April 20, 2026 - 486BPOS: Post-effective amendment [Rule 485(b)]

As filed with the U.S. Securities and Exchange Commission on April 17, 2026

Securities Act File No.

File

No. 333-280139

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

N-2

REGISTRATION STATEMENT

UNDER


		THE SECURITIES ACT OF 1933		☒
		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No. 2		☒

HPS Corporate Lending Fund

(Exact name of registrant as specified in charter)

40 West 57

Street, 33

Floor

New York

10019

212

287-6767

(Address and telephone number, including area code, of principal executive offices)

Yoohyun K. Choi

HPS Advisors, LLC

40 West 57

Street, 33

Floor

New York,

10019

(Name and address of agent for service)

COPIES TO:


Richard Horowitz, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 (212) 698-3500		William J. Bielefeld Dechert LLP 1900 K Street, NW Washington, DC 20006 (202) 261-3300

Approximate Date of Commencement of Proposed Public Offering

: As soon as practicable after the effective date of this Registration Statement.

☐

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

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Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

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Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

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Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

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Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

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when declared effective pursuant to Section 8(c) of the Securities Act.

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immediately upon filing pursuant to paragraph (b) of Rule 486.

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on (date) pursuant to paragraph (b) of Rule 486.

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60 days after filing pursuant to paragraph (a) of Rule 486.

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on (date) pursuant to paragraph (a) of Rule 486.

If appropriate, check the following box:

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This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

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This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

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This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

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This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:

Check each box that appropriately characterizes the Registrant:

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Registered

Closed-End

Fund

(closed-end

company that is registered under the Investment Company Act of 1940 (“1940 Act”)).

☒

Business Development Company

(closed-end

company that intends or has elected to be regulated as a business development company under the 1940 Act).

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Interval Fund (Registered

Closed-End

Fund or a Business Development Company that makes periodic repurchase offers under Rule

23c-3

under the 1940 Act).

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A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

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Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

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Emerging Growth Company (as defined by Rule

12b-2

under the Securities Exchange Act of 1934 (“Exchange Act”)).

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If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

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New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing).

Prospectus

HPS Corporate Lending Fund

Class S, Class D, Class I and Class F Shares

Maximum Offering of $15,000,000,000

HPS Corporate Lending Fund is a Delaware statutory trust that seeks to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the upper middle market. Our investment objective is to generate attractive risk-adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. Throughout this prospectus, we refer to HPS Corporate Lending Fund as the “Fund,” “HLEND,” “we,” “us” or “our.”

We are a

non-diversified,

closed-end

management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are externally managed by our adviser, HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS”). HPS is a part of BlackRock Inc. (“BlackRock”), one of the world’s leading providers of investment, advisory, and risk management solutions. We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a regulated investment company under the Internal Revenue Code of 1986, as amended.

We are offering on a continuous basis up to $15,000,000,000 of our common shares of beneficial interest, par value $0.01 per share (the “Common Shares”). We are offering to sell any combination of four classes of Common Shares, Class S shares, Class D shares, Class I shares and Class F shares, with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal our net asset value (“NAV”) per share, as of the effective date of the monthly share purchase date. This is a “best efforts” offering, which means that HPS Securities, LLC, the managing dealer (the “Managing Dealer”) for this offering, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering.

The Fund has been granted exemptive relief by the SEC to offer multiple classes of our Common Shares.

Investing in our Common Shares involves a high degree of risk. See “Risk Factors” beginning on page 35 of this prospectus. Also consider the following:

•

We have limited prior operating history and there is no assurance that we will achieve our investment objective.

•

You should not expect to be able to sell your shares regardless of how we perform.

•

You should consider that you may not have access to the money you invest for an extended period of time.

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We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing.

•

Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.

•

We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions.

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An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.”

•

You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses.”

•

We cannot guarantee that we will make distributions, and if we do, we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, proceeds from this offering or return of capital, and we have no limits on the amounts we may pay from such sources.

•

Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Adviser or its affiliates, that may be subject to reimbursement to the Adviser or its affiliates. The repayment of any amounts owed to the Adviser or its affiliates will reduce future distributions to which you would otherwise be entitled.

•

We use and continue to expect to use leverage, which will magnify the potential for loss on amounts invested and may increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.

•

We invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities regulators have also not passed upon whether this offering can be sold in compliance with existing or future suitability or conduct standards including the ‘Regulation Best Interest’ standard to any or all purchasers.

The use of forecasts in this offering is prohibited. Any oral or written predictions about the amount or certainty of any cash benefits or tax consequences that may result from an investment in our Common Shares is prohibited. No one is authorized to make any statements about this offering different from those that appear in this prospectus.


	Price to the Public (1)		Proceeds to Us, Before Expenses (2)
Maximum Offering (3)	$	15,000,000,000	$	15,000,000,000
Class S Shares, per Share	$	24.92	$	3,750,000,000
Class D Shares, per Share	$	24.92	$	3,750,000,000
Class I Shares, per Share	$	24.92	$	3,750,000,000
Class F Shares, per Share	$	24.92	$	3,750,000,000

(1)	Class D shares, Class I shares and Class F shares are currently being offered on a monthly basis at a price per share equal to the NAV per share for such class. The table reflects the NAV per share of each class as of February 28, 2026.

(2)

NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. We also pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. Proceeds are calculated before deducting shareholder servicing or distribution fees or organization and offering expenses payable by us, which are paid over time.

(3)

The table assumes that all shares are sold in the primary offering, with 1/4 of the gross offering proceeds from the sale of Class S shares, 1/4 from the sale of Class D shares, 1/4 from the sale of Class I shares and 1/4 from the sale of Class F shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption.

This prospectus contains important information you should know before investing in the Common Shares. Please read this prospectus before investing and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at 40 West 57

Street, 33

Floor, New York, NY 10019, calling us at

212-287-6767

or visiting our corporate website located at

www.hlend.com

. Information on our website is not incorporated into or a part of this prospectus. The SEC also maintains a website at

http://www.sec.gov

that contains this information.

The date of this prospectus is April 17, 2026

SUITABILITY STANDARDS

Common Shares offered through this prospectus are suitable only as a long-term investment for persons of adequate financial means such that they do not have a need for liquidity in this investment. We have established financial suitability standards for initial shareholders in this offering which require that a purchaser of shares has either:

•

a gross annual income of at least $70,000 and a net worth of at least $70,000, or

•

a net worth of at least $250,000.

For purposes of determining the suitability of an investor, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciary accounts, these minimum standards must be met by the beneficiary, the fiduciary account or the donor or grantor who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

In addition, we will not sell shares to investors in the states named below unless they meet special suitability standards set forth below:

Alabama

—Alabama investors must have either (i) a minimum of $100,000 annual gross income and a net worth of $100,000, or (ii) a net worth of at least $350,000. In addition, an Alabama investor’s aggregate investment in us and other

non-traded

direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made as a result of participation in a distribution reinvestment program nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Liquid net worth is defined as that portion of net worth consisting of cash, cash equivalents and readily marketable securities.

California

—California residents may not invest more than 10% of their liquid net worth in us and must have either (a) a liquid net worth of $350,000 and annual gross income of $65,000 or (b) a liquid net worth of $500,000.

Idaho

—Purchasers residing in Idaho must have either (a) a liquid net worth of $85,000 and annual gross income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in us shall not exceed 10% of their liquid net worth.

Iowa

—Iowa investors must (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings); and (ii) limit their aggregate investment in this offering and in the securities of other

non-traded

BDCs to 10% of such investor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities).

Kansas

—It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their aggregate investment in our securities and other similar investments to not more than 10% of their liquid net worth. Liquid net worth shall be defined as that portion of the purchaser’s total net worth that is comprised of cash, cash equivalents, and readily marketable securities, as determined in conformity with GAAP.

Kentucky

—A Kentucky investor may not invest more than 10% of its liquid net worth in us or our affiliates. “Liquid net worth” is defined as that portion of net worth that is comprised of cash, cash equivalents and readily marketable securities.

Maine

—The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

Massachusetts

—In addition to the suitability standards set forth above, Massachusetts residents may not invest more than 10% of their liquid net worth in us,

non-traded

real estate investment trusts, and in other illiquid direct participation programs.

Missouri

—In addition to the suitability standards set forth above, no more than ten percent (10%) of any one (1) Missouri investor’s liquid net worth shall be invested in the securities being registered in this offering.

Nebraska

—In addition to the suitability standards set forth above, Nebraska investors must limit their aggregate investment in this offering and the securities of other business development companies to 10% of such investor’s net worth. Investors who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), are not subject to the foregoing investment concentration limit.

New Jersey

—New Jersey investors must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liability) that consists of cash, cash equivalents and readily marketable securities. In addition, a New Jersey investor’s investment in us, our affiliates, and other

non-publicly

traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth.

New Mexico

—In addition to the general suitability standards listed above, a New Mexico investor may not invest, and we may not accept from an investor more than ten percent (10%) of that investor’s liquid net worth in shares of us, our affiliates and in other

non-traded

business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.

North Dakota

—Purchasers residing in North Dakota must have a net worth of at least ten times their investment in us.

Ohio

—It is unsuitable for Ohio residents to invest more than 10% of their liquid net worth in the issuer, affiliates of the issuer and in any

other non-traded BDC.

“Liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles, minus total liabilities) comprised of cash, cash equivalents and readily marketable securities. This condition does not apply, directly or indirectly, to federally covered securities.

Oklahoma

—Purchasers residing in Oklahoma may not invest more than 10% of their liquid net worth in us.

Oregon—

In addition to the suitability standards set forth above, Oregon investors may not invest more than 10% of their liquid net worth in us and our affiliates. Liquid net worth is defined as net worth excluding the value of the investor’s home, home furnishings and automobile.

Pennsylvania—

Purchasers residing in Pennsylvania may not invest more than 10% of their liquid net worth in us.

Puerto Rico—

Purchasers residing in Puerto Rico may not invest more than 10% of their liquid net worth in us, our affiliates and other

non-traded

business development companies. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of primary residence, home furnishings and automobiles minus total liabilities) consisting of cash, cash equivalents and readily marketable securities.

Tennessee

—Purchasers residing in Tennessee must have a liquid net worth of at least ten times their investment in us.

Vermont

—Accredited investors in Vermont, as defined in 17 C.F.R. §230.501, may invest freely in this offering. In addition to the suitability standards described above,

non-accredited

Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings or automobiles) minus total liabilities.

You should purchase these securities only if you can afford the complete loss of your investment. The Adviser, those selling shares on our behalf and participating brokers and registered investment advisers recommending the purchase of shares in this offering are required to make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each investor based on information provided by the investor regarding the investor’s financial situation and investment objectives and must maintain records for at least six years after the information is used to determine that an investment in our shares is suitable and appropriate for each investor. In making this determination, the participating broker, registered investment adviser, authorized representative or other person selling shares will, based on a review of the information provided by the investor, consider whether the investor:

•

meets the minimum income and net worth standards established in the investor’s state;

•

can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objectives and portfolio structure;

•

is able to bear the economic risk of the investment based on the investor’s overall financial situation; and

•

has an apparent understanding of the following:

•

the fundamental risks of the investment;

•

the risk that the investor may lose its entire investment;

•

the lack of liquidity of our shares;

•

the background and qualification of our Adviser; and

•

the tax consequences of the investment.

In addition to investors who meet the minimum income and net worth requirements set forth above, our shares may be sold to financial institutions that qualify as “institutional investors” under the state securities laws of the state in which they reside. “Institutional investor” is generally defined to include banks, insurance companies, investment companies as defined in the 1940 Act, pension or profit sharing trusts and certain other financial institutions. A financial institution that desires to purchase shares will be required to confirm that it is an “institutional investor” under applicable state securities laws.

In addition to the suitability standards established herein, (i) a participating broker may impose additional suitability requirements and investment concentration limits to which an investor could be subject and (ii) various states may impose additional suitability standards, investment amount limits and alternative investment limitations.

Broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and establishes a “best interest” obligation for broker-dealers and their associated persons when making recommendations of any securities transaction or investment strategy involving securities to a retail customer. The obligations of Regulation Best Interest are in addition to, and may be more restrictive than, the suitability requirements listed above. Certain states, including Massachusetts, have adopted or may adopt state-level standards that seek to further enhance the broker-dealer standard of conduct to a fiduciary standard for all broker-dealer recommendations made to retail customers in their states. In comparison to the standards of Regulation Best Interest, the Massachusetts fiduciary standard, for example, requires broker-

iii

dealers to adhere to the duties of utmost care and loyalty to customers. The Massachusetts standard requires a broker-dealer to make recommendations without regard to the financial or any other interest of any party other than the retail customer, and that broker-dealers must make all reasonably practicable efforts to avoid conflicts of interest, eliminate conflicts that cannot reasonably be avoided, and mitigate conflicts that cannot reasonably be avoided or eliminated. When making such a recommendation to a retail customer, a broker-dealer must, among other things, act in the best interest of the retail customer at the time a recommendation is made, without placing its interests ahead of its retail customer’s interests. A broker-dealer may satisfy the best interest standard imposed by Regulation Best Interest by meeting disclosure, care, conflict of interest and compliance obligations. Regulation Best Interest and state fiduciary standards of care also require registered investment advisers and registered broker-dealers to provide a brief summary to retail investors. This relationship summary, referred to as Form CRS, is not a prospectus. 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. Investors should refer to this prospectus for detailed information about this offering before deciding to purchase Common Shares. Currently, there is no administrative or case law interpreting Regulation Best Interest and the full scope of its applicability on brokers participating in our offering cannot be determined at this time.

ABOUT THIS PROSPECTUS

Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as the “prospectus.” You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

We disclose the NAV per share of each class of our Common Shares for each month when available on our website at

www.hlend.com

. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus.

The words “we,” “us,” “our” and the “Fund” refer to HPS Corporate Lending Fund, together with its consolidated subsidiaries.

Unless otherwise noted, numerical information relating to HPS is approximate as of December 31, 2025.

Citations included herein to industry sources are used only to demonstrate third-party support for certain statements made herein to which such citations relate. Information included in such industry sources that do not relate to supporting the related statements made herein is not part of this prospectus and should not be relied upon.

MULTI-CLASS EXEMPTIVE RELIEF

This prospectus relates to our Common Shares of Class S, Class D, Class I and Class F. We have been granted exemptive relief by the SEC to offer multiple classes of Common Shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.

You should carefully review the “Risk Factors” section of this prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS


SUITABILITY STANDARDS			i
ABOUT THIS PROSPECTUS			v
MULTI-CLASS EXEMPTIVE RELIEF			v
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			v
PROSPECTUS SUMMARY			1
FEES AND EXPENSES			27
FINANCIAL HIGHLIGHTS			31
RISK FACTORS			35
USE OF PROCEEDS			87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			90
INVESTMENT OBJECTIVE AND STRATEGIES			116
SENIOR SECURITIES			131
PORTFOLIO COMPANIES			134
MANAGEMENT OF THE FUND			188
PORTFOLIO MANAGEMENT			196
INVESTMENT ADVISORY AGREEMENT AND ADMINISTRATION AGREEMENT			200
CONFLICTS OF INTEREST			213
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS			224
DISTRIBUTIONS			225
DESCRIPTION OF OUR COMMON SHARES			227
DETERMINATION OF NET ASSET VALUE			239
PLAN OF DISTRIBUTION			241
HOW TO SUBSCRIBE			246
SHARE REPURCHASE PROGRAM			249
DISTRIBUTION REINVESTMENT PLAN			252
REGULATION			254
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			258
RESTRICTIONS ON SHARE OWNERSHIP			267
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR			269
BROKERAGE ALLOCATION AND OTHER PRACTICES			269
EXPERTS			269
LEGAL MATTERS			269
AVAILABLE INFORMATION			270
PRIVACY NOTICE			271
DATA PRIVACY NOTICE			274
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

PROSPECTUS SUMMARY

This prospectus summary highlights certain information contained elsewhere in this prospectus and contains a summary of material information that a prospective investor should know before investing in our Common Shares. This is only a summary and it may not contain all of the information that is important to you. Before deciding to invest in this offering, you should carefully read this entire prospectus, including the “Risk Factors” section.

Q:	What is HPS Corporate Lending Fund (“HLEND”)?

HLEND (or the “Fund”) is a fund externally managed by HPS Advisors, LLC (the “Adviser”), a wholly-owned subsidiary of HPS Investment Partners, LLC (“HPS”), that seeks to invest primarily in newly originated senior secured debt and other securities of private U.S. companies within the upper middle market. We are a Delaware statutory trust and a

non-diversified,

closed-end

Q:	Who are the Adviser and HPS Investment Partners, LLC?

As of June 30, 2023, HPS Advisors, LLC serves as our investment adviser and prior to that date, HPS served as our investment adviser. The Adviser is a wholly-owned subsidiary of HPS and has access to the same resources and investment personnel to manage us that HPS utilizes for the management of other funds and accounts. These resources and personnel enable our Adviser and Administrator (as defined below) to fulfill their obligations under the investment advisory agreement between the Fund and the Adviser (as amended and/or restated from time to time, the “Investment Advisory Agreement”) and the administration agreement between the Fund and the Administrator (as amended and/or restated from time to time, the “Administration Agreement”). HPS is part of BlackRock Inc. (“BlackRock”), one of the world’s leading providers of investment, advisory, and risk management solutions. HPS invests primarily in credit and manages various strategies across the capital structure, including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred equity and common equity formats; liquid credit, including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. HPS was established in 2007 as a unit of Highbridge Capital Management, LLC (“HCM”), a subsidiary of JPMorgan Asset Management (“JPMAM”). On March 31, 2016, the senior executives of HPS acquired HPS and its subsidiaries from JPMAM and HCM (the “Transaction”)

. Following the Transaction, JPMAM retained a passive minority investment in HPS, which was subsequently redeemed in April 2022. In June 2018, affiliates of Dyal Capital Partners made a passive minority investment in HPS. In February 2022, an affiliate of The Guardian Life Insurance Company of America made a passive minority investment in HPS, which was subsequently increased in August 2024.

On July 1, 2025, BlackRock acquired the business and assets of HPS, with 100% of consideration paid in BlackRock equity (the “HPS/BlackRock Transaction”). The HPS/BlackRock Transaction brings together BlackRock’s corporate and asset owner relationships with HPS’s diversified origination and capital flexibility. BlackRock and HPS have formed a new private financing solutions business unit (“PFS”) led by Scott Kapnick, Scot French, and Michael Patterson, creating an integrated franchise with approximately

Prior to the Transaction, HPS was a subsidiary of HCM, which is a subsidiary of JPMAM, which in turn is a subsidiary of JPMorgan Chase & Co. (together with its affiliates, “JPM”). Immediately following the closing of the Transaction, the portfolio managers and other HPS employees responsible for the investment activities of HPS separated from JPM and continued to be employees of HPS. HPS is no longer deemed affiliated with JPM.

$381 billion in client assets, including $254 billion of private credit assets.

This combined platform, which has more than 610 investment professionals and more than 1,400 employees globally

, offers broad capabilities across senior and junior credit solutions, asset-based finance, real estate, CLOs and

GP-LP

solutions. As part of the HPS/BlackRock Transaction, Scott Kapnick, Scot French, and Michael Patterson have joined BlackRock’s Global Executive Committee, and Scott Kapnick has been appointed as an observer to the BlackRock board of directors. The Adviser remains responsible for our investment activities. See

“Risk Factors-Risks Related to the HPS/BlackRock

Transaction-The

HPS/BlackRock Transaction.”

for further details.

Since its inception in 2007, HPS has committed approximately $212 billion in privately originated transactions across more than 1,000 investments.

Our objective is to bring HPS’s leading credit investment platform to the

non-exchange

traded BDC industry.

Q:	What is your investment objective?

A:	Our investment objective is to generate attractive risk-adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation.

Q:	What is your investment strategy?

Our investment strategy focuses primarily on newly originated, privately negotiated senior credit investments in high-quality, established upper middle market companies and, in select situations, companies in special situations. We use the term “upper middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) of $75 million to $1 billion annually or $250 million to $5 billion in revenue annually, at the time of investment. We have and may continue to invest in smaller or larger companies if an opportunity presents

Represents the US Dollar equivalent combined AUM of HPS funds (including ElmTree funds) and BlackRock funds that form Private Financing Solutions (“PFS”) as of December 31, 2025. The AUM of heritage HPS funds is calculated as follows: (i) for private credit funds, related managed accounts and certain other closed-ended liquid credit funds: as capital commitments during such funds’ investment periods and, post such funds’ investment periods, as the cost of investment or latest available net asset value (including fund-level leverage but in all cases capped at capital commitments), (ii) for liquid credit open-ended funds and related managed accounts other than CLOs: as the latest available net asset value, (iii) for CLOs and warehouses: as the par value of collateral assets and cash in the portfolio and (iv) for business development companies: net asset value plus leverage (inclusive of drawn and undrawn amounts) as of the prior

month-end.

The AUM of ElmTree funds represents the gross asset value plus uncalled commitments over a fund’s life with the exception of the AUM of ElmTreeUnity Debt Fund, LP, which represents total commitments of the fund. The AUM of heritage BlackRock funds represents: (i) for evergreen funds,

closed-end

commingled funds and mandates in their investment period: the sum of

fee-earning

and any

non-fee

earning client commitments and

co-investments,

and the effective leverage for any levered credit vehicles; (ii) for

closed-end

commingled funds and mandates in runoff: the aggregate of each fund’s

fee-earning

assets under management; (iii) for liquid and semi-liquid credit open-ended funds and related managed accounts other than CLOs: as the aggregate of each fund’s net asset value; and (iv) for CLOs and warehouses: the par value of collateral assets and cash in the portfolio. In all cases, AUM is inclusive of internal BlackRock allocations.

3	Headcount as of December 31, 2025.

As of December 31, 2025. Based on the total face value committed to private credit investments that are part of the Strategic Investment Partners strategy, Special Situations Opportunities strategy (private special situations investments), Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies.

attractive investment characteristics and risk-adjusted returns. While our investment strategy primarily focuses on companies in the United States, we also intend to leverage HPS’s global presence to invest in companies in Europe, Australia and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” In addition to corporate level obligations, our investments in these companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans. We may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. We may also participate in programmatic (i.e., recurring) investments through partnerships or joint ventures with one or more unaffiliated banks or other financial institutions, including structures where a partner assumes senior exposure to each investment, and we participate in the junior exposure. Programmatic investments generally represent investments made as part of an ongoing partnership or arrangement (e.g., joint venture) with a third party. In these cases, we may make a commitment to invest repeatedly in a series of transactions over time, rather than making a single, standalone investment. These investments would generally be subject to an agreed upon framework, strategy, and/or approval process, and are intended to build a portfolio through continued relationship with one or more program partners.

Our investment strategy also includes a smaller allocation to more liquid credit investments such as

non-investment

grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. We intend to use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.”

Q:	What types of investments do you make?

A:	Under normal circumstances, we invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities).

Our investments in newly originated secured debt have taken and may continue to take the form of loans, notes, bonds, other corporate debt securities, assignments, participations, total return swaps and other derivatives. We seek to invest primarily in first lien senior secured debt and unitranche loans but may also invest in second lien and subordinated debt. A portion of the Fund’s investments may also be composed of “covenant-lite loans,” although such loans are not expected to comprise a significant portion of the Fund’s portfolio. We also have the ability to acquire investments through secondary transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments. Although not expected to be a primary component of our investment strategy, we may also make certain opportunistic investments in instruments other than secured debt with a view to enhancing returns, such as mezzanine debt,

payment-in-kind

(“PIK”) notes, convertible debt and other unsecured debt instruments, structured debt that is not secured by financial or other assets,

debtor-in-possession

financings and equity in loan portfolios or portfolios of receivables (“Opportunistic Investments”), in each case taking into account availability of leverage for such investments and our target risk/return profile. We may, to a limited extent, invest in junior debt (whether secured or unsecured), including mezzanine loans, as part of our investment strategy and upon approval of each such investment by our portfolio management team. We may also invest in preferred equity, or our debt investments may be accompanied by equity-related securities (such as options or warrants) and/or select common equity investments. While we expect our assets to be primarily directly originated, we may also invest in structured products or broadly syndicated transactions where HPS and/or its affiliates seek an anchor-like or otherwise influential role in certain traded instruments as part of our liquid portfolio.

Our liquid credit instruments have included and may continue to include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments.

The loans within the portfolio are typically floating rate instruments that often pay current income on a quarterly basis, and we look to generate return from a combination of ongoing interest income, original issue discount, closing payments, commitment fees, prepayments and related fees. Our investments generally have stated terms of three to seven years, and the expected average life of our investments is generally two to three years. However, there is no limit to the maturity or duration of any investment that we may hold in our portfolio. We expect most of our debt investments to be unrated. When rated by a nationally recognized statistical ratings organization, our investments would generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investor Service, Inc. or lower than

“BBB-”

by Standard & Poor’s Rating Services). Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

We have, and may in the future, enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, swaps, options and forward contracts. These hedging activities are subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. We have and may also seek to borrow capital in local currency as a means of hedging our

non-U.S.

dollar denominated investments.

Our investments are subject to a number of risks. See “Investment Objective and Strategies” and “Risk Factors.”

Q:	What is an originated loan?

An originated loan is a loan where we lend directly to the borrower and hold the loan generally on our own or in a small group with funds and accounts advised by HPS and/or its affiliates, and/or third-party investors. This is distinct from a syndicated loan, which is generally originated by a bank and then syndicated, or sold, in several pieces to other investors. Originated loans are generally held until maturity or until they are refinanced by the borrower. Syndicated loans often have liquid markets and can be traded by investors.

Q:	Why do you invest in liquid credit investments in addition to originated loans?

The allocation to liquid credit investments within the Fund’s portfolio is expected to (i) provide the Fund with sufficient liquidity in order to meet the Fund’s share repurchase requirements, and (ii) allow the Fund to seek attractive investment returns prior to investing subscription proceeds into newly originated loans.

Q:	What potential competitive strengths does HPS offer?

HPS, a part of BlackRock, is a leading global, credit-focused alternative investment manager that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for its clients. The scale and breadth of HPS’s platform offers the flexibility to invest in companies large and small across the capital structure through both standard and highly customized structures. At its core, HPS shares a common thread of intellectual rigor and investment discipline that enables it to create value for its clients, who have entrusted HPS with approximately $177 billion of assets under management.

Reflects estimated and unaudited AUM as of December 31, 2025. AUM of private credit funds, related managed accounts and certain other closed-ended liquid credit funds represents capital commitments during such funds’ investment periods and, post such funds’ investment periods, the cost of investment or estimated net asset value (including fund-level leverage but in all cases capped at capital commitments). AUM of liquid credit open-ended funds and related managed accounts other than CLOs represents estimated net asset value. AUM of CLOs and warehouses represents par value of collateral assets and cash in the portfolio. AUM of business development companies represents estimated net asset value plus leverage (inclusive of drawn and undrawn amounts). Estimated net asset values are provided at the end of each period and are not final. AUM strategy is assigned at the fund level based on target strategy allocations.

Since its inception in 2007, HPS has committed approximately $212 billion in privately originated transactions across more than 1,000 investments.

We benefit from the following key competitive strengths of HPS in pursuing our investment strategy:

•

Breadth of HPS’s Credit Investment Platform.

HPS, a part of BlackRock, is a global alternative investment manager with strategies that seek to capitalize on

non-investment

grade credit opportunities across the capital structure. As a multi-strategy credit platform, seeking opportunities across both private and liquid credit. HPS’s team of over 290 investment professionals managed approximately $177 billion as of December 31, 2025. HPS believes that its multi-strategy approach may provide a distinctive vantage point to evaluate relative value and better positions the firm to provide borrowers with a comprehensive and diverse set of potential financing solutions, which may enable the Fund to see more investment opportunities. In addition, HPS believes that its global footprint enables the Fund to view and potentially benefit from relative value opportunities across geographies.

•

Scaled Capital with an Ability to Speak for the Full Debt Quantum.

Scaled capital has been a key factor in capturing investment opportunities for prior funds managed by HPS. The scale of HPS’s direct lending platform enables it to invest in and hold loans in excess of $1 billion as the sole lender. HPS believes that there is a finite set of competitors who can provide and solely hold investments of this size and service these larger scale borrowers. HPS believes that many borrowers in this segment value the confidentiality, efficiency and execution certainty available in the private credit market. HPS also believes that being the sole or majority investor in a debt tranche can also provide the funds it or its affiliates advise with enhanced downside protection. Additionally, due to favorable competitive dynamics with fewer capital providers with the ability to deliver scaled capital solutions, HPS believes that HPS’s direct lending platform has, to date, been successful in capturing attractive risk-adjusted returns for providing solutions to larger, more diversified borrowers. Having the scale to provide a complete capital solution to larger borrowers has also been an important factor in HPS’s ability to make investments in an increasingly competitive market environment.

•

Diversified Sourcing Network.

HPS believes its diversified sourcing approach sets its platform apart from many of its peers. While the vast majority of peers focus their sourcing almost exclusively on financial sponsors and lending to businesses controlled by them, HPS has built an extensive relationship network across a breadth of private and public companies, management teams, banks, debt advisors, other financial intermediaries and financial sponsors. As a result, HPS has historically sourced a majority of its private credit investments from channels other than financial sponsors.

HPS believes that its ability to source from

non-sponsor

As of December 31, 2025. Based on the total face value committed to private credit investments that are part of the Specialty Direct Lending strategy, Core Senior Lending strategy, and any additional private credit investments made by one or more business development companies, private credit CLOs, separately managed funds or accounts, or private credit-focused joint ventures, excluding investments that are solely part of the Strategic Investment Partners, Special Situations Opportunities (private special situations investments), High Grade Corporate-Focused, High Grade Asset-Based, Real Estate, Asset Value, or Sustainability & Energy Transition strategies. The Fund had a lower percentage of private credit investments sourced from channels other than financial sponsors as of December 31, 2025. There is no guarantee that the Fund will be able to source a similar or higher percentage of private credit investments from channels other than financial sponsors.

can result in a better understanding of the underlying borrowers and better positioning to actively manage investments throughout their life. HPS is also actively engaged with financial sponsors, and its exposure to sponsor transactions tends to increase in times of public market dislocation (when certainty of capital and speed of execution with a single counterparty is often sought after and highly valued). HPS believes that the ability to flex in and out of both sponsor and

non-sponsor

markets allows the Fund to remain nimble and optimize its opportunity set across different market dynamics. While HPS seeks to source investments from

non-sponsor

channels for the Fund, as of December 31, 2025, the Fund has sourced only a minority of its overall private credit investments from

non-sponsor

channels. The Fund may not, in the future, obtain its desired allocation to investments from the

non-sponsor

channel, which could adversely impact returns.

•

Willingness to Navigate Complexity to Evaluate a Mispriced Opportunity.

HPS believes that its willingness to embrace complexity, such as complicated business models, esoteric underlying collateral, strained capital structures, and/or timing pressures, is a key differentiating factor relative to many competitors. In these situations, risk is often mispriced by the market, which HPS believes may offer a disproportionate return opportunity as there may be fewer willing lenders with the requisite expertise to underwrite these investment opportunities and borrowers tend to be more willing to pay for secured financing. HPS seeks to use its understanding of market structures to pursue these investment opportunities, identifying structures or deal dynamics that dissuade competing capital that view the opportunities as more “complex.” HPS believes that addressing complexity through creative pricing and structure can generate potential investment opportunities that can offer attractive, uncorrelated returns taking into account the additional work that is required. Leveraging HPS’s multi-strategy approach to credit may provide the Fund with distinctive vantage points in determining the relative value of, as well as insight into appropriately pricing, the investment opportunity in light of the risk. HPS believes that the capability to navigate complexity to identify a potentially mispriced investment opportunity is important in environments where volatility and uncertainty around economic growth is common.

•

Focus on the Upper Middle Market.

HPS’s direct lending platform generally targets the

upper-end

of the middle market. As HPS believes that the market is in its later stages of the existing credit cycle, HPS intends to position the portfolio by focusing on larger, more resilient companies that generally generate $75 million to $1 billion of EBITDA annually or $250 million to $5 billion in revenue annually. In comparison, the Pitchbook LCD definition of middle market is defined as companies with $50 million of EBITDA or less. HPS believes the upper end of the middle market has a favorable supply/demand dynamic relative to the lower end of the middle market, with substantial demand resulting from regulatory driven structural shifts in the financial landscape and limited supply as many other direct lending providers focus on small to middle market borrowers. HPS also believes that the upper middle market segment of the market can offer greater downside protection, as larger businesses typically possess the benefits of scale and a greater critical mass through diversification of customers and supplier base. As a result of these dynamics, HPS believes that it can generally negotiate commensurate or better terms with respect to borrowers in the upper middle market segment and that those borrowers can provide the Fund with increased downside protection, with the potential for attractive risk-adjusted returns compared to the

smaller-end

and core-middle market.

•

Emphasis on Capital Preservation.

Capital preservation is a core component of HPS’s investment philosophy. In addition to its focus on stable, established upper middle market companies, HPS employs a highly selective and rigorous “private equity-like” diligence and investment evaluation process focused on identification of potential risks, when evaluating its directly originated investments. HPS believes tight credit structuring is a fundamental part of the risk and recovery calculus, as the illiquidity in private credit means that secondary market liquidity is not a reliable risk mitigant. HPS has also built a deep bench of restructuring, workout and value enhancement professionals with an average of 30 years of workout experience as of December 31, 2025, who work on an integrated basis to actively manage each investment throughout its life.

Q:	What is the market opportunity?

Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that the total market size of private credit has grown to reach $1.8 trillion as of December 31, 2025.

We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what HPS believes will be a significant number of attractive investment opportunities aligned to our investment strategy.

•

Senior Secured Loans Offer Attractive Investment Characteristics

. HPS 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 offer floating rate cash interest coupons that HPS believes can be an attractive return attribute in an elevated interest rate environment. In addition to a current income component, senior secured loans typically include original issue discount, closing payments, commitment fees, Secured Overnight Financing Rate (“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 senior secured loans, coupled with the privately negotiated nature of direct lending, help mitigate downside risk.

•

Regulatory Actions Continue to Drive Demand towards Private Financing.

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 HPS 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.

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 less than $500 million accounted for approximately 5% of the new issue market in 2025 as compared to over 49% in 2000.

HPS 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.

•

Volatility in Credit Markets has made Availability of Capital Less Predictable.

HPS 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. HPS 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 compared to public markets.

8	Source: Preqin, Preqin Special Report: The Future of Alternatives in 2030. Data as of December 31, 2025.

9	Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-Bank.

10	Source: S&P LCD Middle Market Deal Size Category Factsheet 4Q 2025.

•

Increasingly Larger Borrowers Are Finding Value in Private Solutions

. HPS 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. At the upper end of the middle market, companies have traditionally had the option to pursue a broadly syndicated loan, but volatility has increased the value they appear to be placing on the confidentiality, efficiency and execution certainty that is available in the private credit market. HPS believes that as borrowers and debt advisors become more aware of the depth in the private debt market that has been created by scaled providers, they will increasingly weigh this option for financing against public market alternatives for larger companies. HPS believes the benefits of this growing opportunity set at the upper end of the market will accrue to the largest direct lending players, like HPS, as scale is a prerequisite for providing certainty.

Q:	How do you identify investments?

We believe that much of the value HPS creates for our private investment portfolio comes on the front end through the diversity of HPS’s sourcing capabilities. To source transactions, HPS leverages the breadth of its global credit platform and its shared knowledge and insights gleaned across both private and public credit to cast a wide net to drive transaction flow. HPS seeks to generate investment opportunities across its various sourcing channels, including financial intermediaries such as investment banks and debt advisory firms, direct relationships with companies and management teams, private equity sponsors and formal partnerships and strategic arrangements with select financial institutions. We believe that this multi-pronged approach to sourcing provides a significant pipeline of investment opportunities for us that could strengthen our portfolio with attractive investment economics and risk/reward profile.

Q:	How do you evaluate and manage directly originated investments?

A:	The Adviser and HPS evaluate and manage directly originated investments by adhering to the core principles of rigorous fundamental analysis, thorough due diligence, active portfolio monitoring and risk management.

•

Rigorous Investment Screening and Selection.

HPS expects us to benefit from its global sourcing platforms and seeks to build a strong pipeline of investment opportunities. From this pipeline, certain investments proceed to an initial screening discussion that focuses on establishing the framework for the viability of the investment opportunity and the reasons to make the investment (

e.g.

, leading market share, sustainable franchise and brand value, and

value-add

products or services). When evaluating a loan, our investment team (the “Investment Team”) expects to focus on a combination of business stability, asset values and contractual loan protections. This process seeks to prioritize the Investment Team’s time and resources by focusing on screening for opportunities where the borrower may place greater emphasis on certain

non-economic

characteristics, such as certainty of scaled capital, creative financing solutions, an ability to understand complexity of capital structure or business risk and/or confidentiality of operating and financial performance. HPS believes that when facing these characteristics, we have a competitive edge over certain syndicated financing solutions or other competitive direct lending platforms (both of which typically have a lower cost of capital). This rigorous selection process helps the Investment Team focus on situations where the Adviser believes we have a competitive edge to capitalize on an investment opportunity.

•

Fundamental Analysis and Due Diligence.

Team seeks to employ a comprehensive investment process, which may include

in-depth

due diligence

and full credit analysis on transaction drivers, investment thesis, review of business, industry and borrower risks and mitigants, undertaking a competitive analysis, management calls/meetings, reviewing and performing financial analysis of historical results, preparing detailed models with financial forecasts, examining legal structure/terms/collateral, performing relative value analysis, employing external consultants and/or other considerations that the Investment Team deems appropriate. HPS generally seeks to employ a “cradle to grave” approach with respect to its investments such that the Investment Team is responsible for sourcing the investment, investment due diligence, and monitoring the investment until the investment is exited. HPS believes that this is a distinctive approach that can lead to (i) greater connectivity between HPS and a borrower’s management teams, (ii) enhanced access to the borrower details and (iii) increased accountability to help reduce the inherent risk of knowledge loss in circumstances where the sourcing, diligence and monitoring roles are fragmented.

•

Structuring and Negotiating Downside Protection Mechanisms.

From an investment process perspective, the Investment Team spends a significant amount of time and resources on structuring prior to committing to an investment, integrating both business-specific due diligence and risk findings into the overall structure and covenants of a particular transaction. The upfront structuring of these mechanisms, as well as the establishment of “early warning” information indicators, is critical to providing the Adviser with the tools needed to manage underperforming investments while seeking to preserve principal.

•

Disciplined Approach.

The Investment Team expects to combine a disciplined investment approach with a substantial platform for transaction sourcing. Through this platform, the Investment Team expects to identify and invest in a select number of attractive investment opportunities. By adhering to the platform’s core principles of rigorous fundamental analysis, significant due diligence and active risk management, the Investment Team seeks to build an investment portfolio consisting primarily of senior secured loan investments that the Investment Team believes will generate an attractive risk-adjusted return profile.

Q:	How are investments allocated to the Fund?

The Adviser, HPS and/or certain of their affiliates provide investment management services to business development companies, investment funds, client accounts and proprietary accounts that HPS or such affiliates may establish. The Adviser shares any investment and sale opportunities with its, HPS’s and such affiliates’ other clients and us in accordance with applicable law, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”), firm-wide allocation policies (any such policy that covers the Adviser, HPS and such affiliates, a “firm-wide” policy), and an exemptive order from the SEC permitting

co-investment

activities (as further described below). Subject to the Advisers Act, certain other clients of the Adviser or certain clients of HPS and/or their affiliates may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements.

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 Fund’s ability to make investments or enter into transactions alongside other clients. To the extent permitted by the 1940 Act and interpretations of the staff of the SEC, and subject to the allocation policies of HPS and its affiliates, the Adviser may deem it appropriate for us and certain funds and accounts managed and controlled by the Adviser and its affiliates to participate in an investment opportunity. In an order dated May 6, 2025, the SEC granted exemptive relief to affiliates of BlackRock, including the Fund and the Adviser, permitting the Fund, subject to satisfaction of certain conditions, to

co-invest

in certain privately negotiated investment transactions with certain affiliates of BlackRock, including the Adviser. Any of these

co-investment

opportunities may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating funds and/or accounts. To mitigate these conflicts, the Adviser and its affiliates managing other

funds and accounts participating in transactions under the order will seek to allocate such transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with their respective allocation policies. Pursuant to such order, our board of trustees (the “Board” and each member of the Board, a “Trustee”) is required to maintain oversight of our participation in the

co-investment

program permitted by such order in the exercise of their reasonable business judgment, and under certain circumstances, such as in the case of

non-pro

rata acquisitions and dispositions, or in the case of

pre-existing

investments in an issuer by an affiliate, approve certain

co-investment

transactions. Under the order, the Board is also required to receive certain periodic and ad hoc reporting from our chief compliance officer.

Q:	Does the Fund use leverage?

Yes, we currently use and intend to continue to use leverage to seek to enhance our returns. Our leverage levels will vary over time in response to general market conditions, the size and compositions of our investment portfolio and the views of our Adviser and Board. We expect that our debt to equity ratio will generally range between 0.8x and 1.25x. While our leverage employed may be greater or less than these levels from time to time, it will never exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio.

Our leverage has taken and may continue to take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via CLOs or preferred shares. When determining whether to borrow money and assessing the various borrowing structure alternatives, we analyze the maturity, rate structure and covenant package of the proposed borrowings in the context of our investment portfolio,

pre-existing

borrowings and market outlook.

The use of leverage magnifies returns, including losses. See “Risk Factors.”

Q:	What is a BDC?

Congress created the business development company, or BDC, through the Small Business Investment Incentive Act of 1980 to facilitate capital investment in small and middle market companies.

Closed-end

investment companies organized in the U.S. that elect to be treated as BDCs under the 1940 Act are subject to specific provisions of the law, most notably that at least 70% of their total assets must be “qualifying assets”. Qualifying assets are generally defined as privately offered debt or equity securities of U.S. private companies or U.S. publicly traded companies with market capitalizations less than $250 million.

BDCs may be exchange-traded, public

non-traded,

or private placements. They can be internally or externally managed. BDCs typically elect to be treated as “regulated investment companies” for U.S. tax purposes, which are generally not subject to entity level taxes on distributed income. See “Investment Objective and Strategies— Regulation as a BDC.”

Q:	What is a non-exchange traded, perpetual-life BDC?

non-exchange

traded BDC’s shares are not listed for trading on a stock exchange or other securities market. The term “perpetual-life” is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer common shares continuously at a price equal the monthly net asset value (“NAV”) per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of

shares outstanding. However, the determination to repurchase shares in any given quarter is fully at the Board’s discretion, so investors may not always have access to liquidity when they desire it. See “Risk Factors.”

Q:	How does an investment in HLEND differ from an investment in a listed BDC or private BDC with a finite life?

A:	An investment in our common shares of beneficial interest (“Common Shares”) differs from an investment in a listed or exchange traded BDC in several ways, including:

•

Pricing.

The value at which our new Common Shares may be offered, or our Common Shares may be repurchased, will be equal to our monthly NAV per share. In contrast, shares of listed BDCs are priced by the trading market, which can be influenced by a variety of factors, including many that are not directly related to the underlying value of an entity’s assets and liabilities. The prices of listed BDCs are often higher or lower than the fund’s NAV per share and can be subject to volatility, particularly during periods of market stress.

•

Liquidity

An investment in our Common Shares has limited or no liquidity beyond our share repurchase program, and our share repurchase program can be modified or suspended at the Board’s discretion. In contrast, a listed BDC is a liquid investment, as shares can be sold on the exchange at any time the exchange is open.

•

Oversight

Both listed BDCs and

non-traded

BDCs are subject to the requirements of the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unlike the offering of a listed BDC, the Fund’s offering will be registered in every state in which we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed BDC. For example, our Declaration of Trust (as amended or restated from time to time, the “Declaration of Trust”) limits the fees we can pay to the Adviser.

A listed BDC is subject to the governance requirements of the exchange on which its shares are traded, including requirements relating to its board, audit committee, independent trustee oversight of executive compensation and the trustee nomination process, code of conduct, shareholder meetings, related party transactions, shareholder approvals and voting rights. Although we expect to follow many of these same governance guidelines, there is no requirement that we do so.

An investment in our Common Shares differs from an investment in a BDC offered through private placement in several ways, including:

•

Eligible Investors.

Our Common Shares may be purchased by any investor who meets the minimum suitability requirements described under “Suitability Standards” in this prospectus. While the standard varies by state, it generally requires that a potential investor has either (i) both net worth and annual net income of $70,000, or (ii) net worth of at least $250,000 (for this purpose, net worth does not include an investor’s home, home furnishings and personal automobiles). In contrast, privately placed BDCs are generally only sold to investors that qualify as either an “accredited investor” as defined under Regulation D under the Securities Act, or as a “qualified purchaser” as defined under the 1940 Act.

•

Investment funding

. Purchases of our Common Shares must be fully funded at the time of subscription. In contrast, in the context of some privately placed BDCs, investors typically make an upfront commitment and their capital is subsequently called over time as investments are made.

•

Investment period.

We have a perpetual life and may continue to take in new capital on a continuous basis at a value generally equal to our NAV per share. We will be continually originating new investments to the extent we raise additional capital. We will also be regularly recycling capital from our existing investors into new investments. In contrast, some privately placed BDCs have a finite offering period and an associated designated time period for investment. In addition, some privately placed BDCs have either a finite life or time period by which a liquidity event must occur or fund operations must be wound down, which may limit the ability of the fund to recycle investments.

Q:	For whom may an investment in the Fund be appropriate?

A:	An investment in our shares may be appropriate for you if you:

•

meet the minimum suitability requirements described under “Suitability Standards” above, which generally require that a potential investor has either (i) both net worth and annual net income of $70,000 or (ii) net worth of at least $250,000;

•

seek to allocate a portion of your financial assets to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments;

•

seek to receive current income through regular distribution payments while obtaining the potential benefit of long-term capital appreciation; and

•

can hold your shares as a long-term investment without the need for near-term or rapid liquidity.

We cannot assure you that an investment in our shares will allow you to realize any of these objectives. An investment in our shares is only intended for investors who do not need the ability to sell their shares quickly in the future since we are not obligated to offer to repurchase any of our Common Shares in any particular quarter. See “Share Repurchase Program.”

Q:	Is HPS investing in the Fund?

A:	Yes, as of March 1, 2026, HPS, certain of its affiliates and employees held approximately $40.4 million of our Common Shares.

Q:	Is there any minimum investment required?

Yes, to purchase Class S, Class D or Class F shares in this offering, you must make a minimum initial investment in our Common Shares of $2,500. To purchase Class I shares in this offering, you must make a minimum initial investment of $1,000,000, unless waived or reduced by the Managing Dealer. The Managing Dealer waives or reduces to $10,000 or less Class I investment minimums for certain categories of investors. See “Plan of Distribution.” All subsequent purchases of Class S, Class D, Class F or Class I shares, except for those made under our distribution reinvestment plan, are subject to a minimum investment size of $500 per transaction. The Managing Dealer can waive the initial or subsequent minimum investment at its discretion.

Q:	How is the Fund’s value established?

A:	The Fund’s NAV is determined based on the value of our assets less the carrying value of our liabilities, including accrued fees and expenses, as of any date of determination.

The Adviser, as the Fund’s valuation designee pursuant to Rule

2a-5

under the 1940 Act, subject to the Board’s oversight, is responsible for the determination of the fair value of each of our investments and the NAV per share of each of our outstanding classes of shares each month. Investments for which market quotations are readily available will typically be valued at those market quotations. We utilize several factors, including source and number of quotations, to validate that the market quotations are representative of fair value. Investments that are not publicly traded or for which market prices are not readily available are valued based on the input of the Adviser and independent third-party valuation firms engaged at the direction of the Board to review our investments. The Adviser and independent valuation firms use a variety of approaches to establish the fair value these investments in good faith. The approaches used generally include an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions to establish the enterprise value and also consider recent transaction prices and other factors in the valuation. Independent valuation firms retained by the Fund prepare

quarter-end

valuations of each investment that was (i) originated or purchased prior to the first calendar day of the quarter and (ii) is not a de minimis investment, as determined by the Adviser.

The NAV per share of a class of our outstanding Common Shares is determined by dividing the NAV of that share class by the total number of Common Shares outstanding in that class as of the date of determination. The NAV per share of each share class can vary due to, among other things, differences in the amount of servicing fees carried by each class and the number of Common Shares outstanding in each class. See “Determination of Net Asset Value.”

Q:	How can I purchase shares?

Subscriptions to purchase our Common Shares may be made on an ongoing basis, but investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first day of each month. A subscription must be received in good order at least five business days prior to the first day of the month (unless waived by the Managing Dealer) and include the full subscription funding amount to be accepted.

A shareholder will not know our NAV per share applicable on the effective date of the share purchase. However, the NAV per share applicable to a purchase of shares will generally be available within 20 business days after the effective date of the share purchase. At that time, the actual number of shares purchased based on the shareholder’s subscription amount will be determined, and the shares will be credited to the shareholder’s account as of the effective date of the share purchase. Notice of each share transaction, together with information relevant for personal and tax records, will be furnished to shareholders (or their financial representatives) as soon as practicable, but no later than seven business days after our NAV is determined.

Investors, in determining which class of shares to purchase, should consider any ongoing account-based fees payable to outside financial service providers that may apply to shares held in

fee-based

accounts, as well as the total length of time that the investor will hold the shares.

See “How to Subscribe” for more details.

Q:	When will my subscription be accepted?

A:	Completed subscription requests will not be accepted by us any earlier than two business days before the first calendar day of each month.

Q:	Can I withdraw a subscription to purchase shares once I have made it?

Yes, you may withdraw a subscription after submission at any time before we have accepted the subscription, which we will generally not do any earlier than two business days before the first calendar day of each month. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or directly on the toll-free, automated telephone line at

844-700-1479.

Q:	What is the per share purchase price?

A:	Common Shares will be sold at the then-current NAV per share, as described above.

Q:	When is the NAV per share available?

We report our NAV per share as of the last day of each month on our website within 20 business days of the last day of each month. Because subscriptions must be submitted at least five business days prior to the first day of each month, you will not know the NAV per share at which you will be subscribing at the time you subscribe.

For example, if you are subscribing on November 1, your subscription must be submitted at least five business days prior to November 1. The purchase price for your shares will be the NAV per share determined as of October 31. The NAV per share as of October 31 will generally be available within 20 business days from October 31.

Q:	Can I invest through my Individual Retirement Account (“IRA”), Simplified Employee Pension Plan (“SEP”) or other after-tax deferred account?

Yes, if you meet the suitability standards described under “Suitability Standards” above, you may invest via an IRA, SEP or other

after-tax

deferred account. If you would like to invest through one of these account types, you should contact your custodian, trustee or other authorized person for the account to subscribe. They will process the subscription and forward it to us, and we will send the confirmation and notice of our acceptance back to them.

Please be aware that in purchasing shares, custodians or directors of, or any other person providing advice to, employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other applicable laws. These additional fiduciary duties may require the custodian, trustee, director, or any other person providing investment advice to employee pension benefit plans or IRAs to provide information about the services provided and fees received, separate and apart from the disclosures in this prospectus. In addition, prior to purchasing shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law.

Q:	How often does the Fund pay distributions?

We have declared distributions each month beginning in February 2022 through the date of this prospectus and expect to continue to pay regular monthly distributions. Any distributions we make will be at the discretion of our Board, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all. See “Description of our Common Shares” and “Certain U.S. Federal Income Tax Considerations.”

The per share amount of distributions on Class I, Class D, Class F and Class S shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.

Q:	Can I reinvest distributions in the Fund?

Yes, we have adopted a distribution reinvestment plan whereby shareholders (other than those located in specific states or who are clients of selected participating brokers, as outlined below) will have their cash distributions (net of applicable withholding taxes) automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates unless they elect to receive their distributions in cash. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our distribution reinvestment plan, but all outstanding Class S, Class D and Class F shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees.

Shareholders located in Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Mississippi, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Tennessee, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in our distribution reinvestment plan and have their cash distributions reinvested in additional Common Shares. See “Description of Our Common Shares” and “Distribution Reinvestment Plan.”

Q:	How can I change my distribution reinvestment plan election?

Participants may terminate their participation in the distribution reinvestment plan or shareholders may elect to participate in our distribution reinvestment plan with five business days’ prior written notice by contacting our Transfer Agent, SS&C GIDS Inc. (“SS&C”), at HPS Corporate Lending Fund, c/o SS&C GIDS Inc., PO Box 219025, Kansas City, MO 64121-9025.

Q:	How will distributions be taxed?

A:	We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Code. A RIC is generally not subject to U.S. federal corporate income taxes on the net taxable income that it currently distributes to its shareholders.

Distributions of ordinary income and of net short-term capital gains, if any, will generally be taxable to U.S. shareholders as ordinary income to the extent such distributions are paid out of our current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends” will be taxable as long-term capital gains, regardless of the length of time the shareholder has owned our shares. A distribution of an amount in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated by a shareholder as a return of capital which will be applied against and reduce the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares. Distributions paid by us will generally not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by

non-corporate

shareholders.

Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional shares pursuant to our distribution reinvestment plan. Shareholders receiving distributions in the form of additional shares will generally be treated as receiving a distribution in the amount of the fair market value of the distributed shares. The additional shares received by a shareholder pursuant to our distribution reinvestment plan will have a new holding period commencing on the day following the day on which the shares were credited to the shareholder’s account.

Because each investor’s tax position is different, you should consult with your tax advisor on the tax consequences to you of investing in the Fund. In particular,

non-U.S.

investors should consult their tax advisors regarding potential withholding taxes on distributions that they receive. See “Certain U.S. Federal Income Tax Considerations.”

Q:	Can I sell, transfer or otherwise liquidate my shares post purchase?

The purchase of our Common Shares is intended to be a long-term investment. We do not intend to list our shares on a national securities exchange, and do not expect a public market to develop for our shares in the foreseeable future. We also do not intend to complete a liquidity event within any specific period, and there can be no assurance that we will ever complete a liquidity event. We intend to conduct quarterly share repurchase offers in accordance with the 1940 Act to provide limited liquidity to our shareholders. Our share repurchase program will be the only liquidity initiative that we offer to our shareholders.

Because of the lack of a trading market for our shares, you may not be able to sell your shares promptly or at a desired price. If you are able to sell your shares, you may have to sell them at a discount to the purchase price of your shares.

Our Common Shares are freely transferable, except where a transfer is restricted by federal and state securities laws or by contract. We will generally not charge you to facilitate transfers of your shares, other than for necessary and reasonable costs actually incurred by us.

Q:	Can I request that my shares be repurchased?

Yes, subject to limitations. We have commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price that will be disclosed in accordance with Exchange Act tender offer rules. Our Board may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Upon a suspension of our share repurchase program, our Board will consider at least quarterly whether the continued suspension of our share repurchase program remains in our best interest and the best interest of our shareholders. However, our Board is not required to authorize the recommencement of our share repurchase program within any specified period of time. Our Board may also determine to terminate our share repurchase program if required by applicable law or in connection with a transaction in which our shareholders receive liquidity for their Common Shares, such as a sale or merger of the Fund or listing of our Common Shares on a national securities exchange.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price that will be disclosed in accordance with Exchange Act tender offer rules, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such purchase price (an “Early Repurchase Deduction”). The

one-year

holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule

13e-4

promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Most of our assets consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for share repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Fund as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all. See “Share Repurchase Program.”

Q:	What fees do you pay to the Adviser?

A:	Pursuant to the Investment Advisory Agreement, the Adviser is responsible for, among other things, identifying investment opportunities, monitoring our investments and determining the composition of our

portfolio. We pay the Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a management fee and an incentive fee.

•

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

•

The incentive fee consists of two components as follows:

•

The first part of the incentive fee is based on income, whereby we pay the Adviser quarterly in arrears 12.5% of its

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.

•

“Pre-Incentive

Fee Net Investment Income Returns” means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and

break-up

fees, as well as prepayments premiums, but excluding fees for providing managerial assistance) accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under the Investment Advisory Agreement and an administration agreement with our administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding incentive fees and shareholder servicing and/or distribution fees).

Pre-Incentive

Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and

zero-coupon

securities), accrued income that we have not yet received in cash.

Pre-Incentive

Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from

Pre-Incentive

Fee Net Investment Income Returns.

•

The second part of the incentive fee is based on realized capital gains, whereby we pay the Adviser 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.

For purposes of computing the Fund’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.

See “Investment Advisory Agreement and Administrative Agreement.”

Q:	How will I be kept up to date about how my investment is doing?

A:	We and/or your financial advisor, participating broker or financial intermediary, as applicable, will provide you with periodic updates on the performance of your investment with us, including:

•

three quarterly financial reports and an annual report;

•

quarterly investor statements;

•

in the case of certain U.S. shareholders, an annual Internal Revenue Service (“IRS”) Form

1099-DIV

or IRS Form

1099-B,

if required, and, in the case of

non-U.S.

shareholders, an annual IRS Form

1042-S;

and

•

confirmation statements (after transactions affecting your balance, except reinvestment of distributions in us and certain transactions through minimum account investment or withdrawal programs).

Depending on legal requirements, we may post this information on our website,

www.hlend.com

, when available, or provide this information to you via U.S. mail or other courier, electronic delivery, or some combination of the foregoing. Information about us is also available on the SEC’s website at

www.sec.gov

. In addition, our monthly NAV per share will be posted on our website promptly after it has become available (in all cases prior to the twentieth business day of the following month).

Q:	What type of tax reporting will I receive on the Fund, and when will I receive it?

A:	As promptly as possible after the end of each calendar year, we intend to send to each of our U.S. shareholders an annual IRS Form 1099-DIV or IRS Form 1099-B, if required, and, in the case of non-U.S. shareholders, an annual IRS Form 1042-S.

Q:	What are the tax implications for non-U.S. investors in the Fund?

Because we are a corporation for U.S. federal income tax purposes, a

non-U.S.

investor in the Fund will generally not be treated as engaged in a trade or business in the U.S. solely as a result of investing in the Fund, unless the Fund is treated as a “United States real property holding corporation” for U.S. federal income tax purposes. Although there can be no assurance in this regard, we do not currently expect to be a United States real property holding corporation for U.S. federal income tax purposes.

Subject to the exceptions described below, dividends paid to a

non-U.S.

investor in the Fund will generally be subject to a U.S. tax of 30% (or lower treaty rate), which will generally be withheld from such dividends. However, dividends paid by the Fund that are “interest-related dividends”, “capital gain dividends” or “short-term capital gain dividends” will generally be exempt from such withholding tax to the extent we properly report such dividends to shareholders. For these purposes, interest-related dividends, capital gain dividends and short-term capital gain dividends generally represent distributions of certain U.S.-source interest or capital gains that would not have been subject to U.S. federal withholding tax at source if received directly by a

non-U.S.

investor, and that satisfy certain other requirements. Notwithstanding the above, the Fund may be required to withhold from dividends that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the

non-U.S.

investor certifies its status under penalties of perjury or otherwise establishes an exemption.

non-U.S.

investor is generally exempt from U.S. federal income tax on capital gain dividends and any gains realized upon the sale or exchange of shares in the Fund.

This section assumes that income from the Fund is not “effectively connected” with a U.S. trade or business carried on by a

non-U.S.

investor.

Non-U.S.

investors, and in particular,

non-U.S.

investors who are engaged in a U.S. trade or business, should consult with their tax advisors on the consequences to them of investing in the Fund. See “Certain U.S. Federal Income Tax Considerations.”

Q:	What are the tax implications for tax-exempt U.S. investors in the Fund?

Because we are a corporation for U.S. federal income tax purposes, U.S.

tax-exempt

investors in the Fund will generally not derive “unrelated business taxable income” for U.S. federal income tax purposes (“UBTI”) solely as a result of their investment in the Fund. A U.S.

tax-exempt

investor, however, may derive UBTI from its investment in the Fund if the investor incurs indebtedness in connection with its purchase of shares in the Fund.

Tax-exempt

investors should consult their tax advisors with respect to the consequences of investing in the Fund.

Q:	What is the difference between the four classes of Common Shares being offered?

We are offering to the public four classes of Common Shares—Class S shares, Class D shares, Class I shares and Class F shares. The differences among the share classes relate to ongoing shareholder servicing and/or distribution fees, with Class S shares, Class D shares and Class F shares subject to ongoing and shareholder servicing and/or distribution fee of 0.85%, 0.25% and 0.50%, respectively and Class I shares not subject to a shareholder servicing and/or distribution fee. In addition, although neither the Fund nor the Managing Dealer will charge upfront sales loads with respect to Class S shares, Class D shares, Class I shares or Class F shares, if you buy Class S shares, Class D shares, Class I shares or Class F shares through 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 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. See “Description of Our Common Shares” and “Plan of Distribution” in this prospectus for a discussion of the differences between our Class S, Class D, Class I and Class F shares.

Assuming a constant net asset value per share of $25.00, we expect that a

one-time

investment in 400 shares of each class of our shares (representing an aggregate net asset value of $10,000 for each class) would be subject to the following shareholder servicing and/or distribution fees:


	Annual Shareholder Servicing and/or Distribution Fees		Total Over Five Years
Class S	$	85	$	425
Class D	$	25	$	125
Class I	$	0	$	0
Class F	$	50	$	250

Class S shares are available through brokerage and transaction-based accounts. 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) other categories of investors that we name in an amendment or supplement to this prospectus. Class F shares are generally available for purchase in this offering only through the participating broker with whom the Fund was launched on an exclusive basis in 2022 (the “Founding Distributor”). In this context, Class F Shares can be purchased (1) through

fee-based

programs, also known as wrap accounts, sponsored by the Founding Distributor, (2) in instances where the Founding Distributor has alternative fee arrangements with its clients to provide access to Class F shares, (3) through transaction/brokerage platforms at the Founding Distributor, or (4) by other categories of investors that we name in an amendment or supplement to this prospectus. 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 Adviser 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, Class D or Class F 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. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.

If you are eligible to purchase all four classes of shares, you should be aware that Class I shares have no shareholder servicing or distribution fees, which will reduce the NAV or distributions of the other share classes. However, Class I shares do not receive shareholder services. Before making your investment

decision, please consult with your investment adviser regarding your account type and the classes of Common Shares you may be eligible to purchase.

Q:	Are there ERISA considerations in connection with investing in the Fund?

We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the ERISA, and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”). In this regard, generally, we intend to take one of the following approaches: (1) in the event that each class of Common Shares is considered a “publicly-offered security” within the meaning of the Plan Asset Regulations (“Publicly-Offered Security”), we will not limit “benefit plan investors” from investing in the Common Shares, and (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) we 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) we will prohibit “benefit plan investors” from owning any class that does not constitute a Publicly-Offered Security.

In addition, each prospective investor that is, or is acting on behalf of any individual retirement account, employee benefit plan, or similar plan or account that is subject to ERISA, or any entity whose underlying assets are considered to include the foregoing (each a “Plan”), must independently determine that our Common Shares are an appropriate investment for the Plan, taking into account its obligations under ERISA, and applicable similar laws, and the facts and circumstances of each investing Plan.

Prospective investors should carefully review the matters discussed under “Risk Factors” and “Restrictions on Share Ownership” and should consult with their own advisors as to the consequences of making an investment in the Fund.

Q:	What is the role of the Fund’s Board of Trustees?

We operate under the direction of our Board, the members of which are accountable to us and our shareholders as fiduciaries. We have five Trustees, four of whom have been determined to be independent of us, the Adviser and its affiliates (“Independent Trustees”). Our Independent Trustees are responsible for, among other things, reviewing the performance of the Adviser, approving the compensation paid to the Adviser and its affiliates, oversight of the valuation process used to establish the Fund’s NAV and oversight of the investment allocation process to the Fund. The names and biographical information of our Trustees are provided under “Management of the Fund—Trustees and Executive Officers.”

Q:	Are there any risks involved in buying your shares?

Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objective and, therefore, you should purchase our shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below:

•

We have limited prior operating history and there is no assurance that we will achieve our investment objective.

•

You should not expect to be able to sell your shares regardless of how we perform.

•

You should consider that you may not have access to the money you invest for an extended period of time.

•

We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing.

•

Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.

•

An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.”

•

You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses.”

•

We cannot guarantee that we will make distributions, and if we do, we 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 we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing a shareholder’s tax basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price.

•

Q:	Do you currently own any investments?

A:	Yes. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements included herein, our periodic reports under the Exchange Act and www.hlend.com for information on our investments.

Q:	What is a “best efforts” offering?

Our Common Shares are offered on a “best efforts” basis. A “best efforts” offering means the Managing Dealer and the participating brokers are only required to use their best efforts to sell the shares. When shares are offered to the public on a “best efforts” basis, no underwriter, broker or other person has a firm commitment or obligation to purchase any of the shares. Therefore, we cannot guarantee that any minimum number of shares will be sold.

Q:	What is the expected term of this offering?

We have registered a total of $15,000,000,000 in Common Shares and have sold approximately $13.7 billion in Common Shares as of March 1, 2026. It is our intent, however, to conduct a continuous offering for an extended period of time, by filing for additional offerings of our shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws.

We endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our Common Shares. There can be no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our Common Shares until such filings are declared effective, if at all.

Q:	What is a regulated investment company, or RIC?

A:	We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under the Code.

In general, a RIC is a company that:

•

is a BDC or registered investment company that combines the capital of many investors to acquire securities;

•

offers the benefits of a securities portfolio under professional management;

•

atisfies various requirements of the Code, including an asset diversification requirement; and

•

is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its shareholders, which substantially eliminates the “double taxation” (

i.e.

, taxation at both the corporate and shareholder levels) that generally results from investments in a C corporation.

Q:	Who administers the Fund?

HPS (the “Administrator”) provides or oversees the performance of administrative and compliance services. We reimburse the Administrator for its costs, expenses and our allocable portion of compensation (including salaries, bonuses and benefits) of the Administrator’s personnel and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the North American Securities Administrators Association’s Omnibus Guidelines Statement of Policy, as amended from time to time (the “Omnibus Guidelines”)) of the Administrator. See “Investment Advisory Agreement and Administration Agreement—Administration Agreement.”

Q:	What are the offering and servicing costs?

Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through 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 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. Please consult your selling agent for additional information.

Subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation, we pay the following shareholder servicing and/or distribution fees to the 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, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The shareholder servicing and/or distribution fees are payable to the Managing Dealer, but

the Managing Dealer anticipates that all or a portion of the shareholder servicing and/or distribution fees will be retained by, or reallowed (paid) to, participating brokers. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering.

As our investment adviser prior to June 30, 2023, HPS agreed to advance all of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) through February 3, 2022, the date on which we broke escrow for our initial offering of Common Shares. On such date, the Fund became obligated to reimburse HPS for such advanced expenses and HPS subsequently requested reimbursement of these expenses and was paid pursuant to the Expense Support and Conditional Reimbursement Agreement we previously entered into with HPS. After such date, the Fund bears all such expenses, subject to the Expense Support and Conditional Reimbursement Agreement it has entered into with the Adviser (the “Expense Support Agreement”) and the expense support and conditional reimbursement agreement it previously entered into with HPS (for such expenses incurred prior to June 30, 2023) (the “Prior Expense Support Agreement” and together with the Expense Support Agreement, the “Expense Support Agreements”). Pursuant to the Expense Support Agreements, HPS was, and the Adviser is, obligated to advance all of our Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. We were and are obligated to reimburse HPS and the Adviser, respectively, for such advanced expenses only if certain conditions are met. See “Plan of Distribution” and “Expense Support and Conditional Reimbursement Agreement.” For purposes hereof, “Other Operating Expenses” means our total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including our allocable portion of compensation (including salaries, bonuses and benefits), overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator).

Q:	What are our expected operating expenses?

A:	We expect to incur operating expenses in the form of our management and incentive fees, shareholder servicing and/or distribution fees, interest expense on our borrowings and other expenses, including the fees we pay to our Administrator. See “Fees and Expenses.”

Q:	What are our policies related to conflicts of interests with the Adviser and its affiliates?

A:	The Adviser and its affiliates are subject to certain conflicts of interest with respect to the services the Adviser and the Administrator provide for us. These conflicts arise primarily from the involvement of the Adviser, HPS

and certain of their affiliates (including BlackRock) in other activities that may conflict with our activities. You should be aware that individual conflicts will not necessarily be resolved in favor of our interest.

•

Conflicts of Interest Generally.

In the ordinary course of their business activities, the Adviser, HPS and certain of their affiliates (including BlackRock) will engage in activities where the interests of certain of their own interests or the interests of their clients will conflict with the interests of the shareholders in the Fund. Other present and future activities of the Adviser, HPS and/or such affiliates will give rise to additional conflicts of interest. In the event that a conflict of interest arises, the Adviser will attempt to resolve such conflict in a fair and equitable manner. Subject to applicable law, including the 1940 Act, and the Board of Trustees’ oversight, the Adviser will have the power to resolve, or consent to the resolution of, conflicts of interest on behalf of the Fund. Investors should be aware that conflicts will not necessarily be resolved in favor of the Fund’s interests. In addition, the Adviser may in certain situations choose to consult with or obtain the consent of the Board of Trustees with respect to any specific conflict of interest, including with respect to the approvals required under the 1940 Act, including Section 57(f), and the Advisers Act. The Fund may enter into joint transactions or cross-trades with clients or affiliates of the Adviser to the extent permitted by the 1940 Act, the Advisers Act and any applicable

co-investment

order from the SEC. Subject to the limitations of the 1940 Act, the Fund may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other funds and accounts sponsored or managed by the Adviser, HPS and/or certain of their affiliates.

•

Relationship among the Fund, the Adviser and the Investment Team

. The Adviser has a conflict of interest between its responsibility to act in the best interests of the Fund, on the one hand, and any benefit, monetary or otherwise, that results to it or its affiliates from the operation of the Fund, on the other hand. For example, the incentive fee creates an incentive for the Adviser to recommend more speculative investments for the Fund than it would otherwise in the absence of such performance-based compensation.

HPS or its affiliates, principals or employees (including, for the avoidance of doubt, BlackRock (including its subsidiaries and other affiliated entities, funds and accounts), the “Affiliated Group”) will invest for their own accounts and manage accounts for other individuals or entities, including entities in which the Affiliated Group or its trustees or employees may hold an interest, either directly in managed accounts or indirectly through investments in private investment entities. Any of such accounts will pay different fees, invest with leverage or utilize different investment strategies than the Fund. In addition, the Fund may enter into transactions with such accounts, and the Affiliated Group may invest in the same securities and instruments on behalf of such accounts that the Fund invests in, in each case to the extent permitted by the 1940 Act. The Affiliated Group or its personnel will have income or other incentives to favor such accounts.

•

Co-Investment

Transactions.

Affiliates of the Adviser and the Fund have received an exemptive order from the SEC that permits the Fund to

co-invest

with certain other persons, including, but not limited to, certain affiliated accounts managed and controlled by the Adviser. Subject to the 1940 Act and the conditions of the

co-investment

order issued by the SEC, the Fund may, under certain circumstances,

co-invest

with certain affiliated accounts in investments that are suitable for the Fund and one or more of such affiliated accounts. Even though the Fund and any such affiliated account

co-invest

in the same securities, any of these

co-investment

opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Fund and the other participating funds and/or accounts. To mitigate these conflicts, the Adviser and its affiliates managing other funds and accounts participating in transactions under the order will seek to allocate such transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis and in accordance with their respective allocation policies.

To the extent consistent with applicable law and/or exemptive relief issued to the Fund or its affiliates, in addition to such

co-investments,

the Fund, an affiliate and/or an affiliated account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent the Fund holds investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by an affiliate of the Adviser or an affiliated account, the Adviser may be presented with decisions when the interests of the two

co-investors

are in conflict.

•

Competition among the Accounts Sponsored or Managed by HPS and Its Affiliates

. The Affiliated Group is actively engaged in advisory and management services for multiple collective investment vehicles and managed accounts (each, an “Affiliated Group Account” and together, the “Affiliated Group Accounts”). The Affiliated Group expects to sponsor or manage additional collective investment vehicles and managed accounts in the future. The Affiliated Group may employ the same or different investment strategies for the various Affiliated Group Accounts it manages or otherwise advises.

Conflicts could arise after the Affiliated Group Account, on the one hand, and the Fund, on the other hand, make investments in the same issuer with respect to the issuer’s strategy, growth and financing alternatives and with respect to the manner and timing of the Fund’s exit from the investment compared to the Affiliated Group Account’s exit. The Affiliated Group Accounts may make decisions that are more beneficial to themselves than to the Fund. Further, investments may benefit one or more of the Affiliated Group Accounts disproportionately to their benefit to the Fund. Conversely, the interests of one or more of the Affiliated Group Accounts in one or more investments may, in the future, be adverse to that of the Fund, and the Adviser may be incentivized not to undertake certain actions on behalf of the Fund in connection with such investments, including the exercise of certain rights the Fund may have, in view of the investment by the Affiliated Group in such investments.

In addition, subject to applicable law, the Affiliated Group and one or more Affiliated Group Accounts (including the Fund), expect to invest, from time to time, in different instruments or classes of securities of the same issuer, including where the Fund and/or any Affiliated Group Account control the majority of such instrument or class of securities. In these circumstances, actions taken on behalf of the Fund may be adverse to the mezzanine investors, and vice versa, creating a conflict of interest for the Adviser, HPS or their affiliates. In addition, if an Affiliated Group Account holds voting securities (for example, equity) of an issuer in which the Fund holds

non-voting

securities (for example, secured debt) of such issuer, HPS, the Adviser or an affiliate, acting on behalf of such Affiliated Group Account may vote on certain matters in a manner that has an adverse effect on the positions held by the Fund (

e.g.

, regarding whether an Affiliate Group Account agrees to waive certain covenants or make certain amendments). Conversely, if the Fund holds voting securities of an issuer, the Adviser’s vote on behalf of the Fund on a matter may end up benefiting Affiliated Group Accounts and harming the Fund, especially with the benefit of hindsight (

e.g.

, if the Fund agrees to certain covenants, waivers or amendments, but the issuer and the Fund’s investment in such issuer end up getting further impaired).

For the foregoing reasons, among others, the Affiliated Group and its portfolio managers, including the Investment Team, are generally expected to have a conflict of interest between acting in the best interests of the Fund and such other Affiliated Group Accounts. The Adviser, HPS and certain of their affiliates have developed policies and procedures to serve as the general framework when allocating investment opportunities and making acquisition and disposition decisions among the Fund, HPS’s clients, such affiliates’ clients and the Adviser’s other clients. Such framework seeks to provide for the fair and equitable allocation among similarly managed clients of HPS, the Adviser and such affiliates, based on an allocation methodology that HPS, the Adviser and such affiliates consider, in their sole discretion and consistent with their fiduciary obligations to their clients, to be reasonable.

Future investment activities by the Adviser on behalf of other clients, HPS on behalf of its clients and such affiliates’ on behalf of their clients may give rise to additional conflicts of interest and demands on the Adviser’s, HPS’s and such affiliates’ time and resources.

See “Conflicts of Interest” for additional information about conflicts of interest that could impact the Fund.

Q:	Who can help answer my questions?

A:	If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial advisor or our transfer agent at HPS Corporate Lending Fund, c/o SS&C GIDS Inc., 430 W 7th Street, Suite 219025, Kansas City, MO 64105-1407.

FEES AND EXPENSES

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.


	Class S Shares			Class F Shares			Class D Shares			Class I Shares
Shareholder transaction expense (fees paid directly from your investment)
Maximum sales load (1)		—	%		—	%		—	%		—	%
Maximum Early Repurchase Deduction (2)		2.0	%		2.0	%		2.0	%		2.0	%

Annual expenses (as a percentage of net assets attributable to our Common Shares) (3)
Base management fees (4)	1.25	%	1.25	%	1.25	%	1.25	%
Incentive fees (5)	1.47	%	1.47	%	1.47	%	1.47	%
Shareholder servicing and/or distribution fees (6)	0.85	%	0.50	%	0.25	%	—	%
Interest payment on borrowed funds (7)	6.15	%	6.15	%	6.15	%	6.15	%
Acquired fund fees and expenses (8)	0.47	%	0.47	%	0.47	%	0.47	%
Other expenses (9)	0.33	%	0.33	%	0.33	%	0.33	%
Total annual expenses	10.52	%	10.17	%	9.92	%	9.67	%

(1)

(2)

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers using a purchase price that will be disclosed in accordance with Exchange Act tender offer rules, except that shares that have not been outstanding for at least one year will be subject to a fee of 2.0% of such purchase price. The

one-year

(3)	The average of total net assets for the fiscal year ended December 31, 2025, which is employed as the denominator for expense ratio computation, was $11.0 billion.

(4)	The base management fee paid to our Adviser is calculated at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

(5)	We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees included in the table above are based on actual annualized income. 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 Adviser 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.

•

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.

The table above reflects incentive fees based on income, if any. The incentive fee based on income of 1.47% referenced in the table above is based on actual amounts of the income component of the incentive fee payable under the Investment Advisory Agreement during the fiscal year ended December 31, 2025. As we cannot predict with certainty whether we will meet the necessary performance targets with respect to the capital gains component of the incentive fee, we have assumed no such fees for this table. If we were to achieve a total return of 5.0% in a calendar year made up of entirely realized capital gains net of all realized capital losses and unrealized capital depreciation, an incentive fee equal to 0.63% of our net assets would be payable. See “Investment Advisory Agreement and Administration Agreement” for more information concerning the incentive fees.

(6)

Subject to FINRA limitations on underwriting compensation, we pay the following shareholder servicing and/or distribution fees to the 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, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing and/or distribution fee on the Class S shares, Class D shares and Class F 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 and 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, Class D shares and Class F 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, Class D shares or Class F 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, Class D shares or Class F shares. See “Plan of Distribution” and “Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering.

(7)

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 interest payment on borrowed funds referenced in the table above is based on actual amounts of the interest payment on borrowed funds (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts and the net interest on interest rate swaps accounted for as hedges) incurred during the fiscal year ended December 31, 2025, divided by our average net assets for the year ended December 31, 2025. Our ability to incur leverage depends, in large part, on 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.

(8)

Our shareholders indirectly bear the expenses of underlying funds or other investment vehicles in which we invest that (1) are investment companies or (2) would be investment companies under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (i.e., acquired funds). This amount includes the annual fees and expenses of ULTRA III, LLC, our joint venture with Capital One Member, for the year ended December 31, 2025.

(9)

“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, excise taxes and fees payable to our Trustees, as discussed in “Investment Advisory Agreement and Administration Agreement.” Other expenses represent the annual other expenses of the Fund and its subsidiaries based on actual amounts of other expenses incurred during the fiscal year ended December 31, 2025, divided by our average net assets for the fiscal year ended December 31, 2025.

We have entered into the Expense Support Agreement with the Adviser. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses (each, a “Required Expense Payment”) to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. The Adviser may elect to pay certain additional expenses on our behalf (each, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”), provided that no portion of the payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Fund. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates. The Adviser will be entitled to reimbursement of an Expense Payment from us if Available Operating Funds (as defined below under “Expense Support and Conditional Reimbursement Agreement”) exceed the cumulative distributions accrued to the Fund’s shareholders, among other conditions. See “Expense Support and Conditional Reimbursement Agreement” for additional information regarding the Expense Support Agreement. Because the Adviser’s obligation to make Voluntary Expense Payments is voluntary, the table above does not reflect the impact of any Voluntary Expense Payments from the Adviser.

Example:

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) our annual operating expenses and offering expenses remain at the levels set forth in the table above, except to reduce annual expenses upon completion of organization and offering expenses, (2) the annual return after management fees and other expenses, but before incentive fees is 5.0%, (3) 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.

Class S shares


	1 Year	3 Years	5 Years	10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:	$90	$261	$417	$757
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:	$97	$277	$441	$787

Class F shares


	1 Year	3 Years	5 Years	10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:	$87	$251	$404	$739
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:	$93	$268	$428	$770

Class D shares


	1 Year	3 Years	5 Years	10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:	$84	$245	$394	$725
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:	$91	$261	$418	$758

Class I shares


	1 Year	3 Years	5 Years	10 Years
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income:	$82	$238	$385	$711
Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains:	$88	$255	$409	$745

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.

These examples should not be considered a representation of your future expenses.

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 “Investment Advisory Agreement and Administration Agreement” for information concerning incentive fees.

FINANCIAL HIGHLIGHTS

The following table of financial highlights is intended to help a prospective investor understand the Fund’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2022 are derived from our consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm whose report thereon is included in this prospectus or the Fund’s Annual Report on Form

10-K

for the fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2022, which may be obtained from

www.sec.gov

or upon request. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.

The following are the financial highlights for the year ended December 31, 2025:


	Year Ended December 31, 2025
	Class I			Class D			Class F			Class S
Per Share Data:
Net asset value, beginning of period	$	25.59		$	25.59		$	25.59		$	25.59
Net investment income (1)		2.65			2.59			2.53			2.43
Net unrealized and realized gain (loss) (2)		(0.44	)		(0.44	)		(0.45	)		(0.44	)

Net increase (decrease) in net assets resulting from operations		2.21			2.15			2.08			1.99
Distributions from net investment income (3)		(2.58	)		(2.52	)		(2.45	)		(2.36	)
Distributions from net realized gains (3)		—			—			—			—

Net increase (decrease) in net assets from shareholders’ distributions		(2.58	)		(2.52	)		(2.45	)		(2.36	)

Early repurchase deduction fees (5)		0.00			0.00			0.00			0.00
Total increase (decrease) in net assets		(0.37	)		(0.37	)		(0.37	)		(0.37	)

Net asset value, end of period	$	25.22		$	25.22		$	25.22		$	25.22

Shares outstanding, end of period		192,514,877			45,135,208			223,188,196			32,266,291
Total return based on NAV (4)		9.08	%		8.81	%		8.54	%		8.16	%
Ratios:
Ratio of net expenses to average net assets		9.09	%		9.31	%		9.57	%		9.96	%
Ratio of net investment income to average net assets		10.42	%		10.19	%		9.94	%		9.58	%
Portfolio turnover rate		13.88	%		13.88	%		13.88	%		13.88	%
Supplemental Data:
Net assets, end of period	$	4,855,520		$	1,138,385		$	5,629,111		$	813,815
Asset coverage ratio		195.7	%		195.7	%		195.7	%		195.7	%

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)	The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to “Note 9 .Net Assets ” to the consolidated financial statements included elsewhere in this prospectus).

(4)

Total return is calculated as the change in NAV per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Fund’s distribution reinvestment plan) divided by the beginning NAV per share. Total return does not include upfront transaction fees, if any.

(5)	The per share amount rounds to less than $0.01 per share.

The following are the financial highlights for the year ended December 31, 2024:


	Year Ended December 31, 2024
	Class I			Class D			Class F			Class S
Per Share Data:
Net asset value, beginning of period	$	25.06		$	25.06		$	25.06		$	25.06
Net investment income (1)		2.77			2.72			2.66			2.52
Net unrealized and realized gain (loss) (2)		0.34			0.33			0.32			0.37

Net increase (decrease) in net assets resulting from operations		3.11			3.05			2.98			2.89
Distributions from net investment income (3)		(2.58	)		(2.52	)		(2.45	)		(2.36	)
Distributions from net realized gains (3)		—			—			—			—

Net increase (decrease) in net assets from shareholders’ distributions		(2.58	)		(2.52	)		(2.45	)		(2.36	)

Early repurchase deduction fees (5)		0.00			0.00			0.00			0.00
Total increase (decrease) in net assets		0.53			0.53			0.53			0.53

Net asset value, end of period	$	25.59		$	25.59		$	25.59		$	25.59

Shares outstanding, end of period		106,227,563			43,120,380			176,150,014			15,868,679
Total return based on NAV (4)		12.95	%		12.67	%		12.39	%		12.01	%
Ratios:
Ratio of net expenses to average net assets		8.78	%		9.05	%		9.31	%		9.54	%
Ratio of net investment income to average net assets		10.82	%		10.62	%		10.39	%		9.83	%
Portfolio turnover rate		21.21	%		21.21	%		21.21	%		21.21	%
Supplemental Data:
Net assets, end of period	$	2,717,857		$	1,103,246		$	4,506,823		$	406,006
Asset coverage ratio		216.3	%		216.3	%		216.3	%		216.3	%

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)	The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to “ Note 9. Net Assets ” to the consolidated financial statements included elsewhere in this prospectus).

(4)

(5)	The per share amount rounds to less than $0.01 per share.

The following are the financial highlights for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Class I			Class D			Class F			Class S (7)
Per Share Data:
Net asset value, beginning of period	$	23.88		$	23.88		$	23.88		$	25.11
Net investment income (1)		2.86			2.80			2.74			0.63
Net unrealized and realized gain (loss) (2)		1.09			1.09			1.08			0.06

Net increase (decrease) in net assets resulting from operations		3.95			3.89			3.82			0.69
Distributions from net investment income (3)		(2.77	)		(2.71	)		(2.64	)		(0.74	)
Distributions from net realized gains (3)		—			—			—			—

Net increase (decrease) in net assets from shareholders’ distributions		(2.77	)		(2.71	)		(2.64	)		(0.74	)

Early repurchase deduction fees (6)		0.00			0.00			0.00			0.00
Total increase (decrease) in net assets		1.18			1.18			1.18			(0.05	)

Net asset value, end of period	$	25.06		$	25.06		$	25.06		$	25.06

Shares outstanding, end of period		52,457,511			28,192,719			125,381,461			857,879
Total return based on NAV (4)		17.28	%		16.99	%		16.70	%		2.78	%
Ratios:
Ratio of net expenses to average net assets (5)		9.68	%		10.02	%		10.18	%		10.68	%
Ratio of net investment income to average net assets (5)		11.73	%		11.57	%		11.24	%		10.20	%
Portfolio turnover rate		9.31	%		9.31	%		9.31	%		9.31	%
Supplemental Data:
Net assets, end of period	$	1,314,775		$	706,613		$	3,142,475		$	21,501
Asset coverage ratio		223.2	%		223.2	%		223.2	%		223.2	%

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)	The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (please refer to “ Note 9. Net Assets ” to the consolidated financial statements included elsewhere in this prospectus).

(4)

(5)	For the year ended December 31, 2023, amounts are annualized except for excise tax, and capital gains incentive fee.

(6)	The per share amount rounds to less than $0.01 per share.

(7)	Class S Shares commenced operations on October 1, 2023.

The following are the financial highlights for the year ended December 31, 2022:


	Year Ended December 31, 2022
	Class I			Class D			Class F
Per Share Data:
Net asset value, beginning of period	$	25.00		$	25.00		$	25.00
Net investment income (1)		2.21			2.19			2.20
Net unrealized and realized gain (loss) (2)		(1.50	)		(1.49	)		(1.51	)

Net increase (decrease) in net assets resulting from operations		0.71			0.70			0.69
Distributions from net investment income (3)		(1.83	)		(1.82	)		(1.81	)
Distributions from net realized gains (3)		—			—			—

Net increase (decrease) in net assets from shareholders’ distributions		(1.83	)		(1.82	)		(1.81	)

Total increase (decrease) in net assets		(1.12	)		(1.12	)		(1.12	)

Net asset value, end of period	$	23.88		$	23.88		$	23.88

Shares outstanding, end of period		35,101,879			17,538,259			92,059,512
Total return based on NAV (4)		2.93	%		2.89	%		2.85	%
Ratios:
Ratio of net expenses to average net assets (5)		3.11	%		3.09	%		3.28	%
Ratio of net investment income to average net assets (5)		9.95	%		9.88	%		9.91	%
Portfolio turnover rate		6.82	%		6.82	%		6.82	%
Supplemental Data:
Net assets, end of period	$	838,207		$	418,798		$	2,198,267
Asset coverage ratio		247.4	%		247.4	%		247.4	%

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)	The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (please refer to “ Note 9. Net Assets ” to the consolidated financial statements included elsewhere in this prospectus).

(4)

(5)

For the year ended December 31, 2022, amounts are annualized except for

non-recurring

expenses. For the year ended December 31, 2022, the ratio of total operating expenses to average net assets was 5.42%, 5.55% and 5.93% on Class I, Class D and Class F, respectively, on an annualized basis, excluding the effect of expense support/(recoupment), shareholder servicing and/or distribution fees waiver, and management fee and income based incentive fee waivers by the Adviser which represented 2.30%, 2.46% and 2.66% on Class I, Class D and Class F, respectively, of average net assets.

RISK FACTORS

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, but do represent all known material risks and uncertainties that we believe are most significant to our business, operating results and financial condition. 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.

Risks Relating to the Fund’s Business and Structure

The Fund Has Limited Operating History.

The Fund is a

non-diversified,

closed-end

management investment company that has elected to be regulated as a BDC with 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 HPS or its affiliates will be achieved for the Fund. Past performance should not be relied upon as an indication of future results. Moreover, the Fund 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 will suffer a complete loss of its investment in the Fund.

Prior to the commencement of the Fund’s operations, the Adviser and the members of the Investment Team had no prior experience managing a BDC, and the investment philosophy and techniques used by the Adviser to manage a BDC may differ from the investment philosophy and techniques previously employed by the Adviser, 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 Adviser’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 Fund’s investment objective.

The Fund May Not be Able to Meet its Investment Objective.

The Adviser cannot provide assurances that it will be able to identify, choose, make or realize investments of the type targeted for the Fund. There is also no guarantee that the Adviser will be able to source attractive investments for the Fund within a reasonable period of time. There can be no assurance that the Fund will be able to generate returns for the investors or that returns will be commensurate with the risks of the investments. The Fund may not be able to achieve its investment objective and investors may lose some or all of their invested capital. The failure by the Fund to obtain indebtedness on favorable terms or in the desired amount will adversely affect the returns realized by the Fund and impair the Fund’s ability to achieve its investment objective.

The Fund is Dependent on the Investment Team.

The success of the Fund depends in substantial part on the skill and expertise of the Investment Team. Although the Adviser believes the success of the Fund 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 Adviser and/or HPS throughout the life of the Fund or will continue to be available to manage the Fund. The unavailability of members of the Investment Team to manage the Fund’s investment program could have a material adverse effect on the Fund.

An Investment in the Fund is Illiquid and There are Restrictions on Withdrawal.

An investment in the Fund 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.

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. When we make quarterly repurchase offers pursuant to the share repurchase program, we will offer to repurchase our Common Shares at a price that is estimated to be equal to our net asset value 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 the offering.

To the extent a meaningful portion of the Common Shares are held by or through a relatively small number of shareholders, including affiliates of the Fund, institutional investors, feeder funds or other shareholders, including shareholders who collectively, and directly or indirectly, hold a meaningful portion of our Common Shares on the basis of allocations based on model portfolios, the Fund is subject to the risk that these shareholders may seek to sell their Common Shares pursuant to the Fund’s share repurchase program in large amounts rapidly or unexpectedly and/or that such shareholders may act in a coordinated or systemic manner and/or on a sustained basis, which may result in the total amount of shares tendered in a given quarter or across multiple quarters exceeding, at times significantly, the Fund’s quarterly repurchase offer amount. Shareholders have and may continue to seek, and certain financial intermediaries have and may continue to recommend to their clients that they seek, to repurchase some or all of the Common Shares that they hold. Economic or other external events may also result in a significant volume of repurchase requests in a given period or on a sustained basis across periods. Most of the Fund’s assets consist of instruments that cannot generally be readily liquidated without impacting the Fund’s ability to realize full value upon their disposition. Therefore, the Fund may not always have sufficient liquid resources to make repurchase offers. If the Fund determines to sell assets to satisfy repurchase requests, the Fund may not be able to realize the return on such assets that the Fund may have been able to achieve had it sold such assets at a more favorable time or held such assets to their maturity, and the Fund’s results of operations and financial condition could be materially adversely affected.

Significant repurchase requests, whether for a single period or for a sustained period, by shareholders could adversely affect the Fund’s ability to conduct its investment program, strain the Fund’s capacity to source investment opportunities and/or deploy capital promptly on attractive terms and/or increase operational complexity and/or expenses. In addition, shareholders seeking liquidity may experience delays in fully liquidating their investments and will remain subject to NAV fluctuations during such periods. Additionally, the presence of large shareholders or platform concentrations may increase the likelihood of oversubscription in future repurchase offers, further constraining liquidity available to other shareholders.

Shareholders Have No Right to Control the Fund’s Operations.

The Fund is managed exclusively by the Adviser. Shareholders will not make decisions with respect to the management, disposition or other realization of any investment, the

day-to-day

operations of the Fund, or any other decisions regarding the Fund’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 Fund or receive any financial information issued directly by the portfolio companies that is available to the Adviser. Shareholders should expect to rely solely on the ability of the Adviser with respect to the Fund’s operations.

The Fund’s Assets are Subject to Recourse.

The assets of the Fund, including any investments made by and any capital held by the Fund are available to satisfy all liabilities and other obligations of the Fund, as applicable. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and may not be limited to any particular asset, such as the investment giving rise to the liability.

The Fund Borrows Money, Which Magnifies the Potential for Gain or Loss on Amounts and May Increase the Risk of Investing With Us.

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 the Credit Facilities (as defined below), have completed term debt securitizations, and have issued or assumed other senior securities, including the Unsecured Notes (as defined below), 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.

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.

As of December 31, 2025, we had approximately $5,507.7 million of outstanding borrowings under our Credit Facilities (as defined below), $4,804.0 million in aggregate principal amount outstanding of unsecured notes comprised of $155 million in aggregate principal amount of our Series A Senior Notes, Tranche B (the “November 2027 Notes”), $124 million in aggregate principal amount of our Series A Senior Notes, Tranche B (the “March 2028 Notes”), $75 million in aggregate principal amount of our Series 2023-B Senior Notes, Tranche A (the “September 2027 Notes”), $250 million in aggregate principal amount of our Series 2023-B Senior Notes, Tranche B (the “September 2028 Notes”), $550 million in aggregate principal amount of our 6.75% notes due in 2029 (the “January 2029 Notes”), $400 million in aggregate principal amount of our 6.25% notes due in 2029 (the “September 2029 Notes”), $750 million aggregate principal amount of 5.45% notes due in 2028 (the “January 2028 Notes”), $500 million aggregate principal amount of 5.95% notes due in 2032 (the “April 2032 Notes”), $400 million aggregate principal amount of 5.30% notes due in 2027 (the “June 2027 Notes”), $500 million aggregate principal amount of 5.85% notes due in 2030 (the “June 2030 Notes”), $600 million aggregate principal amount of 4.90% notes due in 2028 (the “September 2028-1 Notes”), and $500 million aggregate principal amount of 5.45% notes due in 2030 (the “November 2030 Notes”, together with the November 2027 Notes, the March 2028 Notes, the September 2027 Notes, the September 2028 Notes, the January 2029 Notes, the September 2029 Notes, the January 2028 Notes, the April 2032 Notes, the June 2027 Notes, the June 2030 Notes, and the September 2028-1 Notes, the “Unsecured Notes”), $578 million in aggregate principal amount outstanding of the 2023 CLO Refinancing Secured Notes (as defined below), $400 million in aggregate principal amount of the 2024 CLO Secured Notes (as defined below), $850 million in aggregate principal amount of the 2025 CLO Secured Debt (as defined below) and $850 million in aggregate principal amount of the 2025-4 CLO Secured Notes (as defined below). We use interest rate swaps to mitigate interest rate risk associated with our Unsecured Notes. Under the interest rate swap agreements, we receive a fixed interest rate and pay a floating interest rate. The weighted average stated interest rate on our principal amount of outstanding indebtedness as of December 31, 2025 was 5.96% (including deferred financing costs, deferred issuance costs, original issue discounts and unused fees). We intend to continue borrowing under the Credit Facilities in the future and we may increase the size of the Credit Facilities or issue additional debt securities or other evidences of indebtedness (although there can be no assurance that we will be successful in doing so). 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 Adviser’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 (i.e., 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).

The Credit Facilities, the Unsecured Notes and debt securitization issuances impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC. A failure to renew the Credit Facilities or to add new or replacement debt facilities or to issue additional debt securities or other evidences of indebtedness could have a material adverse effect on our business, financial condition and results of operations.

The following table illustrates the effect on return to a holder of our Common Shares of the leverage created by our use of borrowing at the weighted average stated interest rate of 5.96% (including deferred financing costs, deferred issuance costs, original issue discounts and unused fees) as of December 31, 2025, together with (a) our total value of net assets as of December 31, 2025; (b) approximately $12,989.7 million in aggregate principal amount of indebtedness outstanding as of December 31, 2025 and (c) hypothetical annual returns on our portfolio of minus 10% to plus 10%.


	Assumed Return on Portfolio (Net of Expenses) (1)
	-10%			-5%			0%			5%			10%
Corresponding Return to Common Shareholders (2)		(27.37	)%		(16.80	)%		(6.22	)%		4.35	%		14.93	%

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of December 31, 2025. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2025.

(2)

In order to compute the “Corresponding Return to Common Shareholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets at December 31, 2025 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average stated interest rate of 5.96% by the approximately $12,989.7 million of principal debt outstanding) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2025 to determine the “Corresponding Return to Common Shareholders.”

Based on our outstanding indebtedness of $12,989.7 million as of December 31, 2025 and the effective weighted average annual interest rate of 5.96% as of that date (including deferred financing costs, deferred issuance costs, original issue discounts and unused fees), our investment portfolio would have been required to experience an annual return of at least 3.05% to cover annual interest payments on the outstanding debt.

There Can be No Assurance the Fund Will be Able to Obtain Leverage.

The Fund has sought 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 Fund will be able to obtain indebtedness at all or to the desired degree or that indebtedness will be accessible by the Fund at any time or in connection with any particular investment. If indebtedness is available to the Fund, there can be no assurance that such indebtedness will be available in the desired amount or on terms favorable to the Fund 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 Fund to fluctuate over the Fund’s life. Furthermore, the Fund 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 Fund to leverage its investments may be collateralized by other assets of the Fund.

The Fund has incurred and expects in the future that it will continue to incur indebtedness collateralized by the Fund’s assets. As a BDC, with certain limited exceptions, the Fund will only be permitted to borrow amounts such that the Fund’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 Fund is unable to obtain and maintain the desired amount of borrowings on favorable terms, the Adviser may seek to realize the Fund’s investments earlier than originally expected.

The Fund is Subject to Risks Relating to the Availability of Asset-Based Leverage.

The Fund has utilized and expects to continue to utilize asset-based leverage in acquiring investments on a

deal-by-deal

basis. However, there can be no assurance that the Fund 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 Fund 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 Fund to fluctuate over its life. For example, if leverage is obtained later in the Fund’s life, the Fund may immediately deploy such leverage in order to achieve the desired borrowing ratio, which may involve making distributions of borrowed funds. If the Fund is unable to, or not expected to be able to, obtain indebtedness in connection with a particular investment, the Fund 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 Fund to make investments, could adversely affect the returns of the Fund 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 Fund to participate in certain investments or the amount of the Fund’s participation in certain investments.

The Fund is Subject to Risks Relating to Use of Leverage.

The Fund has sought and will continue to seek to employ direct or indirect leverage in a variety of forms, including through borrowings, derivatives, and other financial instruments as part of its investment program, which leverage has been and is expected to be secured by the Fund’s assets. The greater the total leverage of the Fund relative to its assets, the greater the risk of loss and possibility of gain due to changes in the values of its investments. The extent to which the Fund uses leverage may have other significant consequences to shareholders, including, the following: (i) greater fluctuations in the net assets of the Fund; (ii) use of cash flow (including capital contributions) for debt service and related costs and expenses, rather than for additional investments, distributions, or other purposes; (iii) to the extent that the Fund’s cash proceeds are required to meet principal payments, the shareholders may be allocated income (and therefore incur tax liability) in excess of cash available for distribution; (iv) in certain circumstances the Fund may be required to harvest investments prematurely or in unfavorable market conditions to service its debt obligations, and in such circumstances the recovery the Fund receives from such harvests may be significantly diminished as compared to the Fund’s expected return on such investments; (v) limitation on the Fund’s flexibility to make distributions to shareholders or result in the sale of assets that are pledged to secure the indebtedness; (vi) increased interest expense if interest rate levels were to increase significantly; (vii) during the term of any borrowing, the Fund’s returns may be materially reduced by increased costs attributable to regulatory changes; and (viii) banks and dealers that provide financing to the Fund may apply discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can also be no assurance that the Fund will have sufficient cash flow or be able to liquidate sufficient assets to meet its debt service obligations. As a result, the Fund’s exposure to losses, including a potential loss of principal, as a result of which shareholders could potentially lose all or a portion of their investments in the Fund, may be increased due to the use of leverage and the illiquidity of the investments generally. Similar risks and consequences apply with respect to indebtedness related to a particular asset or portfolio of assets.

To the extent that the Fund enters into multiple financing arrangements, such arrangements may contain cross-default provisions that could magnify the effect of a default. If a cross-default provision were exercised, this could result in a substantial loss for the Fund.

As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. In addition, while any senior securities remain outstanding, we are required to make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations and investment activities. Moreover, our ability to make distributions to you may be significantly restricted or we may not be able to make any such distributions whatsoever. The amount of leverage that we employ is subject to oversight by our Board, a majority of whom are Independent Trustees with no material interests in such transactions.

Although borrowings by the Fund have the potential to enhance overall returns that exceed the Fund’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. In addition, borrowings by the Fund may be secured by the shareholders’ investments as well as by the Fund’s assets and the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such borrowing.

The Fund is Subject to Risks Relating to Seller Financing.

The Fund may utilize seller financing (

i.e.

, make investments that are financed, in whole or in part, by the Fund 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 Fund is able to obtain seller financing in connection with a particular investment, the Fund may seek to employ more leverage than would otherwise be the case in the absence of such seller financing. While the Fund’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.

The Fund is Subject to Risks Relating to Obtaining a Rating from One or More Credit Rating Agencies.

The Fund has applied and may continue to apply to one or more credit rating agencies to rate the Fund and/or its assets in order to provide the Fund access to different sources of indebtedness or capital as well as to help meet the Fund’s risk/return objectives, its overall target indebtedness ratio or other considerations as determined by the Adviser. In connection with such rating or ratings, the credit rating agency or credit rating agencies may review and analyze the Fund’s counterparties, the Adviser, the Administrator, the investments and expected investments of the Fund, the legal structure of the Fund, the historical and current shareholders and Fund performance data. There can be no assurance that the Fund will apply for any additional rating or ratings, that a credit rating agency will provide a rating or that such a rating will be beneficial to the Fund. In addition, when making investment decisions for the Fund (including establishing the Fund’s investment portfolio), the Adviser may consider the implications of the investment portfolio on a credit rating agency or credit rating agencies’ rating or ratings of the Fund and tailor the Fund’s investment portfolio taking into account such considerations. There is a risk that a rating agency could incorrectly rate, or downgrade ratings which could have a material effect on the Fund, including its assets and its ability to acquire indebtedness.

The Adviser May be Required to Expedite Investment Decisions.

Investment analyses and decisions by the Adviser may be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may

adversely affect an investment. In addition, the Adviser may rely upon independent consultants and other sources in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants or other sources or to the Fund’s right of recourse against them in the event errors or omissions do occur.

The Fund is Subject to Risks Relating to Insurance.

HPS and/or the Adviser have purchased and are maintaining an omnibus insurance policy which include coverage in respect of the Fund and one or more other clients of the Adviser and its affiliates, including certain of their respective indemnified persons (which omnibus insurance policy or policies may provide coverage to the Adviser and such indemnified persons for events unrelated to the Fund). The

pro rata

portion of the premiums for such shared insurance policies generally will be borne by the Fund, and such shared insurance policies are expected to have overall caps on coverage. To the extent an insurable event results in claims in excess of such a cap, the Fund may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party. 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 Fund experiences an insurable loss after such event, the Fund’s receipts from such insurance policy may also be diminished. Insurance policies covering the Fund may provide insurance coverage to indemnified persons for conduct that would not be covered by indemnification. In addition, the Fund may need to initiate litigation in order to collect from an insurance provider, which may be lengthy and expensive for the Fund and which ultimately may not result in a financial award.

While HPS and the Adviser expect to allocate insurance expenses in a manner they determine to be fair and equitable, taking into account any factors they deem relevant to the allocation of such expenses, because of the uncertainty of whether claims will arise in the future and the timing and the amount that may be involved in any such claim, the determination of how to allocate such expenses may require HPS and the Adviser to take into consideration facts and circumstances that are subjective in nature. It is unlikely that HPS or the Adviser will be able to accurately allocate the expenses of any such insurance policies based on the actual claims related to a particular client, including the Fund.

The Fund is Subject to Risks Relating to Indemnification.

The Fund is required to indemnify the Adviser, the members of the Board and each other person indemnified under the Declaration of Trust and the Bylaws of the Fund (as amended or restated from time to time, the “Bylaws”) for liabilities incurred in connection with the Declaration of Trust, the Bylaws, the Investment Advisory Agreement and the Fund’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 Fund shall not indemnify such persons to the extent liability and losses are the result of, negligence or misconduct in the case of an Interested Trustee, officer, employee, controlling person or agent of the Fund, or gross negligence or willful misconduct in the case of an Independent Trustee. Subject to the limits on indemnification under Section 17(i) of the 1940 Act, the Investment Advisory Agreement provides that the Adviser shall not be protected against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith, misconduct, negligence or gross negligence on the Adviser’s part in the performance of its duties or by reason of the reckless disregard of its duties and obligations, or by reason of the Adviser’s violation of the fiduciary duty owed by the Adviser to the Fund and its shareholders. The Fund also indemnifies certain service providers, including the Administrator and the Fund’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 Fund would be payable from the assets of the Fund. 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 Fund may bear significant financial losses even where such losses were caused by the negligence or other conduct of such indemnified persons.

The Fund is Subject to Risks Relating to Certain Proceedings and Investigations.

The Adviser and its affiliates and/or the Fund may be subject to claims (or threats of claims), and governmental investigations,

examinations, requests for information, audits, inquiries, subpoenas and other regulatory or civil proceedings. The outcome of any investigation, action or proceeding may materially adversely affect the value of the Fund, including by virtue of reputational damage to the Adviser and may be impossible to anticipate. Any such investigation, action or proceeding may continue without resolution for long periods of time and may consume substantial amounts of the Adviser’s time and attention, and that time and the devotion of these resources to any investigation, action or proceeding may, at times, be disproportionate to the amounts at stake in such investigation, action or proceeding. The unfavorable resolution of such items could result in criminal or civil liability, fines, settlements, charges, penalties or other monetary or

non-monetary

remedies or sanctions that could negatively impact the Adviser, its affiliates and/or the Fund. In addition, such actions and proceedings may involve claims of strict liability or similar risks against the Fund in certain jurisdictions or in connection with certain types of activities. In some cases, the expense of such investigations, actions or proceedings and paying any amounts pursuant to settlements or judgments would be borne by the Fund.

The Fund is Not Registered as an Investment Company Under the 1940 Act.

While the Fund 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 registration statement. Any representation to the contrary is a criminal offense.

The Fund is Subject to Risks Relating to Portfolio Valuation.

The Adviser, subject at all times to the oversight of the Board, determines the valuation of the Fund’s investments. It is expected that the Adviser will have a limited ability to obtain accurate market quotations for purposes of valuing most of the Fund’s investments, which may require the Adviser to estimate, in accordance with valuation policies established by the Board, the value of the Fund’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 Fund from time to time and other factors, the liquidation values of the Fund’s investments may differ significantly from the interim valuations of these investments derived from the valuation methods described herein. If the Adviser’s valuation should prove to be incorrect, the stated value of the Fund’s investments could be adversely affected. Absent bad faith or manifest error, valuation determinations of the Adviser will be conclusive and binding on the shareholders.

Valuation of the types of assets in which the Fund invests are inherently subjective. In addition, the Adviser may have an interest in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases, the Fund may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Adviser may continue to place a favorable valuation on such investment due to the Adviser’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 (

e.g.

, bankruptcy or partial sale) which establishes an objective basis for such revised valuation. In these circumstances, the Adviser 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 Adviser.

In addition, the Adviser 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 Adviser’s knowledge of the investment, the valuation agent may defer to the Adviser’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 Fund.

The Fund is Subject to Risks Relating to Rights Against Third Parties, Including Third-Party Service Providers.

The Fund is reliant on the performance of third-party service providers, including the Adviser, 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 registration statement and the Fund’s other publicly available reports. The Fund 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 Fund. Each shareholder’s contractual relationship in respect of its investment in Common Shares of the Fund is with the Fund 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 Adviser and/or Administrator to enforce the Fund’s rights against Service Providers. In certain circumstances, which are generally not expected to prevail, shareholders may have limited rights to enforce the Fund’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 Fund and decisions regarding the selection of Service Providers. Rather, the Adviser and/or Administrator will select the Fund’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 Adviser and/or Administrator to select and compensate Service Providers and to make investments and manage and dispose of investments.

The Adviser and Administrator will have an incentive to contract certain services to third parties due to a number of factors, including because the fees, costs and expenses of such service providers will be borne by the Fund as Fund expenses and will reduce the Adviser’s and/or Administrator’s internal overhead and compensation and benefits costs for employees who might otherwise perform such services. Moreover, the involvement of service providers may present a number of risks due to, among other factors, the Adviser’s and/or Administrator’s reduced control over the functions that are contracted. There can be no assurances that the Adviser and/or Administrator, through conducting oversight of the service providers, will be able to identify, prevent or mitigate the risks of engaging service providers. The Fund may suffer adverse consequences from actions, errors or failures to act by such third parties, and will have obligations, including indemnity obligations, toward and limited recourse against them as discussed above.

In certain circumstances, service providers may

sub-delegate

particular duties to additional third-party service providers, and there is no guarantee that the Adviser and/or Administrator will have consent rights to such

sub-delegation

in all cases. Such

sub-delegation

of services by service providers exacerbates the risks described above as none of the Adviser, the Administrator or the Fund would be in contractual privity with

sub-delegates.

Further, the Fund’s investors, the Adviser, the Administrator and the Fund will have to rely on the service providers for appropriate selection and oversight of such

sub-delegates.

Contracting certain services may not occur uniformly for the Fund and other clients of the Adviser and/or its affiliates, and the expenses that may be borne by such vehicles and accounts vary. Accordingly, certain costs may be incurred by (or allocated to) the Fund through the use of third-party service providers that are not incurred by (or allocated to) certain other clients of the Adviser and/or its affiliates for similar services.

The Fund is Subject to Risks Relating to Lack of Diversification.

The Fund is classified as a

non-diversified

investment company within the meaning of the 1940 Act, which means that the Fund is not limited by the 1940 Act with respect to the proportion of its assets that it may invest in securities of a single issuer. To the extent that the Fund assumes large positions in the securities of a small number of issuers, its net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements applicable to the Fund as a RIC under the Code, the Fund does not have fixed

guidelines for diversification, and its investments could be concentrated in relatively few portfolio companies. Although the Fund is classified as a

non-diversified

investment company within the meaning of the 1940 Act, it maintains the flexibility to operate as a diversified investment company. To the extent that the Fund operates as a

non-diversified

investment company, it may be subject to greater risk.

The Fund does not have fixed guidelines for diversification by industry or type of security, and investments may be concentrated in only a few industries or types of securities. Further, if the expected amount of leverage is not obtained or deployed, the Fund may be more concentrated in an investment than originally anticipated. As a result, the Fund’s investments may be concentrated and the poor performance of a single investment may have pronounced negative consequences to the Fund and the aggregate returns realized by the shareholders. Additionally, a downturn in any particular industry in which the Fund is invested could significantly affect the Fund’s aggregate returns. Further, any industry in which the Fund is meaningfully concentrated at any given time could be subject to significant risks that could adversely impact the Fund’s aggregate returns. For example, as of December 31, 2025, the Fund’s investments in software represented 18.8% of the Fund’s portfolio at fair value. The Fund’s investments in software are subject to substantial risks, including, but not limited to, intense competition, changing technology, shifting user needs, frequent introductions of new products and services, competitors in different industries ranging from large established companies to emerging startups, decreasing average selling prices of products and services resulting from rapid technological changes, cybersecurity risks and cyber incidents and various legal and regulatory risks. In addition, as of December 31, 2025, the Fund’s investments in health care providers & services represented 12.5% of our portfolio at fair value. The U.S. healthcare industry is heavily regulated and the Fund’s investments in healthcare providers and services are subject to a variety of risks, including, but not limited to, additional or changing government regulations that could increase compliance and other costs of doing business, which may impact the business of such portfolio companies.

The Fund is Subject to Risks Relating to Consultation with Sourcing and Operating Partners.

In certain circumstances, sourcing and operating partners may be aware of and consulted in advance in relation to certain investments made by the Fund. 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 Fund or competitive with the Fund. In particular, sourcing and operating partners may use information available to them as sourcing and operating partners of HPS or its affiliates in a manner that conflicts with the interests of the Fund. Except in limited circumstances, the sourcing and operating partners are generally not obligated to account to HPS or its affiliates for any profits or income earned or derived from their activities or businesses or inform HPS or its affiliates of any business opportunity that may be appropriate for the Fund.

The Fund is Subject to Risks Relating to the Timing of Realization of Investments.

The Adviser, in its discretion, may seek to realize the Fund’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 the Adviser, HPS or certain of their affiliates (collectively “Other HPS 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 Adviser and verified by one or more third-party valuation agents. The Adviser may seek such realizations in order to support the Fund’s target risk/return profile with respect to the Fund’s unrealized investments, taking into account such factors as the Fund’s expense ratio relative to such assets and the availability of, or repayment obligations with respect to, any credit facilities.

The Fund May be Required to Disclose Information Regarding Shareholders.

The Fund, the Adviser 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 Fund and the shareholders, including investments held directly or indirectly by the Fund 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 Fund 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 Fund, the Adviser or any of their affiliates, Service Providers or agents, may be prohibited from disclosing to any shareholder that any such disclosure has been made.

The Fund is Subject to Operational Risks.

The Fund is subject to operational risk, including the possibility that errors may be made by the Adviser or its affiliates and Service Providers in certain transactions, calculations or valuations on behalf of, or otherwise relating to, the Fund. Shareholders may not be notified of the occurrence of an error or the resolution of any error. Generally, the Adviser, its affiliates and Service Providers will not be held accountable for such errors, and the Fund may bear losses resulting from such errors.

The Fund is Subject to Risks Relating to Exposure to Material

Non-Public

Information.

HPS conducts a broad range of private and public debt investment businesses generally without internal information barriers in the ordinary course. As a result, from time to time, HPS (in its capacity as investment manager of investment vehicles, funds or accounts or in connection with investment activities on its own behalf) receives material

non-public

information with respect to issuers of publicly-traded securities or other securities in connection with, among other examples, acquisitions, refinancings, restructurings of such issuers which HPS reviews or participates in, oftentimes unrelated to its affiliate’s management of the Fund. In such circumstances, the Fund may be prohibited, by law, contract or by virtue of HPS’s policies and procedures, from (i) selling all or a portion of a position in such issuer, thereby potentially incurring trading losses as a result, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer.

The Fund is Subject to Risks Relating to Technology Systems.

The Fund depends on the Adviser and HPS to develop and implement appropriate systems for its activities. The Fund may rely on computer programs to evaluate certain securities and other investments, to monitor the Fund’s 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 Fund’s activities. In addition, certain of the Fund’s and the Adviser’s operations interface with or depend on systems operated by third parties, including loan servicers, custodians and administrators, and the Adviser and HPS may not always be in a position to verify the risks or reliability of such third-party systems, including the use of artificial intelligence capabilities. For example, the Fund and the Adviser 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 Fund’s ability to monitor its investment portfolio and its risks. Any such defect or failure could cause the Fund to suffer financial loss, disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage.

The Fund is Subject to Risks Relating to Cybersecurity.

The Fund, the Adviser 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 Fund’s ability to calculate net asset value or impeding or sabotaging the investment process. The Fund 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 Fund and the Adviser to civil liability as well as regulatory inquiry and/or action (and the Adviser may be indemnified by the Fund in connection with any such liability, inquiry or action). In addition, any such breach could cause substantial withdrawals from the Fund. Shareholders could also be exposed to losses resulting from unauthorized use of their personal information.

Moreover, the increased use of mobile and cloud technologies 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.

While the Adviser and HPS have 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 (including any ongoing breaches) have not been identified. Similar types of cybersecurity risks also are present for portfolio companies in which the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investments in such portfolio companies to lose value.

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 Fund or the Adviser or certain of their affiliates, fail to comply with the relevant and increasing laws and regulations, the Fund could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

Further, the potential utilization of artificial intelligence, machine learning technology, data analytics or similar technology (collectively, “AI Tools”) as described further below, may expose investors to enhanced cybersecurity and data privacy risks, including risks that cannot yet be predicted given the rapid development of such technologies and uncertain legal and regulatory climate. Similar types of cybersecurity risks also are present for portfolio companies in which the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investments in such portfolio companies to lose value.

The Fund is Subject to Risks Associated with Use of Artificial Intelligence and Machine Learning Technology

. From time to time, the Adviser and/or its affiliates, the Fund, the Board, and their service providers may utilize AI Tools in connection with their business activities, including management and review of the Fund and the Fund’s investment portfolio. There are significant risks involved in utilizing AI Tools and no assurance can be provided that the usage of such AI Tools will enhance the Fund’s portfolio or assist the Fund or its investments in being more efficient or profitable. For example, certain AI Tools may utilize historical market or sector data in their analytics. To the extent that such historical data are not indicative of the current or future

conditions in the applicable market or sector, or the AI Tools fail to filter biases in the underlying data or collection methods, the usage of AI Tools may lead the Adviser and/or its affiliates, and their service providers, to make determinations on behalf of the Fund, including potential investment decisions, that have an adverse effect on the Fund’s investments. Similarly, AI Tools are 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 Tools utilize 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 Tools. While AI Tools may improve the efficiency of data analytics and reduce investment costs, there is no assurance that returns from investments utilizing AI Tools will be higher than they would be if investment decisions were made solely using human analytics or that the expenses related to AI Tools directly or indirectly borne by the Fund will outweigh such reduced investment costs or outweigh such risks. AI Tools may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data), which may adversely impact the markets in which the Fund invests, and in turn, the Fund’s investments. In addition, the Adviser, its affiliates, the Fund, and the Board (as applicable) will not be in a position to control the manner in which service providers utilize AI Tools. The foregoing risks with respect to AI Tools may similarly apply with respect to the Fund’s portfolio companies. The Adviser, its affiliates, the Fund, and the Board (as applicable) will not be in a position to control the manner in which the portfolio companies or their third-party service providers utilize AI Tools. Further, AI Tools and their 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. AI Tools will likely also be competitive with certain business activities or increase the obsolescence of certain organizations’ products or services, particularly as AI Tools improve. This could also have an adverse impact on the Fund and its portfolio companies, as well as HPS, the Adviser and their affiliates.

In addition, the use of AI Tools may enhance cybersecurity risks and operational and technological risks. The technologies underlying AI Tools and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection and federal equal opportunity laws. As a result, it is not possible to predict all of the legal, operational or technological risks related to the use of AI Tools. Moreover, AI Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of AI Tools may adversely affect the ability of the Adviser, its affiliates, and their respective service providers to use AI Tools to manage the Fund and its investments.

The Fund is Subject to Risks Associated with Technological Innovation.

As technological innovation continues to advance rapidly, it could adversely impact one or more investments of the Fund. Moreover, given the pace of innovation in recent years, the impact of such innovation on a particular investment may not have been foreseeable at the time the Fund made the investment. Furthermore, in making investment decisions, the Fund could factor in views about the direction or degree of innovation that prove inaccurate and lead to losses.

The Fund is Subject to Risks Associated with Sourcing, Operating or Joint Venture Partners.

HPS 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. Where such a partner is engaged, the Adviser may not have the opportunity to diligence the individual investments in which the Fund participates and, instead, will be relying on its contractual relationship with, and ongoing diligence of, the sourcing or joint venture partner whose interests may differ from those of the Fund. In certain circumstances, the Adviser may commit to invest in a

pre-agreed

amount of investments negotiated by the sourcing partner and/or joint venture partner and/or the Adviser may commit to invest in one or more transactions for which the sourcing partner and/or joint venture partner led the due diligence and negotiation processes and the Adviser may not be given an opportunity (or given only a limited opportunity) to perform due diligence and participate in negotiation of transactional terms. Shareholders should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Fund or the shareholders.

The Fund 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 Fund 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 Fund. The expenses of sourcing, operating and joint venture partners may be substantial. In certain circumstances, the Fund or a portfolio company in which the Fund invests may pay fees to sourcing, operating and/or joint venture partners in consideration for services, including where the Adviser 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 the shareholders. In certain cases, the Adviser or its affiliates may have an ownership interest in one or more sourcing partners, in order to incentivize such sourcing partners to direct the deal flow to the Adviser and/or its affiliates or otherwise, and therefore may indirectly benefit from the compensation received from the Fund by such sourcing partners. The Fund’s share of such fees will not offset or otherwise reduce the management fees payable by the Fund’s investors. In all circumstances, fees received by the Adviser will be consistent with applicable laws. The existence of any such fees may result in the Fund paying fees twice, once to the Adviser in the form of management fees and once to the sourcing, operating or joint venture partners to service or manage the same assets.

Sourcing, operating and/or joint venture partners may invest in the Fund. Joint venture investments involve various risks, including the risk that the Fund will not be able to implement investment decisions or exit strategies because of limitations on the Fund’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 Fund, the risk that a joint venture partner may be in a position to take action contrary to the Fund’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 Fund’s

pre-tax

returns. In addition, the Fund 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 Fund, 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.

Investors should be aware that sourcing, operating and joint venture partners are not expected to owe any fiduciary duties to the Fund or its investors.

The Fund is Subject to Risks Relating to Electronic Delivery of Certain Documents.

The shareholders will be deemed to consent to electronic delivery or posting to the Administrator’s website or other service of: (i) certain closing documents such as the Declaration of Trust, the Bylaws and the Subscription Agreements; (ii) any notices or communications required or contemplated to be delivered to the shareholders by the Fund, the Adviser, or any of their respective affiliates, pursuant to applicable law or regulation; (iii) certain

tax-related

information and documents; and (iv) drawdown notices and other 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 Adviser 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 “

– Technology Systems”

and

“Cybersecurity

” above.

The Fund is Subject to Risks Relating to Handling of Mail.

Mail addressed to the Fund and received at its registered office will be forwarded unopened to the forwarding address supplied by the Fund to be processed.

None of the Fund, the Adviser 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.

The Fund is Subject to General Credit Risks

The Fund 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 Fund’s investments. In the event of foreclosure, the Fund 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 Fund. 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 Fund. 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 Fund’s rights.

The Prices of the Fund’s Investments Can be Volatile

The prices of the Fund’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 Fund’s returns.

The Fund is Subject to Risks Relating to Syndication and/or Transfer of Investments

The Fund, directly or through the use of one or more subsidiary investment vehicles, may originate and/or purchase certain debt assets, including ancillary equity assets (“Assets”). The Fund 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 Fund 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 Fund will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Fund 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 Fund owning a greater interest therein than anticipated.

The Fund May Need to Raise Additional Capital

The Fund may need additional capital to fund new investments and grow its portfolio of investments once it has fully invested the net proceeds of the offering. Unfavorable economic conditions could increase the Fund’s funding costs or limit its access to the capital. A reduction in the availability of new capital could limit the Fund’s ability to grow. In addition, the Fund 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 Fund’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.

The Fund is Subject to Counterparty Risks

To the extent that contracts for investment will be entered into between the Fund and a market counterparty as principal (and not as agent), the Fund 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 Fund. The Fund may have a limited number of potential counterparties for certain of its investments, which may significantly impair the Fund’s ability to reduce its exposure to counterparty risk. In addition, difficulty reaching an agreement with any single counterparty could limit or eliminate the Fund’s ability to execute such investments altogether. Because certain purchases, sales, hedging, financing arrangements and other instruments in which the Fund will engage are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Fund is subject to the risk that a counterparty will not perform its obligations

under the related contracts. Although the Fund intends to pursue available remedies under any such contracts, there can be no assurance that a counterparty will not default and that the Fund will not sustain a loss on a transaction as a result.

The Fund is Dependent on Key Personnel

The Fund depends on the continued services of its Investment Team and other key management personnel. If the Fund were to lose any of these officers or other management personnel, such a loss could result in operating inefficiencies and lost business opportunities, which could have a negative effect on the Fund’s operating performance. Further, we do not intend to separately maintain key person life insurance on any of these individuals.

Investors May be Required to Return Distributions to Satisfy Unpaid Debts of the Fund

Under Delaware law, Shareholders could, under certain circumstances, be required to return distributions made by the Fund to satisfy unpaid debts of the Fund that were in existence at the time the distributions were made.

The Board May Make Certain Changes in the Fund’s Investment Objective, Operating Policies or Strategies Without Prior Notice or Investor Approval.

The Fund’s Board has the authority to change the Fund’s investment objective or modify or waive certain of the Fund’s operating policies and strategies without prior notice (except as required by the 1940 Act) and without investor approval. However, absent investor approval, the Fund 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 Fund also cannot be dissolved without prior investor approval. The Fund 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 Fund’s business and impact its ability to make distributions.

The Board May Make Certain Changes to the Fund’s Declaration of Trust Without Prior Investor Approval.

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.

The Fund is Subject to Risks Relating to Allocation of Investment Opportunities and Related Conflicts.

The Fund 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 Fund’s outstanding voting securities is an affiliate of the Fund for purposes of the 1940 Act, and the Fund 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 Fund’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval, in certain cases, of the Independent Trustees and, in certain other cases, the SEC. If a person acquires more than 25% of the Fund’s voting securities, the Fund 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 Fund’s ability to transact business with the Fund’s officers or Trustees or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Fund and other funds and accounts managed by HPS or its affiliates. Most importantly, the Fund generally is prohibited from

co-investing

with Other HPS Investors or affiliates of the Adviser in loans and financings originated by HPS and/or its affiliates except for pursuant to the

co-investment

exemptive relief granted by the SEC which delineates the requirements the Adviser must comply with for the Fund to invest with Other HPS Investors.

Any such

co-investments

are subject to certain conditions, including that the Adviser and its affiliates managing other funds and accounts participating in

co-investment

transactions will seek to allocate such

transactions for all of the participating investment accounts, including the Fund, on a fair and equitable basis, in accordance with their respective allocation policies, and the other applicable conditions of the

co-investment

exemptive relief. 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 certain

co-investment

transactions (e.g., in the case of

follow-on

investments in an existing issuer in which affiliates, but not the Fund, have an existing investment, and non-

pro rata

follow-on

investments in, and dispositions of, securities of an existing issuer), including that: (i) the terms of the proposed transaction are reasonable and fair to the Fund and its shareholders and do not involve overreaching in respect of the Fund or its shareholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of the Fund’s shareholders and is consistent with the Fund’s then-current investment objectives and strategies.

As a result of the relief, there could be significant overlap in the Fund’s investment portfolio and the investment portfolios of Other HPS Investors, including, in some cases, proprietary accounts of HPS or its affiliates. Because investments are allocated across multiple Other HPS Investors, the Fund will at times receive a lower allocation to an investment than desired; likewise, the Fund may also be limited in the degree to which it is able to participate in selling opportunities that it may otherwise wish to pursue due to allocations, including

non-pro

rata allocations, to Other HPS Investors.

If the Adviser identifies a

co-investment

opportunity and the Fund is unable to rely on the

co-investment

relief or other

no-action

positions of the SEC staff for that particular

co-investment

opportunity, the Adviser will be required to determine which of its and its affiliates’ accounts should make the investment at the potential exclusion of other accounts. In such circumstances, the Adviser will adhere to firm-wide investment allocation policies in order to determine the account to which to allocate investment opportunities. Accordingly, it is possible that the Fund may not be given the opportunity to participate in investments made by other accounts.

The Fund is Subject to Risks Relating to Distributions.

The Fund intends to pay monthly distributions to shareholders out of assets legally available for distribution. The Fund 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 Fund 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 Fund 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 Fund is unable to satisfy the asset coverage test applicable to it as a BDC, or if the Fund 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 Fund’s Board and will depend on the Fund’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 Fund pays to investors in a year may exceed the Fund’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.

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 Fund and the information about the specific tax characteristics of the Fund’s distributions provided to investors after the end of each calendar year, and should not assume that the source of any distribution is the Fund’s net ordinary income or capital gains. To the extent that the Fund’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.

The Board Has the Discretion to Not Repurchase Common Shares and to Suspend the Share Repurchase Program.

Our Board has adopted a share repurchase program, which the Board may amend or suspend at any

time in its discretion. You may not be able to sell your shares at all in the event our Board amends or suspends the share repurchase program, absent a liquidity event, and 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. If less than the full amount of Common Shares requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated

pro rata

based on the total number of Common Shares being repurchased without regard to class. 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.

The Timing of Repurchase May be Disadvantageous.

In the event a shareholder chooses to participate in our share repurchase program, the shareholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share of the class of shares being repurchased will be on the repurchase date. Although a shareholder will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent a shareholder seeks to sell shares to us as part of our periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of our shares will be on the repurchase date.

Investing in Large Private U.S. Borrowers May Limit Our Ability to Achieve High Growth Rates During Times of Economic Expansion.

Investing in originated assets made to large private U.S. borrowers may result in our underperforming other segments of the market, particularly during times of economic expansion, because large private U.S. borrowers may be less responsive to competitive challenges and opportunities in the financial markets. As a result, our value may not rise at the same rate, if at all, as other funds that invest in smaller market capitalization companies that are more capable of responding to economic and industrial changes.

The Fund Faces Risks Associated With the Deployment of Capital.

In light of the nature of our continuous offering as well as ongoing and 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 the Fund has difficulty identifying investments on attractive terms, there could be a delay between the time it receives net proceeds from the sale of Common Shares in the offering or any private offering and the time the Fund invests the net proceeds. The Fund’s proportion of privately-negotiated investments may be lower than expected. The Fund may also from time to time hold cash pending deployment into investments or have less than its targeted leverage, which cash or shortfall in target leverage may at times be significant, particularly at times when it is 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 the Fund’s shareholders that may be invested in money market accounts or other similar temporary investments.

In the event the Fund is 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 the Fund’s ability to pay regular distributions of cash flow from operations to shareholders. Significant and rapid inflows of capital from large investors (including institutional accounts, feeder funds and model portfolio programs) could exacerbate such capital deployment and other risks. 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 the Fund fails to timely invest the net proceeds of sales of Common Shares or does not deploy sufficient capital to meet its targeted leverage, its results of operations and financial condition may be adversely affected.

Transactions Denominated in Foreign Currencies Subject Us to Foreign Currency Risks.

We hold assets and have made borrowings denominated in foreign currencies including British Pounds Sterling, Euros, Canadian Dollars and Australian Dollars, and may acquire assets or make borrowings denominated in other foreign currencies, which exposes us to foreign currency risk. As a result, a change in foreign currency exchange rates

may have an adverse impact on the valuation of our assets or liabilities, as well as our income and cash flows. As a result of foreign currency fluctuations, the value of our liabilities and expenses may increase or the value of our assets and income may decrease due to factors outside of our control, which can have a negative effect on our net asset value and cash available for distribution. Any such changes in foreign currency exchange rates may impact the measurement of such assets or liabilities for purposes of maintaining RIC tax treatment or the requirements under the 1940 Act. We may seek to hedge against currency exchange rate fluctuations by borrowing in foreign currencies or by using financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act, but there is no guarantee such efforts will be successful and such hedging strategies create additional costs.

The Fund’s Investments in Foreign Companies or Investments Denominated in Foreign Currencies May Involve Significant Risks in Addition to the Risks Inherent in U.S. and U.S.

Dollar Denominated Investments.

Our investment strategy contemplates potential investments in foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

The Capital Markets May Experience Periods of Disruption and Instability. Such Market Conditions May Materially and Adversely Affect Debt and Equity Capital Markets, Which May Have a Negative Impact on Our Business and Operations.

From time to time, capital markets may experience periods of disruption and instability. Such disruptions may result in, amongst other things, write-offs, the

re-pricing

of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. There can be no assurance these market conditions will not occur or worsen in the future, including as a result of the Russia-Ukraine war and conflicts in Iran and other parts of the Middle East, health epidemics and pandemics, rising interest rates or renewed inflationary pressure.

Equity capital may be difficult to raise during such periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional Common Shares at a price less than net asset value without first obtaining approval for such issuance from our shareholders and our Independent Trustees.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. Such conditions could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost, including as a result of the current interest rate environment, and on less favorable terms and conditions than what we have historically experienced. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).

Significant changes in the capital markets may adversely affect the pace of our investment activity and economic activity generally. The illiquidity of our investments may make it difficult for us to sell such

investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

The Fund is Exposed to Risks Associated With Changes in Interest Rates, Including the Current Elevated Interest Rate Environment.

General interest rate fluctuations may have a substantial negative impact on our investments and our investment returns and, accordingly, may have a material adverse effect on our investment objective and our net investment income.

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. If interest rates rise, 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. We may take on fixed rate liabilities, such as the Unsecured Notes, 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 Fund’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 Fund’s liabilities with the Fund’s investment portfolio. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. 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.

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 distributions at a level that provides a similar return, which could reduce the value of our Common Shares.

The Fund is Subject to Risks Relating to Volatility in the Banking Sector.

If the banking institutions used by the Fund fail or are impacted by such volatility, such events could have a material adverse effect on the Fund and its Shareholders (including loss of capital held at such banking institutions and/or an inability to meet its obligations to other counterparties). A large percentage of the Fund’s assets may be held by a limited number of banking institutions (or even a single banking institution). If a banking institution at which the Fund maintains deposit accounts or securities accounts fails, any cash or other assets in such accounts may be temporarily inaccessible or permanently lost by the Fund. Generally, the Fund would be an unsecured creditor with respect to cash balances in excess of $250,000 held at a single banking institution insured by the FDIC, and therefore the Fund may not ultimately recover any such excess amounts. In addition, FDIC deposit insurance does not extend to certain other assets held by a banking institution (e.g., bond investments, U.S. Treasury bills or notes).

If a banking institution that provides all or a part of a credit facility, other borrowings and/or other services to the Fund fails, the Fund could be unable to draw funds under such credit facilities and may not be able to obtain replacement credit facilities or other services from other lending institutions with similar terms. If the Fund’s credit facilities and accounts are provided by the same banking institution, and such banking institution fails, the Fund could face significant difficulties in funding any near-term obligations it has in respect of its investments or otherwise. Even if the banking institutions used by the Fund remain solvent, continued volatility in the banking sector could cause or intensify an economic recession and make it more difficult for the Fund to obtain or refinance its credit facilities and other indebtedness at all or on as favorable terms as could otherwise have been obtained.

Similarly, the banking institutions that the portfolio companies in which the Fund may invest have depositor or lending arrangements may fail. This would have a material adverse effect on such portfolio companies, the Fund and its Shareholders, including by preventing such portfolio companies from making principal and interest payments or other applicable payments owed with respect to the Fund’s investments. Generally, neither the Adviser nor the Administrator have a meaningful role in selecting the banking institutions used by the portfolio companies in which the Fund invests. Instead, the Adviser and the Administrator generally rely on the management team of the portfolio companies to

select

appropriate banking services.

Risks Relating to the Fund’s Investments

Our investments may be risky and, subject to compliance with our 80% test, there is no limit on the amount of any such investments in which we may invest.

The Fund is Subject to General Risks.

A fundamental risk associated with the Fund’s investment strategy is that the companies in whose debt the Fund invests will be unable to make regular payments (

e.g.

, 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 Adviser 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.

The Fund’s Portfolio Companies May be Highly Leveraged.

The Fund’s 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.

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 Fund’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 Fund’s investment in such portfolio company could be significantly reduced or even eliminated. Where the Fund receives payment in kind or “PIK” interest with respect to an investment, over time such investment’s principal balance will increase, making such investment more highly leveraged.

The Fund is Subject to Risks Relating to Issuer/Borrower Fraud.

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 Fund or its affiliates to perfect or effectuate a lien on the collateral securing the loan. The Fund 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.

The Fund is Subject to Risks Due to its Reliance on Portfolio Company Management.

The Adviser 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 Fund 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 Fund 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 Fund is subject to the risk that a borrower in which it invests may make business decisions with which the Fund 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 Fund. Furthermore, in exercising its investment discretion, the Adviser may in certain circumstances commit funds of the Fund to other entities that will be given a mandate to make certain investments consistent with the Fund’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 Adviser will cease to have such control.

The Fund is Subject to Risks Relating to Environmental Matters.

Ordinary operation or the occurrence of an accident with respect to the portfolio companies in which the Fund invest could cause major environmental damage, which may result in significant financial distress to the Fund’ 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 Fund (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 Fund are 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 Fund to achieve enforcement of such indemnities. See also “

– The Fund is Subject to Risks from Provision of Managerial Assistance and Control Person Liability

” below.

The Value of Certain Portfolio Investments May Not be Readily Determinable

. The Fund expects that many of its 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 will be valued at fair value as determined in good faith by the Adviser, including to reflect significant events affecting the value of the Fund’s investments. Most, if not all, of the Fund’s investments (other than cash and cash equivalents) will be classified as Level 3 assets under Topic 820 of the U.S. Financial Accounting Standards Board’s Accounting Standards Codification, as amended, Fair Value Measurements and Disclosures (“ASC Topic 820”). This means that the Fund’s portfolio valuations will be based on unobservable inputs and the Fund’s assumptions about how market participants would price the asset or liability in question. The Fund expects that inputs into the determination of fair value of portfolio investments will require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The

non-binding

nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. The Fund expects to retain the services of one or more independent service providers to review the valuation of these loans and securities. The types of factors that may be taken into account in determining the fair value of investments generally include, as appropriate, comparison to publicly-traded securities including such factors as yield, maturity and measures of

credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. The Fund’s net asset value could be adversely affected if determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such loans and securities. In addition, the method of calculating the management fee and incentive fee may result in conflicts of interest between the Adviser, on the one hand, and investors on the other hand, with respect to the valuation of investments.

The Fund May Elect Not to or May be Unable to Make

Follow-On

Investments in Portfolio Companies

Following an initial investment in a portfolio company, the Fund may make additional investments in that portfolio company as

“follow-on”

investments, in order to:

•

increase or maintain in whole or in part the Fund’s voting percentage;

•

exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

•

attempt to preserve or enhance the value of the Fund’s investment.

The Fund may elect not to make

follow-on

investments or otherwise lack sufficient funds to make those investments.

The Fund 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 Fund’s initial investment, or may result in a missed opportunity for the Fund to increase its participation in a successful operation. Even if the Fund 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.

The Fund May Be Subject to Risks Due to Not Holding Controlling Equity Interests in Portfolio Companies

. The Fund does not generally intend to take controlling equity positions in the Fund’s portfolio companies. To the extent that the Fund 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 Fund disagrees, and the shareholders and management of such portfolio company may take risks or otherwise act in ways that are adverse to the Fund’s interests. Due to the lack of liquidity for the debt and equity investments that the Fund typically holds in portfolio companies, the Fund 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.

The Fund is Subject to Risks Relating to Defaults by Portfolio Companies

. A portfolio company’s failure to satisfy financial or operating covenants imposed by the Fund 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 Fund holds and the value of any equity securities the Fund owns. The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company.

The Fund is Subject to Risks Relating to Third Party Litigation

The Fund’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 Fund 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 Fund (to the extent not borne by the portfolio companies) and would reduce net assets. The Adviser and others are indemnified in connection with such litigation, subject to certain conditions.

Inflation May Adversely Affect the Business, Results of Operations and Financial Condition of Our Portfolio Companies.

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.

The Fund is Subject to Risks Related to Reliance on Projections.

The Fund may rely upon projections developed by the Adviser concerning an investment’s future performance, outcome and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of the Adviser. 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.

Economic Conditions May Have Adverse Effects on the Fund and the Portfolio Companies.

The Fund and the portfolio companies in which the Fund invests may be adversely affected by deterioration in the financial markets and economic conditions throughout the world, some of which may magnify the risks described herein and have other adverse effects. Deteriorating market conditions could result in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of adverse market conditions cannot be accurately forecast, nor is it known whether or the degree to which such conditions may remain stable or worsen. Deteriorating market conditions and uncertainty regarding economic markets generally could result in declines in the market values of potential investments or declines in the market values of investments after they are acquired by the Fund. Such declines could lead to weakened investment opportunities for the Fund, could prevent the Fund from successfully meeting its investment objective or could require the Fund to dispose of investments at a loss while such unfavorable market conditions prevail. In addition, the investment opportunities of the Fund may be dependent in part upon the consummation of leveraged buyouts and other private equity sponsored transactions, recapitalizations, refinancings, acquisitions and structured transactions. If fewer of these transactions occur than the Adviser expects, there may be limited investment opportunities for the Fund. Periods of prolonged market stability may also adversely affect the investment opportunities available to the Fund.

The Fund is Subject to Risks Relating to Reduced Investment Opportunities.

The Adviser believes that volatility and instability in the credit markets can create significant investment opportunities for the Fund. When the credit markets stabilize, in particular, in the Fund’s target upper middle market sector, there may be reduced investment opportunities for the Fund and/or the Fund may not be able acquire investments on favorable terms. Periods of prolonged market stability may also adversely affect the investment opportunity set available to the Fund.

The Fund is Subject to Risks Relating to Investments in Undervalued Assets.

The Fund 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.

The Fund 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 Fund 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 Fund’s assets would be committed to those assets purchased, thus preventing the Fund from investing in other opportunities. In addition, the Fund may finance such purchases with borrowed funds and thus will have to pay interest on such borrowed amounts during the holding period.

The Fund Operates in a Competitive Debt Environment.

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 Fund’s target investment size and investment type, the Adviser 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 Fund, and thus these competitors may have advantages not shared by the Fund. 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 Fund. 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 Fund, as certain of these competitors have established or are establishing investment vehicles that target the same or similar investments that the Fund intends to purchase.

Over the past several years, many investment funds have been formed with investment objectives similar to those of the Fund, 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 Adviser which may affect the Fund’s ability to participate in attractive investment opportunities and/or cause the Fund to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. The Adviser 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 Fund. The Fund 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.

The Fund is Subject to Risks Relating to Illiquidity of the Fund’s Assets and Distributions In Kind.

The Fund 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 Fund 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 Fund 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 Adviser 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 Fund may not be able to sell assets when the Fund desires to do so or to realize what the Adviser perceives to be the fair value of its assets in the event of a sale. Further, although the Adviser 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 Fund 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 Fund.

The Fund is Subject to Risks Relating to Priority of Repayment of Debt Investments.

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 Fund 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 Fund invests, the Fund 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 Fund 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 Fund. 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 Fund would have been able to achieve in the absence of such other debt.

Even where the senior loans held by the Fund 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 Fund. 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 Fund. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which the Fund has a lien. The Fund invests in second-lien secured debt, which compounds the risks described in this paragraph.

The Fund is Subject to Risks Relating to Certain Guarantees.

The

Fund 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 Fund 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 Fund under such guarantees. Under federal or state fraudulent transfer law, a court may void or otherwise decline to enforce such debt and the Fund would no longer have any claim against such portfolio company or the applicable guarantor. In addition, the court might direct the Fund 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.

The Fund is Subject to Risks Relating to Secured Loans.

Most of the loans held by the Fund are secured. These investments may be subject to the risk that the Fund’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.

The Fund is Subject to Risks Relating to Senior Secured Debt and Unitranche Debt.

When the Fund 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 Fund’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 Fund’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 Fund will receive principal and interest payments according to the investment terms or at all, or that the Fund will be able to collect on the investment should the Fund be forced to enforce its remedies.

From time to time, the Fund may invest in unitranche loans with

“first-out”

and

“last-out”

payment streams (either set up at closing or arranged after closing) (each, a “Retranched Loan”). Each Retranched Loan is generally expected to be documented under a single credit agreement with a single set of security agreements. Retranched Loans effectively create senior and junior loans with so called ‘first out lenders’ (“First Out Lenders”) receiving payments in priority to ‘last out lenders’ (“Last Out Lenders”) under certain circumstances. Interest is typically allocated in a manner which provides the First Out Lenders with an effective lower interest rate than the Last Out Lenders as a result of the lower risk profile in connection with being ‘first out’. In such arrangements, principal is typically allocated

pro rata

as between the First Out Lenders and Last Out Lenders until the occurrence of a trigger event, following which First Out Lenders will rank senior in priority to Last Out Lenders in terms of both interest and principal. In such an event, if the Last Out Lenders are not receiving cash interest payments, they will typically receive payment in kind or “PIK” interest (i.e., an increase to the principal balance of their loans). As a result, if the Fund acquires positions as Last Out Lenders, this would be more akin to that of second lien lenders and therefore the Fund would not expect to recover any of its outstanding principal or interest until the First Out Lenders have been repaid in full. Further, any veto rights with respect to voting and/or enforcement as between the First Out Lenders and the Last Out Lenders may also be negotiated for each transaction. As a result, even where the Fund acquires a majority stake in Retranched Loans, there can be no assurance that the Fund, as a Last Out Lender, will be in a position to direct enforcement of the security granted in respect of the Retranched Loans or be able to prevent certain decisions being taken by the First Out Lenders that may be adverse to the interests of the Fund. An agreement among lenders may also have restrictions on assignment, including requiring the Fund (as a lender) to give a right of first refusal to other lenders in the same Retranched Loan. Consequently, the Fund may not have the same liquidity in Retranched Loans as it would in a stand-alone credit facility.

The Fund is Subject to Business and Credit Risks.

Investments made by the Fund generally will involve a significant degree of financial and/or business risk. The securities in which the Fund 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 (

i.e.

, 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 (

i.e.

, market risk).

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.

The Fund’s Investments May be Affected by Force Majeure Events.

The instruments in which the Fund invests may be affected by force majeure events (

i.e.

, 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 Fund’s investment in such issuer is cancelled, unwound or acquired (which could be without what the Adviser 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 Fund may invest specifically. To the extent the Fund is exposed to investments in issuers that as a group are exposed to such force majeure events, the Fund’s risks and potential losses are enhanced.

The Fund is Subject to Risks Relating to Infectious Disease and Pandemics

. 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 the coronavirus

(COVID-19),

or other similarly infectious diseases may have material adverse impacts on the Fund, the Adviser, 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 Adviser cannot predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Fund’s investments.

The outbreak of disease epidemics may result in the closure of the Adviser’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 Fund’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 Fund’s value, the Fund’s investments, or the Fund’s ability to make new investments. If a future pandemic occurs during a period when the Fund expects to be harvesting its investments, the Fund may not achieve its investment objective or may not be able to realize its investments within the Fund’s term.

The Fund Invests in Loans with Limited Amortization Requirements.

The Fund invests 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 Fund when they come due at their final stated maturity.

The Fund is Subject to Risks Relating to Potential Early Redemption of Some Investments.

The terms of loans in which the Fund 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 Fund 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 Fund could increase. There is no assurance that the Fund 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 Fund. Conversely, if the prepayment does not occur within the expected timeframe or if the debt does not otherwise become liquid, the Fund may continue in operation for longer than expected or the Fund may make distributions in kind.

The Fund is Subject to Risks Relating to Licensing Requirements.

Certain banking and regulatory bodies or agencies in or outside the United States may require the Fund, the Adviser, its affiliates and/or certain of their respective employees 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 Fund 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 Fund. Such licenses or authorizations may require the disclosure of confidential information about the Fund, shareholders or their respective affiliates, including the identity, financial information and/or information regarding the shareholders and their officers and trustees. The Fund may not be willing or able to comply with these requirements. Alternatively, the Adviser 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 Fund 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 Fund, the Adviser, the Adviser’s 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 Fund’s ability to implement its investment program and achieve its intended results. Further, the regulatory regimes related to certain assets may be complex, and therefore the Adviser and/or its affiliates may be required to incur significant expenses in order to comply.

The Fund is Subject to Risks Relating to Minority Investments; Joint Ventures;

Co-Investment

or Sourcing Programs.

The Fund may make minority equity investments in entities in which the Fund does not control the business or affairs of such entities. In addition, the Fund has and intends to continue to

co-invest

with other parties including through partnerships, joint ventures, sourcing and syndication programs. In certain of these cases, the Adviser may share management fees, incentive fees and/or other forms of compensation with such parties and the Fund may pay, and is expected to pay, fees or other compensation to sourcing partners or other third parties to access deal opportunities, as described in “ –

The Fund is Subject to Risks Associated with Sourcing, Operating or Joint Venture Partners

” above. The Adviser expects that in some cases the Fund will have control over, or significant influence on, the decision making of joint ventures or underlying investments. 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. In addition, the Fund may enter into arrangements with one or more sourcing partners to identify investment opportunities for the Fund, including with respect to particular types of investments or particular sectors or regions. In connection with such sourcing arrangements, in exchange for access to deal opportunities to evaluate, the Fund expects to agree to certain contractual terms relating to the sourced investments, including a requirement that the Fund will, under certain circumstances, vote its interests consistently with the votes cast by the sourcing partner (including, in some cases, relating to amendments and waivers in default scenarios). Accordingly, in such cases, the Fund would not have the ability to make its own voting determinations and may be required to vote in a manner it would not otherwise have chosen to vote absent such agreement. It is expected that any such voting requirements would also be applicable to any future assignee of the loan or other debt instrument, which could negatively affect the Fund’s ability to sell or otherwise transfer the investment.

Where a joint venture, sourcing or

co-investing

partner or third party has controlling or blocking rights or decision-making power with respect to a joint venture matter or an underlying investment, there can be no assurance that the matter will be resolved in the manner desired by the Fund. In addition, these types of voting arrangements may slow the decision-making process and hinder the Fund’s ability to act quickly.

Cooperation among joint venture partners, sourcing partners or

co-investors

on existing and future business decisions will be an important factor for the sound operation and financial success of any joint venture, sourcing or other business relationships in which the Fund is involved. In particular, a joint venture or sourcing partner or

co-investor

may have economic or business interests or goals that are inconsistent with those of the Fund, and the Fund may not be in a position to limit or otherwise protect the value of one or more of the Fund’s investments. Disputes among joint venture partners or

co-investors

over obligations, expenses or other matters could have an adverse effect on the financial conditions or results of operations of the relevant businesses. Disputes with sourcing partners may limit the Fund’s investment opportunities in the future. In addition, the Fund may in certain circumstances be liable for actions of, or be obligated to indemnify, its joint venture or sourcing partners. In certain circumstances, the

day-to-day

operations of a joint venture may be delegated to the joint venture partner and its employees. In such circumstances, the Adviser may not have, or may not have timely, visibility to issues that are not raised by the joint venture partner to the governing body of the joint venture, which issues may adversely impact the Fund’s investments.

In certain cases, conflicts of interest may arise between the Fund and a joint venture,

co-investment

or sourcing partner, for example, because such partner has invested in a different level of the issuer’s capital structure, it has different investment goals or timelines, because its management team may have an incentive plan which incentivizes risk-taking, or because it has a different or more expansive commercial relationship with the underlying portfolio company or asset owner, or in the case of a joint venture partner, because the partner also acts as lender to the joint venture. There can be no assurance that the partner with divergent interests from the Fund will cause the joint venture or other sourcing or

co-investment

programs to be managed in a manner that is favorable to the Fund. Those conflicts of interest may become more acute where the Fund has agreed to limit its voting rights with respect to investments sourced by such partner. In addition, it is anticipated that the Fund could be invested in debt instruments issued by a joint venture entity while one or more Other HPS Investors 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.

The Fund is Subject to Risks from Provision of Managerial Assistance and Control Person Liability

The Fund may obtain rights to participate in the governance of certain of the Fund’s portfolio companies. In such instances, the Fund 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 Fund to claims by a portfolio company, its security holders and its creditors, including claims that the Fund 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 Fund 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 Fund 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 Fund to claims that it has interfered in management to the detriment of a portfolio company. While the Adviser intends to operate the Fund 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 Fund and the shareholders.

The Fund is Subject to Social Media Risk.

The increasing use of social media platforms presents new risks and challenges that may impact the Fund’s investments. In recent years, there has been a notable increase in the influencer industry and the use of social media platforms, including blogs, chat platforms, social media websites and apps and other forms of Internet-based communications which facilitate direct access to a broad audience of consumers and other interested persons. The rising popularity of such platforms and other consumer-oriented technologies has increased the speed and accessibility of information and

mis-information

dissemination. Many

social media platforms immediately publish the content their subscribers and participants post often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to the interests of the Adviser, its affiliates, the Fund or a portfolio company. The dissemination of negative or inaccurate information related to the Adviser, its affiliates, the Fund or a portfolio company via social media could harm their business, reputation, financial condition, and results of operations, which could adversely affect the Fund’s investments and, due to reputational considerations, may influence the Adviser’s and/or its affiliate’s decision as to whether to remain invested in such investments.

The Fund is Subject to Risks of Investments in Certain Countries.

The Fund 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.

A portion of the Fund’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 Fund generally expects to employ hedging techniques designed to reduce the risk of adverse movements in currency exchange rates. Furthermore, the Fund may incur costs in connection with conversions between various currencies.

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 Adviser 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.

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 Fund’s ability to conduct due diligence in connection with their investments and to monitor the investments may be adversely affected by these factors. The Fund 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.

The Fund is Subject to Risks Relating to its Hedging Strategy and Policies.

The Fund generally expects to employ hedging or other risk management techniques designed to reduce the risk of investment loss due to 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 Fund may not be able to or may elect not to hedge interest payments in foreign currencies. Similarly, the Fund may hedge certain credit markets generally in order to seek to provide overall risk reduction to the Fund. 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 Fund 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 Fund 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 Fund 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 Fund had not entered into such hedging transactions. The Fund 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 Fund 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.

In response to market events, the SEC and other national regulators have imposed, and may continue to impose, restrictions on and reporting obligations with respect to short selling. Uncertainty surrounding the confidential nature of the required disclosures of the Fund’s short sales could discourage short selling by the Fund in circumstances where HPS believes that the public disclosure of such short sales may be adverse to the Fund’s interests. In addition, limitations on the short selling of securities could interfere with the ability of the Fund to execute certain aspects of its investment programs, including its ability to hedge certain exposures and execute transactions to implement its risk management guidelines, and any such limitations may adversely affect the performance of the Fund.

The Fund is Subject to Risks Relating to Derivatives.

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 Fund 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 Fund also may use derivative instruments to approximate or achieve the economic equivalent of an otherwise permitted investment (as if the Fund directly invested in the loans, claims or securities of the subject issuer) or if such instruments are related to an otherwise permitted investment. The Fund’s use of derivative instruments involves investment risks and transaction costs to which the Fund 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.

The Fund’s Ability to Enter into Transactions Involving Derivatives and Financial Commitment Transactions May Be Limited.

In August 2022, Rule

18f-4

under the 1940 Act, regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions), became effective. Under the newly adopted rule, 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 new requirements will apply unless the BDC qualifies as a “limited derivatives user,” as defined in the rule. Under the new 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 final rule, when the Fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, the Fund 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 (

e.g.

, bank borrowings, if applicable) when calculating our asset coverage ratio. The Fund currently operates as a “limited derivatives user,” and these requirements may limit the Fund’s ability to use derivatives and/or enter into certain other financial contracts.

The Fund May Be Subject to Risks Related to Investments in Companies in the Software Industry.

The revenue, income (or losses) and valuations of software and other technology-related companies, including companies focused on the development of artificial intelligence, can and often do fluctuate suddenly and dramatically. This risk is heightened in an environment where market sentiment and investor enthusiasm for artificial intelligence-driven innovation may outpace actual business performance of certain software and other technology-related companies, potentially creating valuation bubbles that could burst with broader economic or market shifts.

In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and

end-consumer

needs, evolving industry standards and frequent introductions of new products and services. The Fund’s portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. The Fund’s portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of the Fund’s portfolio companies due to competition or otherwise could, in turn, materially adversely affect the Fund’s business, financial condition and results of operations.

Changes in Interest Rates May Adversely Affect the Fund’s Investments.

Many loans, especially fixed rate loans, decline in value when long-term interest rates increase. Declines in market value may ultimately reduce earnings or result in losses to the Fund, which may negatively affect cash available for distribution to shareholders. In addition, in a low interest rate environment, borrowers may be less likely to prepay their debts and loans may therefore remain outstanding for a longer period of time.

The Fund is Subject to Risks Relating to Contingent Liabilities.

The Fund 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 Fund 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 Fund may establish reserves or escrow accounts. The Fund also expects to invest in a delayed draw or revolving credit facility. If the borrower subsequently draws down on the facility, the Fund would be obligated to fund the amounts due. The Fund may incur numerous other types of contingent liabilities. There can be no assurance that the Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund.

The Fund is Subject to Risks Relating to High Yield Debt.

The Fund 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 Fund’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.

The Fund is Subject to Risks Relating to Investments in Unsecured Debt.

The Fund 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 Fund 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.

The Fund is Subject to Risks Relating to Subordinated Loans.

The Fund may acquire and/or originate subordinated loans. If a borrower defaults on a subordinated loan or on debt senior to the Fund’s loan, or in the event of the bankruptcy of a borrower, the loan held by the Fund 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 Fund 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 Fund 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 Adviser’s ability to amend the terms of the Fund’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.

The Fund is Subject to Risks Relating to

Non-Recourse

Obligations

The Fund 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 Fund, 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.

The Fund is Subject to Risks Relating to Publicly-Traded Securities.

Although not the investment focus of the Fund, the Fund 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 personnel of the Adviser or its affiliates, 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 Fund may be unable to obtain financial covenants or other contractual rights that the Fund might otherwise be able to obtain in making privately-negotiated investments. Moreover, the Fund 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 Fund may be limited in its

ability to make investments and to sell existing investments in public securities or other publicly traded instruments because HPS or its affiliates may have material,

non-public

information regarding the issuers of those securities or as a result of other policies of HPS or its affiliates. Accordingly, there can be no assurance that the Fund 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 Fund.

The Fund is Subject to Risks Associated with Originating Loans to Companies in Distressed Situations.

As part of its lending activities, the Fund 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 Fund, 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 Fund will correctly evaluate the value of the assets collateralizing the Fund’s loans or the prospects for a successful reorganization or similar action.

The Fund is Subject to Risks Associated with Investments that May Become Distressed.

The Fund has made, and may continue to make, investments that become distressed due to factors outside the control of the Adviser. There is no assurance that there will be sufficient collateral to cover the value of the loans and/or other investments purchased by the Fund 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 Fund invests, the Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. In addition, under applicable law, the Fund may not be able to participate in future financings for restructured investments. Under such circumstances, the returns generated from the Fund’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 Fund and distributions by the Fund 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.

Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser and/or its affiliates. To the extent that the Adviser and/or its affiliates becomes involved in such proceedings, the Fund may have participated more actively in the affairs of the company than that assumed generally by a passive investor. In addition, involvement by the Adviser and/or its affiliates in an issuer’s or portfolio company’s reorganization proceedings could result in the imposition of restrictions limiting the Fund’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.

The Fund is Subject to Risks Associated with Management of Distressed Investments.

The Affiliated Group is actively engaged in advisory and management services for multiple Affiliated Group Accounts. Certain investments of the Fund may become distressed (a “Distressed Investment”), including as a result of an underlying portfolio company or issuer of an investment undergoing financial stress, restructuring or bankruptcy.

In such an event, the Adviser or its affiliates may supplement the investment team generally responsible for the management of the Fund’s portfolio with other investment professionals of the Adviser or its affiliates that are generally responsible for managing distressed and opportunistic investments on behalf of Affiliated Group Accounts (the “Distressed Investment Team”). The Distressed Investment Team may employ different investment or trading strategies with respect to the Distressed Investments than those that would otherwise have been employed by the investment team. In addition, the investment or trading strategies employed by the Distressed Investment Team with respect to the Distressed Investments may be influenced by investment decisions it makes, or strategies it employs, in managing similar investments for the benefit of the Affiliated Group Accounts. However, the investment or trading strategy for the Fund may be different than the strategy it employs in managing distressed or opportunistic investments in the Affiliated Group Accounts and, accordingly, such investments may produce different investment results for the Fund and the Affiliated Group Accounts. The Adviser will seek to manage the Fund, and HPS and the Adviser will seek to manage the Affiliated Group Accounts in accordance with their respective investment objectives and guidelines; however, the Affiliated Group including the Distressed Investment Team, may give advice and take action with respect to any current or future Affiliated Group Accounts that may compete or conflict with the advice given to the Fund, including with respect to the timing or nature of actions relating to certain investments.

The Fund is Subject to Risks Associated with Acquisitions of Portfolios of Loans

The Fund has invested in and may continue to invest in portfolios of loans. The Fund 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 Fund 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 Fund 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 Fund receives in certain circumstances.

The Fund is Subject to Risks Associated with Revolver, Delayed-Draw and Line of Credit Investments

. The Fund has incurred and is expected to continue to, from time to time, incur contingent liabilities in connection with an investment. For example, the Fund 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 Fund 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 Fund 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 Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund.

It is possible that a revolver, delayed-draw or line of credit investment would be bifurcated into separate investments, with certain investors (which may or may not include the Fund) participating in the initial drawdowns and other investors (which may or may not include the Fund) 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 Fund) will be obligated in any event to fund such later funding obligations. In certain cases, the Fund may participate in the initial funding of an investment, but may not participate in later-arising funding obligations (

i.e.

, 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 HPS or any of its affiliates forms a new investment fund focused on investing in revolvers, delayed-draw investments and lines of credit. As a result, the Fund 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 Fund 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 Fund and the other investors as the interests of the Fund 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 Fund may not be aligned with other participating investors. There can be no assurance that the Fund will adequately reserve for its contingent liabilities and that such liabilities will not have an adverse effect on the Fund.

The Fund is Subject to Risks Associated with Subordinated Debt Tranches.

The Fund has made, and may continue to make, investments in securities, including senior or subordinated and equity tranches, issued by the CLOs, including CLOs for which the Fund acts as the collateral manager. To the extent permitted by applicable law, the Fund may also invest in securities issued by CLOs for which HPS or its subsidiary acts as the collateral manager. 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 Fund 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 Fund 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.

The Fund is Subject to Risks Associated with Forming CLOs.

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. It is possible that an interest in any such CLO held by the Fund may be considered a “nonqualifying” portfolio investment for purposes of the 1940 Act.

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. Losing our RIC status could subject us to corporate-level income tax.

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.

The collateral manager for a CLO that we create may be the Fund, the Adviser or an affiliate, and such collateral manager may be entitled to receive compensation for structuring and/or management services. To the extent the Adviser or an affiliate other than the Fund serves as collateral manager and the Fund is obligated to compensate the Adviser or the affiliate for such services, we, the Adviser or the affiliate will implement offsetting arrangements to assure that we, and indirectly, our shareholders, pay no additional fees to the Adviser or the affiliate in connection therewith. To the extent the Fund serves as collateral manager, the Fund will receive no fees for providing such collateral management services.

The Fund is Subject to Risks Associated with Covenant-Lite Loans.

Although the Fund generally expects the transaction documentation of some portion of the Fund’s investments to include covenants and other structural protections, a portion of the Fund’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 Fund 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 Fund’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.

The Fund is Subject to Risks Associated with Investing in Equity.

The Fund 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 Fund may suffer losses if it invests in equity of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. Equity investments generally will not feature any structural or contractual protections or payments that the Fund may seek in connection with its debt investments. In addition, investments in equity may give rise to additional taxes and/or risks and the Fund 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.

The Fund is Subject to Risks Associated with Investing in Convertible Securities.

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 Fund. The debt characteristic of convertible securities also exposes the Fund 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 Fund is

called for redemption, the Fund 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 Fund’s ability to achieve its investment objective. The Fund’s exposure to these risks may be unhedged or only partially hedged.

The Fund is Subject to Risks Associated with Investing in Structured Credit Instruments.

The Fund has invested, and may continue to 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 Fund seeks to sell its interest in a structured security.

The Fund is Subject to Risks Associated with Assignments and Participations

. The Fund 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 Fund 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 Fund may not directly benefit from the collateral supporting the loan obligation in which it has purchased the participation. As a result, the Fund 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 Fund 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 Fund’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.

The Fund is Subject to Risks Relating to Fraudulent Conveyances and Voidable Preferences by Issuers.

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 Fund 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 Fund 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.

In addition, it is possible a court may invalidate, in whole or in part, the indebtedness underlying an investment of the Fund 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.

Even if the Fund 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 Fund 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 Fund so that the Fund’s claim against the issuer would be disallowed or subordinated.

The Fund is Subject to Risks Related to Bankruptcy

One or more of the issuers of an investment held by the Fund 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 Fund. 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 Fund, 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 Fund’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 Fund 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.

Further, several 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 the investments, the Fund could be subject to allegations of lender liability. Because of the potential of HPS or its affiliates to have investments in several positions in the same, different or overlapping levels of a portfolio company’s capital structure, the Fund 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 Fund or HPS and its affiliates. In addition, under certain circumstances, a U.S. bankruptcy court could also recharacterize claims held by the Fund as equity interests, and thereby subject such claims to the lower priority afforded equity claims in certain restructuring scenarios.

The Fund is Subject to Risks Related to Exit Financing.

The Fund 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 Adviser’s evaluation of the anticipated outcome of an investment situation should prove incorrect, the Fund could experience a loss.

The Fund is Subject to Risks Related to Bankruptcy Involving

Non-U.S.

Companies.

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.

The Fund is Subject to Risks Relating to Creditors’ Committee and/or Board Participation

In connection with some of the investments, the Fund 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 Adviser to enhance the value of the investments, it may also prevent the Fund from disposing of the investments in a timely and profitable manner, because serving on a creditors’ committee increases the possibility that the Fund will be deemed an “insider” or a “fiduciary” of the portfolio company. If the Adviser concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Fund, it may resign from that committee or group, and the Fund may not realize the benefits, if any, of participation on the committee or group. If representation on a creditors’ committee or board causes the Fund, the Adviser or their respective affiliates to be deemed affiliates or related parties of the portfolio company, the securities of such portfolio company held by the Fund may become restricted securities, which are not freely tradable. Participation on a creditors’ committee and/or board representation may also subject the Fund to additional liability to which they would not otherwise be subject as an ordinary course, third-party investor. The Fund will indemnify the Adviser or any other person designated by the Adviser for claims arising from such board and/or committee representation, which could adversely affect the return on the investments. The Fund 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.

The Fund is Subject to Risks of Investments in Special Situations.

The Fund’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 Fund.

The Fund is Subject to Risks Associated with Real Estate.

The Fund may invest in mortgage-backed securities, individual mortgages and other real estate credit investments. Investments in mortgage-backed securities are subject to the risks applicable to the risks described above in “

–The Fund is Subject to Risks

Associated with Subordinated Debt Tranches

,” as well as the risks applicable to real estate investments generally. With respect to particular real estate credit investments, real estate debt instruments that are in default may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-down of the principal of such debt instruments. Even if a restructuring were successful, a risk exists that upon maturity of such real estate debt instrument, replacement “takeout” financing will not be available. It is possible that the Adviser may find it necessary or desirable to foreclose on collateral securing one or more real estate debt instruments purchased by the Fund. The foreclosure process can be lengthy, uncertain and expensive. Real estate risks typically include

fluctuations in the real estate markets, slowdown in demand for the purchase or rental of properties, changes in the relative popularity of property types and locations, the oversupply of a certain type of property, changes in regional, national and international economic conditions, adverse local market conditions, the financial conditions of tenants, buyers and sellers of properties, changes in building, environmental, zoning and other laws and other governmental rules and fiscal policies, changes in real property tax rates or the assessed values of the investments, changes in interest rates and the availability or terms of debt financing, changes in operating costs, risks due to dependence on cash flow, environmental claims arising in respect of real estate acquired with undisclosed or unknown environmental problems or as to which inadequate reserves had been established, uninsured casualties, risks due to dependence on cash flow and risks and operating problems arising out of the presence of certain construction materials, unavailability of or increased cost of certain types of insurance coverage, such as terrorism insurance, fluctuations in energy prices, acts of God, natural disasters and uninsurable losses, acts of war (declared and undeclared), terrorist acts, strikes and other factors which are not within the control of the Adviser.

The Fund is Subject to Risks Associated with Investments in Portfolio Companies in Regulated Industries.

Certain industries are heavily regulated. The Fund 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 Fund, which could adversely affect the Fund’s ability to implement its investment objective.

The Fund is Subject to Risks Associated with Investments in Original Issue Discount and

Payment-In-Kind

Instruments.

We have invested and expect to continue to invest in original issue discount or PIK instruments. 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:

•

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;

•

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;

•

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 Adviser’s future base management fees which, thus, increases the Adviser’s future income incentive fees at a compounding rate;

•

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;

•

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;

•

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;

•

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;

•

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

•

original issue discount may create a risk of

non-refundable

cash payments to the Adviser based on

non-cash

accruals that may never be realized.

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 Adviser will have no obligation to refund any fees it received in respect of such accrued income.

The Fund is Subject to Risks Arising from Entering into a TRS Agreement.

A total return swap (“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 Fund’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.

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.

The Fund is Subject to Risks Associated with Repurchase Agreements.

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 Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund 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 Fund 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 Fund 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 Fund 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 Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’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 Fund could suffer a loss.

The Fund is Subject to Risks Relating to Securities Lending Agreements.

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 Adviser 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 (

e.g.

, 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 Fund enters into a securities lending arrangement, the Adviser, as part of its responsibilities under the Investment Advisory Agreement, will invest the Fund’s cash collateral in accordance with the Fund’s investment objective and strategies. The Fund 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 Fund, as the lender, an amount equal to any dividends or interest received on the securities lent.

The Fund may invest the cash collateral received only in accordance with its investment objective, subject to the Fund’s agreement with the borrower of the securities. In the case of cash collateral, the Fund expects to pay a rebate to the borrower. The reinvestment of cash collateral will result in a form of effective leverage for the Fund.

Although voting rights or rights to consent with respect to the loaned securities pass to the borrower, the Fund, 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 Fund if the holders of such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund may also call such loans in order to sell the securities involved. When engaged in securities lending, the Fund’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 Fund in permissible investments.

The Fund is Subject to Risks Relating to Asset-Based Financing

The Fund has invested, and expects to continue investing, in asset-based loans with third-party investment funds (“Fund Issuers”) where such loans are directly or indirectly collateralized by the value or cash flows of one or more of a Fund Issuer’s assets, including the distributions the Fund Issuer expects to receive from its underlying investments in portfolio companies (“Underlying Portfolio Companies”). Any such financing may be secured by the value of the assets of the Fund Issuer, which may be determined by a third-party valuation firm or as reported by the Fund Issuer pursuant to its internal valuation policies or as otherwise agreed with such Fund Issuer. The assets of a Fund Issuer are subject to devaluation risk, as well as other risks, including credit, liquidity and interest rate changes. In many cases, the assets held by a Fund Issuer may be illiquid and, even following an exercise of remedies, they may be difficult to liquidate or sell, which could lead to a reduced recovery. Furthermore, certain assets constituting collateral may require consent of third parties to transfer or sell. Fund Issuer assets indirectly pledged to the Fund as collateral may be even more challenging to sell and in certain circumstances may only be able to be sold together with

other assets which may be less attractive to potential buyers. In many cases, loans may also be subject to a “standstill” or similar provision that provides the Fund Issuer the ability to call capital from its investors or use other cure remedies prior to allowing the Fund to exercise remedies following an event of default, further delaying the Fund’s ability to take action. In addition, certain asset-based loans may be structured without mandatory prepayments or scheduled amortization. In this case, as long as any Fund Issuer is in compliance with the terms of the applicable asset-based loan and its organizational documents, such Fund Issuer may be permitted to make distributions to its investors and/or other equity holders, and the amount distributed will no longer be available to service or repay such asset-based loan.

Further, the Fund may invest in loans to Fund Issuers that are unsecured but linked to financial tests based upon the value or cash flows of one or more of such Fund Issuer’s assets (including Underlying Portfolio Companies) or the distributions realized by the Fund Issuer from such assets (including Underlying Portfolio Companies). Similar to the above, the assets held by such Fund Issuers may be largely illiquid and, if pledged as collateral, may require consents and other steps in order to be foreclosed upon and sold. In addition, the cash flows produced by the assets held by such Fund Issuer may be irregular and/or insufficient to repay any or all of the amounts outstanding under such asset-based loan.

If a Fund Issuer defaults under its asset-based loan, the Fund will have to determine whether to accelerate the amounts due under the loan or enter into a workout negotiation or restructuring with the Fund Issuer. A workout negotiation or restructuring may entail a substantial reduction in the interest rate, a substantial write-down of principal, and/or a substantial change to the terms, conditions and covenants of such loans. If a loan is accelerated, the Fund may have difficulties foreclosing and ultimately selling any pledged collateral, including an Underlying Portfolio Company. If any such collateral is sold, it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owed to the Fund. On the other hand, if the Fund elects not to sell any of the assets of the Fund Issuer and instead decide to collect the cash flows from the Underlying Portfolio Companies or other assets of the Fund Issuer, the cash flows produced may be irregular and/or insufficient to repay any or all of the amounts outstanding under such asset-based loan. As a result, upon any

non-performance

or default under any such asset-based loans made by the Fund, the Fund may fail to recover some or all of its capital and/or expected returns, even if the loans are collateralized.

In addition, the Fund’s asset-based loans may be subject to refinancing options, prepayment options or similar provisions that could result in the Fund Issuer repaying the principal on an obligation held by the Fund earlier than expected. As a consequence, if the Fund is not able to negotiate favorable prepayment premiums and/or

non-call

periods, the Fund’s ability to achieve its investment objective may be affected.

Fund Issuers may also be permitted to issue additional indebtedness that would increase the overall leverage and fixed charges to which such Fund Issuers are subject. Such additional indebtedness could have structural or contractual priority, either as to specific collateral (including Underlying Portfolio Companies) or generally, over the ranking of the investment by the Fund. In the event of any default, restructuring or insolvency of any Underlying Portfolio Company or other assets pledged as collateral, the Fund could be subordinated to, or be required to share on a ratable basis, with any recoveries in favor of the holders of such other or additional indebtedness.

The Fund is Subject to Risks Relating to Portfolio Company Reputation.

If a portfolio company fails to at least maintain the strength and value of such portfolio company’s historic brand, its value is likely to decrease. A portfolio company’s success often depends on the value and strength of its brand. In such cases, the name of such portfolio company is integral to its business as well as to the implementation of its strategies for expanding its business. Maintaining, promoting and positioning such brand can depend largely on the success of marketing efforts and its ability to provide consistent, high quality merchandises, services and / or customer experience. A portfolio company’s brand could be adversely affected if it fails to achieve these objectives or if its public image or reputation were to be tarnished by

negative

publicity. Any of these events could result in decreases in value of the Fund’s investments in a portfolio company.

Risks Relating to Certain Regulatory Matters

The Fund is Subject to Risks Relating to Regulations Governing the Fund’s Operation as a BDC.

The Fund will not generally be able to issue and sell its Common Shares at a price below net asset value per share. The Fund may, however, sell Common Shares, or warrants, options or rights to acquire the Fund’s Common Shares, at a price below the then-current net asset value per share of the Fund’s Common Shares if the Fund’s Board determines that such sale is in the Fund’s best interests, and if investors approve such sale. In any such case, the price at which the Fund’s securities are to be issued and sold may not be less than a price that, in the determination of the Fund’s Board, closely approximates the market value of such securities (less any distributing commission or discount). If the Fund 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.

The Fund Must Invest a Sufficient Portion of Assets in Qualifying Assets.

The Fund 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 Fund’s total assets are qualifying assets.

The Fund believes that most of the investments that it may acquire in the future will constitute qualifying assets. However, the Fund 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 Fund 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 Fund, for example, from making

follow-on

investments in existing portfolio companies (which could result in the dilution of its position) or could require the Fund to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the Fund needs to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. The Fund may not be able to find a buyer for such investments and, even if a buyer is found, the Fund may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on the Fund’s business, financial condition, results of operations and cash flows.

If the Fund 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 Fund would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease its operating flexibility.

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

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.

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.

New or Modified Laws or Regulations Governing Our Operations May Adversely Affect Our Business.

The Fund’s portfolio companies and the Fund 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 Fund’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.

Future legislative and regulatory proposals directed at the financial services industry that are proposed or pending in the U.S. Congress may negatively impact the operations, cash flows or financial condition of the Fund or its portfolio companies, impose additional costs on portfolio companies or the Fund intensify the regulatory supervision of the Fund or its portfolio companies or otherwise adversely affect the Fund’s business or the business of its portfolio companies. Laws that apply to the Fund, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject the Fund to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines, or limitations on the ability of the Fund or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on the Fund. In addition, if the Fund does not comply with applicable laws and regulations, it could lose any licenses that it then holds for the conduct of its business and may be subject to civil fines and criminal penalties.

Additionally, changes to the laws and regulations governing Fund operations, including those associated with RICs, may cause the Fund to alter its investment strategy in order to avail itself of new or different opportunities or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to the Fund’s strategies and plans and may shift the Fund’s investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on the Fund’s results of operations and the value of an investor’s investment. If the Fund invests in commodity interests in the future, the Adviser may determine not to use investment strategies that trigger additional regulation by the CFTC or may determine to operate subject to CFTC regulation, if applicable. If the Adviser or the Fund were to operate subject to CFTC regulation, the Fund may incur additional expenses and would be subject to additional regulation.

In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements that have taken effect in both the U.S. and in Europe may adversely affect or prevent the Fund from entering into securitization transactions. These risk retention rules will increase the Fund’s cost of funds under, or may prevent the Fund from completing, future securitization transactions. In particular, the U.S. Risk Retention Rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization, such as CLOs, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized in the form of an eligible horizontal residual interest, an eligible vertical interest, or a combination thereof, in accordance with the requirements of the U.S. Risk Retention Rules. Given the more attractive financing costs associated with these types of debt securitizations as opposed to other types of financing available (such as traditional senior secured facilities), this increases our financing costs, which increases the financing costs ultimately borne by the Fund’s shareholders.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the

non-bank

financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of

non-bank

credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of the Fund or otherwise adversely affect the Fund’s business, financial condition and results of operations.

We Are Subject to Risks Related to Corporate Social Responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in investing in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.

Our brand and reputation may be negatively impacted if we fail to act responsibly in a number of areas, such as considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand and our relationships with shareholders, which could adversely affect our business and results of operations.

Additionally, new regulatory initiatives related to ESG could adversely affect our business. The SEC has proposed rules that, in addition to other matters, would establish a framework for reporting of climate-related risks. For example, the SEC has announced that it may require disclosure of certain

ESG-related

matters. There is a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint or “greenwashing” (

i.e.

, the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We are, and our portfolio companies may be, or could in the future become subject to the risk that similar measures might be introduced in other jurisdictions in the future. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability. On the other hand, certain state governments have begun to challenge the use of ESG factors in investment decisions, potentially setting up conflicting standards for the Fund to address.

Changes to the Dodd-Frank Act May Adversely Impact the Fund.

The enactment of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (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 Fund) 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 Fund for potential investment opportunities. As a result, any changes to the Dodd-Frank Act may adversely impact the Fund.

CFIUS

& National Security/Investment Clearance Considerations.

Certain transactions by the Fund that involve the acquisition or sale of a business connected with or related to national security or critical infrastructure may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or

non-U.S.

national security/investment clearance regulators depending on the beneficial ownership and control of interests in the entity purchasing such business, including with respect to CFIUS, where a

co-investor

or other partner is a “foreign person” under applicable regulations. Certain of the Fund’s investors are expected to be “foreign persons,” and in the aggregate, may comprise a substantial portion of the Fund’s subscriptions, which may increase the risks of an investment being subject to CFIUS’ jurisdiction and the likelihood of CFIUS imposing restrictions on an investment. CFIUS agency practice is evolving rapidly, and CFIUS exercises substantial discretion in deciding how to interpret, apply and enforce the implementation of regulations. As a result, there can be no guarantee that investments by the Fund will not be reviewable by CFIUS and/or

non-U.S.

national security/investment clearance regulators or that CFIUS and/or

non-U.S.

national security/investment clearance regulators will not seek to evaluate the Fund’s investment activities. In the event that CFIUS or another regulator reviews – or would be expected to review – one or more of the proposed or existing investments of the Fund, there can be no assurances that the Adviser and/or its affiliates will be able to maintain, or proceed with, such transactions on terms acceptable to Adviser and/or its affiliates, or that such investment would be allocated to, or consummated by, the Fund rather than to one or more clients of the Adviser

and/or its affiliates. CFIUS or another regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the Fund from (i) maintaining or pursuing investments, (ii) disposing of investments, which could adversely affect the performance of the Fund and/or (iii) disclosing all information regarding certain transactions to all the Fund’s investors.

Beginning on January 2, 2025, the U.S. Department of the Treasury’s Outbound Investment Security Program went into effect, which prohibits or requires notification of certain types of outbound investments by U.S. persons into certain entities located in or subject to the jurisdiction of China, Hong Kong, and Macau (as well as certain entities subject to Chinese ownership or control) that are engaged in the development of certain national security technologies and products (presently, certain semiconductors and microelectronics, quantum information technologies, and artificial intelligence technologies), as well as any other countries that are or may be designated under the program’s regulations. Together, these regulations may affect the Fund’s business and operations. In the event that CFIUS, the U.S. Department of Treasury administering the Outbound Investment Security Program, or a

non-U.S.

national security/investment clearance regulator reviews one or more of the proposed or existing investments of the Fund, there can be no assurances that the Fund will be able to maintain, or proceed with, such transactions on terms acceptable to the Adviser and/or its affiliates. Such regulator may seek to impose limitations on or prohibit all or a portion of the transaction. Such limitations or restrictions may prevent the Fund from (i) maintaining or pursuing investments in certain jurisdictions and/or (ii) disposing of investments already made in such jurisdictions, or may increase the cost and time associated with such activities, which could adversely affect the performance of our investment vehicles and in turn adversely affect our profitability.

The Fund is Subject to Risks Relating to

Pay-to-Play

Laws, Regulations and Policies.

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 Fund. 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 Adviser, its affiliates or their respective employees or affiliates violate such

pay-to-play

laws, rules, regulations or policies, such

non-compliance

could have an adverse effect on the Fund.

The Fund is Subject to Risks Relating to Government Policies, Changes in Laws, and International Trade.

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 Fund plans to invest. High interest rates, 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 Fund. 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.

In addition, governmental policies, including any changes (or uncertainty around future changes) to international trade agreements, tariffs and related regulations may adversely affect the business operations and performance of the Fund and its portfolio companies. These governmental policies could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact our business. 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 Fund and its investments.

The Fund is Subject to Risks Relating to General Data Protection Regulations.

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 Fund and therefore the shareholders. The Fund 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.

The Fund is Subject to Risks Arising from Potential Controlled Group Liability.

Under certain circumstances it would be possible for the Fund, along with its affiliates, to obtain a controlling interest (

i.e.

, 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 Fund (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 Fund could be jointly and severally liable for a portfolio company’s liabilities with respect to the underfunding 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 Fund, causing it to incur potentially significant, unexpected liabilities for which reserves were not established.

The Fund is Subject to Risks Arising from Compliance with the SEC’s Regulation Best Interest

. 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. 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.

Risks Related to the HPS/BlackRock Transaction

The HPS/BlackRock Transaction.

On July 1, 2025, BlackRock acquired

100

% of the business and assets of HPS. There is no guarantee that HPS will be able to successfully transition, maintain and continue to build its business as part of BlackRock or that HPS and BlackRock will be able to successfully integrate their business operations. In particular, as with any change in ownership, HPS is subject to substantial risks, including with respect to the long-term retention of key employees, the successful consolidation of corporate, technological and administrative infrastructures and the retention of existing business and operational relationships. It is possible that employees involved in the operation of HPS may not continue on a long-term basis with BlackRock and the operations and business relationships of HPS may be disrupted. The integration of HPS into BlackRock will be a

complex, costly and time-consuming process and if HPS experiences difficulties in this process, the anticipated benefits of the HPS/BlackRock Transaction may not be realized fully or at all, or it may take longer to realize than expected, which could have an adverse effect on HPS for an undetermined period. As part of the integration of HPS into BlackRock, HPS will implement various BlackRock policies and procedures, administrative systems and technical applications. Each of these changes may impact the operation of the Fund. While the Adviser will seek to minimize any disruptions, delays or changes to the investor experience as part of the integration, there is no guarantee it will be able to do so. In addition, there can be no assurances that HPS and BlackRock will realize operating efficiencies, synergies and other benefits from the HPS/BlackRock Transaction, and a failure to obtain such synergies may adversely affect the operations of HPS. Some factors related to the integration of the businesses are outside of HPS’s control, and any of them could result in delays, increased costs, decreases in the amount of potential revenues or synergies and diversion of management’s time and energy, which could materially affect HPS’s financial position, results of operations, and cash flows. In the event that the HPS/BlackRock Transaction has an adverse impact on HPS, including for the foregoing reasons, the operations of the Fund may be adversely affected.

BlackRock is one of the largest and most diverse financial institutions in the world. As a result, it currently has, and may in the future have, other business units that compete with HPS or seek investment opportunities that are appropriate for the Fund, and it has policies and procedures that may limit or otherwise impact the operations of HPS and/or the Fund. Further, certain issuers of potential investments for the Fund may prefer to work with a smaller or independent sponsor, which may adversely affect HPS’s ability to attract new investment opportunities for the Fund. Please see “

Conflicts of Interest-BlackRock’s Activities

” below.

HPS believes that investors will benefit from the combination of BlackRock’s and HPS’s capabilities; however, there are certain potential conflicts of interest that will arise as a result of the ownership of HPS by BlackRock. For a discussion of certain risks and conflicts of interest relating to the investment advisory, management and other activities of BlackRock Financial Management, Inc. as well as certain other affiliated registered investment adviser subsidiaries of BlackRock, Inc., please refer to Part 2A of the Form ADV for BlackRock Financial Management, Inc., which shareholders are urged to read and which is available at http://www.adviserinfo.sec.gov/Firm/107105.

As further described in “

Conflicts of Interest-Relationship among the Fund, the Adviser and the Investment Team

” investors should be aware that the Affiliated Group now includes BlackRock (including its subsidiaries and other affiliated entities, funds and accounts).

Federal Income Tax Risks

The Fund is Subject to RIC Qualification Risks

. 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.

The Fund May Experience Difficulty with Paying Required Distributions

. 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.

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.

Some Investments May be Subject to Corporate-Level Income Tax

. 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).

Certain Portfolio Investments May Present Special Tax Issues

. 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.

Legislative or Regulatory Tax Changes Could Adversely Affect Investors

. 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 and/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.

The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in a Fund. Each prospective shareholder should read this entire registration statement and consult with its advisors before deciding whether to invest in the Fund. In addition, as the Fund’s investment program develops and changes over time, an investment in the Fund may be subject to additional and different risk factors.

USE OF PROCEEDS

We intend to use the net proceeds from this offering to (1) make investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing agreements we may enter into and (3) fund repurchases under our share repurchase program. Generally, our policy is to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from this offering or other sources and may choose to do so, particularly in the earlier part of this offering.

We seek to invest the net proceeds received in this offering as promptly as practicable after receipt thereof, and in any event generally within 90 days of each subscription closing. However, depending on market conditions and other factors, including the availability of investments that meet our investment objective, we may be unable to invest such proceeds within the time period we anticipate. Pending such investment, we may have a greater allocation to syndicated loans or other liquid investments than we otherwise would or we may make investments in cash or cash equivalents (such as U.S. government securities or certain high quality debt instruments).

We estimate that we will incur approximately $9.1 million of organizational and offering expenses (excluding the shareholder servicing and/or distribution fee) in connection with the offering, or approximately 0.06% of the gross proceeds, assuming maximum gross proceeds of $15,000,000,000. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses to the effect that such expenses do not exceed 1.00% (on an annualized basis) of the Fund’s NAV. We will be obligated to reimburse the Adviser for such advanced expenses only if certain conditions are met. See “Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.

The following tables set forth our estimate of how we intend to use the gross proceeds from this offering. Information is provided assuming that the Fund sells the maximum number of shares registered in this offering, or 601,926,164 shares. The amount of net proceeds may be more or less than the amount depicted in the table below depending on the public offering price of our shares and the actual number of shares we sell in this offering. The table below assumes that shares are sold at the current offering price of $24.92 per share. Such amount is subject to increase or decrease based upon our NAV per share.

The following tables present information about the net proceeds raised in this offering for each class, assuming that we sell the maximum primary offering amount of $15,000,000,000. The tables assume that 1/4 of our gross offering proceeds are from the sale of Class S shares, 1/4 of our gross offering proceeds are from the sale of Class D shares, 1/4 of our gross offering proceeds are from the sale of Class I shares and 1/4 of our gross offering proceeds are from the sale of Class F shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from what is shown in the tables below. Because amounts in the following tables are estimates, they may not accurately reflect the actual receipt or use of the gross proceeds from this offering. Amounts expressed as a percentage of net proceeds or gross proceeds may be higher or lower due to rounding.

The following table presents information regarding the use of proceeds raised in this offering with respect to Class S shares.


	Maximum Offering of $3,750,000,000 in Class S Shares
Gross Proceeds (1)	$	3,750,000,000	100.00	%
Upfront Sales Load (2)	$	—	0	%
Organization and Offering Expenses (3)	$	2,278,000	0.06	%

Net Proceeds Available for Investment	$	3,747,722,000	99.94	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class D shares.


	Maximum Offering of $3,750,000,000 in Class D Shares
Gross Proceeds (1)	$	3,750,000,000	100.00	%
Upfront Sales Load (2)	$	—	0	%
Organization and Offering Expenses (3)	$	2,278,000	0.06	%

Net Proceeds Available for Investment	$	3,747,722,000	99.94	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class I shares.


	Maximum Offering of $3,750,000,000 in Class I Shares
Gross Proceeds (1)	$	3,750,000,000	100.00	%
Upfront Sales Load (2)	$	—	0	%
Organization and Offering Expenses (3)	$	2,278,000	0.06	%

Net Proceeds Available for Investment	$	3,747,722,000	99.94	%

The following table presents information regarding the use of proceeds raised in this offering with respect to Class F shares.


	Maximum Offering of $3,750,000,000 in Class F Shares
Gross Proceeds (1)	$	3,750,000,000	100.00	%
Upfront Sales Load (2)	$	—	0	%
Organization and Offering Expenses (3)	$	2,278,000	0.06	%

Net Proceeds Available for Investment	$	3,747,722,000	99.94	%

(1)

We intend to conduct a continuous offering of an unlimited number of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions.

(2)

Neither the Fund nor the Managing Dealer will charge upfront sales load with respect to Class S shares, Class D shares, Class I shares or Class F shares; however, if you buy Class S shares, Class D shares, Class I shares or Class F shares through 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 3.5% cap on NAV for Class S shares, a 2.0% cap on NAV for Class D shares, a 2.0% cap on NAV for Class I shares and a 2.0% cap on NAV for Class F shares. We pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to FINRA limitations on underwriting compensation: (a) for Class S shares only, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV, (b) for Class D shares, a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV, and (c) for Class F shares only, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV, in each case, payable on a monthly basis in arrears as of the first calendar day of the month. No shareholder servicing or distribution fees are paid with respect to the Class I shares. The total amount that will be paid over time for shareholder servicing and/or distribution fees depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments, and is not expected to be paid from sources other than cash flow from operating activities. We will cease paying the shareholder servicing and/or distribution fee on the Class S shares, Class D shares and Class F 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 and 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, Class D shares and Class F 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, Class D shares or Class F 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, Class D or Class F shares. See “Plan of Distribution.”

(3)

The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations should be read in conjunction with “Financial Highlights” and our consolidated financial statements and related notes appearing elsewhere in this prospectus. The information in this section contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of uncertainties, risk and assumptions associated with these statements. Actual results could differ materially from those implied or expressed in any forward-looking statements. Dollar amounts are in thousands, except per share data, percentages and as otherwise noted.

Overview and Investment Framework

We are an externally

managed, non-diversified closed-end management

investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on December 23, 2020 that commenced operations on February 3, 2022, we are externally managed by the Adviser, which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as an investment adviser with the SEC and a wholly-owned subsidiary of HPS. We have elected to be treated, and intend to qualify annually, as a RIC under the Code.

On July 1, 2025, BlackRock acquired the business and assets of HPS, with 100% of consideration paid in BlackRock equity. Grishma Parekh resigned from the Board effective upon the closing of the HPS/BlackRock Transaction to comply with the Section 15(f) safe harbor provisions of the 1940 Act. Ms. Parekh continues to serve as President of the Fund and in her existing role at HPS and the Adviser. See “Risk Factors—Risks Related to the HPS/BlackRock Transaction” for further details.

In connection with the closing of the HPS/BlackRock Transaction, effective July 1, 2025, our second amended and restated investment advisory agreement (the “Prior Investment Advisory Agreement”) was automatically terminated. Prior thereto, our Board approved the new investment advisory agreement between us and the Adviser (the “Investment Advisory Agreement”), subject to shareholder approval. At a special meeting of shareholders on April 16, 2025, shareholders approved the Investment Advisory Agreement between us and the Adviser, which became effective upon the closing of the HPS/BlackRock Transaction.

Under each of our Prior Investment Advisory Agreement and our Investment Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation (including salaries, bonuses and benefits) and related expenses of our chief compliance officer, chief financial officer and their respective staffs; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.

to invest in smaller or larger companies if an opportunity presents attractive investment characteristics and risk-adjusted returns. While our investment strategy primarily focuses on companies in the United States, we also intend to leverage HPS’s global presence to invest in companies in Europe, Australia and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” We also include a smaller allocation to more liquid credit investments such as

non-investment

grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. We intend to use these investments to maintain liquidity for our share repurchase program and to manage cash while seeking attractive returns before investing subscription proceeds into originated loans. We invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). If we change our 80% test, we will provide shareholders with at least 60 days’ prior notice of such change. Although not expected to be a primary component of our investment strategy, in select situations, we may also make certain Opportunistic Investments, in each case taking into account availability of leverage for such investments and our

target risk/return profile. In addition, we may also participate in programmatic (i.e., recurring) investments through partnerships or joint ventures with one or more unaffiliated banks or other financial institutions, including structures where a partner assumes senior exposure to each investment, and we participate in the junior exposure.

Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other funds and accounts sponsored or managed by the Adviser, HPS or certain of their affiliates. We expect to invest in

co-investment

transactions with other funds and accounts sponsored or managed by the Adviser, HPS or certain of their affiliates.

To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of the Adviser, but we are subject to the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase our total capital available for investment.

Key Components of Our Results of Operations

Investments

We focus primarily on senior secured loans and securities of private U.S. companies. Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

Revenues

We generate revenues in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly or quarterly. In some cases, some of our investments may provide for deferred interest payments or PIK

interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by

the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to:

•

investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement;

•

our allocable portion of compensation (including salaries, bonuses, and benefits), overhead and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and

other non-investment professionals

at the Administrator that perform duties for us; and (iii) any internal audit group personnel of HPS or any of its affiliates; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator;

•

all other expenses of the Fund’s operations, administrations and transactions.

As our investment adviser prior to June 30, 2023, HPS agreed to advance all of our organization and offering expenses on our behalf through February 3, 2022, the date on which we broke escrow for our initial offering of Common Shares. On such date, the Fund became obligated to reimburse HPS for such advanced expenses and HPS subsequently requested reimbursement of these expenses and was paid pursuant to the Prior Expense Support Agreement. After such date, we bear all such expenses, subject to the Expense Support Agreement. Pursuant to the Expense Support Agreement, the Adviser is obligated to advance all of our Other Operating Expenses to the effect that such expenses do not exceed 1.00% (on an annualized basis) of our NAV. We are obligated to reimburse the Adviser for such advanced expenses (including any additional expenses the Adviser elects to pay on our behalf), subject to certain conditions. See “—Expense Support and Conditional Reimbursement Agreement.” Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers for goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser and the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses are ultimately borne by our shareholders.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Adviser. For additional information see “

Note 3. Fees, Expenses, Agreements and Related Party Transactions”

to the consolidated financial statements included elsewhere in this prospectus.

Portfolio and Investment Activity

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


	As of and for the year ended December 31,
	2025			2024			2023
Total investments, beginning of period	$	16,071,078		$	9,203,801		$	5,860,186
New investments purchased		11,832,837			9,199,117			4,001,591
Payment-in-kind interest and dividends capitalized		122,278			72,365			32,220
Net accretion of discount on investments		93,213			93,070			39,470
Net realized gain (loss) on investments		(36,997	)		(12,744	)		(17,633	)
Investments sold or repaid		(2,973,001	)		(2,484,531	)		(712,033	)

Total investments, end of period	$	25,109,408		$	16,071,078		$	9,203,801

The following table presents certain selected information regarding our investment portfolio:


	December 31, 2025			December 31, 2024			December 31, 2023
Weighted average yield on debt and income producing investments, at amortized cost (1)		9.5	%		10.4	%		12.2	%
Weighted average yield on debt and income producing investments, at fair value (1)		9.4	%		10.4	%		12.1	%
Weighted average yield on total portfolio, at amortized cost (2)		9.4	%		10.3	%		12.0	%
Weighted average yield on total portfolio, at fair value (2)		9.3	%		10.3	%		11.9	%
Number of portfolio companies		380			315			239
Weighted average EBITDA (in millions) (3)	$	255		$	215		$	193
Weighted average loan-to-value (“LTV”) (4)		39	%		40	%		39	%
Percentage of performing debt investments bearing a floating rate, at fair value		99.4	%		99.3	%		98.6	%
Percentage of performing debt investments bearing a fixed rate, at fair value		0.6	%		0.7	%		1.4	%

(1)

Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on accruing (i) debt and (ii) other income producing securities, divided by (b) total accruing (i) debt and (ii) other income producing securities (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)

Computed as the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on all investments of the Fund, divided by total investments of the Fund (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above.

(3)

Calculated with respect to all level 3 investments in our investment portfolio for which fair value is determined by the Adviser (in its capacity as the investment adviser of the Fund, with assistance, at least quarterly, from a third-party valuation firm, and overseen by the Fund’s Board), and excludes quoted assets, restructured debt and equity, investments on

non-accrual

status, investments in joint ventures, and investments with no reported EBITDA or where EBITDA, in the Adviser’s judgment made in its discretion, was not a material component of the original investment thesis, such as

LTV-based

loans and

NAV-based

loans. Weighted average EBITDA is weighted based on the fair value of the total applicable level 3 investments. Figures are derived from the most recent financial statements from portfolio companies.

(4)

Calculated with respect to all level 3 debt investments in our investment portfolio for which fair value is determined by the Adviser (in its capacity as the investment adviser of the Fund, with assistance, at least quarterly, from a third-party valuation firm, and overseen by the Fund’s Board), and excludes quoted assets, restructured debt and investments on

non-accrual

status. LTV is calculated as net debt through each respective investment tranche in which the Fund holds an investment divided by enterprise value or value of underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable level 3 debt investments. Figures are derived from the most recent financial statements from portfolio companies.

Our investments consisted of the following:


	December 31, 2025							December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	24,169,132	$	24,395,495		96.29	%	$	15,491,454	$	15,529,180		96.27	%
Second lien debt		26,807		27,881		0.11			35,984		31,340		0.19
Other secured debt		223,932		226,763		0.89			68,340		68,501		0.42
Unsecured debt		60,746		60,145		0.24			45,923		46,022		0.29
Structured finance investments		88,264		88,664		0.35			72,893		75,392		0.47
Investments in joint ventures		402,400		416,244		1.64			297,747		320,350		1.99
Equity investments		138,127		122,228		0.48			58,737		60,471		0.37

Total	$	25,109,408	$	25,337,420		100.00	%	$	16,071,078	$	16,131,256		100.00	%

As of December 31, 2025 and 2024, we had certain investments in seven and eight portfolio companies on

non-accrual

status, respectively. The following table shows the fair value of our performing debt and other income producing securities, and

non-accrual

investments as of December 31, 2025 and 2024:


	December 31, 2025					December 31, 2024
	Fair Value		Percentage			Fair Value		Percentage
Performing debt and income producing investments (1)	$	24,651,069		99.26	%	$	15,671,885		99.30	%
Non-accrual (2)		184,539		0.74			110,346		0.70

Total	$	24,835,608		100.00	%	$	15,782,231		100.00	%

(1)	Excludes investments in joint ventures.

(2)	Investments on non-accrual represented 1.08% and 1.00% of amortized cost of total debt and income producing investments as of December 31, 2025 and 2024, respectively.

The table below describes investments by industry composition based on fair value as of December 31, 2025 as compared to December 31, 2024:


	December 31, 2025			December 31, 2024
Aerospace & Defense		5.13	%		3.47	%
Air Freight & Logistics		0.34			—
Asset Based Lending and Fund Finance		0.49			0.32
Automobile Components		1.14			0.46
Beverages		0.39			0.62
Biotechnology		—			0.16
Broadline Retail		0.10			0.16
Building Products		1.06			1.19
Capital Markets		1.35			0.32
Chemicals		0.66			0.97
Commercial Services & Supplies		4.86			4.61
Communications Equipment		0.22			0.34
Construction & Engineering		0.47			—
Consumer Finance		0.10			0.14
Consumer Staples Distribution & Retail		2.06			1.65
Containers & Packaging		0.79			0.71
Distributors		0.06			0.18
Diversified Consumer Services		3.03			4.29
Diversified Telecommunication Services		0.07			0.11
Electric Utilities		0.30			—
Electrical Equipment		0.50			0.59
Electronic Equipment, Instruments & Components		1.06			1.50
Energy Equipment & Services		0.29			0.42
Entertainment		2.31			3.49
Financial Services		5.53			4.93
Food Products		0.70			1.11
Gas Utilities		0.16			0.25
Health Care Equipment & Supplies		3.92			3.46
Health Care Providers & Services		12.50			13.18
Health Care Technology		0.44			0.45
Hotels, Restaurants & Leisure		3.24			2.21
Household Durables		0.27			0.46
Independent Power and Renewable Electricity Producers		1.13			0.72
Insurance		2.67			4.10
Interactive Media & Services		0.59			0.30
Investments in Joint Ventures		1.64			1.99
IT Services		1.93			1.23
Life Sciences Tools & Services		3.52			3.60
Machinery		1.21			1.86
Media		1.60			1.47
Metals & Mining		0.84			1.25
Multi-Utilities		0.02			—
Oil, Gas & Consumable Fuels		0.01			0.04
Personal Care Products		0.74			0.75
Pharmaceuticals		2.46			2.28


	December 31, 2025			December 31, 2024
Professional Services		4.07			5.56
Real Estate Management & Development		0.41			0.60
Semiconductors & Semiconductor Equipment		0.05			0.08
Software		18.83			17.34
Specialty Retail		1.50			1.98
Structured Finance		0.35			0.47
Textiles, Apparel & Luxury Goods		0.22			0.34
Trading Companies & Distributors		1.12			2.07
Transportation Infrastructure		0.34			0.22
Wireless Telecommunication Services		1.21			—

Total		100.00	%		100.00	%

The table below describes investments by geographic composition based on fair value:


	December 31, 2025			December 31, 2024
United States		82.10	%		84.40	%
United Kingdom		7.11			6.02
Sweden		2.28			2.44
Australia		1.59			1.64
France		1.21			0.83
Spain		1.13			1.28
Germany		1.06			0.72
Canada		0.70			0.54
Austria		0.67			0.56
Belgium		0.65			0.09
Lithuania		0.54			—
Czech Republic		0.25			—
Taiwan		0.20			0.29
Israel		0.18			—
Italy		0.17			0.79
Singapore		0.14			0.20
Ireland		0.01			—
Netherlands		0.01			—
Norway		—			0.13
Luxembourg		—			0.07

Total		100.00	%		100.00	%

Our Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include, but are not limited to, the following:

•

assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

•

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

•

comparisons to our other portfolio companies in the industry, if any;

•

attendance at and participation in board meetings or presentations by portfolio companies; and

•

review of monthly and quarterly financial statements and financial projections of portfolio companies.

ULTRA III, LLC

On June 1, 2023, the Fund entered into a limited liability company agreement (the “LLC Agreement”) with the Capital One Member (“COM”) to establish a joint venture to make certain unitranche loans to U.S. middle-market companies. The joint venture is called ULTRA III, LLC (“ULTRA III”).

As of December 31, 2025, the Fund and COM have committed to contribute up to $750.0 million and $107.1 million, respectively, of capital to ULTRA III. As of December 31, 2025, the Fund had contributed (net of returns of capital) $414.5 million and COM had contributed (net of returns of capital) $59.2 million of capital and $325.2 million and $46.5 million of capital remained uncalled from the Fund and COM, respectively. The Fund and COM own 87.5% and 12.5%, respectively, of the membership interests of ULTRA III. All portfolio decisions and generally all other decisions in respect of ULTRA III must be approved by a credit committee of ULTRA III consisting of representatives of the Fund and COM (generally with approval from a representative of each required). The Fund and COM have equal voting rights with respect to the joint venture. The Fund does not consolidate the ULTRA III joint venture.

The following table is a summary of ULTRA III’s portfolio as of December 31, 2025, 2024 and 2023:


	December 31, 2025			December 31, 2024			December 31, 2023
Total senior secured debt investments at fair value	$	1,514,360		$	1,093,548		$	361,715
Number of portfolio companies		8			7			2
Weighted average yield on debt investments, at amortized cost (1)		9.3	%		10.3	%		12.0	%
Weighted average yield on debt investments, at fair value (1)		9.2	%		10.1	%		12.0	%
Percentage of performing debt investments bearing a floating rate, at fair value		100	%		100	%		100	%
Percentage of performing debt investments bearing a fixed rate, at fair value		—	%		—	%		—	%
Percentage of assets on non-accrual (2)		—	%		—	%		—	%

(1)

Computed as the annual stated interest rate or yield plus the annual accretion of discounts and less any annual amortization of premiums, as applicable, on accruing debt securities, divided by total accruing debt securities (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)	As a percentage of fair value of investments of ULTRA III. ULTRA III had no assets on non-accrual as of December 31, 2025, 2024 and 2023.

Results of Operations

The following table represents our operating results:


	Year Ended December 31,
	2025			2024		2023
Total investment income	$	2,154,095		$	1,425,945	$	893,380
Total expenses		1,029,389			657,357		416,671

Net investment income before excise tax		1,124,706			768,588		476,709
Excise tax expense		7,493			5,120		1,531

Net investment income after excise tax		1,117,213			763,468		475,178
Net realized gain (loss)		(159,108	)		20,240		(34,710	)
Net change in unrealized appreciation (depreciation)		(19,551	)		55,216		214,133

Net increase (decrease) in net assets resulting from operations	$	938,554		$	838,924	$	654,601

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

Investment Income

Investment income was as follows:


	Year Ended December 31,
	2025		2024		2023
Interest income	$	1,973,738	$	1,316,851	$	854,132
Payment-in-kind interest income		124,913		71,589		35,821
Dividend income		52,856		31,861		489
Other income		2,588		5,644		2,938

Total investment income	$	2,154,095	$	1,425,945	$	893,380

Total investment income increased to $2,154.1 million for the year ended December 31, 2025 from $1,425.9 million in the prior year primarily driven by our deployment of capital, the increased balance of our investments and by increased dividend income. Interest income increased as a result of an increase in our accruing debt investment’s funded par, which increased to $24,856.3 million as of December 31, 2025, from $15,756.7 million in the prior year. This was partially offset by a decline in benchmark interest rates during the year ended December 31, 2025, as compared to the prior year. The increase in dividend income is primarily from ULTRA III, which was $47.9 million for the year ended December 31, 2025, as compared to $27.8 million for the prior year. At December 31, 2025, the fair value of our performing debt and other income producing securities was $25,067.3 million and our weighted average yield on performing debt and income producing securities at fair value was 9.4%.

For the years ended December 31, 2025, 2024 and 2023, PIK income represented 6.1%, 5.3% and 4.1% of total investment income, respectively. We expect that PIK income will vary based on the elections of certain borrowers.

Total investment income increased to $1,425.9 million for the year ended December 31, 2024 from $893.4 million in the prior year primarily driven by our deployment of capital, the increased balance of our investments and by increased dividend income. Interest income increased as a result of an increase in our accruing debt investment’s funded par, which increased to $15,756.7 million as of December 31, 2024, from $9,248.2 million in the prior year. This was partially offset by a decline in SOFR rates during 2024 as compared to 2023. The increase in dividend income is primarily from ULTRA III, which was $27.8 million for the year ended December 31, 2024, as compared to zero for the prior year. At December 31, 2024, the fair value of our performing debt and other income producing securities was $15,992.2 million and our weighted average yield on performing debt and income producing securities at fair value was 10.4%.

Expenses

Expenses were as follows:


	Year Ended December 31,
	2025			2024		2023
Interest expense	$	678,755		$	398,722	$	257,847
Management fees		137,563			90,242		52,852
Income based incentive fee		162,693			113,862		70,466
Capital gains incentive fee		(12,950	)		9,432		3,518
Shareholder servicing and/or distribution fees
Class D		2,886			2,386		1,403
Class F		26,150			19,735		13,137
Class S		5,548			2,012		23
Professional fees		6,478			4,016		4,945
Board of Trustees’ fees		608			598		600
Administrative service expenses		6,164			4,477		2,459
Other general & administrative		14,024			9,780		7,685
Amortization of continuous offering costs		1,470			2,095		1,736
Excise tax expense		7,493			5,120		1,531

Total expenses (including excise tax expense)	$	1,036,882		$	662,477	$	418,202

Interest Expense

Total interest expense (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts, and the net interest on interest rate swaps accounted for as hedges) increased to $678.8 million for the year ended December 31, 2025 from $398.7 million in the prior year primarily driven by increased borrowings under the Credit Facilities, Unsecured Notes and debt securitization issuances. The average principal debt outstanding increased to $10,147.4 million for the year ended December 31, 2025 from $4,643.2 million in the prior year. This was partially offset by a decrease in our weighted average interest rate (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts, and the net interest on interest rate swaps accounted for as hedges) for the year ended December 31, 2025 to 6.69% from 8.59% in the prior year.

Total interest expense (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts, and the net interest on interest rate swaps accounted for as hedges) increased to $398.7 million for the year ended December 31, 2024 from $257.8 million in the prior year primarily driven by an increase in the weighted average interest rate on our borrowings relative to the prior year and an increase in borrowings under the Credit Facilities, Unsecured Notes and debt securitization issuances. Our weighted average interest rate (including unused fees, amortization of deferred financing costs, debt issuance costs and original issue discounts, and the net interest on interest rate swaps accounted for as hedges) increased to 8.59% for the

year ended December 31, 2024 from 8.24% in the prior year. The average principal debt outstanding increased to $4,643.2 million for the year ended December 31, 2024 from $3,131.0 million in the prior year.

Management Fees

Management fees increased to $137.6 million for the year ended December 31, 2025 from $90.2 million in the prior year primarily due to an increase in net assets. Management fees increased to $90.2 million for the year ended December 31, 2024 from $52.9 million in the prior year primarily due to an increase in net assets. Management fees are payable monthly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month.

Income Based Incentive Fee

Income based incentive fees increased to $162.7 million for the year ended December 31, 2025 from $113.9 million in the prior year primarily due to our deployment of capital and an increase in

Pre-Incentive

Fee Net Investment Income Returns. Income based incentive fees increased to $113.9 million for the year ended December 31, 2024 from $70.5 million in the prior year primarily due to our deployment of capital and an increase in

Pre-Incentive

Fee Net Investment Income Returns.

Capital Gains Incentive Fees

U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then GAAP requires us to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods.

Capital gains based incentive fees were $(12.9) million for the year ended December 31, 2025, as compared to $9.4 million in the prior year due to net realized and unrealized losses incurred in the current year, compared to net realized and unrealized gains earned in the prior year. Capital gains based incentive fees increased to $9.4 million for the year ended December 31, 2024 from $3.5 million in the prior year primarily due to higher net unrealized gains earned in the year ended December 31, 2024 relative to cumulative unrealized gains through December 31, 2023, none of which were payable under the Investment Advisory Agreement. The accrual for any capital gains incentive fee under U.S. GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less in the prior period. If such cumulative amount is negative, then there is no accrual.

Other Expenses

Organization costs and offering costs include expenses incurred in our initial formation and our continuous offering. Professional fees include legal, audit, tax, and other professional fees incurred related to the management of the Fund. Administrative service expenses represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other

non-investment

professionals that perform duties for us. Other general and administrative expenses include valuation, insurance, filing, research, our

sub-administrator,

subscriptions and other costs.

100

Total other expenses increased to $28.7 million for the year ended December 31, 2025, from $21.0 million in the prior year primarily driven by an increase of professional fees, administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.

Total other expenses increased to $21.0 million for the year ended December 31, 2024, from $17.4 million in the prior year primarily driven by an increase of administrative service expenses and other general & administrative expenses due to servicing a growing portfolio.

Under the terms of the Administration Agreement and Investment Advisory Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party. For the year ended December 31, 2025, the Administrator charged $6.2 million, an increase from $4.5 million in the prior year, for certain costs and expenses allocable to the Fund under the terms of the Administration Agreement. For the year ended December 31, 2024, the Administrator charged $4.5 million, an increase from $2.5 million in the prior year, for certain costs and expenses allocable to the Fund under the terms of the Administration Agreement.

We entered into an Expense Support Agreement with the Adviser. For additional information see

“Note 3. Fees, Expenses, Agreements and Related Party Transactions”

to the consolidated financial statements included elsewhere in this prospectus.

Shareholder Servicing and/or Distribution Fees

Shareholder servicing and/or distributions fees increased to $34.6 million for the year ended December 31, 2025 from $24.1 million in the prior year primarily due to an increase in shares outstanding. Shareholder servicing and/or distributions fees increased to $24.1 million for the year ended December 31, 2024 from $14.6 million in the prior year primarily due to an increase in shares outstanding.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify each taxable year for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net

tax-exempt

income (if any) for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.

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

For the years ended December 31, 2025, 2024, and 2023, we incurred U.S. federal excise tax of $7.5 million, $5.1 million and $1.5 million, respectively.

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Net Realized Gain (Loss)

Net realized gains and losses were comprised of the following:


	Year Ended December 31,
	2025			2024			2023
Non-controlled/non-affiliated investments	$	(36,997	)	$	(12,744	)	$	(16,769	)
Non-controlled/affiliated investments		—			—			(864	)
Foreign currency forward contracts		(122,338	)		27,225			(7,613	)
Foreign currency transactions		227			5,759			(9,464	)

Net realized gain (loss)	$	(159,108	)	$	20,240		$	(34,710	)

For the year ended December 31, 2025, we generated net realized gains (losses) on investments of $(37.0) million, primarily driven by realized losses of $(44.9) million on the restructuring of six private debt investments (realized losses on ERC Topco Holdings, LLC of $(13.3) million, Zips Car Wash, LLC of $(9.7) million, Artemis Bidco Limited of $(7.2) million, New Era Technology Inc. of $(6.3) million, Galaxy US Opco Inc. of $(4.9) million) and SDC US Smilepay SPV of $(3.5) million and net realized losses of $(18.2) million primarily from the sale of syndicated loans, and foreign currency net realized gains on investments of $26.1 million (included in realized losses on

non-controlled/non-affiliated

investments). We generated realized losses on foreign currency forwards contracts, primarily as a result of fluctuations in the EUR and GBP exchange rates, which was largely offset by unrealized gains on foreign currency as described below.

For the year ended December 31, 2024, we generated net realized gains (losses) on investments of $(12.7) million, which included net realized losses on investments of $(9.0) million primarily from the sales of syndicated loans and bonds and the restructuring of a private debt investment, and net foreign currency realized losses on investments of $(3.7) million primarily due to repayments on investments denominated in AUD and GBP. We generated realized gains of $27.2 million on foreign currency forwards contracts, primarily as a result of fluctuations in the AUD and EUR exchange rates. There were realized gains of $5.8 million on foreign currency transactions, as a result of repayments of foreign borrowings and conversions of foreign cash balances, primarily attributable to fluctuations in the AUD, GBP and CAD exchange rates.

For the year ended December 31, 2023, we generated realized gains (losses) of $(34.7) million driven primarily by realized losses on broadly syndicated loans and bonds of $(17.8) million as well as losses on foreign currency forward contracts and foreign currency transactions, primarily as a result of fluctuations in the GBP, EUR and AUD exchange rates.

Net Change in Unrealized Appreciation (Depreciation)

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


	Year Ended December 31,
	2025			2024			2023
Non-controlled/non-affiliated investments	$	177,606		$	(49,917	)	$	230,599
Non-controlled/affiliated investments		(1,013	)		373			185
Controlled/affiliated investments		(8,759	)		24,113			(1,510	)
Foreign currency forward contracts		(63,795	)		52,107			(6,968	)
Translation of assets and liabilities in foreign currencies		(123,590	)		28,540			(8,173	)

Net change in unrealized appreciation (depreciation)	$	(19,551	)	$	55,216		$	214,133

102

For the year ended December 31, 2025, the change in unrealized appreciation (depreciation) on the investment portfolio was $(124.0) million (excluding the impact of foreign currency) due to certain credit specific write-downs in our private portfolio, which were offset by foreign currency unrealized gains of $291.8 million on investments (included in unrealized gains on investments) primarily as a result of fluctuations in the AUD, EUR and GBP exchange rates. The remaining $(187.4) million of the net unrealized appreciation (depreciation) represents the net unrealized losses as a result of foreign currency fluctuations impacting the value of our foreign currency forward contracts, foreign debt and cash balances.

For the year ended December 31, 2024, the change in unrealized appreciation (depreciation) on investment portfolio was $68.3 million (excluding the impact of foreign currency) due to spread tightening in both the public and private credit markets. The remaining $(13.0) million of the net unrealized appreciation (depreciation) of $55.2 million represents the net unrealized losses as a result of foreign currency fluctuations impacting the value of our investment portfolio, foreign currency forward contracts, foreign debt and cash balances.

For the year ended December 31, 2023, the fair value of our debt investments increased due to spread tightening in both the public and private credit markets. For the year ended December 31, 2023, we generated foreign currency unrealized gains of $32.4 million on investments (included in unrealized gains on

non-controlled/non-affiliated

investments) primarily as a result of fluctuations in the GBP and EUR exchange rates.

For the years ended December 31, 2025, 2024 and 2023, we generated net realized and unrealized gains (losses) on the investment portfolio (excluding the impact of foreign currency) of $(187.1) million, $59.3 million and $176.6 million, respectively.

Realized and Unrealized Gains/(Losses) on Foreign Currency

In the ordinary course of business, we may invest in securities denominated in foreign currencies. This exposes us to foreign exchange rate risk should the value of local currencies decline relative to the United States dollar. As a result, we aim to hedge substantially all of our foreign currency exposure by entering into foreign currency forward contracts and borrowing in foreign currency from our credit facilities, which reduces our exposure to foreign currency exchange rate fluctuations in the value of foreign currencies.


	Year Ended December 31,
	2025			2024			2023
Realized gain/(losses) on foreign currency:
Investments	$	26,114		$	(3,731	)	$	2,822
Foreign currency forward contracts		(122,338	)		27,225			(7,613	)
Foreign currency transactions		227			5,759			(9,464	)

Net realized gains/(losses)	$	(95,997	)	$	29,253		$	(14,255	)
Unrealized gain/(losses) on foreign currency:
Investments		291,800			(93,727	)		32,221
Foreign currency forward contracts		(63,795	)		52,107			(6,968	)
Translation of assets and liabilities in foreign currencies		(123,590	)		28,540			(8,173	)

Net unrealized gains/(losses)	$	104,415		$	(13,080	)	$	17,080

Net realized and unrealized gains/(losses):	$	8,418		$	16,173		$	2,825

For the year ended December 31, 2025, the net realized and unrealized gains/(losses) on foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, and foreign debt and cash balances was $8.4 million. When we are hedging foreign currency exposure through forward contracts

103

and the local currency base rate (i.e., funding cost) is lower or higher than our functional currency, there is positive or negative “carry” embedded in the forward contract. For the year ended December 31, 2025, the net gains on foreign currency were driven primarily by the positive carry from base rate differentials on forward contracts for local currencies versus the U.S. Dollar.

For the years ended December 31, 2024 and 2023, the net realized and unrealized gains/(losses) on foreign currency fluctuations impacting the value of the investment portfolio, foreign currency forward contracts, and foreign debt and cash balances was $16.2 million and $2.8 million, respectively.

Interest Rate Swaps

We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities. We have designated certain interest rate swaps to be in a hedge accounting relationship. See “

Note 2. Significant Accounting Policies

” to the consolidated financial statements included elsewhere in this prospectus for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See our schedule of investments for additional disclosure regarding these derivative instruments. See “

Note 7. Borrowings

” to the consolidated financial statements included elsewhere in this prospectus for additional disclosure regarding the carrying value of our debt.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds of our continuous offering of Common Shares, proceeds from net borrowings on our credit facilities, unsecured debt issuances, debt securitization issuances, income earned and repayments on principal on our debt investments. The primary uses of our cash and cash equivalents are for (i) originating and purchasing debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings, (iv) funding repurchases under our share repurchase program and (v) cash distributions to our shareholders.

As of December 31, 2025 and 2024, we had several asset-based leverage facilities, a corporate-level revolving credit facility, unsecured note issuances and debt securitization issuances. From time to time, we may enter into additional credit facilities, increase the size of our existing credit facilities and/or issue debt securities, including additional unsecured notes and debt securitizations. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of December 31, 2025 and 2024, we had an aggregate amount of $12,989.7 million and $7,508.7 million, respectively, of principal debt outstanding and our asset coverage ratio was 195.7% and 216.3%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

Cash and cash equivalents as of December 31, 2025, taken together with our $3,192.3 million of available capacity under our credit facilities (subject to borrowing base availability) and the continuous offering of our Common Shares is expected to be sufficient for our investing activities and to conduct our operations in the near term. This determination is based in part on our expectations for the timing of funding investment purchases and the timing and amount of future proceeds from sales of our Common Shares and the use of existing and future financing arrangements. As of December 31, 2025, we had significant amounts payable and commitments for existing and new investments, which we planned to fund using our available borrowing capacity under our credit facilities. Additionally, we held $1,723.3 million of syndicated loans and other liquid investments as of December 31, 2025, which could provide additional liquidity if necessary.

Although we have historically been able to obtain sufficient borrowing capacity, any disruption in the financial markets or any other negative economic development could restrict our access to financing in the

104

future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we could have obtained in the past. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of December 31, 2025, we had $590.7 million in cash and cash equivalents. During the year ended December 31, 2025, cash used in operating activities was $8,068.7 million, primarily as a result of funding portfolio investments of $11,759.5 million and partially offset by proceeds from sale of investments and principal repayments of $2,899.7 million and other operating uses of $791.2 million. Cash provided by financing activities was $8,430.4 million during the period, primarily as a result of new share issuances related to $4,477.6 million of subscriptions and net borrowings (repayments) of $5,356.4 million.

Equity

The following table summarizes transactions in Common Shares during the year ended December 31, 2025:


	Shares			Amount
CLASS I
Subscriptions		99,278,647		$	2,517,265
Share transfers between classes		3,372,115			85,773
Distributions reinvested		4,359,115			110,474
Share repurchases		(20,722,563	)		(524,217	)
Early repurchase deduction		—			108

Net increase (decrease)		86,287,314		$	2,189,403

CLASS D
Subscriptions		8,542,942		$	216,547
Share transfers between classes		(1,933,866	)		(49,394	)
Distributions reinvested		2,071,822			52,521
Share repurchases		(6,666,070	)		(168,523	)
Early repurchase deduction		—			30

Net increase (decrease)		2,014,828		$	51,181

CLASS F
Subscriptions		51,596,780		$	1,307,285
Share transfers between classes		(1,557,627	)		(39,357	)
Distributions reinvested		9,154,698			231,968
Share repurchases		(12,155,669	)		(306,960	)
Early repurchase deduction		—			137

Net increase (decrease)		47,038,182		$	1,193,073

CLASS S
Subscriptions		17,220,721		$	436,547
Share transfers between classes		119,378			2,978
Distributions reinvested		967,763			24,511
Share repurchases		(1,910,250	)		(48,201	)
Early repurchase deduction		—			18

Net increase (decrease)		16,397,612		$	415,853

Total net increase (decrease)		151,737,936		$	3,849,510

105

The following table summarizes transactions in Common Shares during the year ended December 31, 2024:


	Shares			Amount
CLASS I
Subscriptions		55,226,525		$	1,404,559
Share transfers between classes		1,180,147			30,134
Distributions reinvested		2,348,282			59,737
Share repurchases		(4,984,903	)		(127,182	)
Early repurchase deduction		—			8

Net increase (decrease)		53,770,051		$	1,367,256

CLASS D
Subscriptions		14,495,667		$	368,292
Share transfers between classes		218,726			5,475
Distributions reinvested		1,779,713			45,258
Share repurchases		(1,566,444	)		(39,986	)
Early repurchase deduction		—			3

Net increase (decrease)		14,927,662		$	379,042

CLASS F
Subscriptions		49,560,391		$	1,258,874
Share transfers between classes		(1,667,355	)		(42,449	)
Distributions reinvested		6,842,269			173,966
Share repurchases		(3,966,751	)		(101,243	)
Early repurchase deduction		—			14

Net increase (decrease)		50,768,554		$	1,289,162

CLASS S
Subscriptions		14,523,921		$	369,150
Share transfers between classes		268,482			6,840
Distributions reinvested		349,066			8,907
Share repurchases		(130,670	)		(3,344	)
Early repurchase deduction		—			1

Net increase (decrease)		15,010,799		$	381,554

Total net increase (decrease)		134,477,066		$	3,417,014

Distributions and Distribution Reinvestment

The following tables summarize our distributions declared and payable for the year ended

Decembe

r 31, 2025 (dollar amounts in thousands, except per share amounts), and the record date for each distribution was the last calendar date of the month in which such distribution was declared:


		Class I
Declaration Date	Payment Date	Base Distribution Per Share		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share		Distribution Amount
January 29, 2025	February 28, 2025	$	0.1600	$	0.0550	$	—	$	0.2150	$	24,733
February 26, 2025	March 31, 2025		0.1600		0.0550		—		0.2150		27,355
March 27, 2025	April 30, 2025		0.1600		0.0550		—		0.2150		28,558
April 25, 2025	May 30, 2025		0.1600		0.0550		—		0.2150		29,299
May 27, 2025	June 30, 2025		0.1600		0.0550		—		0.2150		31,373
June 24, 2025	July 31, 2025		0.1600		0.0550		—		0.2150		33,040

106


			Class I
Declaration Date	Payment Date		Base Distribution Per Share		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share		Distribution Amount
July 23, 2025		August 29, 2025		0.1600		0.0550		—		0.2150		33,412
August 26, 2025		September 30, 2025		0.1600		0.0550		—		0.2150		35,458
September 24, 2025		October 31, 2025		0.1600		0.0550		—		0.2150		36,845
October 27, 2025		November 28, 2025		0.1600		0.0550		—		0.2150		38,549
November 26, 2025		December 31, 2025		0.1600		0.0550		—		0.2150		41,642
December 24, 2025		January 30, 2026		0.1600		0.0550		—		0.2150		43,241

Total			$	1.9200	$	0.6600	$	—	$	2.5800	$	403,505


			Class D
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 29, 2025		February 28, 2025	$	0.1546	$	0.0550	$	—	$	0.2096	$	8,871
February 26, 2025		March 31, 2025		0.1551		0.0550		—		0.2101		9,116
March 27, 2025		April 30, 2025		0.1546		0.0550		—		0.2096		9,339
April 25, 2025		May 30, 2025		0.1548		0.0550		—		0.2098		9,178
May 27, 2025		June 30, 2025		0.1546		0.0550		—		0.2096		9,198
June 24, 2025		July 31, 2025		0.1548		0.0550		—		0.2098		9,489
July 23, 2025		August 29, 2025		0.1546		0.0550		—		0.2096		9,703
August 26, 2025		September 30, 2025		0.1546		0.0550		—		0.2096		9,950
September 24, 2025		October 31, 2025		0.1548		0.0550		—		0.2098		10,049
October 27, 2025		November 28, 2025		0.1546		0.0550		—		0.2096		9,768
November 26, 2025		December 31, 2025		0.1548		0.0550		—		0.2098		9,952
December 24, 2025		January 30, 2026		0.1546		0.0550		—		0.2096		10,093

Total			$	1.8565	$	0.6600	$	—	$	2.5165	$	114,706


			Class F
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 29, 2025		February 28, 2025	$	0.1491	$	0.0550	$	—	$	0.2041	$	36,177
February 26, 2025		March 31, 2025		0.1502		0.0550		—		0.2052		37,444
March 27, 2025		April 30, 2025		0.1492		0.0550		—		0.2042		38,611
April 25, 2025		May 30, 2025		0.1495		0.0550		—		0.2045		39,480
May 27, 2025		June 30, 2025		0.1493		0.0550		—		0.2043		40,814
June 24, 2025		July 31, 2025		0.1496		0.0550		—		0.2046		42,387
July 23, 2025		August 29, 2025		0.1493		0.0550		—		0.2043		43,253
August 26, 2025		September 30, 2025		0.1493		0.0550		—		0.2043		44,310
September 24, 2025		October 31, 2025		0.1496		0.0550		—		0.2046		45,185
October 27, 2025		November 28, 2025		0.1493		0.0550		—		0.2043		45,409
November 26, 2025		December 31, 2025		0.1496		0.0550		—		0.2046		46,192
December 24, 2025		January 30, 2026		0.1493		0.0550		—		0.2043		46,765

Total			$	1.7933	$	0.6600	$	—	$	2.4533	$	506,027

107


			Class S
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 29, 2025		February 28, 2025	$	0.1415	$	0.0550	$	—	$	0.1965	$	3,363
February 26, 2025		March 31, 2025		0.1433		0.0550		—		0.1983		3,627
March 27, 2025		April 30, 2025		0.1416		0.0550		—		0.1966		3,978
April 25, 2025		May 30, 2025		0.1422		0.0550		—		0.1972		4,374
May 27, 2025		June 30, 2025		0.1417		0.0550		—		0.1967		4,585
June 24, 2025		July 31, 2025		0.1424		0.0550		—		0.1974		4,924
July 23, 2025		August 29, 2025		0.1418		0.0550		—		0.1968		5,157
August 26, 2025		September 30, 2025		0.1418		0.0550		—		0.1968		5,619
September 24, 2025		October 31, 2025		0.1424		0.0550		—		0.1974		6,033
October 27, 2025		November 28, 2025		0.1418		0.0550		—		0.1968		6,197
November 26, 2025		December 31, 2025		0.1423		0.0550		—		0.1973		6,443
December 24, 2025		January 30, 2026		0.1418		0.0550		—		0.1968		6,627

Total			$	1.7046	$	0.6600	$	—	$	2.3646	$	60,927

(1)	Distributions per share are net of shareholder servicing and/or distribution fees.

The following tables summarize our distributions declared and payable for the year ended December 31, 2024 (dollar amounts in thousands, except per share amounts), and the record date for each distribution was the last calendar date of the month in which such distribution was declared:


			Class I
Declaration Date	Payment Date		Base Distribution Per Share		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share		Distribution Amount
January 30, 2024		February 29, 2024	$	0.1600	$	0.0550	$	—	$	0.2150	$	11,811
February 29, 2024		March 29, 2024		0.1600		0.0550		—		0.2150		13,391
March 26, 2024		April 30, 2024		0.1600		0.0550		—		0.2150		14,482
April 25, 2024		May 31, 2024		0.1600		0.0550		—		0.2150		15,054
May 31, 2024		June 28, 2024		0.1600		0.0550		—		0.2150		16,339
June 26, 2024		July 31, 2024		0.1600		0.0550		—		0.2150		17,490
July 26, 2024		August 30, 2024		0.1600		0.0550		—		0.2150		18,130
August 27, 2024		September 30, 2024		0.1600		0.0550		—		0.2150		18,993
September 26, 2024		October 31, 2024		0.1600		0.0550		—		0.2150		19,529
October 23, 2024		November 29, 2024		0.1600		0.0550		—		0.2150		20,329
November 27, 2024		December 31, 2024		0.1600		0.0550		—		0.2150		21,878
December 23, 2024		January 30, 2025		0.1600		0.0550		—		0.2150		23,307

Total			$	1.9200	$	0.6600	$	—	$	2.5800	$	210,733


		Class D
Declaration Date	Payment Date	Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 30, 2024	February 29, 2024	$	0.1547	$	0.0550	$	—	$	0.2097	$	6,514
February 29, 2024	March 29, 2024		0.1550		0.0550		—		0.2100		6,670
March 26, 2024	April 30, 2024		0.1547		0.0550		—		0.2097		6,834
April 25, 2024	May 31, 2024		0.1548		0.0550		—		0.2098		7,225

108


			Class D
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
May 31, 2024		June 28, 2024		0.1546		0.0550		—		0.2096		7,404
June 26, 2024		July 31, 2024		0.1548		0.0550		—		0.2098		7,622
July 26, 2024		August 30, 2024		0.1546		0.0550		—		0.2096		8,144
August 27, 2024		September 30, 2024		0.1546		0.0550		—		0.2096		8,270
September 26, 2024		October 31, 2024		0.1548		0.0550		—		0.2098		8,810
October 23, 2024		November 29, 2024		0.1546		0.0550		—		0.2096		8,768
November 27, 2024		December 31, 2024		0.1548		0.0550		—		0.2098		8,855
December 23, 2024		January 30, 2025		0.1546		0.0550		—		0.2096		9,254

Total			$	1.8566	$	0.6600	$	—	$	2.5166	$	94,370


			Class F
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 30, 2024		February 29, 2024	$	0.1494	$	0.0550	$	—	$	0.2044	$	26,889
February 29, 2024		March 29, 2024		0.1500		0.0550		—		0.2050		28,278
March 26, 2024		April 30, 2024		0.1493		0.0550		—		0.2043		29,404
April 25, 2024		May 31, 2024		0.1496		0.0550		—		0.2046		29,919
May 31, 2024		June 28, 2024		0.1492		0.0550		—		0.2042		30,325
June 26, 2024		July 31, 2024		0.1495		0.0550		—		0.2045		31,356
July 26, 2024		August 30, 2024		0.1492		0.0550		—		0.2042		31,763
August 27, 2024		September 30, 2024		0.1492		0.0550		—		0.2042		32,810
September 26, 2024		October 31, 2024		0.1495		0.0550		—		0.2045		33,739
October 23, 2024		November 29, 2024		0.1492		0.0550		—		0.2042		34,348
November 27, 2024		December 31, 2024		0.1495		0.0550		—		0.2045		35,376
December 23, 2024		January 30, 2025		0.1492		0.0550		—		0.2042		36,172

Total			$	1.7928	$	0.6600	$	—	$	2.4528	$	380,379


			Class S
Declaration Date	Payment Date		Base Distribution Per Share (1)		Variable Supplemental Distribution Per Share		Special Distribution Per Share		Total Distribution Per Share (1)		Distribution Amount
January 30, 2024		February 29, 2024	$	0.1420	$	0.0550	$	—	$	0.1970		357
February 29, 2024		March 29, 2024		0.1431		0.0550		—		0.1981		743
March 26, 2024		April 30, 2024		0.1418		0.0550		—		0.1968		954
April 25, 2024		May 31, 2024		0.1423		0.0550		—		0.1973		1,204
May 31, 2024		June 28, 2024		0.1417		0.0550		—		0.1967		1,550
June 26, 2024		July 31, 2024		0.1422		0.0550		—		0.1972		1,767
July 26, 2024		August 30, 2024		0.1416		0.0550		—		0.1966		1,954
August 27, 2024		September 30, 2024		0.1417		0.0550		—		0.1967		2,126
September 26, 2024		October 31, 2024		0.1422		0.0550		—		0.1972		2,467
October 23, 2024		November 29, 2024		0.1416		0.0550		—		0.1966		2,692
November 27, 2024		December 31, 2024		0.1422		0.0550		—		0.1972		2,930
December 23, 2024		January 30, 2025		0.1416		0.0550		—		0.1966		3,144

Total			$	1.7040	$	0.6600	$	—	$	2.3640	$	21,888

(1)	Distributions per share are net of shareholder servicing and/or distribution fees.

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With respect to distributions, we have adopted an “opt out” distribution reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder, other than a shareholder that has “opted out” of the distribution reinvestment plan or who is located in a state that does not permit automatic enrollment in the distribution reinvestment plan, will have their distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the year ended December 31, 2025:


	Class I				Class D				Class F				Class S
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	2.5800	$	403,505	$	2.5165	$	114,706	$	2.4533	$	506,027	$	2.3646	$	60,927
Net realized gains		—		—		—		—		—		—		—		—

Total	$	2.5800	$	403,505	$	2.5165	$	114,706	$	2.4533	$	506,027	$	2.3646	$	60,927

The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the year ended December 31, 2024:


	Class I				Class D				Class F				Class S
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	2.5800	$	210,733	$	2.5166	$	94,370	$	2.4528	$	380,379	$	2.3640	$	21,888
Net realized gains		—		—		—		—		—		—		—		—

Total	$	2.5800	$	210,733	$	2.5166	$	94,370	$	2.4528	$	380,379	$	2.3640	$	21,888

For additional information on our distributions and dividend reinvestment plan, see “Note 9. Net Assets” to the consolidated financial statements included elsewhere in this prospectus.

Share Repurchase Program

At the discretion of the Board, we have commenced a share repurchase program in which we may repurchase, in each quarter, up to 5% of the NAV of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter (the “Baseline Repurchase Amount”). The Board may amend or suspend the share repurchase program if it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule

13e-4

promulgated under the Exchange Act and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares. In the event the Board determines, in any particular quarter, that the Fund shall offer to repurchase less than the Baseline Repurchase Amount, or to amend the share repurchase program such that the Fund will offer to repurchase less than the Baseline Repurchase Amount on a going forward basis, the Board will consider, on an at least quarterly basis, whether it is in the best interest of shareholders for the Fund to resume offering to repurchase at least the Baseline Repurchase Amount.

110

Under the share repurchase program, to the extent we offer to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such purchase price (an “Early Repurchase Deduction”). The

one-year

The following tables summarize the share repurchases completed during the years ended December 31, 2025 and 2024:


Repurchase Request Deadline	Percentage of Outstanding Shares the Fund Offered to Repurchase (1)			Repurchase Pricing Date		Amount Repurchased (all classes) (2)		Number of Shares Repurchased (all classes)		Percentage of Outstanding Shares Repurchased (1)
March 4, 2025		5.00	%		March 31, 2025	$	210,490		8,264,218		2.42	%
May 30, 2025		5.00	%		June 30, 2025	$	186,609		7,399,263		1.96	%
August 29, 2025		5.00	%		September 30, 2025	$	176,480		6,983,778		1.65	%
December 2, 2025		5.00	%		December 31, 2025	$	474,322		18,807,293		4.06	%


Repurchase Request Deadline	Percentage of Outstanding Shares the Fund Offered to Repurchase (1)			Repurchase Pricing Date		Amount Repurchased (all classes) (2)		Number of Shares Repurchased (all classes)		Percentage of Outstanding Shares Repurchased (1)
March 1, 2024		5.00	%		March 31, 2024	$	59,526		2,347,231		1.13	%
May 30, 2024		5.00	%		June 30, 2024	$	56,260		2,204,546		0.89	%
August 29, 2024		5.00	%		September 30, 2024	$	45,164		1,766,987		0.64	%
December 2, 2024		5.00	%		December 31, 2024	$	110,805		4,330,004		1.40	%

(1)	Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.

(2)	Amounts not inclusive of Early Repurchase Deduction.

For additional information on our share repurchases see “Note 9. Net Assets” to the consolidated financial statements included elsewhere in this prospectus.

Borrowings

As of December 31, 2025 and December 31, 2024, we had an aggregate principal amount of $12,989.7 million and $7,508.7 million, respectively, of debt outstanding.

A summary of our contractual payment obligations under our credit facilities, unsecured

notes

and debt securitization issuances as of December 31, 2025, is as follows:


	December 31, 2025
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
HLEND A Funding Facility	$	758,407	$	—	$	—	$	758,407	$	—
HLEND B Funding Facility		833,783		—		—		833,783		—
HLEND C Funding Facility		510,000		—		—		—		510,000
HLEND D Funding Facility		757,110		—		757,110		—		—
HLEND E Funding Facility		906,290		—		—		906,290		—
Revolving Credit Facility		1,742,106		—		—		1,742,106		—
November 2027 Notes		155,000		—		155,000		—		—

111


	December 31, 2025
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
March 2028 Notes		124,000		—		124,000		—		—
September 2027 Notes		75,000		—		75,000		—		—
September 2028 Notes		250,000		—		250,000		—		—
January 2029 Notes		550,000		—		—		550,000		—
September 2029 Notes		400,000		—		—		400,000		—
January 2028 Notes		750,000		—		750,000		—		—
April 2032 Notes		500,000		—		—		—		500,000
June 2027 Notes		400,000		—		400,000		—		—
June 2030 Notes		500,000		—		—		500,000		—
September 2028-1 Notes		600,000		—		600,000		—		—
November 2030 Notes		500,000		—		—		500,000		—
2023 CLO Refinancing Secured Notes		578,000		—		—		—		578,000
2024 CLO Secured Notes		400,000		—		—		—		400,000
2025 CLO Secured Debt		850,000		—		—		—		850,000
2025-4 CLO Secured Notes		850,000		—		—		—		850,000

Total	$	12,989,696	$	—	$	3,111,110	$	6,190,586	$	3,688,000

For additional information on our debt obligations see “

Note 7. Borrowings

” to the consolidated financial statements included elsewhere in this prospectus.

Off-Balance

Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2025 and 2024, we had unfunded delayed draw term loans and revolvers with an aggregate principal amount of $3,421.9 million and $2,128.7 million, respectively.

Other Commitments and Contingencies

As of December 31, 2025 and 2024, $325.2 million and $236.2 million, respectively, of capital committed remained uncalled from the Fund in relation to capital commitments to ULTRA III. Such amount is subject to the approval of each joint venture member.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2025, management is not aware of any material pending or threatened litigation.

Related-Party Transactions

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

•

the Investment Advisory Agreement;

•

the Administration Agreement;

•

the Expense Support Agreement; and

•

the Managing Dealer Agreement.

112

In addition to the aforementioned agreements, affiliates of the Adviser have received an exemptive order from the SEC that permits us, among other things, to

co-invest

with certain other persons, including certain affiliates of the Adviser and certain funds and accounts managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions and in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see “

Note 3. Fees, Expenses, Agreements and Related Party Transactions

” to the consolidated financial statements included elsewhere in this prospectus.

Recent Developments

See below and

“Item 8. Consolidated Financial Statements – Notes to Consolidated Financial Statements – Note 13. Subsequent Events”

to the consolidated financial statements included elsewhere in this prospectus for discussion

of re

cent developments.

Subscriptions

The Fund received $151.0 million of net proceeds relating to the issuance of Class I shares, Class D shares, Class F and Class S shares for subscriptions effective April 1, 2026.

Distributions Declaration

On March 26, 2026, the Fund declared net distributions of $0.1600 per Class I share, $0.1547 per Class D share, $0.1494 per Class F share, and $0.1420 per Class S share, all of which are payable on or about April 30, 2026 to shareholders of record as of March 31, 2026. Additionally, the Fund declared variable supplemental distributions of $0.0500 for all share classes outstanding, all of which are payable on or about April 30, 2026 to shareholders of record as of March 31, 2026.

2026 Debt Securitization

On March 26, 2026 (the “Closing Date”), the Fund completed its $748,300,000 term debt securitization (the “2026-5 Debt Securitization”), also known as a collateralized loan obligation transaction, in connection with which a subsidiary of the Fund issued the Debt (as defined below). The 2026-5 Debt Securitization is subject to the Fund’s overall asset coverage requirement.

The debt offered in the 2026-5 Debt Securitization was issued by HLEND CLO 2026-5, LLC (the “2026-5 Issuer”), an indirect, wholly-owned and consolidated subsidiary of the Fund, and consists of (i) Class A-1 Senior Secured Floating Rate Notes (the “Class A-1 Notes”), (ii) Class A-2 Senior Secured Floating Rate Notes (the “Class A-2 Notes”), (iii) Class B Senior Secured Floating Rate Notes (the “Class B Notes” and, together with the Class A-1 Notes and the Class A-2 Notes, collectively, the “Secured Notes”), and (iv) subordinated notes (the “Subordinated Notes” and, together with the Secured Notes, the “Debt”), the terms of which are summarized in the table below:


Class	Initial Principal Amount ($)		Ratings (S&P)	Coupon
Class A-1 Notes		435,000,000	AAA(sf)	SOFR + 1.40%
Class A-2 Notes		30,000,000	AAA(sf)	SOFR + 1.55%
Class B Notes		45,000,000	AA(sf)	SOFR + 1.70%
Subordinated Notes		238,300,000	N/A	N/A

On the Closing Date and in connection with the 2026-5 Debt Securitization, the 2026-5 Issuer entered into a placement agency agreement (the “Placement Agreement”) with Scotia Capital (USA) Inc., as the placement agent (the “Placement Agent”), pursuant to which the Placement Agent placed the Debt issued pursuant to an

113

indenture (the “Indenture”), between the 2026-5 Issuer and U.S. Bank Trust Company, National Association, as trustee, as part of the 2026-5 Debt Securitization. HLEND CLO 2026-5 Investments, LLC (the “Depositor”), a wholly-owned subsidiary of the Fund, retained all of the Subordinated Notes issued in the 2026-5 Debt Securitization.

The 2026-5 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans and participation interests, which is managed by the Fund as collateral manager (the “Collateral Manager”) pursuant to a collateral management agreement entered into with the 2026-5 Issuer on the Closing Date (the “Collateral Management Agreement”). The Collateral Manager has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Debt is scheduled to mature on April 15, 2039; however, the Debt may be redeemed by the 2026-5 Issuer, at the written direction of (i) a majority of the Subordinated Notes with the consent of the Collateral Manager and the Fund in its capacity as the EU/UK Retention Holder and in its capacity as the U.S. Retention Sponsor or (ii) the Collateral Manager with the consent of the Fund in its capacity as the EU/UK Retention Holder and in its capacity as the U.S. Retention Sponsor, in each case, on any business day on or after March 26, 2028.

As part of the 2026-5 Debt Securitization, the Fund, the Depositor and the 2026-5 Issuer entered into a sale and contribution agreement on the Closing Date (the “Sale Agreement”), pursuant to which the Fund sold, transferred, assigned, contributed or otherwise conveyed to the Depositor and the Depositor subsequently sold, transferred, assigned, contributed or otherwise conveyed to the 2026-5 Issuer the loans therein securing the 2026-5 Debt Securitization for the purchase price and other consideration set forth in the Sale Agreement. In the case of certain loans sold on the Closing Date, to the extent that the assignment of such loans could not settle on the Closing Date, pursuant to the Sale Agreement, the Fund assigned a participation interest in such loans to the Depositor (which subsequently assigned such participation interest to the Issuer), such that the 2026-5 Issuer is the participant on such loans from the Closing Date until the date the transfer of those loans is settled at the 2026-5 Issuer. Following these transfers, the 2026-5 Issuer, and not the Depositor or the Fund, holds all of the ownership interest in such loans and participations therein. The Fund made customary representations, warranties and covenants in the Sale Agreement.

The Secured Notes are the secured obligation of the 2026-5 Issuer, the Subordinated Notes are the unsecured obligations of the 2026-5 Issuer, and the Indenture governing the Secured Notes and the Subordinated Notes includes customary covenants and events of default. The Secured Notes and the Subordinated Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see “

Note 2. Significant Accounting Policies”

in our consolidated financial statements included elsewhere in this prospectus. We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Distributions, and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors included elsewhere in this prospectus.

114

Investments and Fair Value Measurements

Consistent with GAAP and the 1940 Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the 1940 Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market, and as such, their fair values are determined using valuation techniques, primarily discounted cash flows, and to a lesser extent, market multiples and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market, such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations on the consolidated financial statements.

For further details of our investments and fair value measurement accounting policy, see “

Note

Significant Accounting Policies—Investments” and “Note 5. Fair Value Measurements

” to the consolidated financial statements included elsewhere in this prospectus.

115

INVESTMENT OBJECTIVE AND STRATEGIES

We were formed on December 23, 2020, as a Delaware statutory trust. We seek to invest primarily in newly originated senior secured debt and other securities, including syndicated loans, of private U.S. companies within the upper middle market.

We have elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a BDC and a RIC, we will be required to comply with certain regulatory requirements.

Our investment objective is to generate attractive risk-adjusted returns, predominately in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. Our investment strategy focuses primarily on newly originated, privately negotiated senior secured term loans in high quality, established upper middle market companies, and in select situations, companies in special situations. The loans within the portfolio are typically floating rate instruments that often pay current income on a quarterly basis. We expect returns to be generated from ongoing interest income as well as from original issue discount, closing payments, commitment fees, prepayments and related fees. We use the term “upper middle market companies” generally to mean companies with EBITDA of $75 million to $1 billion annually or $250 million to $5 billion in revenue annually, at the time of investment. We have and may continue to invest in smaller or larger companies if an opportunity presents attractive investment characteristics and risk-adjusted returns. While our investment strategy primarily focuses on companies in the United States, we also intend to leverage HPS’s global presence to invest in companies in Europe, Australia and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” In addition to corporate level obligations, our investments in these companies may also opportunistically include private asset-based financings such as equipment financings, financings against mission-critical corporate assets and mortgage loans. We may also selectively make investments that represent equity in portfolios of loans, receivables or other debt instruments. We may also participate in programmatic (i.e., recurring) investments through partnerships or joint ventures with one or more unaffiliated banks or other financial institutions, including structures where a partner assumes senior exposure to each investment, and we participate in the junior exposure. Programmatic investments generally represent investments made as part of an ongoing partnership or arrangement (e.g., joint venture) with a third party. In these cases, we may make a commitment to invest repeatedly in a series of transactions over time, rather than making a single, standalone investment. These investments would generally be subject to an agreed upon framework, strategy, and/or approval process, and are intended to build a portfolio through continued relationship with one or more program partners.

Our investment strategy also includes a smaller allocation to more liquid credit investments such as

non-investment

grade broadly syndicated loans, leveraged loans, secured and unsecured corporate bonds, and securitized credit. Our liquid credit instruments have included and may continue to include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments. We intend to use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.”

We believe our investment strategy has the ability to benefit from strong downside protections. With our primary focus on senior secured loans, our investments are generally expected to display conservative

loan-to-value

ratios, benefit from a direct security interest in a borrower’s assets and require that borrowers provide financial maintenance covenants or other structural credit features tailored to mitigate identifiable credit risks.

We will capitalize on HPS’s scale, differentiated breadth of deal origination sourcing, expertise in fundamental credit analysis and structuring, rigorous approach to investment selection and active portfolio monitoring to implement our investment strategy and seek to deliver attractive risk returns to our shareholders.

Under normal circumstances, we invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities).

Our investments in newly originated secured debt have taken and may continue to take the form of first lien senior secured and unitranche loans, notes, bonds and other corporate debt securities, bridge loans, assignments, participations, total return swaps and other derivatives. We seek to invest primarily in first lien senior secured debt and unitranche loans but may also invest in second lien and subordinated debt. We invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. A portion of our investments may also be composed of “covenant-lite loans,” although such loans are not expected to comprise a significant portion of our portfolio. We also have the ability to acquire investments through secondary transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments.

Although not expected to be a primary component of our investment strategy, we may also make certain Opportunistic Investments, in each case taking into account availability of leverage for such investments and our target risk/return profile. We may, to a limited extent, invest in junior debt (whether secured or unsecured), including mezzanine loans, as part of our investment strategy and upon approval of each such investment by our portfolio management team. We may also invest in preferred equity, or our debt investments may be accompanied by equity- related securities (such as options or warrants) and/or select common equity investments. While we expect our assets to be primarily directly originated, we may also invest in structured products or broadly syndicated transactions where HPS and/or its affiliates seek an anchor-like or otherwise influential role in certain traded instruments as part of our liquid portfolio.

“BBB-”

Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other funds and accounts sponsored or managed by the Adviser, HPS and/or certain of their affiliates. We expect to invest in

co-investment

transactions with other funds and accounts sponsored or managed by the Adviser, HPS or certain of their affiliates. See “Regulation-Affiliated Transactions” and “Conflicts of

Interest—Co-Investment

Relief.”

non-U.S.

dollar denominated investments.

Our investments are subject to a number of risks. See “Risk Factors.”

The Adviser and the Administrator

The Fund’s investment activities are managed by the Adviser, an investment adviser registered with the SEC under the Advisers Act and a wholly-owned subsidiary of HPS that has access to the same resources and investment personnel for the management of the Fund that HPS utilizes for the management of other funds and accounts. HPS is a part of BlackRock, one of the world’s leading providers of investment, advisory, and risk management solutions. Our Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis.

The Administrator provides or oversees the performance of administrative and compliance services. We reimburse the Administrator for its costs, expenses and our allocable portion of compensation (including salaries, bonuses and benefits) of the Administrator’s personnel and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement; provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.

HPS Investment Partners, a part of BlackRock, is a leading global, credit-focused alternative investment manager that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for its clients. HPS manages various strategies across the capital structure, including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred equity and common equity formats; liquid credit including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. The scale and breadth of the HPS platform offers the flexibility to invest in companies large and small, through standard or customized solutions.

HPS was established in 2007 as a unit of Highbridge Capital Management, LLC (“HCM”), a subsidiary of JPMorgan Asset Management (“JPMAM”). On March 31, 2016, the senior executives of HPS acquired HPS and its subsidiaries from JPMAM and HCM (the “Transaction”

). Following the Transaction, JPMAM retained a passive minority investment in HPS, which was subsequently redeemed in April 2022. In June 2018, affiliates of Dyal Capital Partners made a passive minority investment in HPS. In February 2022, an affiliate of The Guardian Life Insurance Company of America made a passive minority investment in HPS, which was subsequently increased in August 2024. On July 1, 2025, BlackRock acquired the business and assets of HPS, with 100% of consideration paid in BlackRock equity (the “HPS/BlackRock Transaction”).

The HPS/BlackRock Transaction brings together BlackRock’s corporate and asset owner relationships with HPS’s diversified origination and capital flexibility. BlackRock and HPS have formed a new private financing solutions business unit (“PFS”) led by Scott Kapnick, Scot French, and Michael Patterson, creating an integrated

franchise with approximately $381 billion in client assets, including $254 billion of private credit assets.

This combined platform, which has more than 610 investment professionals and more than 1,400 employees globally

, offers broad capabilities across senior and junior credit solutions, asset-based finance, real estate, CLOs and

GP-LP

Risk Factors-Risks Related to the HPS/BlackRock

Transaction-The

HPS/BlackRock Transaction

.” for further details.

Market Opportunity

•

Senior Secured Loans Offer Attractive Investment Characteristics

•

Regulatory Actions Continue to Drive Demand towards Private Financing.

month-end.

fee-earning

and any

non-fee-earning

client commitments and

co-investments,

and the effective leverage for any levered credit vehicles; (ii) for closed-ended commingled funds and mandates in runoff: the aggregate of each fund’s

fee-earning

13	Headcount as of December 31, 2025.

14	Source: Preqin, Preqin Special Report: The Future of Alternatives in 2030. Data as of December 31, 2025.

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”

•

Volatility in Credit Markets has made Availability of Capital Less Predictable.

•

Increasingly Larger Borrowers Are Finding Value in Private Solutions

Potential Competitive Strengths

15	Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-Bank.

16	Source: S&P LCD Middle Market Deal Size Category Factsheet 4Q 2025.

Since its inception in 2007, HPS has committed approximately $212 billion in privately originated transactions across more than 1,000 investments.

We benefit from the following key competitive strengths of HPS in pursuing our investment strategy:

•

Breadth of HPS’s Credit Investment Platform

. HPS, a part of BlackRock, is a global alternative investment manager with strategies that seek to capitalize on

non-investment

•

Scaled Capital with an Ability to Speak for the Full Debt Quantum.

•

Diversified Sourcing Network.

HPS believes that its ability to source from

non-sponsor

channels significantly reduces the level of competitive intensity and allows it to focus on structuring improved economics, stricter financial covenants and stronger loan documentation. In addition, the direct dialogue with management teams can result in a better understanding of the underlying borrowers and better positioning to actively manage investments throughout their life. HPS is also actively engaged with financial sponsors, and its exposure to sponsor transactions tends to increase in times of public market dislocation (when certainty of capital and speed of execution with a single counterparty is often sought after and highly valued). HPS believes that the ability to flex in and out of both sponsor and

non-sponsor

markets allows the Fund to remain nimble and optimize its opportunity set across different market dynamics. While HPS seeks to source investments from

non-sponsor

channels for the Fund, as of December 31, 2025, the Fund has sourced only a minority of its overall private credit investments from

non-sponsor

channels. The Fund may not, in the future, obtain its desired allocation to investments from the

non-sponsor

channel, which could adversely impact returns.

•

Willingness to Navigate Complexity to Evaluate a Mispriced Opportunity.

•

Focus on the Upper Middle Market.

HPS’s direct lending platform generally targets the

upper-end

smaller-end

and core-middle market.

•

Emphasis on Capital Preservation.

Capital preservation is a core component of HPS’s investment philosophy. In addition to its focus on stable, established upper middle market companies, HPS employs a highly selective and rigorous ‘‘private equity-like’’ diligence and investment evaluation process focused on identification of potential risks, when evaluating its directly originated investments. HPS believes tight credit structuring is a fundamental part of the risk and recovery calculus, as the illiquidity in private credit means that secondary market liquidity is not a reliable risk mitigant. HPS has also built a deep bench of restructuring, workout and value enhancement professionals with an

average of 30 years of workout experience as of December 31, 2025, who work on an integrated basis to actively manage each investment throughout its life.

The Board

Overall responsibility for the Fund’s oversight rests with the Board. We have entered into the Investment Advisory Agreement with the Adviser, pursuant to which the Adviser manages the Fund on a

day-to-day

basis. The Board is responsible for overseeing the Adviser 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 Adviser will keep the Board well informed as to the Adviser’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, four of whom are Trustees who are not “interested persons” of the Fund or the Adviser as defined in the 1940 Act.

Investment Selection and Process for Private Investment Portfolio

The Adviser and HPS evaluate and manage directly originated investments by adhering to the core principles of rigorous fundamental analysis, thorough due diligence, active portfolio monitoring and risk management.

Rigorous Investment Screening and Selection Process

focuses on establishing the framework for the viability of the investment opportunity and the reasons to make the investment (e.g., leading market share, sustainable franchise and brand value, and

value-add

products or services). When evaluating a loan, the Investment Team expects to focus on a combination of business stability, asset values and contractual loan protections. We focus on lending to borrowers that the Investment Team believes demonstrate or are expected to develop attractive characteristics. These characteristics may include: (i) leading market share, (ii) sustainable competitive advantages and strong barriers to entry, (iii) substantial free cash flow conversion and EBITDA margins, (iv) liquidity to withstand market cycles, and/or (v) high-quality, proven management teams. When evaluating asset value, the Investment Team intends to focus on evaluating: (a) the liquidity and stability of the secondary market for the collateral, (b) the ability to effectively enforce security provisions and/or (c) the level of over-collateralization offered by the borrower’s underlying assets. This process seeks to prioritize the Investment Team’s time and resources by focusing on screening for opportunities where the borrower may place greater emphasis on certain

non-economic

Fundamental Analysis, Due Diligence, and Capital Preservation

The Investment Team’s approach to investment selection is anchored around seeking to conduct rigorous upfront, “private equity-like” due diligence. The Investment Team’s due diligence and risk management processes seek to utilize and benefit from the substantial resources within HPS, as well as the Investment Team’s extensive relationships with management teams, industry experts, consultants, and outside advisors. The Fund may at times retain outside consultants, expert networks, research firms and accounting and audit services to help enhance due diligence in certain areas of focus. The Investment Team intends to work closely with involved counterparties, such as financial intermediaries, or directly with a borrower’s management team, which is expected to provide certain due diligence advantages by facilitating access to the information needed to complete each step of the Investment Team’s screening, due diligence and monitoring process. In addition, the Investment Team seeks to employ a comprehensive investment process, which may include

in-depth

due diligence and full credit analysis on transaction drivers, investment thesis, review of business, industry and borrower risks and mitigants, undertaking a competitive analysis, management calls/meetings, reviewing and performing financial analysis of historical results, preparing detailed models with financial forecasts, examining legal structure/terms/collateral, performing relative value analysis, employing external consultants and/or other considerations that the Investment Team deems appropriate. This investment process typically includes:

Review of historical filings, financial information and other publicly-available information;

ii.

Assessment of monthly, quarterly and annual financial projections;

iii.

Business and industry diligence including meetings with senior management team, often in conjunction with retained third party experts;

iv.

Site/plant visits (where relevant), in certain cases in conjunction with retained industry-specific independent engineers;

Accounting and quality of earnings review, often through retained external accountants;

vi.

“Channel checks” on the company, industry and management team, utilizing the Investment Team’s relationships as well as the institutional relationships of HPS;

vii.

Background checks on senior management and members of the board of directors using external providers; and/or

viii.

Detailed legal and structural analysis of the borrower and negotiation of the investment documentation.

HPS generally seeks to employ a “cradle to grave” approach with respect to its investments such that the Investment Team is responsible for sourcing the investment, investment due diligence, and monitoring the investment until the investment is exited. HPS believes that this is a distinctive approach that can lead to (i) greater connectivity between HPS and a borrower’s management teams, (ii) enhanced access to the borrower details and (iii) increased accountability to help reduce the inherent risk of knowledge loss in circumstances where the sourcing, diligence and monitoring roles are fragmented.

Post-Closing – Active Monitoring and Value-Added Collaboration with Portfolio Companies

The Investment Team intends to monitor the activities and the financial condition of each portfolio company through active dialogue with members of the management team. Currently, portfolio holdings are reviewed on a monthly basis and, on a quarterly basis, the Investment Team holds

in-depth

portfolio review discussions led by the portfolio manager. Typically, during these discussions, each investment is assessed and ranked based on a risk scale that seeks to classify an investment by both operating and company/industry performance relative to its initial base-case plan. Based on these risk rankings, any investments that are undergoing strategic or financial challenges are typically reviewed and assessed on a weekly basis by the portfolio manager. The frequency of these discussions is intended to inform the Investment Team of any movement in the underlying operating and credit performance of the challenged investments on a nearly real-time basis.

Furthermore, HPS believes that these challenged investments benefit from the dedicated focus by HPS’s Workout and Value Enhancement Team (“WAVE”). The WAVE’s goal is to enhance values in positions with a high degree of risk and/or sufficient control, particularly in investments that have received reorganized equity post-restructuring. The WAVE seeks to work closely with the investment’s deal team through any workout processes, with a focus on preserving principal and enhancing post-reorganization equity value. The WAVE seeks to achieve this through a variety of activities, which may include the selection of new management teams, board members, setting of management incentives, engaging industry consultants, and/or identifying and implementing the

go-forward

strategy of the borrower. Where needed, the WAVE expects to work fluidly with the investment’s deal team and/or restructuring team and expects to act as an additional resource on challenged investments. Overall, this

hands-on

approach is designed to allow the Investment Team to proactively identify, address and mitigate downside risk to underperforming investments early in the life of the investment.

Disciplined Approach

Investment Committee

Our investment activities are under the direction of the Investment Committee and the Board. The Investment Committee is currently comprised of Michael Patterson, Scott Kapnick, Scot French, Purnima Puri, Faith Rosenfeld, Colbert Cannon, Michael Fenstermacher, Jeffrey Fitts, Vikas Keswani, and Grishma Parekh. Our

day-to-day

activities are overseen by our Investment Team, each member of which is an officer or employee of HPS or its affiliate. The Investment Team includes individuals with substantial experience in both secured loan and public credit investing and risk management. HPS may change the composition of the Investment Committee and the Investment Team at any time, and HPS 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, subject to any information barriers. The Investment Committee Meeting is the forum in which Investment Committee members can raise key questions, counter opinions, and deliberate on the investment opportunity.

Allocation of Investment Opportunities

General

Our Adviser, HPS and/or certain of their affiliates provide investment management services to registered investment companies, investment funds, client accounts and proprietary accounts that the Adviser, HPS and/or such affiliates may establish.

The Adviser shares any investment and sale opportunities with its, HPS’s and such affiliates’ other clients and us in accordance with the Advisers Act and firm-wide allocation policies. Subject to the Advisers Act and as further set forth in this prospectus, certain other clients of the Adviser or certain clients of HPS and/or their affiliates may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements.

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 Fund’s ability to make investments or enter into transactions alongside other clients.

Co-Investment

Relief

Affiliates of the Adviser and the Fund have received an exemptive order from the SEC that permits the Fund to

co-invest

with certain other persons, including, but not limited to, certain affiliates of the Adviser and certain funds and accounts managed and controlled by the Adviser or its affiliates. Subject to the 1940 Act and the conditions of any such

co-investment

order issued by the SEC, the Fund may, under certain circumstances,

co-invest

with certain affiliated accounts in investments that are suitable for the Fund and one or more of such affiliated accounts. Even though the Fund and any such affiliated account

co-invest

in the same securities, any of these

co-investment

exemptive relief. If the Adviser determines that an investment is not appropriate for us, the investment will not be allocated to us. On a quarterly basis, the Adviser will provide the Board with reports or other information requested by the Board related to the Fund’s participation in

co-investment

transactions and a summary of related matters, if any, deemed significant that may have arisen during the relevant period.

Competition

non-traditional

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.

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 Adviser 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 Adviser 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 service providers.

Non-Exchange

Traded, Perpetual-Life BDC

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 our Declaration of Trust or otherwise to effect a liquidity event at any time.

FINRA Rule 2310(b)(3)(D) requires that we disclose the liquidity of prior public programs sponsored by the Adviser, 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 Adviser has not sponsored any prior public programs responsive to FINRA Rule 2310(b)(3)(D).

Employees

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 Adviser or its affiliates pursuant to the terms of the Investment Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement, as applicable. Each of our executive officers described under “Management of the Fund” is employed by the Adviser or its affiliates. Our

day-to-day

investment operations are managed by the Adviser. Most of the services necessary for the originating and administration of our investment portfolio are provided by investment professionals employed by the Adviser 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); provided, that such expenses shall exclude (1) rent or depreciation, utilities, capital equipment and other administrative items of the Administrator, and (2) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any “Controlling Person” (as defined in the Omnibus Guidelines) of the Administrator.

Regulation as a BDC

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

Qualifying Assets

. Under the 1940 Act, a BDC may not acquire any asset other than Qualifying Assets, unless, at the time the acquisition is made, Qualifying Assets represent at least 70% of the company’s total assets. The principal categories of Qualifying Assets relevant to our business are any of the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company (as defined below), or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC. An “Eligible Portfolio Company” is defined in the 1940 Act as any issuer which:

(a)

is organized under the laws of, and has its principal place of business in, the United States;

(b)

is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

(c)

satisfies any of the following:

(i) does not have any class of securities that is traded on a national securities exchange;

(ii) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and

non-voting

common equity of less than $250 million;

(iii) is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or

(iv) is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

(2) Securities of any Eligible Portfolio Company controlled by us.

(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4) Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the Eligible Portfolio Company.

(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance

. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. However, in order to count portfolio securities as Qualifying Assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group makes available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its trustees, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance.

Temporary Investments

. Pending investment in other types of Qualifying Assets, as described above, our investments can consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of our assets would be Qualifying Assets.

Warrants

. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares that it may have outstanding at any time. In particular, the amount of shares that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase shares cannot exceed 25% of the BDC’s total outstanding shares.

Leverage and Senior Securities; Coverage Ratio.

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our Common Shares if our asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On August 30, 2021, our sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.

We have entered into credit facilities, unsecured notes, debt securitization issuances and other financing arrangements to facilitate our investment objectives. Such credit facilities typically bear interest at floating rates spreads over SOFR or other applicable reference rates. Shareholders will bear the costs associated with any borrowings under our financing arrangements. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations. In addition, from time to time, our losses on leveraged investments may result in the liquidation of other investments held by us and may result in additional drawdowns to repay such amounts.

We may enter into a 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. We would typically have to post collateral to cover this potential obligation.

We have created, and may in the future also create, leverage by securitizing our assets (including in CLOs) and retaining the equity portion of, and/or the subordinated notes issued by, the securitized vehicle. See “Risk Factors—The Fund is Subject to Risks Associated with Forming CLOs.” We may also from time to time make secured loans of our marginable securities to brokers, dealers and other financial institutions.

Code of Ethics

. We and the Adviser have adopted a code of ethics pursuant to Rule

17j-1

under the 1940 Act and Rule

204A-1

under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. You may read and copy this code of ethics at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at

(202) 551-8090.

You may also obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

Affiliated Transactions

. We may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our Trustees who are not interested persons and, in some cases, the prior approval of the SEC. Affiliates of the Adviser and the Fund have received an exemptive order from the SEC that permits us, among other things, to

co-invest

Other

. We will be periodically examined by the SEC for compliance with the 1940 Act, and be subject to the periodic reporting and related requirements of the Exchange Act.

We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any Trustee or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

SENIOR SECURITIES

Information about our senior securities is shown in the following table as of the end of the audited fiscal years ended December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2022. This information about our senior securities should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.


	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidating Preference per Unit (3)		Average Market Value per Unit (4)
HLEND A Funding Facility
December 31, 2025	$	758,407		1,957.4		—		N/A
December 31, 2024		683,184		2,163.2		—		N/A
December 31, 2023		615,838		2,231.6		—		N/A
December 31, 2022		453,663		2,473.7		—		N/A
HLEND B Funding Facility
December 31, 2025		833,783		1,957.4		—		N/A
December 31, 2024		955,572		2,163.2		—		N/A
December 31, 2023		513,747		2,231.6		—		N/A
December 31, 2022		482,084		2,473.7		—		N/A
HLEND C Funding Facility
December 31, 2025		510,000		1,957.4		—		N/A
December 31, 2024		487,500		2,163.2		—		N/A
December 31, 2023		487,500		2,231.6		—		N/A
HLEND D Funding Facility
December 31, 2025		757,110		1,957.4		—		N/A
December 31, 2024		830,343		2,163.2		—		N/A
December 31, 2023		195,000		2,231.6		—		N/A
HLEND E Funding Facility
December 31, 2025		906,290		1,957.4		—		N/A
December 31, 2024		642,800		2,163.2		—		N/A
Revolving Credit Facility
December 31, 2025		1,742,106		1,957.4		—		N/A
December 31, 2024		1,186,264		2,163.2		—		N/A
December 31, 2023		1,025,294		2,231.6		—		N/A
December 31, 2022		704,819		2,473.7		—		N/A
November 2025 Notes
December 31, 2025		—		—		—		N/A
December 31, 2024		170,000		2,163.2		—		N/A
December 31, 2023		170,000		2,231.6		—		N/A
December 31, 2022		170,000		2,473.7		—		N/A
November 2027 Notes
December 31, 2025		155,000		1,957.4		—		N/A
December 31, 2024		155,000		2,163.2		—		N/A
December 31, 2023		155,000		2,231.6		—		N/A
December 31, 2022		155,000		2,473.7		—		N/A
March 2026 Notes
December 31, 2025		—		—		—		N/A
December 31, 2024		276,000		2,163.2		—		N/A
December 31, 2023		276,000		2,231.6		—		N/A


	Total Amount Outstanding Exclusive of Treasury Securities (1)		Asset Coverage per Unit (2)		Involuntary Liquidating Preference per Unit (3)		Average Market Value per Unit (4)
March 2028 Notes
December 31, 2025		124,000		1,957.4		—		N/A
December 31, 2024		124,000		2,163.2		—		N/A
December 31, 2023		124,000		2,231.6		—		N/A
September 2027 Notes
December 31, 2025		75,000		1,957.4		—		N/A
December 31, 2024		75,000		2,163.2		—		N/A
December 31, 2023		75,000		2,231.6		—		N/A
September 2028 Notes
December 31, 2025		250,000		1,957.4		—		N/A
December 31, 2024		250,000		2,163.2		—		N/A
December 31, 2023		250,000		2,231.6		—		N/A
January 2029 Notes
December 31, 2025		550,000		1,957.4		—		N/A
December 31, 2024		550,000		2,163.2		—		N/A
September 2029 Notes
December 31, 2025		400,000		1,957.4		—		N/A
December 31, 2024		400,000		2,163.2		—		N/A
January 2028 Notes
December 31, 2025		750,000		1,957.4		—		N/A
April 2032 Notes
December 31, 2025		500,000		1,957.4		—		N/A
June 2027 Notes
December 31, 2025		400,000		1,957.4		—		N/A
June 2030 Notes
December 31, 2025		500,000		1,957.4		—		N/A
September 2028-1 Notes
December 31, 2025		600,000		1,957.4		—		N/A
November 2030 Notes
December 31, 2025		500,000		1,957.4		—		N/A
2023 CLO Secured Notes
December 31, 2025		—		—		—		N/A
December 31, 2024		323,000		2,163.2		—		N/A
December 31, 2023		323,000		2,231.6		—		N/A
2023 CLO Refinancing Secured Notes
December 31, 2025		578,000		1,957.4		—		N/A
2024 CLO Secured Notes
December 31, 2025		400,000		1,957.4		—		N/A
December 31, 2024		400,000		2,163.2		—		N/A
2025 CLO Secured Debt
December 31, 2025		850,000		1,957.4		—		N/A
2025-4 CLO Secured Notes
December 31, 2025		850,000		1,957.4		—		N/A
Short-Term Borrowings
December 31, 2025		—		—		—		N/A
December 31, 2024		—		—		—		N/A
December 31, 2023		—		—		—		N/A
December 31, 2022		379,081		2,473.7		—		N/A

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

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.

(3)	The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)	Not applicable because the senior securities are not registered for public trading.

As of December 31, 2025, the aggregate principal amount of indebtedness outstanding was $12,989.7 million. As of December 31, 2024, the aggregate principal amount of indebtedness outstanding was $7,508.7 million.

PORTFOLIO COMPANIES

The following table sets forth certain information as of December 31, 2025 for each portfolio company in which the Fund had an investment. Percentages shown for class of securities held by the Fund represent percentage of the class owned and do not necessarily represent voting ownership or economic ownership.

The Adviser, as the Fund’s valuation designee, approved the valuation of the Fund’s investment portfolio, as of December 31, 2025, at fair value as determined in good faith using a consistently applied valuation process in accordance with the Fund’s documented valuation policy that has been reviewed and approved by the Board. The Adviser also approved in good faith the valuation of such securities as of the end of each quarter. For more information relating to the Fund’s investments, see the Fund’s financial statements included elsewhere in this prospectus.


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Non-Controlled/Non-Affiliated Investments
First Lien Debt
Aerospace and Defense
Arcfield Acquisition Corp (4)(8)(25)	14295 Park Meadow Drive, Chantilly, VA 20151	SF + 5.00%		8.84	%		10/28/2031			$ 88,906		$88,698			$89,594
Arcfield Acquisition Corp (4)(6)(8)	14295 Park Meadow Drive, Chantilly, VA 20151						10/28/2031			11,100		(23	)		(16)
Arcfield Acquisition Corp (4)(6)(8)	14295 Park Meadow Drive, Chantilly, VA 20151						10/28/2031			2,572		(13	)		(4)
Cadence - Southwick, Inc. (4)(10)(25)	2655 Seely Avenue, San Jose, CA, 95134	SF + 4.75%		8.74	%		5/3/2029			40,593		39,908			40,593
Cadence - Southwick, Inc. (4)(10)(25)	2655 Seely Avenue, San Jose, CA, 95134	SF + 4.75%		8.72	%		5/3/2029			3,050		3,012			3,050
Cadence - Southwick, Inc. (4)(6)(10)(24)	2655 Seely Avenue, San Jose, CA, 95134	SF + 4.75%		8.60	%		5/3/2028			17,561		8,390			8,586
Carbon Topco, Inc. (4)(6)(9)	Pilot Way Ansty Business Park, Coventry, CV7 9JU, UK						5/1/2030			11,985		(189	)		—
Carbon Topco, Inc. (4)(9)(25)	Pilot Way Ansty Business Park, Coventry, CV7 9JU, UK	SF + 5.75%		9.59	%		11/1/2030			71,569		70,417			71,569
Fastener Distribution Holdings, LLC (4)(9)(25)	5200 Sheila Street, Commerce, CA 90040	SF + 4.75%		8.42	%		11/4/2031			75,064		74,438			75,174
Fastener Distribution Holdings, LLC (4)(6)(9)(25)	5200 Sheila Street, Commerce, CA 90040	SF + 4.75%		8.42	%		11/4/2031			28,317		10,644			10,941
Frontgrade Technologies Holdings Inc. (4)(9)(25)	4350 Centennial Blvd, Colorado Springs, CO, 80907	SF + 5.25% (incl 1.50% PIK)		9.13	%		1/9/2030			36,816		36,176			35,654


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Frontgrade Technologies Holdings Inc. (4)(9)(25)	4350 Centennial Blvd, Colorado Springs, CO, 80907	SF + 5.25% (incl 1.50% PIK)		9.13	%		1/9/2030			7,751		7,655			7,506
Frontgrade Technologies Holdings Inc. (4)(6)(9)(25)	4350 Centennial Blvd, Colorado Springs, CO, 80907	SF + 5.00%		8.85	%		1/10/2028			6,864		953			912
Frontgrade Technologies Holdings Inc. (4)(9)(25)	4350 Centennial Blvd, Colorado Springs, CO, 80907	SF + 5.25% (incl 1.50% PIK)		9.12	%		1/9/2030			8,694		8,622			8,420
Frontgrade Technologies Holdings Inc. (4)(9)(25)	4350 Centennial Blvd, Colorado Springs, CO, 80907	SF + 5.00%		8.94	%		1/9/2030			1,980		1,971			1,917
Goat Holdco LLC (5)(7)(24)	123 Main St Bristol, CT, 06010	SF + 2.75% 6.47%					1/27/2032			7,396		7,325			7,424
RH Buyer Inc (4)(10)(25)	2901 Airport Dr, Torrance, California, 90505	SF + 6.50%		10.48	%		1/17/2031			117,013		115,048			113,926
RH Buyer Inc (4)(6)(10)(25)	2901 Airport Dr, Torrance, California, 90505	SF + 6.50%		10.42	%		1/17/2031			13,792		9,147			9,015
Tex-Tech Industries, Inc. (4)(9)(24)	1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284	SF + 4.75%		8.48	%		1/13/2031			80,810		80,133			81,618
Tex-Tech Industries, Inc. (4)(6)(9)(24)	1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284	SF + 4.75%		8.48	%		1/13/2031			18,094		10,692			11,037
Tex-Tech Industries, Inc. (4)(6)(9)(24)	1350 Bridgeport Drive, Suite 1, Kernersville, NC 27284	SF + 4.75%		8.48	%		1/13/2031			17,192		4,799			4,943
Titan BW Borrower L.P. (4)(8)(25)	555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087	SF + 5.38% (incl 2.88% PIK)		9.25	%		7/24/2032			250,922		248,594			248,987
Titan BW Borrower L.P. (4)(6)(8)	555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087						7/24/2032			21,056		(204	)		(162)
Titan BW Borrower L.P. (4)(6)(8)	555 E. Lancaster Avenue, Suite 400, Radnor, PA 19087						7/24/2032			48,935		(459	)		(377)
Valence Surface Technologies LLC (4)(10)(25)	300 Continental Blvd. Suite 600, El Segundo, CA 90245	SF + 8.25% (incl 6.50% PIK)		12.15	%		6/13/2031			155,520		152,413			155,840
Valence Surface Technologies LLC (4)(10)(25)	300 Continental Blvd. Suite 600, El Segundo, CA 90245	SF + 7.00%		10.74	%		6/13/2031			18,107		17,733			18,144
Valence Surface Technologies LLC (4)(6)(10)(25)	300 Continental Blvd. Suite 600, El Segundo, CA 90245	SF + 8.25% (incl 6.50% PIK)		11.92	%		6/13/2031			27,161		26,008			26,637
Valence Surface Technologies LLC (4)(6)(10)	300 Continental Blvd. Suite 600, El Segundo, CA 90245						6/13/2031			13,777		(281	)		—
West Star Aviation Acquisition, LLC (4)(6)(9)(24)	2 Airline Court, East Alton, IL 62024	SF + 4.50%		8.22	%		5/20/2032			7,418		1,062			1,113
West Star Aviation Acquisition, LLC (4)(6)(9)(24)	2 Airline Court, East Alton, IL 62024	SF + 4.50%		8.22	%		5/20/2032			11,114		5,100			5,222
West Star Aviation Acquisition, LLC (4)(9)(24)	2 Airline Court, East Alton, IL 62024	SF + 4.50%		8.22	%		5/20/2032			52,905		52,543			53,106


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
WP CPP Holdings, LLC (4)(6)(10)	1621 Euclid Avenue, Suite 1850 Cleveland, Ohio 44115						11/30/2029			26,285		(429	)		—
WP CPP Holdings, LLC (4)(10)(25)	1621 Euclid Avenue, Suite 1850 Cleveland, Ohio 44115	SF + 7.00% (incl 3.88% PIK)		10.77	%		11/30/2029			206,712		203,710			211,394

												1,283,593			1,301,763		10.47	%

Air Freight & Logistics
Zeppelin US Buyer Inc. (4)(6)(9)	1 Pennsylvania Plaza, Suite 1723, New York, NY 10119						8/2/2032			26,224		(254	)		(23)
Zeppelin US Buyer Inc. (4)(6)(9)	1 Pennsylvania Plaza, Suite 1723, New York, NY 10119						8/2/2032			13,112		(123	)		(12)
Zeppelin US Buyer Inc. (4)(9)(25)	1 Pennsylvania Plaza, Suite 1723, New York, NY 10119	SF + 4.75%		8.42	%		8/2/2032			85,664		84,859			85,588

												84,482			85,553		0.69	%

Asset Based Lending and Fund Finance
Montagu Lux Finco Sarl (4)(5)(6)(10)(29)	2 More London Pl, London SE1 2AP, United Kingdom	E + 5.50%		7.53	%		2/13/2032		EUR	65,158		33,408			37,449

												33,408			37,449		0.30	%

Automobile Components
ABC Group Holdings Inc (4)(5)(9)(28)	2020 Taylor Road, Auburn Hills, MI 48326	E + 5.88%		7.78	%		8/22/2031		EUR	92,436		104,537			104,935
ABC Group Holdings Inc (4)(5)(9)(23)(28)	2020 Taylor Road, Auburn Hills, MI 48326	E + 6.88%		8.78	%		8/22/2031		EUR	542		612			615
ABC Technologies Inc (4)(5)(9)(24)	2020 Taylor Road, Auburn Hills, MI 48326	SF + 5.75%		9.42	%		8/22/2031			146,538		141,371			141,419
ABC Technologies Inc (4)(5)(9)(23)(24)	2020 Taylor Road, Auburn Hills, MI 48326	SF + 6.71%		10.38	%		8/22/2031			868		837			837
Belron Finance 2019 LLC (8)(25)	2400 Farmers Drive, Columbus, OH 43235	SF + 2.25%		6.12	%		10/16/2031			14,500		14,463			14,600
Clarios Global LP (7)(24)	Florist Tower, 5757 N. Green Bay Ave., Glendale, WI 53209	SF + 2.50%		6.22	%		5/6/2030			10,616		10,579			10,644
Clarios Global LP (7)(24)	Florist Tower, 5757 N. Green Bay Ave., Glendale, WI 53209	SF + 2.75%		6.47	%		1/28/2032			5,353		5,347			5,387
Tenneco Inc (8)(25)	15701 Technology Drive, Northville, MI 48168	SF + 5.00%		8.99	%		11/17/2028			8,000		7,884			7,878
Tenneco Inc (8)(25)	15701 Technology Drive, Northville, MI 48168	SF + 4.75%		8.74	%		11/17/2028			3,862		3,812			3,795

												289,442			290,110		2.33	%


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Beverages
Vital Bidco AB (4)(5)(10)(24)	Sturegatan 11, 114 36 Stockholm, Sweden	SF + 4.25%		7.97	%		10/29/2031			96,916		95,283			97,885
Vital Bidco AB (4)(5)(6)(10)	Sturegatan 11, 114 36 Stockholm, Sweden						10/29/2030			16,892		(272	)		—

												95,011			97,885		0.79	%

Broadline Retail
Auctane Inc (4)(9)(26)	4301 Bull Creek Rd Ste 300 Austin, TX 78731	SF + 5.75%		9.58	%		10/5/2028			24,250		24,250			23,593
Thrasio LLC (4)(10)(24)	85 West St Suite 4 Walpole, MA 02081	SF + 8.00%		11.84	%		6/18/2029			430		428			430
Thrasio LLC (4)(10)(19)(23)(24)	85 West St Suite 4 Walpole, MA 02081	SF + 8.00%					6/18/2029			1,305		1,029			940

												25,707			24,963		0.20	%

Building Products
Enstall Group B.V. (4)(5)(8)(19)(29)	Londenstraat 16, 7418EE Deventer, Netherlands	E + 6.50%					8/30/2028		EUR	66,292		69,257			41,330
Fire Flow Intermediate Corporation (4)(9)(25)	2001 Spring Road, Suite 300, Oak Brook, IL 60523	SF + 4.75%		8.59	%		7/10/2031			122,751		121,772			123,978
Hunter Douglas Inc (7)(25)	55 West 46th Street, 27th Floor, New York, NY 10036	SF + 3.00%		6.67	%		1/17/2032			2,283		2,273			2,298
Nexus Intermediate III, LLC (4)(9)(26)	20 Odyssey, Irvine, CA 92618	SF + 4.75%		8.42	%		12/6/2029			1,041		1,049			1,031
Saber Parent Holdings Corp (4)(7)(25)	650 S. Tryon Street, Suite 1000 Charlotte, NC 28202	SF + 4.50%		8.21	%		12/16/2032			100,388		99,889			99,890
Saber Parent Holdings Corp (4)(6)(7)	650 S. Tryon Street, Suite 1000 Charlotte, NC 28202						12/16/2032			27,693		(138	)		(138)
Saber Parent Holdings Corp (4)(6)(7)	650 S. Tryon Street, Suite 1000 Charlotte, NC 28202						12/16/2032			15,205		(76	)		(76)
SWF Holdings I Corp (10)(24)	7549 Graber Road, Middleton, WI 53562	SF + 4.50%		8.33	%		12/19/2029			73		70			72
SWF Holdings I Corp (10)(24)	7549 Graber Road, Middleton, WI 53562	SF + 4.00%		7.83	%		10/6/2028			667		636			442
SWF Holdings I Corp (6)(10)	7549 Graber Road, Middleton, WI 53562						12/19/2029			94		—			—

												294,732			268,827		2.16	%

Capital Markets
DRW Holdings LLC (7)(24)	540 W Madison St Ste 2500 Chicago, IL, 60661	SF + 3.50%		7.22	%		6/26/2031			13,209		13,152			13,056
Jump Financial LLC (7)(25)	600 W Chicago Ave, Chicago, IL 60654	SF + 3.50%		7.17	%		2/26/2032			3,886		3,876			3,847
Wharf Street Ratings Acquisition LLC (4)(9)(24)	805 Third Avenue, 29th Floor, New York, NY10022	SF + 4.75%		8.47	%		9/16/2032			256,275		253,816			254,473
Wharf Street Ratings Acquisition LLC (4)(6)(9)	805 Third Avenue, 29th Floor, New York, NY10022						9/16/2032			28,475		(279	)		(200)
Wharf Street Ratings Acquisition LLC (4)(6)(9)	805 Third Avenue, 29th Floor, New York, NY10022						9/16/2032			30,241		(290	)		(212)


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Yes Energy LLC (4)(10)(24)	1877 Broadway St. Suite 606, Boulder, CO 80302	SF + 4.75%		8.47	%		4/21/2028			39,618		39,333			39,618
Yes Energy LLC (4)(10)(24)	1877 Broadway St. Suite 606, Boulder, CO 80302	SF + 4.75%		8.47	%		4/21/2028			14,224		14,137			14,224
Yes Energy LLC (4)(10)(24)	1877 Broadway St. Suite 606, Boulder, CO 80302	SF + 4.75%		8.47	%		4/21/2028			9,639		9,559			9,639
Yes Energy LLC (4)(6)(10)	1877 Broadway St. Suite 606, Boulder, CO 80302						4/21/2028			2,443		—			—
Yes Energy LLC (4)(10)(24)	1877 Broadway St. Suite 606, Boulder, CO 80302	SF + 4.75%		8.47	%		4/21/2028			7,432		7,347			7,432

												340,651			341,877		2.75	%

Chemicals
Bakelite US Holdco Inc (7)(25)	1040 Crown Pointe Parkway Suite 700, Atlanta, GA 30338	SF + 3.75%		7.42	%		12/23/2031			6,145		6,092			5,973
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15)(25)	1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada	SF + 10.00%		13.77	%		11/9/2026			12,018		11,950			11,474
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15)(25)	1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada	SF + 10.00%		13.77	%		11/9/2026			921		916			880
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15)(25)	1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada	SF + 10.00%		13.77	%		11/9/2026			927		921			885
Braya Renewable Fuels (Newfoundland) LP (4)(5)(15)(25)	1 Refinery Rd, Box 40, Come By Chance, Newfoundland and Labrador A0B 1N0, Canada	SF + 10.00%		13.77	%		11/9/2026			10,150		10,081			9,691
Discovery Purchaser Corp (8)(25)	5000 CentreGreen Way, Suite 400, Cary, NC 27513	SF + 3.75%		7.61	%		10/4/2029			5,014		4,866			4,830
Formerra LLC (4)(10)(24)	1250 Windham Pkwy, Romeoville, IL 60446	SF + 7.25%		11.22	%		11/1/2028			103,551		101,926			102,570
Formerra LLC (4)(6)(10)	1250 Windham Pkwy, Romeoville, IL 60446						11/1/2028			12,031		(184	)		(114)
Formerra LLC (4)(10)(24)	1250 Windham Pkwy, Romeoville, IL 60446	SF + 7.25%		11.22	%		11/1/2028			4,166		4,100			4,127
Fortis 333 Inc (7)(25)	5 Beaconsfield Street, King’s Cross, N1C 4EW, London	SF + 3.50%		7.17	%		3/27/2032			2,238		2,233			2,222
Lummus Technology Holdings V LLC (7)(24)	5825 N. Sam Houston Pkwy. W., #600, Houston, TX 77086	SF + 2.50%		6.22	%		12/31/2029			24,852		24,674			24,903

												167,575			167,441		1.35	%

138


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Commercial Services & Supplies
ABC Legal Holdings, LLC (4)(9)(25)	1099 Stewart St., Suite 700, Seattle, WA 98101	SF + 4.50%		8.34	%		8/13/2032			80,458		79,698			81,263
ABC Legal Holdings, LLC (4)(6)(9)	1099 Stewart St., Suite 700, Seattle, WA 98101						8/13/2032			24,138		(235	)		241
ABC Legal Holdings, LLC (4)(6)(9)	1099 Stewart St., Suite 700, Seattle, WA 98101						8/13/2032			16,200		(153	)		—
Allied Universal Holdco LLC (7)(24)	161 Washington Street, Suite 600, Conshohocken, PA 19428	SF + 3.25%		6.97	%		8/20/2032			13,079		13,064			13,162
Apex Group Treasury LLC (5)(7)(25)	Vallis Building, 58 Par-LaVille Road Hamilton, HM 11 Bermuda	SF + 3.50%		7.39	%		2/27/2032			13,480		13,362			12,740
Argos Health Holdings, Inc. (4)(9)(25)	5440 Harvest Hill Rd, Dallas, TX 75230	SF + 5.00%		8.88	%		12/3/2029			640		636			646
AVSC Holding Corp. (4)(9)(24)	5100 North River Road Ste 300 Schiller Park, IL, 60176	SF + 5.00%		8.72	%		12/5/2031			73,632		72,384			74,369
AVSC Holding Corp. (4)(6)(9)	5100 North River Road Ste 300 Schiller Park, IL, 60176						12/5/2029			8,660		(136	)		—
Axiom Buyer, LLC (4)(10)(24)	9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381	SF + 6.50%		10.22	%		1/14/2030			148,451		145,733			146,714
Axiom Buyer, LLC (4)(6)(10)	9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381						1/14/2030			16,189		(351	)		(189)
Axiom Buyer, LLC (4)(6)(10)(24)	9709 Lakeside Blvd, Suite 575, The Woodlands, TX 77381	SF + 6.50%		10.22	%		1/14/2030			18,189		10,840			10,960
Certania Beteiligungen GmbH (4)(5)(6)(7)	Löwengrube 18, 80333 München, Germany						5/23/2029		EUR	22,824		(592	)		(587)
Coretrust Purchasing Group LLC (4)(6)(9)	601 11th Avenue, Suite 700, Nashville, TN 37203						10/1/2029			11,656		(187	)		—
Coretrust Purchasing Group LLC (4)(9)(24)	601 11th Avenue, Suite 700, Nashville, TN 37203	SF + 5.00%		8.72	%		10/1/2029			90,757		89,448			90,757
Coretrust Purchasing Group LLC (4)(6)(9)	601 11th Avenue, Suite 700, Nashville, TN 37203						10/1/2029			3,844		(27	)		—
Eagle 2021 Lower Merger Sub, LLC (4)(9)(25)	5440 Harvest Hill Rd, Dallas, TX 75230	SF + 5.00%		8.88	%		12/3/2029			800		795			808
Guardian US Holdco LLC (8)(25)	550 West 34th Street, 48th Floor, New York, NY 10001	SF + 3.50%		7.17	%		1/31/2030			7,801		7,708			7,824
ImageFIRST Holdings, LLC (7)(25)	900 E. Eighth Ave, Suite 200, King of Prussia, PA 19406	SF + 3.00%		6.73	%		3/12/2032			4,643		4,633			4,655

139


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Madison IAQ LLC (8)(25)	444 West Lake, Suite 4400, Chicago, IL 60606	SF + 2.50%		6.70	%		6/21/2028			1,240		1,213			1,248
NBG Acquisition Corp. (4)(9)(25)	721 N Eckhoff St, Orange, CA 92868	SF + 6.00% (incl 3.50% PIK)		9.84	%		11/4/2030			21,279		21,212			17,116
NBG Acquisition Corp. (4)(9)(25)	721 N Eckhoff St, Orange, CA 92868	SF + 6.00% (incl 3.50% PIK)		9.67	%		11/6/2028			3,351		3,319			2,695
NBG Acquisition Corp. (4)(6)(9)(25)	721 N Eckhoff St, Orange, CA 92868	SF + 6.00% (incl 3.50% PIK)		9.67	%		11/4/2030			2,909		1,975			1,418
NDT Global Holding Inc. (4)(5)(8)(24)	3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC	SF + 4.50%		8.22	%		6/4/2032			119,700		118,602			118,970
NDT Global Holding Inc. (4)(5)(6)(8)(24)	3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC	SF + 4.50%		8.22	%		6/4/2032			60,522		26,058			26,261
NDT Global Holding Inc. (4)(5)(6)(8)	3425 Pierre-Ardouin, G1P 0B3, Quebec, CA-QC						6/4/2032			30,474		(280	)		(186)
NTH Degree Purchaser Inc (4)(10)(25)	3237 Satellite Boulevard, Suite 600, Duluth, GA 30096	SF + 5.25%		8.99	%		9/10/2030			100,602		99,030			100,076
NTH Degree Purchaser Inc (4)(6)(10)	3237 Satellite Boulevard, Suite 600, Duluth, GA 30096						9/10/2030			30,800		(549	)		(161)
NTH Degree Purchaser Inc (4)(6)(10)	3237 Satellite Boulevard, Suite 600, Duluth, GA 30096						9/10/2030			16,125		(252	)		(84)
Retail Services WIS Corporation (4)(10)(25)	7950 Legacy Dr, Suite 800, Plano, Texas 75024	SF + 7.00%		10.82	%		8/29/2030			109,427		107,389			107,559
Retail Services WIS Corporation (4)(6)(10)	7950 Legacy Dr, Suite 800, Plano, Texas 75024						8/29/2030			25,930		(501	)		(443)
Sentinel Buyer Corp. (4)(6)(9)	100 Summer Street, 3rd Floor, Boston, MA 02110						11/6/2032			21,437		(180	)		(210)
Sentinel Buyer Corp. (4)(9)(24)	100 Summer Street, 3rd Floor, Boston, MA 02110	SF + 5.00%		8.72	%		11/6/2032			257,181		255,050			254,664
Team, Inc. (4)(10)(24)	13131 Dairy Ashford Rd Ste 600 Sugar Land, TX, 77478	SF + 6.25%		10.00	%		3/12/2030			51,967		50,988			51,345
Team, Inc. (4)(6)(10)	13131 Dairy Ashford Rd Ste 600 Sugar Land, TX, 77478						3/12/2030			14,960		(309	)		(179)
Victors Purchaser LLC (4)(8)(25)	3855 Sparks Dr. SE, Grand Rapids, MI 49546	SF + 4.50%		8.19	%		12/23/2032			74,072		73,887			73,887
Victors Purchaser LLC (4)(6)(8)	3855 Sparks Dr. SE, Grand Rapids, MI 49546						12/23/2032			5,802		(29	)		(14)
Victors Purchaser LLC (4)(6)(8)(24)	3855 Sparks Dr. SE, Grand Rapids, MI 49546	SF + 4.50%		8.23	%		12/23/2032			11,035		887			914

140


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Wasserman Media Group, LLC (7)(24)	10900 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90024	SF + 3.00%		6.72	%		6/23/2032			4,156		4,137			4,172

												1,198,267			1,202,411		9.67	%

Communications Equipment
Ribbon Communications Operating Company, Inc (4)(5)(10)(24)	6500 Chase Oaks Blvd., Suite 100, Plano, TX 75023	SF + 6.25%		9.97	%		6/21/2029			54,994		54,231			55,553
Ribbon Communications Operating Company, Inc (4)(5)(6)(10)	6500 Chase Oaks Blvd., Suite 100, Plano, TX 75023						6/21/2029			6,365		(88	)		—

												54,143			55,553		0.45	%

Construction & Engineering
NRO Holdings III Corp. (4)(6)(9)(24)	100 High Pt Pkwy, Suite 102, Braselton, GA 30517	SF + 5.25%		8.99	%		7/15/2030			100		77			79
NRO Holdings III Corp. (4)(9)(25)	100 High Pt Pkwy, Suite 102, Braselton, GA 30517	SF + 5.25%		9.15	%		7/15/2031			677		666			683
NRO Holdings III Corp. (4)(6)(9)(25)	100 High Pt Pkwy, Suite 102, Braselton, GA 30517	SF + 5.25%		9.01	%		7/15/2031			214		130			135
Pike Corporation (4)(9)(25)	615 S. College St., Charlotte, NC 28202	SF + 4.50%		8.20	%		12/20/2032			119,012		118,419			118,419
Pike Corporation (4)(6)(9)	615 S. College St., Charlotte, NC 28202						12/20/2032			25,872		(129	)		(129)
Pike Corporation (4)(6)(9)	615 S. College St., Charlotte, NC 28202						12/20/2032			19,117		(95	)		(95)

												119,068			119,092		0.96	%

Consumer Finance
PCP CW Aggregator Holdings II, L.P. (4)(5)(10)(25)	101 Crossways Park West, Woodbury, NY 11797	SF + 7.75% PIK		11.60	%		2/9/2028			25,578		25,496			25,681

												25,496			25,681		0.21	%

Consumer Staples Distribution & Retail
DIA Finance S.L.U. (4)(5)(9)(29)	Calle Jacinto Benavente, 2—A 28232, Las Rozas de Madrid, Madrid Spain	E + 6.75%		8.82	%		12/27/2029		EUR	170,600		173,613			200,457
Puma Buyer LLC (4)(8)(25)	121 Bayer Road, Pittsburgh, PA 15205	SF + 4.25%		7.92	%		3/29/2032			59,535		59,138			59,244
Puma Buyer LLC (4)(8)(25)	121 Bayer Road, Pittsburgh, PA 15205	SF + 4.25%		7.92	%		3/29/2032			27,361		27,227			27,227
Puma Buyer LLC (4)(6)(8)	121 Bayer Road, Pittsburgh, PA 15205						3/29/2032			15,248		(92	)		(75)
SW Ingredients Holdings, LLC (4)(6)(9)(24)	8101 Presidents Dr, Orlando, Florida 32809	SF + 5.00%		8.72	%		5/2/2030			32,714		8,497			8,742

141


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
SW Ingredients Holdings, LLC (4)(9)(24)	8101 Presidents Dr, Orlando, Florida 32809	SF + 5.00%		8.72	%		5/2/2030			191,516		189,021			190,461
SW Ingredients Holdings, LLC (4)(6)(9)	8101 Presidents Dr, Orlando, Florida 32809						5/2/2030			23,763		(333	)		(131)
Vermont Aus Pty Ltd (4)(5)(9)(34)	Quarter One, Level 2, 1 Epping Road, North Ryde, NSW 2113, Australia	B + 4.50%		8.29	%		3/23/2028		AUD	34,409		25,431			22,962
Vermont Aus Pty Ltd (4)(5)(9)(34)	Quarter One, Level 2, 1 Epping Road, North Ryde, NSW 2113, Australia	B + 4.50%		8.29	%		3/23/2028		AUD	20,738		14,139			13,838

												496,641			522,725		4.20	%

Containers & Packaging
BP Purchaser, LLC (4)(9)(25)	2650 Galvin Drive, Elgin, IL 60124	SF + 5.50%		9.48	%		12/11/2028			28,402		28,165			22,625
Capripack Debtco PLC (4)(5)(10)(29)	Rivergate, Handelskai 92, 1200 Vienna, Austria	E + 5.75% (incl 2.50% PIK)		7.75	%		1/3/2030		EUR	13,743		14,683			16,200
Capripack Debtco PLC (4)(5)(10)(29)	Rivergate, Handelskai 92, 1200 Vienna, Austria	E + 5.75% (incl 2.50% PIK)		7.75	%		1/3/2030		EUR	73,978		79,040			87,203
Capripack Debtco PLC (4)(5)(10)(29)	Rivergate, Handelskai 92, 1200 Vienna, Austria	E + 5.75% (incl 2.50% PIK)		7.82	%		1/3/2030		EUR	30,443		30,754			35,885
Capripack Debtco PLC (4)(5)(10)(29)	Rivergate, Handelskai 92, 1200 Vienna, Austria	E + 5.75% (incl 2.50% PIK)		7.82	%		1/3/2030		EUR	26,638		26,910			31,399
Clydesdale Acquisition Holdings Inc (8)(24)	3436 Toringdon Way, Suite 100, Charlotte, NC 28277	SF + 3.18%		6.89	%		4/13/2029			7,576		7,562			7,591

												187,114			200,903		1.62	%

Distributors
Johnstone Supply LLC (7)(24)	11632 NE Ainsworth Circle, Portland, OR 97220	SF + 2.50%		6.23	%		6/9/2031			6,228		6,221			6,270
Thermostat Purchaser III Inc (9)(25)	10 Parkway North, Suite 100, Deerfield, IL 60015	SF + 4.25%		7.92	%		8/31/2028			7,900		7,900			7,887

												14,121			14,157		0.11	%

Diversified Consumer Services
Aesthetics Australia Group Pty Ltd (4)(5)(8)(35)	40 Miller Street, North Sydney , New South Wales 2060, Australia	B + 9.38% PIK		13.20	%		3/21/2028		AUD	61,678		39,547			33,405
AI Learning (Singapore) PTE. LTD. (4)(5)(12)(39)	101 Thomson Road, Singapore, Singapore 307591	SORA + 7.50%		9.00	%		5/25/2027		SGD	45,400		33,198			34,946
American Academy Holdings, LLC (4)(17)(24)	2233 S Presidents Drive Suite F, Salt Lake City, UT 84120	SF + 9.75% (incl 5.25% PIK)		13.58	%		6/30/2027			58,857		58,857			58,433

142


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)		Fair Value		Percentage of Net Assets
Club Car Wash Operating, LLC (4)(10)(25)	1591 East Prathersville Road, Columbia, MO 65201	SF + 6.00%		9.82	%		6/16/2027			23,808		23,707		23,705
Club Car Wash Operating, LLC (4)(10)(25)	1591 East Prathersville Road, Columbia, MO 65201	SF + 6.00%		9.82	%		6/16/2027			11,635		11,560		11,584
Club Car Wash Operating, LLC (4)(10)(25)	1591 East Prathersville Road, Columbia, MO 65201	SF + 6.00%		9.82	%		6/16/2027			36,565		36,136		36,407
Club Car Wash Operating, LLC (4)(10)(25)	1591 East Prathersville Road, Columbia, MO 65201	SF + 6.00%		9.82	%		6/16/2027			71,775		71,402		71,464
Club Car Wash Operating, LLC (4)(6)(10)(25)	1591 East Prathersville Road, Columbia, MO 65201	SF + 6.00%		9.82	%		6/16/2027			37,893		24,011		24,198
Express Wash Concepts, LLC (4)(10)(24)	13375 National Rd Ste D, Etna, OH 43068	SF + 5.00%		8.82	%		4/30/2027			25,988		25,916		26,082
Express Wash Concepts, LLC (4)(10)(24)	13375 National Rd Ste D, Etna, OH 43068	SF + 5.00%		8.82	%		4/30/2027			46,275		46,151		46,444
Houghton Mifflin Harcourt Company (8)(24)	125 High St., Boston, MA 02110	SF + 5.25%		9.07	%		4/9/2029			24,739		24,374		21,897
IXM Holdings, Inc. (4)(11)(25)	250 Ridge Rd, Dayton, NJ 08810	SF + 6.50%		10.49	%		12/14/2029			18,241		18,060		18,241
IXM Holdings, Inc. (4)(11)(25)	250 Ridge Rd, Dayton, NJ 08810	SF + 6.50%		10.49	%		12/14/2029			1,626		1,608		1,626
IXM Holdings, Inc. (4)(6)(11)(24)	250 Ridge Rd, Dayton, NJ 08810	SF + 6.50%		10.29	%		12/14/2029			4,013		1,217		1,261
IXM Holdings, Inc. (4)(11)(25)	250 Ridge Rd, Dayton, NJ 08810	SF + 6.50%		10.29	%		12/14/2029			976		962		976
KUEHG Corp. (5)(8)(25)	650 North East Holladay Street Portland, OR 97232	SF + 2.75%		6.42	%		6/12/2030			2,362		2,358		2,300
Learning Care Group, Inc. (8)(25)	21333 Haggerty Rd., Suite 300 Novi, MI 48375	SF + 4.00%		7.86	%		8/11/2028			1,955		1,940		1,636
Mckissock Investment Holdings LLC (9)(25)	399 S Spring Ave. 108, St Louis, Missouri 63110	SF + 5.00%		9.04	%		3/12/2029			12,262		12,204		11,542
Mckissock Investment Holdings LLC (9)(25)	399 S Spring Ave. 108, St Louis, Missouri 63110	SF + 5.00%		8.87	%		3/12/2029			45,864		45,173		43,169
Mckissock Investment Holdings LLC (9)(25)	399 S Spring Ave. 108, St Louis, Missouri 63110	SF + 5.00%		9.03	%		3/12/2029			31,166		31,038		29,336
Spotless Brands, LLC (4)(10)(25)	2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181	SF + 5.75%		9.62	%		7/25/2028			103,194		102,283		103,123
Spotless Brands, LLC (4)(6)(10)(24)	2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181	SF + 5.75%		9.50	%		7/25/2028			5,175		992		1,031
Spotless Brands, LLC (4)(10)(25)	2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181	SF + 5.75%		9.62	%		7/25/2028			21,102		20,920		21,088
Spotless Brands, LLC (4)(10)(25)	2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181	SF + 5.75%		9.62	%		7/25/2028			15,660		15,525		15,649

143


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Spotless Brands, LLC (4)(10)(25)	2 Mid America Plaza, Suite 450, Oakbrook Terrace, IL 60181	SF + 5.50%		9.37	%		7/25/2028			30,855		30,636			30,768
TruGreen Limited Partnership (9)(24)	860 Ridge Lake Blvd, Memphis, TN 38120	SF + 4.00%		7.82	%		11/2/2027					8,398			8,358		8,249

												688,133			678,560		5.45	%

Diversified Telecommunication Services
Meriplex Communications, LTD (4)(9)(24)	10111 Richmond Avenue, Suite 500 Houston, TX 77042	SF + 5.00%		8.82	%		7/17/2028			13,583		13,493			13,214
Meriplex Communications, LTD (4)(9)(24)	10111 Richmond Avenue, Suite 500 Houston, TX 77042	SF + 5.00%		8.82	%		7/17/2028			2,875		2,860			2,797
Meriplex Communications, LTD (4)(9)(24)	10111 Richmond Avenue, Suite 500 Houston, TX 77042	SF + 5.00%		8.82	%		7/17/2028			1,143		1,136			1,112

												17,489			17,123		0.14	%

Electric Utilities
Cricket Valley Energy Center LLC (4)(18)(25)	2241 Route 22, Dover Plains, NY 12522	SF + 5.00%		8.75	%		6/26/2030			78,705		76,941			77,049

												76,941			77,049		0.62	%

Electrical Equipment
Arcline FM Holdings LLC (9)(25)	655 3rd St Suite 301, Beloit, WI 53511	SF + 2.75%		6.42	%		6/23/2030			18,109		18,109			18,207
Truck-Lite Co, LLC (4)(6)(9)	20600 Civic Center Dr, Southfield, Michigan 48076						2/13/2031			11,973		(164	)		—
Truck-Lite Co, LLC (4)(6)(9)(24)	20600 Civic Center Dr, Southfield, Michigan 48076	SF + 4.75%		8.48	%		2/13/2032			32,813		12,522			12,990
Truck-Lite Co, LLC (4)(6)(9)	20600 Civic Center Dr, Southfield, Michigan 48076						2/13/2032			16,303		(235	)		—
Truck-Lite Co, LLC (4)(9)(24)	20600 Civic Center Dr, Southfield, Michigan 48076	SF + 4.75%		8.48	%		2/13/2032			90,785		89,437			90,785
Truck-Lite Co, LLC (4)(9)(24)	20600 Civic Center Dr, Southfield, Michigan 48076	SF + 4.75%		8.48	%		2/13/2032			3,398		3,367			3,398
Truck-Lite Co, LLC (4)(6)(9)(25)	20600 Civic Center Dr, Southfield, Michigan 48076	SF + 4.75%		8.45	%		2/13/2032			3,357		1,906			1,956

												124,942			127,336		1.02	%

Electronic Equipment, Instruments & Components
Bright Light Buyer, Inc. (4)(10)(24)	3360 Davie Road, Suite 509 Davie, FL 33314	SF + 6.00%		9.72	%		11/8/2029			72,096		70,940			72,096
CC WDW Borrower, Inc. (4)(10)(25)	11010 Prairie Lakes Drive, Suite 155, Eden Prairie, MN 55344	SF + 6.75%		10.74	%		1/27/2028			44,189		43,713			44,190

144


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
CC WDW Borrower, Inc. (4)(6)(10)(25)	11010 Prairie Lakes Drive, Suite 155, Eden Prairie, MN 55344	SF + 6.75%		10.74	%		1/27/2028			5,122		3,148			3,201
CC WDW Borrower, Inc. (4)(10)(25)	11010 Prairie Lakes Drive, Suite 155, Eden Prairie, MN 55344	SF + 6.75%		10.57	%		1/27/2028			2,294		2,294			2,294
Dwyer Instruments Inc (4)(9)(25)	102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360	SF + 4.75%		8.42	%		7/20/2029			111,327		110,474			111,327
Dwyer Instruments Inc (4)(9)(25)	102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360	SF + 4.75%		8.42	%		7/20/2029			13,370		13,255			13,370
Dwyer Instruments Inc (4)(6)(9)(25)	102 Indiana Highway 212, PO Box 373, Michigan City, IN 46360	SF + 4.75%		8.69	%		7/20/2029			19,177		6,725			6,871
Hobbs & Associates LLC (7)(24)	4850 Brookside Court #100, Norfolk, VA 23502	SF + 2.75%		6.47	%		7/23/2031			15,358		15,306			15,375

												265,855			268,724		2.16	%

Energy Equipment & Services
Camin Cargo Control Holdings, Inc. (4)(10)(24)	1001 Shaw Avenue, Suite 300, Pasadena, TX 77506	SF + 5.50%		9.24	%		12/7/2029			63,276		62,467			61,200
Camin Cargo Control Holdings, Inc. (4)(6)(10)(25)	1001 Shaw Avenue, Suite 300, Pasadena, TX 77506	SF + 5.50%		9.34	%		12/7/2029			9,657		6,479			6,338
Camin Cargo Control Holdings, Inc. (4)(6)(10)(24)	1001 Shaw Avenue, Suite 300, Pasadena, TX 77506	SF + 5.50%		9.25	%		12/7/2029			9,702		5,082			4,888

												74,028			72,426		0.58	%

Entertainment
AMR GP Ltd (4)(5)(7)	Dadford Road, Silverstone, Northamptonshire NN12 8TJ United Kingdom	10.50% (incl 5.25% PIK)		10.50	%		7/10/2034			1,085		1,059			1,084
Aventine Intermediate LLC (4)(9)(25)	19762 MacArthur Blvd Suite 150, Irvine, CA 92612	SF + 6.00% (incl 3.50% PIK)		9.77	%		6/18/2029			679		676			660
Aventine Intermediate LLC (4)(9)(25)	19762 MacArthur Blvd Suite 150, Irvine, CA 92612	SF + 6.00% (incl 3.50% PIK)		9.77	%		6/18/2029			11,932		11,862			11,590
Endeavor Operating Co LLC (5)(7)(24)	9601 Wilshire Boulevard, 3rd Floor, Beverly Hills, CA 90210	SF + 3.00%		6.72	%		3/24/2032			8,178		8,142			8,235
Global Music Rights, LLC (4)(9)(25)	1100 Glendon Avenue Ste 2000 Los Angeles, CA, 90024	SF + 4.50%		8.17	%		12/20/2031			439,167		435,414			443,559
Global Music Rights, LLC (4)(6)(9)	1100 Glendon Avenue Ste 2000 Los Angeles, CA, 90024						12/20/2031			46,796		(399	)		—
Renaissance Financiere (4)(5)(7)(30)	6, rue Léo Delibes, 75116 Paris, France	E + 7.00%		9.04	%		7/26/2028			EUR 34,871		35,760			35,086

												492,514			500,214		4.02	%

145


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Financial Services
AI Circle Bidco Limited (4)(5)(10)(30)	Level 24, 32 London Bridge Street, London, England SE1 9SG, GB	E + 5.75%		7.83	%		2/8/2031			EUR 44,620		46,677			52,448
AI Circle Bidco Limited (4)(5)(10)(30)	Level 24, 32 London Bridge Street, London, England SE1 9SG, GB	E + 5.75%		7.83	%		2/8/2031			EUR 6,374		6,756			7,492
AI Circle Bidco Limited (4)(5)(6)(10)(30)	Level 24, 32 London Bridge Street, London, England SE1 9SG, GB	E + 5.75%		7.88	%		2/8/2031			EUR 66,803		51,774			54,415
Ascensus Holdings, Inc. (8)(24)	200 Dryden Road, Suite 4000, Dresher, PA 19025	SF + 3.00%		6.72	%		11/24/2032			14,005		13,970			14,008
Earps Bidco Limited (4)(5)(7)(31)	45 Gresham Street, EC2V 7BG, London	SN + 4.50%		8.23	%		3/28/2032			GBP 37,700		48,143			51,324
Earps Bidco Limited (4)(5)(6)(7)(31)	45 Gresham Street, EC2V 7BG, London	SN + 4.50%		8.23	%		3/28/2032			GBP 11,137		4,303			4,709
Earps Bidco Limited (4)(5)(7)(30)	45 Gresham Street, EC2V 7BG, London	E + 4.50%		6.62	%		3/28/2032			EUR 2,144		2,457			2,544
Eisner Advisory Group LLC (8)(24)	733 Third Avenue, New York, NY 10017	SF + 4.00%		7.72	%		2/28/2031			8,502		8,439			8,572
Empower Payments Investor, LLC (4)(9)(25)	1131 4th Avenue S, Ste 330, Nashville, TN 37210	SF + 4.50%		8.17	%		3/12/2031			100,162		98,677			99,370
Empower Payments Investor, LLC (4)(9)(25)	1131 4th Avenue S, Ste 330, Nashville, TN 37210	SF + 4.50%		8.17	%		3/12/2031			14,318		14,082			14,205
Empower Payments Investor, LLC (4)(6)(9)	1131 4th Avenue S, Ste 330, Nashville, TN 37210						3/12/2030			9,704		(136	)		(114	)
Empower Payments Investor, LLC (4)(9)(25)	1131 4th Avenue S, Ste 330, Nashville, TN 37210	SF + 4.50%		8.37	%		3/12/2031			14,088		13,956			13,977
Empower Payments Investor, LLC (4)(9)(25)	1131 4th Avenue S, Ste 330, Nashville, TN 37210	SF + 4.50%		8.17	%		3/12/2031			24,358		24,137			24,166
Empower Payments Investor, LLC (4)(9)(25)	1131 4th Avenue S, Ste 330, Nashville, TN 37210	SF + 4.50%		8.37	%		3/12/2031			57,428		56,875			56,974
Empower Payments Investor, LLC (4)(6)(9)	1131 4th Avenue S, Ste 330, Nashville, TN 37210						3/12/2031			17,272		(170	)		(137	)
Focus Financial Partners, LLC (7)(24)	875 Third Avenue, New York, New York, 10022	SF + 2.50%		6.22	%		9/15/2031			17,867		17,802			17,917
Harp Finco LTD (4)(5)(7)(31)	One College Square South, Anchor Road, BS1 5HL, United Kingdom	SN + 5.00%		8.72	%		3/27/2032			GBP 113,774		144,713			151,309
June Purchaser LLC (7)(25)	1717 Arch Street, Philadelphia, PA 19103	SF + 2.75%		6.42	%		11/28/2031			9,641		9,608			9,720
June Purchaser LLC (6)(7)	1717 Arch Street, Philadelphia, PA 19103						11/28/2031			1,619		(9	)		13
Madonna Bidco Ltd (4)(5)(7)(31)	Focus House, Ham Road, Shoreham-By-Sea, BN43 6PA, United Kingdom	SN + 5.25%		8.98	%		10/25/2031			GBP 51,131		65,175			69,608

146


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Madonna Bidco Ltd (4)(5)(6)(7)(31)	Focus House, Ham Road, Shoreham-By-Sea, BN43 6PA, United Kingdom	SN + 5.25%		8.98	%		10/25/2031			GBP 10,435		450			858
MAI Capital Management Intermediate LLC (4)(9)(25)	6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131	SF + 4.75%		8.42	%		8/29/2031			22,543		22,361			22,531
MAI Capital Management Intermediate LLC (4)(9)(25)	6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131	SF + 4.75%		8.42	%		8/29/2031			16,259		16,119			16,250
MAI Capital Management Intermediate LLC (4)(6)(9)(25)	6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131	SF + 4.75%		8.44	%		8/29/2031			5,625		994			1,037
MAI Capital Management Intermediate LLC (4)(9)(25)	6050 Oak Tree Blvd., Suite 500, Cleveland, Ohio 44131	SF + 4.75%		8.42	%		8/29/2031			4,947		4,901			4,944
More Cowbell II, LLC (4)(6)(9)	1676 N. California Blvd, Suite 400 Walnut Creek, CA 94596						9/1/2029			5,393		(65	)		(51	)
More Cowbell II, LLC (4)(9)(27)	1676 N. California Blvd, Suite 400 Walnut Creek, CA 94596	SF + 4.50%		7.99	%		9/1/2030			36,476		35,989			36,130
Neon Maple US Debt Mergersub Inc (5)(7)(24)	1100 Boulevard René-Lévesque O, Suite 900, Montréal, Québec H3B 4N4, Canada	SF + 2.50%		6.22	%		11/17/2031			3,137		3,116			3,144
Oak Funding LLC (4)(6)(8)	101 Hudson Street, 17th Floor, Jersey City, NJ 07302						12/2/2032			19,556		(194	)		(193	)
Oak Funding LLC (4)(8)(25)	101 Hudson Street, 17th Floor, Jersey City, NJ 07302	SF + 4.50%		8.29	%		12/2/2032			200,444		198,462			198,463
Orthrus Ltd (4)(5)(7)(31)	20 Fenchurch St, EC3M 3BY, London, United Kingdom	SN + 6.25% (incl 2.75% PIK)		9.99	%		12/5/2031			GBP 35,278		44,397			47,196
Orthrus Ltd (4)(5)(7)(29)	20 Fenchurch St, EC3M 3BY, London, United Kingdom	E + 6.25% (incl 2.75% PIK)		8.28	%		12/5/2031			EUR 31,516		32,953			36,766
Orthrus Ltd (4)(5)(10)(25)	20 Fenchurch St, EC3M 3BY, London, United Kingdom	SF + 6.25% (incl 2.75% PIK)		10.01	%		12/5/2031			83,266		82,066			82,648
Orthrus Ltd (4)(5)(6)(7)	20 Fenchurch St, EC3M 3BY, London, United Kingdom						12/5/2031			GBP 7,149		(148	)		(72	)
Orthrus Ltd (4)(5)(10)(25)	20 Fenchurch St, EC3M 3BY, London, United Kingdom	SF + 6.25% (incl 2.75% PIK)		10.15	%		12/5/2031			12,023		11,841			11,934
Osaic Holdings Inc (7)(25)	18700 N. Hayden Rd., Ste. 255, Scottsdale, AZ 85255	SF + 3.00%		6.60	%		7/30/2032			15,160		15,124			15,241
PEX Holdings LLC (7)(25)	805 3rd Avenue, 24th Floor, New York, NY 10022	SF + 2.75%		6.42	%		11/26/2031			14,888		14,856			14,925
PF Finco PTY LTD (4)(5)(10)(35)	GPO Box 3846, Sydney, New South Wales, 2001, Australia	B + 6.75%		10.57	%		5/30/2030			AUD 41,852		26,440			27,594
PF Finco PTY LTD (4)(5)(6)(10)	GPO Box 3846, Sydney, New South Wales, 2001, Australia						5/30/2030			AUD 5,707		(71	)		(46	)

147


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Priority Holdings, LLC (5)(8)(24)	2001 Westside Pkwy, Suite 155, Alpharetta, GA 30004	SF + 3.75%		7.47	%		7/30/2032			4,058		4,049			3,998
Transnetwork LLC (4)(8)(25)	4900 Woodway Dr., Houston, TX 77056	SF + 4.75%		8.42	%		12/30/2030			68,369		67,717			64,950
Travelex Issuerco 2 PLC (4)(5)(14)(31)	Worldwide House, Thorpe Wood, Peterborough, United Kingdom, PE3 6SB	SN + 8.00%		11.72	%		9/22/2028			GBP 21,850		26,164			29,958
Violin Finco Guernsey Limited (4)(5)(7)(31)	45 Gresham, Street London, EC2V 7BG, GB	SN + 5.25%		8.98	%		6/24/2031			GBP 80,205		100,968			108,109
Violin Finco Guernsey Limited (4)(5)(6)(7)	45 Gresham, Street London, EC2V 7BG, GB						6/24/2031			GBP 6,211		(70	)		—

												1,335,648			1,378,834		11.09	%

Food Products
Aspire Bakeries Holdings LLC (7)(24)	6701 Center Drive, Los Angeles, CA 90045	SF + 3.50%		7.22	%		12/23/2030			9,442		9,413			9,509
Specialty Ingredients, LLC (4)(9)(24)	3001 Strawn Ln, Fort Worth, TX 76135	SF +5.50%		9.32	%		2/12/2029			87,987		87,124			87,987
Specialty Ingredients, LLC (4)(6)(9)	3001 Strawn Ln, Fort Worth, TX 76135						2/12/2029			11,279		(108	)		—
Sugar PPC Buyer LLC (4)(10)(26)	950 Third Avenue, 21st Floor, New York, NY 10022	SF +4.75%		8.42	%		10/2/2030			58,504		57,611			58,504
Sugar PPC Buyer LLC (4)(10)(26)	950 Third Avenue, 21st Floor, New York, NY 10022	SF +4.75%		8.42	%		10/2/2030			16,251		15,996			16,251
Sugar PPC Buyer LLC (4)(6)(10)(26)	950 Third Avenue, 21st Floor, New York, NY 10022	SF +4.75%		8.35	%		10/2/2030			14,453		4,196			4,321

												174,232			176,572		1.42	%

Gas Utilities
Energos Infrastructure Holdings Finance LLC (4)(5)(10)(25)	111 W 19th Street, New York NY 10011-4115	SF +5.75%		9.52	%		8/13/2027			39,404		39,159			39,404

												39,159			39,404		0.32	%

Health Care Equipment & Supplies
ABB/CON-CISE Optical Group LLC (4)(9)(25)	12301 NW 39th Street, Coral Springs, FL 33065	SF +7.50%		11.34	%		2/23/2028			21,259		21,057			20,805
Agiliti Health, Inc. (7)(25)	6625 West 78th Street, Suite 300, 55439, Minneapolis, MN	SF +3.00%		6.86	%		5/1/2030			9,977		9,597			9,797
Bausch + Lomb Corporation (5)(7)(24)	520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4	SF +4.00%		7.72	%		1/15/2031			9,963		9,963			9,988
Bausch + Lomb Corporation (5)(7)(24)	520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4	SF +4.25%		7.97	%		1/15/2031			39,761		39,580			40,228

148


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Bayou Intermediate II, LLC (4)(9)(25)	14201 Northwest 60th Ave, Miami Lakes, FL 33014	SF +4.75%		8.42	%		9/30/2032			148,054		146,628			146,838
Bayou Intermediate II, LLC (4)(6)(9)(25)	14201 Northwest 60th Ave, Miami Lakes, FL 33014	SF +4.75%		8.42	%		9/30/2032			40,378		15,622			15,685
Bayou Intermediate II, LLC (4)(6)(9)	14201 Northwest 60th Ave, Miami Lakes, FL 33014						9/30/2032			25,989		(250	)		(213	)
Ensemble RCM LLC (7)(25)	11511 Reed Hartman Hwy, Blue Ash, OH 45241	SF +3.00%		6.84	%		8/1/2029			11,578		11,529			11,649
Femur Buyer Inc (4)(10)(25)	1365 North Cedar Street, Mason, MI 48854	SF + 7.50% PIK		11.36	%		10/23/2030			108,608		106,625			104,623
Femur Buyer Inc (4)(6)(10)	1365 North Cedar Street, Mason, MI 48854						10/23/2030			2,414		—			(89	)
Limpio Bidco GMBH (4)(5)(7)(29)	Robert-Koch-Str. 2, 22851 Norderstedt, Germany	E + 5.20%		7.26	%		10/31/2030			EUR 63,783		66,177			74,938
Medline Borrower LP (8)(24)	Three Lakes Drive Northfield, IL 60093	SF + 1.75%		5.47	%		10/23/2030			14,909		14,815			14,981
Resonetics, LLC (9)(25)	26 Whipple St, Nashua, New Hampshire 03060	SF + 2.75%		6.59	%		6/18/2031			38,155		38,081			38,279
Spruce Bidco II Inc (4)(6)(13)	510 Lake Cook Rd, Deerfield, IL 60015						1/31/2032			43,899		(572	)		(167	)
Spruce Bidco II Inc (4)(9)(25)	510 Lake Cook Rd, Deerfield, IL 60015	SF + 4.75%		8.45	%		1/31/2032			163,707		161,574			163,084
Spruce Bidco II Inc (4)(9)(36)	510 Lake Cook Rd, Deerfield, IL 60015	C + 4.75%		7.00	%		1/31/2032			CAD 34,825		23,731			25,286
Spruce Bidco II Inc (4)(9)(40)	510 Lake Cook Rd, Deerfield, IL 60015	TN + 5.00%		5.75	%		1/31/2032			JPY 3,725,492		23,742			23,703
Spruce Bidco II Inc (4)(9)(23)(25)	510 Lake Cook Rd, Deerfield, IL 60015	SF + 6.24%		9.93	%		1/31/2032			948		936			945
TecoStar Holdings Inc (4)(10)(25)	150 Presidential Way, Suite 200, Wilmington, MA 01801	SF + 8.00%		11.93	%		7/6/2029			126,897		125,166			126,713
Viant Medical Holdings, Inc. (7)(24)	2 Hampshire Street Foxborough, MA, 02035	SF + 4.00%		7.72	%		10/29/2031			17,325		17,252			17,180
Zeus Company LLC (4)(9)(25)	3740 Industrial Blvd, Orangeburg, South Carolina 29118	SF + 6.00% (incl 3.00% PIK)		9.67	%		2/28/2031			124,127		122,772			115,595
Zeus Company LLC (4)(6)(9)(25)	3740 Industrial Blvd, Orangeburg, South Carolina 29118	SF + 5.50%		9.17	%		2/28/2031			23,019		11,189			9,877
Zeus Company LLC (4)(6)(9)	3740 Industrial Blvd, Orangeburg, South Carolina 29118						2/28/2030			21,506		(224	)		(1,288	)

												964,990			968,437			7.79	%

Health Care Providers & Services
123Dentist Inc (4)(5)(9)(36)	4321 Still Creek Drive, Suite 200, Burnaby, British Columbia V5C 6S7, Canada	C + 5.00%		7.27	%		8/10/2029			CAD 23,695		16,775			17,264

149


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
123Dentist Inc (4)(5)(9)(36)	4321 Still Creek Drive, Suite 200, Burnaby, British Columbia V5C 6S7, Canada	C + 5.00%		7.27	%		8/10/2029			CAD 56,193		43,049			40,942
AB Centers Acquisition Corporation (4)(9)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 5.25%		8.97	%		7/2/2031			157,020		155,170			156,160
AB Centers Acquisition Corporation (4)(6)(9)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 5.25%		8.97	%		7/2/2031			28,737		9,924			10,140
AB Centers Acquisition Corporation (4)(9)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 5.25%		8.97	%		7/2/2031			52,844		52,478			52,554
AB Centers Acquisition Corporation (4)(9)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 5.25%		8.97	%		7/2/2031			128,188		127,292			127,487
AB Centers Acquisition Corporation (4)(6)(9)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746						7/2/2031			24,356		(250	)		(133	)
AB Centers Acquisition Corporation (4)(9)(23)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 6.32%		10.04	%		7/2/2031			1,326		1,317			1,319
AB Centers Acquisition Corporation (4)(9)(24)	1601 S Mo Pac Expy, Suite C-300, Austin, Texas 78746	SF + 5.25%		8.97	%		7/2/2031			5,770		5,728			5,738
Aspen Dental Management Inc. (8)(24)	800 W. Fulton Market, Chicago, IL 60607	SF + 3.75%		7.58	%		12/23/2027			3,268		3,231			3,108
Aspen Dental Management Inc. (7)(24)	800 W. Fulton Market, Chicago, IL 60607	SF + 5.75%		9.47	%		12/23/2027			845		849			813
ATI Holdings Acquisition, Inc. (4)(5)(10)(27)	790 Remington Blvd, Bolingbrook, IL 60440	SF + 7.25%		11.03	%		2/24/2028			41,092		40,794			39,067
Baart Programs, Inc. (4)(10)(19)(25)	1720 Lakepointe Dr. Suite 117, Lewisville, TX 75057	SF + 5.00% PIK					6/11/2027			9,968		9,935			7,544
Blazing Star Shields Direct Parent, LLC (4)(10)(25)	100 Technology Center Dr, Suite 600, Stoughton, MA 02072	SF + 6.00%		9.82	%		8/28/2030			494,393		485,188			485,926
Blazing Star Shields Direct Parent, LLC (4)(6)(10)	100 Technology Center Dr, Suite 600, Stoughton, MA 02072						8/28/2030			21,972		(409	)		(376	)
Charlotte Buyer Inc (8)(24)	500 West Main Street, Louisville, KY 40202	SF + 4.25%		8.01	%		2/11/2028			24,812		24,190			24,417
Coding Solutions Acquisition, Inc. (4)(6)(9)	6509 Windcrest Drive, Suite 165, Plano, TX 75024						8/7/2031			6,558		(92	)		66
Coding Solutions Acquisition, Inc. (4)(6)(9)	6509 Windcrest Drive, Suite 165, Plano, TX 75024						8/7/2031			16,674		(200	)		—
Coding Solutions Acquisition, Inc. (4)(9)(24)	6509 Windcrest Drive, Suite 165, Plano, TX 75024	SF + 5.00%		8.72	%		8/7/2031			170,127		168,360			171,827
Coding Solutions Acquisition, Inc. (4)(9)(24)	6509 Windcrest Drive, Suite 165, Plano, TX 75024	SF + 5.00%		8.72	%		8/7/2031			19,118		18,860			19,308
Coding Solutions Acquisition, Inc. (4)(6)(9)	6509 Windcrest Drive, Suite 165, Plano, TX 75024						8/7/2031			25,062		(357	)		251

150


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Diagnostic Services Holdings, Inc. (4)(10)(24)	5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416	SF + 5.50%		9.37	%		3/15/2027			122,013		121,523			121,073
Diagnostic Services Holdings, Inc. (4)(10)(24)	5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416	SF + 5.50%		9.37	%		3/15/2027			15,653		15,591			15,532
Diagnostic Services Holdings, Inc. (4)(6)(10)(24)	5775 Wayzata Blvd Suite 400, Minneapolis, MN, 55416	SF + 5.50%		9.37	%		3/15/2027			2,993		1,684			1,673
EPFS Buyer, Inc. (4)(9)(25)	25700 Interstate 45 N, Suite 300, Spring, TX 77386	SF + 4.50%		8.17	%		7/31/2031			33,567		33,255			33,503
EPFS Buyer, Inc. (4)(6)(9)	25700 Interstate 45 N, Suite 300, Spring, TX 77386						7/31/2031			5,722		(55	)		(11	)
EPFS Buyer, Inc. (4)(6)(9)	25700 Interstate 45 N, Suite 300, Spring, TX 77386						7/31/2031			3,814		(35	)		(7	)
ERC Topco Holdings, LLC (4)(10)(25)	7351 E. Lowry Blvd, Ste 200, Denver, CO 80230	SF + 6.50% PIK		10.43	%		3/31/2030			7,662		7,260			7,662
ERC Topco Holdings, LLC (4)(6)(10)(25)	7351 E. Lowry Blvd, Ste 200, Denver, CO 80230	SF + 5.50%		9.43	%		3/31/2030			1,561		1,272			1,412
FC Compassus LLC (4)(6)(7)	10 Cadillac Dr Ste 400 Brentwood, TN, 37027						11/26/2030			19,127		(234	)		—
FC Compassus LLC (4)(9)(24)	10 Cadillac Dr Ste 400 Brentwood, TN, 37027	SF + 5.75% (incl 1.50% PIK)		9.47	%		11/26/2030			146,177		144,400			147,639
FC Compassus LLC (4)(6)(9)(24)	10 Cadillac Dr Ste 400 Brentwood, TN, 37027	SF + 5.75% (incl 1.50% PIK)		9.47	%		11/26/2030			15,821		1,562			1,934
FC Compassus LLC (4)(9)(23)(24)	10 Cadillac Dr Ste 400 Brentwood, TN, 37027	SF + 7.02% (incl 2.09% PIK)		10.74	%		11/26/2030			1,180		1,166			1,192
FC Compassus LLC (4)(6)(9)(23)(24)	10 Cadillac Dr Ste 400 Brentwood, TN, 37027	SF + 6.99% (incl 2.07% PIK)		10.70	%		11/26/2030			128		13			16
Global Medical Response Inc (7)(25)	4400 Hwy 121, Suite 700, Lewisville, TX 75056	SF + 3.50%		7.38	%		10/1/2032			25,000		24,940			25,186
Indigo Purchaser, Inc. (4)(9)(25)	5700 Granite Pkwy Ste 455 Plano, TX, 75024	SF + 5.00%		8.67	%		11/21/2031			111,267		109,863			112,380
Indigo Purchaser, Inc. (4)(6)(9)(25)	5700 Granite Pkwy Ste 455 Plano, TX, 75024	SF + 5.00%		8.87	%		11/21/2031			25,601		1,638			2,246
Indigo Purchaser, Inc. (4)(6)(9)	5700 Granite Pkwy Ste 455 Plano, TX, 75024						11/21/2031			17,478		(221	)		—
Kabafusion Parent LLC (4)(9)(25)	17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703	SF + 4.75%		8.42	%		11/24/2031			89,325		88,571			89,325
Kabafusion Parent LLC (4)(6)(9)	17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703						11/24/2031			11,700		(98	)		—
Kabafusion Parent LLC (4)(9)(25)	17777 Center Court Drive North, Ste 550 Cerritos, CA, 90703	SF + 4.75%		8.42	%		11/24/2031			58,664		58,125			58,664
MB2 Dental Solutions, LLC (4)(9)(24)	2403 Lacy Lane, Carrollton, TX 75006	SF + 5.50%		9.22	%		2/13/2031			153,353		151,546			153,431
MB2 Dental Solutions, LLC (4)(6)(9)(24)	2403 Lacy Lane, Carrollton, TX 75006	SF + 5.50%		9.22	%		2/13/2031			13,909		2,301			2,504

151


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
MB2 Dental Solutions, LLC (4)(6)(9)(24)	2403 Lacy Lane, Carrollton, TX 75006	SF + 5.50%		9.22	%		2/13/2031			53,905		27,065			27,990
MB2 Dental Solutions, LLC (4)(9)(24)	2403 Lacy Lane, Carrollton, TX 75006	SF + 5.50%		9.22	%		2/13/2031			22,207		21,843			22,218
Pareto Health Intermediate Holdings, Inc. (4)(10)(25)	FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104	SF + 4.75%		8.35	%		6/3/2030			43,868		43,191			43,868
Pareto Health Intermediate Holdings, Inc. (4)(10)(25)	FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104	SF + 4.75%		8.35	%		6/3/2030			14,623		14,397			14,623
Pareto Health Intermediate Holdings, Inc. (4)(6)(10)	FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104						6/1/2029			4,032		(69	)		—
Pareto Health Intermediate Holdings, Inc. (4)(6)(10)	FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104						6/3/2030			9,160		(83	)		—
Pareto Health Intermediate Holdings, Inc. (4)(10)(25)	FMC Tower, Suite 1500, 2929 Walnut Street Philadelphia, PA 19104	SF + 4.75%		8.35	%		6/3/2030			16,480		16,346			16,480
Parexel International, Inc. (8)(24)	541 Church at North Hills St, Suite 1000, Raleigh, North Carolina 27609	SF + 2.75%		6.47	%		12/12/2031			16,590		16,493			16,666
Pinnacle Fertility, Inc. (4)(9)(26)	6720 N Scottsdale Rd, Ste 160, Scottsdale, Arizona 85253	SF + 5.00%		8.85	%		3/14/2028			26,469		26,268			26,469
Pinnacle Fertility, Inc. (4)(9)(26)	6720 N Scottsdale Rd, Ste 160, Scottsdale, Arizona 85253	SF + 5.00%		8.85	%		3/14/2028			9,070		9,008			9,070
Plasma Buyer LLC (4)(9)(19)(25)	5301 Virginia Way, Brentwood, TN 37027	SF + 5.75% PIK					5/12/2029			86,973		81,936			63,036
Plasma Buyer LLC (4)(9)(19)(25)	5301 Virginia Way, Brentwood, TN 37027	SF + 6.25% PIK					5/12/2029			3,293		3,089			2,397
Plasma Buyer LLC (4)(6)(9)(19)(25)	5301 Virginia Way, Brentwood, TN 37027	SF + 5.75% PIK					5/12/2028			9,935		9,338			7,458
PPV Intermediate Holdings, LLC (4)(9)(25)	141 Longwater Dr, Suite 108, Norwell, MA 02061	SF + 5.75%		9.57	%		8/31/2029			21,287		21,080			21,082
PPV Intermediate Holdings, LLC (4)(6)(9)(25)	141 Longwater Dr, Suite 108, Norwell, MA 02061	SF + 5.75%		9.63	%		8/31/2029			2,965		340			342
Precision Medicine Group, LLC (7)(25)	2 Bethesda Metro Center, Suite 850, 20814, Bethesda, MD	SF + 3.50%		7.17	%		8/20/2032			7,980		7,942			8,032
Premise Health Holding Corp (4)(9)(25)	5500 Maryland Way #120, Brentwood, TN 37027	SF + 4.50%		8.17	%		11/8/2032			30,277		29,980			29,980
Premise Health Holding Corp (4)(6)(9)	5500 Maryland Way #120, Brentwood, TN 37027						11/6/2032			12,789		(126	)		(125	)
Premise Health Holding Corp (4)(6)(9)	5500 Maryland Way #120, Brentwood, TN 37027						11/6/2031			2,984		(29	)		(29	)

152


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Prism One Buyer, LLC (4)(9)(25)	4090 Mapleshade Ln, Suite 220, Plano, Texas 75093	SF + 5.25%		8.92	%		10/11/2032			68,376		67,714			67,714
Prism One Buyer, LLC (4)(6)(9)(25)	4090 Mapleshade Ln, Suite 220, Plano, Texas 75093	SF + 5.25%		8.92	%		10/11/2032			18,000		1,626			1,626
Project Alliance Buyer, LLC (4)(9)(25)	495 North Keller Road,Suite 100, Maitland, Florida 32751	SF + 5.00%		8.82	%		8/27/2031			52,651		51,907			52,300
Project Alliance Buyer, LLC (4)(6)(9)	495 North Keller Road,Suite 100, Maitland, Florida 32751						8/27/2031			10,101		(143	)		(67	)
PTSH Intermediate Holdings, LLC (4)(9)(25)	1100 Circle 75 Pkwy, Ste 1400, Atlanta, GA 30339	SF + 5.50%		9.32	%		12/17/2027			20,258		20,119			20,258
PTSH Intermediate Holdings, LLC (4)(9)(25)	1100 Circle 75 Pkwy, Ste 1400, Atlanta, GA 30339	SF + 5.50%		9.32	%		12/17/2027			3,862		3,834			3,862
Raven Acquisition Holdings LLC (7)(24)	434 W Acension Way 6th Floor, Salt Lake City, UT 84123	SF + 3.00%		6.72	%		11/19/2031			19,633		19,526			19,719
Raven Acquisition Holdings LLC (6)(7)	434 W Acension Way 6th Floor, Salt Lake City, UT 84123						11/19/2031			1,413		(8	)		6
Solis Mammography Buyer, Inc. (4)(9)(25)	15601 North Dallas Parkway Suite 300, Addison, Texas, 75001	SF + 5.00%		8.67	%		5/29/2032			197,132		194,425			194,996
Solis Mammography Buyer, Inc. (4)(6)(9)	15601 North Dallas Parkway Suite 300, Addison, Texas, 75001						5/29/2032			21,807		(315	)		(236	)
Solis Mammography Buyer, Inc. (4)(6)(9)	15601 North Dallas Parkway Suite 300, Addison, Texas, 75001						5/29/2030			33,548		(443	)		(330	)
Southern Veterinary Partners LLC (7)(25)	2204 Lakeshore Dr Ste 325 Birmingham, AL, 35209	SF + 2.50%		6.37	%		12/4/2031			5,823		5,787			5,823
Syneos Health Inc (7)(25)	1030 Sync Street, Morrisville, North Carolina, 27560	SF + 4.00%		7.67	%		9/27/2030			14,884		14,812			14,918
Tenet Healthcare Corp (5)(7)	14201 Dallas Parkway, Dallas, TX 75254	5.13%		5.13	%		11/1/2027			2,695		2,709			2,710
Tivity Health Inc (4)(9)(24)	4031 Aspen Grove Drive, Suite 250, Franklin, TN 37067	SF + 5.00%		8.72	%		6/28/2029			128,516		127,145			128,516
TTF Lower Intermediate LLC (7)(26)	5550 Peachtree Parkway, Suite 500, Peachtree Corners, GA 30092	SF + 3.75%		7.79	%		7/18/2031			11,996		11,835			9,777
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9)(25)	400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346	SF + 5.75%		9.63	%		7/17/2028			42,413		42,040			42,212
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9)(25)	400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346	SF + 5.75%		9.61	%		7/17/2028			26,010		25,790			25,887

153


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
United Musculoskeletal Partners Acquisition Holdings, LLC (4)(9)(25)	400 Perimeter Center Terrace Suite 875 Atlanta, GA 30346	SF + 5.75%		9.60	%		7/17/2028			32,176		31,903			32,024
Vaxcare Intermediate II LLC (4)(8)(25)	800 N Magnolia Ave, Suite 700, Orlando, FL 32803	SF + 4.50%		8.17	%		6/17/2032			59,557		59,007			59,574
Vaxcare Intermediate II LLC (4)(6)(8)	800 N Magnolia Ave, Suite 700, Orlando, FL 32803						6/17/2032			11,986		(111	)		—
WCAS XIII Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF + 6.25%		9.92	%		12/31/2029			135,630		134,070			133,392
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF + 6.25%		9.92	%		12/31/2032			56,433		55,533			55,455
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF + 6.25%		9.92	%		12/31/2032			8,342		8,205			8,197
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF +6.25%		9.92	%		12/31/2032			15,932		15,662			15,656
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF +6.25%		9.92	%		12/31/2032			13,613		13,360			13,377
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF +6.25%		9.92	%		12/31/2032			3,581		3,512			3,519
WCAS XIV Primary Care Investors, L.P. (4)(10)(25)	500 W. Main St., Louisville, KY 40202	SF +6.25%		9.94	%		12/31/2032			8,450		8,282			8,304

												3,171,691			3,167,522		25.47	%

Health Care Technology
AthenaHealth Group Inc. (8)(24)	80 Guest Street, Boston, MA 02135	SF +2.75%		6.47	%		2/15/2029			18,039		17,911			18,096
Azalea Topco, Inc. (7)(24)	1173 Ignition Drive, South Bend, IN 46601	SF +3.00%		6.72	%		4/30/2031			11,859		11,791			11,896
HT Intermediary III, Inc. (4)(6)(9)	180 W Ostend St, Suite 267A, Baltimore, MD 21230						11/12/2030			10,286		(51	)		103
HT Intermediary III, Inc. (4)(9)(24)	180 W Ostend St, Suite 267A, Baltimore, MD 21230	SF +4.50%		8.22	%		11/12/2030			42,004		41,833			42,424
HT Intermediary III, Inc. (4)(6)(9)	180 W Ostend St, Suite 267A, Baltimore, MD 21230						11/12/2030			3,857		(16	)		—
Project Ruby Ultimate Parent Corp (7)(24)	11300 Switzer Road Overland Park, KS 66210	SF +2.75%		6.58	%		3/10/2028			22,634		22,569			22,720
Zelis Payments Buyer, Inc. (7)(24)	149 Newbury Street, 5th Floor Boston, MA 02116	SF +2.75%		6.47	%		9/28/2029			10,801		10,766			10,711
Zelis Payments Buyer, Inc. (7)(24)	149 Newbury Street, 5th Floor Boston, MA 02116	SF +3.25%		6.97	%		11/26/2031			4,950		4,929			4,919

												109,732			110,869		0.89	%

154


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Hotels, Restaurants & Leisure
Birdie Bidco, Inc. (4)(9)(25)	300 International Parkway, Suite 150, Lake Mary, FL 32746	SF +4.50%		8.17	%		11/17/2032			104,338		103,824			103,815
Birdie Bidco, Inc. (4)(6)(9)	300 International Parkway, Suite 150, Lake Mary, FL 32746						11/17/2032			30,292		(150	)		(152	)
Birdie Bidco, Inc. (4)(6)(9)(25)	300 International Parkway, Suite 150, Lake Mary, FL 32746	SF +4.50%		8.17	%		11/17/2032			18,850		2,019			2,017
ClubCorp Holdings Inc (4)(10)(25)	5221 North O’Connor Blvd., Suite 300, Irving, TX 75039	SF +5.00%		8.67	%		7/9/2032			124,698		122,955			123,142
ClubCorp Holdings Inc (4)(6)(10)	5221 North O’Connor Blvd., Suite 300, Irving, TX 75039						7/9/2032			8,153		(118	)		(102	)
ClubCorp Holdings Inc (4)(6)(10)	5221 North O’Connor Blvd., Suite 300, Irving, TX 75039						7/10/2031			16,153		(223	)		(184	)
Crunch Holdings LLC (4)(9)(24)	22 West 19th Street, 3rd Floor, New York, NY 10011	SF + 4.50%		8.22	%		9/26/2031			58,354		58,088			58,937
Crunch Holdings LLC (4)(6)(9)	22 West 19th Street, 3rd Floor, New York, NY 10011						9/26/2031			7,922		(36	)		—
Fertitta Entertainment LLC (8)(24)	129 Fremont Street, Las Vegas, NV 89101	SF + 3.25%		6.97	%		1/27/2029			9,751		9,571			9,760
Flynn Restaurant Group LP (7)(24)	225 Bush Street, Suite 1800 San Francisco, CA 94104	SF + 3.75%		7.47	%		1/28/2032			20,041		19,953			20,146
HB AcquisitionCo Pty Ltd (4)(5)(8)(34)	235 North Terrace, Adelaide, South Australia 5000, AU	B + 6.50%		10.19	%		8/7/2029			AUD 32,211		21,290			21,194
HB AcquisitionCo Pty Ltd (4)(5)(8)(34)	235 North Terrace, Adelaide, South Australia 5000, AU	B + 6.50%		10.18	%		8/7/2029			AUD 3,579		2,314			2,355
LC Ahab US Bidco LLC (7)(24)	4500 Park Granada, Calabasas, CA 91302	SF + 3.00%		6.72	%		5/1/2031			10,087		9,939			10,129
Legends Hospitality Holding Company, LLC (4)(6)(9)(24)	61 Broadway, Suite 2400, New York, NY 10006	SF + 5.00%		8.73	%		8/22/2031			5,502		4,466			4,491
Legends Hospitality Holding Company, LLC (4)(6)(9)(24)	61 Broadway, Suite 2400, New York, NY 10006	SF + 5.00%		8.73	%		8/22/2030			14,733		4,560			4,401
Legends Hospitality Holding Company, LLC (4)(9)(24)	61 Broadway, Suite 2400, New York, NY 10006	SF + 5.50% (incl 2.75% PIK)		9.23	%		8/22/2031			96,480		94,346			95,219
ONE Group, LLC (4)(10)(25)	1624 Market St. STE. 311, Denver, CO 80202	SF + 6.50%		10.34	%		5/1/2029			49,774		48,781			48,552
ONE Group, LLC (4)(6)(7)(25)	1624 Market St. STE. 311, Denver, CO 80202	SF + 6.00%		9.84	%		10/31/2028			6,649		1,038			946
Saga Mid Co Limited (4)(5)(10)(31)	Saga plc, 3 Pancras Square, London, N1C 4AG	SN + 6.75%		10.49	%		2/27/2031			GBP 100,868		124,389			139,119
Saga Mid Co Limited (4)(5)(6)(10)	Saga plc, 3 Pancras Square, London, N1C 4AG						2/27/2031			GBP 30,110		(881	)		943

155


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Saga Mid Co Limited (4)(5)(6)(10)	Saga plc, 3 Pancras Square, London, N1C 4AG						2/27/2031			GBP 4,998		(140	)		157
Travel Leaders Group, LLC (4)(14)(24)	3033 Campus Drive, Suite W320, Plymouth, MN 55441	SF + 7.50% (incl 3.50% PIK)		11.32	%		3/27/2028			143,665		142,163			142,419
Voyager Parent LLC (7)(24)	9 West 57th Street, 41st Floor, New York, New York, 10019	SF + 4.75%		8.42	%		7/1/2032			14,782		14,370			14,811

												782,518			802,115		6.45	%

Household Durables
Marcone Group Inc (4)(9)(25)	One City Place, Ste 400, St Louis, MO 63141	SF + 7.00% (incl 3.25% PIK)		11.13	%		6/23/2028			51,137		50,813			42,385
Marcone Group Inc (4)(9)(25)	One City Place, Ste 400, St Louis, MO 63141	SF + 7.00% (incl 3.25% PIK)		11.13	%		6/23/2028			12,254		12,204			10,157
Marcone Group Inc (4)(9)(25)	One City Place, Ste 400, St Louis, MO 63141	SF + 7.00% (incl 3.25% PIK)		11.13	%		6/23/2028			13,565		13,510			11,243
Marcone Group Inc (4)(9)(25)	One City Place, Ste 400, St Louis, MO 63141	SF + 7.00% (incl 3.25% PIK)		11.13	%		6/23/2028			4,507		4,489			3,736

												81,016			67,521		0.54	%

Independent Power and Renewable Electricity Producers
Dimension Energy LLC (4)(6)(14)(25)	3050 Peachtree Road NW, Suite 350, Atlanta, GA 30305	SF + 4.00%		7.67	%		2/29/2028			60,064		11,762			11,759
Hamilton Projects Acquiror LLC (7)(24)	13860 Ballantyne Corporate Place Suite 300, Charlotte NC 28273	SF + 2.50%		6.22	%		5/30/2031			19,589		19,543			19,756
IP Operating Portfolio I, LLC (4)(7)	548 Market St Ste 68743, San Francisco, CA 94104	7.88%		7.88	%		12/31/2029			26,998		26,659			26,478
IP Operations II Investco, LLC (4)(15)(26)	9450 SW Gemini Drive, PMB 68743, Beaverton, OR, 97008	SF + 5.50%		9.10	%		6/26/2029			24,640		24,297			24,698
Lackawanna Energy Center LLC (7)(25)	1000 Sunnyside Rd, Jessup, PA 18434	SF + 3.00%		6.78	%		8/5/2032			8,358		8,338			8,428
Palmetto TE Borrower LLC (4)(14)(25)	1616 Camden Road, Suite 300, Charlotte, NC 28203	SF + 5.50%		9.17	%		11/1/2027			123,577		122,471			122,469
Palmetto TE Borrower LLC (4)(6)(14)(25)	1616 Camden Road, Suite 300, Charlotte, NC 28203	SF + 5.50%		9.17	%		11/1/2027			48,798		47,710			47,709
Sunzia UpperCo LLC (4)(16)(25)	1088 Sansome Street, San Francisco, CA 94111	SF + 5.00%		8.69	%		6/30/2026			25,000		25,000			25,000

												285,780			286,297		2.30	%

Insurance
Acrisure LLC (7)(24)	100 Ottawa Ave SW, Grand Rapids, Michigan 49503	SF + 3.00%		6.72	%		11/6/2030			19,857		19,848			19,867

156


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Acrisure LLC (7)(24)	100 Ottawa Ave SW, Grand Rapids, Michigan 49503	SF + 3.25%		6.97	%		6/20/2032			4,975		4,963			4,987
Alera Group Intermediate Holdings, Inc. (8)(24)	3 Parkway North, Suite 500, Deerfield, Illinois, 60015	SF + 3.25%		6.97	%		5/30/2032			7,980		7,943			8,027
Alliant Holdings Intermediate, LLC (7)(24)	18100 Von Karman Avenue, 10th Floor, Irvine, CA 92612	SF + 2.50%		6.22	%		9/19/2031			18,511		18,384			18,574
AmWINS Group Inc (9)(24)	4725 Piedmont Row Drive, Suite 600, Charlotte, NC 28210	SF + 2.25%		5.97	%		1/30/2032			10,117		10,106			10,157
Amynta Agency Borrower Inc (7)(24)	909 3rd Avenue 33rd Floor, New York, NY 10022	SF + 2.75%		6.47	%		12/29/2031			19,990		19,658			20,059
Broadstreet Partners Group LLC (7)(24)	580 North Fourth Street, Suite 560, Columbus, OH 43215	SF + 2.75%		6.47	%		6/13/2031			12,039		11,975			12,092
CRC Insurance Group LLC (7)(25)	214 N Tryon St Charlotte, NC 28202	SF + 2.75%		6.42	%		5/6/2031			10,049		10,010			10,078
Galway Borrower LLC (4)(9)(25)	1 California Street, Suite 400, San Francisco, CA 94111	SF + 4.50%		8.17	%		9/29/2028			117,211		116,936			117,211
Galway Borrower LLC (4)(6)(9)(25)	1 California Street, Suite 400, San Francisco, CA 94111	SF + 4.50%		8.19	%		9/29/2028			4,449		763			778
Global Gruppe GmbH (4)(5)(7)(30)	Eupener Straße 67, 50933 Köln, Germany	E + 6.75%		8.85	%		2/1/2030			EUR 38,764		44,160			44,739
Goosehead Insurance Holdings LLC (4)(5)(7)(24)	1500 Solana Blvd Ste 4500 Westlake, TX, 76262	SF + 3.00%		6.75	%		1/8/2032			3,491		3,484			3,513
Higginbotham Insurance Agency Inc (4)(10)(25)	500 W 13th St, Fort Worth, TX 76102	SF + 4.50%		8.17	%		6/11/2031			42,047		41,791			42,047
Higginbotham Insurance Agency Inc (4)(6)(10)	500 W 13th St, Fort Worth, TX 76102						6/11/2031			3,833		(34	)		—
HUB International Ltd (7)	150 N. Riverside Plaza, 17th Floor Chicago, IL 60606	7.25%		7.25	%		6/15/2030			10,517		10,517			11,048
HUB International Ltd (7)(25)	150 N. Riverside Plaza, 17th Floor Chicago, IL 60606	SF + 2.25%		6.12	%		6/20/2030			11,638		11,552			11,711
Integrity Marketing Acquisition LLC (4)(6)(9)	1445 Ross Avenue, 40th Floor, Dallas, TX 75202						8/25/2028			362		(2	)		(3	)
Integrity Marketing Acquisition LLC (4)(6)(9)	1445 Ross Avenue, 40th Floor, Dallas, TX 75202						8/25/2028			1,189		(10	)		(9	)
Integrity Marketing Acquisition LLC (4)(9)(25)	1445 Ross Avenue, 40th Floor, Dallas, TX 75202	SF + 5.00%		8.82	%		8/25/2028			65,816		65,541			65,306
Jones Deslauriers Insurance Management Inc (5)(7)	2375 Skymark Avenue, Mississauga, ON L4W 4Y6, Canada	8.50%		8.50	%		3/15/2030			14,487		14,473			15,191
Koala Investment Holdings Inc (4)(9)(25)	1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055	SF + 4.50%		8.17	%		8/29/2032			118,126		117,002			117,199

157


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Koala Investment Holdings Inc (4)(6)(9)	1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055						8/29/2032			11,529		(110	)		(90	)
Koala Investment Holdings Inc (4)(6)(9)	1215 Manor Dr, Suite 208, Mechanicsburg, PA 17055						8/29/2032			22,775		(222	)		(179	)
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(6)(7)	1138 Budapest, Szekszárdi utca 16-18., 4th floor, Hungary						2/5/2032			EUR 4,060		(63	)		—
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(7)(29)	1138 Budapest, Szekszárdi utca 16-18., 4th floor, Hungary	E + 5.25%		7.27	%		2/5/2032			EUR 53,590		55,071			63,592
Netrisk Group Luxco 4 S.A.R.L. (4)(5)(6)(7)	1138 Budapest, Szekszárdi utca 16-18., 4th floor, Hungary						2/5/2032			EUR 9,744		(152	)		114
OneDigital Borrower LLC (8)(24)	200 Galleria Pkwy SE, Suite 1950, Atlanta, GA 30339	SF + 3.00%		6.72	%		7/2/2031			14,662		14,610			14,717
Sig Parent Holdings, LLC (4)(6)(9)	530 Oak Court Drive, Suite 250, Memphis, TN 38117						8/21/2031			2,463		(10	)		—
Sig Parent Holdings, LLC (4)(9)(24)	530 Oak Court Drive, Suite 250, Memphis, TN 38117	SF + 4.75%		8.47	%		8/21/2031			21,137		21,052			21,212
Summit Acquisition Inc. (7)(24)	12651 High Bluff Drive, Suite 250, San Diego, CA 92130	SF + 3.50%		7.22	%		10/16/2031			17,413		17,341			17,565
Trucordia Insurance Services LLC (7)(24)	2745 W 600 N, Suite 500, Lindon, UT 84042	SF + 3.25%		6.97	%		6/17/2032			6,898		6,882			6,863
USI Inc (7)(25)	100 Summit Lake Drive, Suite 400, Valhalla, NY 10595	SF + 2.25%		5.92	%		9/29/2030			12,743		12,727			12,781
USI Inc (7)(25)	100 Summit Lake Drive, Suite 400, Valhalla, NY 10595	SF + 2.25%		5.92	%		11/21/2029			1,904		1,904			1,911

												658,090			671,058			5.40	%

Interactive Media & Services
Aurelia Netherlands Midco 2 B.V. (4)(5)(7)(29)	Grensen 5, Oslo, Norway 0159	E + 4.75%		6.78	%		5/29/2031			EUR 125,373		137,802			148,774

												137,802			148,774			1.19	%

IT Services
Delta Topco, Inc. (7)(24)	3111 Coronado Drive, Santa Clara, CA 95054	SF + 2.75%		6.58	%		11/30/2029			19,004		18,957			18,937
GovCIO Buyer Company (4)(9)(25)	4000 Legato Rd., Suite 600, Fairfax, VA 22033	SF + 5.25%		8.92	%		7/9/2031			144,788		142,743			142,956
Hostinger Investments Sarl (4)(5)(6)(7)	Švitrigailos str. 34, 03230 Vilnius, Lithuania						11/19/2032			EUR 39,880		(684	)		(691	)
Hostinger Investments Sarl (4)(5)(7)(28)	Švitrigailos str. 34, 03230 Vilnius, Lithuania	E + 4.75%		6.68	%		11/19/2032			EUR119,640		135,840			138,491
Mediaocean LLC (8)(24)	120 Broadway 8th Floor, New York, NY 10011	SF + 3.50%		7.32	%		12/15/2028			6,755		6,750			6,672

158


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Meralm Bidco AB (4)(5)(8)(30)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden	E + 6.25% (incl 2.25% PIK)		8.31	%		8/29/2031			EUR 33,596		36,692			36,048
Meralm Bidco AB (4)(5)(8)(26)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden	SF + 6.25% (incl 2.25% PIK)		9.96	%		8/29/2031			14,008		13,842			12,793
Meralm Bidco AB (4)(5)(8)(38)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden	ST + 6.25% (incl 2.25% PIK)		8.37	%		8/29/2031			SEK 422,944		40,716			41,954
Meralm Bidco AB (4)(5)(8)(37)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden	N + 6.25% (incl 2.25% PIK)		10.57	%		8/29/2031			NOK269,391		25,099			24,405
Meralm Bidco AB (4)(5)(8)(30)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden	E + 9.50% (incl 4.75% PIK)		11.56	%		8/29/2031			EUR 48,964		53,493			56,530
Meralm Bidco AB (4)(5)(6)(8)	Luntmakargatan 96, 2 tr, 113 51 Stockholm, Sweden						8/29/2031			EUR 5,188		(78	)		(529	)

												473,370			477,566			3.84	%

Life Sciences Tools & Services
Advarra Holdings, Inc. (4)(10)(24)	6100 Merriweather Dr., Suite 600,Columbia, MD 21044	SF + 4.50%		8.22	%		9/13/2031			126,280		125,766			127,542
Advarra Holdings, Inc. (4)(6)(10)	6100 Merriweather Dr., Suite 600,Columbia, MD 21044						9/13/2031			6,020		(27	)		60
Advarra Holdings, Inc. (4)(10)(24)	6100 Merriweather Dr., Suite 600,Columbia, MD 21044	SF + 4.50%		8.22	%		9/13/2031			68,071		67,091			68,752
Advarra Holdings, Inc. (4)(9)(24)	6100 Merriweather Dr., Suite 600,Columbia, MD 21044	SF + 4.50%		8.22	%		9/15/2031			14,711		14,639			14,858
Bamboo US BidCo LLC (4)(10)(25)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054	SF + 5.00%		8.84	%		9/30/2030			2,848		2,823			2,848
Bamboo US BidCo LLC (4)(6)(10)(24)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054	SF + 5.00%		8.73	%		9/30/2030			2,855		2,349			2,375
Bamboo US BidCo LLC (4)(10)(25)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054	SF + 5.00%		8.84	%		9/30/2030			82,562		80,942			82,562
Bamboo US BidCo LLC (4)(6)(10)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054						10/1/2029			21,254		(398	)		—
Bamboo US BidCo LLC (4)(10)(25)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054	SF + 5.00%		8.84	%		9/30/2030			15,365		15,028			15,365
Bamboo US BidCo LLC (4)(10)(29)	400 Interpace Pkwy, Building C, Suite 270, Parsippany, New Jersey 07054	E + 5.00%		7.07	%		9/30/2030			EUR 62,490		64,810			73,419
Cambrex Corporation (4)(9)(24)	1 Meadowlands Plaza, East Rutherford, NJ 07073	SF + 4.50%		8.22	%		3/6/2032			110,007		109,036			111,107

159


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
Cambrex Corporation (4)(6)(9)(24)	1 Meadowlands Plaza, East Rutherford, NJ 07073	SF + 4.50%		8.33	%		3/6/2032			18,341		886			1,048
Cambrex Corporation (4)(6)(9)	1 Meadowlands Plaza, East Rutherford, NJ 07073						3/6/2032			16,460		(155	)		165
Cambrex Corporation (4)(6)(9)	1 Meadowlands Plaza, East Rutherford, NJ 07073						3/6/2032			6,121		(61	)		61
PerkinElmer U.S. LLC (4)(10)(24)	710 Bridgeport Avenue, Shelton, CT 06484	SF + 4.75%		8.48	%		3/13/2029			21,608		21,506			21,587
PerkinElmer U.S. LLC (4)(10)(24)	710 Bridgeport Avenue, Shelton, CT 06484	SF + 4.75%		8.48	%		3/13/2029			253,534		249,970			253,287
Phantom Purchaser Inc (4)(9)(25)	150 Hilton Drive, 47130, Jeffersonville, IN	SF + 4.75%		8.42	%		9/19/2031			100,546		99,637			100,546
Phantom Purchaser Inc (4)(6)(9)	150 Hilton Drive, 47130, Jeffersonville, IN						9/19/2031			15,545		(140	)		—
WCG Intermediate Corp (10)(24)	5000 Centregreen Way, Suite 200, Cary, North Carolina 27513	SF + 3.00%		6.72	%		2/25/2032			15,247		15,155			15,301

												868,857			890,883		7.16	%

Machinery
LSF12 Donnelly Bidco, LLC (4)(10)(24)	16430 N Scottsdale Road, Suite 450, Scottsdale, AZ, 85254	SF + 6.50%		10.22	%		10/2/2029			19,479		19,175			19,479
Madison Safety & Flow LLC (7)(24)	444 West Lake, Suite 4400, Chicago, IL 60606	SF + 2.50%		6.23	%		9/26/2031			3,464		3,457			3,492
Radwell Parent, LLC (4)(9)(25)	1 Millennium Drive, Willingboro, NJ 08046	SF + 5.50%		9.17	%		4/2/2029			150,716		148,378			150,715
Radwell Parent, LLC (4)(6)(9)(25)	1 Millennium Drive, Willingboro, NJ 08046	SF + 5.50%		9.17	%		4/3/2028			13,271		2,072			2,212
Roper Industrial Products Investment Co (8)(25)	6496 University Parkway, Sarasota, FL 34240	SF + 2.75%		6.42	%		11/22/2029			20,293		19,937			20,439
Rotation Buyer, LLC (4)(6)(9)(25)	2760 Baglyos Circle Bethlehem, PA, 18020	SF + 4.75%		8.57	%		12/27/2031			17,030		4,061			4,204
Rotation Buyer, LLC (4)(6)(9)(25)	2760 Baglyos Circle Bethlehem, PA, 18020	SF + 4.75%		8.42	%		12/27/2031			8,731		2,754			2,823
Rotation Buyer, LLC (4)(9)(25)	2760 Baglyos Circle Bethlehem, PA, 18020	SF + 4.75%		8.42	%		12/27/2031			66,041		65,477			65,994
Time Manufacturing Holdings LLC (4)(6)(9)(24)	7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712	SF + 6.50%		10.33	%		12/1/2027			1,002		866			641
Time Manufacturing Holdings LLC (4)(9)(29)	7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712	E + 6.50%		8.57	%		12/1/2027			EUR 4,822		5,058			4,304
Time Manufacturing Holdings LLC (4)(9)(29)	7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712	E + 6.50%		8.57	%		12/1/2027			EUR 8,492		9,529			7,580
Time Manufacturing Holdings LLC (4)(9)(25)	7601 Imperial Drive, P.O. Box 20368, Waco, TX 76712	SF + 6.50%		10.49	%		12/1/2027			12,243		12,156			9,410

160


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
TK Elevator US Newco Inc (5)(8)(26)	788 Circle 75 Parkway SE, Suite 500, Atlanta, GA 30339	SF + 2.75%		6.95	%		4/30/2030			14,918		14,790			15,028

												307,710			306,321		2.46	%

Media
2080 Media, Inc. (4)(9)(25)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341	SF + 4.75%		8.42	%		3/14/2029			53,428		52,917			53,428
2080 Media, Inc. (4)(6)(9)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341						3/14/2028			13,795		(101	)		—
2080 Media, Inc. (4)(9)(25)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341	SF + 4.75%		8.42	%		3/14/2029			12,393		12,287			12,393
2080 Media, Inc. (4)(9)(25)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341	SF + 4.75%		8.42	%		3/14/2029			9,983		9,902			9,983
2080 Media, Inc. (4)(6)(9)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341						3/14/2029			27,282		(249	)		—
2080 Media, Inc. (4)(6)(9)(25)	2990 Brandywine Rd, Suite 300, Atlanta, GA 30341	SF + 4.75%		8.57	%		3/14/2029			8,771		5,824			5,904
Arc Media Holdings Limited (4)(5)(10)(25)	Unit 4 Fulwood Park, Caxton Rd, Fulwood, Preston PR2 9NZ, United Kingdom	SF + 7.25%		11.24	%		10/29/2027			39,914		39,544			39,494
Arc Media Holdings Limited (4)(5)(6)(10)(25)	Unit 4 Fulwood Park, Caxton Rd, Fulwood, Preston PR2 9NZ, United Kingdom	SF + 7.25%		11.14	%		10/29/2027			2,766		2,589			2,585
Directv Financing, LLC (9)(25)	2260 E Imperial Hwy, El Segundo, CA 90245	SF + 5.00%		9.10	%		8/2/2027			806		800			808
Law Business Research Inc. (4)(5)(8)(26)	330 High Holborn Holborn Gate, London, England WC1V 7QT, GB	SF + 5.25%		8.94	%		5/19/2031			46,320		45,361			46,320
LOCI Bidco Limited (4)(5)(8)(31)	330 High Holborn Holborn Gate, London, England WC1V 7QT, GB	SN + 5.25%		9.03	%		5/19/2031			GBP 73,522		91,624			99,100
LOCI Bidco Limited (4)(5)(8)(26)	330 High Holborn Holborn Gate, London, England WC1V 7QT, GB	SF + 5.25%		9.29	%		5/19/2031			12,087		11,855			12,087
Mediaworks Holdings Limited (4)(5)(9)(33)	Level 6, 11 Eastern Road, South Melbourne, VIC 3205, Australia	BB + 6.00%		8.54	%		10/17/2028			NZD 32,230		18,361			18,412
Shelley Bidco Pty Ltd (4)(5)(6)(9)(35)	Level 6, 11 Eastern Road, South Melbourne, VIC 3205, Australia	B + 6.00%		10.02	%		10/17/2028			AUD 16,816		1,300			1,324
Shelley Bidco Pty Ltd (4)(5)(9)(35)	Level 6, 11 Eastern Road, South Melbourne, VIC 3205, Australia	B + 6.00%		9.69	%		10/17/2028			AUD143,997		92,930			95,418

												384,944			397,256		3.19	%

161


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Metals & Mining
Alchemy US Holdco 1 LLC (4)(10)(25)	2601 Weck Drive, Research Triangle Park, North Carolina 27709	SF + 6.50%		10.34	%		7/31/2029			118,301		114,572			110,733
Alchemy US Holdco 1 LLC (4)(10)(29)	2601 Weck Drive, Research Triangle Park, North Carolina 27709	E + 6.50%		8.57	%		7/31/2029			EUR 24,961		26,167			27,341
Alchemy US Holdco 1 LLC (4)(6)(10)(25)	2601 Weck Drive, Research Triangle Park, North Carolina 27709	SF + 6.50%		10.34	%		7/31/2029			10,229		913			633
BLY US Holdings Inc. (4)(5)(10)(25)	2455 South 3600 West, West Valley City, UT 84119	SF + 6.00%		9.67	%		4/10/2029			57,265		56,316			56,001
BLY US Holdings Inc. (4)(5)(10)(25)	2455 South 3600 West, West Valley City, UT 84119	SF + 6.00%		9.67	%		4/10/2029			15,342		14,962			15,003
Star Holding LLC (7)(24)	24275 Katy Freeway, Suite 600, Katy, TX 77494	SF + 4.50%		8.22	%		7/31/2031			4,243		4,224			4,179

												217,154			213,890			1.72	%

Multi-Utilities
Forgent Intermediate IV (4)(7)(24)	11500 Dayton Pkwy, Maple Grove, MN 55369	SF + 3.25%		6.98	%		12/20/2032			4,310		4,267			4,289

												4,267			4,289			0.03	%

Oil, Gas & Consumable Fuels
CVR CHC LP (5)(7)(25)	2277 Plaza Dr Ste 500, Sugar Land, TX 77479	SF + 4.00%		7.67	%		12/30/2027			2,612		2,598			2,621
Eagle LNG Partners Jacksonville II LLC (4)(7)	4400 Post Oak Parkway, Suite 420, Houston, Texas 77027	13.50% (incl 6.35% PIK)		13.50	%		4/26/2029			920		903			850

												3,501			3,471			0.03	%

Personal Care Products
MRO Maryruth LLC (4)(7)(25)	1171 S Robertson Blvd, #148, Los Angeles, CA 90035	SF + 4.00%		7.67	%		9/30/2030			48,694		48,404			48,459
MRO Maryruth LLC (4)(9)(23)(25)	1171 S Robertson Blvd, #148, Los Angeles, CA 90035	SF + 4.75%		8.42	%		9/30/2031			18,953		18,793			18,818
Parfums Holding Company, Inc. (4)(10)(25)	750 E. Main Street, Stamford, CT 06902	SF + 5.25%		8.92	%		6/27/2030			118,225		117,341			119,408
Parfums Holding Company, Inc. (4)(6)(10)	750 E. Main Street, Stamford, CT 06902						6/27/2029			9,034		(63	)		—

												184,475			186,685			1.50	%

Pharmaceuticals
Amneal Pharmaceuticals LLC (5)(8)(24)	400 Crossing Blvd, 3rd Floor, Bridgewater, NJ 08807	SF + 3.50%		7.22	%		8/1/2032			7,781		7,762			7,858
Atlas Borrower, LLC (4)(8)(25)	1710 N Shelby Oaks Dr, Suite 1, Memphis, TN 38134	SF + 4.50%		8.17	%		9/4/2032			88,232		87,391			87,518
Atlas Borrower, LLC (4)(6)(8)	1710 N Shelby Oaks Dr, Suite 1, Memphis, TN 38134						9/4/2032			15,234		(145	)		(123	)

162


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Azurity Pharmaceuticals Inc (4)(10)(25)	8 Cabot Road, Suite 2000, Woburn, MA 01801	SF + 7.00%		10.71	%		3/14/2030			231,423		227,535			221,602
Azurity Pharmaceuticals Inc (4)(6)(10)	8 Cabot Road, Suite 2000, Woburn, MA 01801						3/14/2030			20,537		(344	)		(872	)
Creek Parent, Inc. (4)(9)(24)	200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807	SF + 5.00%		8.73	%		12/18/2031			120,239		118,564			119,763
Creek Parent, Inc. (4)(6)(9)	200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807						12/18/2031			22,379		(310	)		(89	)
Creek Parent, Inc. (4)(9)(23)(24)	200 Crossing Boulevard, 7th Floor, Bridgewater, New Jersey 08807	SF + 5.77%		9.51	%		12/18/2031			1,210		1,193			1,205
Dechra Finance US LLC (5)(7)(26)	7015 College Blvd, Ste 525, Overlan Park, KS 66211-1551	SF + 3.25%		7.45	%		1/27/2032			4,135		4,126			4,171
Endo Finance Holdings Inc (8)(24)	9 Great Valley Parkway, Malvern, PA 19355	SF + 3.75%		7.47	%		4/23/2031			8,112		8,046			8,059
Gusto Aus Bidco Pty Ltd (4)(5)(8)(34)	Level 10, 12 Help Street, Chatswood NSW 2067, Australia	B + 4.75%		8.39	%		11/15/2031		AUD	243,533		156,111			164,134
Gusto Aus Bidco Pty Ltd (4)(5)(6)(8)	Level 10, 12 Help Street, Chatswood NSW 2067, Australia						11/15/2031		AUD	24,086		(108	)		161

												609,821			613,387			4.93	%

Professional Services
Baker Tilly Advisory Group, LP (4)(9)(24)	205 N. Michigan Ave., 28th Floor, Chicago, IL 60601	SF + 4.75%		8.47	%		6/3/2031			117,224		115,846			117,224
Baker Tilly Advisory Group, LP (4)(9)(24)	205 N. Michigan Ave., 28th Floor, Chicago, IL 60601	SF +4.25%		7.97	%		6/3/2031			28,427		28,169			28,406
Baker Tilly Advisory Group, LP (4)(6)(9)	205 N. Michigan Ave., 28th Floor, Chicago, IL 60601						6/3/2030			27,686		(297	)		(51	)
Captive Resources Midco LLC (4)(6)(9)	1100 N. Arlington Heights Road, Itasca, IL 60143						7/3/2028			7,558		(63	)		—
Captive Resources Midco LLC (4)(9)(24)	1100 N. Arlington Heights Road, Itasca, IL 60143	SF + 4.50%		8.22	%		7/2/2029			90,960		90,086			90,959
Chartis Group LLC (4)(9)(25)	220 West Kinzie Street, Third Floor, Chicago, IL 60654	SF + 4.25%		7.95	%		9/17/2031			80,979		80,318			81,787
Chartis Group LLC (4)(6)(9)(25)	220 West Kinzie Street, Third Floor, Chicago, IL 60654	SF + 4.25%		7.92	%		9/17/2031			25,029		3,936			4,413
Chartis Group LLC (4)(6)(9)	220 West Kinzie Street, Third Floor, Chicago, IL 60654						9/17/2031			14,716		(119	)		—
Citrin Cooperman Advisors LLC (7)(25)	50 Rockefeller Plaza, New York, NY 10020	SF + 3.00%		6.67	%		4/1/2032			14,441		14,289			14,501

163


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
CohnReznick Advisory LLC (7)(25)	3560 Lenox Road NE, Suite 2900, Atlanta, GA 30326	SF + 3.50%		7.17	%		3/31/2032			10,005		9,960			10,074
CohnReznick Advisory LLC (6)(7)	3560 Lenox Road NE, Suite 2900, Atlanta, GA 30326						3/31/2032			1,594		(8	)		11
Grant Thornton Advisors Holdings LLC (7)(24)	171 N Clark St, Suite 200, Chicago, IL 60601	SF + 2.75%		6.47	%		6/2/2031			15,090		15,090			15,138
Guidehouse Inc. (4)(9)(24)	1676 International Drive Suite 800, McLean, VA 22102	SF + 4.75%		8.47	%		12/16/2030			190,867		189,203			188,053
IG Investments Holdings, LLC (4)(6)(13)	1224 Hammond Drive, Suite 1500, Atlanta, GA 30346						9/22/2028			10,221		(80	)		—
IG Investments Holdings, LLC (4)(9)(25)	1224 Hammond Drive, Suite 1500, Atlanta, GA 30346	SF + 5.00%		8.84	%		9/22/2028			88,012		87,680			88,012
IRI Group Holdings, Inc. (4)(9)(24)	203 North LaSalle Street, Suite 1500, Chicago, IL 60601	SF + 4.25%		7.97	%		12/1/2029			206,163		204,749			208,224
IRI Group Holdings, Inc. (4)(6)(13)	203 North LaSalle Street, Suite 1500, Chicago, IL 60601						12/1/2028			19,562		(123	)		—
Planet US Buyer LLC (5)(7)(25)	Exchange Place 2, 5 Semple Street, Edinburgh, EH3 8BL, UK	SF + 3.00%		6.82	%		2/7/2031			7,388		7,374			7,445
Railpros Parent LLC (4)(9)(25)	5605 N MacArthur Blvd. Suite 650, Irving, TX 75038	SF + 4.25%		8.13	%		5/24/2032			24,770		24,545			24,808
Railpros Parent LLC (4)(6)(9)	5605 N MacArthur Blvd. Suite 650, Irving, TX 75038						5/24/2032			3,832		(35	)		—
Sedgwick Claims Management Services Inc (7)(24)	8125 Sedgwick Way Memphis, TN 38125	SF + 2.50%		6.22	%		7/31/2031			18,870		18,727			18,951
Spirit RR Holdings, Inc. (4)(9)(25)	11 East 26th Street, 12th Floor, New York, NY 10010	SF + 4.50%		8.27	%		9/13/2028			42,232		41,814			42,655
Spirit RR Holdings, Inc. (4)(6)(9)	11 East 26th Street, 12th Floor, New York, NY 10010						9/13/2028			3,579		(34	)		—
Spirit RR Holdings, Inc. (4)(9)(25)	11 East 26th Street, 12th Floor, New York, NY 10010	SF + 4.50%		8.27	%		9/13/2028			5,904		5,848			5,963
Spirit RR Holdings, Inc. (4)(9)(25)	11 East 26th Street, 12th Floor, New York, NY 10010	SF + 4.50%		8.27	%		9/13/2028			2,970		2,947			3,000
YA Intermediate Holdings II LLC (4)(9)(26)	12851 Manchester Rd Ste 160, St. Louis, MO, 63131	SF + 5.00%		8.85	%		10/1/2031			47,092		46,899			47,321
YA Intermediate Holdings II LLC (4)(6)(9)(25)	12851 Manchester Rd Ste 160, St. Louis, MO, 63131	SF + 5.00%		8.69	%		10/1/2031			19,797		2,851			3,086
YA Intermediate Holdings II LLC (4)(6)(9)(25)	12851 Manchester Rd Ste 160, St. Louis, MO, 63131	SF + 5.00%		8.86	%		10/1/2031			9,750		2,479			2,519

												992,051			1,002,499		8.06	%

164


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Real Estate Management & Development
Associations Inc. (4)(10)(25)	5401 N Central Expy, Ste 300, Dallas, TX, 75205	SF + 6.50%		10.66	%		7/3/2028			54,996		54,963			54,996
Associations Inc. (4)(6)(10)(25)	5401 N Central Expy, Ste 300, Dallas, TX, 75205	SF + 6.50%		10.66	%		7/3/2028			4,300		1,840			1,843
Associations Inc. (4)(6)(10)	5401 N Central Expy, Ste 300, Dallas, TX, 75205						7/3/2028			3,459		(2	)		—

												56,801			56,839			0.46	%

Semiconductors & Semiconductor Equipment
Altar Bidco Inc (8)(25)	15 Elizabeth Drive, Chelmsford, MA 0182	SF + 3.10%		6.78	%		2/1/2029			8,690		8,656			8,613
TechInsights Inc (4)(5)(10)(23)(25)	1891 Robertson Road, Suite 500, Ottawa, ON K2H 5B7, Canada	SF + 6.31%		10.13	%		11/9/2027			2,500		2,483			2,500
TechInsights Inc (4)(5)(10)(23)(25)	1891 Robertson Road, Suite 500, Ottawa, ON K2H 5B7, Canada	SF + 6.31%		10.13	%		11/9/2027			963		956			963

												12,095			12,076			0.10	%

Software
Armstrong Bidco Limited (4)(5)(7)(31)	10 Oakwood Drive, Loughborough, LE11 3QF, England, United Kingdom	SN + 5.25%		8.98	%		6/28/2029		GBP	91,991		110,675			123,995
Armstrong Bidco Limited (4)(5)(7)(31)	10 Oakwood Drive, Loughborough, LE11 3QF, England, United Kingdom	SN + 5.25%		8.98	%		6/28/2029		GBP	47,995		56,243			64,693
Artifact Bidco, Inc. (4)(8)(25)	3300 Triumph Blvd, Ste. 800, Lehi, UT 84043	SF + 4.15%		7.82	%		7/26/2031			45,788		45,424			45,788
Artifact Bidco, Inc. (4)(6)(8)	3300 Triumph Blvd, Ste. 800, Lehi, UT 84043						7/26/2031			11,207		(101	)		—
Artifact Bidco, Inc. (4)(6)(8)	3300 Triumph Blvd, Ste. 800, Lehi, UT 84043						7/26/2030			5,443		(41	)		—
Artifact Bidco, Inc. (4)(6)(8)	3300 Triumph Blvd, Ste. 800, Lehi, UT 84043						7/26/2030			2,562		(19	)		—
Artisan Bidco, Inc. (4)(10)(29)	75 Network Dr, Burlington, MA 01803	E + 7.00%		9.03	%		11/7/2029			EUR 18,242		19,199			20,529
Artisan Bidco, Inc. (4)(10)(25)	75 Network Dr, Burlington, MA 01803	SF + 7.00%		10.94	%		11/7/2029			39,200		38,572			37,588
Artisan Bidco, Inc. (4)(6)(10)(25)	75 Network Dr, Burlington, MA 01803	SF + 7.00%		10.72	%		11/7/2029			6,000		4,404			4,253
Artisan Bidco, Inc. (4)(10)(25)	75 Network Dr, Burlington, MA 01803	SF + 7.00%		10.94	%		11/7/2029			990		982			949
Auditboard, Inc. (4)(6)(9)	12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703						7/14/2031			30,286		(239	)		(225	)

165


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Auditboard, Inc. (4)(9)(25)	12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703	SF + 4.50%		8.17	%		7/14/2031			159,000		157,745			157,820
Auditboard, Inc. (4)(9)(25)	12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703	SF + 4.50%		8.24	%		7/14/2031			75,714		75,041			75,152
Auditboard, Inc. (4)(9)(25)	12900 Park Plaza Drive, Suite 200,Cerritos, CA 90703	SF + 4.50%		8.24	%		7/14/2031			9,751		9,678			9,678
Avalara, Inc. (7)(25)	512 Mangum Street, Suite 100, Durham, NC 27701	SF + 2.75%		6.42	%		3/26/2032			13,292		13,226			13,365
BMC Software Inc. (7)(25)	2103 CityWest Blvd, Houston, TX 77042	SF + 3.00%		6.82	%		7/30/2031			2,978		2,947			2,973
Boreal Bidco (4)(5)(7)(29)	113 Boulevard De La Bataille De Stalingrad, 69100, Villeurbanne, France	E + 7.25% (incl 5.75% PIK)		9.27	%		3/26/2032		EUR	51,153		54,169			59,160
Bottomline Technologies, Inc. (4)(6)(9)	100 International Drive, Suite 200 Portsmouth, NH 03801						5/15/2028			385		(2	)		—
Bottomline Technologies, Inc. (4)(9)(25)	100 International Drive, Suite 200 Portsmouth, NH 03801	SF + 4.50%		8.17	%		5/13/2029			4,466		4,444			4,491
Calabrio, Inc. (7)(25)	241 North 5th Avenue, Suite 1000, Minneapolis, MN 55401	SF + 4.00%		7.84	%		11/26/2032			11,360		10,800			10,735
Central Parent LLC (7)(25)	11809 Domain Dr Austin, TX 78758	SF + 3.25%		6.92	%		7/6/2029			20,047		19,996			17,045
Cloud Software Group Inc (7)	851 Cypress Creek Road, Fort Lauderdale, FL 33309	6.50%		6.50	%		3/31/2029			7,740		7,084			7,846
Cloud Software Group Inc (7)(25)	851 Cypress Creek Road, Fort Lauderdale, FL 33309	SF + 3.25%		6.92	%		8/13/2032			13,965		13,965			13,999
Cloud Software Group Inc (7)(25)	851 Cypress Creek Road, Fort Lauderdale, FL 33309	SF + 3.25%		6.92	%		3/21/2031			4,753		4,753			4,765
Coupa Holdings, LLC (4)(9)(25)	950 Tower Ln Fl 20, Foster City, CA 94404	SF + 5.25%		9.09	%		2/27/2030			78,580		77,485			78,580
Coupa Holdings, LLC (4)(6)(9)	950 Tower Ln Fl 20, Foster City, CA 94404						2/27/2029			6,211		(82	)		—
Coupa Holdings, LLC (4)(6)(9)	950 Tower Ln Fl 20, Foster City, CA 94404						2/27/2030			7,123		(104	)		—
Databricks Inc (4)(7)(24)	160 Spear Street, 15th Floor, San Francisco, CA 94105	SF + 4.50%		8.19	%		1/5/2032			137,478		136,897			136,995
Databricks Inc (4)(6)(7)	160 Spear Street, 15th Floor, San Francisco, CA 94105						1/3/2031			30,597		(153	)		(108	)
Databricks Inc (4)(6)(7)	160 Spear Street, 15th Floor, San Francisco, CA 94105						1/5/2032			30,583		(153	)		(107	)
DigiCert Inc (4)(9)(24)	2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043	SF + 5.75%		9.47	%		7/30/2030			359,912		354,971			355,846
DigiCert Inc (4)(9)(23)(24)	2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043	SF + 6.40%		10.12	%		7/30/2030			1,995		1,968			1,971

166


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
DigiCert Inc (4)(6)(9)	2801 N Thanksgiving Way, Suite 500, Lehi, UT 84043						7/30/2030			38,437		(528	)		(434	)
EasyPark Strategy AB (4)(5)(8)(26)	Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden	SF + 4.75%		8.37	%		12/19/2030			45,577		45,009			45,318
EasyPark Strategy AB (4)(5)(8)(37)	Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden	N + 4.75%		8.99	%		12/19/2030		NOK	234,246		20,235			23,103
EasyPark Strategy AB (4)(5)(8)(30)	Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden	E + 4.75%		6.87	%		12/19/2030		EUR	74,735		76,586			87,331
EasyPark Strategy AB (4)(5)(8)(31)	Birger Jarlsgatan 57 B, 113 56 Stockholm, Sweden	SN + 4.75%		8.48	%		12/19/2031		GBP	29,019		35,689			38,902
EasyPark Strategy AB (4)(5)(8)(30)	Birger Jarlsgatan 57b, Stockholm, Stockholm County 11356, Sweden	E + 4.75%		6.87	%		12/19/2030		EUR	8,569		9,887			10,013
Edition Holdings Inc (4)(9)(25)	2901 Via Fortuna #100, Austin, TX 78746	SF + 4.50%		8.16	%		12/20/2032			61,540		61,310			61,310
Edition Holdings Inc (4)(6)(9)	2901 Via Fortuna #100, Austin, TX 78746						12/20/2032			8,904		(33	)		(33	)
Edition Holdings Inc (4)(6)(9)	2901 Via Fortuna #100, Austin, TX 78746						12/20/2032			16,684		(62	)		(62	)
Edition Holdings Inc (4)(6)(9)	2901 Via Fortuna #100, Austin, TX 78746						12/20/2032			6,722		(25	)		(25	)
Einstein Parent Inc (4)(9)(25)	500 108th Ave NE, #200, Bellevue, WA 98004	SF + 6.50%		10.36	%		1/22/2031			94,062		92,476			92,934
Einstein Parent Inc (4)(6)(9)	500 108th Ave NE, #200, Bellevue, WA 98004						1/22/2031			9,745		(164	)		(117	)
Elements Finco Limited (4)(5)(7)(31)	470 London Road, Slough, Berkshire SL3 8QY, United Kingdom	SN + 5.50% (incl 2.50% PIK)		9.22	%		4/29/2031		GBP	34,144		42,628			46,023
Elements Finco Limited (4)(5)(7)(31)	470 London Road, Slough, Berkshire SL3 8QY, United Kingdom	SN + 5.25% (incl 2.25% PIK)		8.97	%		4/29/2031		GBP	50,987		63,278			68,724
Elements Finco Limited (4)(5)(7)(24)	470 London Road, Slough, Berkshire SL3 8QY, United Kingdom	SF + 5.25% (incl 2.25% PIK)		8.97	%		4/29/2031			10,664		10,584			10,664
Elements Finco Limited (4)(5)(7)(24)	470 London Road, Slough, Berkshire SL3 8QY, United Kingdom	SF + 5.25% (incl 2.25% PIK)		8.97	%		4/29/2031			8,875		8,809			8,875
Elements Finco Limited (4)(5)(7)(31)	470 London Road, Slough, Berkshire SL3 8QY, United Kingdom	SN + 5.50% (incl 2.50% PIK)		9.22	%		4/29/2031		GBP	15,306		19,102			20,631
Espresso Bidco Inc. (4)(9)(25)	4 Embarcadero Center, Suite 3200, San Francisco, California, 94111	SF + 5.75% (incl 3.13% PIK)		9.42	%		3/25/2032			53,033		52,342			52,559
Espresso Bidco Inc. (4)(6)(9)	4 Embarcadero Center, Suite 3200, San Francisco, California, 94111						3/25/2032			14,333		(203	)		(128	)
Espresso Bidco Inc. (4)(6)(9)	4 Embarcadero Center, Suite 3200, San Francisco, California, 94111						3/25/2032			6,370		(85	)		(57	)

167


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value			Percentage of Net Assets
Flexera Software LLC (4)(8)(28)	300 Park Blvd, Suite 400, Itasca, IL 60143	E + 4.50%		6.43	%		8/15/2032		EUR	65,335		76,293			76,693
Flexera Software LLC (4)(8)(25)	300 Park Blvd, Suite 400, Itasca, IL 60143	SF + 4.50%		8.35	%		8/15/2032			199,944		199,471			199,781
Flexera Software LLC (4)(6)(8)	300 Park Blvd, Suite 400, Itasca, IL 60143						8/15/2032			16,806		(40	)		(14	)
Huskies Parent Inc (4)(9)(24)	170 Huyshope Avenue, Hartford, CT 06106	SF + 6.00% (incl 0.50% PIK)		9.82	%		11/5/2029			24,652		24,447			23,419
Huskies Parent Inc (4)(9)(24)	170 Huyshope Avenue, Hartford, CT 06106	SF + 6.00%		9.82	%		11/5/2029			1,049		1,029			1,029
Huskies Parent Inc (4)(6)(9)(24)	170 Huyshope Avenue, Hartford, CT 06106	SF + 5.50%		9.32	%		11/5/2029			1,000		271			228
ION Platform Finance US Inc (7)(25)	1345 Sixth Avenue, 50th floor, New York, NY 10105	SF + 3.75%		7.42	%		10/7/2032			20,000		19,807			18,829
Kaseya Inc (7)(24)	701 Brickell Ave, Suite 400, Miami, FL 33131	SF + 3.00%		6.72	%		3/20/2032			20,314		20,208			20,356
Kona Buyer, LLC (4)(6)(9)	201 W. Saint John St., Spartanburg, SC 29306						7/23/2031			15,463		(123	)		—
Kona Buyer, LLC (4)(9)(25)	201 W. Saint John St., Spartanburg, SC 29306	SF + 4.50%		8.36	%		7/23/2031			111,997		111,109			112,438
Kona Buyer, LLC (4)(9)(25)	201 W. Saint John St., Spartanburg, SC 29306	SF + 4.50%		8.36	%		7/23/2031			6,572		6,518			6,598
Kona Buyer, LLC (4)(9)(25)	201 W. Saint John St., Spartanburg, SC 29306	SF + 4.50%		8.36	%		7/23/2031			1,849		1,835			1,857
Kona Buyer, LLC (4)(6)(9)	201 W. Saint John St., Spartanburg, SC 29306						7/23/2031			61,081		(305	)		241
Kona Buyer, LLC (4)(6)(9)	201 W. Saint John St., Spartanburg, SC 29306						6/27/2032			7,096		(35	)		—
Kpler Finance SA (4)(5)(8)(26)	Avenue des Celtes 20/8, 1040 Brussels, Belgium	SF + 7.00% (incl 3.75% PIK)		10.69	%		4/25/2031			71,282		70,352			70,864
Kpler Finance SA (4)(5)(8)(26)	Avenue des Celtes 20/8, 1040 Brussels, Belgium	SF + 7.00% (incl 3.75% PIK)		10.69	%		4/25/2031			71,282		70,352			70,864
Kpler Finance SA (4)(5)(6)(8)(26)	Avenue des Celtes 20/8, 1040 Brussels, Belgium	SF + 6.50%		10.19	%		10/25/2030			20,000		17,736			17,878
Kpler Finance SA (4)(5)(6)(8)(26)	Avenue des Celtes 20/8, 1040 Brussels, Belgium	SF + 7.00% (incl 3.75% PIK)		10.59	%		10/25/2030			20,000		5,719			5,878
Kryptona Bidco US, LLC (4)(6)(9)	1081 Cam Del Rio S Mission Valley, San Diego, CA 92108						12/18/2031			16,852		(287	)		(161)
Kryptona Bidco US, LLC (4)(9)(25)	1081 Cam Del Rio S Mission Valley, San Diego, CA 92108	SF + 6.00% (incl 3.25% PIK)		9.70	%		12/18/2031			159,321		156,694			157,795
Kryptona Bidco US, LLC (4)(7)(29)	1081 Cam Del Rio S Mission Valley, San Diego, CA 92108	E + 6.00% (incl 3.25% PIK)		8.06	%		12/18/2031		EUR	36,871		37,735			42,920
McAfee Corp (8)(24)	6220 America Center Drive, San Jose, CA 95002	SF + 3.00%		6.72	%		3/1/2029			8,729		8,607			8,085
Medallia Inc (4)(9)(25)	6220 Stoneridge Mall Rd Floor 2, Pleasanton, CA 94588	SF + 6.00%		9.70	%		10/29/2028			82,995		82,995			64,725
Mitchell International Inc (8)(24)	9771 Clairemont Mesa Blvd, STE. A, San Diego, CA 92124	SF + 3.25%		6.97	%		6/17/2031			9,875		9,836			9,919

168


Company (1)	Address	Reference Rate and Spread (2)	Interest Rate (2)			Maturity Date		% of Class Held at 12/31/2025	Par Amount/ Units		Amortized Cost (3)			Fair Value		Percentage of Net Assets
OEConnection LLC (8)(24)	3600 Embassy Pkwy, Suite 300, Fairlawn, OH 44333	SF + 4.50%		8.23	%		12/23/2032			104,563		103,833			103,520
OEConnection LLC (6)(8)	3600 Embassy Pkwy, Suite 300, Fairlawn, OH 44333						12/23/2032			15,332		(77	)		26
OEConnection LLC (6)(8)	3600 Embassy Pkwy, Suite 300, Fairlawn, OH 44333						12/23/2032			11,376		(76	)		19
Omega II AB (4)(5)(6)(7)	Bollgatan 3B, 352 46 Växjö, Sweden						6/18/2032			SEK 255,591		(127	)		278
Omega II AB (4)(5)(7)(38)	Bollgatan 3B, 352 46 Växjö, Sweden	ST + 4.25%		6.12	%		6/18/2032			SEK 943,460		97,178			103,501
Onesource Virtual, Inc. (4)(6)(10)	9001 Cypress Waters Blvd, Coppell, Texas 75019						5/28/2030			25,318		(279	)		—
Onesource Virtual, Inc. (4)(10)(25)	9001 Cypress Waters Blvd, Coppell, Texas 75019	SF + 4.75%		8.59	%		5/28/2030			161,328		159,553			161,328
Prism Parent Co., Inc. (4)(9)(24)	21251 Ridgetop Circle, Suite 100, Dulles, VA 20166	SF + 5.00%		8.73	%		9/19/2028			41,925		41,537			41,925
Prism Parent Co., Inc. (4)(6)(9)(24)	21251 Ridgetop Circle, Suite 100, Dulles, VA 20166	SF + 5.00%		8.73	%		9/19/2028			4,316		1,686			1,725
Project Alpha Intermediate Holding, Inc. (8)(25)	211 South Gulph Road Suite 500 King of Prussia, PA 19406	SF + 3.25%		6.92	%		10/26/2030			24,903		24,654			24,892
Proofpoint, Inc. (8)(25)	925 W Maude Avenue, Sunnyvale, CA 94085	SF + 3.00%		6.67	%		8/31/2028			18,906		18,763			19,034
QBS Parent Inc (4)(9)(25)	811 Main Street, Suite 2200, Houston, TX 77002	SF + 4.50%		8.17	%		6/3/2032			39,427		39,261			39,622
QBS Parent Inc (4)(6)(9)(24)	811 Main Street, Suite 2200, Houston, TX 77002	SF + 4.50%		8.22	%		6/3/2032			3,820		331			347
Quail Buyer, Inc. (4)(9)(25)	3760 Haven Avenue, Menlo Park, CA 94025	SF + 5.00%		8.89	%		10/1/2027			7,161		7,118			7,161
Quail Buyer, Inc. (4)(9)(25)	3760 Haven Avenue, Menlo Park, CA 94025	SF + 5.00%		8.89	%		10/1/2027			22,798		22,619			22,798
Red Planet Borrower, LLC (8)(24)	900 Middlefield Rd, Floor 5, Redwood City, CA 94063	SF + 4.00%		7.72	%		9/8/2032			5,487		5,435			5,504
Riley MergeCo LLC (4)(6)(10)(23)	470 Nevada St, Auburn, CA 95603						9/23/2027			197		(2	)		(10)
Riley MergeCo LLC (4)(10)(23)(24)	470 Nevada St, Auburn, CA 95603	SF + 7.51%		11.34	%		9/23/2027			1,782		1,770			1,689
Rocket Software Inc (8)(24)	77 Fourth Avenue, Waltham, MA, 02451-1468	SF + 3.75%		7.47	%		11/28/2028			12,136		11,905			12,148
Severin Acquisition LLC (4)(9)(24)	150 Parkshore Drive, Folsom, CA 95630	SF + 4.75% (incl 2.25% PIK)		8.47	%		10/1/2031			304,940		302,500			304,940
Severin Acquisition LLC (4)(6)(9)	150 Parkshore Drive, Folsom, CA 95630						10/1/2031			44,454		(365	)		—
Severin Acquisition LLC (4)(6)(9)(24)	150 Parkshore Drive, Folsom, CA 95630	SF + 4.75% (incl 2.25% PIK)		8.47	%		10/1/2031			63,093		12,707			13,275

169

Company

(1)

Address

Reference Rate
and Spread

(2)

Interest
Rate

(2)

Maturity
Date

% of Class
Held at
12/31/2025

Par

Amount/

Units

Amortized
Cost

(3)

Fair
Value

Percentage
of Net
Assets

Shackleton Lower JVCO ULC (4)(5)(9)(36)

80 Payworks Way, Winnipeg, Manitoba, R3Y 2L5, Canada

C + 4.50%

6.74

11/5/2032

CAD 36,682

25,747

26,465

Shackleton Lower JVCO ULC (4)(5)(6)(9)

80 Payworks Way, Winnipeg, Manitoba, R3Y 2L5, Canada

11/5/2032

CAD 18,341

(129

)

(131)

Shackleton Lower JVCO ULC (4)(5)(6)(9)

80 Payworks Way, Winnipeg, Manitoba, R3Y 2L5, Canada

11/5/2032

CAD 4,649

(32

)

(33)

SI Swan UK Bidco Ltd (4)(5)(7)(25)

Azrieli Center, 26 Harokmim Street, Holon, Israel

SF + 4.75%

8.46

12/16/2032

45,707

45,479

SI Swan UK Bidco Ltd (4)(5)(6)(7)

Azrieli Center, 26 Harokmim Street, Holon, Israel

12/16/2032

10,845

(54

)

(54)

SI Swan UK Bidco Ltd (4)(5)(6)(7)

Azrieli Center, 26 Harokmim Street, Holon, Israel