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Liberty St. Suite 4210 New York NY 10281 As soon as practicable after the effective date of this Registration Statement. false true false false false false true false false false false false false false false true false false true false false <div style="text-align: justify; text-indent: 36pt;">The following table is intended to assist you in understanding the costs and expenses that an investor in Common Shares will bear, directly or indirectly. Other expenses are estimated and may vary. Actual expenses may be greater or less than shown.</div> <div style="text-align: justify; text-indent: 36pt;">The following table is intended to assist you in understanding the costs and expenses that an investor in Common Shares will bear, directly or indirectly. Other expenses are estimated and may vary. Actual expenses may be greater or less than shown.</div><table cellpadding="0" class="cfttable" id="z14624a1f0dd24d39aad45d29618381da" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class S Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class D Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class I Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt; font-weight: bold;">Shareholder transaction expense (fees paid directly from your investment)</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Maximum sales load<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>3.5</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.5</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt; font-weight: bold;">Annual expenses (as a percentage of net assets attributable to our Common Shares)<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Base management fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Incentive fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Shareholder servicing and/or distribution fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.85</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Interest payment on borrowed funds<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(6)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Other expenses<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Total annual expenses</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.89</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.29</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.04</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zad80ea65d7814f268b4bef8ea1e56d17" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z3a575e4175e14158b7fec97c7a06d906" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Total net assets as of December 31, 2025 employed as the denominator for expense ratio computation is $706,768,024.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zcc422f74980a4fddae3954a498cc8f8d" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Prior to an Exchange Listing, the Base Management Fee paid to our Advisor is calculated at an annual rate of 1.25% of the value of our net assets as of the end of the two most recently completed quarters. Subsequent to an Exchange Listing, the Company will pay the Advisor a base management fee calculated at an annual rate of 1.25% of the value of our average gross assets as of the end of the two most recently completed quarters. The base management fee will be payable quarterly in arrears.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z89cf20ef4b4b4c259289b67a77748674" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees, if any, are divided into two parts:</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze8ce9bc4826a4fa0bb05a997ee597cae" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 10.8pt;"></td> <td style="width: 21.6pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The first part of the incentive fee is based on income, whereby we pay the Advisor quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z761f0b1835b64a0c99619b5c4726e319" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 10.8pt;"></td> <td style="width: 21.6pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The second part of the incentive fee is based on realized capital gains, whereby we pay the Advisor at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.</div> </td> </tr> </table><div style="text-align: justify; margin-left: 18pt; color: rgb(0, 0, 0);">See “Advisory Agreement, Administration Agreement and Other Agreements” for more information concerning the incentive fees. The incentive fee referenced in the table above is estimated based on actual incentive fees incurred, net of any waivers, during the fiscal year ended December 31, 2025.</div><table cellpadding="0" class="DSPFListTable" id="z2cde58336f604e31bcbe1718c8e76667" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Subject to FINRA limitations on underwriting compensation, we also pay the following shareholder servicing and/or distribution fees to Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares. Class I shares are not subject to shareholder servicing and/or distribution fees.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze6bfb69c894b470bbbcb64591c70af41" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(6)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 5.57%. Our ability to incur leverage depends, in large part, the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">“Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement, Administration Agreement and Other Agreements.” Other expenses represent the estimated annual other expenses of the Company based on annualized other expenses for the current fiscal year based on actual amounts of other expenses for the fiscal year ended December 31, 2025.</div> <div style="color: rgb(0, 0, 0);"> <div style="color: rgb(0, 0, 0);">The Company has entered into an expense support and conditional reimbursement agreement (as amended, the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor has contractually agreed to pay Other Operating Expenses (as defined below) of the Company on the Company’s behalf (each such payment, a “Required Expense Payment” such that Other Operating Expenses of the Company do not exceed 1.00% (on an annualized basis) of the Company’s applicable quarter-end net asset value). “Other Operating Expenses” include the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation and overhead (including rent, office equipment and utilities)), and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding Base Management Fees and Incentive Fees owed to the Advisor and any interest expenses owed by the Company. Any expenses waived pursuant to the Expense Support Agreement may be subsequently recaptured by the Advisor for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the Company to exceed its expense limit in effect either at the time of the waiver or reimbursement, or at the time of recapture, after repayment is taken into account.</div> <div style="color: rgb(0, 0, 0);">At such times as the Advisor determines, the Advisor may elect to pay certain additional expenses of the Company on the Company’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses).</div> </div> </td> </tr> </table> <div style="text-align: justify; text-indent: 36pt;">The following table is intended to assist you in understanding the costs and expenses that an investor in Common Shares will bear, directly or indirectly. Other expenses are estimated and may vary. Actual expenses may be greater or less than shown.</div><table cellpadding="0" class="cfttable" id="z14624a1f0dd24d39aad45d29618381da" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class S Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class D Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class I Shares</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt; font-weight: bold;">Shareholder transaction expense (fees paid directly from your investment)</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Maximum sales load<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>3.5</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.5</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt; font-weight: bold;">Annual expenses (as a percentage of net assets attributable to our Common Shares)<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Base management fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>1.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Incentive fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>2.26</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Shareholder servicing and/or distribution fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.85</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.25</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Interest payment on borrowed funds<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(6)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>5.57</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Other expenses<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>0.96</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> <tr> <td style="vertical-align: top; width: 64%;" valign="bottom"> <div style="text-indent: -9pt; margin-left: 9pt;">Total annual expenses</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.89</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.29</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>10.04</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> <div>%</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zad80ea65d7814f268b4bef8ea1e56d17" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z3a575e4175e14158b7fec97c7a06d906" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Total net assets as of December 31, 2025 employed as the denominator for expense ratio computation is $706,768,024.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zcc422f74980a4fddae3954a498cc8f8d" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Prior to an Exchange Listing, the Base Management Fee paid to our Advisor is calculated at an annual rate of 1.25% of the value of our net assets as of the end of the two most recently completed quarters. Subsequent to an Exchange Listing, the Company will pay the Advisor a base management fee calculated at an annual rate of 1.25% of the value of our average gross assets as of the end of the two most recently completed quarters. The base management fee will be payable quarterly in arrears.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z89cf20ef4b4b4c259289b67a77748674" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees, if any, are divided into two parts:</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze8ce9bc4826a4fa0bb05a997ee597cae" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 10.8pt;"></td> <td style="width: 21.6pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The first part of the incentive fee is based on income, whereby we pay the Advisor quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z761f0b1835b64a0c99619b5c4726e319" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 10.8pt;"></td> <td style="width: 21.6pt; vertical-align: top; color: rgb(0, 0, 0);">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The second part of the incentive fee is based on realized capital gains, whereby we pay the Advisor at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.</div> </td> </tr> </table><div style="text-align: justify; margin-left: 18pt; color: rgb(0, 0, 0);">See “Advisory Agreement, Administration Agreement and Other Agreements” for more information concerning the incentive fees. The incentive fee referenced in the table above is estimated based on actual incentive fees incurred, net of any waivers, during the fiscal year ended December 31, 2025.</div><table cellpadding="0" class="DSPFListTable" id="z2cde58336f604e31bcbe1718c8e76667" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Subject to FINRA limitations on underwriting compensation, we also pay the following shareholder servicing and/or distribution fees to Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares. Class I shares are not subject to shareholder servicing and/or distribution fees.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze6bfb69c894b470bbbcb64591c70af41" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(6)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 5.57%. Our ability to incur leverage depends, in large part, the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">“Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement, Administration Agreement and Other Agreements.” Other expenses represent the estimated annual other expenses of the Company based on annualized other expenses for the current fiscal year based on actual amounts of other expenses for the fiscal year ended December 31, 2025.</div> <div style="color: rgb(0, 0, 0);"> <div style="color: rgb(0, 0, 0);">The Company has entered into an expense support and conditional reimbursement agreement (as amended, the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor has contractually agreed to pay Other Operating Expenses (as defined below) of the Company on the Company’s behalf (each such payment, a “Required Expense Payment” such that Other Operating Expenses of the Company do not exceed 1.00% (on an annualized basis) of the Company’s applicable quarter-end net asset value). “Other Operating Expenses” include the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation and overhead (including rent, office equipment and utilities)), and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding Base Management Fees and Incentive Fees owed to the Advisor and any interest expenses owed by the Company. Any expenses waived pursuant to the Expense Support Agreement may be subsequently recaptured by the Advisor for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the Company to exceed its expense limit in effect either at the time of the waiver or reimbursement, or at the time of recapture, after repayment is taken into account.</div> <div style="color: rgb(0, 0, 0);">At such times as the Advisor determines, the Advisor may elect to pay certain additional expenses of the Company on the Company’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses).</div> </div> </td> </tr> </table> fees paid directly from your investment 0.035 0.015 0 0.0125 0.0125 0.0125 0.0226 0.0226 0.0226 0.0085 0.0025 0 0.0557 0.0557 0.0557 0.0096 0.0096 0.0096 0.1089 0.1029 0.1004 <table cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">“Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement, Administration Agreement and Other Agreements.” Other expenses represent the estimated annual other expenses of the Company based on annualized other expenses for the current fiscal year based on actual amounts of other expenses for the fiscal year ended December 31, 2025.</div> <div style="color: rgb(0, 0, 0);"> <div style="color: rgb(0, 0, 0);">The Company has entered into an expense support and conditional reimbursement agreement (as amended, the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor has contractually agreed to pay Other Operating Expenses (as defined below) of the Company on the Company’s behalf (each such payment, a “Required Expense Payment” such that Other Operating Expenses of the Company do not exceed 1.00% (on an annualized basis) of the Company’s applicable quarter-end net asset value). “Other Operating Expenses” include the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation and overhead (including rent, office equipment and utilities)), and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding Base Management Fees and Incentive Fees owed to the Advisor and any interest expenses owed by the Company. Any expenses waived pursuant to the Expense Support Agreement may be subsequently recaptured by the Advisor for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the Company to exceed its expense limit in effect either at the time of the waiver or reimbursement, or at the time of recapture, after repayment is taken into account.</div> <div style="color: rgb(0, 0, 0);">At such times as the Advisor determines, the Advisor may elect to pay certain additional expenses of the Company on the Company’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses).</div> </div> </td> </tr> </table> <div style="text-align: justify; text-indent: 36pt;"><span style="font-weight: bold; font-style: italic;">Example: </span>We have provided an example of the projected dollar amount of total expenses that would be incurred over various periods with respect to a hypothetical $1,000 investment in each class of our Common Shares. In calculating the following expense amounts, we have assumed that: (1) that our annual operating expenses and offering expenses remain at the levels set forth in the table above, after application of the Advisor’s obligation to make Required Expense Payments as described above, except to reduce annual expenses upon completion of organization and offering expenses, (2) that the annual return after management fees and other expenses, but before incentive fees is 5.0%, (3) that the net return after payment of incentive fees is distributed to shareholders net of the shareholder servicing and/or distributions fees and such amount is reinvested at NAV and (4) your financial intermediary does not directly charge you transaction or other fees.</div><div style="font-weight: bold;">Class S shares</div><table cellpadding="0" class="cfttable" id="zf3bb7e77b394410cb62e1a1581f6e7ce" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"> 1 Year</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">3 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">5 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">10 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:</div> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>117</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>272</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>415</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>731</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%;" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:</div> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>127</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>299</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>458</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>800</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> </table><div style="font-weight: bold;">Class D shares</div><table cellpadding="0" class="cfttable" id="z8534b95dcf074859a6c7d14f4b0743c8" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"> 1 Year</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">3 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">5 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">10 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>93</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>242</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>382</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>696</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%;" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>99</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>257</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>404</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>728</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> </table><div style="font-weight: bold;">Class I shares</div><table cellpadding="0" class="cfttable" id="z7aacb26714ad4614a90f9a50a635c854" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"> 1 Year</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">3 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">5 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">10 Years</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>77</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>224</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>363</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div>678</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 52%;" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt;">Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>83</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>240</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>386</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div>$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div>711</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> </table><div style="text-align: justify; text-indent: 36pt;">While the examples assume a 5.0% annual return on investment after management fees and expenses, but before incentive fees, our performance will vary and may result in an annual return that is greater or less than this. <span style="font-weight: bold;">These examples should not be considered a representation of your future expenses. </span>If we achieve sufficient returns on our investments to trigger a quarterly incentive fee on income and/or if we achieve net realized capital gains in excess of 5.0%, both our returns to our shareholders and our expenses would be higher. See “Advisory Agreement, Administration Agreement and Other Agreements” for information concerning incentive fees.</div> 117 272 415 731 127 299 458 800 93 242 382 696 99 257 404 728 77 224 363 678 83 240 386 711 20.22 20.55 20 20.04 20.22 20.55 20 20.02 20.04 <div style="text-align: center; font-weight: bold;">RISK FACTORS</div><div style="text-align: justify; text-indent: 36pt; font-style: italic;">Investing in our Common Shares involves a number of significant risks. The following information is a discussion of the material risk factors associated with an investment in our Common Shares specifically, as well as those factors generally associated with an investment in a company with investment objectives, investment policies, capital structure or trading markets similar to ours. In addition to the other information contained in this prospectus, you should consider carefully the following information before making an investment in our Common Shares. The risks below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.</div><div style="font-weight: bold;">Risks Relating to Our Business and Structure</div><div style="font-style: italic; font-weight: bold;">The Company Has Limited Operating History.</div><div style="text-align: justify; text-indent: 36pt;">The Company has limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. There can be no assurance that the results achieved by similar strategies managed by Kennedy Lewis or its affiliates will be achieved for the Company. Past performance should not be relied upon as an indication of future results. Moreover, the Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objective and that the value of an investor’s investment could decline substantially or that the investor could suffer a complete loss of its investment in the Company.</div><div style="text-align: justify; text-indent: 36pt;">The investment philosophy and techniques used by the Advisor to manage a BDC may differ from the investment philosophy and techniques previously employed by the Advisor, its affiliates, and the members of the Investment Team in identifying and managing past investments. In addition, the 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other types of investment vehicles. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. The Advisor’s and the members of the Investment Team’s limited experience in managing a portfolio of assets under such constraints may hinder their respective ability to take advantage of attractive investment opportunities and, as a result, achieve the Company’s investment objectives.</div><div style="font-style: italic; font-weight: bold;">The Company May Not be Able to Meet its Investment Objectives.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor cannot provide assurances that it will be able to identify, choose, make or realize investments of the type targeted for the Company. There is also no guarantee that the Advisor will be able to source attractive investments for the Company within a reasonable period of time. There can be no assurance that the Company will be able to generate returns for the investors or that returns will be commensurate with the risks of the investments. The Company may not be able to achieve its investment objectives and investors may lose some or all of their invested capital. The failure by the Company to obtain indebtedness on favorable terms or in the desired amount will adversely affect the returns realized by the Company and impair the Company’s ability to achieve its investment objectives.</div><div style="font-style: italic; font-weight: bold;">The Company is Dependent on the Investment Team.</div><div style="text-align: justify; text-indent: 36pt;">The success of the Company depends in substantial part on the skill and experience of the Investment Team. Although the Advisor believes the success of the Company is not dependent upon any particular individual, there can be no assurance that the members of the Investment Team will continue to be affiliated with the Advisor throughout the life of the Company or will continue to be available to manage the Company. The unavailability of members of the Investment Team to manage the Company’s investment program could result in operating inefficiencies and lost business opportunities, which could have a material effect on the Company.</div><div style="text-align: justify; text-indent: 36pt;">Further, the Company does not intend to separately maintain key person life insurance on its Investment Team members or other key management personnel.</div><div style="font-style: italic; font-weight: bold;">The Time and Resources that the Investment Team Devotes to the Company May Be Diverted, and the Company May Face Additional Competition Due to the Fact that the Investment Team Is Not Prohibited from Raising Money for, or Managing, Another Entity that Makes the Same Types of Investments that the Company Targets.</div><div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis may raise money for, or manage, another investment entity that makes the same types of investments as those the Company targets. As a result, the time and resources the Investment Team could devote to the Company may be diverted. In addition, the Company may compete with any such investment entity for the same investors and investment opportunities.</div><div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fee Arrangements with the Advisor May Vary from Those of Other Investment Funds, Accounts or Investment Vehicles Managed By the Advisor, which May Create an Incentive for the Investment Team to Devote Time and Resources to a Higher Fee-Paying Fund.</div><div style="text-align: justify; text-indent: 36pt;">If the Advisor is paid a higher performance-based fee from any of its other funds, it may have an incentive to devote more research and development or other activities, and/or recommend the allocation of investment opportunities, to such higher fee-paying fund. For example, to the extent the Advisor’s incentive compensation is not subject to a hurdle or an income incentive fee cap with respect to another fund, it may have an incentive to devote time and resources to such other fund.</div><div style="font-style: italic; font-weight: bold;">The Advisor’s Liability Is Limited Under the Advisory Agreement and the Company Has Agreed to Indemnify the Advisor Against Certain Liabilities, Which May Lead the Advisor to Act in a Riskier Manner on the Company’s Behalf Than It Would When Acting for its Own Account.</div><div style="text-align: justify; text-indent: 36pt;">Under the Advisory Agreement, the Advisor has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Advisor’s advice or recommendations. Under the Advisory Agreement, the Advisor, its officers, members and personnel, and any person controlling or controlled by the Advisor will not be liable to the Company, any of its subsidiaries, its trustees, its shareholders or any subsidiary’s shareholders or partners for acts or omissions performed in accordance with and pursuant to the Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Company under the Advisory Agreement. In addition, as part of the Advisory Agreement, the Company has agreed to indemnify the Advisor and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the Company’s business and operations or any action taken or omitted on the Company’s behalf pursuant to authority granted by the Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Advisory Agreement. These protections may lead the Advisor to act in a riskier manner when acting on the Company’s behalf than it would when acting for its own account.</div><div style="font-style: italic; font-weight: bold;">The Advisor Can Resign as Our Investment Adviser or Administrator Upon 120 or 60 Days’ Notice, Respectively, and the Company May Not Be Able to Find a Suitable Replacement Within that Time, or at All, Resulting in a Disruption in Its Operations that Could Adversely Affect Its Financial Condition, Business and Results of Operations.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor has the right under the Advisory Agreement to resign as the Company’s investment adviser at any time upon 120 days’ written notice, whether the Company has found a replacement or not. The Administrator has the right under the Administration Agreement to resign at any time upon 60 days’ written notice, whether the Company has found a replacement or not. If Kennedy Lewis were to resign as the Advisor or the Administrator, the Company may not be able to find a new investment adviser or administrator, respectively or hire internal management with similar experience and ability to provide the same or equivalent services on acceptable terms within 120 days or 60 days, respectively, or at all. If the Company is unable to do so quickly, its operations are likely to experience a disruption, its financial condition, business and results of operations as well as its ability to pay distributions to its shareholders are likely to be adversely affected. Even if the Company is able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with the Company’s investment objectives may result in additional costs and time delays that may adversely affect its business, financial condition, results of operations and cash flows.</div><div style="font-style: italic; font-weight: bold;">The Company’s Business Model Depends to a Significant Extent Upon Strong Referral Relationships. Any Inability of the Investment Team to Maintain or Develop These Relationships, or the Failure of These Relationships to Generate Investment Opportunities, Could Adversely Affect the Company’s Business.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends upon the members of the Investment Team to maintain their relationships with private equity sponsors, placement agents, investment banks, management groups and other financial institutions, and the Company will rely to a significant extent upon these relationships to provide it with potential investment opportunities. If the Investment Team fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, the Company will not be able to grow its investment portfolio. In addition, individuals with whom the members of the Investment Team have relationships are not obligated to provide them with investment opportunities, and the Company can offer no assurance that these relationships will generate investment opportunities for the Company in the future.</div><div style="font-style: italic; font-weight: bold;">Most of the Company’s Portfolio Investments Will Be Recorded at Fair Value as Determined in Good Faith by the Advisor, the Valuation Designee of the Board, and, as a Result, There May Be Uncertainty as to the Value of the Company’s Portfolio Investments.</div><div style="text-align: justify; text-indent: 36pt;">Most of the Company’s portfolio investments will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable, and, in accordance with Rule 2a-5 under the 1940 Act, the Company values these investments at fair value as determined in good faith by the Advisor, the valuation designee of the Board (the “Valuation Designee”). The Company has retained external, independent valuation firms to provide data and valuation analyses on the Company’s portfolio companies.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investment portfolio is recorded at fair value as determined in good faith in accordance with procedures established by the Board (“Valuation Policy”) and, as a result, there is and will be uncertainty as to the value of the Company’s portfolio investments. Under the 1940 Act, the Company is required to carry its portfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with procedures established by the Board. There is not a public market or active secondary market for many of the types of investments in privately held companies that the Company intends to hold and make. The Company’s investments may not be publicly traded or actively traded on a secondary market but, instead, may be traded on a privately negotiated over-the-counter secondary market for institutional investors, if at all. As a result, these investments are valued monthly at fair value as determined in good faith in accordance with the Valuation Policy approved by the Board. The determinations of fair value in accordance with the Valuation Policy approved by the Board may differ materially from the values that would have been used if an active market and market quotations existed for such investments. The Company’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that the Company ultimately realizes upon the disposal of such investments.</div><div style="font-style: italic; font-weight: bold;">The Company Operates in a Competitive Debt Environment.</div><div style="text-align: justify; text-indent: 36pt;">The business of investing in debt investments is highly competitive and involves a high degree of uncertainty. Market competition for investment opportunities includes traditional lending institutions, including commercial and investment banks, as well as a growing number of non-traditional participants, such as private credit funds, hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and debt-focused competitors, such as issuers of CLOs and other structured loan funds. In addition, given the Company’s target investment size and investment type, the Advisor expects a large number of competitors for investment opportunities. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than the Company, and thus these competitors may have advantages not shared by the Company. In addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to the Company. Furthermore, competitors may offer loan terms that are more favorable to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities for the Company, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that the Company intends to purchase.</div><div style="text-align: justify; text-indent: 36pt;">Over the past several years, many investment funds have been formed with investment objectives similar to those of the Company, and many such existing funds have grown in size and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities identified by the Advisor which may affect the Company’s ability to participate in attractive investment opportunities and/or cause the Company to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Advisor may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment in a manner that meets the objectives of the Company. The Company may incur significant expenses in connection with the identification of investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses related to due diligence, transportation and legal, accounting and other professional services as well as the fees of other third-party service providers.</div><div style="font-style: italic; font-weight: bold;">An Investment in the Company is Illiquid and There are Restrictions on Withdrawal.</div><div style="text-align: justify; text-indent: 36pt;">An investment in the Company is suitable only for certain sophisticated investors that have no need for immediate liquidity in respect of their investment and who can accept the risks associated with investing in illiquid investments.</div><div style="text-align: justify; text-indent: 36pt;">Our Common Shares are illiquid investments for which there is not and will likely not be a secondary market. Liquidity for our Common Shares will be limited to participation in our share repurchase program, which we have no obligation to maintain, or the occurrence of a Liquidity Event, which is defined as an Exchange Listing or Sale Transaction. When we make quarterly repurchase offers pursuant to the share repurchase program, we will offer to repurchase Common Shares at a price that is estimated to be equal to our NAV per share on the last day of such quarter, which may be lower than the price that you paid for our Common Shares. As a result, to the extent you paid a price that includes the related sales load and to the extent you have the ability to sell your Common Shares pursuant to our share repurchase program, the price at which you may sell Common Shares may be lower than the amount you paid in connection with the purchase of Common Shares in this offering.</div><div style="text-align: justify; font-style: italic; font-weight: bold;">The Company’s Financial Condition, Results of Operations and Cash Flows Will Depend on Its Ability to Manage Its Business Effectively.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s ability to achieve its investment objectives will depend on its ability to manage its business and to grow its investments and earnings. This will depend, in turn, on the Investment Team’s ability to identify, invest in and monitor portfolio companies that meet the Company’s investment criteria. The achievement of the Company’s investment objectives on a cost-effective basis will depend upon the Investment Team’s execution of its investment process, its ability to provide competent, attentive and efficient services to the Company and, to a lesser extent, the Company’s access to financing on acceptable terms. Any failure to manage the Company’s business and its future growth effectively could have a material effect on its business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">The Investment Team may, from time to time, be required to provide managerial assistance to the portfolio companies, which may impact investment activities of the Company. The Investment Team will have substantial responsibilities in connection with the management of other investment funds, accounts and investment vehicles. The Investment Team may be called upon to provide managerial assistance to the Company’s portfolio companies. These activities may distract them from sourcing new investment opportunities for the Company or slow the Company’s rate of investment.</div><div style="font-style: italic; font-weight: bold;">There Are Significant Potential Conflicts of Interest That Could Negatively Affect the Company’s Investment Returns.</div><div style="text-align: justify; text-indent: 36pt;">The members of the Advisor’s investment committee serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as the Company, or of investment funds, accounts, or investment vehicles managed by the Advisor. Similarly, the Advisor and its affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Company or its shareholders.</div><div style="text-align: justify; text-indent: 36pt;">In addition, there may be times when the Advisor, the members of its investment committee or its other investment professionals have interests that differ from those of the Company’s shareholders, giving rise to a conflict of interest. Although the Advisor will endeavor to handle these investment and other decisions in a fair and equitable manner, the Company and its shareholders could be adversely affected by these decisions. Moreover, given the subjective nature of the investment and other decisions made by the Advisor on the Company’s behalf, the Company is unable to monitor these potential conflicts of interest between the Company and the Advisor; however, the Board, including the Independent Trustees, will review conflicts of interest in connection with its review of the performance of the Advisor. As a BDC, the Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with its affiliates, including the Company’s officers, trustees, investment adviser, principal underwriters and certain of their affiliates, without the prior approval of the members of board of trustees who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than pursuant to current regulatory guidance).</div><div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fees May Induce the Advisor to Incur Additional Leverage.</div><div style="text-align: justify; text-indent: 36pt;">Generally, the incentive fees payable by the Company to the Advisor may create an incentive for the Advisor to use additional leverage. Such a practice could result in the Company investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns. Under certain circumstances, the use of additional leverage may increase the likelihood of the Company’s default on its borrowings, which would disfavor holders of the Common Shares.</div><div style="text-align: justify; text-indent: 36pt;">In addition, because the Incentive Fee on net investment income is calculated as a percentage of the Company’s net assets subject to a hurdle, having additional leverage available may encourage the Advisor to use leverage to increase the leveraged return on the Company’s investment portfolio. To the extent additional leverage is available at favorable rates, the Advisor could use leverage to increase the size of the Company’s investment portfolio to generate additional income, which may make it easier to meet the incentive fee hurdle.</div><div style="text-align: justify; text-indent: 36pt;">The Board is charged with protecting the Company’s interests by monitoring how the Advisor addresses these and other conflicts of interests associated with its management services and compensation. While the Board is not expected to review or approve each investment decision, borrowing or incurrence of leverage, the Independent Trustees will periodically review the Advisor’s services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, the Independent Trustees will consider whether the Company’s fees and expenses (including those related to leverage) remain appropriate.</div><div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fee May Induce the Advisor to Make Speculative Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company pays the Advisor an incentive fee based, in part, upon net capital gains realized on the Company’s investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. Additionally, under the incentive fee structure, the Advisor may benefit when capital gains are recognized and, because the Advisor will determine when to sell a holding, the Advisor will control the timing of the recognition of such capital gains. As a result, the Advisor may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in the Company investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.</div><div style="font-style: italic; font-weight: bold;">Shareholders Have No Right to Control the Company’s Operations.</div><div style="text-align: justify; text-indent: 36pt;">The Company is managed exclusively by the Advisor, subject to the oversight of the Board. Shareholders will not make decisions with respect to the management, disposition or other realization of any investment, the day-to-day operations of the Company, or any other decisions regarding the Company’s business and affairs, except for limited circumstances. Specifically, shareholders will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding investments by the Company or receive any financial information issued directly by the portfolio companies that is available to the Advisor. Shareholders should expect to rely solely on the ability of the Advisor with respect to the Company’s operations.</div><div style="font-style: italic; font-weight: bold;">The Company’s Assets are Subject to Recourse.</div><div style="text-align: justify; text-indent: 36pt;">The assets of the Company, including any investments made by and any capital held by the Company are available to satisfy all liabilities and other obligations of the Company, as applicable. If the Company becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Company’s assets generally and may not be limited to any particular asset, such as the investment giving rise to the liability.</div><div style="font-style: italic; font-weight: bold;">The Company Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.</div><div style="text-align: justify; text-indent: 36pt;">Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. We currently borrow under credit facilities and have issued or assumed other senior securities and in the future may borrow from, or issue additional senior securities to, banks, insurance companies, funds, institutional investors and other lenders and investors. Lenders and holders of such senior securities have fixed dollar claims on our consolidated assets that are superior to the claims of our common shareholders or any preferred shareholders. If the value of our consolidated assets increases, then leveraging would cause the net asset value per share of our Common Shares to increase more sharply than it would have had we not incurred leverage.</div><div style="text-align: justify; text-indent: 36pt;">Conversely, if the value of our consolidated assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not incurred leverage. Similarly, any increase in our consolidated income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would had we not incurred leverage, while any decrease in our consolidated income would cause net income to decline more sharply than it would have had we not incurred leverage. Such a decline could negatively affect our ability to make distribution payments on our Common Shares. There can be no assurance that a leveraging strategy will be successful.</div><div style="text-align: justify; text-indent: 36pt;">On April 20, 2023, KLCC SPV GS1 LLC, a Delaware limited liability company and a subsidiary of the Company (“SPV I”), entered into a credit agreement with Goldman Sachs Bank USA, as syndication agent and administrative agent, and State Street Bank and Trust Company, as collateral agent, collateral custodian, and collateral administrator, with a maximum principal amount of $300 million, which can be drawn in U.S. dollars subject to certain conditions (the “Secured Credit Facility”).</div><div style="text-align: justify; text-indent: 36pt;">On October 11, 2024, SPV I entered into a First Amended and Restated Credit Agreement (the “A&amp;R Credit Agreement”) with SPV I, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and calculation agent, GS ASL LLC, an administrative agent, State Street Bank and Trust Company, as collateral agent, collateral custodian and collateral administrator. The A&amp;R Credit Agreement amends and restates in its entirety the Secured Credit Facility entered into on April 20, 2023 (the “Original Closing Date”), by and among SPV I, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent, collateral custodian and collateral administrator.</div><div style="text-align: justify; text-indent: 36pt; color: rgb(33, 37, 41);">The A&amp;R Credit Agreement amends the Secured Credit Facility to, among other things, (i) increase the financing limit under the Secured Credit Facility from $300 million to $500 million, (ii) extend the Reinvestment Period to May 1, 2028, (iii) extend the Scheduled Maturity Date to May 1, 2030 and (iv) replace Goldman Sachs Bank USA as administrative agent with GS ASL LLC. The A&amp;R Credit Agreement also amends the Secured Credit Facility to change the spread charged on borrowings under the Secured Credit Facility from a range of 3.25% to 3.50% (prior to the A&amp;R Credit Agreement) to a range of 2.50% to 2.60%, depending on the percentage of loans in the collateral which constitute BSL loans.</div><div style="text-align: justify; text-indent: 36pt;">For more information on our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Liquidity and Capital Resources.” Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we employ at any particular time will depend on our Advisor’s and our Board’s assessments of market and other factors at the time of any proposed borrowing. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (<span style="font-style: italic;">i.e.</span>, we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).</div><div style="font-style: italic; font-weight: bold;">Provisions of any Other Borrowing Facility May Limit the Company’s Discretion in Operating Its Business.</div><div style="text-align: justify; text-indent: 36pt;">Any borrowing facility may be backed by all or a portion of the Company’s loans and securities on which the lenders may have a security interest. The Company may pledge up to 100% of its assets and may grant a security interest in all of its assets under the terms of any debt instrument it enters into with lenders. The Company expects that any security interests it grants will be set forth in a guarantee and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, the Company expects that the custodian for its securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If the Company were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of the Company’s assets securing such debt, which would have a material adverse effect on its business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">In addition, any security interests as well as negative covenants under any borrowing facility may limit the Company’s ability to incur additional liens or debt and may make it difficult for it to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing.</div><div style="text-align: justify; text-indent: 36pt;">In addition, under any borrowing facility, the Company may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. Furthermore, the Company expects that the terms of any financing arrangement may contain a covenant requiring it to qualify and thereafter maintain compliance with RIC provisions at all times, subject to certain remedial provisions. Thus, a failure to maintain compliance with RIC provisions could result in an event of default under the financing arrangement. An event of default under any borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on the Company’s business and financial condition. This could reduce the Company’s revenues and, by delaying any cash payment allowed to it under any borrowing facility until the lenders have been paid in full, reduce the Company’s liquidity and cash flow and impair its ability to grow its business and maintain its qualification as a RIC.</div><div style="font-style: italic; font-weight: bold;">The Company May in the Future Determine to Fund a Portion of Its Investments With Preferred Stock, Which Would Magnify the Potential for Gain or Loss and the Risks of Investing in the Company in the Same Way as Borrowings.</div><div style="text-align: justify; text-indent: 36pt;">Preferred stock, which is another form of leverage, has the same risks to the Company’s shareholders as borrowings because the dividends on any preferred stock the Company issues must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common shareholders, and preferred shareholders are not subject to any of the Company’s expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.</div><div style="font-style: italic; font-weight: bold;">There Can be No Assurance the Company Will be Able to Obtain Leverage.</div><div style="text-align: justify; text-indent: 36pt;">The Company has and will continue to seek to regularly employ a significant amount of direct or indirect leverage in a variety of forms through borrowings, derivatives and other financial instruments as part of its investment program. However, there can be no assurance that the Company will be able to obtain indebtedness at all or to the desired degree or that indebtedness will be accessible by the Company at any time or in connection with any particular investment. If indebtedness is available to the Company, there can be no assurance that such indebtedness will be available in the desired amount or on terms favorable to the Company and/or terms comparable to terms obtained by competitors. The terms of any indebtedness are expected to vary based on the counterparty, timing, size, market interest rates, other fees and costs, duration, advance rates, eligible investments, and the ability to borrow in currencies other than the U.S. dollar. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over the Company’s life. Furthermore, the Company may seek to obtain indebtedness on an investment-by-investment basis, and leverage may not be available or may be available on less desirable terms in connection with particular investments. The instruments and borrowing utilized by the Company to leverage its investments may be collateralized by other assets of the Company.</div><div style="text-align: justify; text-indent: 36pt;">The Company has incurred and expects in the future that it will continue to incur indebtedness collateralized by the Company’s assets. As a BDC, with certain limited exceptions, the Company will only be permitted to borrow amounts such that the Company’s asset coverage ratio, as defined in the 1940 Act, equals at least 150% (equivalent to $2 of debt outstanding for each $1 of equity) after such borrowing. If the Company is unable to obtain and maintain the desired amount of borrowings on favorable terms, the Advisor may seek to realize the Company’s investments earlier than originally expected.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to the Availability of Asset-Based Leverage.</div><div style="text-align: justify; text-indent: 36pt;">The Company expects to utilize asset-based leverage in acquiring investments on a deal-by-deal basis. However, there can be no assurance that the Company will be able to obtain indebtedness with respect to any particular investment. If indebtedness is available in connection with a particular investment, there can be no assurance that such indebtedness will be on terms favorable to the Company and/or terms comparable to terms obtained by competitors, including with respect to costs, duration, size, advance rates and interest rates. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over its life. For example, if leverage is obtained later in the Company’s life, the Company may immediately deploy such leverage in order to achieve the desired borrowing ratio, which may involve making distributions of borrowed funds. If the Company is unable to, or not expected to be able to, obtain indebtedness in connection with a particular investment, the Company may determine not to make the investment or may invest a different proportion of its available capital in such investment. This may affect the ability of the Company to make investments, could adversely affect the returns of the Company and may impair its ability to achieve its investment objective. In addition, the lender may impose certain diversification or other requirements in connection with asset-based leverage, and these restrictions are expected to impact the ability of the Company to participate in certain investments or the amount of the Company’s participation in certain investments.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Seller Financing.</div><div style="text-align: justify; text-indent: 36pt;">The Company may utilize seller financing (<span style="font-style: italic;">i.e.</span>, make investments that are financed, in whole or in part, by the Company borrowing from the sellers of said investments or their affiliates) and other one-off financing solutions on a case-by-case basis. Providers of seller financing may be motivated to sell a particular asset, and may be willing to provide a prospective purchaser of such asset with more favorable pricing and/or greater amounts of leverage than would otherwise be the case if such purchaser sought financing from unrelated, third-party providers of leverage. To the extent that the Company is able to obtain seller financing in connection with a particular investment, the Company may seek to employ more leverage than would otherwise be the case in the absence of such seller financing. While the Company’s use of seller financing could increase the potential return to shareholders to the extent that there are gains associated with such investment, such use of seller financing will increase risks associated with the use of leverage generally, including the risks associated with such investment and the exposure of such investment to adverse economic factors such as deteriorations in overall conditions in the economy or in the condition of the particular issuer.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Insurance.</div><div style="text-align: justify; text-indent: 36pt;">The Company purchased and maintains insurance policies, which include coverage in respect of the Company and certain other indemnified persons. The premiums for the insurance policies are borne by the Company, and the insurance policies have overall caps on coverage. To the extent an insurable event results in claims in excess of such a cap, the Company may not achieve a full recovery. Similarly, insurable events may occur sequentially in time while subject to a single overall cap. To the extent insurance proceeds for one such event are applied towards a cap and the Company experiences an insurable loss after such event, the Company’s receipts from such insurance policy may also be diminished. Insurance policies covering the Company may provide insurance coverage to indemnified persons for conduct that would not be covered by indemnification. In addition, the Company may need to initiate litigation in order to collect from an insurance provider, which may be lengthy and expensive for the Company and which ultimately may not result in a financial award.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Indemnification.</div><div style="text-align: justify; text-indent: 36pt;">The Company is required to indemnify the Advisor, the members of the Board and each other person indemnified under the Declaration of Trust and the Bylaws of the Company (as amended or restated from time to time, the “Bylaws”) for liabilities incurred in connection with the Declaration of Trust, the Bylaws, the Advisory Agreement and the Company’s activities, except in certain circumstances. Subject to the limits on indemnification under Section 17(h) of the 1940 Act, the Declaration of Trust provides that the Company shall not indemnify a Trustee, officer or employee of the Company against any liability arising by reason of willful misconduct, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her position. Subject to the limits on indemnification under Section 17(i) of the 1940 Act, the Advisory Agreement provides that the Advisor shall not be protected against any liability to the Company or its shareholders by reason of willful misfeasance, bad faith or gross negligence on the Advisor’s part in the performance of its duties or by reason of the reckless disregard of its duties and obligations. The Company also indemnifies certain service providers, including the Administrator and the Company’s auditors, as well as consultants and sourcing, operating and joint venture partners. Such liabilities may be material and may have an adverse effect on the returns to the shareholders. The indemnification obligation of the Company would be payable from the assets of the Company. The application of the indemnification and exculpation standards may result in shareholders bearing a broader indemnification obligation in certain cases than they would in the absence of such standards. As a result of these considerations, even though such provisions will not act as a waiver on the part of any investor of any of its rights which are not permitted to be waived under applicable law, the Company may bear significant financial losses even where such losses were caused by the negligence or other conduct of such indemnified persons.</div><div style="font-style: italic; font-weight: bold;">The Company is Not Registered as an Investment Company Under the 1940 Act.</div><div style="text-align: justify; text-indent: 36pt;">While the Company is not registered as an investment company under the 1940 Act, it is subject to regulation as a BDC under the 1940 Act and is required to adhere to the provisions of the 1940 Act applicable to BDCs. The Common Shares have not been recommended by any U.S. federal or state, or any non-U.S., securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this prospectus. Any representation to the contrary is a criminal offense.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Portfolio Valuation.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor, in its capacity as the Valuation Designee and subject at all times to the oversight of the Board, determines the valuation of the Company’s investments. It is expected that the Advisor will have a limited ability to obtain accurate market quotations for purposes of valuing most of the Company’s investments, which may require the Advisor to estimate, in accordance with the Valuation Policy, the value of the Company’s debt and other investments on a valuation date. Further, because of the overall size and concentrations in particular markets, the maturities of positions that may be held by the Company from time to time and other factors, the liquidation values of the Company’s investments may differ significantly from the interim valuations of these investments derived from the valuation methods described herein. If the Advisor’s valuation should prove to be incorrect, the stated value of the Company’s investments could be adversely affected.</div><div style="text-align: justify; text-indent: 36pt;">Valuation of the types of assets in which the Company invests are inherently subjective. In addition, the Advisor may have an interest in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases, the Company may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Advisor may continue to place a favorable valuation on such investment due to the Advisor’s determination that the investment is sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not be permanently written-off or permanently written down despite its distressed state or covenant breach until such portfolio company experiences a material corporate event (<span style="font-style: italic;">e.g.</span>, bankruptcy or partial sale) which establishes an objective basis for such revised valuation. In these circumstances, the Advisor has an interest in delaying any such write-offs or write-downs to maintain a higher management fee base and thus, management fees paid to the Advisor.</div><div style="text-align: justify; text-indent: 36pt;">In addition, the Advisor relies on third-party valuation agents to verify the value of certain investments. An investment may not have a readily ascertainable market value and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation. Further, because of the Advisor’s knowledge of the investment, the valuation agent may defer to the Advisor’s valuation even where such valuation may not be accurate or the determination thereof involved a conflict of interest. An inaccurate valuation of one or more investments could have a substantial impact on the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Rights Against Third Parties, Including Third-Party Service Providers.</div><div style="text-align: justify; text-indent: 36pt;">The Company is reliant on the performance of third-party service providers, including the Advisor, the Administrator, auditors, legal advisors, lenders, bankers, brokers, consultants, sourcing, operating and joint venture partners and other service providers (collectively, “Service Providers”). Further information regarding the duties and roles of certain of these Service Providers is provided in this prospectus and the Company’s other publicly available reports. The Company may bear the risk of any errors or omissions by such Service Providers. In addition, misconduct by such Service Providers may result in reputational damage, litigation, business disruption and/or financial losses to the Company. Each shareholder’s contractual relationship in respect of its investment in Common Shares of the Company is with the Company only and shareholders are not in contractual privity with the Service Providers. Therefore, generally, no shareholder will have any contractual claim against any Service Provider with respect to such Service Provider’s default or breach. Accordingly, shareholders must generally rely upon the Advisor and/or Administrator to enforce the Company’s rights against Service Providers. In certain circumstances, which are generally not expected to prevail, shareholders may have limited rights to enforce the Company’s rights on a derivative basis or may have rights against Service Providers if they can establish that such Service Providers owe duties to the shareholders. In addition, shareholders will have no right to participate in the day-to-day operation of the Company and decisions regarding the selection of Service Providers. Rather, the Advisor and/or Administrator will select the Company’s Service Providers and determine the retention and compensation of such providers without the review by or consent of the shareholders. The shareholders must therefore rely on the ability of the Advisor and/or Administrator to select and compensate Service Providers and to make investments and manage and dispose of investments.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Consultation with Sourcing and Operating Partners.</div><div style="text-align: justify; text-indent: 36pt;">In certain circumstances, sourcing and operating partners may be aware of and consulted in advance in relation to certain investments made by the Company. While sourcing and operating partners will be subject to confidentiality obligations, they are not restricted from engaging in any activities or businesses that may be similar to the business of the Company or competitive with the Company. In particular, sourcing and operating partners may use information available to them as sourcing and operating partners of the Advisor or its affiliates in a manner that conflicts with the interests of the Company. Except in limited circumstances, the sourcing and operating partners are generally not obligated to account to the Advisor or its affiliates for any profits or income earned or derived from their activities or businesses or inform the Advisor or its affiliates of any business opportunity that may be appropriate for the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to the Timing of Realization of Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor, in its discretion, may seek to realize the Company’s investments earlier than originally expected, which may be accomplished through one or more transactions, including, to the extent permitted by applicable law, transactions with another investment fund or account sponsored or managed by Kennedy Lewis (collectively “Other Kennedy Lewis Investors”), which will be for a price equal to the fair value of such investment. The value of such investment, subject to approval by the Board, will be determined by the Advisor and verified by one or more third-party valuation agents. The Advisor may seek such realizations in order to support the Company’s target risk/return profile with respect to the Company’s unrealized investments, taking into account such factors as the Company’s expense ratio relative to such assets and the availability of, or repayment obligations with respect to, any credit facilities.</div><div style="font-style: italic; font-weight: bold;">The Company May be Required to Disclose Information Regarding Shareholders.</div><div style="text-align: justify; text-indent: 36pt;">The Company, the Advisor or their respective affiliates, Service Providers, or agents may from time to time be required or may, in their discretion, determine that it is advisable to disclose certain information about the Company and the shareholders, including investments held directly or indirectly by the Company and the names and level of beneficial ownership of certain of the shareholders, to regulatory or taxing authorities of certain jurisdictions, which have or assert jurisdiction over the disclosing party or in which the Company directly or indirectly invests. Disclosure of confidential information under such circumstances will not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Company, the Advisor or any of their affiliates, Service Providers or agents, may be prohibited from disclosing to any shareholder that any such disclosure has been made.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Operational Risks.</div><div style="text-align: justify; text-indent: 36pt;">The Company is subject to operational risk, including the possibility that errors may be made by the Advisor or its affiliates and Service Providers in certain transactions, calculations or valuations on behalf of, or otherwise relating to, the Company. Shareholders may not be notified of the occurrence of an error or the resolution of any error. Generally, the Advisor, its affiliates and Service Providers will not be held accountable for such errors, and the Company may bear losses resulting from such errors, so long as such errors were not the result of negligence or misconduct.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Exposure to Material Non-Public Information.</div><div style="text-align: justify; text-indent: 36pt;">The senior investment professionals and other Investment Team members of Advisor may serve as directors of, or in a similar capacity with, portfolio companies in which the Company invests, or other Kennedy Lewis’ funds, the securities of which are purchased or sold on the Company’s behalf. Additionally, senior investment professionals and other Investment Team members of the Advisor may receive material non-public information in connection with investments the Advisor is considering for the Company, as well as those we are considering for other funds. In the event that material non-public information is obtained with respect to such companies, or the Company become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, the Company could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Technology Systems.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends on the Advisor to develop and implement appropriate systems for its activities. The Company may rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions and to generate asset, risk management and other reports that are utilized in the oversight of the Company’s activities. In addition, certain of the Company’s and the Advisor’s operations interface with or depend on systems operated by third parties, including loan servicers, custodians and administrators, and the Advisor may not always be in a position to verify the risks or reliability of such third-party systems. For example, the Company and the Advisor generally expect to provide statements, reports, notices, updates, requests and any other communications in electronic form, such as e-mail or posting on a web-based reporting site or other internet service, in lieu of or in addition to sending such communications as hard copies via fax or mail. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by ‘hacking’ or other security breaches, computer ‘worms,’ viruses and power failures. Such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades and cause inaccurate reports, which may affect the Company’s ability to monitor its investment portfolio and its risks. Any such defect or failure could cause the Company to suffer financial loss, disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Cybersecurity.</div><div style="text-align: justify; text-indent: 36pt;">The Company, the Advisor and their Service Providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. For example, information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause losses to a shareholder by interfering with the processing of investor transactions, affecting the Company’s ability to calculate net asset value or impeding or sabotaging the investment process. The Company may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose the Company and the Advisor to civil liability as well as regulatory inquiry and/or action (and the Advisor may be indemnified by the Company in connection with any such liability, inquiry or action). In addition, any such breach could cause substantial withdrawals from the Company. Shareholders could also be exposed to losses resulting from unauthorized use of their personal information.</div><div style="text-align: justify; text-indent: 36pt;">Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Extended periods of remote working, whether by us, our portfolio companies, or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under the current conditions.</div><div style="text-align: justify; text-indent: 36pt;">While the Advisor has implemented various measures to manage risks associated with cybersecurity breaches, including establishing a business continuity plan and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cybersecurity risks also are present for portfolio companies in which the Company invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Company’s investments in such portfolio companies to lose value.</div><div style="text-align: justify; text-indent: 36pt;">In addition, cybersecurity has become a top priority for global lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If the Company or the Advisor or certain of their affiliates, fail to comply with relevant and increasing laws and regulations, the Company could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.</div><div style="font-style: italic; font-weight: bold;">Failure in Cyber Security Systems, as well as the Occurrence of Events Unanticipated in the Company’s Disaster Recovery Systems and Management Continuity Planning Could Impair the Company’s Ability to Conduct Business Effectively.</div><div style="text-align: justify; text-indent: 36pt;">The occurrence of a disaster, such as a cyber-attack against the Company or against a third-party that has access to the Company’s data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on its ability to communicate or conduct business, negatively impacting its operations and financial condition. This adverse effect can become particularly acute if those events affect the Company’s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of its data.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends heavily upon computer systems to perform necessary business functions. Despite its implementation of a variety of security measures, the Company’s computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, or system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in the Company’s operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.</div><div style="text-align: justify; text-indent: 36pt;">Third parties with which the Company does business may also be sources of cybersecurity or other technological risks. The Company outsources certain functions, and these relationships allow for the storage and processing of its information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches by the Advisor and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which the Company invests, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Company’s ability to calculate its net asset value, impediments to trading, the inability of its shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While the Company engages in actions to reduce its exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.</div><div style="text-align: justify; text-indent: 36pt;">Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, the Company may be required to expend significant additional resources to modify its protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. The Company currently does not maintain insurance coverage relating to cybersecurity risks, and it may be required to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and the Company may be subject to litigation and financial losses that are not fully insured.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Minority Investments, Sourcing, Operating or Joint Venture Partners.</div><div style="text-align: justify; text-indent: 36pt;">The Company may make minority equity investments in entities in which the Company does not control the business or affairs of such entities. In addition, Kennedy Lewis has historically, and expects in the future to, work with sourcing, operating and/or joint venture partners, including with respect to particular types of investments or particular sectors or regions. These arrangements may be structured as joint ventures or contractual service provider relationships. Shareholders should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Company or the shareholders.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor expects that in some cases the Company will have control over, or significant influence on, the decision making of joint ventures. However, in other cases, in particular with respect to certain terms, amendments and waivers related to the underlying loans, the joint venture partner may have controlling or blocking rights (including because certain decisions require unanimous approval of the joint venture partners) or a tie vote among joint venture partners may be resolved by an appointed third party. Where a joint venture partner or third party has controlling or blocking rights or decision-making power with respect to a joint venture matter, there can be no assurance that the matter will be resolved in the manner desired by the Company. In addition, these types of voting arrangements may slow the decision-making process and hinder the joint venture’s ability to act quickly.</div><div style="text-align: justify; text-indent: 36pt;">The Company may pay retainers, closing, monitoring, performance or other fees to sourcing, operating and joint venture partners. Such retainer fees may be netted against a closing fee, if applicable, in connection with the related investment. However, if no such investment is consummated, the Company will bear any retainer amounts as an expense. In addition, to the extent the compensation of a sourcing, operating or joint venture partner is based on the performance of the relevant investments, the sourcing, operating or joint venture partner may have an incentive to seek riskier investments than it would have under a different compensation structure. In this regard, a sourcing, operating or joint venture partner may receive incentive compensation at the expense of the Company. The expenses of sourcing, operating and joint venture partners may be substantial. In certain circumstances, the Company or a portfolio company in which the Company invests may pay fees to sourcing, operating and/or joint venture partners in consideration for services, including where the Advisor may have otherwise provided those services without charge. In other circumstances, sourcing, operating and/or joint venture partners may receive certain third-party fees (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees as well as prepayment premiums) in respect of an investment, and no such fees will offset or otherwise reduce the management fee payable by shareholders. The existence of such fees may result in the Company paying fees twice, once to the Advisor in the form of management fees and once to the sourcing, operating or joint venture partners to service or manage the same assets.</div><div style="text-align: justify; text-indent: 36pt;">Sourcing, operating and/or joint venture partners may invest in the Company. Joint venture investments involve various risks, including the risk that the Company will not be able to implement investment decisions or exit strategies because of limitations on the Company’s control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk that a joint venture partner may be in a position to take action contrary to the Company’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under applicable law, and tax and regulatory risks related to the joint venture’s structure, which may adversely affect the Company’s pre-tax returns. In addition, the Company may, in certain cases, be liable for actions of its joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Company, which may reduce our return on equity. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act.</div><div style="text-align: justify; text-indent: 36pt;">In certain cases, conflicts of interest may arise between the Company and a joint venture partner, for example, because the joint venture partner has invested in a different level of the issuer’s capital structure or because the joint venture partner has different investment goals or timelines. There can be no assurance that a joint venture partner with divergent interests from the Company will cause the joint venture to be managed in a manner that is favorable to the Company. In addition, it is anticipated that the Company could be invested in debt instruments issued by a joint venture entity while one or more other clients managed by Kennedy Lewis will be invested in equity interests in such entity or vice versa, which presents certain potential conflicts of interest with respect to the capital structure of such entity.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Electronic Delivery of Certain Documents.</div><div style="text-align: justify; text-indent: 36pt;">Unless a shareholder opts out, shareholders will be deemed to consent to electronic delivery or posting to the transfer agent’s website or other service of: (i) certain closing documents; (ii) any notices or communications required or contemplated to be delivered to the shareholders by the Company, the Advisor, or any of their respective affiliates, pursuant to applicable law or regulation; (iii) certain tax-related information and documents; and (iv) notices, requests, demands, consents or other communications and any financial statements, reports, schedules, certificates or opinions required to be provided to the shareholders under any agreements. There are certain costs and possible risks associated with electronic delivery. Moreover, the Advisor cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from the use of such communication methods. See “The Company is Subject to Risks Relating to Technology Systems” and “The Company is Subject to Risks Relating to Cybersecurity” above.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Handling of Mail.</div><div style="text-align: justify; text-indent: 36pt;">Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be processed. None of the Company, the Advisor or any of their trustees, officers, advisors or Service Providers will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to General Credit Risks.</div><div style="text-align: justify; text-indent: 36pt;">The Company may be exposed to losses resulting from default and foreclosure of any such loans or interests in loans in which it has invested. Therefore, the value of underlying collateral, the creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Company’s investments. In the event of foreclosure, the Company or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Company. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Company. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Company’s rights.</div><div style="font-style: italic; font-weight: bold;">The Prices of the Company’s Investments Can be Volatile.</div><div style="text-align: justify; text-indent: 36pt;">The prices of the Company’s investments can be volatile. In addition, price movements may also be influenced by, among other things, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and national and international political and economic events and policies. In addition, governments from time to time intervene in certain markets. Such intervention often is intended directly to influence prices and may cause or contribute to rapid fluctuations in asset prices, which may adversely affect the Company’s returns.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Syndication and/or Transfer of Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company may originate and/or purchase certain debt assets, including ancillary equity assets (“Assets”). The Company may also purchase certain Assets (including, participation interests or other indirect economic interests) that have been originated by other affiliated or unaffiliated parties and/or trading on the secondary market. The Company may, in certain circumstances, originate or purchase such Assets with the intent of syndicating and/or otherwise transferring a significant portion thereof. In such instances, the Company will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Company will also bear the risk of any inability to syndicate or otherwise transfer such Assets or such amount thereof as originally intended, which could result in the Company owning a greater interest therein than anticipated.</div><div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis has formed SPV I for the purpose of entering into a credit agreement with Goldman Sachs Bank USA, and may in the future form additional wholly owned and/or “controlled” (as defined in Section 2(a)(9) of the 1940 Act) subsidiaries (together with SPV I, a “Subsidiary”). The Company complies with the provisions of the 1940 Act governing capital structure and leverage in respect of each Subsidiary (i.e., any borrowings of SPV I are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act) and will comply with such requirements in respect of any newly formed Subsidiary. In addition, any such Subsidiary complies (or will comply) with the 1940 Act provisions related to affiliated transactions.</div><div style="text-align: justify; text-indent: 36pt;">The Advisory Agreement contemplates that the Advisor may provide its advisory services to the Company through wholly owned or primarily controlled subsidiaries of the Company. To the extent that the Company forms a wholly owned or primarily controlled subsidiary advised by an investment adviser other than the Advisor, the investment adviser to such subsidiaries will comply with the provisions of the 1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act.</div><div style="font-style: italic; font-weight: bold;">The Company May Need to Raise Additional Capital.</div><div style="text-align: justify; text-indent: 36pt;">The Company may need additional capital to fund new investments and grow its portfolio of investments once it has fully invested the net proceeds of this offering. Unfavorable economic conditions could increase the Company’s funding costs or limit its access to the capital. A reduction in the availability of new capital could limit the Company’s ability to grow. In addition, the Company is required to distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to investors to maintain its qualification as a RIC. As a result, these earnings will not be available to fund new investments. An inability on the Company’s part to access the capital successfully could limit its ability to grow its business and execute its business strategy fully and could decrease its earnings, if any, which would have an adverse effect on the value of its securities.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Counterparty Risks.</div><div style="text-align: justify; text-indent: 36pt;">To the extent that contracts for investment will be entered into between the Company and a market counterparty as principal (and not as agent), the Company is exposed to the risk that the market counterparty may, in an insolvency or similar event, be unable to meet its contractual obligations to the Company. The Company may have a limited number of potential counterparties for certain of its investments, which may significantly impair the Company’s ability to reduce its exposure to counterparty risk. In addition, difficulty reaching an agreement with any single counterparty could limit or eliminate the Company’s ability to execute such investments altogether. Because certain purchases, sales, hedging, financing arrangements and other instruments in which the Company will engage are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Company is subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Company intends to pursue its remedies under any such contracts, there can be no assurance that a counterparty will not default and that the Company will not sustain a loss on a transaction as a result.</div><div style="font-style: italic; font-weight: bold;">The Board May Make Certain Changes in the Company’s Investment Objectives, Operating Policies or Strategies Without Prior Notice or Investor Approval.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s Board has the authority to modify or waive certain of the Company’s operating policies and strategies without prior notice (except as required by the 1940 Act) and without investor approval. However, absent investor approval, the Company may not change the nature of its business so as to cease to be, or withdraw its election as, a BDC. Under Delaware law, the Company also cannot be dissolved without prior investor approval. The Company cannot predict the effect any changes to its current operating policies and strategies would have on its business, operating results and value of its shares. Nevertheless, the effects may adversely affect the Company’s business and impact its ability to make distributions.</div><div style="font-style: italic; font-weight: bold;">The Board May Make Certain Changes to the Company’s Declaration of Trust Without Prior Investor Approval.</div><div style="text-align: justify; text-indent: 36pt;">Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitation to classify the Board, to impose advance notice bylaw provisions for Trustee nominations or for shareholder proposals, to require super- majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Allocation of Investment Opportunities and Related Conflicts.</div><div style="text-align: justify; text-indent: 36pt;">The Company generally is prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Trustees and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally is prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Trustees. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Trustees and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or Trustees or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Company and other funds managed by Kennedy Lewis or its affiliates. Most importantly, the Company generally is prohibited from co-investing with Other Kennedy Lewis Investors or affiliates of the Advisor in Kennedy Lewis-originated loans and financings except for pursuant to the co-investment exemptive relief granted by the SEC (the “Co-Investment Order”) which delineates the requirements the Advisor must comply with for the Company to invest with Other Kennedy Lewis Investors.</div><div style="text-align: justify; text-indent: 36pt;">Any such co-investments are subject to certain conditions, including that co-investments are made in a manner consistent with the Company’s investment objectives and strategies, certain Board Criteria, and the other applicable conditions of the Co-Investment Order. Under the terms of the relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Independent Trustees must reach certain conclusions in connection with a co-investment transaction, including that: (i) the terms of the proposed transaction are reasonable and fair to the Company and its shareholders and do not involve overreaching in respect of the Company or its shareholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s then-current investment objectives and strategies.</div><div style="text-align: justify; text-indent: 36pt;">As a result of the relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of Other Kennedy Lewis Investors, including, in some cases, proprietary accounts of Kennedy Lewis. Because investments are allocated across multiple Kennedy Lewis Accounts, the Company will at times receive a lower allocation to an investment than desired; likewise, the Company may also be limited in the degree to which it is able to participate in selling opportunities that it may otherwise wish to due to allocations, including non-pro rata allocations, to Other Kennedy Lewis Investors.</div><div style="text-align: justify; text-indent: 36pt;">If the Advisor identifies an investment and the Company is unable to rely on the co-investment relief for that particular opportunity, the Advisor will be required to determine which accounts should make the investment at the potential exclusion of other accounts. In such circumstances, the Advisor will adhere to its investment allocation policy in order to determine the account to which to allocate investment opportunities. Accordingly, it is possible that the Company may not be given the opportunity to participate in investments made by other accounts.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Distributions.</div><div style="text-align: justify; text-indent: 36pt;">The Company intends to pay quarterly distributions to shareholders out of assets legally available for distribution. The Company cannot guarantee that it will make distributions, and if it does it may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or return of capital, and although the Company generally expects to fund distributions from cash flow from operations, it has not established limits on the amounts it may pay from such sources. The Company cannot guarantee that it will achieve investment results that will allow it to make a specified level of cash distributions or year-to-year increases in cash distributions. If the Company is unable to satisfy the asset coverage test applicable to it as a BDC, or if the Company violates certain debt financing agreements, its ability to pay distributions to shareholders could be limited. All distributions will be paid at the discretion of the Company’s Board and will depend on the Company’s earnings, financial condition, maintenance of RIC status, compliance with applicable BDC regulations, compliance with debt financing agreements and such other factors as the Board may deem relevant from time to time. The distributions the Company pays to investors in a year may exceed the Company’s taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.</div><div style="text-align: justify; text-indent: 36pt;">Investors who periodically receive the payment of a distribution from a RIC consisting of a return of capital for U.S. federal income tax purposes may be under the impression that they are receiving a distribution of RIC’s net ordinary income or capital gains when they are not. Accordingly, investors should read carefully any written disclosure accompanying a distribution from the Company and the information about the specific tax characteristics of the Company’s distributions provided to investors after the end of each calendar year, and should not assume that the source of any distribution is the Company’s net ordinary income or capital gains. To the extent that the Company’s distributions contain a return of capital, such distributions should not be considered the dividend yield or total return of an investment in the Common Shares. The amount treated as a tax-free return of capital will reduce a shareholder’s adjusted tax basis in the Common Shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential taxable loss on the sale of Common Shares.</div><div style="font-style: italic; font-weight: bold;">The Board Has the Discretion to Not Repurchase Common Shares, to Suspend the Share Repurchase Program, and to Cease Repurchases.</div><div style="text-align: justify; text-indent: 36pt;">Our Board has adopted a share repurchase program, which the Board may amend, suspend or terminate the share repurchase program at any time in its discretion. You may not be able to sell your shares at all in the event our Board amends, suspends or terminates the share repurchase program, absent a “Liquidity Event,” which is defined as including (1) an Exchange Listing or (2) a Sale Transaction. We currently do not intend to undertake a Liquidity Event, and we are not obligated by our Declaration of Trust or otherwise to effect a Liquidity Event at any time. We will notify you of such developments in our quarterly reports or other filings. In the event the amount of Common Shares tendered exceeds the repurchase offer amount, Common Shares will be repurchased on a pro rata basis based on the total number of Common Shares tendered. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.</div><div style="font-style: italic; font-weight: bold;">Investing in Private and Middle Market Portfolio Companies Poses the Risk of Losing All or Part of Its Investment.</div><div style="text-align: justify; text-indent: 36pt;">Investment in private and middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and the Company relies on the ability of the Advisor’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If the Company is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and it may lose money on its investments. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that the Company holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Company realizing any guarantees it may have obtained in connection with its investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the Company’s portfolio companies and, in turn, on the Company. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, the Company’s executive officers, trustees and investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from its investments in portfolio companies.</div><div style="font-style: italic; font-weight: bold;">The Company Faces Risks Associated With the Deployment of Its Capital.</div><div style="text-align: justify; text-indent: 36pt;">In light of the nature of our continuous offering as well as ongoing and any periodic private offerings in relation to our investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying investments on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our Common Shares in the offering or any private offering and the time we invest the net proceeds. For example, privately negotiated investments in loans and illiquid securities of private middle-market companies require substantial due diligence and structuring, and there can be no assurance that the Company will achieve its anticipated investment pace. In addition, our proportion of privately negotiated investments may be lower than expected. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our shareholders that may be invested in money market accounts or other similar temporary investments.</div><div style="text-align: justify; text-indent: 36pt;">In the event we are unable to find suitable investments such cash may be maintained for longer periods, which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to shareholders. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.</div><div style="font-style: italic; font-weight: bold;">The Company is Currently Operating in a Period of Capital Markets Disruption, Significant Volatility and Economic Uncertainty.</div><div style="text-align: justify; text-indent: 36pt;">The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.</div><div style="text-align: justify; text-indent: 36pt;">Various social and political tensions around the world may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide.</div><div style="text-align: justify; text-indent: 36pt;">The extent and duration or escalation of such conflicts, resulting sanctions and future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to portfolio companies located in affected regions or that have substantial business relationships with companies in the affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions or a prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.</div><div style="font-style: italic; font-weight: bold;">The Company is Exposed to Risks Related to Bank Failures.</div><div style="text-align: justify; text-indent: 36pt;">The Company, Advisor, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties<span style="font-weight: bold; font-style: italic;">.</span></div><div style="text-align: justify; text-indent: 36pt;">Our cash and our Advisor’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Advisor and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Advisor, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Advisor’s and our portfolio companies’ business, financial condition, results of operations, or prospects.</div><div style="text-align: justify; text-indent: 36pt;">Although we and our Advisor assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Advisor or our portfolio companies, the financial institutions with which we, our Advisor or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Advisor or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.</div><div style="text-align: justify; text-indent: 36pt;">In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Advisor, or our portfolio companies to acquire financing on acceptable terms or at all.</div><div style="font-style: italic; font-weight: bold;">The Company is Exposed to Risks Associated With Changes in Interest Rates.</div><div style="text-align: justify; text-indent: 36pt;">General interest rate fluctuations may have a substantial negative impact on our investments and our investment returns and, accordingly, may have a material effect on our investment objective and our net investment income.</div><div style="text-align: justify; text-indent: 36pt;">Because we borrow money and may issue debt securities or preferred shares to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred shares and the rate at which we invest these funds. In a period of rising interest rates, which have been experienced in the United States and many other countries around the world in recent years, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, with the net impact being an increase to our net investment income. Conversely, if interest rates decrease we may earn less interest income from investments and our cost of funds will also decrease, potentially resulting in lower net investment income. In periods of falling interest rates, the probability that loans will be pre-paid increases as borrowers tend to refinance their debt to reduce their borrowing costs. In such periods, there is a risk that the Company might not be able to invest in new loans on the same terms, or at all. If the Company cannot invest in new loans on terms that are the same or better than the investments that are repaid, the Company’s operations and financial conditions could be adversely affected. In addition, falling interest rates could lead to loans generating lower returns for the Company for the same level of risk. The Company could therefore need to invest in riskier loans to achieve the same level of returns.</div><div style="text-align: justify; text-indent: 36pt;">In the current economic environment, we may take on fixed rate liabilities which will remain at the elevated interest rate even if interest rates decrease. Thus, the decrease in our investment income would not be offset by decreased borrowing costs, potentially affecting the Company’s future distributions to shareholders. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates and to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.</div><div style="text-align: justify; text-indent: 36pt;">Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our Common Shares less attractive if we are not able to pay dividends at a level that provides a similar return, which could reduce the value of our Common Shares.</div><div style="font-weight: bold;">Risks Related to the Company’s Investments</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to General Risks.</div><div style="text-align: justify; text-indent: 36pt;">A fundamental risk associated with the Company’s investment strategy is that the companies in whose debt the Company invests will be unable to make regular payments (<span style="font-style: italic;">e.g.</span>, principal and interest payments) when due, or at all, or otherwise fail to perform. Portfolio companies could deteriorate as a result of, among other factors, an adverse development in their business, poor performance by their management teams, a change in the competitive environment, an economic downturn or legal, tax or regulatory changes. Portfolio companies that the Advisor expects to remain stable may in fact operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.</div><div style="font-style: italic; font-weight: bold;">The Company’s Portfolio Companies May be Highly Leveraged.</div><div style="text-align: justify; text-indent: 36pt;">Portfolio companies may be highly leveraged, and there may be no restriction on the amount of debt a portfolio company can incur. Substantial indebtedness may add additional risk with respect to a portfolio company, and could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and/or (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. In some cases, proceeds of debt incurred by a portfolio company could be paid as a dividend to shareholders rather than retained by the portfolio company for its working capital. Leveraged companies are often more sensitive to declines in revenues, increases in expenses, and adverse business, political, or financial developments or economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of such companies or their industries. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.</div><div style="text-align: justify; text-indent: 36pt;">If a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments to its lenders, it may be forced to take other actions to satisfy such obligations under its indebtedness. These alternative measures may include reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly reduce the value of the Company’s investment(s) in such portfolio company. If such strategies are not successful and do not permit the portfolio company to meet its scheduled debt service obligations, the portfolio company may also be forced into liquidation, dissolution or insolvency, and the value of the Company’s investment in such portfolio company could be significantly reduced or even eliminated.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Issuer/Borrower Fraud.</div><div style="text-align: justify; text-indent: 36pt;">Of paramount concern in originating loans is the possibility of material misrepresentation or omission on the part of borrowers or guarantors. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Company or its affiliates to perfect or effectuate a lien on the collateral securing the loan. The Company or its affiliates will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Due to its Reliance on Portfolio Company Management.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor generally will seek to monitor the performance of investments in operating companies either through interaction with the board of the applicable company and/or by maintaining an ongoing dialogue with the company’s management and/or sponsor team. However, the Company generally will not be in a position to control any borrower by virtue of investing in its debt and the portfolio company’s management will be primarily responsible for the operations of the company on a day-to-day basis. Although it is the intent of the Company to invest in companies with strong management teams, there can be no assurance that the existing management team, or any new one, will be able to operate the company successfully. In addition, the Company is subject to the risk that a borrower in which it invests may make business decisions with which the Company disagrees and the management of such borrower, as representatives of the common equity holders, may take risks or otherwise act in ways that do not serve the interests of the debt investors, including the Company. Furthermore, in exercising its investment discretion, the Advisor may in certain circumstances commit funds of the Company to other entities that will be given a mandate to make certain investments consistent with the Company’s investment objective and that may earn a performance-based fee on those investments. Once such a commitment is made, such entities will have full control over the investment of such funds, and the Advisor will cease to have such control.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Environmental Matters.</div><div style="text-align: justify; text-indent: 36pt;">Ordinary operation or the occurrence of an accident with respect to the portfolio companies in which the Company invests could cause major environmental damage, which may result in significant financial distress to the Company’s investments and any portfolio company holding such assets, even if covered by insurance. Certain environmental laws and regulations may require that an owner or operator of an asset address prior environmental contamination, which could involve substantial cost and other liabilities. The Company (and the shareholders) may therefore be exposed to substantial risk of loss from environmental claims arising in respect of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Even in cases where the Company is indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Company to achieve enforcement of such indemnities. See also “The Company is Subject to Risks from Provision of Managerial Assistance and Control Person Liability” below.</div><div style="font-style: italic; font-weight: bold;">The Company May Elect Not to or May be Unable to Make Follow-On Investments in Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">Following an initial investment in a portfolio company, the Company may make additional investments in that portfolio company as “follow-on” investments, in order to:</div><table cellpadding="0" class="DSPFListTable" id="z826e353873914ce299193aca80093fd6" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>increase or maintain in whole or in part the Company’s voting percentage;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zba799a6995774b9eb5ae856ed9f24996" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z4747f914d5f94afea45a8b50b4895dbf" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>attempt to preserve or enhance the value of the Company’s investment.</div> </td> </tr> </table><div style="text-align: justify; text-indent: 36pt;">The Company may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company has the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the Company’s initial investment, or may result in a missed opportunity for the Company to increase its participation in a successful operation. Even if the Company has sufficient capital to make a desired follow-on investment, it may elect not to make a follow-on investment because it may not want to increase its concentration of risk, because it prefers other opportunities or because it is inhibited by compliance with BDC requirements, or compliance with the requirements for maintenance of its RIC status.</div><div style="font-style: italic; font-weight: bold;">The Company May Be Subject to Risks Due to Not Holding Controlling Equity Interests in Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">The Company does not generally intend to take controlling equity positions in the Company’s portfolio companies. To the extent that the Company does not hold a controlling equity interest in a portfolio company, it will be subject to the risk that such portfolio company may make business decisions with which the Company disagrees, and the shareholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to the Company’s interests. Due to the lack of liquidity for the debt and equity investments that the Company typically holds in portfolio companies, the Company may not be able to dispose of its investments in the event it disagrees with the actions of a portfolio company, and may therefore suffer a decrease in the value of its investments.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Defaults by Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">A portfolio company’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on the portfolio company’s assets representing collateral for its obligations. This could trigger cross defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that the Company holds and the value of any equity securities the Company owns. The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Third Party Litigation.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investment activities subject it to the normal risks of becoming involved in litigation initiated by third parties. This risk is somewhat greater where the Company exercises control or influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Company (to the extent not borne by the portfolio companies) and would reduce net assets. The Advisor and others are indemnified in connection with such litigation, subject to certain conditions.</div><div style="font-style: italic; font-weight: bold;">Inflation May Adversely Affect the Business, Results of Operations and Financial Condition of Our Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.</div><div style="text-align: justify; text-indent: 36pt;">Globally, inflation and rapid fluctuations in inflation rates have in the past had negative effects on economies and financial markets, and may do so in the future. Wages and prices of input increase during periods of inflation which can negatively impact returns of our portfolio companies. In an attempt to stabilize inflation, governments may impose wage and price controls, or otherwise intervene in the economy. Governmental efforts to curb inflation may have negative effects on levels of economic activity.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Reliance on Projections.</div><div style="text-align: justify; text-indent: 36pt;">The Company may rely upon projections developed by the Advisor concerning an investment’s future performance, outcome and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of the Advisor. The inaccuracy of certain assumptions, the failure to satisfy certain requirements and the occurrence of other unforeseen events could impair the ability of an investment to realize projected values, outcomes and cash flow.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Investments in Undervalued Assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in undervalued loans and other assets as part of its investment strategy. The identification of investment opportunities in undervalued loans and other assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial or complete losses.</div><div style="text-align: justify; text-indent: 36pt;">The Company may incur substantial losses related to assets purchased on the belief that they were undervalued by their sellers, if they were not in fact undervalued at the time of purchase. In addition, the Company may be required to hold such assets for a substantial period of time before realizing their anticipated value, and there is no assurance that the value of the assets would not decline further during such time. Moreover, during this period, a portion of the Company’s assets would be committed to those assets purchased, thus preventing the Company from investing in other opportunities. In addition, the Company may finance such purchases with borrowed funds and thus will have to pay interest on such borrowed amounts during the holding period.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Illiquidity of the Company’s Assets and Distributions In Kind.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests primarily in private illiquid debt, loans and other assets for which no (or only a limited) liquid market exists or that are subject to legal or other restrictions on transfer and are difficult to sell in a secondary market. In some cases, the Company may be prohibited from selling such investments for a period of time or otherwise be restricted from disposing of such investments. The market prices, if any, for such assets tend to be volatile, and may fluctuate due to a variety of factors that are inherently difficult to predict. Furthermore, the types of investments made may require a substantial length of time to liquidate due to the lack of an established market for such investments or other factors. As a result, there is a significant risk that the Company may be unable to realize its investment objective by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. Accordingly, the Advisor is unable to predict with confidence what, if any, exit strategies will ultimately be available for any given asset. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal or other reasons, and the Company may not be able to sell assets when the Company desires to do so or to realize what the Advisor perceives to be the fair value of its assets in the event of a sale. Further, although the Advisor may at the time of making investments expect a certain portion of such investments to be refinanced or repaid before maturity, depending on economic conditions, interest rates and other variables, borrowers may not finance or repay loans early. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. In addition, in times of extreme market disruption, there may be no market at all for one or more asset classes, potentially resulting in the inability of the Company to dispose of its assets for an indefinite period of time. Even if investments are successful, they are unlikely to produce a realized return to shareholders for a period of years. Furthermore, a portion of interest on investments is paid in kind rather than in cash to the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Priority of Repayment of Debt Investments.</div><div style="text-align: justify; text-indent: 36pt;">The characterization of an investment as senior debt or senior secured debt does not mean that such debt will necessarily have repayment priority with respect to all other obligations of a portfolio company. Portfolio companies may have, and/or may be permitted to incur, other debt and liabilities that rank equally with or senior to the senior loans in which the Company invests. If other indebtedness is incurred that ranks in parity in right of payment or proceeds of collateral with respect to debt securities in which the Company invests, the Company would have to share on an equal basis any distributions with other creditors in the event of a liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company. Where the Company holds a first lien to secure senior indebtedness, the portfolio companies may be permitted to issue other senior loans with liens that rank junior to the first liens granted to the Company. The intercreditor rights of the holders of such other junior lien debt may, in any liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company, affect the recovery that the Company would have been able to achieve in the absence of such other debt.</div><div style="text-align: justify; text-indent: 36pt;">Even where the senior loans held by the Company are secured by a perfected lien over a substantial portion of the assets of a portfolio company and its subsidiaries, the portfolio company and its subsidiaries will often be able to incur a substantial amount of additional indebtedness, which may have an exclusive lien over particular assets. For example, debt and other liabilities incurred by non-guarantor subsidiaries of portfolio companies will be structurally senior to the debt held by the Company. Accordingly, any such debt and other liabilities of such subsidiaries would, in the event of liquidation, dissolution, insolvency, reorganization or bankruptcy of such subsidiary, be repaid in full before any distributions to an obligor of the loans held by the Company. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which the Company has a lien. The Company also invests in second lien secured debt. Second lien debt is granted a second priority security interest in collateral, which means that any realization of collateral will generally be applied to pay senior secured debt in full before second lien debt is paid. Consequently, the fact that debt is secured does not guarantee that the Company will receive principal and interest payments according to the debt’s terms, or at all, or that the Company will be able to collect on the debt should we be forced to enforce our remedies.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Certain Guarantees.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in debt that is guaranteed by a subsidiary of the issuer. In some circumstances, guarantees of secured debt issued by subsidiaries of a portfolio company and held by the Company may be subject to fraudulent conveyance or similar avoidance claims made by other creditors of such subsidiaries under applicable insolvency laws. As a result, such creditors may take priority over the claims of the Company under such guarantees. Under federal or state fraudulent transfer law, a court may void or otherwise decline to enforce such debt and the Company would no longer have any claim against such portfolio company or the applicable guarantor. In addition, the court might direct the Company to disgorge any amounts already received from the portfolio company or a guarantor. In some cases, significant subsidiaries of portfolio companies may not guarantee the obligations of the portfolio company; in other cases, a portfolio company may have the ability to release subsidiaries as guarantors of the portfolio company’s obligations. The repayment of such investments may depend on cash flow from subsidiaries of a portfolio company that are not themselves guarantors of the portfolio company’s obligations.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Secured Loans.</div><div style="text-align: justify; text-indent: 36pt;">Most of the loans held by the Company are secured. These investments may be subject to the risk that the Company’s security interests in the underlying collateral are not properly or fully perfected. Compounding these risks, the collateral securing debt investments will often be subject to casualty or devaluation risks.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Senior Secured Debt and Unitranche Debt.</div><div style="text-align: justify; text-indent: 36pt;">When the Company invests in senior secured term debt and unitranche debt, it will generally take a security interest in the available assets of these portfolio companies, including equity interests in their subsidiaries. There is a risk that the collateral securing the Company’s investments may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in some circumstances, the Company’s security interest could be subordinated to claims of other creditors. In addition, any deterioration in a portfolio company’s financial condition and prospects, including any inability on its part to raise additional capital, may result in the deterioration in the value of the related collateral. Consequently, the fact that debt is secured does not guarantee that the Company will receive principal and interest payments according to the investment terms or at all, or that the Company will be able to collect on the investment should the Company be forced to enforce its remedies.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Business and Credit Risks.</div><div style="text-align: justify; text-indent: 36pt;">Investments made by the Company generally will involve a significant degree of financial and/or business risk. The securities in which the Company invests may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations or interest that is paid-in-kind (which tend to increase business and credit risks if an investment becomes impaired because there would be little to no realized proceeds through cash interest payments prior to such impairment). These types of securities are subject to the risk of the issuer’s inability to make principal and interest payments on its obligations (<span style="font-style: italic;">i.e.</span>, credit risk) and are also subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (<span style="font-style: italic;">i.e.</span>, market risk).</div><div style="text-align: justify; text-indent: 36pt;">Business risks may be more significant in smaller portfolio companies or those that are embarking on a build-up or operating turnaround strategy. Such companies may have no or short operating histories, new technologies and products and their management teams may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful finance personnel and other operational strategies and resources in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s services, a potential regulatory risk for new or untried and/or untested business models (if applicable), products and services to the extent they relate to regulated activities in the relevant jurisdiction, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Such companies will have no or short operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow.</div><div style="font-style: italic; font-weight: bold;">The Company’s Investments May be Affected by Force Majeure Events.</div><div style="text-align: justify; text-indent: 36pt;">The instruments in which the Company invests may be affected by force majeure events (<span style="font-style: italic;">i.e.</span>, events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a portfolio company to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio company of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss, including if the Company’s investment in such issuer is cancelled, unwound or acquired (which could be without what the Advisor considers to be adequate compensation). Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Company may invest specifically. To the extent the Company is exposed to investments in issuers that as a group are exposed to such force majeure events, the Company’s risks and potential losses are enhanced.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Infectious Disease and Pandemics.</div><div style="text-align: justify; text-indent: 36pt;">Certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. Outbreaks such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, the COVID-19, or other similarly infectious diseases may have material adverse impacts on the Company, the Advisor, their respective affiliates and portfolio companies. Actual pandemics, or fear of pandemics, can trigger market disruptions or economic turndowns with the consequences described above. The Advisor cannot predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Company’s investments.</div><div style="text-align: justify; text-indent: 36pt;">The outbreak of disease epidemics may result in the closure of the Advisor’s and/or a portfolio company’s offices or other businesses, including office buildings, retail stores and other commercial venues and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business which may adversely affect the ability of a portfolio company to perform its obligations, (b) disruption of regional or global trade markets and/or the availability of capital, (c) the availability of leverage, including an inability to obtain indebtedness at all or to the Company’s desired degree, and less favorable timing of repayment and other terms with respect to such leverage, (d) trade or travel restrictions which impact a portfolio company’s business and/or (e) a general economic decline and have an adverse impact on the Company’s value, the Company’s investments, or the Company’s ability to make new investments.</div><div style="text-align: justify; text-indent: 36pt;">If a future pandemic occurs during a period when the Company expects to be harvesting its investments, the Company may not achieve its investment objective or may not be able to realize its investments within the Company’s term.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Artificial Intelligence and Machine Learning Technology.</div><div style="text-align: justify; text-indent: 36pt;">Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.</div><div style="text-align: justify; text-indent: 36pt;">Recent technological advances in AI pose risks to the Company, the Advisor, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.</div><div style="text-align: justify; text-indent: 36pt;">Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Advisor does not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Advisor’s business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Advisor to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Advisor. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Advisor.</div><div style="text-align: justify; text-indent: 36pt;">Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments.</div><div style="text-align: justify; text-indent: 36pt;">AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.</div><div style="font-style: italic; font-weight: bold;">The Company May Invest in Loans with Limited Amortization Requirements.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in loans that have limited mandatory amortization requirements. While such a loan may obligate a portfolio company to repay the loan out of asset sale proceeds or with annual excess cash flow, such requirements may be subject to substantial limitations and/or “baskets” that would allow a portfolio company to retain such proceeds or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over the life of the investment may increase the risk that a portfolio company will not be able to repay or refinance the loans held by the Company when they come due at their final stated maturity.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Potential Early Redemption of Some Investments.</div><div style="text-align: justify; text-indent: 36pt;">The terms of loans in which the Company invests may be subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal of an obligation held by the Company earlier than expected, either with no or a nominal prepayment premium. This may happen when there is a decline in interest rates, or when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt or when general credit market conditions improve. Assuming an improvement in the credit market conditions, early repayments of the debt held by the Company could increase. There is no assurance that the Company will be able to reinvest proceeds received from prepayments in assets that satisfy its investment objective, and any delay in reinvesting such proceeds may materially affect the performance of the Company. Conversely, if the prepayment does not occur within the expected timeframe or if the debt does not otherwise become liquid, the term of the Company may continue in operation for longer than expected or the Company may make distributions in kind.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Licensing Requirements.</div><div style="text-align: justify; text-indent: 36pt;">Certain banking and regulatory bodies or agencies in or outside the United States may require the Company, the Advisor and/or certain employees of Kennedy Lewis to obtain licenses or authorizations to engage in many types of lending activities including the origination of loans. It may take a significant amount of time and expense to obtain such licenses or authorizations and the Company may be required to bear the cost of obtaining such licenses and authorizations. There can be no assurance that any such licenses or authorizations would be granted or, if granted, whether any such licenses or authorizations would impose restrictions on the Company. Such licenses or authorizations may require the disclosure of confidential information about the Company, shareholders or their respective affiliates, including the identity, financial information and/or information regarding the shareholders and their officers and trustees. The Company may not be willing or able to comply with these requirements. Alternatively, the Advisor and/or its affiliates may be compelled to structure certain potential investments in a manner that would not require such licenses and authorizations, although such transactions may be inefficient or otherwise disadvantageous for the Company and/or any relevant portfolio company, including because of the risk that licensing authorities would not accept such structuring alternatives in lieu of obtaining a license or authorization. The inability of the Company or the Advisor, affiliates and/or certain of their respective employees to obtain necessary licenses or authorizations, the structuring of an investment in an inefficient or otherwise disadvantageous manner, or changes in licensing regulations, could adversely affect the Company’s ability to implement its investment program and achieve its intended results.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks from Provision of Managerial Assistance and Control Person Liability.</div><div style="text-align: justify; text-indent: 36pt;">The Company may obtain rights to participate in the governance of certain of the Company’s portfolio companies. In such instances, the Company typically will designate board members to serve on the boards of portfolio companies. The designation of representatives and other measures contemplated could expose the assets of the Company to claims by a portfolio company, its security holders and its creditors, including claims that the Company is a controlling person and thus is liable for securities laws violations and other liabilities of a portfolio company. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws) or other types of liability in which the limited liability generally characteristic of business ownership may be ignored. If these liabilities were to arise, the Company might suffer a significant loss. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against the Company if the designated board members violate their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose the Company to claims that it has interfered in management to the detriment of a portfolio company. While the Advisor intends to operate the Company in a way that will minimize the exposure to these risks, the possibility of successful claims cannot be precluded, nor can there be any assurance as to whether laws, rules, regulations and court decisions will be expanded or otherwise applied in a manner that is adverse to portfolio companies and the Company and the shareholders.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks of Investments in Certain Countries.</div><div style="text-align: justify; text-indent: 36pt;">The Company makes investments in a number of different countries, some of which may prove unstable. Depending on the country in which a portfolio company is located, such investments may involve a number of risks, including the risk of adverse political developments such as nationalization, confiscation without fair compensation or war, and the risk of regulations which might prevent the implementation of cost cutting or other operational improvements.</div><div style="text-align: justify; text-indent: 36pt;">A portion of the Company’s assets have been and continue to be invested in loans denominated in currencies other than the U.S. dollar or the price of which is determined with references to such currencies. As a result, any fluctuation in exchange rates will affect the value of investments. The Company generally expects to employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Furthermore, the Company may incur costs in connection with conversions between various currencies.</div><div style="text-align: justify; text-indent: 36pt;">Investments in corporations or assets in certain countries may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws. In addition, such investments may give rise to taxes in local jurisdictions, for which a shareholder may not be entitled to any corresponding credit or tax benefit to a shareholder. Such investments may also give rise to tax filing obligations for shareholders in these jurisdictions, although the Advisor may structure such investments so as to prevent such obligations from being imposed on shareholders. Also, some governments from time to time may impose restrictions intended to prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or asset transfers or the imposition of exchange controls making it difficult or impossible to exchange or repatriate the local currency. In addition, the laws of various countries governing business organizations, bankruptcy and insolvency may make legal action difficult and provide little, if any, legal protection for investors.</div><div style="text-align: justify; text-indent: 36pt;">The availability of information within developing countries and emerging market jurisdictions, including information concerning their economies and the securities of companies in such countries, and the amount of government supervision and regulation of private companies in developing countries, generally is more limited than is the case in more developed countries. The accounting, auditing and financial reporting standards and practices of certain countries may not be equivalent to those employed in more developed countries and may differ in fundamental respects. Accordingly, the Company’s ability to conduct due diligence in connection with their investments and to monitor the investments may be adversely affected by these factors. The Company may not be in a position to take legal or management control of its investments in certain countries. It may have limited legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it may be difficult to obtain and enforce a judgment.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to its Hedging Strategy and Policies.</div><div style="text-align: justify; text-indent: 36pt;">The Company may employ hedging or other risk management techniques designed to reduce the risk of adverse interest rate or currency movements, credit market risk and certain other risks. There can be no assurance that any hedging transactions will be successful or comprehensive. For example, the Company may not be able to or may elect not to hedge interest payments in foreign currencies. Similarly, the Company may hedge certain credit markets generally in order to seek to provide overall risk reduction to the Company. The variable degree of correlation between price movements of hedging instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater, or gains smaller, than losses or gains, as the case may be, in the value of the underlying position. While the transactions implementing such hedging strategies may reduce certain risks, such transactions themselves may entail certain other risks, such as the risk that counterparties to such transactions may default on their obligations and the risk that the prices and/or cash flows being hedged behave differently than expected. Thus, while the Company may benefit from the use of hedging mechanisms, unanticipated changes in interest rates, currency exchange rates, commodity prices, securities prices or credit market movements may result in a poorer overall performance for the Company than if it had not entered into such hedging transactions. Additionally, hedging transactions will add to the cost of an investment, may require ongoing cash payments to counterparties, may subject the Company to the risk that the counterparty defaults on its obligations, and may produce different economic or tax consequences to the shareholders than would apply if the Company had not entered into such hedging transactions. The Company may engage in short selling and use derivative instruments (including commodities hedging instruments) in implementing hedging transactions, including futures contracts, swaps, forward contracts, and options. Furthermore, upon the bankruptcy, insolvency or liquidation of any counterparty, the Company may be deemed to be a general unsecured creditor of such counterparty and could suffer a total loss with respect to any positions and/or transactions with such counterparty.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Derivatives.</div><div style="text-align: justify; text-indent: 36pt;">Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indexes and other assets. The Company may, directly or indirectly, use various derivative instruments including options contracts, futures contracts, swaps, forward contracts, options on futures contracts, indexed securities and swap agreements for hedging and risk management purposes. The Company also may use derivative instruments to approximate or achieve the economic equivalent of an otherwise permitted investment (as if the Company directly invested in the loans, claims or securities of the subject issuer) or if such instruments are related to an otherwise permitted investment. The Company’s use of derivative instruments involves investment risks and transaction costs to which the Company would not be subject absent the use of these instruments and, accordingly, may result in losses that would not occur if such instruments had not been used. The use of derivative instruments may entail risks including, among others, leverage risk, volatility risk, duration mismatch risk, correlation risk and counterparty risk.</div><div style="font-style: italic; font-weight: bold;">The Company’s Ability to Enter into Transactions Involving Derivatives and Financial Commitment Transactions May be Limited.</div><div style="text-align: justify; text-indent: 36pt;">Under Rule 18f-4 under the 1940 Act, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements, and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in the rule. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the rule, when the Company trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Company needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (<span style="font-style: italic;">e.g.</span>, bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently operates as a “limited derivatives user,” and these requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Contingent Liabilities.</div><div style="text-align: justify; text-indent: 36pt;">The Company is expected to incur contingent liabilities in connection with an investment from time to time. For example, in connection with the disposition of an investment, the Company may be required to make representations about the business and financial affairs of the underlying assets or business, or be responsible for the contents of disclosure documents. These arrangements may result in the incurrence of accrued expenses, liabilities or contingencies for which the Company may establish reserves or escrow accounts. The Company also invests and further expects to invest in a delayed draw or revolving credit facility. If the borrower subsequently draws down on the facility, the Company would be obligated to fund the amounts due. The Company may incur numerous other types of contingent liabilities. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to High Yield Debt.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests in “higher yielding” (and, therefore, generally higher risk) debt securities. In most cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. There are no restrictions on the credit quality of the Company’s loans. The market for high-yield securities has experienced periods of volatility and reduced liquidity. The market values of certain of these debt securities may reflect individual corporate developments. It is likely that a general economic recession or a major decline in the demand for products and services, in which the obligor operates, could have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these debt securities.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Investments in Unsecured Debt.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests a portion of its investment portfolio in unsecured indebtedness, whereas all or a significant portion of the issuer’s senior indebtedness may be secured. In such situations, the ability of the Company to influence a portfolio company’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Subordinated Loans.</div><div style="text-align: justify; text-indent: 36pt;">The Company may acquire and/or originate subordinated loans. If a borrower defaults on a subordinated loan or on debt senior to the Company’s loan, or in the event of the bankruptcy of a borrower, the loan held by the Company will be satisfied only after the senior loans are repaid in full. Under the terms of typical subordination agreements, senior creditors may be able to block the acceleration of the subordinated debt or the exercise by holders of subordinated debt of other rights they may have as creditors. Accordingly, the Company may not be able to take the steps necessary or sufficient to protect its investments in a timely manner or at all. In addition, subordinated loans may not always be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. If a borrower declares bankruptcy, the Company may not have full or any recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. Further, the Advisor’s ability to amend the terms of the Company’s loans, assign its loans, accept prepayments, exercise its remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings may be limited by intercreditor arrangements. In addition, the risks associated with subordinated loan securities include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the borrower’s ability to pay principal and interest on its loan. Many obligors on subordinated loan securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. The level of risk associated with investments in subordinated loans increases if such investments are loans of distressed or below investment grade issuers. Default rates for subordinated loan securities have historically been higher than has been the case for investment grade securities.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Non-Recourse Obligations.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in non-recourse obligations of issuers. Such obligations are payable solely from proceeds collected in respect of collateral pledged by an issuer to secure such obligations. None of the owners, officers, directors or incorporators of the issuers, board members, any of their respective affiliates or any other person or entity will be obligated to make payments on the obligations. Consequently, the Company, as holder of the obligations, must rely solely on distributions of proceeds of collateral debt obligations and other collateral pledged to secure obligations for payments due in respect of principal thereof and interest thereon. If distributions of such proceeds are insufficient to make payments on the obligations, no other assets will be available for such payments and following liquidation of all the collateral, the obligations of the issuers to make such payments will be extinguished.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Publicly-Traded Securities.</div><div style="text-align: justify; text-indent: 36pt;">Although not the investment focus of the Company, the Company may invest in publicly traded equity and debt securities. These investments are subject to certain risks, including the risk of loss from counterparty defaults, the risks arising from the volatility of the global fixed-income and equity markets, movements in the stock market and trends in the overall economy, increased obligations to disclose information regarding such companies, increased likelihood of shareholder litigation against such companies’ board members, which may include Kennedy Lewis personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. When buying a publicly traded security or other publicly traded instruments, the Company may be unable to obtain financial covenants or other contractual rights that the Company might otherwise be able to obtain in making privately-negotiated investments. Moreover, the Company may not have the same access to information in connection with investments in publicly traded securities or other publicly traded instruments, either when investigating a potential investment or after making an investment, as compared to a privately-negotiated investment. Publicly traded securities that are rated by rating agencies are often reviewed and may be subject to downgrade, which generally results in a decline in the market value of such security. Furthermore, the Company may be limited in its ability to make investments and to sell existing investments in public securities or other publicly traded instruments because Kennedy Lewis may have material, non-public information regarding the issuers of those securities or as a result of other Kennedy Lewis policies. Accordingly, there can be no assurance that the Company will make investments in public securities or other publicly traded instruments or, if it does, as to the amount it will invest. The inability to sell such securities or instruments in these circumstances could materially adversely affect the investment results of the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Originating Loans to Companies in Distressed Situations.</div><div style="text-align: justify; text-indent: 36pt;">As part of its lending activities, the Company or its affiliates may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to the Company, they involve a substantial degree of risk. Issuers of lower-rated securities generally are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. If an issuer’s financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, lower-rated investments may be thinly traded and there may be no established secondary or public market. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Company will correctly evaluate the value of the assets collateralizing the Company’s loans or the prospects for a successful reorganization or similar action.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments that May Become Distressed.</div><div style="text-align: justify; text-indent: 36pt;">The Company has made, and may continue to make, investments that become distressed due to factors outside the control of the Advisor. There is no assurance that there will be sufficient collateral to cover the value of the loans and/or other investments purchased by the Company or that there will be a successful reorganization or similar action of the company or investment which becomes distressed. In any reorganization or liquidation proceeding relating to a company in which the Company invests, the Company may lose its entire investment, may be required to accept cash or securities with a value less than the Company’s original investment and/or may be required to accept payment over an extended period of time. In addition, under applicable law, the Company may not be able to participate in future financings for restructured investments. Under such circumstances, the returns generated from the Company’s investments may not compensate the shareholders adequately for the risks assumed. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damage suffered by parties as a result of such actions. In addition, under circumstances involving a portfolio company’s insolvency, payments to the Company and distributions by the Company to the shareholders may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Investments in restructurings involving non-U.S. portfolio companies may be subject to various laws enacted in the countries of their issuance for the protection of creditors. These considerations will differ depending on the country in which each portfolio company is located or domiciled.</div><div style="text-align: justify; text-indent: 36pt;">Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Advisor. To the extent that the Advisor becomes involved in such proceedings, the Company may have participated more actively in the affairs of the company than that assumed generally by a passive investor. In addition, involvement by the Advisor in an issuer’s or portfolio company’s reorganization proceedings could result in the imposition of restrictions limiting the Company’s ability to liquidate its position in the issuer and/or portfolio company. Such investments would likely take more time to realize before generating any returns and may not generate income during the course of reorganization.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Acquisitions of Portfolios of Loans.</div><div style="text-align: justify; text-indent: 36pt;">The Company has invested in and may continue to invest in portfolios of loans. The Company is unlikely to be able to evaluate the credit or other risks associated with each of the underlying borrowers or negotiate the terms of underlying loans as part of its acquisition but instead must evaluate and negotiate with respect to the entire portfolio of loans or, in the case where the Company invests in contractual obligations to purchase portfolios of loans subsequently originated by a third party, with respect to the origination and credit selection processes of such third party rather than based on characteristics of a static portfolio of loans. As a result, one or more of the underlying loans in a portfolio may not include some of the characteristics, covenants and/or protections generally sought when the Company acquires or originates individual loans. Furthermore, while some amount of defaults are expected to occur in portfolios, defaults in or declines in the value of investments in excess of these expected amounts may have a negative impact on the value of the portfolio and may reduce the return that the Company receives in certain circumstances.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Revolver, Delayed-Draw and Line of Credit Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company has incurred and is expected to continue to, from time to time, incur contingent liabilities in connection with an investment. For example, the Company makes investments that are structured as “revolvers,” “delayed-draws” or “lines of credit.” These types of investments generally have funding obligations that extend over a period of time, and if the portfolio company subsequently draws down on the revolver or delayed-draw facility or on the line of credit, the Company would be obligated to fund the amounts due. However, there can be no assurance that a borrower will ultimately draw down on any such loan, in which case the Company may never fund the investment (in full or in part), which may result in inefficient deployment of capital. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div><div style="text-align: justify; text-indent: 36pt;">It is possible that a revolver, delayed-draw or line of credit investment would be bifurcated by Kennedy Lewis into separate investments, with certain investors (which may or may not include the Company) participating in the initial drawdowns and other investors (which may or may not include the Company) participating in the later drawdowns. In this situation, it is possible that investors that participate in the initial funding of an investment may receive certain economic benefits in connection with such initial funding, such as original issue discount, closing payments, or commitment fees and these benefits are expected to be allocated based on participation in the initial funding, regardless of participation in future funding obligations. Conversely, the investors participating only in the later funding obligations will have the benefit of the most recent portfolio company performance information in evaluating their investment whereas the investors that participated in the initial drawdowns (which may or may not include the Company) will be obligated in any event to fund such later funding obligations. In certain cases, the Company may participate in the initial funding of an investment, but may not participate in later-arising funding obligations (<span style="font-style: italic;">i.e.</span>, the revolver, delayed-draw or line of credit portions) related to such investment, including because of capacity limitations that an investment vehicle may have for making new revolver, delayed-draw investments or lines of credit or because Kennedy Lewis forms a new investment fund focused on investing in revolvers, delayed-draw investments and lines of credit. As a result, the Company may be allocated a smaller or larger portion of revolver, delayed-draw investments or lines of credit than other investors participating in the loan. Where the Company and any other participating investors have not participated in each funding of an investment on a pro rata basis, conflicts of interest may arise between the Company and the other investors as the interests of the Company and the other investors may not be completely aligned with respect to such investment. In addition, a revolver, delayed draw investment or line of credit may be senior to the rest of the loan or to the initial funding, and as a result, the interests of the Company may not be aligned with other participating investors. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div><div style="text-align: justify; font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Subordinated Debt Tranches.</div><div style="text-align: justify; text-indent: 36pt;">The Company has made, and may continue to make, investments in securities, including senior or subordinated and equity tranches, issued by CLOs. Investments in CLO securities are complex and are subject to a number of risks related to, among other things, changes in interest rates, the rate of defaults and recoveries in the collateral pool, prepayment rates, terms of loans purchased to replace loans in the collateral pool which have pre-paid, the exercise of remedies by more senior tranches and the possibility that no market will exist when the Company seeks to sell its interests in CLO securities. If a CLO fails to satisfy one of the coverage tests provided in its indenture, all distributions on those CLO securities held by the Company will cease until that CLO brings itself back into compliance with such coverage tests. CLO securities represent leveraged investments in the underlying collateral held by the CLO issuer. The use of leverage creates risk for the holders because the leverage increases their exposure to losses with respect to the collateral. As a result, the occurrence of defaults with respect to only a small portion of the collateral could result in the substantial or complete loss of the investment in the CLO securities. Payments of principal of, and interest on, debt issued by CLOs, and dividends and other distributions on subordinated and equity tranches of a CLO, are subject to priority of payments. CLO equity is subordinated to the prior payment of all obligations under debt securities. Further, in the event of default under any debt securities issued by a CLO, and to the extent that any elimination, deferral or reduction in payments on debt securities occurs, such elimination will be borne first by CLO equity and then by the debt securities in reverse order of seniority. Thus, the greatest risk of loss relating to defaults on the collateral held by CLOs is borne by the CLO equity.</div><div style="text-align: justify; text-indent: 36pt;">Any investments in securities for which Kennedy Lewis or its subsidiary acts as the collateral manager are subject to applicable federal securities laws, including the 1940 Act and rules thereunder.</div><div style="text-align: justify; font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Forming CLOs.</div><div style="text-align: justify; text-indent: 36pt;">To finance investments, we have in the past and may in the future securitize certain of our secured loans or other investments, including through the formation of one or more CLOs, while retaining all or most of the subordinated notes issued in the securitization. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers.</div><div style="text-align: justify; text-indent: 36pt;">If we create a CLO, we will depend in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. If we do not receive cash flow from any such CLO that is necessary to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares.</div><div style="text-align: justify; text-indent: 36pt;">In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by us as owner of equity interests in the CLO.</div><div style="text-align: justify; text-indent: 36pt;">The collateral manager for a CLO that we create may be the Company, the Advisor or an affiliate, and such collateral manager may be entitled to receive compensation for structuring and/or management services. To the extent the Advisor or an affiliate other than the Company serves as collateral manager and the Company is obligated to compensate the Advisor or the affiliate for such services, we, the Advisor or the affiliate will implement offsetting arrangements to assure that we, and indirectly, our shareholders, pay no additional fees to the Advisor or the affiliate in connection therewith. To the extent the Company serves as collateral manager, the Company will receive no fees for providing such collateral management services.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Covenant-Lite Loans.</div><div style="text-align: justify; text-indent: 36pt;">Although the Company generally expects the transaction documentation of some portion of the Company’s investments to include covenants and other structural protections, a portion of the Company’s investments has been, and may continue to be, composed of so-called “covenant-lite loans.” Generally, covenant-lite loans either do not have certain maintenance covenants that would require the issuer to maintain debt service or other financial ratios or do not contain common restrictions on the ability of the issuer to change significantly its operations or to enter into other significant transactions that could affect its ability to repay such loans. Ownership of covenant-lite loans may expose the Company to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with loans that have financial maintenance covenants. As a result, the Company’s exposure to losses may be increased, which could result in an adverse impact on the issuer’s ability to comply with its obligations under the loan.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Equity.</div><div style="text-align: justify; text-indent: 36pt;">The Company may make certain equity investments. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Company may suffer losses if it invests in equity of issuers whose performance diverges from the Advisor’s expectations or if equity markets generally move in a single direction and the Company has not hedged against such a general move. Equity investments generally will not feature any structural or contractual protections or payments that the Company may seek in connection with its debt investments. In addition, investments in equity may give rise to additional taxes and/or risks and the Company may hold these investments through entities treated as corporations for U.S. federal income tax purposes or other taxable structures which may reduce the return from such investments.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Convertible Securities.</div><div style="text-align: justify; text-indent: 36pt;">Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock, in each case, until the convertible security matures or is redeemed, converted or exchanged. Because of their embedded equity component, the value of convertible securities is sensitive to changes in equity volatility and price and a decrease in equity volatility and price could result in a loss for the Company. The debt characteristic of convertible securities also exposes the Company to changes in interest rates and credit spreads. The value of the convertible securities may fall when interest rates rise or credit spreads widen. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Company is called for redemption, the Company will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Company’s ability to achieve its investment objective. The Company’s exposure to these risks may be unhedged or only partially hedged.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Structured Credit Instruments.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in structured credit instruments. Structured securities are extremely complex and are subject to risks related to, among other things, changes in interest rates, the rate of defaults in the collateral pool, the exercise of redemption rights by more senior tranches and the possibility that a liquid market will not exist in when the Company seeks to sell its interest in a structured security.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Assignments and Participations.</div><div style="text-align: justify; text-indent: 36pt;">The Company may acquire investments directly, by way of assignment or indirectly by way of participation. The purchaser of an assignment of a loan obligation typically succeeds to all the rights and obligations of the selling institution and becomes a lender under the loan or credit agreement with respect to the loan obligation. In contrast, participations acquired in a portion of a loan obligation held by a selling institution typically result in a contractual relationship only with such selling institution, not with the obligor. Therefore, holders of indirect participation interests are subject to additional risks not applicable to a holder of a direct assignment interest in a loan. In purchasing a participation, the Company generally would have no right to enforce compliance by the obligor with the terms of the loan or credit agreement or other instrument evidencing such loan obligation, nor any rights of set-off against the obligor, and the Company may not directly benefit from the collateral supporting the loan obligation in which it has purchased the participation. As a result, the Company would assume the credit risk of both the obligor and the selling institution, which would remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the Company may be treated as a general creditor of the selling institution in respect of the participation, may not benefit from any set-off exercised by the selling institution against the obligor and may be subject to any set-off exercised by the obligor against the selling institution. Assignments and participations are typically sold strictly without recourse to the selling institution, and the selling institution generally will make no representations or warranties about the underlying loan, the portfolio companies, the terms of the loans or any collateral securing the loans. Certain loans have restrictions on assignments and participations which may negatively impact the Company’s ability to exit from all or part of its investment in a loan. In addition, if a participation interest is purchased from a selling institution that does not itself retain any portion of the applicable loan, such selling institution may have limited interests in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Fraudulent Conveyances and Voidable Preferences by Issuers.</div><div style="text-align: justify; text-indent: 36pt;">Under U.S. legal principles, in a lawsuit brought by an unpaid creditor or representative of creditors of an issuer of indebtedness (including a bankruptcy trustee), if a court were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness or for granting security, and that after giving effect to such indebtedness or such security, the issuer (a) was insolvent, (b) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could determine to invalidate and avoid, in whole or in part, the obligation underlying an investment of the Company as a constructive fraudulent conveyance. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts was then greater than all of its property at a fair valuation, or if the present fair saleable value of its assets was then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply to determine whether the issuer was “insolvent” after giving effect to the incurrence of the indebtedness in which the Company invested or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence.</div><div style="text-align: justify; text-indent: 36pt;">In addition, it is possible a court may invalidate, in whole or in part, the indebtedness underlying an investment of the Company as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction of such indebtedness. Moreover, in the event of the insolvency of an issuer of a portfolio company, payments made on its indebtedness could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before the portfolio company becomes a debtor in a bankruptcy case.</div><div style="text-align: justify; text-indent: 36pt;">Even if the Company does not engage in conduct that would form the basis for a successful cause of action based upon fraudulent conveyance or preference law, there can be no assurance as to whether any lending institution or other party from which the Company may acquire such indebtedness, or any prior holder of such indebtedness, has not engaged in any such conduct (or any other conduct that would subject such indebtedness to disallowance or subordination under insolvency laws) and, if it did engage in such conduct, as to whether such creditor claims could be asserted in a U.S. court (or in the courts of any other country) against the Company so that the Company’s claim against the issuer would be disallowed or subordinated.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Bankruptcy.</div><div style="text-align: justify; text-indent: 36pt;">One or more of the issuers of an investment held by the Company may become involved in bankruptcy or similar proceedings. There are a number of significant risks inherent in the bankruptcy process. First, many events in a bankruptcy are adversarial and beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a court would not approve actions which may be contrary to the interests of the Company. Reorganizations can be contentious and adversarial. Participants may use the threat of, as well as actual, litigation as a negotiating technique. Second, the duration of a bankruptcy case can only be roughly estimated. The bankruptcy process can involve substantial legal, professional and administrative costs to the company and the Company, it is subject to unpredictable and lengthy delays, and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Any of these factors may adversely affect the return on a creditor’s investment. Third, U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Company’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. Fourth, in the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be substantial. Fifth, a bankruptcy may result in creditors and equity holders losing their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Sixth, the Company may purchase creditor claims subsequent to the commencement of a bankruptcy case, and it is possible that such purchase may be disallowed by a court if it determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. In addition, under certain circumstances, a U.S. bankruptcy court could also recharacterize claims held by the Company as equity interests and thereby subject such claims to the lower priority afforded equity claims in certain restructuring scenarios.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Potential Allegations of Lender Liability.</div><div style="text-align: justify; text-indent: 36pt;">In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lenders or bondholders on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender or bondholder has violated an implied or contractual duty of good faith and fair dealing owed to the borrower or issuer or has assumed a degree of control over the borrower or issuer resulting in the creation of a fiduciary duty owed to the borrower or issuer or its other creditors or shareholders. Because of the nature of certain of its investments, the Company could be subject to potential allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a shareholder to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the potential of Kennedy Lewis or its affiliates to have investments in several positions in the same, different or overlapping levels of a portfolio company’s capital structure, the Company may be subject to claims from creditors of a portfolio company that the investments should be equitably subordinated to the payment of other obligations of the portfolio company by reason of the conduct of the Company or Kennedy Lewis and its affiliates. In addition, if the Company purchases loans of an affiliate in the secondary market at a discount, (a) a court might require the Company to disgorge any profit realized if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) the Company might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Exit Financing.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in portfolio companies that are in the process of exiting, or that have recently exited, the bankruptcy process. Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. If the Advisor’s evaluation of the anticipated outcome of an investment situation should prove incorrect, the Company could experience a loss.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Bankruptcy Involving Non-U.S. Companies.</div><div style="text-align: justify; text-indent: 36pt;">Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain, while other developing countries may have no bankruptcy laws enacted, adding further uncertainty to the process for reorganization.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Creditors’ Committee and/or Board Participation.</div><div style="text-align: justify; text-indent: 36pt;">In connection with some of the investments, the Company may, but is not obligated to, seek representation on official and unofficial creditors’ committees and/or boards (or comparable governing bodies) of the portfolio companies. While such representation may enable the Advisor to enhance the value of the investments, it may also prevent the Company from disposing of the investments in a timely and profitable manner, because serving on a creditors’ committee increases the possibility that the Company will be deemed an “insider” or a “fiduciary” of the portfolio company. If the Advisor concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Company, it may resign from that committee or group, and the Company may not realize the benefits, if any, of participation on the committee or group. If representation on a creditors’ committee or board causes the Company or the Advisor to be deemed affiliates or related parties of the portfolio company, the securities of such portfolio company held by the Company may become restricted securities, which are not freely tradable. Participation on a creditors’ committee and/or board representation may also subject the Company to additional liability to which they would not otherwise be subject as an ordinary course, third-party investor. The Company will indemnify the Advisor or any other person designated by the Advisor for claims arising from such board and/or committee representation, which could adversely affect the return on the investments. The Company will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such portfolio companies, but changes in circumstances could produce adverse consequences in particular situations.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks of Investments in Special Situations.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investments may involve investments in ‘event-driven’ special situations such as recapitalizations, spinoffs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating industries and other catalyst-oriented situations. Investments in such securities are often difficult to analyze, have limited trading histories and have limited in-depth research coverage and, therefore, may present an increased risk of loss to the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments in Portfolio Companies in Regulated Industries.</div><div style="text-align: justify; text-indent: 36pt;">Certain industries are heavily regulated. The Company may make loans to borrowers operating in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries may include, among others, energy and power, gaming and healthcare. Investments in borrowers that are subject to a high level of governmental regulation pose additional risks relative to loans to other companies generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business, and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, certain portfolio companies may have a unionized workforce or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. A work stoppage at one or more of any such portfolio company’s facilities could have a material adverse effect on its business, results of operations and financial condition. Any such problems additionally may bring scrutiny and attention to the Company, which could adversely affect the Company’s ability to implement its investment objective.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments in Original Issue Discount and Payment-In-Kind Instruments.</div><div style="text-align: justify; text-indent: 36pt;">We have invested and expect to continue to invest in original issue discount or PIK instruments.</div><div style="text-align: justify; text-indent: 36pt;">To the extent that we invest in original issue discount or PIK instruments and the accretion of original issue discount or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:</div><table cellpadding="0" class="DSPFListTable" id="zc5c295270f174a25a7031b5dd5c5e0cc" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the higher interest rates on PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z77a9524b798d429f9328922f87ac1af2" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>original issue discount and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z6536816efb7345b5ab521a56fc708d98" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Advisor’s future base management fees which, thus, increases the Advisor’s future income incentive fees at a compounding rate;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z01dac00f1548423f8c87952d6c6759ca" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>market prices of PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z73867665fd6e48d1ba5942d847deaefb" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zc0222d20618447ce949d2856333bbf5d" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>even if the conditions for income accrual under accounting principles generally accepted in the United States (“GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze7ecc5dae26740c3ae108b4017ac75e7" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>for accounting purposes, cash distributions to investors representing original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z0dbe6eba5d4440339a748a78533dbba5" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the required recognition of original issue discount or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z0105ba55fe214686bb6c62990a56fc66" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>original issue discount may create a risk of non-refundable cash payments to the Advisor based on non-cash accruals that may never be realized.</div> </td> </tr> </table><div style="text-align: justify; text-indent: 36pt;">In addition, the part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that accrues prior to being received in cash, such as original issue discount, market discount, and income arising from debt instruments with PIK interest or zero-coupon securities. If a portfolio company defaults on a loan that provides for such accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Advisor will have no obligation to refund any fees it received in respect of such accrued income.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Entering into a TRS Agreement.</div><div style="text-align: justify; text-indent: 36pt;">Subject to our investment objective and policies, we may invest into a total return swap (“TRS”) agreement. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS effectively adds leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Because of the unique structure of a TRS, a TRS often offers lower financing costs than are offered through more traditional borrowing arrangements. For purposes of computing the Company’s incentive fee on income and the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if we owned the reference assets directly.</div><div style="text-align: justify; text-indent: 36pt;">A TRS is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the TRS and the loans underlying the TRS. In addition, we may incur certain costs in connection with the TRS that could in the aggregate be significant. A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Repurchase Agreements.</div><div style="text-align: justify; text-indent: 36pt;">Subject to our investment objective and policies, we may invest in repurchase agreements as a buyer for investment purposes. Repurchase agreements typically involve the acquisition by the Company of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Company will sell the securities back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests). The Company does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Company could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Company seeks to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Company generally will seek to liquidate such collateral. However, the exercise of the Company’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Company could suffer a loss.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Securities Lending Agreements.</div><div style="text-align: justify; text-indent: 36pt;">We may from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions if our asset coverage, as defined in the 1940 Act, would at least equal 150% (equivalent to $2 of debt outstanding for each $1 of equity) immediately after each such loan. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. However, such loans will be made only to brokers and other financial institutions that are believed by the Advisor to be of high credit standing. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral consisting of U.S. government securities, cash or cash equivalents (<span style="font-style: italic;">e.g.</span>, negotiable certificates of deposit, bankers’ acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal at all times to the market value of the securities lent. If the Company enters into a securities lending arrangement, the Advisor, as part of its responsibilities under the Advisory Agreement, will invest the Company’s cash collateral in accordance with the Company’s investment objective and strategies. The Company will pay the borrower of the securities a fee based on the amount of the cash collateral posted in connection with the securities lending program. The borrower will pay to the Company, as the lender, an amount equal to any dividends or interest received on the securities lent.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest the cash collateral received only in accordance with its investment objective, subject to the Company’s agreement with the borrower of the securities. In the case of cash collateral, the Company expects to pay a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for the Company.</div><div style="text-align: justify; text-indent: 36pt;">Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, the Company, as the lender, will retain the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by the Company if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Company may also call such loans in order to sell the securities involved. When engaged in securities lending, the Company’s performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by the Company in permissible investments.</div><div style="font-weight: bold;">Risks Relating to Certain Regulatory Matters</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Regulations Governing the Company’s Operation as a BDC.</div><div style="text-align: justify; text-indent: 36pt;">The Company will not generally be able to issue and sell its Common Shares at a price below net asset value per share. The Company may, however, sell Common Shares, or warrants, options or rights to acquire the Company’s Common Shares, at a price below the then-current net asset value per share of the Company’s Common Shares if the Company’s Board determines that such sale is in the Company’s best interests, and if investors approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Company’s Board, closely approximates the market value of such securities (less any distributing commission or discount). If the Company raises additional funds by issuing Common Shares or senior securities convertible into, or exchangeable for, its Common Shares, then the percentage ownership of investors at that time will decrease, and investors may experience dilution.</div><div style="font-style: italic; font-weight: bold;">The Company Must Invest a Sufficient Portion of Assets in Qualifying Assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of the Company’s total assets are qualifying assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company believes that most of the investments that it may acquire in the future will constitute qualifying assets. However, the Company may be precluded from investing in what it believes to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If the Company does not invest a sufficient portion of its assets in qualifying assets, it could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent the Company, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of its position) or could require the Company to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the Company needs to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. The Company may not be able to find a buyer for such investments and, even if a buyer is found, the Company may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">If the Company does not maintain its status as a BDC, it would be subject to regulation as a registered closed-end management investment company under the 1940 Act. As a registered closed-end management investment company, the Company would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease its operating flexibility.</div><div style="font-style: italic; font-weight: bold;">As a Public Company, We Are Subject to Regulations Not Applicable to Private Companies, Such as Provisions of the Sarbanes-Oxley Act. Efforts to Comply With Such Regulations Will Involve Significant Expenditures, and Non-Compliance With Such Regulations May Adversely Affect Us.</div><div style="text-align: justify; text-indent: 36pt;">As a public company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Following the transition period established by rules of the SEC, our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.</div><div style="text-align: justify; text-indent: 36pt;">Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares, which is not expected to occur.</div><div style="font-style: italic; font-weight: bold;">New or Modified Laws or Regulations Governing Our Operations May Adversely Affect Our Business.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s portfolio companies and the Company are subject to regulation by laws at the U.S. federal, state, and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations, and interpretations may also come into effect. Any such new or changed laws or regulations could have a material adverse effect on the Company’s business. The effects of such laws and regulations on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations.</div><div style="font-style: italic; font-weight: bold;">Environmental, Social, and Governance Risk.</div><div style="text-align: justify; text-indent: 36pt;">The Company may face public scrutiny related to environmental, social and governance (“ESG”) activities. The Company risks damage to its brand and reputation if it fails to act responsibly with respect to environmental stewardship, corporate governance and transparency and considering ESG factors in its investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company’s brand, the cost of its operations and relationships with shareholders, all of which could adversely affect the business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect the Company’s business. At the same time, different stakeholder groups have divergent views on ESG matters, which increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and may adversely impact the Company’s reputation and business. If the Company does not successfully manage ESG-related expectations across these varied stakeholder interests, it could erode stakeholder trust, impact the Company’s reputation and constrain the Company’s business.</div><div style="font-style: italic; font-weight: bold;">Changes to the Dodd-Frank Act May Adversely Impact the Company.</div><div style="text-align: justify; text-indent: 36pt;">The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and other financial regulations curtailed certain investment activities of U.S. banks. As a result, alternative providers of capital (such as the Company) were able to access certain investment opportunities on a larger scale. If the restrictions under the Dodd-Frank Act are curtailed or repealed, banks may be subject to fewer restrictions on their investment activities, thereby increasing competition with the Company for potential investment opportunities. As a result, any changes to the Dodd-Frank Act may adversely impact the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Pay-to-Play Laws, Regulations and Policies.</div><div style="text-align: justify; text-indent: 36pt;">Many states, their subdivisions and associated pension plans have adopted so-called “pay-to-play” laws, rules, regulations or policies which prohibit, restrict or require disclosure of payments to, and/or certain contacts with, certain politicians or officials associated with public entities by individuals and entities seeking to do business with related entities, including seeking investments by public retirement funds in collective investment funds such as the Company. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates for certain elected offices. If the Advisor or the Advisor’s respective employees or affiliates violate such pay-to-play laws, rules, regulations or policies, such non-compliance could have an adverse effect on the Company.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Government Policies, Changes in Laws, and International Trade.</div><div style="text-align: justify; text-indent: 36pt;">Governmental regulatory activity, especially that of the Board of Governors of the U.S. Federal Reserve System, may have a significant effect on interest rates and on the economy generally, which in turn may affect the price of the securities in which the Company plans to invest. Interest rate volatility, the imposition of credit controls or other restraints on the financing of takeovers or other acquisitions could diminish the number of merger tender offers, exchange offers or other acquisitions, and as a consequence have a materially adverse effect on the activities of the Company. Moreover, changes in U.S. federal, state, and local tax laws, U.S. federal or state securities and bankruptcy laws or in accounting standards may make corporate acquisitions or restructurings less desirable or make risk arbitrage less profitable. Amendments to the U.S. Bankruptcy Code or other relevant laws could also alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation.</div><div style="text-align: justify; text-indent: 36pt;">In addition, governmental policies could create uncertainty for the global financial system and such uncertainty may increase the risks inherent to the Company and its activities. There have been significant changes to U.S. trade policies, treaties and tariffs, and in the future there may be additional significant changes. Existing or new tariffs (or the threat of tariffs) imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject the Company or its portfolio companies to additional risks. Tariffs and other restrictions, as well as other changes in U.S. trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries, including imposing trade sanctions on certain U.S. products. A “trade war” of this nature has the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on imports and exports. Prospective shareholders should realize that any significant changes in governmental policies (including tariffs and other policies involving international trade) could have a material adverse impact on the Company and its investments.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to General Data Protection Regulations.</div><div style="text-align: justify; text-indent: 36pt;">In Europe, the General Data Protection Regulation (“GDPR”) was made effective on May 25, 2018, introducing substantial changes to current European privacy laws. It has superseded the existing Data Protection Directive, which is the key European legislation governing the use of personal data relating to living individuals. The GDPR provides enhanced rights to individuals with respect to the privacy of their personal data and applies not only to organizations with a presence in the European Union which use or hold data relating to living individuals, but also to those organizations that offer services to individual European Union investors. In addition, although regulatory behavior and penalties under the GDPR remain an area of considerable scrutiny, it does increase the sanctions for serious breaches to the greater of €20 million or 4% of worldwide revenue, the impact of which could be significant. Compliance with the GDPR may require additional measures, including updating policies and procedures and reviewing relevant IT systems, which may create additional costs and expenses for the Company and therefore the shareholders. The Company may have indemnification obligations in respect of, or be required to pay the expenses relating to, any litigation or action as a result of any purported breach of the GDPR. Shareholders other than individuals in the European Union may not be afforded the protections of the GDPR.</div><div style="font-style: italic; font-weight: bold;">Certain ERISA Considerations.</div><div style="text-align: justify; text-indent: 36pt;">The fiduciary responsibility standards and prohibited transaction restrictions of ERISA apply to a variety of employee retirement and welfare benefit plans maintained by private employers and certain other entities (“ERISA Plans”). Although ERISA does not (with certain exceptions) apply to individual retirement accounts, “Keogh” plans and certain other plans, such plans are generally subject to Section 4975 of the Code, which contains prohibited-transaction provisions that are similar to those contained in ERISA (“Section 4975 Plans”). In addition, a plan, account or other arrangement that is not subject to Title I of ERISA or section 4975 of the Code may be subject to provisions under federal, state, local, non-U.S. or other laws or regulations that is similar to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code (“Similar Law”)(collectively, with ERISA Plans and Section 4975 Plans, “Plans”).</div><div style="text-align: justify; text-indent: 36pt;">Investment Consideration. In contemplating an investment in the Company, each fiduciary of the Plan who is responsible for making such an investment should carefully consider, taking into account the facts and circumstances of the Plan, whether such investment is consistent with the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws. Furthermore, absent an exemption, the fiduciaries of a Plan should not invest in the Company with the assets of any Plan if the Advisor or any of its affiliates is a fiduciary with respect to such assets of the Plan.</div><div style="text-align: justify; text-indent: 36pt;">Neither the Advisor nor the Company or any of their respective affiliates is responsible for determining, and none of them makes any representation regarding, whether the Company’s Common Shares is an appropriate investment for Plans generally or any particular Plan.</div><div style="text-align: justify; text-indent: 36pt;">Prohibited Transactions. Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of ERISA Plans and Section 4975 Plan and certain persons, referred to as “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code, having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. A purchase of the Company’s Common Shares by an ERISA Plan having a relationship with the Advisor or the Company, or any of their respective affiliates could, under certain circumstances, be considered a transaction prohibited under ERISA or Section 4975 of the Code.</div><div style="text-align: justify; text-indent: 36pt;">Certain “Plan Asset” Considerations. U.S. Department of Labor regulations (as modified by Section 3(42) of ERISA (together, the “Plan Asset Regulation”)) describes when the assets of an entity are to be treated as “plan assets” for purposes of ERISA and Section 4975 of the Code. The Plan Asset Regulation provides that, if a “benefit plan investor” (as defined under the Plan Asset Regulation (“Benefit Plan Investor”)) acquires an “equity interest” in an entity, and if Benefit Plan Investors in the aggregate hold 25% or more of the value of any class of equity interests in the entity, the entity’s assets will be treated as “plan assets” for purposes of ERISA and Section 4975 of the Code, unless the Company’s Common Shares constitute a Publicly-Offered Security or another exception under the Plan Asset Regulation applies.</div><div style="text-align: justify; text-indent: 36pt;">The Company intends to conduct its affairs so that its assets should not be deemed to constitute “plan assets” under the Plan Asset Regulations and therefore, the Advisor would not be expected to be considered a fiduciary under ERISA or the Code with respect to investing Plans. In this regard, generally, the Company intends to take one of the following approaches: (1) in the event that each class of Common Shares is considered a Publicly-Offered Security, the Company will not limit Benefit Plan Investors from investing in the Common Shares; (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) the Company will limit investment in each class of Common Shares by Benefit Plan Investors to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations (including any class that constitutes a Publicly-Offered Security), or (b) the Company will prohibit Benefit Plan Investors from owning any class that does not constitute a Publicly-Offered Security. In order to prevent the Company’s assets from being deemed to constitute  “plan assets” under the Plan Asset Regulation the Company may exercise its right to cause a compulsory withdrawal of Benefit Plan Investors, among other things.</div><div style="text-align: justify; text-indent: 36pt;">If, notwithstanding the foregoing, the Company’s assets are treated as “plan assets” for purposes of ERISA and/or Section 4975 of the Code, the Company may be prevented from making certain otherwise desirable investments and engaging in certain other transactions that might otherwise be permitted and, if a non-exempt prohibited transaction occurs, may result in various liabilities and penalties for any “party-in-interest” under ERISA or “disqualified person” under the Code engaging in such transaction.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Potential Controlled Group Liability.</div><div style="text-align: justify; text-indent: 36pt;">Under certain circumstances it would be possible for the Company, along with its affiliates, to obtain a controlling interest (<span style="font-style: italic;">i.e.</span>, 80% or more) in certain portfolio companies. This could occur, for example, in connection with a work out of the portfolio company’s debt obligations or a restructuring of the portfolio company’s capital structure. Based on recent federal court decisions, there is a risk that the Company (along with its affiliates) would be treated as engaged in a “trade or business” for purposes of ERISA’s controlled group rules. In such an event, the Company could be jointly and severally liable for a portfolio company’s liabilities with respect to the under funding of any pension plans which such portfolio company sponsors or to which it contributes. If the portfolio company were not able to satisfy those liabilities, they could become the responsibility of the Company, causing it to incur potentially significant, unexpected liabilities for which reserves were not established.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Being an “Emerging Growth Company.”</div><div style="text-align: justify; text-indent: 36pt;">We will be and we will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) in which we have total annual gross revenue of at least $1.235 billion, or (ii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three- year period. For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our shares less attractive because we will rely on some or all of these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.</div><div style="text-align: justify; text-indent: 36pt;">In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Compliance with the SEC’s Regulation Best Interest.</div><div style="text-align: justify; text-indent: 36pt;">Broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer. Regulation Best Interest imposes a duty of care for broker-dealers to evaluate reasonably available alternatives in the best interests of their clients. There are likely alternatives to us that are reasonably available to you, through your broker or otherwise, and those alternatives may be less costly or have a lower investment risk. Among other alternatives, listed BDCs may be reasonable alternatives to an investment in our Common Shares, and may feature characteristics like lower cost, less complexity, and lesser or different risks. Investments in listed securities also often involve nominal or zero commissions at the time of initial purchase. Under Regulation Best Interest, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers and their salespersons. The impact of Regulation Best Interest on broker-dealers participating in our offering cannot be determined at this time, but it may negatively impact whether broker-dealers and their associated persons recommend this offering to retail customers. If Regulation Best Interest reduces our ability to raise capital in this offering, it would harm our ability to create a diversified portfolio of investments and achieve our investment objective and would result in our fixed operating costs representing a larger percentage of our gross income.</div><div style="font-weight: bold;">Federal Income Tax Risks</div><div style="font-style: italic; font-weight: bold;">The Company is Subject to RIC Qualification Risks.</div><div style="text-align: justify; text-indent: 36pt;">To obtain and maintain RIC tax treatment under Subchapter M of the Code, we must, among other things, meet annual distribution, income source and asset diversification requirements. If we do not qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.</div><div style="font-style: italic; font-weight: bold;">The Company May Experience Difficulty with Paying Required Distributions.</div><div style="text-align: justify; text-indent: 36pt;">For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero-coupon securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discount and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.</div><div style="text-align: justify; text-indent: 36pt;">Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus may become subject to corporate-level income tax. The resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.</div><div style="font-style: italic; font-weight: bold;">Some Investments May be Subject to Corporate-Level Income Tax.</div><div style="text-align: justify; text-indent: 36pt;">We may invest in certain debt and equity investments through taxable subsidiaries and the taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes. We may invest in certain foreign debt and equity investments which could be subject to foreign taxes (such as income tax, withholding and value added taxes).</div><div style="font-style: italic; font-weight: bold;">Certain Portfolio Investments May Present Special Tax Issues.</div><div style="text-align: justify; text-indent: 36pt;">We have and continue to expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues. U.S. federal income tax rules are not entirely clear about certain issues related to such investments such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to distribute sufficient income to preserve our tax status as a RIC and minimize the extent to which we are subject to U.S. federal income or excise tax.</div><div style="font-style: italic; font-weight: bold;">Legislative or Regulatory Tax Changes Could Adversely Affect Investors.</div><div style="text-align: justify; text-indent: 36pt;">At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. The likelihood of any new legislation being enacted is uncertain. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.</div><div style="text-align: justify; text-indent: 36pt; font-style: italic; font-weight: bold;">The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Company. Each prospective shareholder should read this entire prospectus and consult with its advisors before deciding whether to invest in the Company. In addition, as the Company’s investment program develops and changes over time, an investment in the Company may be subject to additional and different risk factors.</div> <div style="font-style: italic; font-weight: bold;">The Company Has Limited Operating History.</div><div style="text-align: justify; text-indent: 36pt;">The Company has limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. There can be no assurance that the results achieved by similar strategies managed by Kennedy Lewis or its affiliates will be achieved for the Company. Past performance should not be relied upon as an indication of future results. Moreover, the Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objective and that the value of an investor’s investment could decline substantially or that the investor could suffer a complete loss of its investment in the Company.</div><div style="text-align: justify; text-indent: 36pt;">The investment philosophy and techniques used by the Advisor to manage a BDC may differ from the investment philosophy and techniques previously employed by the Advisor, its affiliates, and the members of the Investment Team in identifying and managing past investments. In addition, the 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other types of investment vehicles. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. The Advisor’s and the members of the Investment Team’s limited experience in managing a portfolio of assets under such constraints may hinder their respective ability to take advantage of attractive investment opportunities and, as a result, achieve the Company’s investment objectives.</div> <div style="font-style: italic; font-weight: bold;">The Company May Not be Able to Meet its Investment Objectives.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor cannot provide assurances that it will be able to identify, choose, make or realize investments of the type targeted for the Company. There is also no guarantee that the Advisor will be able to source attractive investments for the Company within a reasonable period of time. There can be no assurance that the Company will be able to generate returns for the investors or that returns will be commensurate with the risks of the investments. The Company may not be able to achieve its investment objectives and investors may lose some or all of their invested capital. The failure by the Company to obtain indebtedness on favorable terms or in the desired amount will adversely affect the returns realized by the Company and impair the Company’s ability to achieve its investment objectives.</div> <div style="font-style: italic; font-weight: bold;">The Company is Dependent on the Investment Team.</div><div style="text-align: justify; text-indent: 36pt;">The success of the Company depends in substantial part on the skill and experience of the Investment Team. Although the Advisor believes the success of the Company is not dependent upon any particular individual, there can be no assurance that the members of the Investment Team will continue to be affiliated with the Advisor throughout the life of the Company or will continue to be available to manage the Company. The unavailability of members of the Investment Team to manage the Company’s investment program could result in operating inefficiencies and lost business opportunities, which could have a material effect on the Company.</div><div style="text-align: justify; text-indent: 36pt;">Further, the Company does not intend to separately maintain key person life insurance on its Investment Team members or other key management personnel.</div> <div style="font-style: italic; font-weight: bold;">The Time and Resources that the Investment Team Devotes to the Company May Be Diverted, and the Company May Face Additional Competition Due to the Fact that the Investment Team Is Not Prohibited from Raising Money for, or Managing, Another Entity that Makes the Same Types of Investments that the Company Targets.</div><div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis may raise money for, or manage, another investment entity that makes the same types of investments as those the Company targets. As a result, the time and resources the Investment Team could devote to the Company may be diverted. In addition, the Company may compete with any such investment entity for the same investors and investment opportunities.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fee Arrangements with the Advisor May Vary from Those of Other Investment Funds, Accounts or Investment Vehicles Managed By the Advisor, which May Create an Incentive for the Investment Team to Devote Time and Resources to a Higher Fee-Paying Fund.</div><div style="text-align: justify; text-indent: 36pt;">If the Advisor is paid a higher performance-based fee from any of its other funds, it may have an incentive to devote more research and development or other activities, and/or recommend the allocation of investment opportunities, to such higher fee-paying fund. For example, to the extent the Advisor’s incentive compensation is not subject to a hurdle or an income incentive fee cap with respect to another fund, it may have an incentive to devote time and resources to such other fund.</div> <div style="font-style: italic; font-weight: bold;">The Advisor’s Liability Is Limited Under the Advisory Agreement and the Company Has Agreed to Indemnify the Advisor Against Certain Liabilities, Which May Lead the Advisor to Act in a Riskier Manner on the Company’s Behalf Than It Would When Acting for its Own Account.</div><div style="text-align: justify; text-indent: 36pt;">Under the Advisory Agreement, the Advisor has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Advisor’s advice or recommendations. Under the Advisory Agreement, the Advisor, its officers, members and personnel, and any person controlling or controlled by the Advisor will not be liable to the Company, any of its subsidiaries, its trustees, its shareholders or any subsidiary’s shareholders or partners for acts or omissions performed in accordance with and pursuant to the Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Company under the Advisory Agreement. In addition, as part of the Advisory Agreement, the Company has agreed to indemnify the Advisor and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the Company’s business and operations or any action taken or omitted on the Company’s behalf pursuant to authority granted by the Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Advisory Agreement. These protections may lead the Advisor to act in a riskier manner when acting on the Company’s behalf than it would when acting for its own account.</div> <div style="font-style: italic; font-weight: bold;">The Advisor Can Resign as Our Investment Adviser or Administrator Upon 120 or 60 Days’ Notice, Respectively, and the Company May Not Be Able to Find a Suitable Replacement Within that Time, or at All, Resulting in a Disruption in Its Operations that Could Adversely Affect Its Financial Condition, Business and Results of Operations.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor has the right under the Advisory Agreement to resign as the Company’s investment adviser at any time upon 120 days’ written notice, whether the Company has found a replacement or not. The Administrator has the right under the Administration Agreement to resign at any time upon 60 days’ written notice, whether the Company has found a replacement or not. If Kennedy Lewis were to resign as the Advisor or the Administrator, the Company may not be able to find a new investment adviser or administrator, respectively or hire internal management with similar experience and ability to provide the same or equivalent services on acceptable terms within 120 days or 60 days, respectively, or at all. If the Company is unable to do so quickly, its operations are likely to experience a disruption, its financial condition, business and results of operations as well as its ability to pay distributions to its shareholders are likely to be adversely affected. Even if the Company is able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with the Company’s investment objectives may result in additional costs and time delays that may adversely affect its business, financial condition, results of operations and cash flows.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Business Model Depends to a Significant Extent Upon Strong Referral Relationships. Any Inability of the Investment Team to Maintain or Develop These Relationships, or the Failure of These Relationships to Generate Investment Opportunities, Could Adversely Affect the Company’s Business.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends upon the members of the Investment Team to maintain their relationships with private equity sponsors, placement agents, investment banks, management groups and other financial institutions, and the Company will rely to a significant extent upon these relationships to provide it with potential investment opportunities. If the Investment Team fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, the Company will not be able to grow its investment portfolio. In addition, individuals with whom the members of the Investment Team have relationships are not obligated to provide them with investment opportunities, and the Company can offer no assurance that these relationships will generate investment opportunities for the Company in the future.</div> <div style="font-style: italic; font-weight: bold;">Most of the Company’s Portfolio Investments Will Be Recorded at Fair Value as Determined in Good Faith by the Advisor, the Valuation Designee of the Board, and, as a Result, There May Be Uncertainty as to the Value of the Company’s Portfolio Investments.</div><div style="text-align: justify; text-indent: 36pt;">Most of the Company’s portfolio investments will take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable, and, in accordance with Rule 2a-5 under the 1940 Act, the Company values these investments at fair value as determined in good faith by the Advisor, the valuation designee of the Board (the “Valuation Designee”). The Company has retained external, independent valuation firms to provide data and valuation analyses on the Company’s portfolio companies.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investment portfolio is recorded at fair value as determined in good faith in accordance with procedures established by the Board (“Valuation Policy”) and, as a result, there is and will be uncertainty as to the value of the Company’s portfolio investments. Under the 1940 Act, the Company is required to carry its portfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with procedures established by the Board. There is not a public market or active secondary market for many of the types of investments in privately held companies that the Company intends to hold and make. The Company’s investments may not be publicly traded or actively traded on a secondary market but, instead, may be traded on a privately negotiated over-the-counter secondary market for institutional investors, if at all. As a result, these investments are valued monthly at fair value as determined in good faith in accordance with the Valuation Policy approved by the Board. The determinations of fair value in accordance with the Valuation Policy approved by the Board may differ materially from the values that would have been used if an active market and market quotations existed for such investments. The Company’s net asset value could be adversely affected if the determinations regarding the fair value of the investments were materially higher than the values that the Company ultimately realizes upon the disposal of such investments.</div> <div style="font-style: italic; font-weight: bold;">The Company Operates in a Competitive Debt Environment.</div><div style="text-align: justify; text-indent: 36pt;">The business of investing in debt investments is highly competitive and involves a high degree of uncertainty. Market competition for investment opportunities includes traditional lending institutions, including commercial and investment banks, as well as a growing number of non-traditional participants, such as private credit funds, hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and debt-focused competitors, such as issuers of CLOs and other structured loan funds. In addition, given the Company’s target investment size and investment type, the Advisor expects a large number of competitors for investment opportunities. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than the Company, and thus these competitors may have advantages not shared by the Company. In addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to the Company. Furthermore, competitors may offer loan terms that are more favorable to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities for the Company, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that the Company intends to purchase.</div><div style="text-align: justify; text-indent: 36pt;">Over the past several years, many investment funds have been formed with investment objectives similar to those of the Company, and many such existing funds have grown in size and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities identified by the Advisor which may affect the Company’s ability to participate in attractive investment opportunities and/or cause the Company to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Advisor may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment in a manner that meets the objectives of the Company. The Company may incur significant expenses in connection with the identification of investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses related to due diligence, transportation and legal, accounting and other professional services as well as the fees of other third-party service providers.</div> <div style="font-style: italic; font-weight: bold;">An Investment in the Company is Illiquid and There are Restrictions on Withdrawal.</div><div style="text-align: justify; text-indent: 36pt;">An investment in the Company is suitable only for certain sophisticated investors that have no need for immediate liquidity in respect of their investment and who can accept the risks associated with investing in illiquid investments.</div><div style="text-align: justify; text-indent: 36pt;">Our Common Shares are illiquid investments for which there is not and will likely not be a secondary market. Liquidity for our Common Shares will be limited to participation in our share repurchase program, which we have no obligation to maintain, or the occurrence of a Liquidity Event, which is defined as an Exchange Listing or Sale Transaction. When we make quarterly repurchase offers pursuant to the share repurchase program, we will offer to repurchase Common Shares at a price that is estimated to be equal to our NAV per share on the last day of such quarter, which may be lower than the price that you paid for our Common Shares. As a result, to the extent you paid a price that includes the related sales load and to the extent you have the ability to sell your Common Shares pursuant to our share repurchase program, the price at which you may sell Common Shares may be lower than the amount you paid in connection with the purchase of Common Shares in this offering.</div> <div style="text-align: justify; font-style: italic; font-weight: bold;">The Company’s Financial Condition, Results of Operations and Cash Flows Will Depend on Its Ability to Manage Its Business Effectively.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s ability to achieve its investment objectives will depend on its ability to manage its business and to grow its investments and earnings. This will depend, in turn, on the Investment Team’s ability to identify, invest in and monitor portfolio companies that meet the Company’s investment criteria. The achievement of the Company’s investment objectives on a cost-effective basis will depend upon the Investment Team’s execution of its investment process, its ability to provide competent, attentive and efficient services to the Company and, to a lesser extent, the Company’s access to financing on acceptable terms. Any failure to manage the Company’s business and its future growth effectively could have a material effect on its business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">The Investment Team may, from time to time, be required to provide managerial assistance to the portfolio companies, which may impact investment activities of the Company. The Investment Team will have substantial responsibilities in connection with the management of other investment funds, accounts and investment vehicles. The Investment Team may be called upon to provide managerial assistance to the Company’s portfolio companies. These activities may distract them from sourcing new investment opportunities for the Company or slow the Company’s rate of investment.</div> <div style="font-style: italic; font-weight: bold;">There Are Significant Potential Conflicts of Interest That Could Negatively Affect the Company’s Investment Returns.</div><div style="text-align: justify; text-indent: 36pt;">The members of the Advisor’s investment committee serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as the Company, or of investment funds, accounts, or investment vehicles managed by the Advisor. Similarly, the Advisor and its affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Company or its shareholders.</div><div style="text-align: justify; text-indent: 36pt;">In addition, there may be times when the Advisor, the members of its investment committee or its other investment professionals have interests that differ from those of the Company’s shareholders, giving rise to a conflict of interest. Although the Advisor will endeavor to handle these investment and other decisions in a fair and equitable manner, the Company and its shareholders could be adversely affected by these decisions. Moreover, given the subjective nature of the investment and other decisions made by the Advisor on the Company’s behalf, the Company is unable to monitor these potential conflicts of interest between the Company and the Advisor; however, the Board, including the Independent Trustees, will review conflicts of interest in connection with its review of the performance of the Advisor. As a BDC, the Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with its affiliates, including the Company’s officers, trustees, investment adviser, principal underwriters and certain of their affiliates, without the prior approval of the members of board of trustees who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than pursuant to current regulatory guidance).</div> <div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fees May Induce the Advisor to Incur Additional Leverage.</div><div style="text-align: justify; text-indent: 36pt;">Generally, the incentive fees payable by the Company to the Advisor may create an incentive for the Advisor to use additional leverage. Such a practice could result in the Company investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns. Under certain circumstances, the use of additional leverage may increase the likelihood of the Company’s default on its borrowings, which would disfavor holders of the Common Shares.</div><div style="text-align: justify; text-indent: 36pt;">In addition, because the Incentive Fee on net investment income is calculated as a percentage of the Company’s net assets subject to a hurdle, having additional leverage available may encourage the Advisor to use leverage to increase the leveraged return on the Company’s investment portfolio. To the extent additional leverage is available at favorable rates, the Advisor could use leverage to increase the size of the Company’s investment portfolio to generate additional income, which may make it easier to meet the incentive fee hurdle.</div><div style="text-align: justify; text-indent: 36pt;">The Board is charged with protecting the Company’s interests by monitoring how the Advisor addresses these and other conflicts of interests associated with its management services and compensation. While the Board is not expected to review or approve each investment decision, borrowing or incurrence of leverage, the Independent Trustees will periodically review the Advisor’s services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, the Independent Trustees will consider whether the Company’s fees and expenses (including those related to leverage) remain appropriate.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Incentive Fee May Induce the Advisor to Make Speculative Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company pays the Advisor an incentive fee based, in part, upon net capital gains realized on the Company’s investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. Additionally, under the incentive fee structure, the Advisor may benefit when capital gains are recognized and, because the Advisor will determine when to sell a holding, the Advisor will control the timing of the recognition of such capital gains. As a result, the Advisor may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in the Company investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.</div> <div style="font-style: italic; font-weight: bold;">Shareholders Have No Right to Control the Company’s Operations.</div><div style="text-align: justify; text-indent: 36pt;">The Company is managed exclusively by the Advisor, subject to the oversight of the Board. Shareholders will not make decisions with respect to the management, disposition or other realization of any investment, the day-to-day operations of the Company, or any other decisions regarding the Company’s business and affairs, except for limited circumstances. Specifically, shareholders will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding investments by the Company or receive any financial information issued directly by the portfolio companies that is available to the Advisor. Shareholders should expect to rely solely on the ability of the Advisor with respect to the Company’s operations.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Assets are Subject to Recourse.</div><div style="text-align: justify; text-indent: 36pt;">The assets of the Company, including any investments made by and any capital held by the Company are available to satisfy all liabilities and other obligations of the Company, as applicable. If the Company becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Company’s assets generally and may not be limited to any particular asset, such as the investment giving rise to the liability.</div> <div style="font-style: italic; font-weight: bold;">The Company Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.</div><div style="text-align: justify; text-indent: 36pt;">Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. We currently borrow under credit facilities and have issued or assumed other senior securities and in the future may borrow from, or issue additional senior securities to, banks, insurance companies, funds, institutional investors and other lenders and investors. Lenders and holders of such senior securities have fixed dollar claims on our consolidated assets that are superior to the claims of our common shareholders or any preferred shareholders. If the value of our consolidated assets increases, then leveraging would cause the net asset value per share of our Common Shares to increase more sharply than it would have had we not incurred leverage.</div><div style="text-align: justify; text-indent: 36pt;">Conversely, if the value of our consolidated assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not incurred leverage. Similarly, any increase in our consolidated income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would had we not incurred leverage, while any decrease in our consolidated income would cause net income to decline more sharply than it would have had we not incurred leverage. Such a decline could negatively affect our ability to make distribution payments on our Common Shares. There can be no assurance that a leveraging strategy will be successful.</div><div style="text-align: justify; text-indent: 36pt;">On April 20, 2023, KLCC SPV GS1 LLC, a Delaware limited liability company and a subsidiary of the Company (“SPV I”), entered into a credit agreement with Goldman Sachs Bank USA, as syndication agent and administrative agent, and State Street Bank and Trust Company, as collateral agent, collateral custodian, and collateral administrator, with a maximum principal amount of $300 million, which can be drawn in U.S. dollars subject to certain conditions (the “Secured Credit Facility”).</div><div style="text-align: justify; text-indent: 36pt;">On October 11, 2024, SPV I entered into a First Amended and Restated Credit Agreement (the “A&amp;R Credit Agreement”) with SPV I, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and calculation agent, GS ASL LLC, an administrative agent, State Street Bank and Trust Company, as collateral agent, collateral custodian and collateral administrator. The A&amp;R Credit Agreement amends and restates in its entirety the Secured Credit Facility entered into on April 20, 2023 (the “Original Closing Date”), by and among SPV I, as borrower, the lenders from time to time parties thereto, Goldman Sachs Bank USA, as syndication agent and administrative agent, State Street Bank and Trust Company, as collateral agent, collateral custodian and collateral administrator.</div><div style="text-align: justify; text-indent: 36pt; color: rgb(33, 37, 41);">The A&amp;R Credit Agreement amends the Secured Credit Facility to, among other things, (i) increase the financing limit under the Secured Credit Facility from $300 million to $500 million, (ii) extend the Reinvestment Period to May 1, 2028, (iii) extend the Scheduled Maturity Date to May 1, 2030 and (iv) replace Goldman Sachs Bank USA as administrative agent with GS ASL LLC. The A&amp;R Credit Agreement also amends the Secured Credit Facility to change the spread charged on borrowings under the Secured Credit Facility from a range of 3.25% to 3.50% (prior to the A&amp;R Credit Agreement) to a range of 2.50% to 2.60%, depending on the percentage of loans in the collateral which constitute BSL loans.</div><div style="text-align: justify; text-indent: 36pt;">For more information on our indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Liquidity and Capital Resources.” Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. The amount of leverage that we employ at any particular time will depend on our Advisor’s and our Board’s assessments of market and other factors at the time of any proposed borrowing. We are currently allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (<span style="font-style: italic;">i.e.</span>, we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us).</div> <div style="font-style: italic; font-weight: bold;">Provisions of any Other Borrowing Facility May Limit the Company’s Discretion in Operating Its Business.</div><div style="text-align: justify; text-indent: 36pt;">Any borrowing facility may be backed by all or a portion of the Company’s loans and securities on which the lenders may have a security interest. The Company may pledge up to 100% of its assets and may grant a security interest in all of its assets under the terms of any debt instrument it enters into with lenders. The Company expects that any security interests it grants will be set forth in a guarantee and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, the Company expects that the custodian for its securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If the Company were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of the Company’s assets securing such debt, which would have a material adverse effect on its business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">In addition, any security interests as well as negative covenants under any borrowing facility may limit the Company’s ability to incur additional liens or debt and may make it difficult for it to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing.</div><div style="text-align: justify; text-indent: 36pt;">In addition, under any borrowing facility, the Company may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. Furthermore, the Company expects that the terms of any financing arrangement may contain a covenant requiring it to qualify and thereafter maintain compliance with RIC provisions at all times, subject to certain remedial provisions. Thus, a failure to maintain compliance with RIC provisions could result in an event of default under the financing arrangement. An event of default under any borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on the Company’s business and financial condition. This could reduce the Company’s revenues and, by delaying any cash payment allowed to it under any borrowing facility until the lenders have been paid in full, reduce the Company’s liquidity and cash flow and impair its ability to grow its business and maintain its qualification as a RIC.</div> <div style="font-style: italic; font-weight: bold;">The Company May in the Future Determine to Fund a Portion of Its Investments With Preferred Stock, Which Would Magnify the Potential for Gain or Loss and the Risks of Investing in the Company in the Same Way as Borrowings.</div><div style="text-align: justify; text-indent: 36pt;">Preferred stock, which is another form of leverage, has the same risks to the Company’s shareholders as borrowings because the dividends on any preferred stock the Company issues must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common shareholders, and preferred shareholders are not subject to any of the Company’s expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.</div> <div style="font-style: italic; font-weight: bold;">There Can be No Assurance the Company Will be Able to Obtain Leverage.</div><div style="text-align: justify; text-indent: 36pt;">The Company has and will continue to seek to regularly employ a significant amount of direct or indirect leverage in a variety of forms through borrowings, derivatives and other financial instruments as part of its investment program. However, there can be no assurance that the Company will be able to obtain indebtedness at all or to the desired degree or that indebtedness will be accessible by the Company at any time or in connection with any particular investment. If indebtedness is available to the Company, there can be no assurance that such indebtedness will be available in the desired amount or on terms favorable to the Company and/or terms comparable to terms obtained by competitors. The terms of any indebtedness are expected to vary based on the counterparty, timing, size, market interest rates, other fees and costs, duration, advance rates, eligible investments, and the ability to borrow in currencies other than the U.S. dollar. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over the Company’s life. Furthermore, the Company may seek to obtain indebtedness on an investment-by-investment basis, and leverage may not be available or may be available on less desirable terms in connection with particular investments. The instruments and borrowing utilized by the Company to leverage its investments may be collateralized by other assets of the Company.</div><div style="text-align: justify; text-indent: 36pt;">The Company has incurred and expects in the future that it will continue to incur indebtedness collateralized by the Company’s assets. As a BDC, with certain limited exceptions, the Company will only be permitted to borrow amounts such that the Company’s asset coverage ratio, as defined in the 1940 Act, equals at least 150% (equivalent to $2 of debt outstanding for each $1 of equity) after such borrowing. If the Company is unable to obtain and maintain the desired amount of borrowings on favorable terms, the Advisor may seek to realize the Company’s investments earlier than originally expected.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to the Availability of Asset-Based Leverage.</div><div style="text-align: justify; text-indent: 36pt;">The Company expects to utilize asset-based leverage in acquiring investments on a deal-by-deal basis. However, there can be no assurance that the Company will be able to obtain indebtedness with respect to any particular investment. If indebtedness is available in connection with a particular investment, there can be no assurance that such indebtedness will be on terms favorable to the Company and/or terms comparable to terms obtained by competitors, including with respect to costs, duration, size, advance rates and interest rates. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over its life. For example, if leverage is obtained later in the Company’s life, the Company may immediately deploy such leverage in order to achieve the desired borrowing ratio, which may involve making distributions of borrowed funds. If the Company is unable to, or not expected to be able to, obtain indebtedness in connection with a particular investment, the Company may determine not to make the investment or may invest a different proportion of its available capital in such investment. This may affect the ability of the Company to make investments, could adversely affect the returns of the Company and may impair its ability to achieve its investment objective. In addition, the lender may impose certain diversification or other requirements in connection with asset-based leverage, and these restrictions are expected to impact the ability of the Company to participate in certain investments or the amount of the Company’s participation in certain investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Seller Financing.</div><div style="text-align: justify; text-indent: 36pt;">The Company may utilize seller financing (<span style="font-style: italic;">i.e.</span>, make investments that are financed, in whole or in part, by the Company borrowing from the sellers of said investments or their affiliates) and other one-off financing solutions on a case-by-case basis. Providers of seller financing may be motivated to sell a particular asset, and may be willing to provide a prospective purchaser of such asset with more favorable pricing and/or greater amounts of leverage than would otherwise be the case if such purchaser sought financing from unrelated, third-party providers of leverage. To the extent that the Company is able to obtain seller financing in connection with a particular investment, the Company may seek to employ more leverage than would otherwise be the case in the absence of such seller financing. While the Company’s use of seller financing could increase the potential return to shareholders to the extent that there are gains associated with such investment, such use of seller financing will increase risks associated with the use of leverage generally, including the risks associated with such investment and the exposure of such investment to adverse economic factors such as deteriorations in overall conditions in the economy or in the condition of the particular issuer.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Insurance.</div><div style="text-align: justify; text-indent: 36pt;">The Company purchased and maintains insurance policies, which include coverage in respect of the Company and certain other indemnified persons. The premiums for the insurance policies are borne by the Company, and the insurance policies have overall caps on coverage. To the extent an insurable event results in claims in excess of such a cap, the Company may not achieve a full recovery. Similarly, insurable events may occur sequentially in time while subject to a single overall cap. To the extent insurance proceeds for one such event are applied towards a cap and the Company experiences an insurable loss after such event, the Company’s receipts from such insurance policy may also be diminished. Insurance policies covering the Company may provide insurance coverage to indemnified persons for conduct that would not be covered by indemnification. In addition, the Company may need to initiate litigation in order to collect from an insurance provider, which may be lengthy and expensive for the Company and which ultimately may not result in a financial award.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Indemnification.</div><div style="text-align: justify; text-indent: 36pt;">The Company is required to indemnify the Advisor, the members of the Board and each other person indemnified under the Declaration of Trust and the Bylaws of the Company (as amended or restated from time to time, the “Bylaws”) for liabilities incurred in connection with the Declaration of Trust, the Bylaws, the Advisory Agreement and the Company’s activities, except in certain circumstances. Subject to the limits on indemnification under Section 17(h) of the 1940 Act, the Declaration of Trust provides that the Company shall not indemnify a Trustee, officer or employee of the Company against any liability arising by reason of willful misconduct, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her position. Subject to the limits on indemnification under Section 17(i) of the 1940 Act, the Advisory Agreement provides that the Advisor shall not be protected against any liability to the Company or its shareholders by reason of willful misfeasance, bad faith or gross negligence on the Advisor’s part in the performance of its duties or by reason of the reckless disregard of its duties and obligations. The Company also indemnifies certain service providers, including the Administrator and the Company’s auditors, as well as consultants and sourcing, operating and joint venture partners. Such liabilities may be material and may have an adverse effect on the returns to the shareholders. The indemnification obligation of the Company would be payable from the assets of the Company. The application of the indemnification and exculpation standards may result in shareholders bearing a broader indemnification obligation in certain cases than they would in the absence of such standards. As a result of these considerations, even though such provisions will not act as a waiver on the part of any investor of any of its rights which are not permitted to be waived under applicable law, the Company may bear significant financial losses even where such losses were caused by the negligence or other conduct of such indemnified persons.</div> <div style="font-style: italic; font-weight: bold;">The Company is Not Registered as an Investment Company Under the 1940 Act.</div><div style="text-align: justify; text-indent: 36pt;">While the Company is not registered as an investment company under the 1940 Act, it is subject to regulation as a BDC under the 1940 Act and is required to adhere to the provisions of the 1940 Act applicable to BDCs. The Common Shares have not been recommended by any U.S. federal or state, or any non-U.S., securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this prospectus. Any representation to the contrary is a criminal offense.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Portfolio Valuation.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor, in its capacity as the Valuation Designee and subject at all times to the oversight of the Board, determines the valuation of the Company’s investments. It is expected that the Advisor will have a limited ability to obtain accurate market quotations for purposes of valuing most of the Company’s investments, which may require the Advisor to estimate, in accordance with the Valuation Policy, the value of the Company’s debt and other investments on a valuation date. Further, because of the overall size and concentrations in particular markets, the maturities of positions that may be held by the Company from time to time and other factors, the liquidation values of the Company’s investments may differ significantly from the interim valuations of these investments derived from the valuation methods described herein. If the Advisor’s valuation should prove to be incorrect, the stated value of the Company’s investments could be adversely affected.</div><div style="text-align: justify; text-indent: 36pt;">Valuation of the types of assets in which the Company invests are inherently subjective. In addition, the Advisor may have an interest in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases, the Company may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Advisor may continue to place a favorable valuation on such investment due to the Advisor’s determination that the investment is sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not be permanently written-off or permanently written down despite its distressed state or covenant breach until such portfolio company experiences a material corporate event (<span style="font-style: italic;">e.g.</span>, bankruptcy or partial sale) which establishes an objective basis for such revised valuation. In these circumstances, the Advisor has an interest in delaying any such write-offs or write-downs to maintain a higher management fee base and thus, management fees paid to the Advisor.</div><div style="text-align: justify; text-indent: 36pt;">In addition, the Advisor relies on third-party valuation agents to verify the value of certain investments. An investment may not have a readily ascertainable market value and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation. Further, because of the Advisor’s knowledge of the investment, the valuation agent may defer to the Advisor’s valuation even where such valuation may not be accurate or the determination thereof involved a conflict of interest. An inaccurate valuation of one or more investments could have a substantial impact on the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Rights Against Third Parties, Including Third-Party Service Providers.</div><div style="text-align: justify; text-indent: 36pt;">The Company is reliant on the performance of third-party service providers, including the Advisor, the Administrator, auditors, legal advisors, lenders, bankers, brokers, consultants, sourcing, operating and joint venture partners and other service providers (collectively, “Service Providers”). Further information regarding the duties and roles of certain of these Service Providers is provided in this prospectus and the Company’s other publicly available reports. The Company may bear the risk of any errors or omissions by such Service Providers. In addition, misconduct by such Service Providers may result in reputational damage, litigation, business disruption and/or financial losses to the Company. Each shareholder’s contractual relationship in respect of its investment in Common Shares of the Company is with the Company only and shareholders are not in contractual privity with the Service Providers. Therefore, generally, no shareholder will have any contractual claim against any Service Provider with respect to such Service Provider’s default or breach. Accordingly, shareholders must generally rely upon the Advisor and/or Administrator to enforce the Company’s rights against Service Providers. In certain circumstances, which are generally not expected to prevail, shareholders may have limited rights to enforce the Company’s rights on a derivative basis or may have rights against Service Providers if they can establish that such Service Providers owe duties to the shareholders. In addition, shareholders will have no right to participate in the day-to-day operation of the Company and decisions regarding the selection of Service Providers. Rather, the Advisor and/or Administrator will select the Company’s Service Providers and determine the retention and compensation of such providers without the review by or consent of the shareholders. The shareholders must therefore rely on the ability of the Advisor and/or Administrator to select and compensate Service Providers and to make investments and manage and dispose of investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Consultation with Sourcing and Operating Partners.</div><div style="text-align: justify; text-indent: 36pt;">In certain circumstances, sourcing and operating partners may be aware of and consulted in advance in relation to certain investments made by the Company. While sourcing and operating partners will be subject to confidentiality obligations, they are not restricted from engaging in any activities or businesses that may be similar to the business of the Company or competitive with the Company. In particular, sourcing and operating partners may use information available to them as sourcing and operating partners of the Advisor or its affiliates in a manner that conflicts with the interests of the Company. Except in limited circumstances, the sourcing and operating partners are generally not obligated to account to the Advisor or its affiliates for any profits or income earned or derived from their activities or businesses or inform the Advisor or its affiliates of any business opportunity that may be appropriate for the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to the Timing of Realization of Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor, in its discretion, may seek to realize the Company’s investments earlier than originally expected, which may be accomplished through one or more transactions, including, to the extent permitted by applicable law, transactions with another investment fund or account sponsored or managed by Kennedy Lewis (collectively “Other Kennedy Lewis Investors”), which will be for a price equal to the fair value of such investment. The value of such investment, subject to approval by the Board, will be determined by the Advisor and verified by one or more third-party valuation agents. The Advisor may seek such realizations in order to support the Company’s target risk/return profile with respect to the Company’s unrealized investments, taking into account such factors as the Company’s expense ratio relative to such assets and the availability of, or repayment obligations with respect to, any credit facilities.</div> <div style="font-style: italic; font-weight: bold;">The Company May be Required to Disclose Information Regarding Shareholders.</div><div style="text-align: justify; text-indent: 36pt;">The Company, the Advisor or their respective affiliates, Service Providers, or agents may from time to time be required or may, in their discretion, determine that it is advisable to disclose certain information about the Company and the shareholders, including investments held directly or indirectly by the Company and the names and level of beneficial ownership of certain of the shareholders, to regulatory or taxing authorities of certain jurisdictions, which have or assert jurisdiction over the disclosing party or in which the Company directly or indirectly invests. Disclosure of confidential information under such circumstances will not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Company, the Advisor or any of their affiliates, Service Providers or agents, may be prohibited from disclosing to any shareholder that any such disclosure has been made.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Operational Risks.</div><div style="text-align: justify; text-indent: 36pt;">The Company is subject to operational risk, including the possibility that errors may be made by the Advisor or its affiliates and Service Providers in certain transactions, calculations or valuations on behalf of, or otherwise relating to, the Company. Shareholders may not be notified of the occurrence of an error or the resolution of any error. Generally, the Advisor, its affiliates and Service Providers will not be held accountable for such errors, and the Company may bear losses resulting from such errors, so long as such errors were not the result of negligence or misconduct.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Exposure to Material Non-Public Information.</div><div style="text-align: justify; text-indent: 36pt;">The senior investment professionals and other Investment Team members of Advisor may serve as directors of, or in a similar capacity with, portfolio companies in which the Company invests, or other Kennedy Lewis’ funds, the securities of which are purchased or sold on the Company’s behalf. Additionally, senior investment professionals and other Investment Team members of the Advisor may receive material non-public information in connection with investments the Advisor is considering for the Company, as well as those we are considering for other funds. In the event that material non-public information is obtained with respect to such companies, or the Company become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, the Company could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Technology Systems.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends on the Advisor to develop and implement appropriate systems for its activities. The Company may rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions and to generate asset, risk management and other reports that are utilized in the oversight of the Company’s activities. In addition, certain of the Company’s and the Advisor’s operations interface with or depend on systems operated by third parties, including loan servicers, custodians and administrators, and the Advisor may not always be in a position to verify the risks or reliability of such third-party systems. For example, the Company and the Advisor generally expect to provide statements, reports, notices, updates, requests and any other communications in electronic form, such as e-mail or posting on a web-based reporting site or other internet service, in lieu of or in addition to sending such communications as hard copies via fax or mail. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by ‘hacking’ or other security breaches, computer ‘worms,’ viruses and power failures. Such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades and cause inaccurate reports, which may affect the Company’s ability to monitor its investment portfolio and its risks. Any such defect or failure could cause the Company to suffer financial loss, disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Cybersecurity.</div><div style="text-align: justify; text-indent: 36pt;">The Company, the Advisor and their Service Providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. For example, information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause losses to a shareholder by interfering with the processing of investor transactions, affecting the Company’s ability to calculate net asset value or impeding or sabotaging the investment process. The Company may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose the Company and the Advisor to civil liability as well as regulatory inquiry and/or action (and the Advisor may be indemnified by the Company in connection with any such liability, inquiry or action). In addition, any such breach could cause substantial withdrawals from the Company. Shareholders could also be exposed to losses resulting from unauthorized use of their personal information.</div><div style="text-align: justify; text-indent: 36pt;">Moreover, the increased use of mobile and cloud technologies due to the proliferation of remote work could heighten these and other operational risks as certain aspects of the security of such technologies may be complex and unpredictable. Reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations, the operations of a portfolio company or the operations of our or their service providers and result in misappropriation, corruption or loss of personal, confidential or proprietary information or the inability to conduct ordinary business operations. In addition, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Extended periods of remote working, whether by us, our portfolio companies, or our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Accordingly, the risks described above are heightened under the current conditions.</div><div style="text-align: justify; text-indent: 36pt;">While the Advisor has implemented various measures to manage risks associated with cybersecurity breaches, including establishing a business continuity plan and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cybersecurity risks also are present for portfolio companies in which the Company invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Company’s investments in such portfolio companies to lose value.</div><div style="text-align: justify; text-indent: 36pt;">In addition, cybersecurity has become a top priority for global lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. Compliance with such laws and regulations may result in cost increases due to system changes and the development of new administrative processes. If the Company or the Advisor or certain of their affiliates, fail to comply with relevant and increasing laws and regulations, the Company could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.</div> <div style="font-style: italic; font-weight: bold;">Failure in Cyber Security Systems, as well as the Occurrence of Events Unanticipated in the Company’s Disaster Recovery Systems and Management Continuity Planning Could Impair the Company’s Ability to Conduct Business Effectively.</div><div style="text-align: justify; text-indent: 36pt;">The occurrence of a disaster, such as a cyber-attack against the Company or against a third-party that has access to the Company’s data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on its ability to communicate or conduct business, negatively impacting its operations and financial condition. This adverse effect can become particularly acute if those events affect the Company’s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of its data.</div><div style="text-align: justify; text-indent: 36pt;">The Company depends heavily upon computer systems to perform necessary business functions. Despite its implementation of a variety of security measures, the Company’s computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, or system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in the Company’s operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.</div><div style="text-align: justify; text-indent: 36pt;">Third parties with which the Company does business may also be sources of cybersecurity or other technological risks. The Company outsources certain functions, and these relationships allow for the storage and processing of its information, as well as customer, counterparty, employee and borrower information. Cybersecurity failures or breaches by the Advisor and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which the Company invests, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Company’s ability to calculate its net asset value, impediments to trading, the inability of its shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While the Company engages in actions to reduce its exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.</div><div style="text-align: justify; text-indent: 36pt;">Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, the Company may be required to expend significant additional resources to modify its protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. The Company currently does not maintain insurance coverage relating to cybersecurity risks, and it may be required to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures, and the Company may be subject to litigation and financial losses that are not fully insured.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Minority Investments, Sourcing, Operating or Joint Venture Partners.</div><div style="text-align: justify; text-indent: 36pt;">The Company may make minority equity investments in entities in which the Company does not control the business or affairs of such entities. In addition, Kennedy Lewis has historically, and expects in the future to, work with sourcing, operating and/or joint venture partners, including with respect to particular types of investments or particular sectors or regions. These arrangements may be structured as joint ventures or contractual service provider relationships. Shareholders should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Company or the shareholders.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor expects that in some cases the Company will have control over, or significant influence on, the decision making of joint ventures. However, in other cases, in particular with respect to certain terms, amendments and waivers related to the underlying loans, the joint venture partner may have controlling or blocking rights (including because certain decisions require unanimous approval of the joint venture partners) or a tie vote among joint venture partners may be resolved by an appointed third party. Where a joint venture partner or third party has controlling or blocking rights or decision-making power with respect to a joint venture matter, there can be no assurance that the matter will be resolved in the manner desired by the Company. In addition, these types of voting arrangements may slow the decision-making process and hinder the joint venture’s ability to act quickly.</div><div style="text-align: justify; text-indent: 36pt;">The Company may pay retainers, closing, monitoring, performance or other fees to sourcing, operating and joint venture partners. Such retainer fees may be netted against a closing fee, if applicable, in connection with the related investment. However, if no such investment is consummated, the Company will bear any retainer amounts as an expense. In addition, to the extent the compensation of a sourcing, operating or joint venture partner is based on the performance of the relevant investments, the sourcing, operating or joint venture partner may have an incentive to seek riskier investments than it would have under a different compensation structure. In this regard, a sourcing, operating or joint venture partner may receive incentive compensation at the expense of the Company. The expenses of sourcing, operating and joint venture partners may be substantial. In certain circumstances, the Company or a portfolio company in which the Company invests may pay fees to sourcing, operating and/or joint venture partners in consideration for services, including where the Advisor may have otherwise provided those services without charge. In other circumstances, sourcing, operating and/or joint venture partners may receive certain third-party fees (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees as well as prepayment premiums) in respect of an investment, and no such fees will offset or otherwise reduce the management fee payable by shareholders. The existence of such fees may result in the Company paying fees twice, once to the Advisor in the form of management fees and once to the sourcing, operating or joint venture partners to service or manage the same assets.</div><div style="text-align: justify; text-indent: 36pt;">Sourcing, operating and/or joint venture partners may invest in the Company. Joint venture investments involve various risks, including the risk that the Company will not be able to implement investment decisions or exit strategies because of limitations on the Company’s control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk that a joint venture partner may be in a position to take action contrary to the Company’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under applicable law, and tax and regulatory risks related to the joint venture’s structure, which may adversely affect the Company’s pre-tax returns. In addition, the Company may, in certain cases, be liable for actions of its joint venture partners. The joint ventures in which we participate may sometimes be allocated investment opportunities that might have otherwise gone entirely to the Company, which may reduce our return on equity. Additionally, our joint venture investments may be held on an unconsolidated basis and at times may be highly leveraged. Such leverage would not count toward the investment limits imposed on us by the 1940 Act.</div><div style="text-align: justify; text-indent: 36pt;">In certain cases, conflicts of interest may arise between the Company and a joint venture partner, for example, because the joint venture partner has invested in a different level of the issuer’s capital structure or because the joint venture partner has different investment goals or timelines. There can be no assurance that a joint venture partner with divergent interests from the Company will cause the joint venture to be managed in a manner that is favorable to the Company. In addition, it is anticipated that the Company could be invested in debt instruments issued by a joint venture entity while one or more other clients managed by Kennedy Lewis will be invested in equity interests in such entity or vice versa, which presents certain potential conflicts of interest with respect to the capital structure of such entity.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Electronic Delivery of Certain Documents.</div><div style="text-align: justify; text-indent: 36pt;">Unless a shareholder opts out, shareholders will be deemed to consent to electronic delivery or posting to the transfer agent’s website or other service of: (i) certain closing documents; (ii) any notices or communications required or contemplated to be delivered to the shareholders by the Company, the Advisor, or any of their respective affiliates, pursuant to applicable law or regulation; (iii) certain tax-related information and documents; and (iv) notices, requests, demands, consents or other communications and any financial statements, reports, schedules, certificates or opinions required to be provided to the shareholders under any agreements. There are certain costs and possible risks associated with electronic delivery. Moreover, the Advisor cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from the use of such communication methods. See “The Company is Subject to Risks Relating to Technology Systems” and “The Company is Subject to Risks Relating to Cybersecurity” above.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Handling of Mail.</div><div style="text-align: justify; text-indent: 36pt;">Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be processed. None of the Company, the Advisor or any of their trustees, officers, advisors or Service Providers will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to General Credit Risks.</div><div style="text-align: justify; text-indent: 36pt;">The Company may be exposed to losses resulting from default and foreclosure of any such loans or interests in loans in which it has invested. Therefore, the value of underlying collateral, the creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Company’s investments. In the event of foreclosure, the Company or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Company. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Company. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Company’s rights.</div> <div style="font-style: italic; font-weight: bold;">The Prices of the Company’s Investments Can be Volatile.</div><div style="text-align: justify; text-indent: 36pt;">The prices of the Company’s investments can be volatile. In addition, price movements may also be influenced by, among other things, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and national and international political and economic events and policies. In addition, governments from time to time intervene in certain markets. Such intervention often is intended directly to influence prices and may cause or contribute to rapid fluctuations in asset prices, which may adversely affect the Company’s returns.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Syndication and/or Transfer of Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company may originate and/or purchase certain debt assets, including ancillary equity assets (“Assets”). The Company may also purchase certain Assets (including, participation interests or other indirect economic interests) that have been originated by other affiliated or unaffiliated parties and/or trading on the secondary market. The Company may, in certain circumstances, originate or purchase such Assets with the intent of syndicating and/or otherwise transferring a significant portion thereof. In such instances, the Company will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Company will also bear the risk of any inability to syndicate or otherwise transfer such Assets or such amount thereof as originally intended, which could result in the Company owning a greater interest therein than anticipated.</div><div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis has formed SPV I for the purpose of entering into a credit agreement with Goldman Sachs Bank USA, and may in the future form additional wholly owned and/or “controlled” (as defined in Section 2(a)(9) of the 1940 Act) subsidiaries (together with SPV I, a “Subsidiary”). The Company complies with the provisions of the 1940 Act governing capital structure and leverage in respect of each Subsidiary (i.e., any borrowings of SPV I are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act) and will comply with such requirements in respect of any newly formed Subsidiary. In addition, any such Subsidiary complies (or will comply) with the 1940 Act provisions related to affiliated transactions.</div><div style="text-align: justify; text-indent: 36pt;">The Advisory Agreement contemplates that the Advisor may provide its advisory services to the Company through wholly owned or primarily controlled subsidiaries of the Company. To the extent that the Company forms a wholly owned or primarily controlled subsidiary advised by an investment adviser other than the Advisor, the investment adviser to such subsidiaries will comply with the provisions of the 1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act.</div> <div style="font-style: italic; font-weight: bold;">The Company May Need to Raise Additional Capital.</div><div style="text-align: justify; text-indent: 36pt;">The Company may need additional capital to fund new investments and grow its portfolio of investments once it has fully invested the net proceeds of this offering. Unfavorable economic conditions could increase the Company’s funding costs or limit its access to the capital. A reduction in the availability of new capital could limit the Company’s ability to grow. In addition, the Company is required to distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to investors to maintain its qualification as a RIC. As a result, these earnings will not be available to fund new investments. An inability on the Company’s part to access the capital successfully could limit its ability to grow its business and execute its business strategy fully and could decrease its earnings, if any, which would have an adverse effect on the value of its securities.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Counterparty Risks.</div><div style="text-align: justify; text-indent: 36pt;">To the extent that contracts for investment will be entered into between the Company and a market counterparty as principal (and not as agent), the Company is exposed to the risk that the market counterparty may, in an insolvency or similar event, be unable to meet its contractual obligations to the Company. The Company may have a limited number of potential counterparties for certain of its investments, which may significantly impair the Company’s ability to reduce its exposure to counterparty risk. In addition, difficulty reaching an agreement with any single counterparty could limit or eliminate the Company’s ability to execute such investments altogether. Because certain purchases, sales, hedging, financing arrangements and other instruments in which the Company will engage are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Company is subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Company intends to pursue its remedies under any such contracts, there can be no assurance that a counterparty will not default and that the Company will not sustain a loss on a transaction as a result.</div> <div style="font-style: italic; font-weight: bold;">The Board May Make Certain Changes in the Company’s Investment Objectives, Operating Policies or Strategies Without Prior Notice or Investor Approval.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s Board has the authority to modify or waive certain of the Company’s operating policies and strategies without prior notice (except as required by the 1940 Act) and without investor approval. However, absent investor approval, the Company may not change the nature of its business so as to cease to be, or withdraw its election as, a BDC. Under Delaware law, the Company also cannot be dissolved without prior investor approval. The Company cannot predict the effect any changes to its current operating policies and strategies would have on its business, operating results and value of its shares. Nevertheless, the effects may adversely affect the Company’s business and impact its ability to make distributions.</div> <div style="font-style: italic; font-weight: bold;">The Board May Make Certain Changes to the Company’s Declaration of Trust Without Prior Investor Approval.</div><div style="text-align: justify; text-indent: 36pt;">Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitation to classify the Board, to impose advance notice bylaw provisions for Trustee nominations or for shareholder proposals, to require super- majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Allocation of Investment Opportunities and Related Conflicts.</div><div style="text-align: justify; text-indent: 36pt;">The Company generally is prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Trustees and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally is prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Trustees. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Trustees and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or Trustees or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Company and other funds managed by Kennedy Lewis or its affiliates. Most importantly, the Company generally is prohibited from co-investing with Other Kennedy Lewis Investors or affiliates of the Advisor in Kennedy Lewis-originated loans and financings except for pursuant to the co-investment exemptive relief granted by the SEC (the “Co-Investment Order”) which delineates the requirements the Advisor must comply with for the Company to invest with Other Kennedy Lewis Investors.</div><div style="text-align: justify; text-indent: 36pt;">Any such co-investments are subject to certain conditions, including that co-investments are made in a manner consistent with the Company’s investment objectives and strategies, certain Board Criteria, and the other applicable conditions of the Co-Investment Order. Under the terms of the relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Independent Trustees must reach certain conclusions in connection with a co-investment transaction, including that: (i) the terms of the proposed transaction are reasonable and fair to the Company and its shareholders and do not involve overreaching in respect of the Company or its shareholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of the Company’s shareholders and is consistent with the Company’s then-current investment objectives and strategies.</div><div style="text-align: justify; text-indent: 36pt;">As a result of the relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of Other Kennedy Lewis Investors, including, in some cases, proprietary accounts of Kennedy Lewis. Because investments are allocated across multiple Kennedy Lewis Accounts, the Company will at times receive a lower allocation to an investment than desired; likewise, the Company may also be limited in the degree to which it is able to participate in selling opportunities that it may otherwise wish to due to allocations, including non-pro rata allocations, to Other Kennedy Lewis Investors.</div><div style="text-align: justify; text-indent: 36pt;">If the Advisor identifies an investment and the Company is unable to rely on the co-investment relief for that particular opportunity, the Advisor will be required to determine which accounts should make the investment at the potential exclusion of other accounts. In such circumstances, the Advisor will adhere to its investment allocation policy in order to determine the account to which to allocate investment opportunities. Accordingly, it is possible that the Company may not be given the opportunity to participate in investments made by other accounts.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Distributions.</div><div style="text-align: justify; text-indent: 36pt;">The Company intends to pay quarterly distributions to shareholders out of assets legally available for distribution. The Company cannot guarantee that it will make distributions, and if it does it may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings or return of capital, and although the Company generally expects to fund distributions from cash flow from operations, it has not established limits on the amounts it may pay from such sources. The Company cannot guarantee that it will achieve investment results that will allow it to make a specified level of cash distributions or year-to-year increases in cash distributions. If the Company is unable to satisfy the asset coverage test applicable to it as a BDC, or if the Company violates certain debt financing agreements, its ability to pay distributions to shareholders could be limited. All distributions will be paid at the discretion of the Company’s Board and will depend on the Company’s earnings, financial condition, maintenance of RIC status, compliance with applicable BDC regulations, compliance with debt financing agreements and such other factors as the Board may deem relevant from time to time. The distributions the Company pays to investors in a year may exceed the Company’s taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.</div><div style="text-align: justify; text-indent: 36pt;">Investors who periodically receive the payment of a distribution from a RIC consisting of a return of capital for U.S. federal income tax purposes may be under the impression that they are receiving a distribution of RIC’s net ordinary income or capital gains when they are not. Accordingly, investors should read carefully any written disclosure accompanying a distribution from the Company and the information about the specific tax characteristics of the Company’s distributions provided to investors after the end of each calendar year, and should not assume that the source of any distribution is the Company’s net ordinary income or capital gains. To the extent that the Company’s distributions contain a return of capital, such distributions should not be considered the dividend yield or total return of an investment in the Common Shares. The amount treated as a tax-free return of capital will reduce a shareholder’s adjusted tax basis in the Common Shares, thereby increasing the shareholder’s potential taxable gain or reducing the potential taxable loss on the sale of Common Shares.</div> <div style="font-style: italic; font-weight: bold;">The Board Has the Discretion to Not Repurchase Common Shares, to Suspend the Share Repurchase Program, and to Cease Repurchases.</div><div style="text-align: justify; text-indent: 36pt;">Our Board has adopted a share repurchase program, which the Board may amend, suspend or terminate the share repurchase program at any time in its discretion. You may not be able to sell your shares at all in the event our Board amends, suspends or terminates the share repurchase program, absent a “Liquidity Event,” which is defined as including (1) an Exchange Listing or (2) a Sale Transaction. We currently do not intend to undertake a Liquidity Event, and we are not obligated by our Declaration of Trust or otherwise to effect a Liquidity Event at any time. We will notify you of such developments in our quarterly reports or other filings. In the event the amount of Common Shares tendered exceeds the repurchase offer amount, Common Shares will be repurchased on a pro rata basis based on the total number of Common Shares tendered. The share repurchase program has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.</div> <div style="font-style: italic; font-weight: bold;">Investing in Private and Middle Market Portfolio Companies Poses the Risk of Losing All or Part of Its Investment.</div><div style="text-align: justify; text-indent: 36pt;">Investment in private and middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and the Company relies on the ability of the Advisor’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If the Company is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and it may lose money on its investments. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their loans and debt securities that the Company holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Company realizing any guarantees it may have obtained in connection with its investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on one or more of the Company’s portfolio companies and, in turn, on the Company. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, the Company’s executive officers, trustees and investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from its investments in portfolio companies.</div> <div style="font-style: italic; font-weight: bold;">The Company Faces Risks Associated With the Deployment of Its Capital.</div><div style="text-align: justify; text-indent: 36pt;">In light of the nature of our continuous offering as well as ongoing and any periodic private offerings in relation to our investment strategy and the need to be able to deploy potentially large amounts of capital quickly to capitalize on potential investment opportunities, if we have difficulty identifying investments on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our Common Shares in the offering or any private offering and the time we invest the net proceeds. For example, privately negotiated investments in loans and illiquid securities of private middle-market companies require substantial due diligence and structuring, and there can be no assurance that the Company will achieve its anticipated investment pace. In addition, our proportion of privately negotiated investments may be lower than expected. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our shareholders that may be invested in money market accounts or other similar temporary investments.</div><div style="text-align: justify; text-indent: 36pt;">In the event we are unable to find suitable investments such cash may be maintained for longer periods, which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cash flow from operations to shareholders. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.</div> <div style="font-style: italic; font-weight: bold;">The Company is Currently Operating in a Period of Capital Markets Disruption, Significant Volatility and Economic Uncertainty.</div><div style="text-align: justify; text-indent: 36pt;">The global capital markets are experiencing a period of disruption and instability resulting in increasing spreads between the yields realized on riskier debt securities and those realized on risk-free securities, lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the re-pricing of credit risk in the broadly syndicated market. Highly disruptive market conditions have resulted in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of such market conditions cannot be accurately forecasted. Extreme uncertainty regarding economic markets is resulting in declines in the market values of potential investments and declines in the market values of investments after they are made or acquired by the Company and affecting the potential for liquidity events involving such investments or portfolio companies. During periods of market disruption, portfolio companies may be more likely to seek to draw on unfunded commitments the Company has made, and the risk of being unable to fund such commitments is heightened during such periods. Applicable accounting standards require the Company to determine the fair value of its investments as the amount that would be received in an orderly transaction between market participants at the measurement date. While most of the Company’s investments are not publicly traded, as part of the Company’s valuation process the Company considers a number of measures, including comparison to publicly traded securities. As a result, volatility in the public capital markets can adversely affect the Company’s investment valuations.</div><div style="text-align: justify; text-indent: 36pt;">Various social and political tensions around the world may contribute to increased market volatility, may have long-term effects on the worldwide financial markets and may cause further economic uncertainties worldwide.</div><div style="text-align: justify; text-indent: 36pt;">The extent and duration or escalation of such conflicts, resulting sanctions and future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to portfolio companies located in affected regions or that have substantial business relationships with companies in the affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions or a prolonged period of market illiquidity may cause the Company to reduce the volume of loans and debt securities originated and/or fund and adversely affect the value of the Company’s portfolio investments, which could have a material and adverse effect on the Company’s business, financial condition, results of operations and cash flows.</div> <div style="font-style: italic; font-weight: bold;">The Company is Exposed to Risks Related to Bank Failures.</div><div style="text-align: justify; text-indent: 36pt;">The Company, Advisor, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties<span style="font-weight: bold; font-style: italic;">.</span></div><div style="text-align: justify; text-indent: 36pt;">Our cash and our Advisor’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Advisor and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Advisor, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Advisor’s and our portfolio companies’ business, financial condition, results of operations, or prospects.</div><div style="text-align: justify; text-indent: 36pt;">Although we and our Advisor assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Advisor or our portfolio companies, the financial institutions with which we, our Advisor or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Advisor or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.</div><div style="text-align: justify; text-indent: 36pt;">In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Advisor, or our portfolio companies to acquire financing on acceptable terms or at all.</div> <div style="font-style: italic; font-weight: bold;">The Company is Exposed to Risks Associated With Changes in Interest Rates.</div><div style="text-align: justify; text-indent: 36pt;">General interest rate fluctuations may have a substantial negative impact on our investments and our investment returns and, accordingly, may have a material effect on our investment objective and our net investment income.</div><div style="text-align: justify; text-indent: 36pt;">Because we borrow money and may issue debt securities or preferred shares to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred shares and the rate at which we invest these funds. In a period of rising interest rates, which have been experienced in the United States and many other countries around the world in recent years, our interest income will increase as the majority of our portfolio bears interest at variable rates while our cost of funds will also increase, to a lesser extent, with the net impact being an increase to our net investment income. Conversely, if interest rates decrease we may earn less interest income from investments and our cost of funds will also decrease, potentially resulting in lower net investment income. In periods of falling interest rates, the probability that loans will be pre-paid increases as borrowers tend to refinance their debt to reduce their borrowing costs. In such periods, there is a risk that the Company might not be able to invest in new loans on the same terms, or at all. If the Company cannot invest in new loans on terms that are the same or better than the investments that are repaid, the Company’s operations and financial conditions could be adversely affected. In addition, falling interest rates could lead to loans generating lower returns for the Company for the same level of risk. The Company could therefore need to invest in riskier loans to achieve the same level of returns.</div><div style="text-align: justify; text-indent: 36pt;">In the current economic environment, we may take on fixed rate liabilities which will remain at the elevated interest rate even if interest rates decrease. Thus, the decrease in our investment income would not be offset by decreased borrowing costs, potentially affecting the Company’s future distributions to shareholders. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates and to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.</div><div style="text-align: justify; text-indent: 36pt;">Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our Common Shares less attractive if we are not able to pay dividends at a level that provides a similar return, which could reduce the value of our Common Shares.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to General Risks.</div><div style="text-align: justify; text-indent: 36pt;">A fundamental risk associated with the Company’s investment strategy is that the companies in whose debt the Company invests will be unable to make regular payments (<span style="font-style: italic;">e.g.</span>, principal and interest payments) when due, or at all, or otherwise fail to perform. Portfolio companies could deteriorate as a result of, among other factors, an adverse development in their business, poor performance by their management teams, a change in the competitive environment, an economic downturn or legal, tax or regulatory changes. Portfolio companies that the Advisor expects to remain stable may in fact operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Portfolio Companies May be Highly Leveraged.</div><div style="text-align: justify; text-indent: 36pt;">Portfolio companies may be highly leveraged, and there may be no restriction on the amount of debt a portfolio company can incur. Substantial indebtedness may add additional risk with respect to a portfolio company, and could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage; and/or (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs. In some cases, proceeds of debt incurred by a portfolio company could be paid as a dividend to shareholders rather than retained by the portfolio company for its working capital. Leveraged companies are often more sensitive to declines in revenues, increases in expenses, and adverse business, political, or financial developments or economic factors such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of such companies or their industries. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.</div><div style="text-align: justify; text-indent: 36pt;">If a portfolio company is unable to generate sufficient cash flow to meet principal and interest payments to its lenders, it may be forced to take other actions to satisfy such obligations under its indebtedness. These alternative measures may include reducing or delaying capital expenditures, selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly reduce the value of the Company’s investment(s) in such portfolio company. If such strategies are not successful and do not permit the portfolio company to meet its scheduled debt service obligations, the portfolio company may also be forced into liquidation, dissolution or insolvency, and the value of the Company’s investment in such portfolio company could be significantly reduced or even eliminated.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Issuer/Borrower Fraud.</div><div style="text-align: justify; text-indent: 36pt;">Of paramount concern in originating loans is the possibility of material misrepresentation or omission on the part of borrowers or guarantors. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Company or its affiliates to perfect or effectuate a lien on the collateral securing the loan. The Company or its affiliates will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Due to its Reliance on Portfolio Company Management.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor generally will seek to monitor the performance of investments in operating companies either through interaction with the board of the applicable company and/or by maintaining an ongoing dialogue with the company’s management and/or sponsor team. However, the Company generally will not be in a position to control any borrower by virtue of investing in its debt and the portfolio company’s management will be primarily responsible for the operations of the company on a day-to-day basis. Although it is the intent of the Company to invest in companies with strong management teams, there can be no assurance that the existing management team, or any new one, will be able to operate the company successfully. In addition, the Company is subject to the risk that a borrower in which it invests may make business decisions with which the Company disagrees and the management of such borrower, as representatives of the common equity holders, may take risks or otherwise act in ways that do not serve the interests of the debt investors, including the Company. Furthermore, in exercising its investment discretion, the Advisor may in certain circumstances commit funds of the Company to other entities that will be given a mandate to make certain investments consistent with the Company’s investment objective and that may earn a performance-based fee on those investments. Once such a commitment is made, such entities will have full control over the investment of such funds, and the Advisor will cease to have such control.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Environmental Matters.</div><div style="text-align: justify; text-indent: 36pt;">Ordinary operation or the occurrence of an accident with respect to the portfolio companies in which the Company invests could cause major environmental damage, which may result in significant financial distress to the Company’s investments and any portfolio company holding such assets, even if covered by insurance. Certain environmental laws and regulations may require that an owner or operator of an asset address prior environmental contamination, which could involve substantial cost and other liabilities. The Company (and the shareholders) may therefore be exposed to substantial risk of loss from environmental claims arising in respect of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment may create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Even in cases where the Company is indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Company to achieve enforcement of such indemnities. See also “The Company is Subject to Risks from Provision of Managerial Assistance and Control Person Liability” below.</div> <div style="font-style: italic; font-weight: bold;">The Company May Elect Not to or May be Unable to Make Follow-On Investments in Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">Following an initial investment in a portfolio company, the Company may make additional investments in that portfolio company as “follow-on” investments, in order to:</div><table cellpadding="0" class="DSPFListTable" id="z826e353873914ce299193aca80093fd6" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>increase or maintain in whole or in part the Company’s voting percentage;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zba799a6995774b9eb5ae856ed9f24996" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z4747f914d5f94afea45a8b50b4895dbf" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>attempt to preserve or enhance the value of the Company’s investment.</div> </td> </tr> </table><div style="text-align: justify; text-indent: 36pt;">The Company may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company has the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the Company’s initial investment, or may result in a missed opportunity for the Company to increase its participation in a successful operation. Even if the Company has sufficient capital to make a desired follow-on investment, it may elect not to make a follow-on investment because it may not want to increase its concentration of risk, because it prefers other opportunities or because it is inhibited by compliance with BDC requirements, or compliance with the requirements for maintenance of its RIC status.</div> <div style="font-style: italic; font-weight: bold;">The Company May Be Subject to Risks Due to Not Holding Controlling Equity Interests in Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">The Company does not generally intend to take controlling equity positions in the Company’s portfolio companies. To the extent that the Company does not hold a controlling equity interest in a portfolio company, it will be subject to the risk that such portfolio company may make business decisions with which the Company disagrees, and the shareholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to the Company’s interests. Due to the lack of liquidity for the debt and equity investments that the Company typically holds in portfolio companies, the Company may not be able to dispose of its investments in the event it disagrees with the actions of a portfolio company, and may therefore suffer a decrease in the value of its investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Defaults by Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">A portfolio company’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on the portfolio company’s assets representing collateral for its obligations. This could trigger cross defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that the Company holds and the value of any equity securities the Company owns. The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Third Party Litigation.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investment activities subject it to the normal risks of becoming involved in litigation initiated by third parties. This risk is somewhat greater where the Company exercises control or influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Company (to the extent not borne by the portfolio companies) and would reduce net assets. The Advisor and others are indemnified in connection with such litigation, subject to certain conditions.</div> <div style="font-style: italic; font-weight: bold;">Inflation May Adversely Affect the Business, Results of Operations and Financial Condition of Our Portfolio Companies.</div><div style="text-align: justify; text-indent: 36pt;">Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable pass any increases in their costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.</div><div style="text-align: justify; text-indent: 36pt;">Globally, inflation and rapid fluctuations in inflation rates have in the past had negative effects on economies and financial markets, and may do so in the future. Wages and prices of input increase during periods of inflation which can negatively impact returns of our portfolio companies. In an attempt to stabilize inflation, governments may impose wage and price controls, or otherwise intervene in the economy. Governmental efforts to curb inflation may have negative effects on levels of economic activity.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Reliance on Projections.</div><div style="text-align: justify; text-indent: 36pt;">The Company may rely upon projections developed by the Advisor concerning an investment’s future performance, outcome and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of the Advisor. The inaccuracy of certain assumptions, the failure to satisfy certain requirements and the occurrence of other unforeseen events could impair the ability of an investment to realize projected values, outcomes and cash flow.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Investments in Undervalued Assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in undervalued loans and other assets as part of its investment strategy. The identification of investment opportunities in undervalued loans and other assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial or complete losses.</div><div style="text-align: justify; text-indent: 36pt;">The Company may incur substantial losses related to assets purchased on the belief that they were undervalued by their sellers, if they were not in fact undervalued at the time of purchase. In addition, the Company may be required to hold such assets for a substantial period of time before realizing their anticipated value, and there is no assurance that the value of the assets would not decline further during such time. Moreover, during this period, a portion of the Company’s assets would be committed to those assets purchased, thus preventing the Company from investing in other opportunities. In addition, the Company may finance such purchases with borrowed funds and thus will have to pay interest on such borrowed amounts during the holding period.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Illiquidity of the Company’s Assets and Distributions In Kind.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests primarily in private illiquid debt, loans and other assets for which no (or only a limited) liquid market exists or that are subject to legal or other restrictions on transfer and are difficult to sell in a secondary market. In some cases, the Company may be prohibited from selling such investments for a period of time or otherwise be restricted from disposing of such investments. The market prices, if any, for such assets tend to be volatile, and may fluctuate due to a variety of factors that are inherently difficult to predict. Furthermore, the types of investments made may require a substantial length of time to liquidate due to the lack of an established market for such investments or other factors. As a result, there is a significant risk that the Company may be unable to realize its investment objective by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. Accordingly, the Advisor is unable to predict with confidence what, if any, exit strategies will ultimately be available for any given asset. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal or other reasons, and the Company may not be able to sell assets when the Company desires to do so or to realize what the Advisor perceives to be the fair value of its assets in the event of a sale. Further, although the Advisor may at the time of making investments expect a certain portion of such investments to be refinanced or repaid before maturity, depending on economic conditions, interest rates and other variables, borrowers may not finance or repay loans early. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. In addition, in times of extreme market disruption, there may be no market at all for one or more asset classes, potentially resulting in the inability of the Company to dispose of its assets for an indefinite period of time. Even if investments are successful, they are unlikely to produce a realized return to shareholders for a period of years. Furthermore, a portion of interest on investments is paid in kind rather than in cash to the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Priority of Repayment of Debt Investments.</div><div style="text-align: justify; text-indent: 36pt;">The characterization of an investment as senior debt or senior secured debt does not mean that such debt will necessarily have repayment priority with respect to all other obligations of a portfolio company. Portfolio companies may have, and/or may be permitted to incur, other debt and liabilities that rank equally with or senior to the senior loans in which the Company invests. If other indebtedness is incurred that ranks in parity in right of payment or proceeds of collateral with respect to debt securities in which the Company invests, the Company would have to share on an equal basis any distributions with other creditors in the event of a liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company. Where the Company holds a first lien to secure senior indebtedness, the portfolio companies may be permitted to issue other senior loans with liens that rank junior to the first liens granted to the Company. The intercreditor rights of the holders of such other junior lien debt may, in any liquidation, reorganization, insolvency, dissolution or bankruptcy of such a portfolio company, affect the recovery that the Company would have been able to achieve in the absence of such other debt.</div><div style="text-align: justify; text-indent: 36pt;">Even where the senior loans held by the Company are secured by a perfected lien over a substantial portion of the assets of a portfolio company and its subsidiaries, the portfolio company and its subsidiaries will often be able to incur a substantial amount of additional indebtedness, which may have an exclusive lien over particular assets. For example, debt and other liabilities incurred by non-guarantor subsidiaries of portfolio companies will be structurally senior to the debt held by the Company. Accordingly, any such debt and other liabilities of such subsidiaries would, in the event of liquidation, dissolution, insolvency, reorganization or bankruptcy of such subsidiary, be repaid in full before any distributions to an obligor of the loans held by the Company. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which the Company has a lien. The Company also invests in second lien secured debt. Second lien debt is granted a second priority security interest in collateral, which means that any realization of collateral will generally be applied to pay senior secured debt in full before second lien debt is paid. Consequently, the fact that debt is secured does not guarantee that the Company will receive principal and interest payments according to the debt’s terms, or at all, or that the Company will be able to collect on the debt should we be forced to enforce our remedies.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Certain Guarantees.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in debt that is guaranteed by a subsidiary of the issuer. In some circumstances, guarantees of secured debt issued by subsidiaries of a portfolio company and held by the Company may be subject to fraudulent conveyance or similar avoidance claims made by other creditors of such subsidiaries under applicable insolvency laws. As a result, such creditors may take priority over the claims of the Company under such guarantees. Under federal or state fraudulent transfer law, a court may void or otherwise decline to enforce such debt and the Company would no longer have any claim against such portfolio company or the applicable guarantor. In addition, the court might direct the Company to disgorge any amounts already received from the portfolio company or a guarantor. In some cases, significant subsidiaries of portfolio companies may not guarantee the obligations of the portfolio company; in other cases, a portfolio company may have the ability to release subsidiaries as guarantors of the portfolio company’s obligations. The repayment of such investments may depend on cash flow from subsidiaries of a portfolio company that are not themselves guarantors of the portfolio company’s obligations.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Secured Loans.</div><div style="text-align: justify; text-indent: 36pt;">Most of the loans held by the Company are secured. These investments may be subject to the risk that the Company’s security interests in the underlying collateral are not properly or fully perfected. Compounding these risks, the collateral securing debt investments will often be subject to casualty or devaluation risks.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Senior Secured Debt and Unitranche Debt.</div><div style="text-align: justify; text-indent: 36pt;">When the Company invests in senior secured term debt and unitranche debt, it will generally take a security interest in the available assets of these portfolio companies, including equity interests in their subsidiaries. There is a risk that the collateral securing the Company’s investments may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in some circumstances, the Company’s security interest could be subordinated to claims of other creditors. In addition, any deterioration in a portfolio company’s financial condition and prospects, including any inability on its part to raise additional capital, may result in the deterioration in the value of the related collateral. Consequently, the fact that debt is secured does not guarantee that the Company will receive principal and interest payments according to the investment terms or at all, or that the Company will be able to collect on the investment should the Company be forced to enforce its remedies.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Business and Credit Risks.</div><div style="text-align: justify; text-indent: 36pt;">Investments made by the Company generally will involve a significant degree of financial and/or business risk. The securities in which the Company invests may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations or interest that is paid-in-kind (which tend to increase business and credit risks if an investment becomes impaired because there would be little to no realized proceeds through cash interest payments prior to such impairment). These types of securities are subject to the risk of the issuer’s inability to make principal and interest payments on its obligations (<span style="font-style: italic;">i.e.</span>, credit risk) and are also subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (<span style="font-style: italic;">i.e.</span>, market risk).</div><div style="text-align: justify; text-indent: 36pt;">Business risks may be more significant in smaller portfolio companies or those that are embarking on a build-up or operating turnaround strategy. Such companies may have no or short operating histories, new technologies and products and their management teams may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful finance personnel and other operational strategies and resources in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s services, a potential regulatory risk for new or untried and/or untested business models (if applicable), products and services to the extent they relate to regulated activities in the relevant jurisdiction, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Such companies will have no or short operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Investments May be Affected by Force Majeure Events.</div><div style="text-align: justify; text-indent: 36pt;">The instruments in which the Company invests may be affected by force majeure events (<span style="font-style: italic;">i.e.</span>, events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a portfolio company to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio company of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss, including if the Company’s investment in such issuer is cancelled, unwound or acquired (which could be without what the Advisor considers to be adequate compensation). Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Company may invest specifically. To the extent the Company is exposed to investments in issuers that as a group are exposed to such force majeure events, the Company’s risks and potential losses are enhanced.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Infectious Disease and Pandemics.</div><div style="text-align: justify; text-indent: 36pt;">Certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy. Outbreaks such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, the COVID-19, or other similarly infectious diseases may have material adverse impacts on the Company, the Advisor, their respective affiliates and portfolio companies. Actual pandemics, or fear of pandemics, can trigger market disruptions or economic turndowns with the consequences described above. The Advisor cannot predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Company’s investments.</div><div style="text-align: justify; text-indent: 36pt;">The outbreak of disease epidemics may result in the closure of the Advisor’s and/or a portfolio company’s offices or other businesses, including office buildings, retail stores and other commercial venues and could also result in (a) the lack of availability or price volatility of raw materials or component parts necessary to a portfolio company’s business which may adversely affect the ability of a portfolio company to perform its obligations, (b) disruption of regional or global trade markets and/or the availability of capital, (c) the availability of leverage, including an inability to obtain indebtedness at all or to the Company’s desired degree, and less favorable timing of repayment and other terms with respect to such leverage, (d) trade or travel restrictions which impact a portfolio company’s business and/or (e) a general economic decline and have an adverse impact on the Company’s value, the Company’s investments, or the Company’s ability to make new investments.</div><div style="text-align: justify; text-indent: 36pt;">If a future pandemic occurs during a period when the Company expects to be harvesting its investments, the Company may not achieve its investment objective or may not be able to realize its investments within the Company’s term.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Artificial Intelligence and Machine Learning Technology.</div><div style="text-align: justify; text-indent: 36pt;">Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.</div><div style="text-align: justify; text-indent: 36pt;">Recent technological advances in AI pose risks to the Company, the Advisor, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.</div><div style="text-align: justify; text-indent: 36pt;">Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Advisor does not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Advisor’s business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Advisor to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Advisor. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Advisor.</div><div style="text-align: justify; text-indent: 36pt;">Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments.</div><div style="text-align: justify; text-indent: 36pt;">AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.</div> <div style="font-style: italic; font-weight: bold;">The Company May Invest in Loans with Limited Amortization Requirements.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in loans that have limited mandatory amortization requirements. While such a loan may obligate a portfolio company to repay the loan out of asset sale proceeds or with annual excess cash flow, such requirements may be subject to substantial limitations and/or “baskets” that would allow a portfolio company to retain such proceeds or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over the life of the investment may increase the risk that a portfolio company will not be able to repay or refinance the loans held by the Company when they come due at their final stated maturity.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Potential Early Redemption of Some Investments.</div><div style="text-align: justify; text-indent: 36pt;">The terms of loans in which the Company invests may be subject to early redemption features, refinancing options, prepayment options or similar provisions which, in each case, could result in the issuer repaying the principal of an obligation held by the Company earlier than expected, either with no or a nominal prepayment premium. This may happen when there is a decline in interest rates, or when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt or when general credit market conditions improve. Assuming an improvement in the credit market conditions, early repayments of the debt held by the Company could increase. There is no assurance that the Company will be able to reinvest proceeds received from prepayments in assets that satisfy its investment objective, and any delay in reinvesting such proceeds may materially affect the performance of the Company. Conversely, if the prepayment does not occur within the expected timeframe or if the debt does not otherwise become liquid, the term of the Company may continue in operation for longer than expected or the Company may make distributions in kind.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Licensing Requirements.</div><div style="text-align: justify; text-indent: 36pt;">Certain banking and regulatory bodies or agencies in or outside the United States may require the Company, the Advisor and/or certain employees of Kennedy Lewis to obtain licenses or authorizations to engage in many types of lending activities including the origination of loans. It may take a significant amount of time and expense to obtain such licenses or authorizations and the Company may be required to bear the cost of obtaining such licenses and authorizations. There can be no assurance that any such licenses or authorizations would be granted or, if granted, whether any such licenses or authorizations would impose restrictions on the Company. Such licenses or authorizations may require the disclosure of confidential information about the Company, shareholders or their respective affiliates, including the identity, financial information and/or information regarding the shareholders and their officers and trustees. The Company may not be willing or able to comply with these requirements. Alternatively, the Advisor and/or its affiliates may be compelled to structure certain potential investments in a manner that would not require such licenses and authorizations, although such transactions may be inefficient or otherwise disadvantageous for the Company and/or any relevant portfolio company, including because of the risk that licensing authorities would not accept such structuring alternatives in lieu of obtaining a license or authorization. The inability of the Company or the Advisor, affiliates and/or certain of their respective employees to obtain necessary licenses or authorizations, the structuring of an investment in an inefficient or otherwise disadvantageous manner, or changes in licensing regulations, could adversely affect the Company’s ability to implement its investment program and achieve its intended results.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks from Provision of Managerial Assistance and Control Person Liability.</div><div style="text-align: justify; text-indent: 36pt;">The Company may obtain rights to participate in the governance of certain of the Company’s portfolio companies. In such instances, the Company typically will designate board members to serve on the boards of portfolio companies. The designation of representatives and other measures contemplated could expose the assets of the Company to claims by a portfolio company, its security holders and its creditors, including claims that the Company is a controlling person and thus is liable for securities laws violations and other liabilities of a portfolio company. The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws) or other types of liability in which the limited liability generally characteristic of business ownership may be ignored. If these liabilities were to arise, the Company might suffer a significant loss. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against the Company if the designated board members violate their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose the Company to claims that it has interfered in management to the detriment of a portfolio company. While the Advisor intends to operate the Company in a way that will minimize the exposure to these risks, the possibility of successful claims cannot be precluded, nor can there be any assurance as to whether laws, rules, regulations and court decisions will be expanded or otherwise applied in a manner that is adverse to portfolio companies and the Company and the shareholders.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks of Investments in Certain Countries.</div><div style="text-align: justify; text-indent: 36pt;">The Company makes investments in a number of different countries, some of which may prove unstable. Depending on the country in which a portfolio company is located, such investments may involve a number of risks, including the risk of adverse political developments such as nationalization, confiscation without fair compensation or war, and the risk of regulations which might prevent the implementation of cost cutting or other operational improvements.</div><div style="text-align: justify; text-indent: 36pt;">A portion of the Company’s assets have been and continue to be invested in loans denominated in currencies other than the U.S. dollar or the price of which is determined with references to such currencies. As a result, any fluctuation in exchange rates will affect the value of investments. The Company generally expects to employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Furthermore, the Company may incur costs in connection with conversions between various currencies.</div><div style="text-align: justify; text-indent: 36pt;">Investments in corporations or assets in certain countries may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws. In addition, such investments may give rise to taxes in local jurisdictions, for which a shareholder may not be entitled to any corresponding credit or tax benefit to a shareholder. Such investments may also give rise to tax filing obligations for shareholders in these jurisdictions, although the Advisor may structure such investments so as to prevent such obligations from being imposed on shareholders. Also, some governments from time to time may impose restrictions intended to prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or asset transfers or the imposition of exchange controls making it difficult or impossible to exchange or repatriate the local currency. In addition, the laws of various countries governing business organizations, bankruptcy and insolvency may make legal action difficult and provide little, if any, legal protection for investors.</div><div style="text-align: justify; text-indent: 36pt;">The availability of information within developing countries and emerging market jurisdictions, including information concerning their economies and the securities of companies in such countries, and the amount of government supervision and regulation of private companies in developing countries, generally is more limited than is the case in more developed countries. The accounting, auditing and financial reporting standards and practices of certain countries may not be equivalent to those employed in more developed countries and may differ in fundamental respects. Accordingly, the Company’s ability to conduct due diligence in connection with their investments and to monitor the investments may be adversely affected by these factors. The Company may not be in a position to take legal or management control of its investments in certain countries. It may have limited legal recourse in the event of a dispute, and remedies might have to be pursued in the courts of the country in question where it may be difficult to obtain and enforce a judgment.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to its Hedging Strategy and Policies.</div><div style="text-align: justify; text-indent: 36pt;">The Company may employ hedging or other risk management techniques designed to reduce the risk of adverse interest rate or currency movements, credit market risk and certain other risks. There can be no assurance that any hedging transactions will be successful or comprehensive. For example, the Company may not be able to or may elect not to hedge interest payments in foreign currencies. Similarly, the Company may hedge certain credit markets generally in order to seek to provide overall risk reduction to the Company. The variable degree of correlation between price movements of hedging instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater, or gains smaller, than losses or gains, as the case may be, in the value of the underlying position. While the transactions implementing such hedging strategies may reduce certain risks, such transactions themselves may entail certain other risks, such as the risk that counterparties to such transactions may default on their obligations and the risk that the prices and/or cash flows being hedged behave differently than expected. Thus, while the Company may benefit from the use of hedging mechanisms, unanticipated changes in interest rates, currency exchange rates, commodity prices, securities prices or credit market movements may result in a poorer overall performance for the Company than if it had not entered into such hedging transactions. Additionally, hedging transactions will add to the cost of an investment, may require ongoing cash payments to counterparties, may subject the Company to the risk that the counterparty defaults on its obligations, and may produce different economic or tax consequences to the shareholders than would apply if the Company had not entered into such hedging transactions. The Company may engage in short selling and use derivative instruments (including commodities hedging instruments) in implementing hedging transactions, including futures contracts, swaps, forward contracts, and options. Furthermore, upon the bankruptcy, insolvency or liquidation of any counterparty, the Company may be deemed to be a general unsecured creditor of such counterparty and could suffer a total loss with respect to any positions and/or transactions with such counterparty.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Derivatives.</div><div style="text-align: justify; text-indent: 36pt;">Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indexes and other assets. The Company may, directly or indirectly, use various derivative instruments including options contracts, futures contracts, swaps, forward contracts, options on futures contracts, indexed securities and swap agreements for hedging and risk management purposes. The Company also may use derivative instruments to approximate or achieve the economic equivalent of an otherwise permitted investment (as if the Company directly invested in the loans, claims or securities of the subject issuer) or if such instruments are related to an otherwise permitted investment. The Company’s use of derivative instruments involves investment risks and transaction costs to which the Company would not be subject absent the use of these instruments and, accordingly, may result in losses that would not occur if such instruments had not been used. The use of derivative instruments may entail risks including, among others, leverage risk, volatility risk, duration mismatch risk, correlation risk and counterparty risk.</div> <div style="font-style: italic; font-weight: bold;">The Company’s Ability to Enter into Transactions Involving Derivatives and Financial Commitment Transactions May be Limited.</div><div style="text-align: justify; text-indent: 36pt;">Under Rule 18f-4 under the 1940 Act, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements, and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in the rule. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under the rule, when the Company trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Company needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness (<span style="font-style: italic;">e.g.</span>, bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently operates as a “limited derivatives user,” and these requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Contingent Liabilities.</div><div style="text-align: justify; text-indent: 36pt;">The Company is expected to incur contingent liabilities in connection with an investment from time to time. For example, in connection with the disposition of an investment, the Company may be required to make representations about the business and financial affairs of the underlying assets or business, or be responsible for the contents of disclosure documents. These arrangements may result in the incurrence of accrued expenses, liabilities or contingencies for which the Company may establish reserves or escrow accounts. The Company also invests and further expects to invest in a delayed draw or revolving credit facility. If the borrower subsequently draws down on the facility, the Company would be obligated to fund the amounts due. The Company may incur numerous other types of contingent liabilities. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to High Yield Debt.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests in “higher yielding” (and, therefore, generally higher risk) debt securities. In most cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. There are no restrictions on the credit quality of the Company’s loans. The market for high-yield securities has experienced periods of volatility and reduced liquidity. The market values of certain of these debt securities may reflect individual corporate developments. It is likely that a general economic recession or a major decline in the demand for products and services, in which the obligor operates, could have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these debt securities.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Investments in Unsecured Debt.</div><div style="text-align: justify; text-indent: 36pt;">The Company invests a portion of its investment portfolio in unsecured indebtedness, whereas all or a significant portion of the issuer’s senior indebtedness may be secured. In such situations, the ability of the Company to influence a portfolio company’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Subordinated Loans.</div><div style="text-align: justify; text-indent: 36pt;">The Company may acquire and/or originate subordinated loans. If a borrower defaults on a subordinated loan or on debt senior to the Company’s loan, or in the event of the bankruptcy of a borrower, the loan held by the Company will be satisfied only after the senior loans are repaid in full. Under the terms of typical subordination agreements, senior creditors may be able to block the acceleration of the subordinated debt or the exercise by holders of subordinated debt of other rights they may have as creditors. Accordingly, the Company may not be able to take the steps necessary or sufficient to protect its investments in a timely manner or at all. In addition, subordinated loans may not always be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. If a borrower declares bankruptcy, the Company may not have full or any recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. Further, the Advisor’s ability to amend the terms of the Company’s loans, assign its loans, accept prepayments, exercise its remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings may be limited by intercreditor arrangements. In addition, the risks associated with subordinated loan securities include a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including a sustained period of rising interest rates or an economic downturn) may adversely affect the borrower’s ability to pay principal and interest on its loan. Many obligors on subordinated loan securities are highly leveraged, and specific developments affecting such obligors, including reduced cash flow from operations or the inability to refinance debt at maturity, may also adversely affect such obligors’ ability to meet debt service obligations. The level of risk associated with investments in subordinated loans increases if such investments are loans of distressed or below investment grade issuers. Default rates for subordinated loan securities have historically been higher than has been the case for investment grade securities.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Non-Recourse Obligations.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in non-recourse obligations of issuers. Such obligations are payable solely from proceeds collected in respect of collateral pledged by an issuer to secure such obligations. None of the owners, officers, directors or incorporators of the issuers, board members, any of their respective affiliates or any other person or entity will be obligated to make payments on the obligations. Consequently, the Company, as holder of the obligations, must rely solely on distributions of proceeds of collateral debt obligations and other collateral pledged to secure obligations for payments due in respect of principal thereof and interest thereon. If distributions of such proceeds are insufficient to make payments on the obligations, no other assets will be available for such payments and following liquidation of all the collateral, the obligations of the issuers to make such payments will be extinguished.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Publicly-Traded Securities.</div><div style="text-align: justify; text-indent: 36pt;">Although not the investment focus of the Company, the Company may invest in publicly traded equity and debt securities. These investments are subject to certain risks, including the risk of loss from counterparty defaults, the risks arising from the volatility of the global fixed-income and equity markets, movements in the stock market and trends in the overall economy, increased obligations to disclose information regarding such companies, increased likelihood of shareholder litigation against such companies’ board members, which may include Kennedy Lewis personnel, regulatory action by the SEC and increased costs associated with each of the aforementioned risks. When buying a publicly traded security or other publicly traded instruments, the Company may be unable to obtain financial covenants or other contractual rights that the Company might otherwise be able to obtain in making privately-negotiated investments. Moreover, the Company may not have the same access to information in connection with investments in publicly traded securities or other publicly traded instruments, either when investigating a potential investment or after making an investment, as compared to a privately-negotiated investment. Publicly traded securities that are rated by rating agencies are often reviewed and may be subject to downgrade, which generally results in a decline in the market value of such security. Furthermore, the Company may be limited in its ability to make investments and to sell existing investments in public securities or other publicly traded instruments because Kennedy Lewis may have material, non-public information regarding the issuers of those securities or as a result of other Kennedy Lewis policies. Accordingly, there can be no assurance that the Company will make investments in public securities or other publicly traded instruments or, if it does, as to the amount it will invest. The inability to sell such securities or instruments in these circumstances could materially adversely affect the investment results of the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Originating Loans to Companies in Distressed Situations.</div><div style="text-align: justify; text-indent: 36pt;">As part of its lending activities, the Company or its affiliates may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to the Company, they involve a substantial degree of risk. Issuers of lower-rated securities generally are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. If an issuer’s financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, lower-rated investments may be thinly traded and there may be no established secondary or public market. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Company will correctly evaluate the value of the assets collateralizing the Company’s loans or the prospects for a successful reorganization or similar action.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments that May Become Distressed.</div><div style="text-align: justify; text-indent: 36pt;">The Company has made, and may continue to make, investments that become distressed due to factors outside the control of the Advisor. There is no assurance that there will be sufficient collateral to cover the value of the loans and/or other investments purchased by the Company or that there will be a successful reorganization or similar action of the company or investment which becomes distressed. In any reorganization or liquidation proceeding relating to a company in which the Company invests, the Company may lose its entire investment, may be required to accept cash or securities with a value less than the Company’s original investment and/or may be required to accept payment over an extended period of time. In addition, under applicable law, the Company may not be able to participate in future financings for restructured investments. Under such circumstances, the returns generated from the Company’s investments may not compensate the shareholders adequately for the risks assumed. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damage suffered by parties as a result of such actions. In addition, under circumstances involving a portfolio company’s insolvency, payments to the Company and distributions by the Company to the shareholders may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Investments in restructurings involving non-U.S. portfolio companies may be subject to various laws enacted in the countries of their issuance for the protection of creditors. These considerations will differ depending on the country in which each portfolio company is located or domiciled.</div><div style="text-align: justify; text-indent: 36pt;">Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Advisor. To the extent that the Advisor becomes involved in such proceedings, the Company may have participated more actively in the affairs of the company than that assumed generally by a passive investor. In addition, involvement by the Advisor in an issuer’s or portfolio company’s reorganization proceedings could result in the imposition of restrictions limiting the Company’s ability to liquidate its position in the issuer and/or portfolio company. Such investments would likely take more time to realize before generating any returns and may not generate income during the course of reorganization.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Acquisitions of Portfolios of Loans.</div><div style="text-align: justify; text-indent: 36pt;">The Company has invested in and may continue to invest in portfolios of loans. The Company is unlikely to be able to evaluate the credit or other risks associated with each of the underlying borrowers or negotiate the terms of underlying loans as part of its acquisition but instead must evaluate and negotiate with respect to the entire portfolio of loans or, in the case where the Company invests in contractual obligations to purchase portfolios of loans subsequently originated by a third party, with respect to the origination and credit selection processes of such third party rather than based on characteristics of a static portfolio of loans. As a result, one or more of the underlying loans in a portfolio may not include some of the characteristics, covenants and/or protections generally sought when the Company acquires or originates individual loans. Furthermore, while some amount of defaults are expected to occur in portfolios, defaults in or declines in the value of investments in excess of these expected amounts may have a negative impact on the value of the portfolio and may reduce the return that the Company receives in certain circumstances.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Revolver, Delayed-Draw and Line of Credit Investments.</div><div style="text-align: justify; text-indent: 36pt;">The Company has incurred and is expected to continue to, from time to time, incur contingent liabilities in connection with an investment. For example, the Company makes investments that are structured as “revolvers,” “delayed-draws” or “lines of credit.” These types of investments generally have funding obligations that extend over a period of time, and if the portfolio company subsequently draws down on the revolver or delayed-draw facility or on the line of credit, the Company would be obligated to fund the amounts due. However, there can be no assurance that a borrower will ultimately draw down on any such loan, in which case the Company may never fund the investment (in full or in part), which may result in inefficient deployment of capital. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div><div style="text-align: justify; text-indent: 36pt;">It is possible that a revolver, delayed-draw or line of credit investment would be bifurcated by Kennedy Lewis into separate investments, with certain investors (which may or may not include the Company) participating in the initial drawdowns and other investors (which may or may not include the Company) participating in the later drawdowns. In this situation, it is possible that investors that participate in the initial funding of an investment may receive certain economic benefits in connection with such initial funding, such as original issue discount, closing payments, or commitment fees and these benefits are expected to be allocated based on participation in the initial funding, regardless of participation in future funding obligations. Conversely, the investors participating only in the later funding obligations will have the benefit of the most recent portfolio company performance information in evaluating their investment whereas the investors that participated in the initial drawdowns (which may or may not include the Company) will be obligated in any event to fund such later funding obligations. In certain cases, the Company may participate in the initial funding of an investment, but may not participate in later-arising funding obligations (<span style="font-style: italic;">i.e.</span>, the revolver, delayed-draw or line of credit portions) related to such investment, including because of capacity limitations that an investment vehicle may have for making new revolver, delayed-draw investments or lines of credit or because Kennedy Lewis forms a new investment fund focused on investing in revolvers, delayed-draw investments and lines of credit. As a result, the Company may be allocated a smaller or larger portion of revolver, delayed-draw investments or lines of credit than other investors participating in the loan. Where the Company and any other participating investors have not participated in each funding of an investment on a pro rata basis, conflicts of interest may arise between the Company and the other investors as the interests of the Company and the other investors may not be completely aligned with respect to such investment. In addition, a revolver, delayed draw investment or line of credit may be senior to the rest of the loan or to the initial funding, and as a result, the interests of the Company may not be aligned with other participating investors. There can be no assurance that the Company will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Company.</div> <div style="text-align: justify; font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Subordinated Debt Tranches.</div><div style="text-align: justify; text-indent: 36pt;">The Company has made, and may continue to make, investments in securities, including senior or subordinated and equity tranches, issued by CLOs. Investments in CLO securities are complex and are subject to a number of risks related to, among other things, changes in interest rates, the rate of defaults and recoveries in the collateral pool, prepayment rates, terms of loans purchased to replace loans in the collateral pool which have pre-paid, the exercise of remedies by more senior tranches and the possibility that no market will exist when the Company seeks to sell its interests in CLO securities. If a CLO fails to satisfy one of the coverage tests provided in its indenture, all distributions on those CLO securities held by the Company will cease until that CLO brings itself back into compliance with such coverage tests. CLO securities represent leveraged investments in the underlying collateral held by the CLO issuer. The use of leverage creates risk for the holders because the leverage increases their exposure to losses with respect to the collateral. As a result, the occurrence of defaults with respect to only a small portion of the collateral could result in the substantial or complete loss of the investment in the CLO securities. Payments of principal of, and interest on, debt issued by CLOs, and dividends and other distributions on subordinated and equity tranches of a CLO, are subject to priority of payments. CLO equity is subordinated to the prior payment of all obligations under debt securities. Further, in the event of default under any debt securities issued by a CLO, and to the extent that any elimination, deferral or reduction in payments on debt securities occurs, such elimination will be borne first by CLO equity and then by the debt securities in reverse order of seniority. Thus, the greatest risk of loss relating to defaults on the collateral held by CLOs is borne by the CLO equity.</div><div style="text-align: justify; text-indent: 36pt;">Any investments in securities for which Kennedy Lewis or its subsidiary acts as the collateral manager are subject to applicable federal securities laws, including the 1940 Act and rules thereunder.</div> <div style="text-align: justify; font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Forming CLOs.</div><div style="text-align: justify; text-indent: 36pt;">To finance investments, we have in the past and may in the future securitize certain of our secured loans or other investments, including through the formation of one or more CLOs, while retaining all or most of the subordinated notes issued in the securitization. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers.</div><div style="text-align: justify; text-indent: 36pt;">If we create a CLO, we will depend in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. If we do not receive cash flow from any such CLO that is necessary to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares.</div><div style="text-align: justify; text-indent: 36pt;">In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by us as owner of equity interests in the CLO.</div><div style="text-align: justify; text-indent: 36pt;">The collateral manager for a CLO that we create may be the Company, the Advisor or an affiliate, and such collateral manager may be entitled to receive compensation for structuring and/or management services. To the extent the Advisor or an affiliate other than the Company serves as collateral manager and the Company is obligated to compensate the Advisor or the affiliate for such services, we, the Advisor or the affiliate will implement offsetting arrangements to assure that we, and indirectly, our shareholders, pay no additional fees to the Advisor or the affiliate in connection therewith. To the extent the Company serves as collateral manager, the Company will receive no fees for providing such collateral management services.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Covenant-Lite Loans.</div><div style="text-align: justify; text-indent: 36pt;">Although the Company generally expects the transaction documentation of some portion of the Company’s investments to include covenants and other structural protections, a portion of the Company’s investments has been, and may continue to be, composed of so-called “covenant-lite loans.” Generally, covenant-lite loans either do not have certain maintenance covenants that would require the issuer to maintain debt service or other financial ratios or do not contain common restrictions on the ability of the issuer to change significantly its operations or to enter into other significant transactions that could affect its ability to repay such loans. Ownership of covenant-lite loans may expose the Company to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with loans that have financial maintenance covenants. As a result, the Company’s exposure to losses may be increased, which could result in an adverse impact on the issuer’s ability to comply with its obligations under the loan.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Equity.</div><div style="text-align: justify; text-indent: 36pt;">The Company may make certain equity investments. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Company may suffer losses if it invests in equity of issuers whose performance diverges from the Advisor’s expectations or if equity markets generally move in a single direction and the Company has not hedged against such a general move. Equity investments generally will not feature any structural or contractual protections or payments that the Company may seek in connection with its debt investments. In addition, investments in equity may give rise to additional taxes and/or risks and the Company may hold these investments through entities treated as corporations for U.S. federal income tax purposes or other taxable structures which may reduce the return from such investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Convertible Securities.</div><div style="text-align: justify; text-indent: 36pt;">Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock, in each case, until the convertible security matures or is redeemed, converted or exchanged. Because of their embedded equity component, the value of convertible securities is sensitive to changes in equity volatility and price and a decrease in equity volatility and price could result in a loss for the Company. The debt characteristic of convertible securities also exposes the Company to changes in interest rates and credit spreads. The value of the convertible securities may fall when interest rates rise or credit spreads widen. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Company is called for redemption, the Company will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Company’s ability to achieve its investment objective. The Company’s exposure to these risks may be unhedged or only partially hedged.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investing in Structured Credit Instruments.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in structured credit instruments. Structured securities are extremely complex and are subject to risks related to, among other things, changes in interest rates, the rate of defaults in the collateral pool, the exercise of redemption rights by more senior tranches and the possibility that a liquid market will not exist in when the Company seeks to sell its interest in a structured security.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Assignments and Participations.</div><div style="text-align: justify; text-indent: 36pt;">The Company may acquire investments directly, by way of assignment or indirectly by way of participation. The purchaser of an assignment of a loan obligation typically succeeds to all the rights and obligations of the selling institution and becomes a lender under the loan or credit agreement with respect to the loan obligation. In contrast, participations acquired in a portion of a loan obligation held by a selling institution typically result in a contractual relationship only with such selling institution, not with the obligor. Therefore, holders of indirect participation interests are subject to additional risks not applicable to a holder of a direct assignment interest in a loan. In purchasing a participation, the Company generally would have no right to enforce compliance by the obligor with the terms of the loan or credit agreement or other instrument evidencing such loan obligation, nor any rights of set-off against the obligor, and the Company may not directly benefit from the collateral supporting the loan obligation in which it has purchased the participation. As a result, the Company would assume the credit risk of both the obligor and the selling institution, which would remain the legal owner of record of the applicable loan. In the event of the insolvency of the selling institution, the Company may be treated as a general creditor of the selling institution in respect of the participation, may not benefit from any set-off exercised by the selling institution against the obligor and may be subject to any set-off exercised by the obligor against the selling institution. Assignments and participations are typically sold strictly without recourse to the selling institution, and the selling institution generally will make no representations or warranties about the underlying loan, the portfolio companies, the terms of the loans or any collateral securing the loans. Certain loans have restrictions on assignments and participations which may negatively impact the Company’s ability to exit from all or part of its investment in a loan. In addition, if a participation interest is purchased from a selling institution that does not itself retain any portion of the applicable loan, such selling institution may have limited interests in monitoring the terms of the loan agreement and the continuing creditworthiness of the borrower.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Fraudulent Conveyances and Voidable Preferences by Issuers.</div><div style="text-align: justify; text-indent: 36pt;">Under U.S. legal principles, in a lawsuit brought by an unpaid creditor or representative of creditors of an issuer of indebtedness (including a bankruptcy trustee), if a court were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness or for granting security, and that after giving effect to such indebtedness or such security, the issuer (a) was insolvent, (b) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could determine to invalidate and avoid, in whole or in part, the obligation underlying an investment of the Company as a constructive fraudulent conveyance. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts was then greater than all of its property at a fair valuation, or if the present fair saleable value of its assets was then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard a court would apply to determine whether the issuer was “insolvent” after giving effect to the incurrence of the indebtedness in which the Company invested or that, regardless of the method of valuation, a court would not determine that the issuer was “insolvent” upon giving effect to such incurrence.</div><div style="text-align: justify; text-indent: 36pt;">In addition, it is possible a court may invalidate, in whole or in part, the indebtedness underlying an investment of the Company as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction of such indebtedness. Moreover, in the event of the insolvency of an issuer of a portfolio company, payments made on its indebtedness could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before the portfolio company becomes a debtor in a bankruptcy case.</div><div style="text-align: justify; text-indent: 36pt;">Even if the Company does not engage in conduct that would form the basis for a successful cause of action based upon fraudulent conveyance or preference law, there can be no assurance as to whether any lending institution or other party from which the Company may acquire such indebtedness, or any prior holder of such indebtedness, has not engaged in any such conduct (or any other conduct that would subject such indebtedness to disallowance or subordination under insolvency laws) and, if it did engage in such conduct, as to whether such creditor claims could be asserted in a U.S. court (or in the courts of any other country) against the Company so that the Company’s claim against the issuer would be disallowed or subordinated.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Bankruptcy.</div><div style="text-align: justify; text-indent: 36pt;">One or more of the issuers of an investment held by the Company may become involved in bankruptcy or similar proceedings. There are a number of significant risks inherent in the bankruptcy process. First, many events in a bankruptcy are adversarial and beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a court would not approve actions which may be contrary to the interests of the Company. Reorganizations can be contentious and adversarial. Participants may use the threat of, as well as actual, litigation as a negotiating technique. Second, the duration of a bankruptcy case can only be roughly estimated. The bankruptcy process can involve substantial legal, professional and administrative costs to the company and the Company, it is subject to unpredictable and lengthy delays, and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Any of these factors may adversely affect the return on a creditor’s investment. Third, U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Company’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. Fourth, in the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be substantial. Fifth, a bankruptcy may result in creditors and equity holders losing their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Sixth, the Company may purchase creditor claims subsequent to the commencement of a bankruptcy case, and it is possible that such purchase may be disallowed by a court if it determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. In addition, under certain circumstances, a U.S. bankruptcy court could also recharacterize claims held by the Company as equity interests and thereby subject such claims to the lower priority afforded equity claims in certain restructuring scenarios.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Potential Allegations of Lender Liability.</div><div style="text-align: justify; text-indent: 36pt;">In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lenders or bondholders on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender or bondholder has violated an implied or contractual duty of good faith and fair dealing owed to the borrower or issuer or has assumed a degree of control over the borrower or issuer resulting in the creation of a fiduciary duty owed to the borrower or issuer or its other creditors or shareholders. Because of the nature of certain of its investments, the Company could be subject to potential allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a shareholder to dominate or control a borrower to the detriment of the other creditors of such borrower, a court may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” Because of the potential of Kennedy Lewis or its affiliates to have investments in several positions in the same, different or overlapping levels of a portfolio company’s capital structure, the Company may be subject to claims from creditors of a portfolio company that the investments should be equitably subordinated to the payment of other obligations of the portfolio company by reason of the conduct of the Company or Kennedy Lewis and its affiliates. In addition, if the Company purchases loans of an affiliate in the secondary market at a discount, (a) a court might require the Company to disgorge any profit realized if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) the Company might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Exit Financing.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest in portfolio companies that are in the process of exiting, or that have recently exited, the bankruptcy process. Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. If the Advisor’s evaluation of the anticipated outcome of an investment situation should prove incorrect, the Company could experience a loss.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Bankruptcy Involving Non-U.S. Companies.</div><div style="text-align: justify; text-indent: 36pt;">Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain, while other developing countries may have no bankruptcy laws enacted, adding further uncertainty to the process for reorganization.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Creditors’ Committee and/or Board Participation.</div><div style="text-align: justify; text-indent: 36pt;">In connection with some of the investments, the Company may, but is not obligated to, seek representation on official and unofficial creditors’ committees and/or boards (or comparable governing bodies) of the portfolio companies. While such representation may enable the Advisor to enhance the value of the investments, it may also prevent the Company from disposing of the investments in a timely and profitable manner, because serving on a creditors’ committee increases the possibility that the Company will be deemed an “insider” or a “fiduciary” of the portfolio company. If the Advisor concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Company, it may resign from that committee or group, and the Company may not realize the benefits, if any, of participation on the committee or group. If representation on a creditors’ committee or board causes the Company or the Advisor to be deemed affiliates or related parties of the portfolio company, the securities of such portfolio company held by the Company may become restricted securities, which are not freely tradable. Participation on a creditors’ committee and/or board representation may also subject the Company to additional liability to which they would not otherwise be subject as an ordinary course, third-party investor. The Company will indemnify the Advisor or any other person designated by the Advisor for claims arising from such board and/or committee representation, which could adversely affect the return on the investments. The Company will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such portfolio companies, but changes in circumstances could produce adverse consequences in particular situations.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks of Investments in Special Situations.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s investments may involve investments in ‘event-driven’ special situations such as recapitalizations, spinoffs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management changes, consolidating industries and other catalyst-oriented situations. Investments in such securities are often difficult to analyze, have limited trading histories and have limited in-depth research coverage and, therefore, may present an increased risk of loss to the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments in Portfolio Companies in Regulated Industries.</div><div style="text-align: justify; text-indent: 36pt;">Certain industries are heavily regulated. The Company may make loans to borrowers operating in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries may include, among others, energy and power, gaming and healthcare. Investments in borrowers that are subject to a high level of governmental regulation pose additional risks relative to loans to other companies generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business, and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, certain portfolio companies may have a unionized workforce or employees who are covered by a collective bargaining agreement, which could subject any such portfolio company’s activities and labor relations matters to complex laws and regulations relating thereto. Moreover, a portfolio company’s operations and profitability could suffer if it experiences labor relations problems. A work stoppage at one or more of any such portfolio company’s facilities could have a material adverse effect on its business, results of operations and financial condition. Any such problems additionally may bring scrutiny and attention to the Company, which could adversely affect the Company’s ability to implement its investment objective.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Investments in Original Issue Discount and Payment-In-Kind Instruments.</div><div style="text-align: justify; text-indent: 36pt;">We have invested and expect to continue to invest in original issue discount or PIK instruments.</div><div style="text-align: justify; text-indent: 36pt;">To the extent that we invest in original issue discount or PIK instruments and the accretion of original issue discount or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:</div><table cellpadding="0" class="DSPFListTable" id="zc5c295270f174a25a7031b5dd5c5e0cc" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the higher interest rates on PIK instruments reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z77a9524b798d429f9328922f87ac1af2" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>original issue discount and PIK instruments may have unreliable valuations because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z6536816efb7345b5ab521a56fc708d98" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Advisor’s future base management fees which, thus, increases the Advisor’s future income incentive fees at a compounding rate;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z01dac00f1548423f8c87952d6c6759ca" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>market prices of PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z73867665fd6e48d1ba5942d847deaefb" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zc0222d20618447ce949d2856333bbf5d" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>even if the conditions for income accrual under accounting principles generally accepted in the United States (“GAAP”) are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="ze7ecc5dae26740c3ae108b4017ac75e7" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>for accounting purposes, cash distributions to investors representing original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z0dbe6eba5d4440339a748a78533dbba5" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>the required recognition of original issue discount or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z0105ba55fe214686bb6c62990a56fc66" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>original issue discount may create a risk of non-refundable cash payments to the Advisor based on non-cash accruals that may never be realized.</div> </td> </tr> </table><div style="text-align: justify; text-indent: 36pt;">In addition, the part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that accrues prior to being received in cash, such as original issue discount, market discount, and income arising from debt instruments with PIK interest or zero-coupon securities. If a portfolio company defaults on a loan that provides for such accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Advisor will have no obligation to refund any fees it received in respect of such accrued income.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Entering into a TRS Agreement.</div><div style="text-align: justify; text-indent: 36pt;">Subject to our investment objective and policies, we may invest into a total return swap (“TRS”) agreement. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate. A TRS effectively adds leverage to a portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Because of the unique structure of a TRS, a TRS often offers lower financing costs than are offered through more traditional borrowing arrangements. For purposes of computing the Company’s incentive fee on income and the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if we owned the reference assets directly.</div><div style="text-align: justify; text-indent: 36pt;">A TRS is subject to market risk, liquidity risk and risk of imperfect correlation between the value of the TRS and the loans underlying the TRS. In addition, we may incur certain costs in connection with the TRS that could in the aggregate be significant. A TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able to meet our obligations to the counterparty.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Associated with Repurchase Agreements.</div><div style="text-align: justify; text-indent: 36pt;">Subject to our investment objective and policies, we may invest in repurchase agreements as a buyer for investment purposes. Repurchase agreements typically involve the acquisition by the Company of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Company will sell the securities back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests). The Company does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Company could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Company seeks to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Company generally will seek to liquidate such collateral. However, the exercise of the Company’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Company could suffer a loss.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Securities Lending Agreements.</div><div style="text-align: justify; text-indent: 36pt;">We may from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions if our asset coverage, as defined in the 1940 Act, would at least equal 150% (equivalent to $2 of debt outstanding for each $1 of equity) immediately after each such loan. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. However, such loans will be made only to brokers and other financial institutions that are believed by the Advisor to be of high credit standing. Securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral consisting of U.S. government securities, cash or cash equivalents (<span style="font-style: italic;">e.g.</span>, negotiable certificates of deposit, bankers’ acceptances or letters of credit) maintained on a daily mark-to-market basis in an amount at least equal at all times to the market value of the securities lent. If the Company enters into a securities lending arrangement, the Advisor, as part of its responsibilities under the Advisory Agreement, will invest the Company’s cash collateral in accordance with the Company’s investment objective and strategies. The Company will pay the borrower of the securities a fee based on the amount of the cash collateral posted in connection with the securities lending program. The borrower will pay to the Company, as the lender, an amount equal to any dividends or interest received on the securities lent.</div><div style="text-align: justify; text-indent: 36pt;">The Company may invest the cash collateral received only in accordance with its investment objective, subject to the Company’s agreement with the borrower of the securities. In the case of cash collateral, the Company expects to pay a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for the Company.</div><div style="text-align: justify; text-indent: 36pt;">Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, the Company, as the lender, will retain the right to call the loans and obtain the return of the securities loaned at any time on reasonable notice, and it will do so in order that the securities may be voted by the Company if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Company may also call such loans in order to sell the securities involved. When engaged in securities lending, the Company’s performance will continue to reflect changes in the value of the securities loaned and will also reflect the receipt of interest through investment of cash collateral by the Company in permissible investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Regulations Governing the Company’s Operation as a BDC.</div><div style="text-align: justify; text-indent: 36pt;">The Company will not generally be able to issue and sell its Common Shares at a price below net asset value per share. The Company may, however, sell Common Shares, or warrants, options or rights to acquire the Company’s Common Shares, at a price below the then-current net asset value per share of the Company’s Common Shares if the Company’s Board determines that such sale is in the Company’s best interests, and if investors approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Company’s Board, closely approximates the market value of such securities (less any distributing commission or discount). If the Company raises additional funds by issuing Common Shares or senior securities convertible into, or exchangeable for, its Common Shares, then the percentage ownership of investors at that time will decrease, and investors may experience dilution.</div> <div style="font-style: italic; font-weight: bold;">The Company Must Invest a Sufficient Portion of Assets in Qualifying Assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of the Company’s total assets are qualifying assets.</div><div style="text-align: justify; text-indent: 36pt;">The Company believes that most of the investments that it may acquire in the future will constitute qualifying assets. However, the Company may be precluded from investing in what it believes to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If the Company does not invest a sufficient portion of its assets in qualifying assets, it could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent the Company, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of its position) or could require the Company to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the Company needs to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. The Company may not be able to find a buyer for such investments and, even if a buyer is found, the Company may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.</div><div style="text-align: justify; text-indent: 36pt;">If the Company does not maintain its status as a BDC, it would be subject to regulation as a registered closed-end management investment company under the 1940 Act. As a registered closed-end management investment company, the Company would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease its operating flexibility.</div> <div style="font-style: italic; font-weight: bold;">As a Public Company, We Are Subject to Regulations Not Applicable to Private Companies, Such as Provisions of the Sarbanes-Oxley Act. Efforts to Comply With Such Regulations Will Involve Significant Expenditures, and Non-Compliance With Such Regulations May Adversely Affect Us.</div><div style="text-align: justify; text-indent: 36pt;">As a public company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Following the transition period established by rules of the SEC, our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.</div><div style="text-align: justify; text-indent: 36pt;">Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares, which is not expected to occur.</div> <div style="font-style: italic; font-weight: bold;">New or Modified Laws or Regulations Governing Our Operations May Adversely Affect Our Business.</div><div style="text-align: justify; text-indent: 36pt;">The Company’s portfolio companies and the Company are subject to regulation by laws at the U.S. federal, state, and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations, and interpretations may also come into effect. Any such new or changed laws or regulations could have a material adverse effect on the Company’s business. The effects of such laws and regulations on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations.</div> <div style="font-style: italic; font-weight: bold;">Environmental, Social, and Governance Risk.</div><div style="text-align: justify; text-indent: 36pt;">The Company may face public scrutiny related to environmental, social and governance (“ESG”) activities. The Company risks damage to its brand and reputation if it fails to act responsibly with respect to environmental stewardship, corporate governance and transparency and considering ESG factors in its investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company’s brand, the cost of its operations and relationships with shareholders, all of which could adversely affect the business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect the Company’s business. At the same time, different stakeholder groups have divergent views on ESG matters, which increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and may adversely impact the Company’s reputation and business. If the Company does not successfully manage ESG-related expectations across these varied stakeholder interests, it could erode stakeholder trust, impact the Company’s reputation and constrain the Company’s business.</div> <div style="font-style: italic; font-weight: bold;">Changes to the Dodd-Frank Act May Adversely Impact the Company.</div><div style="text-align: justify; text-indent: 36pt;">The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and other financial regulations curtailed certain investment activities of U.S. banks. As a result, alternative providers of capital (such as the Company) were able to access certain investment opportunities on a larger scale. If the restrictions under the Dodd-Frank Act are curtailed or repealed, banks may be subject to fewer restrictions on their investment activities, thereby increasing competition with the Company for potential investment opportunities. As a result, any changes to the Dodd-Frank Act may adversely impact the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Pay-to-Play Laws, Regulations and Policies.</div><div style="text-align: justify; text-indent: 36pt;">Many states, their subdivisions and associated pension plans have adopted so-called “pay-to-play” laws, rules, regulations or policies which prohibit, restrict or require disclosure of payments to, and/or certain contacts with, certain politicians or officials associated with public entities by individuals and entities seeking to do business with related entities, including seeking investments by public retirement funds in collective investment funds such as the Company. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates for certain elected offices. If the Advisor or the Advisor’s respective employees or affiliates violate such pay-to-play laws, rules, regulations or policies, such non-compliance could have an adverse effect on the Company.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to Government Policies, Changes in Laws, and International Trade.</div><div style="text-align: justify; text-indent: 36pt;">Governmental regulatory activity, especially that of the Board of Governors of the U.S. Federal Reserve System, may have a significant effect on interest rates and on the economy generally, which in turn may affect the price of the securities in which the Company plans to invest. Interest rate volatility, the imposition of credit controls or other restraints on the financing of takeovers or other acquisitions could diminish the number of merger tender offers, exchange offers or other acquisitions, and as a consequence have a materially adverse effect on the activities of the Company. Moreover, changes in U.S. federal, state, and local tax laws, U.S. federal or state securities and bankruptcy laws or in accounting standards may make corporate acquisitions or restructurings less desirable or make risk arbitrage less profitable. Amendments to the U.S. Bankruptcy Code or other relevant laws could also alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation.</div><div style="text-align: justify; text-indent: 36pt;">In addition, governmental policies could create uncertainty for the global financial system and such uncertainty may increase the risks inherent to the Company and its activities. There have been significant changes to U.S. trade policies, treaties and tariffs, and in the future there may be additional significant changes. Existing or new tariffs (or the threat of tariffs) imposed on foreign goods imported by the United States or on U.S. goods imported by foreign countries could subject the Company or its portfolio companies to additional risks. Tariffs and other restrictions, as well as other changes in U.S. trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries, including imposing trade sanctions on certain U.S. products. A “trade war” of this nature has the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on imports and exports. Prospective shareholders should realize that any significant changes in governmental policies (including tariffs and other policies involving international trade) could have a material adverse impact on the Company and its investments.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Relating to General Data Protection Regulations.</div><div style="text-align: justify; text-indent: 36pt;">In Europe, the General Data Protection Regulation (“GDPR”) was made effective on May 25, 2018, introducing substantial changes to current European privacy laws. It has superseded the existing Data Protection Directive, which is the key European legislation governing the use of personal data relating to living individuals. The GDPR provides enhanced rights to individuals with respect to the privacy of their personal data and applies not only to organizations with a presence in the European Union which use or hold data relating to living individuals, but also to those organizations that offer services to individual European Union investors. In addition, although regulatory behavior and penalties under the GDPR remain an area of considerable scrutiny, it does increase the sanctions for serious breaches to the greater of €20 million or 4% of worldwide revenue, the impact of which could be significant. Compliance with the GDPR may require additional measures, including updating policies and procedures and reviewing relevant IT systems, which may create additional costs and expenses for the Company and therefore the shareholders. The Company may have indemnification obligations in respect of, or be required to pay the expenses relating to, any litigation or action as a result of any purported breach of the GDPR. Shareholders other than individuals in the European Union may not be afforded the protections of the GDPR.</div> <div style="font-style: italic; font-weight: bold;">Certain ERISA Considerations.</div><div style="text-align: justify; text-indent: 36pt;">The fiduciary responsibility standards and prohibited transaction restrictions of ERISA apply to a variety of employee retirement and welfare benefit plans maintained by private employers and certain other entities (“ERISA Plans”). Although ERISA does not (with certain exceptions) apply to individual retirement accounts, “Keogh” plans and certain other plans, such plans are generally subject to Section 4975 of the Code, which contains prohibited-transaction provisions that are similar to those contained in ERISA (“Section 4975 Plans”). In addition, a plan, account or other arrangement that is not subject to Title I of ERISA or section 4975 of the Code may be subject to provisions under federal, state, local, non-U.S. or other laws or regulations that is similar to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code (“Similar Law”)(collectively, with ERISA Plans and Section 4975 Plans, “Plans”).</div><div style="text-align: justify; text-indent: 36pt;">Investment Consideration. In contemplating an investment in the Company, each fiduciary of the Plan who is responsible for making such an investment should carefully consider, taking into account the facts and circumstances of the Plan, whether such investment is consistent with the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws. Furthermore, absent an exemption, the fiduciaries of a Plan should not invest in the Company with the assets of any Plan if the Advisor or any of its affiliates is a fiduciary with respect to such assets of the Plan.</div><div style="text-align: justify; text-indent: 36pt;">Neither the Advisor nor the Company or any of their respective affiliates is responsible for determining, and none of them makes any representation regarding, whether the Company’s Common Shares is an appropriate investment for Plans generally or any particular Plan.</div><div style="text-align: justify; text-indent: 36pt;">Prohibited Transactions. Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of ERISA Plans and Section 4975 Plan and certain persons, referred to as “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code, having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. A purchase of the Company’s Common Shares by an ERISA Plan having a relationship with the Advisor or the Company, or any of their respective affiliates could, under certain circumstances, be considered a transaction prohibited under ERISA or Section 4975 of the Code.</div><div style="text-align: justify; text-indent: 36pt;">Certain “Plan Asset” Considerations. U.S. Department of Labor regulations (as modified by Section 3(42) of ERISA (together, the “Plan Asset Regulation”)) describes when the assets of an entity are to be treated as “plan assets” for purposes of ERISA and Section 4975 of the Code. The Plan Asset Regulation provides that, if a “benefit plan investor” (as defined under the Plan Asset Regulation (“Benefit Plan Investor”)) acquires an “equity interest” in an entity, and if Benefit Plan Investors in the aggregate hold 25% or more of the value of any class of equity interests in the entity, the entity’s assets will be treated as “plan assets” for purposes of ERISA and Section 4975 of the Code, unless the Company’s Common Shares constitute a Publicly-Offered Security or another exception under the Plan Asset Regulation applies.</div><div style="text-align: justify; text-indent: 36pt;">The Company intends to conduct its affairs so that its assets should not be deemed to constitute “plan assets” under the Plan Asset Regulations and therefore, the Advisor would not be expected to be considered a fiduciary under ERISA or the Code with respect to investing Plans. In this regard, generally, the Company intends to take one of the following approaches: (1) in the event that each class of Common Shares is considered a Publicly-Offered Security, the Company will not limit Benefit Plan Investors from investing in the Common Shares; (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) the Company will limit investment in each class of Common Shares by Benefit Plan Investors to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Asset Regulations (including any class that constitutes a Publicly-Offered Security), or (b) the Company will prohibit Benefit Plan Investors from owning any class that does not constitute a Publicly-Offered Security. In order to prevent the Company’s assets from being deemed to constitute  “plan assets” under the Plan Asset Regulation the Company may exercise its right to cause a compulsory withdrawal of Benefit Plan Investors, among other things.</div><div style="text-align: justify; text-indent: 36pt;">If, notwithstanding the foregoing, the Company’s assets are treated as “plan assets” for purposes of ERISA and/or Section 4975 of the Code, the Company may be prevented from making certain otherwise desirable investments and engaging in certain other transactions that might otherwise be permitted and, if a non-exempt prohibited transaction occurs, may result in various liabilities and penalties for any “party-in-interest” under ERISA or “disqualified person” under the Code engaging in such transaction.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Potential Controlled Group Liability.</div><div style="text-align: justify; text-indent: 36pt;">Under certain circumstances it would be possible for the Company, along with its affiliates, to obtain a controlling interest (<span style="font-style: italic;">i.e.</span>, 80% or more) in certain portfolio companies. This could occur, for example, in connection with a work out of the portfolio company’s debt obligations or a restructuring of the portfolio company’s capital structure. Based on recent federal court decisions, there is a risk that the Company (along with its affiliates) would be treated as engaged in a “trade or business” for purposes of ERISA’s controlled group rules. In such an event, the Company could be jointly and severally liable for a portfolio company’s liabilities with respect to the under funding of any pension plans which such portfolio company sponsors or to which it contributes. If the portfolio company were not able to satisfy those liabilities, they could become the responsibility of the Company, causing it to incur potentially significant, unexpected liabilities for which reserves were not established.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Related to Being an “Emerging Growth Company.”</div><div style="text-align: justify; text-indent: 36pt;">We will be and we will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) in which we have total annual gross revenue of at least $1.235 billion, or (ii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three- year period. For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our shares less attractive because we will rely on some or all of these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.</div><div style="text-align: justify; text-indent: 36pt;">In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to Risks Arising from Compliance with the SEC’s Regulation Best Interest.</div><div style="text-align: justify; text-indent: 36pt;">Broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer. Regulation Best Interest imposes a duty of care for broker-dealers to evaluate reasonably available alternatives in the best interests of their clients. There are likely alternatives to us that are reasonably available to you, through your broker or otherwise, and those alternatives may be less costly or have a lower investment risk. Among other alternatives, listed BDCs may be reasonable alternatives to an investment in our Common Shares, and may feature characteristics like lower cost, less complexity, and lesser or different risks. Investments in listed securities also often involve nominal or zero commissions at the time of initial purchase. Under Regulation Best Interest, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers and their salespersons. The impact of Regulation Best Interest on broker-dealers participating in our offering cannot be determined at this time, but it may negatively impact whether broker-dealers and their associated persons recommend this offering to retail customers. If Regulation Best Interest reduces our ability to raise capital in this offering, it would harm our ability to create a diversified portfolio of investments and achieve our investment objective and would result in our fixed operating costs representing a larger percentage of our gross income.</div> <div style="font-style: italic; font-weight: bold;">The Company is Subject to RIC Qualification Risks.</div><div style="text-align: justify; text-indent: 36pt;">To obtain and maintain RIC tax treatment under Subchapter M of the Code, we must, among other things, meet annual distribution, income source and asset diversification requirements. If we do not qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.</div> <div style="font-style: italic; font-weight: bold;">The Company May Experience Difficulty with Paying Required Distributions.</div><div style="text-align: justify; text-indent: 36pt;">For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero-coupon securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discount and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.</div><div style="text-align: justify; text-indent: 36pt;">Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus may become subject to corporate-level income tax. The resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.</div> <div style="font-style: italic; font-weight: bold;">Some Investments May be Subject to Corporate-Level Income Tax.</div><div style="text-align: justify; text-indent: 36pt;">We may invest in certain debt and equity investments through taxable subsidiaries and the taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes. We may invest in certain foreign debt and equity investments which could be subject to foreign taxes (such as income tax, withholding and value added taxes).</div> <div style="font-style: italic; font-weight: bold;">Certain Portfolio Investments May Present Special Tax Issues.</div><div style="text-align: justify; text-indent: 36pt;">We have and continue to expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues. U.S. federal income tax rules are not entirely clear about certain issues related to such investments such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to distribute sufficient income to preserve our tax status as a RIC and minimize the extent to which we are subject to U.S. federal income or excise tax.</div> <div style="font-style: italic; font-weight: bold;">Legislative or Regulatory Tax Changes Could Adversely Affect Investors.</div><div style="text-align: justify; text-indent: 36pt;">At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. The likelihood of any new legislation being enacted is uncertain. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.</div> <div style="text-align: center; font-weight: bold;">INVESTMENT OBJECTIVES AND STRATEGIES</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We were formed on February 10, 2022, as a Delaware statutory trust. We were organized to invest primarily in newly originated senior secured debt and other securities, including syndicated loans, of private U.S. companies within the middle market.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">The Company’s investment objectives are to maximize the total return to its shareholders in the form of current income and, to a lesser extent, capital appreciation. The Company’s investment objective may be changed without a vote of the holders of a majority of voting securities. The Company seeks to meet its investment objectives by:</div> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="zf5dc7c1b946448e7a30e165d2404ba26" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>utilizing the experience of Kennedy Lewis, along with its broader resources, network of relationships (including founders, management teams, minority equity owners, portfolio companies, banks, prior financing relationships, etc.), and human capital, including its capabilities as it relates to sourcing, evaluating, and structuring transactions;</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z2ee83397bf2647ffab3397802c84ae74" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>employing a defensive investment approach focused on long-term credit performance and principal protection;</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z6e270fcf2a8c44c283aa9ef2e65d771b" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>focusing on investing primarily in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets;</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z24a49003bb9048fd99514701f95324f5" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>investing primarily in established, stable, enterprises with positive cash flow, strong competitive positioning in their industries, experienced management teams, and diverse customer and supplier bases; and</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z76727fc0ef8148e7b899f276e018ede7" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within the Company’s portfolio.</div> </td> </tr> </table> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">To realize its investment objectives, the Company leverages the investment team’s experience investing across cycles, geographies, and a range of industries where members of the firm have experience. The Company expects to generate returns primarily from interest income, fees and, to a lesser extent, capital appreciation, which collectively contribute to the Company’s expected total investment return.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">The Company expects to generally self-originate senior secured loans and other private debt investments, including broadly syndicated loans, sourced through its network of relationships, including founders, management teams, minority equity owners, portfolio companies, banks and prior financing relationships. As part of the opportunistic credit strategy that Kennedy Lewis manages through its family of opportunistic private credit funds, Kennedy Lewis regularly sources loans that are appropriate for the Company’s investment strategy. These loans are generally first lien instruments in performing companies with return characteristics that the Advisor believes are appropriate for the Company to meet its investment objectives. These are loans that flow from Kennedy Lewis’ existing deal origination efforts across a range of industries and corners of the market that exhibit uncorrelated or counter-cyclical characteristics. The Advisor’s experienced team has originated and structured private investments in a variety of macro-economic environments to create diverse portfolios of loans that span multiple industries. To a lesser extent, the Company expects to invest a portion of its assets in more liquid credit investments such as high yield and/or investment grade bonds, broadly syndicated loans, CLOs, and other liquid securities, including, cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, to, among other things, maintain liquidity for its discretionary share repurchase program and manage cash before investing subscription proceeds into origination investments, while also seeking attractive investment returns.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Most of the debt instruments in which the Company will invest are unrated or rated below investment grade. Generally, if the Company’s unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as “junk” or “high yield”, have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Our investments are subject to a number of risks. See “Risk Factors” for more information.</div><div style="font-weight: bold;">The Advisor and the Administrator</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis Capital Holdings, the Company’s Advisor, manages the Company’s investment activities pursuant to the Advisory Agreement. Kennedy Lewis Capital Holdings has entered into the Resource Sharing Agreement with Kennedy Lewis Management, pursuant to which Kennedy Lewis Management makes certain personnel and resources available to Kennedy Lewis Capital Holdings to provide certain investment advisory services to the Company under the Advisory Agreement.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis Management serves as the Administrator pursuant to the Administration Agreement. State Street Bank and Trust Company serves as Sub-Administrator pursuant to the Sub-Administration Agreement under which the Sub-Administrator provides various accounting and other administrative services with respect to the Company. The Company pays the Sub-Administrator fees for services the Advisor determines are commercially reasonable in its sole discretion. The Company also reimburses the Sub-Administrator for all reasonable expenses. To the extent that the Sub-Administrator outsources any of its functions, the Sub-Administrator pays any compensation associated with such functions. The cost of such compensation, and any other costs or expenses under the Sub-Administration Agreement, will be in addition to the cost of any services borne by the Company under the Administration Agreement.</div> <div><br/> </div> <div style="font-weight: bold;">Market Opportunity</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that global commitments to private debt represented more than $2.5 trillion as of 2025.<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">4</sup> We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what Kennedy Lewis believes will be a significant number of attractive investment opportunities aligned to our investment strategy.</div> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z54c593cb236544649f2ad3115ba18ffd" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div><span style="font-style: italic;">Senior Secured Loans Offer Attractive Investment Characteristics</span>. Kennedy Lewis believes that senior secured loans benefit from their relative priority position, typically sitting as the most senior obligation in an issuer’s capital structure, often with a direct security interest in the issuer’s (or its subsidiaries’) assets. Senior secured loans generally consist of floating rate cash interest coupons that Kennedy Lewis believes can be an attractive return attribute in a rising interest rate environment. In addition to a current income component, senior secured loans typically include original issue discount, closing payments, commitment fees, SOFR (or similar rate) floors, call protection, and/or prepayment penalties and related fees that are additive components of total return. The relative seniority and security of a senior secured loan, coupled with the privately negotiated nature of direct lending, help mitigate downside risk. These attributes have contributed to the success of senior secured loans to recover after a default as compared to unsecured loans.</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z736c919158b242d0809b08a2719146c1" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div><span style="font-style: italic;">Regulatory Actions Continue to Drive Demand towards Private Financing.</span> The direct lending market has seen notable growth and has become a viable alternative solution for middle to upper middle market borrowers seeking financing capital. Global regulatory actions that followed the 2008 financial crisis have significantly increased the cost of capital requirements for commercial banks, limiting the willingness of commercial banks to originate and retain illiquid, non-investment grade credit commitments on their balance sheets, particularly with respect to middle and upper-middle market-sized issuers. Instead, many commercial banks have adopted an “underwrite-and-distribute” approach, which Kennedy Lewis believes is often less attractive to corporate borrowers seeking certainty of capital. As a result, commercial banks’ share of the leveraged loan market declined from approximately 71% in 1994 to less than 25% in 2022<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">5</sup>. Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets. Issuers of tranche sizes representing $500 million or less accounted for approximately 5.31% of the new issue market for the year ended December 31, 2025 as compared to approximately 49% in 2000<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">6</sup>. Kennedy Lewis believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that direct lending platforms of strategic financing partners can offer.</div> </td> </tr> </table><div> <div style="text-align: justify;"><sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">4</sup> Source: PitchBook, 2025 Annual Global Private Debt Report.<br/> </div> <div style="text-align: justify;"><sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">5</sup> Source: S&amp;P LCD Quarterly Leveraged Lending Review 4Q 2024, Primary Investor Market: Banks vs. Non-bank.</div> <div><sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">6</sup> Source: PitchBook LCD US Syndicated Market by Deal Q1 2026.</div> <div> <br/> </div> </div><table cellpadding="0" class="DSPFListTable" id="ze0e343c8127a4cb19f57f90b541174d8" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div><span style="font-style: italic;">Volatility in Credit Markets has made Availability of Capital Less Predictable. </span>Kennedy Lewis believes that the value of direct lending platforms for borrowers hinges on providing certainty of capital at a fair economic price. Volatility in the credit markets, coupled with changes to the regulatory framework over the past several years, has resulted in an imbalance between the availability of new loans to middle market borrowers and the demand from borrowers requiring capital for acquisitions, capital expenditures, recapitalizations, refinancings and restructurings. For example, in March 2023, several financial institutions experienced a larger-than-expected decline in deposits and two banks, Silicon Valley Bank and Signature Bank, were placed into receivership, followed by First Republic Bank in May 2023. Kennedy Lewis further believes that the scarcity of the supply of traditional loan capital relative to the demand has created an environment where direct lenders can often negotiate loans with attractive returns and creditor protections.</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="zed6929222c3e4626a7e948e4bfdac0ae" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div><span style="font-style: italic;">Increasingly Larger Borrowers Are Finding Value in Private Solutions</span>. Kennedy Lewis believes the opportunity set has subtly shifted toward larger borrowers in recent times. The private credit focus on the middle market was traditionally driven by borrowers’ inefficient access to capital, and the fact that such borrowers were too small to have a syndicated loan or high yield bond. Kennedy Lewis believes that as borrowers and debt advisors become more aware of the depth in the private debt space that has been created by scaled providers, they will increasingly weigh this option against public market alternatives for companies.</div> </td> </tr> </table> <div><br/> </div> <div style="font-weight: bold;">The Board</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Overall responsibility for the Company’s oversight rests with the Company’s Board. We have entered into the Advisory Agreement with the Advisor, pursuant to which the Advisor manages the Company on a day-to-day basis. The Board is responsible for overseeing the Advisor and other service providers in our operations in accordance with the provisions of the 1940 Act, our Bylaws and applicable provisions of state and other laws. The Advisor will keep the Board informed as to the Advisor’s activities on our behalf and our investment operations and provide the Board with additional information as the Board may, from time to time, request. The Board is currently composed of five members, three of whom are Trustees who are not “interested persons” of the Company or the Advisor as defined in the 1940 Act.</div> <div><br/> </div> <div style="font-weight: bold;">Investment Selection and Process for Private Investment Portfolio</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">To realize its investment objectives, the Company leverages the Investment Team’s experience investing across cycles, geographies, and a range of industries where it has expertise to generally self-originate senior secured loans and other private debt investments, including broadly syndicated loans, sourced through its network of relationships, including founders, management teams, minority equity owners, portfolio companies, banks and prior financing relationships. As part of the opportunistic credit strategy that Kennedy Lewis manages through its family of opportunistic private credit funds, Kennedy Lewis regularly sources loans that are appropriate for the Company’s investment strategy. These loans are generally first lien instruments in performing companies with return characteristics that the Advisor believes are appropriate for the Company to meet its investment objectives. These are loans that flow from Kennedy Lewis’ existing deal origination efforts across a range of industries and corners of the market that exhibit uncorrelated or counter-cyclical characteristics. The Advisor’s experienced team has originated and structured private investments in a variety of macro-economic environments to create diverse portfolios of loans that span multiple industries.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">In addition to investing in self-originated instruments, the Company will also invest in broadly syndicated senior secured loans. The Company generates returns primarily from interest income, fees and, to a lesser extent, capital appreciation, which collectively contribute to the Company’s expected total investment return.</div><div style="font-style: italic; font-weight: bold;">Investment Team</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Our investment activities are under the direction of the Investment Committee and the Board. The Investment Committee is currently comprised of David Chene, Doug Gerowski, Doug Logigian, and Darren Richman. Our day-to-day activities are overseen by our Investment Team, each member of which is an officer or employee of Kennedy Lewis or its affiliate. The Investment Team includes individuals with substantial experience in both secured loan and public credit investing and risk management. Kennedy Lewis may change the composition of the Investment Committee and the Investment Team at any time, and Kennedy Lewis may add additional senior Investment Team members to the Investment Committee over time. The culmination of the private investment process is typically a comprehensive Investment Committee recommendation package that details the merits, risks and research conducted to reach the investment conclusion. This package is then presented, reviewed and deliberated by the Investment Team and the Investment Committee members during the Investment Committee Meeting. The Investment Committee Meeting is the forum in which Investment Committee members can raise key questions, counter opinions, and deliberate on the investment opportunity.</div> <div><br/> </div> <div style="font-weight: bold;">Allocation of Investment Opportunities</div> <div><br/> </div> <div style="font-weight: bold;">General</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis provides investment management services to registered investment companies, investment funds, client accounts, CLOs, proprietary accounts that Kennedy Lewis may establish.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">Kennedy Lewis shares any investment and sale opportunities with its other clients and us in accordance with the Advisers Act and firm-wide allocation policies. In addition, as a BDC regulated under the 1940 Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which, in certain circumstances, limit the Company’s ability to make investments or enter into other transactions alongside other clients.</div> <div><br/> </div> <div style="font-weight: bold;">Co-Investment Relief</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We and the Advisor have received the Co-Investment Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Advisor and certain funds managed and controlled by the Advisor and its affiliates, subject to certain terms and conditions. Pursuant to such order, our Board has established Board Criteria clearly defining co-investment opportunities in which we will have the opportunity to participate with other public or private Kennedy Lewis funds that target similar assets. If an investment falls within the Board Criteria, the Advisor must offer an opportunity for us to participate. We may determine to participate or not to participate, depending on whether Kennedy Lewis determines that the investment is appropriate for us (<span style="font-style: italic;">e.g.</span>, based on investment strategy). The co-investment would generally be allocated to us and the other Kennedy Lewis funds that target similar assets pro rata based on capital available for investment in the asset class being allocated. If the Advisor determines that such investment is not appropriate for us, the investment will not be allocated to us, but the Advisor will be required to report such investment and the rationale for its determination for us to not participate in the investment to the Board at the next quarterly board meeting.</div> <div><br/> </div> <div style="font-weight: bold;">Competition</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">The business of investing in debt investments is highly competitive and involves a high degree of uncertainty. Market competition for investment opportunities includes traditional lending institutions, including commercial and investment banks, as well as a growing number of non-traditional participants, such as hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and debt-focused competitors, such as issuers of CLOs and other structured loan funds. In addition, given our target investment size and investment type, the Advisor expects a large number of competitors for investment opportunities. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages not shared by us. In addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to us. Furthermore, competitors may offer loan terms that are more favorable to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities for us, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that we intend to purchase.</div><div style="text-align: justify; text-indent: 36pt;">Over the past several years, many investment funds have been formed with investment objectives similar to ours, and many such existing funds have grown in size and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities identified by the Advisor which may affect our ability to participate in attractive investment opportunities and/or cause us to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Advisor may identify an investment that presents an attractive investment opportunity but may not be able to complete such investment in a manner that meets our objectives. We may incur significant expenses in connection with the identification of investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses related to due diligence, transportation and legal, accounting and other professional services as well as the fees of other third-party advisors.</div> <div><br/> </div> <div style="font-weight: bold;">Non-Exchange Traded, Perpetual-Life BDC</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We are non-exchange traded, meaning our shares are not listed for trading on a stock exchange or other securities market, and a perpetual-life BDC, meaning we are an investment vehicle of indefinite duration, whose common shares are intended to be sold monthly on a continuous basis at a price generally equal to our monthly NAV per share. In our perpetual-life structure, we may, at our discretion, offer investors an opportunity to repurchase their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce our risk of being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by the Declaration of Trust or otherwise to effect a liquidity event at any time.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">FINRA Rule 2310(b)(3)(D) requires that we disclose the liquidity of prior public programs sponsored by the Advisor, in which disclosed in the offering materials was a date or time period at which the program might be liquidated, and whether the prior program(s) in fact liquidated on or around that date or during the time period. As of the date of this prospectus, the Advisor has not sponsored any prior public programs responsive to FINRA Rule 2310(b)(3)(D). See “Regulation” for more information on the regulatory framework applied to BDCs.</div> <div><br/> </div> <div style="font-weight: bold;">Emerging Growth Company</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to:</div> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z38341a4b225049d2b6c989473699468b" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z7d0d7b6a5d474dd4bb60278cede102c4" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act; or</div> </td> </tr> </table> <div><br/> </div> <table cellpadding="0" class="DSPFListTable" id="z374c25d4b39248e7b364dfd250c93f98" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.</div> </td> </tr> </table> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We will remain an emerging growth company for up to five years, or until the earliest of: (1) the last date of the fiscal year during which we had total annual gross revenues of $1.235 billion or more; (2) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (3) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act.</div><div style="text-align: justify; text-indent: 36pt;">As stated above, we have elected to opt in to the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our Common Shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by the Advisor and we do not directly compensate our executive officers, or reimburse the Advisor or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Advisor, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.</div> <div><br/> </div> <div style="font-weight: bold;">Employees</div> <div><br/> </div> <div style="text-align: justify; text-indent: 36pt;">We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Advisor or its affiliates pursuant to the terms of the Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement. Each of our executive officers described under “Management of the Company” is employed by the Advisor or its affiliates. Our day-to-day investment operations are managed by the Advisor. The services necessary for the sourcing and administration of our investment portfolio are provided by investment professionals employed by the Advisor or its affiliates. The Investment Team will focus on origination, non-originated investments and transaction development and the ongoing monitoring of our investments. In addition, we reimburse the Administrator for its costs, expenses and allocable portion of overhead, including compensation (including salaries, bonuses and benefits) paid by the Administrator (or its affiliates) to our chief compliance officer and chief financial officer and their respective staffs as well as other administrative personnel (based on the percentage of time such individuals devote, on an estimated basis, to our business and affairs).</div> <div style="text-align: justify; text-indent: 36pt;">Information about our senior securities is shown in the following table as of the end of the audited fiscal year ended December 31, 2025, 2024 and 2023. This information about our senior securities should be read in conjunction with our financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.</div> <div style="text-align: justify; text-indent: 36pt;">Information about our senior securities is shown in the following table as of the end of the audited fiscal year ended December 31, 2025, 2024 and 2023. This information about our senior securities should be read in conjunction with our financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.</div><table cellpadding="0" class="cfttable" id="z4a69cd9d555a4e9289b3ecd2d891d157" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Class and year</div> </div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: #000000 solid 2px;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Total Amount</div> <div></div> <div style="text-align: center; font-weight: bold;">Outstanding</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: #000000 solid 2px; white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Asset Coverage</div> <div></div> <div style="text-align: center; font-weight: bold;">Per Unit(1)</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: #000000 solid 2px; white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Involuntary Liquidating </div> <div style="text-align: center; font-weight: bold;">Preference</div> <div></div> <div style="text-align: center; font-weight: bold;">Per Unit(2)</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: #000000 solid 2px; white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;">Market Value</div> <div></div> <div style="text-align: center; font-weight: bold;">Per Unit</div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: bottom;" valign="bottom"> <div style="color: rgb(0, 0, 0); font-weight: bold; text-indent: -9pt; margin-left: 9pt;">Secured Credit Facility</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom;" valign="bottom"> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: bottom; width: 52%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0); text-indent: -9pt; margin-left: 9pt;">December 31, 2025</div> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">412,500,000</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">2,713.40</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">N/A</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: bottom; width: 52%;" valign="bottom"> <div style="color: rgb(0, 0, 0); text-indent: -9pt; margin-left: 9pt;">December 31, 2024</div> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> <div style="color: rgb(0, 0, 0);">$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: rgb(0, 0, 0);">342,685,745</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: rgb(0, 0, 0);">2,304.60</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: rgb(0, 0, 0);">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: rgb(0, 0, 0);">N/A</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: bottom; width: 52%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0); text-indent: -9pt; margin-left: 9pt;">December 31, 2023</div> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">$</div> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">195,000,000</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">2,136.50</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="text-align: right; vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="color: rgb(0, 0, 0);">N/A</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255); white-space: nowrap;" valign="bottom"> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z9a1677d5a4354764b6305579704c268b" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zec4b9da7420d41048f9cd3b26115b2d0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “-” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zc0da6c3f5ef549448c011c7beedf7b94" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Not applicable for any of the senior securities as they were not registered for public trading.</div> </td> </tr> </table> audited 412500000 2713.4 0 342685745 2304.6 0 195000000 2136.5 0 <table cellpadding="0" class="DSPFListTable" id="z9a1677d5a4354764b6305579704c268b" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zec4b9da7420d41048f9cd3b26115b2d0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “-” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zc0da6c3f5ef549448c011c7beedf7b94" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 18pt; vertical-align: top;"><sup style="color: #000000; vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div style="color: rgb(0, 0, 0);">Not applicable for any of the senior securities as they were not registered for public trading.</div> </td> </tr> </table> <div style="text-align: center; font-weight: bold;">DESCRIPTION OF OUR COMMON SHARES</div><div style="text-align: justify; text-indent: 36pt; font-style: italic;">The following description is based on relevant portions of Delaware law and on our Declaration of Trust and Bylaws. This summary is not necessarily complete, and we refer you to Delaware law, our Declaration of Trust and our Bylaws for a more detailed description of the provisions summarized below.</div><div style="font-weight: bold;">General</div><div style="text-align: justify; text-indent: 36pt;">The terms of the Declaration of Trust authorize an unlimited number of Common Shares of any class, par value $0.01 per share, of which 37,246,308 shares were outstanding as of March 31, 2026, and an unlimited number of shares of preferred shares, par value $0.01 per share. The Declaration of Trust provides that the Board may classify or reclassify any unissued Common Shares into one or more classes or series of Common Shares or preferred shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions, or limitations as to dividends, qualifications, or terms or conditions of redemption of the shares. There is currently no market for our Common Shares, and we can offer no assurances that a market for our shares will develop in the future. We do not intend for the shares offered under this prospectus to be listed on any national securities exchange. There are no outstanding options or warrants to purchase our shares. No shares have been authorized for issuance under any equity compensation plans. Under the terms of our Declaration of Trust, shareholders shall be entitled to the same limited liability extended to shareholders of private Delaware for profit corporations formed under the Delaware General Corporation Law, 8 Del. C. § 101, et. seq. Our Declaration of Trust provides that no shareholder shall be liable for any Company property, acts, obligations or affairs of the Company by reason of being a shareholder.</div><div style="text-align: justify; text-indent: 36pt;">None of our shares are subject to further calls or to assessments, sinking fund provisions, obligations of the Company or potential liabilities associated with ownership of the security (not including investment risks). In addition, except as may be provided by the Board in setting the terms of any class or series of Common Shares or as provided in connection with a roll-up transaction pursuant to the Declaration of Trust, no shareholder shall be entitled to exercise appraisal rights in connection with any transaction.</div><div style="font-weight: bold;">Outstanding Securities</div><table border="0" cellpadding="0" class="cfttable" id="zea3b93cf3eef455b84da7587220641af" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); width: 62%;" valign="bottom"> <div> <div style="color: #000000; font-weight: bold;">Title of Class</div> </div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; padding-bottom: 2px;" valign="bottom"> </td> <td style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); width: 13%; white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; color: #000000; font-weight: bold;">Amount Authorized</div> </div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">Amount Held by</span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;"> Company for its</span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;"> Account</span></div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">Amount Outstanding </span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">as of March 31, 2026</span></div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class S</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">59,877</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%;" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class D</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%;" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: #000000;">2,582</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class I</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">37,183,849</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> </tr> </table><div style="font-weight: bold;">Common Shares</div><div style="text-align: justify; text-indent: 36pt;">Under the terms of our Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Dividends and distributions may be paid to the holders of our Common Shares if, as and when authorized by our Board and declared by us out of funds legally available therefore. Except as may be provided by our Board in setting the terms of classified or reclassified shares, our Common Shares have no preemptive, exchange, conversion, appraisal or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and except that, in order to avoid the possibility that our assets could be treated as “plan assets,” we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of such shares or redeem any outstanding shares for such price and on such other terms and conditions as may be determined by or at the direction of the Board. In the event of our liquidation, dissolution or winding up, each share of our Common Shares would be entitled to share pro rata in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of our Common Shares is entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees, and each fractional share shall be entitled to a proportionate fractional vote. Except as may be provided by the Board in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, any matter required to be submitted to shareholders and affecting one or more classes of shares shall require approval by the required vote of all the affected classes of shares voting together as a single class; provided, however, that as to any matter with respect to which a separate vote by that class of shares is required by the 1940 Act, the separate vote shall apply in addition to a vote of all the affected classes voting together as a single class. Shareholders of a particular class shall not be entitled to vote on any matter that affects only one or more of the other classes of shares. There will be no cumulative voting in the election or removal of Trustees. Subject to the special rights of the holders of any class or series of preferred shares to elect Trustees, each Trustee will be elected by a plurality of the votes cast with respect to such Trustee’s election except in the case of a “contested election” (as defined in our Bylaws), in which case Trustees will be elected by a majority of the votes cast in the contested election of Trustees. Our Board may amend the Bylaws to alter the vote required to elect Trustees. We may not acquire assets in exchange for our Common Shares.</div><div style="font-style: italic; font-weight: bold;">Class S Shares</div><div style="text-align: justify; text-indent: 36pt;">Upfront sales loads of 3.50% are paid for sales of any Class S shares. If you purchase Class S shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.50% cap on NAV for Class S shares. Class S shares are subject to a minimum initial investment of $2,500. All subsequent purchases of Class S shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion.</div><div style="text-align: justify; text-indent: 36pt;">We pay the Managing Dealer selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares, including any Class S shares issued pursuant to our dividend reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Managing Dealer reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.</div><div style="font-style: italic; font-weight: bold;">Class D Shares</div><div style="text-align: justify; text-indent: 36pt;">Upfront sales loads of 1.50% paid for sales of any Class D shares. If you purchase Class D shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 1.50% cap on NAV for Class D shares. Class D shares are subject to a minimum initial investment of $2,500. All subsequent purchases of Class D shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion.</div><div style="text-align: justify; text-indent: 36pt;">We pay the Managing Dealer selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of all our outstanding Class D shares, including any Class D shares issued pursuant to our dividend reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Managing Dealer reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.</div><div style="text-align: justify; text-indent: 36pt;">Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class D shares, (2) through participating brokers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) by other categories of investors that we name in an amendment or supplement to this prospectus.</div><div style="font-style: italic; font-weight: bold;">Class I Shares</div><div style="text-align: justify; text-indent: 36pt;">No upfront sales loads are paid for sales of any Class I shares. Class I shares are subject to a minimum initial investment of $2,500, which can be waived or reduced by the Advisor for certain investors as described below under “Plan of Distribution.” All subsequent purchases of Class I shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion. No shareholder servicing and/or distribution fees are paid for sales of any Class I shares.</div><div style="text-align: justify; text-indent: 36pt;">Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through transaction/ brokerage platforms at participating brokers, (5) by our executive officers and Trustees and their immediate family members, as well as officers and employees of the Advisor or other affiliates and their immediate family members, and, if approved by our Board, joint venture partners, consultants and other service providers, or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. We may also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we expect to conduct such offerings pursuant to exceptions to registration under the Securities Act and not as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer Class I shares to other investment vehicles.</div><div style="font-style: italic; font-weight: bold;">Other Terms of Common Shares</div><div style="text-align: justify; text-indent: 36pt;">We will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, as required by exemptive relief that allows us to offer multiple classes of shares, at the end of the month in which the Managing Dealer in conjunction with the transfer agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid with respect to any single share held in a shareholder’s account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share (or a lower limit as determined by the Managing Dealer or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S shares and Class D shares in such shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S shares or Class D shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S or Class D shares. In addition, immediately before any liquidation, dissolution or winding up, each Class S share and Class D share will automatically convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.</div><div style="font-weight: bold;">Preferred Shares</div><div style="text-align: justify; text-indent: 36pt;">This offering does not include an offering of preferred shares. However, under the terms of the Declaration of Trust, our Board may authorize us to issue preferred shares in one or more classes or series without shareholder approval, to the extent permitted by the 1940 Act. The Board has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. We do not currently anticipate issuing preferred shares in the near future. In the event we issue preferred shares, we will make any required disclosure to shareholders. We will not offer preferred shares to the Advisor or our affiliates except on the same terms as offered to all other shareholders.</div><div style="text-align: justify; text-indent: 36pt;">Preferred shares could be issued with terms that would adversely affect the shareholders, provided that we may not issue any preferred shares that would limit or subordinate the voting rights of holders of our Common Shares. Preferred shares could also be used as an anti-takeover device through the issuance of shares of a class or series of preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control. Every issuance of preferred shares will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to common shares and before any purchase of common shares is made, such preferred shares together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred shares, if any are issued, must be entitled as a class voting separately to elect two Trustees at all times and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two full years or more. Certain matters under the 1940 Act require the affirmative vote of the holders of at least a majority of the outstanding shares of preferred shares (as determined in accordance with the 1940 Act) voting together as a separate class. For example, the vote of such holders of preferred shares would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.</div><div style="text-align: justify; text-indent: 36pt;">The issuance of any preferred shares must be approved by a majority of our Independent Trustees not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel.</div><div style="font-weight: bold;">Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses</div><div style="text-align: justify; text-indent: 36pt;">Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. Our Declaration of Trust provides that our Trustees will not be liable to us or our shareholders for monetary damages for breach of fiduciary duty as a trustee to the fullest extent permitted by Delaware law. Our Declaration of Trust provides for the indemnification of any person to the full extent permitted, and in the manner provided, by Delaware law. In accordance with the 1940 Act, we will not indemnify certain persons for any liability to which such persons would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.</div><div style="text-align: justify; text-indent: 36pt;">Pursuant to our Declaration of Trust and subject to certain exceptions described therein, we will indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Trustee, officer, employee, sponsor, controlling person or agent of the Company and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (ii) any individual who, while a Trustee, officer, agent or employee of the Company and at the request of the Company, serves or has served as a director, trustee, officer, employee or agent of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity (each such person, an “Indemnitee”), in each case to the fullest extent permitted by Delaware law. Notwithstanding the foregoing, we will not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.</div><div style="text-align: justify; text-indent: 36pt;">We will not indemnify an Indemnitee against any liability or loss suffered by such Indemnitee unless (i) the Indemnitee determines in good faith that the course of conduct that caused the loss or liability was in the best interests of the Company, (ii) the Indemnitee was acting on behalf of or performing services for the Company, (iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a Trustee (other than an Independent Trustee), officer, employee, sponsor, controlling person or agent of the Company, or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an Independent Trustee, and (iv) such indemnification or agreement to hold harmless is recoverable only out of the net assets of the Company and not from the shareholders.</div><div style="text-align: justify; text-indent: 36pt;">In addition, the Declaration of Trust permits the Company to advance reasonable expenses to an Indemnitee, and we will do so in advance of final disposition of a proceeding if (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (ii) the Indemnitee provides the Company with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized by the Declaration of Trust, (iii) the legal proceeding was initiated by a third party who is not a shareholder or, if by a shareholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Company with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined by final, non-appealable decision of a court of competent jurisdiction, that the Indemnitee is not entitled to indemnification.</div><div style="font-weight: bold;">Delaware Law and Certain Declaration of Trust Provisions</div><div style="font-weight: bold;">Organization and Duration</div><div style="text-align: justify; text-indent: 36pt;">We were formed in Delaware on February 10, 2022, and will remain in existence until dissolved in accordance with our Declaration of Trust or pursuant to Delaware law.</div><div style="font-weight: bold;">Purpose</div><div style="text-align: justify; text-indent: 36pt;">Under the Declaration of Trust, we are permitted to conduct, operate, and carry on the business of a BDC within the meaning of the 1940 Act, and, in connection therewith, to exercise all of the rights and powers conferred upon us pursuant to the agreements relating to such business activity.</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. Our Board may, without shareholder action, authorize the issuance of shares in one or more classes or series, including preferred shares; our Board may, without shareholder action, amend our Declaration of Trust to increase the number of our Common Shares, of any class or series, that we will have authority to issue; and our Declaration of Trust provides that, while we do not intend to list our shares on any securities exchange, if any class of our shares is listed on a national securities exchange, our Board will be divided into three classes of Trustees serving staggered terms of three years each. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.</div><div style="font-weight: bold;">Sales and Leases to the Company</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, we may not purchase or lease assets in which the Advisor or any of its affiliates have an interest unless all of the following conditions are met: (a) the transaction is fully disclosed to the shareholders in a prospectus or in a periodic report; and (b) the assets are sold or leased upon terms that are reasonable to us and at a price not to exceed the lesser of cost or fair market value as determined by an independent expert. However, the Advisor may purchase assets in its own name (and assume loans in connection) and temporarily hold title, for the purposes of facilitating the acquisition of the assets, the borrowing of money, obtaining financing for us, or the completion of construction of the assets, so long as all of the following conditions are met: (i) the assets are purchased by us at a price no greater than the cost of the assets to the Advisor; (ii) all income generated by, and the expenses associated with, the assets so acquired will be treated as belonging to us; and (iii) there are no other benefits arising out of such transaction to the Advisor apart from compensation otherwise permitted by the Omnibus Guidelines, as adopted by the NASAA.</div><div style="font-weight: bold;">Sales and Leases to our Advisor, Trustees or Affiliates</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, we may not sell assets to the Advisor or any of its affiliates unless such sale is approved by the holders of more than fifty percent (50%) of the Common Shares. Our Declaration of Trust also provides that we may not lease assets to the Advisor or any affiliate thereof unless all of the following conditions are met: (a) the transaction is fully disclosed to the shareholders in a prospectus or in another periodic report; and (b) the terms of the transaction are fair and reasonable to us.</div><div style="font-weight: bold;">Loans</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, and except for the advancement of indemnification funds, no loans, credit facilities, credit agreements or otherwise may be made by us to the Advisor or any of its affiliates.</div><div style="font-weight: bold;">Commissions on Financing, Refinancing or Reinvestment</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that, unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC, we generally may not pay, directly or indirectly, a commission or fee to the Advisor or any of its affiliates in connection with the reinvestment of cash available for distribution, available reserves, or the proceeds of the resale, exchange or refinancing of assets.</div><div style="font-weight: bold;">Lending Practices</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that, with respect to financing made available to us by the Advisor, the Advisor may not receive interest in excess of the lesser of the Advisor’s cost of funds or the amounts that would be charged by unrelated lending institutions on comparable loans for the same purpose. The Advisor may not impose a prepayment charge or penalty in connection with such financing and the Advisor may not receive points or other financing charges. In addition, the Advisor will be prohibited from providing financing to us with a term in excess of 12 months.</div><div style="font-weight: bold;">Number of Trustees; Vacancies; Removal</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that the number of Trustees will be set by our Board in accordance with our Bylaws. Our Bylaws provide that a majority of our entire Board may at any time increase or decrease the number of Trustees. Our Declaration of Trust provides that the number of Trustees may not be less than three (3), except for a period of up to sixty (60) days after the death, removal or resignation of a Trustee pending the election of such Trustee’s successor. Except as otherwise required by applicable requirements of the 1940 Act and as may be provided by our Board in setting the terms of any class or series of preferred shares, pursuant to an election under our Declaration of Trust, any and all vacancies on our Board may be filled only by the affirmative vote of a majority of the remaining Trustees in office, even if the remaining Trustees do not constitute a quorum, and any Trustee elected to fill a vacancy will serve for the remainder of the full term of the Trustee for whom the vacancy occurred and until a successor is elected and qualified, subject to any applicable requirements of the 1940 Act. Independent Trustees will nominate replacements for any vacancies among the Independent Trustees’ positions.</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that a Trustee may be removed for cause by action taken by a majority of the Trustees, provided the aggregate number of Trustees after such removal shall not be less than the minimum number required under the Declaration of Trust, or with or without cause upon the vote of at least 50% of the then-outstanding shares that are entitled to vote in an election for the Trustee.</div><div style="text-align: justify; text-indent: 36pt;">We have a total of five members of our Board, three of whom are Independent Trustees. Each Trustee will hold office until his or her successor is duly elected and qualified, or until such Trustee’s earlier resignation, removal from office, death, or incapacity. While we do not intend to list our shares on any securities exchange, if any class of our shares is listed on a national securities exchange, our Board will be divided into three classes of Trustees serving staggered terms of three years each.</div><div style="font-weight: bold;">Action by Shareholders</div><div style="text-align: justify; text-indent: 36pt;">Our Bylaws provide that shareholder action can be taken only at an annual shareholder meeting, special meeting of shareholders, or by unanimous consent in lieu of a meeting. The shareholders will only have voting rights as required by the 1940 Act or as otherwise provided for in the Declaration of Trust. Under our Declaration of Trust and Bylaws, the Company is required to hold an annual meeting of shareholders. Special meetings may be called by the Trustees and certain of our officers, and will be limited to the purposes for any such special meeting set forth in the notice thereof. Any special meeting called by shareholders is required to be held not less than 15 nor more than 60 days after the secretary gives notice for such special meeting. These provisions will have the effect of significantly reducing the ability of shareholders being able to have proposals considered at a meeting of shareholders.</div><div style="text-align: justify; text-indent: 36pt;">With respect to special meetings of shareholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board at a special meeting may be made only (1) pursuant to our notice of the meeting, (2) by the Board or (3) provided that the Board has determined that Trustees will be elected at the meeting, by a shareholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Bylaws.</div><div style="text-align: justify; text-indent: 36pt;">The purpose of requiring shareholders to give us advance notice of nominations and other business is to afford our Board a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board, to inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of shareholders. Although our Declaration of Trust does not give our Board any power to disapprove shareholder nominations for the election of Trustees or proposals recommending certain action, they may have the effect of precluding a contest for the election of Trustees or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of trustees or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our shareholders.</div><div style="text-align: justify; text-indent: 36pt;">The Advisor may not, without the approval of a vote by holders of a majority of the outstanding shares entitled to vote on such matters:</div><table cellpadding="0" class="DSPFListTable" id="z868c387c6f4f4b958e04e8e6e5b69112" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>amend the Advisory Agreement except for amendments that would not adversely affect the rights of our shareholders;</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="zab880b30b85743a6b5c2915764982503" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>except as otherwise permitted under the Advisory Agreement, voluntarily withdraw as our investment adviser unless such withdrawal would not affect our tax status and would not materially adversely affect our shareholders; or</div> </td> </tr> </table><table cellpadding="0" class="DSPFListTable" id="z935c83821aaa4cf7af34fd6c9ba22789" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; border-spacing: 0px;"> <tr> <td style="width: 36pt;"></td> <td style="width: 36pt; vertical-align: top;">•</td> <td style="width: auto; vertical-align: top; text-align: justify;"> <div>appoint a new investment adviser (other than a sub-adviser pursuant to the terms of the Advisory Agreement and applicable law).</div> </td> </tr> </table><div style="font-weight: bold;">Amendment of the Declaration of Trust and Bylaws</div><div style="text-align: justify; text-indent: 36pt;">Our Declaration of Trust provides that shareholders are entitled to vote upon a proposed amendment to the Declaration of Trust if the amendment would alter or change the powers, preferences or special rights of the shares held by such shareholders so as to affect them adversely. Approval of any such amendment requires at least a majority of the votes cast by such shareholders at a meeting of shareholders duly called and at which a quorum is present. In addition, amendments to our Declaration of Trust to make our Common Shares a “redeemable security” or to convert the Company, whether by merger or otherwise, from a closed-end fund to an open-end fund each must be approved by the affirmative vote of shareholders entitled to cast at least a majority of the votes entitled to be cast on the matter prior to the listing of any class of the Company’s shares on a national securities exchange.</div><div style="text-align: justify; text-indent: 36pt;">Our Board has the exclusive power to adopt, alter or repeal any provision of our Bylaws and to make new Bylaws. Except as described above and for certain provisions of our Declaration of Trust relating to shareholder voting and the removal of Trustees, our Declaration of Trust provides that our Board may amend our Declaration of Trust without any vote of our shareholders.</div><div style="text-align: left; font-weight: bold;">Determinations by Our Board of Trustees</div><div style="text-indent: 36pt;">Our Declaration of Trust contains a provision that codifies the authority of our Board to manage our business and affairs. This provision enumerates certain matters and states that the determination as to any such enumerated matters made by or pursuant to the direction of our Board (consistent with our Declaration of Trust) is final and conclusive and binding upon us and our shareholders. This provision does not alter the duties our Board owes to us or our shareholders pursuant to our Declaration of Trust and under Delaware law. Further, it would not restrict the ability of a shareholder to challenge an action by our Board which was taken in a manner that is inconsistent with our Declaration of Trust or the Board’s duties under Delaware law or which did not comply with the requirements of the provision.</div><div style="text-align: left; font-weight: bold;">Actions by the Board Related to Merger, Conversion, Reorganization or Dissolution</div><div style="text-indent: 36pt;">Any extraordinary transaction which shall include but not be limited to a merger, conversion, consolidation, or share exchange or sale exchange of all or substantially all of the assets of the Company requires the affirmative vote or consent of at least seventy-five percent (75%) of the Trustees and at least seventy-five percent (75%) of the Common Shares outstanding and entitled to vote thereon (except that so long as each extraordinary transaction is approved by both a majority of the entire Board and seventy-five percent (75%) of the Board who either (a) has been a member of the Board for a period of at least thirty-six months (or since December 14, 2022, if less than thirty-six months) or (b) was nominated to serve as a member of the Board by a majority of continuing trustees then members of the Board, and so long as all other conditions and requirements, if any, provided for in the Bylaws and applicable law have been satisfied, then only an affirmative vote or consent of a “majority of the outstanding voting securities” (as such term is defined in the 1940 Act) of the Company shall be required to approve any of the foregoing extraordinary transactions). The voting requirements to approve such extraordinary transactions are higher than those imposed by federal or state law.</div><div style="text-align: left; font-weight: bold;">Derivative Actions</div><div style="text-indent: 36pt;">No person, other than a Trustee, who is not a shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Company. No shareholder may maintain a derivative action on behalf of the Company unless holders of at least 50% of the outstanding shares join in the bringing of such action, but does not apply to claims arising under federal securities laws.</div><div style="text-indent: 36pt;">In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a shareholder may bring a derivative action on behalf of the Company only if the following conditions are met: (i) the shareholder or shareholders must make a pre-suit demand upon the Board to bring the subject action unless an effort to cause the Board to bring such an action is not likely to succeed; and a demand on the Board shall only be deemed not likely to succeed and therefore excused if a majority of the Board, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Statutory Trust Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Board must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim; and the Board shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the shareholders making such request to reimburse the Company for the expense of any such advisors in the event that the Board determines not to bring such action. The foregoing undertakings do not apply to any derivative or other action arising under the U.S. federal securities laws.</div><div style="text-align: left; font-weight: bold;">Exclusive Delaware Jurisdiction</div><div style="text-indent: 36pt;">Each Trustee, each officer, each shareholder and each person beneficially owning an interest in a share of the Company (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the fullest extent permitted by law, including Section 3804(e) of the Delaware Statutory Trust Act, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Company or its business and affairs, the Delaware Statutory Trust Act, the Declaration of Trust or the Bylaws or asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Company, the Delaware Statutory Trust Act or the Declaration of Trust (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of the Declaration of Trust or the Bylaws, or (B) the duties (including fiduciary duties), obligations or liabilities of the Company to the shareholders or the Board, or of officers or the Board to the Company, to the shareholders or each other, or (C) the rights or powers of, or restrictions on, the Company, the officers, the Board or the shareholders, or (D) any provision of the Delaware Statutory Trust Act or other laws of the State of Delaware pertaining to trusts made applicable to the Company pursuant to Section 3809 of the Delaware Statutory Trust Act, or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Statutory Trust Act, the Declaration of Trust or the Bylaws relating in any way to the Company (regardless, in every case, of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum or (C) the venue of such claim, suit, action or proceeding is improper, (iv) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (iv) hereof shall affect or limit any right to serve process in any other manner permitted by law and (v) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. In the event that any claim, suit, action or proceeding is commenced outside of the Court of Chancery of the State of Delaware in contravention of the foregoing, all reasonable and documented out of pocket fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing party in such claim, suit, action or proceeding shall be reimbursed by the non-prevailing party. Due to the exclusive jurisdiction of Delaware, shareholders may have to bring suit in an inconvenient and less favorable forum. Nothing disclosed in the foregoing will apply to any claims, suits, actions or proceedings asserting a claim brought under federal or state securities laws.</div><div style="text-align: left; font-weight: bold;">Access to Records</div><div style="text-indent: 36pt;">Any shareholder will be permitted access to all of our records to which they are entitled under applicable law at all reasonable times and may inspect and copy any of them for a reasonable copying charge. Inspection of our records by the office or agency administering the securities laws of a jurisdiction will be provided upon reasonable notice and during normal business hours. An alphabetical list of the names, addresses and business telephone numbers of our shareholders, along with the number of Common Shares held by each of them, will be maintained as part of our books and records and will be available for inspection by any shareholder or the shareholder’s designated agent at our office. The shareholder list will be updated at least quarterly to reflect changes in the information contained therein. A copy of the list will be mailed to any shareholder who requests the list within ten days of the request. A shareholder may request a copy of the shareholder list for any proper and legitimate purpose, including, without limitation, in connection with matters relating to voting rights and the exercise of shareholder rights under federal proxy laws. A shareholder requesting a list will be required to pay reasonable costs of postage and duplication. Such copy of the shareholder list shall be printed in alphabetical order, on white paper, and in readily readable type size (no smaller than 10 point font).</div><div style="text-indent: 36pt;">A shareholder may also request access to any other corporate records. If a proper request for the shareholder list or any other corporate records is not honored, then the requesting shareholder will be entitled to recover certain costs incurred in compelling the production of the list or other requested corporate records as well as actual damages suffered by reason of the refusal or failure to produce the list. However, a shareholder will not have the right to, and we may require a requesting shareholder to represent that it will not, secure the shareholder list or other information for the purpose of selling or using the list for a commercial purpose not related to the requesting shareholder’s interest in our affairs. We may also require that such shareholder sign a confidentiality agreement in connection with the request.</div><div style="text-align: left; font-weight: bold;">Reports to Shareholders</div><div style="text-indent: 36pt;">Within 60 days after each fiscal quarter, we will distribute our quarterly report on Form 10-Q to all shareholders of record. In addition, we will distribute our annual report on Form 10-K to all shareholders within 120 days after the end of each calendar year, which must contain, among other things, a breakdown of the expenses reimbursed by us to the Advisor. These reports will also be available on our website at <span style="font-style: italic;">www.KennedyLewisCapitalCompany.com </span>and on the SEC’s website at <span style="font-style: italic;">www.sec.gov</span>.</div><div style="text-indent: 36pt;">Subject to availability, you may authorize us to provide prospectuses, prospectus supplements, annual reports and other information, or documents, electronically by so indicating on your subscription agreement, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically. Unless you elect in writing to receive documents electronically, all documents will be provided in paper form by mail. You must have internet access to use electronic delivery. While we impose no additional charge for this service, there may be potential costs associated with electronic delivery, such as on-line charges. If our e-mail notification is returned to us as “undeliverable,” we will contact you to obtain your updated e-mail address. If we are unable to obtain a valid e-mail address for you, we will resume sending a paper copy by regular U.S. mail to your address of record. You may revoke your consent for electronic delivery at any time and we will resume sending you a paper copy of all required documents. However, in order for us to be properly notified, your revocation must be given to us a reasonable time before electronic delivery has commenced. We will provide you with paper copies at any time upon request. Such request will not constitute revocation of your consent to receive required documents electronically. If you invest in our shares through a financial advisor or a financial intermediary, such as a broker-dealer, and such advisor or intermediary delivers all or a portion of the reports above, any election with respect to delivery you have made with such financial advisor or intermediary will govern how you receive such reports.</div><div style="text-align: left; font-weight: bold;">Conflict with the 1940 Act</div><div style="text-indent: 36pt;">Our Declaration of Trust provides that, if and to the extent that any provision of Delaware law, or any provision of our Declaration of Trust conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.</div> <div style="font-weight: bold;">Outstanding Securities</div><table border="0" cellpadding="0" class="cfttable" id="zea3b93cf3eef455b84da7587220641af" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000; width: 100%; border-spacing: 0px;"> <tr> <td style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); width: 62%;" valign="bottom"> <div> <div style="color: #000000; font-weight: bold;">Title of Class</div> </div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; padding-bottom: 2px;" valign="bottom"> </td> <td style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); width: 13%; white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; color: #000000; font-weight: bold;">Amount Authorized</div> </div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">Amount Held by</span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;"> Company for its</span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;"> Account</span></div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); white-space: nowrap;" valign="bottom"> <div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">Amount Outstanding </span></div> <div style="text-align: center; font-weight: bold;"><span style="color: #000000;">as of March 31, 2026</span></div> </div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; padding-bottom: 2px; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class S</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">59,877</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%;" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class D</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%;" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%;" valign="bottom"> <div style="color: #000000;">2,582</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; white-space: nowrap;" valign="bottom"> </td> </tr> <tr> <td style="vertical-align: top; width: 62%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-indent: -7.2pt; margin-left: 7.2pt; color: #000000;">Class I</div> </td> <td colspan="1" style="vertical-align: bottom; width: 1%; background-color: rgb(204, 238, 255);" valign="bottom"> </td> <td style="vertical-align: bottom; width: 13%; background-color: rgb(204, 238, 255);" valign="bottom"> <div style="text-align: center; color: #000000;">Unlimited</div> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">-</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> <td class="cftguttercell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftcurrcell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF;" valign="bottom"> </td> <td class="cftnumcell" colspan="1" style="vertical-align: bottom; text-align: right; width: 9%; background-color: #CCEEFF;" valign="bottom"> <div style="color: #000000;">37,183,849</div> </td> <td class="cftfncell" colspan="1" style="vertical-align: bottom; width: 1%; background-color: #CCEEFF; white-space: nowrap;" valign="bottom"> </td> </tr> </table> Class S Unlimited 0 59877 Class D Unlimited 0 2582 Class I Unlimited 0 37183849 <div style="font-weight: bold;">Common Shares</div> <div style="font-weight: bold;">Common Shares</div><div style="text-align: justify; text-indent: 36pt;">Under the terms of our Declaration of Trust, all Common Shares have equal rights as to voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Dividends and distributions may be paid to the holders of our Common Shares if, as and when authorized by our Board and declared by us out of funds legally available therefore. Except as may be provided by our Board in setting the terms of classified or reclassified shares, our Common Shares have no preemptive, exchange, conversion, appraisal or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and except that, in order to avoid the possibility that our assets could be treated as “plan assets,” we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of such shares or redeem any outstanding shares for such price and on such other terms and conditions as may be determined by or at the direction of the Board. In the event of our liquidation, dissolution or winding up, each share of our Common Shares would be entitled to share pro rata in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of our Common Shares is entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees, and each fractional share shall be entitled to a proportionate fractional vote. Except as may be provided by the Board in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, any matter required to be submitted to shareholders and affecting one or more classes of shares shall require approval by the required vote of all the affected classes of shares voting together as a single class; provided, however, that as to any matter with respect to which a separate vote by that class of shares is required by the 1940 Act, the separate vote shall apply in addition to a vote of all the affected classes voting together as a single class. Shareholders of a particular class shall not be entitled to vote on any matter that affects only one or more of the other classes of shares. There will be no cumulative voting in the election or removal of Trustees. Subject to the special rights of the holders of any class or series of preferred shares to elect Trustees, each Trustee will be elected by a plurality of the votes cast with respect to such Trustee’s election except in the case of a “contested election” (as defined in our Bylaws), in which case Trustees will be elected by a majority of the votes cast in the contested election of Trustees. Our Board may amend the Bylaws to alter the vote required to elect Trustees. We may not acquire assets in exchange for our Common Shares.</div> Dividends and distributions may be paid to the holders of our Common Shares if, as and when authorized by our Board and declared by us out of funds legally available therefore. Except as may be provided by our Board in setting the terms of classified or reclassified shares, our Common Shares have no preemptive, exchange, conversion, appraisal or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract and except that, in order to avoid the possibility that our assets could be treated as “plan assets,” we may require any person proposing to acquire Common Shares to furnish such information as may be necessary to determine whether such person is a benefit plan investor or a controlling person, restrict or prohibit transfers of such shares or redeem any outstanding shares for such price and on such other terms and conditions as may be determined by or at the direction of the Board. In the event of our liquidation, dissolution or winding up, each share of our Common Shares would be entitled to share pro rata in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred shares, if any preferred shares are outstanding at such time. Subject to the rights of holders of any other class or series of shares, each share of our Common Shares is entitled to one vote on all matters submitted to a vote of shareholders, including the election of Trustees, and each fractional share shall be entitled to a proportionate fractional vote. Except as may be provided by the Board in setting the terms of classified or reclassified shares, and subject to the express terms of any class or series of preferred shares, any matter required to be submitted to shareholders and affecting one or more classes of shares shall require approval by the required vote of all the affected classes of shares voting together as a single class; provided, however, that as to any matter with respect to which a separate vote by that class of shares is required by the 1940 Act, the separate vote shall apply in addition to a vote of all the affected classes voting together as a single class. Shareholders of a particular class shall not be entitled to vote on any matter that affects only one or more of the other classes of shares. There will be no cumulative voting in the election or removal of Trustees. Subject to the special rights of the holders of any class or series of preferred shares to elect Trustees, each Trustee will be elected by a plurality of the votes cast with respect to such Trustee’s election except in the case of a “contested election” (as defined in our Bylaws), in which case Trustees will be elected by a majority of the votes cast in the contested election of Trustees. Our Board may amend the Bylaws to alter the vote required to elect Trustees. <div style="font-style: italic; font-weight: bold;">Class S Shares</div> <div style="font-style: italic; font-weight: bold;">Class S Shares</div><div style="text-align: justify; text-indent: 36pt;">Upfront sales loads of 3.50% are paid for sales of any Class S shares. If you purchase Class S shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.50% cap on NAV for Class S shares. Class S shares are subject to a minimum initial investment of $2,500. All subsequent purchases of Class S shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion.</div><div style="text-align: justify; text-indent: 36pt;">We pay the Managing Dealer selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class S shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S shares, including any Class S shares issued pursuant to our dividend reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Managing Dealer reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.</div> <div style="font-style: italic; font-weight: bold;">Class D Shares</div> <div style="font-style: italic; font-weight: bold;">Class D Shares</div><div style="text-align: justify; text-indent: 36pt;">Upfront sales loads of 1.50% paid for sales of any Class D shares. If you purchase Class D shares from certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 1.50% cap on NAV for Class D shares. Class D shares are subject to a minimum initial investment of $2,500. All subsequent purchases of Class D shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion.</div><div style="text-align: justify; text-indent: 36pt;">We pay the Managing Dealer selling commissions over time as a shareholder servicing and/or distribution fee with respect to our outstanding Class D shares equal to 0.25% per annum of the aggregate NAV of all our outstanding Class D shares, including any Class D shares issued pursuant to our dividend reinvestment plan. The shareholder servicing and/or distribution fees are paid monthly in arrears. The Managing Dealer reallows (pays) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services.</div><div style="text-align: justify; text-indent: 36pt;">Class D shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class D shares, (2) through participating brokers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/ brokerage platforms at participating brokers, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) by other categories of investors that we name in an amendment or supplement to this prospectus.</div> <div style="font-style: italic; font-weight: bold;">Class I Shares</div> <div style="font-style: italic; font-weight: bold;">Class I Shares</div><div style="text-align: justify; text-indent: 36pt;">No upfront sales loads are paid for sales of any Class I shares. Class I shares are subject to a minimum initial investment of $2,500, which can be waived or reduced by the Advisor for certain investors as described below under “Plan of Distribution.” All subsequent purchases of Class I shares, except for those made under our dividend reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Advisor can waive the initial or subsequent minimum investment at its discretion. No shareholder servicing and/or distribution fees are paid for sales of any Class I shares.</div><div style="text-align: justify; text-indent: 36pt;">Class I shares are generally available for purchase in this offering only (1) through fee-based programs, also known as wrap accounts, sponsored by participating brokers or other intermediaries that provide access to Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating brokers that have alternative fee arrangements with their clients to provide access to Class I shares, (4) through transaction/ brokerage platforms at participating brokers, (5) by our executive officers and Trustees and their immediate family members, as well as officers and employees of the Advisor or other affiliates and their immediate family members, and, if approved by our Board, joint venture partners, consultants and other service providers, or (6) by other categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S or Class D shares exits a relationship with a participating broker for this offering and does not enter into a new relationship with a participating broker for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. We may also offer Class I shares to certain feeder vehicles primarily created to hold our Class I shares, which in turn offer interests in themselves to investors; we expect to conduct such offerings pursuant to exceptions to registration under the Securities Act and not as a part of this offering. Such feeder vehicles may have additional costs and expenses, which would be disclosed in connection with the offering of their interests. We may also offer Class I shares to other investment vehicles.</div> <div style="font-weight: bold;">Preferred Shares</div> <div style="font-weight: bold;">Preferred Shares</div><div style="text-align: justify; text-indent: 36pt;">This offering does not include an offering of preferred shares. However, under the terms of the Declaration of Trust, our Board may authorize us to issue preferred shares in one or more classes or series without shareholder approval, to the extent permitted by the 1940 Act. The Board has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. We do not currently anticipate issuing preferred shares in the near future. In the event we issue preferred shares, we will make any required disclosure to shareholders. We will not offer preferred shares to the Advisor or our affiliates except on the same terms as offered to all other shareholders.</div><div style="text-align: justify; text-indent: 36pt;">Preferred shares could be issued with terms that would adversely affect the shareholders, provided that we may not issue any preferred shares that would limit or subordinate the voting rights of holders of our Common Shares. Preferred shares could also be used as an anti-takeover device through the issuance of shares of a class or series of preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control. Every issuance of preferred shares will be required to comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that: (1) immediately after issuance and before any dividend or other distribution is made with respect to common shares and before any purchase of common shares is made, such preferred shares together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred shares, if any are issued, must be entitled as a class voting separately to elect two Trustees at all times and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two full years or more. Certain matters under the 1940 Act require the affirmative vote of the holders of at least a majority of the outstanding shares of preferred shares (as determined in accordance with the 1940 Act) voting together as a separate class. For example, the vote of such holders of preferred shares would be required to approve a proposal involving a plan of reorganization adversely affecting such securities.</div><div style="text-align: justify; text-indent: 36pt;">The issuance of any preferred shares must be approved by a majority of our Independent Trustees not otherwise interested in the transaction, who will have access, at our expense, to our legal counsel or to independent legal counsel.</div> The Board has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. The Board has the power to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of each class or series of preferred shares. No 0001911321 false Total net assets as of December 31, 2025 employed as the denominator for expense ratio computation is $706,768,024. Prior to an Exchange Listing, the Base Management Fee paid to our Advisor is calculated at an annual rate of 1.25% of the value of our net assets as of the end of the two most recently completed quarters. Subsequent to an Exchange Listing, the Company will pay the Advisor a base management fee calculated at an annual rate of 1.25% of the value of our average gross assets as of the end of the two most recently completed quarters. The base management fee will be payable quarterly in arrears. We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees, if any, are divided into two parts:•The first part of the incentive fee is based on income, whereby we pay the Advisor quarterly in arrears 12.5% of our Pre-Incentive Fee Net Investment Income Returns (as defined below) for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up.•The second part of the incentive fee is based on realized capital gains, whereby we pay the Advisor at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.See “Advisory Agreement, Administration Agreement and Other Agreements” for more information concerning the incentive fees. The incentive fee referenced in the table above is estimated based on actual incentive fees incurred, net of any waivers, during the fiscal year ended December 31, 2025. Subject to FINRA limitations on underwriting compensation, we also pay the following shareholder servicing and/or distribution fees to Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares and (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares. Class I shares are not subject to shareholder servicing and/or distribution fees. We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 5.57%. Our ability to incur leverage depends, in large part, the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market. “Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement, Administration Agreement and Other Agreements.” Other expenses represent the estimated annual other expenses of the Company based on annualized other expenses for the current fiscal year based on actual amounts of other expenses for the fiscal year ended December 31, 2025.The Company has entered into an expense support and conditional reimbursement agreement (as amended, the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor has contractually agreed to pay Other Operating Expenses (as defined below) of the Company on the Company’s behalf (each such payment, a “Required Expense Payment” such that Other Operating Expenses of the Company do not exceed 1.00% (on an annualized basis) of the Company’s applicable quarter-end net asset value). “Other Operating Expenses” include the Company’s organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation and overhead (including rent, office equipment and utilities)), and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding Base Management Fees and Incentive Fees owed to the Advisor and any interest expenses owed by the Company. Any expenses waived pursuant to the Expense Support Agreement may be subsequently recaptured by the Advisor for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the Company to exceed its expense limit in effect either at the time of the waiver or reimbursement, or at the time of recapture, after repayment is taken into account.At such times as the Advisor determines, the Advisor may elect to pay certain additional expenses of the Company on the Company’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses). An upfront sales load of 3.50% and 1.50% is paid with respect to Class S shares and Class D shares, respectively. Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis. The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “-” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.