false--12-310001905824FYCAAll investments are U.S. domiciled.Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.All debt investments are income-producing, unless otherwise noted.Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the London Interbank Offered Rate (“LIBOR”) and/or the Term Secured Overnight Financing Rate (“SOFR”), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, we have provided the applicable margin over the reference rate based on each respective credit agreement. As of December 31, 2022, the reference rates for the floating rate loans were the 1 Month LIBOR of 4.39%, 3 Month LIBOR of 4.77%, 6 Month LIBOR of 5.14%, 1 Month SOFR of 4.36%, 3 Month SOFR of 4.59% and 6 Month SOFR of 4.78%.The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act’’). Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, total non-qualifying assets at fair value represented 18.4% of the Company’s total net assets calculated in accordance with the 1940 Act.The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“SOFR”), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, we have provided the applicable margin over the reference rate based on each respective credit agreement. As of December 31, 2023, the reference rates for the floating rate loans were the 1 Month SOFR of 5.35%, 3 Month SOFR of 5.33% and 6 Month SOFR of 5.16%.Pledged as collateral against the credit facility. See Note 4. Borrowings in the Notes to Consolidated Financial Statements for additional information.The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements in the Notes to Consolidated Financial Statements.The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act’’). Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, total non-qualifying assets at fair value represented 16.0% of the Company’s total net assets calculated in accordance with the 1940 Act.A zero balance may reflect actual amounts rounding to less than one thousand.Adjusted for open wash sale deferrals and for differences between book and tax unrealized gain/loss, if any.Represents differences in income tax regulations and U.S. GAAP, mainly for organizational expenses.Capital losses available to offset future net capital gains as shown below.Capital losses realized during the year ended December 31, 2023 and the period June 10, 2022 (date of inception) through December 31, 2022 which the Company elected to defer to the following taxable year pursuant to income tax regulations.Specified losses realized during the year ended December 31, 2023 and the period June 10, 2022 (date of inception) through December 31, 2022 which the Company elected to defer to the following taxable year pursuant to income tax regulations.Primary differences, if any, between book and tax net unrealized appreciation (depreciation) on investments are attributable to wash sales, if applicable.Includes short-term capital gains distributed, if any.A portion of the distributions made represents a tax return of capital. Return of capital distributions have been reclassified from undistributed net investment income to paid-in capital to more appropriately conform financial accounting to tax accounting.Includes undistributed short-term capital gains, if any.Purchases and Drawdowns may include securities received in corporate actions and restructurings.Sales and Paydowns may include securities delivered in corporate actions and restructuring of investments.Interest rates on short-term investments are annualized.All or a portion of the interest on this position is paid-in-kind (PIK)Represents co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief received from the U.S. Securities and Exchange Commission. See Note 3. 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Closing Date Term Loan | SOFR + 4.262% | 9.610% | 12/17/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Technology | Polaris Newco, LLC Dollar Term Loan | SOFR + 4.114% | 9.470% | 06/02/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Technology | TIBCO Software, Inc. Dollar Term Loan B | SOFR + 4.600% | 9.948% | 03/30/2029 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Wireless | Windstream Services, LLC Incremental Term Loan | SOFR + 4.100% | 9.456% | 02/23/2027 2023-12-31 0001905824 Debt Investments | Second Lien Senior Secured | Technology | Altar BidCo, Inc. Initial Term Loan | SOFR + 5.600% | 10.813% | 02/01/2030 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Pharmaceuticals | Gainwell Acquisition Corp. Term B Loan | SOFR + 4.100% | 9.448% | 10/01/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Retailers | LBM Acquisition, LLC Initial Term Loan | SOFR + 3.850% | 9.206% | 12/17/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Retailers | Rising Tide Holdings, Inc. FILO Term Loan | SOFR + 9.000% | 14.356% | 06/01/2026 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Technology | Endurance International Group Holdings, Inc. Initial Term Loan | SOFR + 3.928% | 9.422% | 02/10/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Technology | Mavenir Systems, Inc. Initial Term Loan | SOFR + 5.012% | 10.390% | 08/18/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Technology | McAfee Corp. Term Loan | SOFR + 3.850% | 9.193% | 03/01/2029 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Healthcare | U.S. Renal Care, Inc. Closing Date Term Loan | SOFR + 5.356% | 10.470% | 06/20/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Insurance Life | Integrity Marketing Acquisition, LLC Delayed Draw Term Loan | SOFR + 6.000% | 11.388% | 08/27/2026 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Insurance Life | Integrity Marketing Acquisition, LLC Incremental Term Loan | SOFR + 6.000% | 11.388% | 08/27/2026 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | IT Services | Alorica, Inc. Term Loan | SOFR + 6.875% | 12.231% | 12/21/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Packaging | Clydesdale Acquisition Holdings, Inc. Seven Year Term Loan | SOFR + 4.275% | 9.631% | 04/13/2029 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Packaging | LABL, Inc. Initial Dollar Term Loan | SOFR + 5.100% | 10.456% | 10/29/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Consumer Services | BCPE Empire Holdings, Inc. Extended Term Loan | SOFR + 4.750% | 10.106% | 12/11/2028 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Diversified Manufacturing | TK Elevator Midco GmbH Facility B1 Loan | SOFR + 3.928% | 9.381% | 07/30/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Entertainment | AP Core Holdings II, LLC Term B-1 Loan | SOFR + 5.614% | 10.970% | 09/01/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Entertainment | AP Core Holdings II, LLC Term B-2 Loan | SOFR + 5.614% | 10.970% | 09/01/2027 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Entertainment | PLNTF Holdings, LLC Initial Term Loan | SOFR + 8.262% | 13.633% | 03/22/2026 2023-12-31 0001905824 Debt Investments | First Lien Senior Secured | Financial Other | Asurion, LLC B-8 Term Loan | SOFR + 3.364% | 8.720% | 12/23/2026 2023-12-31 0001905824 Debt Investments | Senior Unsecured | Consumer Services | LEAF Home Solutions Note | 12.000% | 02/26/2027 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Lien Senior Secured | AP Core Holdings II, LLC Term B-1 Loan | Entertainment | LIBOR + 5.500% | 9.884% | 09/01/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | AP Core Holdings II, LLC Term B-2 Loan | Entertainment | LIBOR + 5.500% | 9.884% | 09/01/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | AssuredPartners, Inc. 2020 February Refinancing Term Loan | Brokerage | LIBOR + 3.500% | 7.884% | 02/12/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Caesars Resort Collection, LLC Term B Loan | Gaming | LIBOR + 2.750% | 7.134% | 12/23/2024 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Clydesdale Acquisition Holdings, Inc. Seven Year Term Loan | Packaging | SOFR + 4.275% | 8.598% | 04/13/2029 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Cornerstone Building Brands Inc. Tranche B Term Loan | Building Materials | LIBOR + 3.250% | 7.568% | 04/12/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Endurance International Group Holdings Inc. Initial Term Loan | Technology | LIBOR + 3.500% | 7.717% | 02/10/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Gainwell Acquisition Corp. Term B Loan | Pharmaceuticals | LIBOR + 4.000% | 8.730% | 10/01/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | LBM Acquisition LLC Initial Term Loan | Retailers | LIBOR + 3.750% | 7.121% | 12/17/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Mavenir Systems Inc. Initial Term Loan | Technology | LIBOR + 4.750% | 9.424% | 08/18/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | McAfee Corp. Term Loan | Technology | SOFR + 3.850% | 7.974% | 03/01/2029 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Peraton Corp. Term B Loan | Technology | LIBOR + 3.750% | 8.134% | 02/01/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Planview Parent Inc. Closing Date Term Loan | Technology | LIBOR + 4.000% | 8.730% | 12/17/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | PLNTF Holdings LLC Initial Term Loan | Entertainment | LIBOR + 8.000% | 12.753% | 03/22/2026 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Polaris Newco LLC Dollar Term Loan | Technology | LIBOR + 4.000% | 8.730% | 06/02/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Rising Tide Holdings, Inc. Initial Term Loan | Retailers | LIBOR + 4.750% | 9.485% | 06/01/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Sophia L.P. Term Loan B | Technology | LIBOR + 3.500% | 8.230% | 10/07/2027 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | PetSmart LLC Initial Term Loan | Retailers | LIBOR + 3.750% | 8.130% | 02/11/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Team Health Holdings Inc. Non-Extended Term Loan | Healthcare | SOFR + 2.750% | 7.134% | 02/06/2024 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | U.S. Foods Inc. (aka U.S. Foodservice, Inc.) Incremental B-2019 Term Loan | Food and Beverage | LIBOR + 2.000% | 6.384% | 09/13/2026 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | U.S. Renal Care, Inc. Initial Term Loan | Healthcare | LIBOR + 5.000% | 9.438% | 06/26/2026 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Univision Communications Inc. Initial Term Loan | Broadcasting | LIBOR + 3.250% | 7.634% | 01/31/2029 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Victorias Secret & Co. Initial Term Loan | Retailers | LIBOR + 3.250% | 7.983% | 08/02/2028 2022-12-31 0001905824 Debt Investments | First Lien Senior Secured | Windstream Services LLC Incremental Term Loan | Wireless | SOFR + 4.100% | 8.423% | 02/28/2027 2022-12-31 0001905824 Debt Investments | Second Lien Senior Secured | Altar BidCo Inc. Initial Term Loan | Technology | SOFR + 5.619% | 10.512% | 02/01/2030 2022-12-31 0001905824 Debt Investments | Second Lien Senior Secured | KKR Apple Bidco LLC Initial Term Loan | Aviation Services | LIBOR + 5.750% | 10.134% | 09/21/2029 2022-12-31 0001905824 Debt Investments | Second Lien Senior Secured | Rising Tide Holdings Inc. 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~~false0001905824FYCA 0001905824 2022-01-01~~UNITED ~~2022-12-31 0001905824 2023-03-23 xbrli:shares~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~DC ~~EXCHANGE~~20549 ~~COMMISSION~~

FORM

~~WASHINGTON, DC 20549~~ 10-K

~~10-K~~(Mark One)

~~(Mark~~☒ ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended

☒December ~~ANNUAL~~31, ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.~~2023

~~For~~OR ~~the fiscal period ended December 31, 2022~~

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from

Commission file number

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.~~814-01549

~~814-01549~~PIMCO Capital Solutions BDC Corp.

~~PIMCO~~(Exact ~~Capital~~Name ~~Solutions~~of ~~BDC~~Registrant ~~Corp.~~as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)


Delaware		87-4705230
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

650 Newport Center Drive Newport Beach, CA		92660
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949)

Delaware		87-4705230
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)
650 Newport Center DriveNewport Beach, CA		92660
(Address of Principal Executive Offices)		(Zip Code)

720-6000

~~720-6000~~Securities registered pursuant to Section 12(b) of the Act:

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section 12~~Trading Symbol(bs) Name of ~~the~~exchange ~~Act:~~on which registered — — —

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~Trading Symbol~~Section 12(sg) ~~Name~~ of ~~exchange~~the onAct: ~~which registered — — —~~

~~Securities~~Title ~~registered pursuant to Section 12(g)~~ of ~~the~~each ~~Act:~~class

~~Title~~Common ofstock, ~~each~~par ~~class~~value $0.001 per share

~~Common~~Indicate ~~stock~~by check mark if the registrant is a well-known seasoned issuer, ~~par~~as ~~value~~defined ~~$0.001~~in ~~per~~Rule ~~share~~405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or Section 15(d) of the ~~Securities~~Exchange Act. Yes ☐ No ☒

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~☐ No~~ ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

☒S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

Snon-Taccelerated

filer, a smaller reporting company, or an emerging growth company.

☒See

the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

~~non~~12b-~~accelerated~~2

of the Exchange Act.

~~See~~Large accelerated filer ☐ Accelerated filer ☐ Non-Accelerated filer ☒ Smaller reporting company ☐ Emerging Growth Company ☒

~~12b-2~~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 13(a) of the Exchange Act. ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☐registrant ~~Non-Accelerated~~has ~~filer~~filed ☒a ~~Smaller~~report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company~~under ☐Section 404(b) ~~Emerging~~of ~~Growth~~the ~~Company~~Sarbanes-Oxley ☒Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If ansecurities ~~emerging~~are ~~growth~~registered ~~company~~pursuant to Section 12(b) of the Exchange Act, indicate by check mark ifwhether the ~~registrant~~financial ~~has~~statements ~~elected~~of ~~not to use~~ the ~~extended~~registrant ~~transition~~included ~~period~~in ~~for~~the ~~complying~~filing ~~with~~reflect ~~any~~the ~~new~~correction orof ~~revised~~an ~~financial~~error ~~accounting standards provided pursuant~~ to ~~Section 13(a)~~previously ofissued ~~the~~financial ~~Exchange Act~~statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §

240.10D-1(b).

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Sec

~~There is no established public market for the issuer’s common stock.~~ uri

ties Exchange Act of 1934). Yes ☐ No ☒

~~The~~There ~~issuer~~is ~~had~~no ~~25,387,884~~established ~~shares~~public ofmarket ~~common~~for ~~stock,~~the ~~$0.001~~issuer’s ~~par~~common ~~value per share, outstanding as of March 23, 2023~~stock.

~~Table~~The issuer had 21,602,602 shares of ~~Contents~~common stock, $0.001 par value per share, outstanding as of March 12, 2024.

PIMCO CAPITAL SOLUTIONS BDC CORP.

FORM 10-K FOR THE ~~PERIOD~~YEAR ENDED DECEMBER 31, ~~2022~~2023

TABLE OF CONTENTS

PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	1719
Item 1B.C	Unresolved Staff Comments	39
Item 1B.	Unresolved Staff Comments	41
Item 2.	Properties	39
Item 1C.	Cybersecurity	41
Item 3.	Legal Proceedings	39
Item 2.	Properties	42
Item 4.	Mine Safety Disclosures	39
Item 3.	Legal Proceedings	42
PART II		40
Item 4.	Mine Safety Disclosures	42
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
PART II		42
Item 6.	[Reserved]	41
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 6.	[Reserved]	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 8.	Consolidated Financial Statements and Supplementary Data	48
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	66
Item 8.	Consolidated Financial Statements and Supplementary Data	52
Item 9A.	Controls and Procedures	66
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	76
Item 9B.	Other Information	66
Item 9A.	Controls and Procedures	76
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	66
Item 9B.	Other Information	77
PART III		67
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77
Item 10.	Directors, Executive Officers and Corporate Governance	67
PART III		77
Item 11.	Executive Compensation	70
Item 10.	Directors, Executive Officers and Corporate Governance	77
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	71
Item 11.	Executive Compensation	80
Item 13.	Certain Relationships and Related Transactions	71
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	81
Item 14.	Principal Accountant Fees and Services	73
Item 13.	Certain Relationships and Related Transactions	82
PART IV		74
Item 14.	Principal Accountant Fees and Services	84
Item 15.	Exhibits, Consolidated Financial Statements	74
PART IV		85
Item 16	Form 10-K Summary	75
Item 15.	Exhibits, Consolidated Financial Statements	85
SIGNATURES		76
Item 16.	Form 10-K Summary	86
SIGNATURES		87

~~Table~~CERTAIN ofDEFINITIONS ~~Contents~~

~~CERTAIN~~Except ~~DEFINITIONS~~as otherwise specified in this Report on Form 10-K (“Report”), the terms “Company,” “we,” “our,” and “us” refers to PIMCO Capital Solutions BDC Corp. Pacific Investment Management Company LLC (“PIMCO” or the “Advisor”) serves as the Company’s external investment advisor pursuant to the “Advisory Agreement” (as defined below).

~~Except~~CAUTIONARY asSTATEMENT ~~otherwise~~REGARDING ~~specified in this Report on Form 10~~FORWARD-KLOOKING ~~(“Report”),~~STATEMENTS the terms “Company,” “we,” “our,” and “us” refers to PIMCO Capital Solutions BDC Corp. Pacific Investment Management Company LLC (“PIMCO” or the “Advisor”) serves as the Company’s external investment advisor pursuant to the “Advisory Agreement” (as defined below).

~~CAUTIONARY~~Statements ~~STATEMENT~~contained ~~REGARDING~~in ~~FORWARD~~this Report (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company and PIMCO. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Report constitutes “forward-~~LOOKING~~looking ~~STATEMENTS~~statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements.

~~Statements~~The information contained in this ~~Report~~section ~~(including~~should ~~those~~be ~~relating~~read toin ~~current~~conjunction ~~and~~with ~~future~~“Item ~~market~~8. ~~conditions~~Consolidated Financial Statements and ~~trends~~Supplementary inData.” ~~respect~~Although ~~thereof)~~the Company believes that the assumptions on which these forward-looking statements are ~~not~~based ~~historical~~are ~~facts~~reasonable, some of those assumptions are based on ~~current~~the ~~expectations,~~work ~~estimates,~~of ~~projections,~~third ~~opinions~~parties and~~/or~~ ~~beliefs~~any of those assumptions could prove to be inaccurate; as a result, the ~~Company~~forward-looking ~~and~~statements ~~PIMCO~~based on those assumptions also could prove to be inaccurate. ~~Such~~In ~~statements~~light ~~involve~~of ~~known~~these and ~~unknown~~other ~~risks~~uncertainties, ~~uncertainties~~the ~~and~~inclusion ~~other~~of ~~factors~~a ~~and~~projection ~~undue~~or ~~reliance~~forward-looking statement in this Report should not be ~~placed~~regarded ~~thereon.~~as ~~Certain~~a ~~information~~representation ~~contained~~by inus ~~this~~that ~~Report~~the ~~constitutes~~Company’s “plans and objectives will be achieved. This discussion contains forward-looking statements,” which ~~can~~relate beto ~~identified~~future byevents or the ~~use~~Company’s offuture ~~forward-looking~~performance ~~terminology~~or ~~such~~financial ascondition ~~“may,”~~and ~~“will,”~~involves ~~“should,”~~numerous ~~“seek,”~~risks ~~“expect,”~~and ~~“anticipate~~uncertainties,” ~~“project~~including,” ~~“estimate,”~~but ~~“intend,”~~not ~~“continue,”~~limited ~~“target~~to,” orthose set forth in “~~believe~~Risk Factors” orin ~~the~~Item ~~negatives~~1A ~~thereof~~of orthis ~~other~~Report ~~variations~~and ~~thereon~~elsewhere orin ~~comparable~~this ~~terminology~~Report. ~~Due~~Investors toshould ~~various~~not ~~risks~~place ~~and~~undue ~~uncertainties,~~reliance ~~actual~~on ~~events~~these orforward-looking ~~results~~statements, orwhich ~~the~~apply ~~actual~~only ~~performance~~as of the date of this Report. The Company ~~may~~does ~~differ~~not ~~materially~~undertake ~~from~~any ~~those~~obligation ~~reflected~~to update or ~~contemplated~~revise inany ~~such~~ forward-looking statements or any other information contained herein, except as required by applicable law.

The ~~information~~following ~~contained~~factors in this section should be read in conjunction with “Item 8. Consolidated Financial Statements and Supplementary Data.” Although the Company believes that the assumptions on which these forward-looking statements are ~~based~~among ~~are reasonable, some of~~ those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that ~~the~~may ~~Company’s~~cause ~~plans~~actual ~~and~~results ~~objectives will be achieved. This discussion contains forward-looking statements, which relate~~ to ~~future~~differ ~~events~~materially orfrom the Company’s future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Item 1A of this Report and elsewhere in this Report. Investors should not place undue reliance on these forward-looking statements,: which apply only as of the date of this Report. The Company does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.

~~The~~• ~~following factors are among those that may cause actual results to differ materially from~~ the Company’s ~~forward-looking~~future ~~statements:~~operating results;

• changes in political, economic or industry conditions, the ~~Company’s~~interest ~~future~~rate ~~operating~~environment ~~results~~or conditions affecting the financial and capital markets;

• ~~changes in political, economic or industry conditions, the~~ interest rate ~~environment or conditions affecting the financial and capital markets~~volatility, ~~including with respect to changes from the impact of the coronavirus (“SARS-CoV-2”) and related respiratory disease (“COVID-19”) pandemic;~~

• ~~interest~~the ~~rate~~Company’s ~~volatility,~~business ~~including~~prospects ~~volatility~~and ~~associated with~~ the ~~decommissioning~~prospects of the ~~London~~Company’s ~~Interbank~~prospective ~~Offered~~portfolio ~~Rate (“LIBOR”) and the transition to new reference rates~~companies;

• the ~~Company’s~~impact ~~business prospects and the prospects~~ of ~~the~~increased ~~Company’s prospective portfolio companies~~competition;

• the ~~impact~~Company’s ofcontractual ~~increased~~arrangements ~~competition~~and relationships with third parties;

• the dependence of the Company’s ~~contractual~~future ~~arrangements~~success on the general economy and ~~relationships~~its ~~with~~impact ~~third~~on ~~parties~~the industries in which the Company invests;

• the ~~dependence~~ability of the Company’s ~~future~~prospective ~~success~~portfolio oncompanies ~~the~~to ~~general~~achieve ~~economy~~their ~~and its impact on the industries in which the Company invests~~objectives;

• the ~~ability~~relative ofand ~~the~~absolute ~~Company’s~~performance ~~prospective~~of ~~portfolio~~the ~~companies to achieve their objectives~~Advisor;

• the ~~relative~~ability of the Advisor and ~~absolute~~its ~~performance~~affiliates ofto ~~the~~retain ~~Advisor~~talented professionals;

• the ~~ability~~Company’s ofexpected ~~the~~financings ~~Advisor~~ and ~~its affiliates to retain talented professionals~~investments;

• the Company’s ~~expected~~ability ~~financings~~to ~~and~~pay ~~investments~~dividends or make distributions;

• the adequacy of the Company’s ~~ability~~cash ~~to pay dividends or make distributions~~resources;

• the ~~adequacy~~risks ofassociated with possible disruptions due to terrorism in the Company’s ~~cash~~operations ~~resources~~or the economy generally;

• the ~~risks~~impact ~~associated~~of ~~with~~future ~~possible~~acquisitions ~~disruptions~~and ~~due to terrorism in the Company’s operations or the economy generally~~divestitures;

•1 ~~the impact of future acquisitions and divestitures;~~

1• the Company’s regulatory structure and tax status as a business development company (“BDC”) and a regulated investment company (a “RIC”); and

~~Table~~• offuture ~~Contents~~changes in laws or regulations and conditions in the Company’s operating areas.

•Investors are advised to consult any additional disclosures that the Company’s ~~regulatory~~makes ~~structure~~directly ~~and~~to ~~tax~~investors ~~status~~or asthrough areports ~~business~~that ~~development~~the ~~company~~Company has filed or will file with the U.S. Securities and Exchange Commission (the “~~BDC~~SEC”), including our registration statement on Form 10 and aour ~~regulated~~annual ~~investment~~reports ~~company~~on (aForm ~~“RIC”);~~10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

•Investors ~~future~~should ~~changes~~understand inthat ~~laws~~under orSection 27A(b)(2)(B) ~~regulations~~of the Securities Act and ~~conditions~~Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports that the Company’s ~~operating~~files ~~areas~~under the Exchange Act.

~~Investors~~Risk ~~are~~Factor ~~advised~~Summary to consult any additional disclosures that the Company makes directly to investors or through reports that the Company has filed or will file with the U.S. Securities and Exchange Commission (the “SEC”), including our registration statement on Form 10 and our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

~~Investors~~The ~~should~~following ~~understand~~is ~~that~~a ~~under~~summary ~~Section 27A(b)(2)(B)~~ of the ~~Securities~~principal ~~Act~~risk ~~and~~factors ~~Section 21E(b)(2)(B)~~associated ofwith ~~the~~an ~~Securities~~investment ~~Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made~~ in ~~periodic reports that~~ the Company: ~~files under the Exchange Act.~~

~~Risk~~• ~~Factor~~The ~~Summary~~Company has limited operating history.

• The ~~following~~Company isgenerally amakes ~~summary~~long-term ofloans ~~the~~and ~~principal~~equity ~~risk~~investments ~~factors~~in ~~associated~~small ~~with~~and anmedium-sized ~~investment~~private incompanies ~~the~~that ~~Company:~~do not have an established trading market.

• ~~The~~Investing ~~Company~~in ~~has~~private ~~limited~~companies ~~operating~~involves ~~history~~a high degree of risk.

• The Company’s ~~generally~~shares ~~makes~~may ~~long-term~~be ~~loans~~subject ~~and~~to ~~equity~~certain ~~investments~~restrictions inon ~~small and medium-sized private companies that do not have an established trading market~~transferability.

• ~~Investing~~There incan ~~private~~be ~~companies~~no ~~involves~~guarantee athat ~~high~~the ~~degree~~Company ofwill ~~risk~~replicate the historical results achieved by similar strategies managed by PIMCO.

• ~~The~~Many of the companies in which the Company’s ~~shares~~intends to make investments may be ~~subject~~susceptible to ~~certain~~economic ~~restrictions~~slowdowns onor ~~transferability~~recessions.

• ~~There~~The ~~can~~Company beand noits ~~guarantee~~portfolio ~~that~~companies ~~the~~are ~~Company~~subject ~~will~~to ~~replicate~~regulation at the ~~historical~~local, ~~results~~state, ~~achieved~~federal byand, ~~similar~~in ~~strategies~~some ~~managed~~cases, byforeign ~~PIMCO~~levels.

• ~~Many~~The ~~of the companies in which the~~ Company ~~intends~~is tosubject ~~make investments may be susceptible~~ to ~~economic~~general ~~slowdowns~~credit ~~or recessions~~risks.

• The ~~Company~~valuations ~~and~~of ~~its portfolio companies are subject to regulation at~~ the ~~local,~~Company’s ~~state,~~investments ~~federal~~can ~~and,~~be ~~in some cases, foreign levels~~volatile.

• ~~The~~There ~~Company~~may isbe ~~subject~~limited toavailability ~~general~~of ~~credit~~suitable ~~risks~~investments for the Company.

• The ~~valuations~~fair value of ~~the~~loans, ~~Company’s~~securities and other investments ~~can~~that are not publicly traded may not be ~~volatile~~readily determinable.

• ~~There~~The Company may beneed ~~limited~~additional ~~availability~~capital ofto ~~suitable~~fund new investments ~~for~~and grow its portfolio of investments once it has fully invested the ~~Company~~net proceeds of this offering.

• ~~The~~A ~~fair~~significant ~~value~~number of leveraged loans, ~~securities~~in ~~and~~the ~~other~~market ~~investments that are not publicly traded~~ may ~~not~~consist beof ~~readily~~“covenant-lite ~~determinable~~loans.”

• The Company may ~~need~~invest ~~additional~~in ~~capital~~below toinvestment ~~fund~~grade ~~new~~debt ~~investments~~obligations ~~and~~(i.e. ~~grow~~junk ~~its portfolio of investments once it has fully invested the net proceeds of this offering~~bonds).

• AThe ~~significant~~Company ~~number~~may ofinvest ~~leveraged loans~~ in ~~the~~unsecured ~~market~~loans ~~may~~which ~~consist~~are ofnot ~~“covenant-lite~~secured ~~loans~~by collateral.”

• ~~The~~Interest ~~Company~~rate changes may ~~invest~~affect innet ~~below~~ investment ~~grade~~income ~~debt~~and ~~obligations~~the ~~(i.e.~~value ~~junk~~of ~~bonds)~~the Company’s investments.

• The Company may ~~invest~~borrow infrom ~~unsecured~~and ~~loans~~issue ~~which~~senior ~~are~~debt ~~not~~securities ~~secured~~to bybanks, ~~collateral~~insurance companies and other lenders or investors as part of its investment strategy.

• ~~Interest~~Certain ~~rate~~of ~~changes~~the ~~may~~Company’s ~~affect~~debt ~~net~~investments ~~investment~~may ~~income~~contain ~~and~~provisions providing for the ~~value~~payment of ~~the~~payment-in-kind ~~Company’s~~(“PIK”) ~~investments~~interest.

• The Company ~~may~~is ~~borrow~~subject ~~from~~to ~~and~~prepayment ~~issue~~risk ~~senior~~with ~~debt~~respect ~~securities~~ to ~~banks,~~certain ~~insurance~~of ~~companies~~the ~~and~~loans ~~other~~in ~~lenders~~which orit ~~investors as part of its investment strategy~~invests.

• ~~Certain~~The ofcollateral and security arrangements in relation to such secured obligations as the Company’s ~~debt~~may ~~investments~~invest ~~may~~in ~~contain~~will ~~provisions~~be ~~providing~~subject ~~for~~to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the ~~payment~~giving of ~~payment-in-kind~~collateral ~~(“PIK”)~~or ~~interest~~security by an obligor.

•2 ~~The Company is subject to prepayment risk with respect to certain of the loans in which it invests.~~

• ~~The~~Leveraged ~~collateral~~companies ~~and security arrangements in relation to such secured obligations as the Company~~ may ~~invest~~experience inbankruptcy ~~will be subject to such security~~ or ~~collateral~~similar ~~having~~financial ~~been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the giving of collateral or security by an obligor~~distress.

2• Investing in securities of non-U.S. issuers involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of U.S. issuers.

~~Table~~• The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of ~~Contents~~a portfolio company and the Company’s initial investment, or may result in a missed opportunity for the Company to increase its participation in a successful operation.

• ~~Leveraged~~To ~~companies~~the extent that the Company does not hold a controlling equity interest in a portfolio company, it will be subject to the risk that such portfolio company may ~~experience~~make ~~bankruptcy~~business decisions with which the Company disagrees, and the Stockholders and management of such portfolio company may take risks or ~~similar~~otherwise ~~financial~~act ~~distress~~in ways that are adverse to the Company’s interests.

• ~~Investing~~A inportfolio ~~securities~~company’s offailure ~~non-U.S.~~to ~~issuers~~satisfy ~~involves~~financial ~~certain~~or ~~considerations~~operating ~~comprising~~covenants ~~both~~imposed ~~risks~~by ~~and~~the ~~opportunities~~Company ~~not~~or ~~typically~~other ~~associated~~lenders ~~with~~could ~~investing~~lead into ~~securities of U~~defaults.~~S. issuers.~~

• ~~The~~PIMCO ~~failure~~is tohighly ~~make~~dependent ~~follow-~~on ~~investments~~its ~~may,~~communications inand ~~some~~information ~~circumstances~~systems. System failures, ~~jeopardize~~breaches ~~the~~or ~~continued~~cyber-attacks ~~viability~~could ofsignificantly adisrupt ~~portfolio~~PIMCO’s ~~company~~business, ~~and~~which ~~the~~could ~~Company’s~~have ~~initial~~a ~~investment,~~material oradverse ~~may~~effect ~~result~~on inthe aresults ~~missed~~of ~~opportunity~~operations ~~for~~and cash flows of the Company toand ~~increase~~negatively ~~its~~affect ~~participation~~the inCompany’s aability ~~successful~~to ~~operation~~make distributions to Stockholders.

• ToFailure ~~the~~by ~~extent~~Stockholders ~~that~~to ~~the~~fund ~~Company~~their ~~does~~commitments ~~not~~when ~~hold~~called acould ~~controlling~~result ~~equity interest~~ in ~~a portfolio company, it will be subject to~~ the ~~risk~~Company ~~that~~being ~~such~~precluded ~~portfolio~~from ~~company~~an ~~may~~investment ~~make~~opportunity ~~business decisions with which the Company disagrees,~~ and ~~the~~could ~~Stockholders~~result ~~and~~in ~~management~~returns ofbeing ~~such~~less ~~portfolio~~than ~~company~~might ~~may take risks or~~ otherwise ~~act in ways that are adverse to the Company’s interests~~occur.

• AStockholders ~~portfolio~~will ~~company’s~~be ~~failure~~required to ~~satisfy~~make ~~financial~~Capital orContributions ~~operating~~to ~~covenants~~purchase ~~imposed~~shares byof the Company’s orCommon ~~other~~Stock ~~lenders~~each ~~could~~time ~~lead~~the toCompany ~~defaults~~delivers a drawdown notice.

• ~~PIMCO~~If isStockholders ~~highly~~fail ~~dependent~~to onfund ~~its~~their ~~communications~~commitment ~~and~~obligations ~~information~~or ~~systems.~~to ~~System~~make ~~failures,~~required ~~breaches~~Capital orContributions ~~cyber-attacks~~when ~~could~~due, ~~significantly~~the ~~disrupt PIMCO~~Company’s ~~business,~~ability ~~which~~to ~~could~~complete ~~have~~its ainvestment ~~material~~program ~~adverse~~or ~~effect~~otherwise oncontinue ~~the results of~~ operations ~~and~~may ~~cash~~be ~~flows~~substantially ~~of the Company and negatively affect the Company’s ability to make distributions to Stockholders~~impaired.

• ~~Failure~~The ~~by Stockholders to fund their commitments when called could result in the~~ Company ~~being~~is ~~precluded~~subject ~~from~~to anvarious ~~investment~~regulations ~~opportunity~~as ~~and~~a ~~could result in returns being less than might otherwise occur~~BDC.

• ~~COVID-19~~The ~~has~~Company ~~had,~~may ~~and~~not isacquire ~~expected~~any toassets ~~continue~~other tothan ~~have~~“qualifying assets” unless, aat ~~material~~the ~~adverse~~time ~~impact~~of onand ~~local~~after ~~economies~~giving ineffect ~~the~~to ~~affected~~such ~~locations~~acquisition, ~~and~~at ~~also~~least on70% of the ~~global~~Company’s ~~economy~~total assets are qualifying assets.

• ~~Stockholders~~The ~~will~~Company bemay ~~required~~incur tosignificant ~~make~~costs ~~Capital~~as ~~Contributions~~a toresult ~~purchase shares~~ of ~~the~~being ~~Company’s~~an ~~Common~~Exchange ~~Stock~~Act ~~each~~reporting ~~time the Company delivers a drawdown notice~~company.

• IfTo ~~Stockholders~~the ~~fail~~extent tothat ~~fund~~the ~~their~~Company ~~commitment~~assumes ~~obligations~~large orpositions toin ~~make~~the ~~required~~securities ~~Capital~~of ~~Contributions~~a ~~when~~small ~~due~~number of issuers or industries, the Company’s ~~ability~~net asset value may fluctuate to ~~complete~~a ~~its~~greater extent than that of a diversified investment ~~program~~company oras ~~otherwise~~a ~~continue~~result ~~operations~~of ~~may~~changes bein ~~substantially~~the ~~impaired~~financial condition or the market’s assessment of the issuer.

•PART ~~The~~I ~~Company is subject to various regulations as a BDC.~~

•Item 1. ~~The~~Business Company may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of the Company’s total assets are qualifying assets.

•Overview ~~The Company may incur significant costs as a result of being an Exchange Act reporting company.~~

•The ToCompany ~~the~~is ~~extent~~an externally managed, non-diversified, closed-end management investment company that elected to be regulated as a BDC under the Investment Company ~~assumes~~Act ~~large~~of ~~positions~~1940, inas amended (the ~~securities~~“1940 ofAct”), aon ~~small~~July 11, ~~number~~2022. The Company was incorporated under the laws of ~~issuers~~the orstate ~~industries~~of Delaware on December 23, ~~the~~2021. ~~Company’s~~In ~~net~~addition, ~~asset~~for ~~value~~U.S. ~~may~~federal ~~fluctuate~~income totax apurposes, ~~greater~~the ~~extent~~Company ~~than~~has ~~that~~elected ofto abe ~~diversified~~treated ~~investment~~and ~~company~~intends to qualify annually as a ~~result~~RIC ofunder ~~changes~~Subchapter inM of the ~~financial~~Internal ~~condition~~Revenue orCode ~~the~~of ~~market’s~~1986, ~~assessment~~as ofamended (the ~~issuer~~“Code”).

~~PART~~The ICompany seeks to achieve its investment objectives by investing primarily in privately negotiated loans and equity investments to middle market companies generally with annual revenues greater than $20 million and earnings before interest, taxes, depreciation and amortization (“EBITDA”) of less than $50 million. The Company commenced investment operations on June 30, 2022 (“Commencement”). PIMCO serves as the Company’s external investment advisor pursuant to the Advisory Agreement. PIMCO is an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). PIMCO also serves as the Company’s administrator (in such capacity, the “Administrator”) pursuant to an administration agreement (the “Administration Agreement”). The Administrator may retain a sub-administrator to perform any or all of its obligations under the Administration Agreement.

~~Item~~The 1Company is conducting private offerings (each a “Private Offering”) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). ~~Business~~At the closing of any Private Offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase common stock of the Company, par value

~~Overview~~3

~~The~~ $0.001 ~~Company~~(“Common isStock” anor ~~externally~~“Shares”) ~~managed,~~pursuant ~~non-diversified,~~to ~~closed-end~~a ~~management~~subscription ~~investment~~agreement ~~company~~(“Subscription ~~that~~Agreement”) ~~elected~~entered tointo bewith ~~regulated~~the asCompany or PIMCO Capital Solutions US Feeder LP, a ~~BDC~~feeder ~~under~~fund ~~the~~established ~~Investment~~by ~~Company~~the ~~Act~~Advisor ofto ~~1940,~~invest asin ~~amended~~Shares (of the Company (“~~1940~~Feeder ~~Act~~Fund”)~~, on July 11, 2022~~. The Company ~~was~~is ~~incorporated~~a ~~under~~perpetual-life ~~the~~investment ~~laws~~vehicle, ofwithout ~~the~~a ~~state~~fixed oftermination ~~Delaware~~date onor ~~December 23,~~commitment ~~2021~~period. InInvestors ~~addition,~~are ~~for~~required ~~U.S.~~to ~~federal~~fund ~~income~~drawdowns ~~tax~~to ~~purposes,~~purchase ~~the~~Shares ~~Company~~up ~~has~~to ~~elected~~the asamount of ~~August 1,~~their ~~2022~~respective toCapital beCommitment ~~treated~~on an as-needed basis each time the Company delivers a ~~RIC~~capital ~~under~~draw-down ~~Subchapter~~notice Mto ofits ~~the~~investors. ~~Internal~~The ~~Revenue~~Company ~~Code~~entered ofinto ~~1986~~an initial subscription agreement on June 9, as2022, ~~amended~~received capital contributions on June 10, 2022 (~~the~~date ~~“Code”~~of inception), and commenced investment operations on June 30, 2022.

~~The~~Financing Company seeks to achieve its investment objectives by investing primarily in privately negotiated loans and equity investments to middle market companies generally with annual revenues greater than $20 million and earnings before interest, taxes, depreciation and amortization (“EBITDA”) of less than $50 million. The Company commenced investment operations on June 30, 2022 (“Commencement”). PIMCO serves as the Company’s external investment advisor pursuant to the Advisory Agreement. PIMCO is an investment advisor registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). PIMCO also serves as the Company’s administrator (in such capacity, the “Administrator”) pursuant to an administration agreement (the “Administration Agreement”). The Administrator may retain a sub-administrator to perform any or all of its obligations under the Administration Agreement.

3The Company is permitted to borrow amounts such that its asset coverage ratio, as defined in the 1940 Act, is at least 150% after such borrowing (if certain requirements are met). As of December 31, 2023 and December 31, 2022, the Company did not have any borrowings outstanding and, therefore, the asset coverage ratio is not applicable.

~~Table~~Credit ofFacility ~~Contents~~

~~The~~On ~~Company~~June 19, is2023, ~~conducting~~Amber ~~private~~CS ~~offerings~~LLC (~~each~~the a “~~Private Offering~~Subsidiary”), ofas ~~its~~borrower ~~common~~and ~~stock~~portfolio toasset ~~investors~~servicer, ina ~~reliance~~wholly-owned onfinancing ansubsidiary ~~exemption from the registration requirements~~ of the ~~Securities~~Company, ~~Act~~Topaz ofCS ~~1933~~LLC, as ~~amended~~equity ~~(the~~holder ~~“Securities Act”). At the closing~~ of ~~any Private Offering~~Subsidiary, ~~each~~and ~~investor~~Opal ~~makes~~CS aLLC ~~capital~~and ~~commitment~~Quartz (aCS ~~“Capital~~LLC, ~~Commitment”)~~as toSubsidiary ~~purchase common stock of the Company~~guarantors, ~~par~~entered ~~value~~into ~~$0.001 (“Common Stock” or “Shares”) pursuant to~~ a ~~subscription~~loan servicing agreement (the “~~Subscription~~Credit ~~Agreement~~Facility”) ~~entered into~~ with ~~the~~Massachusetts ~~Company~~Mutual orLife ~~PIMCO~~Insurance ~~Capital~~Company, ~~Solutions~~as USinitial ~~Feeder LP~~lender, aadministrative ~~feeder~~agent, ~~fund~~facility ~~established~~servicer, byand ~~the~~collateral ~~Advisor~~custodian, toand ~~invest~~MassMutual inAscend ~~Shares~~Life ofInsurance ~~the~~ Company ~~(“Feeder Fund”). The Company is a perpetual-life investment vehicle~~, ~~without~~as ainitial ~~fixed termination date or commitment period~~lender. ~~Investors~~Under ~~are~~the ~~required~~Credit toFacility, ~~fund~~the ~~drawdowns~~maximum toaggregate ~~purchase~~committed ~~Shares~~borrowing upamount tois ~~the~~$150,000 (amount ofin ~~their~~thousands) ~~respective~~(the ~~Capital~~“Maximum ~~Commitment~~Facility onAmount”) anwith ~~as-needed basis each time the Company delivers~~ a ~~capital~~scheduled ~~draw-down~~maturity ~~notice to its investors. The Company entered into an initial subscription agreement on June 9, 2022, received capital contributions on June 10, 2022 (~~date of ~~inception), and commenced investment operations on~~ June 3019, ~~2022~~2032.

The facility bears interest at a rate of the applicable Benchmark plus (a) 2.85% for the Secured Overnight Financing Rate (“SOFR”) advances, and (b) 1.85% for an advance bearing interest at the alternate base rate which is a rate of interest per annum equal to the higher of (a) the Prime Rate in effect on such day; and (b) the Federal Funds Rate in effect on such day plus 0.5% per annum. The facility bears an Unused Commitment Fee on the average daily unused amount in excess of the Minimum Usage Amount, if any, at a rate of 0.40% per annum. The Minimum Usage Amount is (a) zero prior to June 19, 2024, and (b) an amount equal to 70% of the Maximum Facility Amount any date on or after June 19, 2024. The Subsidiary also pays a Facility Servicer Fee in an aggregate amount equal to 0.03% per annum of the Maximum Facility Amount, an annual Collateral Custodian Fee of $5, an Agent Fee in an annual amount of $25, and a Rating fee of $175 for the initial rating and an annual fee of $45 thereafter (amounts in thousands).

AsThe ofCredit Facility contains certain covenants including: (i) the ~~date~~Subsidiary ofacquiring ~~this~~a ~~report~~Debt Rating of BBB-, BBB (low) or Baa3 or higher and (ii) maintaining a loan to value less than minimums dictated by the ~~Company~~number ~~has~~of ~~not~~assets ~~entered~~in ~~into~~the ~~any~~portfolio. ~~credit~~As ~~facilities~~of orDecember 31, ~~engaged~~2023, the Company is in ~~any~~compliance ~~borrowing~~with ~~transactions~~these covenants.

~~Investment~~In ~~Objective~~connection with the establishment of the loan facility, the Company paid upfront fees and ~~Strategy~~incurred legal expenses of $2,424 (amount in thousands), which are being amortized into interest expense through the scheduled maturity date. The Company had $0 of outstanding borrowings as of December 31, 2023. Interest expense related to the borrowings and amortization of deferred financing costs are disclosed as a component of interest expense on the Consolidated Statements of Operations. For the year ended December 31, 2023 and the period from June 10, 2022 (date of inception) to December 31, 2022, the Company had interest expense of $469 and $0, respectively, inclusive of amortization expense for deferred financing fees of $469 and $0, respectively (amounts in thousands).

~~The~~Investment ~~Company’s~~Objective ~~investment objectives are to generate current income~~ and toStrategy a lesser extent longer-term capital appreciation. The Company seeks to achieve its investment objectives by investing primarily in privately negotiated loans and equity investments to middle-market companies generally with annual revenues greater than $20 million and earnings before interest, taxes, depreciation and amortization (“EBITA”) of less than $50 million. To accomplish this, the Company plans to make direct investments in middle-market companies. The Company may make select investments in non-U.S. portfolio companies. The Company seeks to provide investors with access to:

•The Company’s investment objectives are to generate current income and to a ~~diversified~~lesser ~~portfolio~~extent oflonger-term ~~credit~~capital ~~investments~~appreciation. ~~expected~~The Company seeks to ~~provide~~achieve ~~stable~~its ~~income~~investment objectives by investing primarily in privately negotiated loans and ~~high~~equity ~~assurances~~investments to middle-market companies generally with annual revenues greater than $20 million and earnings before interest, taxes, depreciation and amortization (“EBITA”) of ~~debt~~less ~~repayment;~~than $50 million. To accomplish this, the Company plans to make direct investments in middle-market companies. The Company may make select investments in non-U.S. portfolio companies. The Company seeks to provide investors with access to:

• ~~current~~a diversified portfolio of credit investments expected to provide stable income ~~distributions~~and high assurances of debt repayment;

• ~~capital~~current ~~protection~~income ~~through defensive structures with affirmative, negative and financial maintenance covenants and active portfolio management~~distributions;

• ~~assets~~capital ofprotection ~~varying~~through ~~vintage~~defensive structures with affirmative, ~~industry~~negative and ~~geography~~financial ~~through~~maintenance ~~direct~~covenants ~~originations~~ and ~~acquisitions~~active ofportfolio ~~loan portfolios~~management; ~~and~~

• ~~generally~~assets ~~low~~of ~~volatility~~varying vintage, industry and ~~low~~geography ~~correlation~~through todirect ~~public~~originations ~~market~~and ~~indices.~~acquisitions of loan portfolios; and

~~Without~~• ~~limiting~~generally ~~the~~low ~~generality~~volatility of the foregoing, the Company intends to primarily invest in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans), second lien senior secured term loans, mezzanine debt, unsecured loans, other subordinated loans, and ~~covenant-lite~~low ~~loans.~~correlation ~~The Company intends~~ to ~~invest~~public to a lesser degree in equity investments and other opportunistic asset purchases. The Company may engage in hedging transactions. The Company may also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than the Company’s private credit investments. Depending on various factors, including, without limitation, the Company’s cash flows, the state of the loan market, ~~and the need to quickly ramp-up the Company’s portfolio, the Company expects that at times its liquid loan portfolio could represent a material portion of the Company’s portfolio~~indices.

~~Investments~~4 ~~at fair value and cost consisted of the following as of December 31, 2022:~~

	December 31, 2022
(Amounts in thousands)	Cost		Fair Value
First Lien Senior Secured	$	143,434	$	132,532
Second Lien Senior Secured		23,905		11,715
Senior Unsecured		28,502		25,562
Corporate Bonds		28,146		27,743
Short-Term Investments		32,640		32,650
Total investments	$	256,627	$	230,202

Without limiting the generality of the foregoing, the Company intends to primarily invest in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans), second lien senior secured term loans, mezzanine debt, unsecured loans, other subordinated loans, and covenant-lite loans. The Company intends to invest to a lesser degree in equity investments and other opportunistic asset purchases. The Company may engage in hedging transactions. The Company may also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than the Company’s private credit investments. Depending on various factors, including, without limitation, the Company’s cash flows, the state of the loan market, and the need to quickly ramp-up the Company’s portfolio, the Company expects that at times its liquid loan portfolio could represent a material portion of the Company’s portfolio.

~~The~~Investments ~~Board~~at fair value and cost consisted of ~~Directors~~the following as of December 31, 2023 and December 31, 2022:

The Company’s business and affairs are managed under the direction of the Company’s Board of Directors (the “Board”). The Board consists of four members, three of whom are not “interested persons” of the Company, the Advisor or their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. The Company refers to these individuals as the Company’s “Independent Directors.” The Independent Directors compose a majority of the Company’s Board. Directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or the Advisor are referred to herein as “Interested Directors.” The Board elects the Company’s


	December 31, 2023				December 31, 2022
(Amounts in thousands)	Cost		Fair Value		Cost		Fair Value
First Lien Senior Secured	$	97,624	$	95,381	$	143,434	$	132,532
Second Lien Senior Secured		2,875		2,878		23,905		11,715
Senior Unsecured		42,712		40,061		28,502		25,562
Corporate Bonds		28,255		28,658		28,146		27,743
Common Stocks		359		263		—		—
Warrants		2,491		2,181		—		—
Short-Term Investments		46,543		46,553		32,640		32,650

Total investments	$	220,859	$	215,975	$	256,627	$	230,202

4The Board of Directors

~~Table~~The Company’s business and affairs are managed under the direction of ~~Contents~~the Company’s Board of Directors (the “Board”). The Board consists of three members, two of whom are not “interested persons” of the Company, the Advisor or their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. The Company refers to these individuals as the Company’s “Independent Directors.” The Independent Directors compose a majority of the Company’s Board. Directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or the Advisor are referred to herein as “Interested Directors.” The Board elects the Company’s officers, who serve at the discretion of the Board. The responsibilities of the Company’s Board include oversight of the determinations of the fair values of the Company’s assets, corporate governance activities, oversight of the Company’s financing arrangements and oversight of the Company’s investment activities. The Board has established an Audit Oversight Committee, Valuation Oversight Committee, and a Governance and Nominating Committee. See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance.”

~~officers, who serve at the discretion of the Board.~~ The ~~responsibilities~~Advisor of the Company’s Board include oversight of the determinations of the fair values of the Company’s assets, corporate governance activities, oversight of the Company’s financing arrangements and oversight of the Company’s investment activities. The Board has established an Audit Oversight Committee, Valuation Oversight Committee, and a Governance and Nominating Committee. See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance.”

PIMCO serves as the Advisor of the Company. The Advisor is registered as an investment adviser with the SEC pursuant to the Advisers Act. The Advisor provides certain investment advisory and management services to the Company pursuant to the “Advisory Agreement” (as defined below). PIMCO also serves as the Administrator pursuant to an Administration Agreement between the Company and the Administrator. The Administrator has retained a sub-administrator to provide certain administrative services to the Company and entered into a sub-administration agreement.

PIMCO ~~serves~~was asfounded ~~the~~in ~~Advisor~~1971 ofand ~~the~~renders ~~Company.~~investment ~~The~~management ~~Advisor~~services isto ~~registered~~corporations, astrustees, anpension ~~investment~~and ~~adviser~~profit ~~with~~sharing ~~the~~plans, ~~SEC~~charitable ~~pursuant~~organizations, toendowments ~~the~~and ~~Advisers~~institutions ~~Act.~~for ~~The~~which ~~Advisor~~it ~~provides~~receives ~~certain~~fees ~~investment~~generally ~~advisory~~based ~~and~~upon ~~management services to~~ the ~~Company~~net ~~pursuant~~asset tovalue ~~the~~of ~~“Advisory~~its ~~Agreement”~~clients’ ~~(as~~respective ~~defined~~investment ~~below)~~portfolios. ~~Pacific~~PIMCO ~~Investment~~manages ~~Management~~approximately ~~Company~~$1.86 ~~LLC~~trillion ~~will~~in ~~also~~assets, ~~serve~~including as$1.48 ~~the~~trillion ~~Administrator~~in ~~pursuant~~third-party toclient anassets, ~~Administration~~as ~~Agreement~~of ~~between~~December 31, ~~the Company and the Administrator~~2023. ~~The Administrator has retained a sub~~(Third-~~administrator~~party toclient ~~provide~~assets ~~certain~~excludes ~~administrative~~assets ~~services~~managed toon ~~the~~behalf ~~Company~~of ~~and~~PIMCO’s ~~entered~~parent’s ~~into~~affiliated ~~a sub-administration agreement~~companies.)

PIMCO ~~was~~is ~~founded~~a inmajority ~~1971~~owned ~~and~~subsidiary ~~renders~~of ~~investment~~Allianz ~~management~~Asset ~~services~~Management toof ~~corporations,~~America ~~trustees,~~LLC ~~pension~~(“Allianz ~~and~~Asset ~~profit~~Management”) ~~sharing~~with ~~plans,~~minority ~~charitable~~interests ~~organizations,~~held ~~endowments~~by ~~and~~Allianz ~~institutions~~Asset ~~for~~Management ~~which~~U.S. itHolding ~~receives~~II ~~fees~~LLC, ~~generally~~a ~~based~~Delaware ~~upon~~limited ~~the~~liability ~~net~~company ~~asset~~and ~~value~~by ofcertain ~~its~~current ~~clients’~~and ~~respective~~former ~~investment~~officers ~~portfolios.~~of PIMCO. ~~manages~~Through ~~approximately~~various ~~$1.74~~holding ~~trillion~~company ~~in assets~~structures, ~~including~~Allianz ~~$1.38~~Asset ~~trillion~~Management inis ~~third-party~~a ~~client~~subsidiary ~~assets, as~~ of ~~December 31,~~Allianz ~~2022~~SE. ~~(Third-party~~Allianz ~~client~~SE ~~assets~~is ~~excludes~~a ~~assets~~European ~~managed~~based, onmultinational ~~behalf~~insurance ofand ~~PIMCO’s~~financial ~~parent’s~~services ~~affiliated~~holding ~~companies~~company and a publicly traded German company.)

~~PIMCO~~Advisory isAgreement a majority owned subsidiary of Allianz Asset Management of America LLC. (“Allianz Asset Management”) with minority interests held by Allianz Asset Management U.S. Holding II LLC, a Delaware limited liability company and by certain current and former officers of PIMCO. Through various holding company structures, Allianz Asset Management is a subsidiary of Allianz SE. Allianz SE is a European based, multinational insurance and financial services holding company and a publicly traded German company.

On June 30, 2022, the Company entered into an advisory agreement with the Advisor (as amended, the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Company will pay the Advisor, quarterly in arrears, a base management fee calculated at an annual rate of 1.25% (the “Management Fee”). The Management Fee is calculated based on the average of the Company’s total net assets (including cash or cash equivalents but excluding assets purchased with borrowed amounts) as of the end of the two most recently completed calendar quarters. The Management Fee for any partial month or quarter is appropriately prorated. The Advisor has agreed to waive all Management Fees payable pursuant to the Advisory Agreement for so long as the only stockholders of the Company are affiliated entities of the Advisor. The Advisory Agreement does not provide for the payment of incentive fees. See “Risk Factors —Management Risk; Other Activities of Company Management”

On5 June 30, 2022, the Company entered into an advisory agreement with the Advisor (as amended, the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Company will pay the Advisor, quarterly in arrears, a base management fee calculated at an annual rate of 1.25% (the “Management Fee”). The Management Fee is calculated based on the average of the Company’s total net assets (including cash or cash equivalents but excluding assets purchased with borrowed amounts) as of the end of the two most recently completed calendar quarters. The Management Fee for any partial month or quarter is appropriately prorated. The Advisor has agreed to waive all Management Fees payable pursuant to the Advisory Agreement for so long as the only stockholders of the Company are affiliated entities of the Advisor. The Advisory Agreement does not provide for the payment of incentive fees. See “Risk Factors —Management Risk; Other Activities of Company Management”

Administration Agreement

On June 30, 2022, the Company entered into an Administration Agreement with PIMCO in its capacity as Administrator. Under the Administration Agreement, the Administrator provides or causes to be furnished certain supervisory and administrative and other services reasonably necessary for the operation of the Company. Pursuant to the Administration Agreement, the Company pays the Administrator an annual fee calculated and payable quarterly in arrears on the last business day of each calendar quarter in an amount equal to 0.15% of the Company’s total net assets.

Expenses

The Company’s primary operating expenses include the payment of: (i) investment advisory fees to the Advisor pursuant to the Advisory Agreement between the Company and the Advisor (unless waived); (ii) administrative fees payable to the Administrator in performing its administrative obligations under the Administration Agreement between the Company and the Administrator; and (iii) other operating expenses as detailed below:

•

salaries and other compensation or expenses, including travel expenses, of any of the Company’s executive officers, directors and employees, if any, who are not officers, directors, stockholders, members, partners or employees of PIMCO or its subsidiaries or affiliates;

•

taxes and governmental fees, if any, levied against the Company;

•

brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Company (including, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating and structuring loans and other investments made by the Company, and any costs associated with originating loans (such as third-party sourcing fees, due diligence expenses and travel, lodging and meal expenses related thereto), asset securitizations, alternative lending-related strategies and so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments));

5• expenses related to special purpose vehicles (“SPVs”) (including, without limitation, overhead expenses related thereto);

~~Table~~• expenses of ~~Contents~~the Company’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement;

• costs, including interest expenses, ~~related~~of toborrowing ~~special~~money ~~purpose~~or ~~vehicles~~engaging ~~(“SPVs”)~~in (other types of leverage financing including, without limitation, ~~overhead~~through ~~expenses~~the ~~related~~use ~~thereto)~~by the Company of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds;

• costs, including dividend and/or interest expenses ofand other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Company and other related requirements in the Company’s ~~securities~~organizational ~~lending~~documents) ~~(if~~associated ~~any)~~with the Company’s issuance, ~~including~~offering, ~~any~~redemption ~~securities~~and ~~lending~~maintenance ~~agent~~of ~~fees~~preferred shares, commercial paper or other instruments (such as ~~governed~~the byuse aof ~~separate~~reverse ~~securities~~repurchase ~~lending~~agreements, ~~agreement~~dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage;

• ~~costs,~~fees ~~including~~and ~~interest~~ expenses, of ~~borrowing~~any ~~money~~underlying funds or ~~engaging in~~ other ~~types~~pooled ofvehicles ~~leverage~~in ~~financing~~which ~~including, without limitation, through~~ the ~~use by the~~ Company ~~of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds~~invests;

• ~~costs, including dividend and/or interest~~ expenses ~~and~~of ~~other~~any ~~costs~~third ~~(including,~~party ~~without~~valuation ~~limitation,~~agent ~~offering~~engaged ~~and related legal costs, fees~~ to ~~brokers,~~assist fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or other securities issued by the Company and other related requirements in ~~the~~valuing ~~Company’s organizational documents) associated with~~ the Company’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverageassets;

• ~~fees~~dividend and interest expenses ofon ~~any~~short ~~underlying~~positions ~~funds~~taken orby ~~other pooled vehicles in which~~ the Company ~~invests~~;

• extraordinary expenses, ofincluding ~~any~~extraordinary ~~third~~legal ~~party~~expenses, ~~valuation~~as ~~agent~~may ~~engaged~~arise, toincluding, ~~assist~~without limitation, expenses incurred in ~~valuing~~connection with litigation, proceedings, other claims, and the legal obligations of the Company’s ~~assets~~to indemnify its Directors, officers, employees, stockholders, distributors, and agents with respect thereto;

• ~~dividend~~fees and ~~interest~~expenses, including legal, printing and mailing, solicitation and other fees and expenses onassociated ~~short~~with ~~positions~~and ~~taken~~incident byto ~~the~~stockholder ~~Company~~meetings and proxy solicitations;

• ~~extraordinary~~organizational and offering expenses of the Company, including ~~extraordinary~~registration ~~legal~~(including ~~expenses,~~share asregistration ~~may~~fees), ~~arise~~legal, ~~including~~marketing, ~~without limitation~~printing, ~~expenses~~accounting ~~incurred~~and inother ~~connection~~expenses associated with ~~litigation,~~organizing ~~proceedings,~~the ~~other~~Company ~~claims,~~in its state of jurisdiction and in connection with the ~~legal~~initial ~~obligations~~election of the Company to ~~indemnify~~be ~~its~~regulated ~~Directors,~~under ~~officers~~the 1940 Act and, ~~employees~~as applicable, ~~stockholders~~the initial registration of its shares under the Securities Act and fees and expenses associated with seeking, ~~distributors~~applying for and obtaining formal exemptive, no-action and/or ~~agents~~other ~~with~~relief ~~respect~~from ~~thereto~~the SEC;

•6 ~~fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with and incident to stockholder meetings and proxy solicitations;~~

• ~~organizational and offering~~ expenses ofincurred ~~the Company, including registration (including share registration fees), legal, marketing, printing, accounting and other expenses associated with organizing the Company~~ in ~~its state of jurisdiction and in~~ connection with ~~the~~a ~~initial~~stockholder ~~election~~that ofdefaults ~~the~~in ~~Company~~respect ~~to be regulated under the 1940 Act and, as applicable, the initial registration~~ of ~~its~~a ~~shares~~Capital ~~under the Securities Act and fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC~~Commitment;

• ~~expenses~~allocated costs incurred by PIMCO in ~~connection~~providing ~~with~~managerial aassistance ~~stockholder~~to ~~that~~those ~~defaults~~companies in ~~respect~~which ofthe aCompany ~~Capital~~has ~~Commitment~~invested who request it;

• ~~allocated~~all ~~costs~~other expenses incurred by ~~PIMCO~~the inCompany ~~providing managerial assistance to those companies~~ in ~~which~~connection ~~the~~with ~~Company~~maintaining ~~has~~its ~~invested~~status ~~who~~as ~~request~~a itBDC;

• ~~all other~~ expenses ~~incurred~~payable byunder ~~the~~any ~~Company~~underwriting inagreement, ~~connection~~including ~~with~~associated ~~maintaining~~fees, ~~its~~expenses ~~status~~and asany aindemnification ~~BDC~~obligations;

• any expenses ~~payable~~allocated ~~under~~or ~~any~~allocable ~~underwriting~~to ~~agreement~~a specific class of shares, including, ~~associated~~as ~~fees~~applicable, sub-transfer agency expenses and ~~any~~distribution ~~indemnification~~and/or ~~obligations~~service fees paid pursuant to a Rule 12b-1 or similar plan adopted by the Board of the Company for a particular share class (if any);

• ~~any~~the ~~expenses~~Company’s ~~allocated~~pro orrata ~~allocable~~portion ~~to a specific class~~ of ~~shares,~~the ~~including,~~fidelity asbond ~~applicable,~~required ~~sub-transfer~~by ~~agency~~Section ~~expenses~~17(g) ~~and~~of ~~distribution~~the ~~and/or~~1940 ~~service~~Act, ~~fees paid pursuant to a Rule 12b-1~~ or ~~similar~~other ~~plan~~insurance ~~adopted~~premiums by(including ~~the~~costs ~~Board~~relating ofto ~~the~~directors’ ~~Company~~and ~~for~~officers’ aliability ~~particular~~insurance ~~share~~and ~~class~~errors ~~(if~~and ~~any~~omissions insurance);

• ~~the~~all ~~Company’s~~fees, ~~pro~~costs, ~~rata portion of the fidelity bond required by Section 17(g) of the 1940 Act~~expenses, orand ~~other~~liabilities ~~insurance premiums (including costs~~ relating to ~~directors’~~currency ~~and~~hedging ~~officers’ liability insurance~~ and ~~errors~~portfolio ~~and~~hedging ~~omissions insurance)~~transactions;

• all fees, costs, expenses, and liabilities ~~relating~~of toliquidating ~~currency~~the ~~hedging and portfolio hedging transactions~~Company;

• all fees, costs, expenses and liabilities ofthat ~~liquidating~~are specific to the operations of the Company; and

• all ~~fees, costs,~~ expenses ~~and~~of ~~liabilities~~the Company that are ~~specific~~capitalized toin ~~the~~accordance ~~operations~~with ofU.S. ~~the~~generally ~~Company;~~accepted ~~and~~accounting principles (“U.S. GAAP”).

•The ~~all~~Company ~~expenses~~reimburses of the ~~Company~~Administrator and Advisor or its affiliates for amounts paid or costs borne that ~~are~~properly ~~capitalized~~constitute Company expenses as set forth in ~~accordance~~the ~~with~~Administration ~~U.S.~~Agreement ~~generally~~and ~~accepted~~Advisory ~~accounting~~Agreement ~~principles~~or ~~(“U~~otherwise.S. ~~GAAP”)~~The Company expects its general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

~~The~~Expense ~~Company~~Reimbursement ~~reimburses the Administrator and Advisor or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration~~ Agreement and Advisory Agreement or otherwise. The Company expects its general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

6The Company has entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Reimbursement Agreement”) with the Advisor. The Advisor may elect to make certain expense payments on the Company’s behalf, provided that no portion of the payment will be used to pay any of the Company’s interest expense (“Expense Payments”). The Advisor has agreed to make Expense Payments on the Company’s behalf through June 30, 2025.

~~Table~~Following any calendar year in which Available Operating Funds (defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar year (the amount of ~~Contents~~such excess, “Excess Operating Funds”), the Company shall pay Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to or on behalf of the Company within three years prior to the last business day of such calendar year have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net “investment company taxable income”, as defined by the Code, which generally includes net ordinary income and net short-term taxable gains reduced by net long-term capital losses, (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) distributions and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). No Reimbursement Payment for any calendar year will be made if the Company’s Operating Expense Ratio (defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the expense payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with U.S. GAAP for investment companies, less organizational and offering expenses, base management fees owed to the Advisor, and interest expense, by the Company’s average net assets.

The Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar year, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future years pursuant to the terms of the Expense Reimbursement Agreement within a period not to exceed three years from the date of the relevant waiver.

~~The~~7 Company has entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Reimbursement Agreement”) with the Advisor. The Advisor may elect to make certain expense payments on the Company’s behalf, provided that no portion of the payment will be used to pay any of the Company’s interest expense (“Expense Payments”). The Advisor has agreed to make Expense Payments on the Company’s behalf through June 30, 2025.

~~Following~~Dividend ~~any~~Reinvestment ~~calendar~~Plan year in which Available Operating Funds (defined below) exceed the cumulative distributions accrued to the Company’s stockholders based on distributions declared with respect to record dates occurring in such calendar year (the amount of such excess, “Excess Operating Funds”), the Company shall pay Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to or on behalf of the Company within three years prior to the last business day of such calendar year have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Company’s net “investment company taxable income”, as defined by the Code, which generally includes net ordinary income and net short-term taxable gains reduced by net long-term capital losses, (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) distributions and other distributions paid to the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). No Reimbursement Payment for any calendar year will be made if the Company’s Operating Expense Ratio (defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the expense payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing all of the Company’s operating costs and expenses incurred, as determined in accordance with U.S. GAAP for investment companies, less organizational and offering expenses, base management fees owed to the Advisor, and interest expense, by the Company’s average net assets.

The ~~Advisor~~Company ~~may~~has ~~waive~~adopted ~~its~~an ~~right~~“opt out” dividend reinvestment plan (“DRIP”), which became effective prior to ~~receive~~the ~~all~~filing orof the election to be regulated as a ~~portion~~BDC. As a result of ~~any~~adopting ~~Reimbursement~~the ~~Payment~~plan, inif ~~any~~the ~~particular~~Board ~~calendar~~authorizes, ~~year~~and the Company declares, ina ~~which~~cash ~~case~~dividend ~~such~~or ~~waived~~distribution, ~~amount~~holders of the Company’s Common Stock (“Stockholder,” or together “Stockholders”) will ~~remain~~have ~~unreimbursed~~their ~~Expense~~cash ~~Payments~~dividends ~~reimbursable~~or distributions automatically reinvested in ~~future~~additional ~~years~~Shares ~~pursuant~~of toCommon ~~the~~Stock, ~~terms~~rather ofthan ~~the~~receiving ~~Expense~~cash, ~~Reimbursement~~unless ~~Agreement~~they ~~within~~“opt aout.” ~~period~~Stockholders ~~not~~who tomake ~~exceed~~an ~~three~~affirmative ~~years~~election ~~from~~to ~~the~~“opt ~~date~~out” ofwill ~~the~~receive ~~relevant~~their ~~waiver~~distributions in cash.

~~Dividend~~A ~~Reinvestment~~Stockholder ~~Plan~~may elect to “opt out” of the DRIP by notifying the plan administrator and the transfer agent and registrar in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for distributions to Stockholders. The plan administrator will set up an account for each Stockholder to acquire shares of Common Stock in non-certificated form through the plan if such Stockholders have elected to receive their distributions in shares of Common Stock. Those Stockholders who hold shares of Common Stock through a broker or other financial intermediary may opt not to receive distributions in shares of Common Stock by notifying their broker or other financial intermediary of their election.

The Company ~~has~~will ~~adopted~~use annewly ~~“opt~~issued ~~out”~~shares ~~dividend~~of ~~reinvestment~~Common ~~plan~~Stock (“to implement the DRIP”, with such shares to be issued at a per-share price as determined by the Board (including any committee thereof), which ~~became~~price ~~effective~~will be determined prior to the ~~filing~~issuance of shares of Common Stock and in accordance with the ~~election~~limitations tounder beSection 23 ~~regulated~~of asthe a1940 ~~BDC~~Act. AsThe anumber ~~result~~of shares of ~~adopting~~Common ~~the~~Stock ~~plan,~~to ifbe ~~the~~issued ~~Board~~to ~~authorizes,~~a ~~and~~Stockholder ~~the~~is ~~Company~~determined ~~declares,~~by adividing ~~cash~~the ~~dividend~~total ordollar amount of the distribution, ~~holders~~payable ofto such Stockholder by the ~~Company’s~~price per share of Common Stock. ~~(“Stockholder,”~~The ornumber ~~together~~of ~~“Stockholders”)~~shares ~~will~~to ~~have~~be ~~their~~outstanding ~~cash~~after ~~dividends~~giving oreffect ~~distributions~~to ~~automatically~~payment ~~reinvested~~of ina ~~additional~~distribution ~~Shares~~cannot ofbe ~~Common~~established ~~Stock,~~until ~~rather~~the ~~than~~value ~~receiving~~per ~~cash,~~share ~~unless~~at ~~they~~which ~~“opt~~additional ~~out.”~~shares ~~Stockholders~~of ~~who~~Common ~~make~~Stock anwill ~~affirmative~~be ~~election~~issued tohas ~~“opt~~been ~~out”~~determined ~~will~~and ~~receive~~the ~~their~~elections ~~distributions~~of inthe ~~cash~~Stockholders have been tabulated.

AThere ~~Stockholder~~are ~~may~~no ~~elect~~brokerage toor ~~“opt~~other ~~out”~~charges ofto ~~the~~Stockholders ~~DRIP~~who byparticipate ~~notifying the plan administrator and the transfer agent and registrar~~ in ~~writing so that such notice is received by~~ the plan ~~administrator no later than 10 days prior to the record date for distributions to Stockholders~~. The ~~plan~~DRIP administrator’s ~~will~~fees ~~set~~under ~~up an account for each Stockholder to acquire shares of Common Stock in non-certificated form through~~ the plan ifare ~~such~~paid Stockholders have elected to receive their distributions in shares of Common Stock. Those Stockholders who hold shares of Common Stock through a broker or other financial intermediary may opt not to receive distributions in shares of Common Stock by ~~notifying~~the ~~their broker or other financial intermediary of their election~~Company.

~~The~~Stockholders ~~Company~~who ~~will~~elect ~~use~~to ~~newly~~receive ~~issued~~distributions ~~shares~~in the form of Shares of Common Stock toare ~~implement~~generally ~~the~~subject ~~DRIP,~~to ~~with~~the ~~such~~same ~~shares~~U.S. tofederal, bestate ~~issued~~and atlocal atax ~~per-share~~consequences ~~price~~ as ~~determined~~are byStockholders ~~the~~who ~~Board~~receive ~~(including~~their ~~any~~distributions ~~committee~~in ~~thereof)~~cash. However, ~~which~~since ~~price~~a ~~will~~participating beStockholder’s ~~determined~~cash ~~prior~~dividends towould ~~the~~be ~~issuance~~reinvested ofin shares, ofsuch ~~Common~~Stockholder ~~Stock~~will ~~and~~not inreceive ~~accordance~~cash with ~~the~~which ~~limitations~~to ~~under~~pay ~~Section 23~~applicable oftaxes ~~the~~on ~~1940~~reinvested ~~Act~~dividends. ~~The~~A ~~number~~Stockholder’s ofbasis ~~shares~~for ofdetermining ~~Common~~gain ~~Stock~~or toloss beupon ~~issued~~the tosale aof ~~Stockholder~~shares isof ~~determined~~Common byStock ~~dividing~~received ~~the~~in ~~total~~a ~~dollar~~distribution ~~amount~~from of the ~~distribution~~Company ~~payable~~will togenerally ~~such~~be ~~Stockholder~~equal byto the ~~price~~cash ~~per~~that ~~share~~would ofhave ~~Common~~been ~~Stock.~~received ~~The~~if ~~number~~the ofStockholder ~~shares~~had toreceived bethe ~~outstanding~~distribution ~~after~~in ~~giving~~cash. ~~effect~~Any toshares ~~payment~~ of aCommon ~~distribution~~Stock ~~cannot~~received bein ~~established~~a ~~until~~distribution ~~the~~will ~~value~~have ~~per~~a ~~share~~new atholding ~~which~~period ~~additional~~for ~~shares~~tax ofpurposes ~~Common~~commencing ~~Stock~~on ~~will~~the beday ~~issued~~following ~~has~~the ~~been~~day ~~determined~~on ~~and~~which ~~the~~such ~~elections~~shares ofare ~~the~~credited ~~Stockholders~~to ~~have~~the ~~been~~U.S. ~~tabulated~~holder’s account.

~~There~~The ~~are~~Company nomay ~~brokerage~~terminate orthe ~~other~~DRIP ~~charges~~upon notice in writing mailed to ~~Stockholders~~each ~~who~~participant ~~participate~~at inleast ~~the~~30 ~~plan.~~days ~~The~~prior ~~DRIP~~to ~~administrator’s~~any ~~fees~~record ~~under~~date for the ~~plan~~payment ~~are~~of ~~paid~~any distribution by the Company.

~~Stockholders~~Staffing who elect to receive distributions in the form of Shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as are Stockholders who receive their distributions in cash. However, since a participating Stockholder’s cash dividends would be reinvested in shares, such Stockholder will not receive cash with which to pay applicable taxes on reinvested dividends. A Stockholder’s basis for determining gain or loss upon the sale of shares of Common Stock received in a distribution from the Company will generally be equal to the cash that would have been received if the Stockholder had received the distribution in cash. Any shares of Common Stock received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such shares are credited to the U.S. holder’s account.

7The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business will be provided by individuals who are employees of the Advisor, the Administrator, or its affiliates, pursuant to the terms of the Advisory Agreement, the Administration Agreement, and the Expense Reimbursement Agreement. Each of the Company’s executive officers described under “Directors, Executive Officers and Corporate Governance” is an employee of the Advisor or its affiliates. The Company’s day-to-day investment operations are managed by the Advisor. The services necessary for the origination and administration of the Company’s investment portfolio are provided by investment professionals employed by the Advisor or its affiliates. This investment team focuses on origination and transaction development and the ongoing monitoring of the Company’s investments. See “Business — General — Advisory Agreement; Administration Agreement.”

~~Table~~8 ~~of Contents~~

~~The~~Financial ~~Company~~Information ~~may~~about ~~terminate~~Industry ~~the~~Segments ~~DRIP~~and ~~upon~~Geographic ~~notice~~Areas ~~in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by the Company.~~

~~Staffing~~The industry composition of investments as a percentage of total investments based on fair value as of December 31, 2023 and December 31, 2022 was as follows:

The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business will be provided by individuals who are employees of the Advisor, the Administrator, or its affiliates, pursuant to the terms of the Advisory Agreement, the Administration Agreement, and the Expense Reimbursement Agreement. Each of the Company’s executive officers described under “Directors, Executive Officers and Corporate Governance” is an employee of the Advisor or its affiliates. The Company’s day-to-day investment operations are managed by the Advisor. The services necessary for the origination and administration of the Company’s investment portfolio are provided by investment professionals employed by the Advisor or its affiliates. This investment team focuses on origination and transaction development and the ongoing monitoring of the Company’s investments. See “Business — General — Advisory Agreement; Administration Agreement.”


	December 31, 2023			December 31, 2022
Automotive		13.3	%		12.1	%
Aviation Services		—			0.5	%
Broadcasting		—			2.9	%
Brokerage		—			2.9	%
Building Materials		—			1.9	%
Consumer Services		14.8	%		11.1	%
Diversified Manufacturing		1.1	%		—
Entertainment		6.9	%		7.5	%
Financial Other		1.2	%		—
Food and Beverage		—			2.6	%
Gaming		—			1.9	%
Healthcare		0.6	%		3.1	%
Insurance Life		4.3	%		—
Packaging		2.1	%		2.9	%
Pharmaceuticals		1.0	%		2.0	%
Retailers		3.2	%		11.5	%
Technology		21.2	%		20.0	%
Treasury Bills		21.5	%		14.2	%
IT Services		5.6	%		—
Wireless		3.2	%		2.9	%

Total		100.0	%		100.0	%

~~Financial~~Certain ~~Information~~U.S. ~~about~~Federal ~~Industry~~Income ~~Segments~~Tax ~~and~~Considerations ~~Geographic Areas~~

The ~~industry~~following ~~composition~~discussion is a brief summary of ~~investments~~some of the U.S. federal income tax considerations relevant to an investment in the Company as a ~~percentage~~Stockholder, ofincluding ~~total~~U.S. ~~investments~~federal income tax considerations relevant to a BDC. It is based onupon ~~fair~~the ~~value~~Code, asthe ofregulations ~~December 31~~promulgated thereunder, ~~2022~~published ~~was~~rulings of the IRS and court decisions, all as ~~follows:~~in effect on the date of this Report. All of the above authorities are subject to change (possibly retroactively) by legislative or administrative action.

	December 31, 2022
Automotive		12.1	%
Aviation Services		0.5	%
Broadcasting		2.9	%
Brokerage		2.9	%
Building Materials		1.9	%
Consumer Service		11.1	%
Entertainment		7.5	%
Food and Beverage		2.6	%
Gaming		1.9	%
Healthcare		3.1	%
Packaging		2.9	%
Pharmaceuticals		2.0	%
Retailers		11.5	%
Technology		20.0	%
Treasury Bills		14.2	%
Wireless		2.9	%
Total		100.0	%

For purposes of this discussion, a “U.S. Holder” is a Stockholder, that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States can exercise primary supervision over its administration and certain other conditions are met. A “Non-U.S. Holder” is a Stockholder who is not a U.S. Holder.

~~Certain~~If a partnership (including an entity treated as a partnership for U.S. ~~Federal~~federal ~~Income~~income ~~Tax~~tax ~~Considerations~~purposes) holds shares of the Company, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold shares of the Company should consult its tax advisors with respect to the purchase, ownership and disposition of such shares.

~~The~~Taxation ~~following discussion is a brief summary~~ of ~~some~~RIC ofOperations ~~the U~~Generally.S. federal income tax considerations relevant to an investment in the Company as a Stockholder, including U.S. federal income tax considerations relevant to a BDC. It is based upon the Code, the regulations promulgated thereunder, published rulings of the IRS and court decisions, all as in effect on the date of this Memorandum. All of the above authorities are subject to change (possibly retroactively) by legislative or administrative action.

~~For~~As ~~purposes of this discussion,~~ a ~~“U.S. Holder” is a Stockholder~~RIC, ~~that~~the ~~is,~~Company ~~for U.S. federal income tax purposes: (a) an individual who~~ is aable ~~citizen~~to ordeduct ~~resident~~qualifying ofdistributions ~~the~~to ~~United~~its ~~States; (b) a corporation created or organized in or under the laws of the United States~~Stockholders, ~~any~~so ~~state~~that ~~thereof~~it ~~or the District of Columbia; (c) an estate, the income of which~~ is subject to U.S. federal income taxation ~~regardless~~only in respect of ~~its~~earnings ~~source~~that orit ~~(d) a~~retains ~~trust~~and ifdoes anot ~~court~~distribute. ~~within~~In ~~the~~addition, ~~United~~certain ~~States~~distributions ~~can~~made ~~exercise~~to ~~primary~~the ~~supervision~~Company’s ~~over~~Stockholders ~~its~~may ~~administration~~be ~~and~~eligible ~~certain~~for ~~other~~look-through ~~conditions~~tax ~~are~~treatment ~~met.~~determined Aby ~~“Non-U.S.~~reference ~~Holder”~~to isthe aearnings ~~Stockholder~~from ~~who~~which isthe ~~not~~distribution ais Umade.S. ~~Holder.~~

~~Taxation~~In oforder to qualify as a RIC, ~~Operations~~the ~~Generally.~~Company must, among other things,

As (a) ~~RIC,~~at ~~the~~all ~~Company~~times isduring ~~able~~each totaxable ~~deduct~~year ~~qualifying~~maintain ~~distributions to~~ its ~~Stockholders,~~election sounder ~~that~~the it1940 isAct ~~subject~~ to ~~U.S. federal income taxation only in respect of earnings that it retains and does not distribute. In addition, certain distributions made to the Company’s Stockholders may~~ be ~~eligible~~treated ~~for~~as ~~look-through~~a ~~tax treatment determined by reference to the earnings from which the distribution is made.~~ BDC;

In(b) ~~order~~derive toin ~~qualify~~each astaxable ayear ~~RIC~~at least 90% of its gross income from dividends, interest, gains from the ~~Company~~sale ~~must,~~or ~~among~~other disposition of stock or securities and other ~~things,~~specified categories of investment income; and

(ac) atdiversify ~~all~~its ~~times~~holdings ~~during~~so ~~each~~that, ~~taxable~~subject ~~year~~to ~~maintain~~certain ~~its~~exceptions ~~election~~and ~~under~~cure periods, at the ~~1940~~end ~~Act~~of toeach bequarter ~~treated~~of asits ataxable ~~BDC;~~year,

~~Table~~(i) at least 50% of ~~Contents~~the value of its total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and “other securities,” provided that such “other securities” shall not include any amount of any one issuer, if its holdings of such issuer are greater in value than 5% of its total assets or greater than 10% of the outstanding voting securities of such issuer, and

(bii) ~~derive~~no more than 25% of the value of its assets may be invested in ~~each~~the ~~taxable~~securities ~~year~~of atany ~~least~~one ~~90%~~issuer or of ~~its~~any ~~gross~~two ~~income~~or ~~from~~more ~~dividends,~~issuers ~~interest,~~that ~~gains~~are ~~from~~controlled by the ~~sale~~Company (at a 20% voting control threshold) and are engaged in the same or ~~other~~similar ~~disposition~~or ofrelated ~~stock~~trades or business (excluding U.S. government securities and securities of other ~~specified~~RICs), ~~categories~~or the securities of ~~investment~~one ~~income;~~or ~~and~~more “qualified publicly traded partnerships.”

As a RIC, in any taxable year with respect to which the Company distributes (cor is treated as distributing) ~~diversify~~at least 90% of its ~~holdings~~investment socompany ~~that,~~taxable ~~subject~~income to(which ~~certain~~includes, ~~exceptions~~among ~~and~~other ~~cure~~items, ~~periods~~dividends, atinterest and the ~~end~~excess of ~~each~~any ~~quarter~~net ofshort-term ~~its~~capital gains over net long-term capital losses and other taxable ~~year~~income other than any net capital gain reduced by deductible expenses), the Company generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains that are distributed to Stockholders.

~~(i)~~If atthe ~~least~~Company ~~50%~~fails ofto ~~the~~distribute ~~value of~~ its ~~total~~income ~~assets~~on isa ~~represented~~timely ~~by cash and cash items~~basis, ~~U.S.~~it ~~government~~will ~~securities,~~be ~~the~~subject ~~securities~~to ofa ~~other~~nondeductible ~~RICs~~4% ~~and~~excise ~~“other~~tax. ~~securities,”~~To ~~provided~~avoid ~~that~~this ~~such “other securities” shall not include any amount of any one issuer~~tax, ifthe ~~its~~Company ~~holdings~~must ofdistribute ~~such~~(or ~~issuer~~be ~~are~~deemed ~~greater~~to inhave ~~value~~distributed) ~~than~~during 5%each ofcalendar ~~its~~year ~~total~~an ~~assets~~amount orequal ~~greater~~to ~~than 10% of~~ the ~~outstanding~~sum ~~voting securities~~ of: ~~such issuer, and~~

(ii1) noat ~~more~~least ~~than 25~~98% of ~~the value of~~ its ~~assets~~ordinary ~~may~~income be(not ~~invested~~taking ininto ~~securities~~account of any ~~one~~capital ~~issuer,~~gains ~~the securities of any two~~ or ~~more issuers that are controlled by the Company (at a 20% voting control threshold~~losses) ~~and~~for ~~are engaged in~~ the ~~same~~calendar ~~or similar or related trades or business (excluding U.S. government securities and securities of other RICs), or the securities of one or more “qualified publicly traded partnerships.”~~year;

~~As a RIC, in any taxable year with respect to which the Company distributes~~ (~~or is treated as distributing~~2) at least 9098.2% of its ~~investment~~capital ~~company~~gains ~~taxable~~in ~~income (which includes, among other items, dividends, interest and the~~ excess of ~~any~~its ~~net short-term~~ capital ~~gains~~losses ~~over~~(adjusted ~~net~~for ~~long-term~~certain ~~capital~~ordinary losses) ~~and~~for ~~other~~a ~~taxable~~one-year ~~income~~period ~~other than any net capital gain reduced by deductible expenses), the Company~~ generally ~~will~~ending ~~not be subject to U.S. federal income tax~~ on ~~its~~October ~~investment~~31 ~~company~~of ~~taxable~~the ~~income~~calendar ~~and~~year; ~~net capital gains that are distributed to Stockholders.~~ and

If(3) ~~the~~any ~~Company~~undistributed ~~fails~~amounts tofrom ~~distribute~~previous ~~its~~years ~~income~~ on awhich ~~timely basis, it will be subject to a nondeductible 4% excise tax. To avoid this tax,~~ the Company ~~must~~paid ~~distribute~~no ~~(or~~U.S. befederal ~~deemed~~income ~~to have distributed) during each calendar year an amount equal to the sum of:~~ tax.

~~(1)~~The atCompany ~~least~~is ~~98%~~generally expected to distribute substantially all of its ~~ordinary~~earnings ~~income~~on ~~(not~~a ~~taking~~quarterly ~~into~~basis, ~~account~~though ~~any~~one ~~capital~~or ~~gains~~more orof ~~losses)~~the ~~for~~considerations described below could result in the ~~calendar~~deferral of dividend distributions until the end of the fiscal year;:

(21) atThe ~~least~~Company ~~98.2%~~may ofmake ~~its~~investments ~~capital~~that ~~gains~~are subject to tax rules that require it to include amounts in ~~excess~~income before cash corresponding to that income is received, or that defer or limit the Company’s ability to claim the benefit of ~~its~~deductions ~~capital~~or losses. ~~(adjusted~~For ~~for~~example, ~~certain~~if ~~ordinary~~the ~~losses)~~Company ~~for~~holds asecurities ~~one-year~~issued ~~period~~with ~~generally~~original ~~ending~~issue ondiscount, ~~October~~such 31discount ofwill be included in income in the ~~calendar~~taxable year; of accrual and before any corresponding cash payments are received.

(32) ~~any~~In ~~undistributed~~cases ~~amounts~~where ~~from~~the ~~previous~~Company’s ~~years~~taxable onincome ~~which~~exceeds its available cash flow, the Company ~~paid~~will noneed ~~U.S.~~to ~~federal~~fund ~~income~~distributions ~~tax~~with the proceeds of sale of securities or with borrowed money, and will raise funds for this purpose opportunistically over the course of the year.

~~The~~In certain circumstances (e.g., where the Company is ~~generally~~required ~~expected~~ to ~~distribute~~recognize ~~substantially~~income ~~all~~before ofor ~~its~~without ~~earnings~~receiving oncash arepresenting ~~quarterly~~such ~~basis~~income), ~~though~~the ~~one~~Company ormay ~~more~~have ofdifficulty ~~the~~making ~~considerations~~distributions ~~described~~in ~~below~~the ~~could~~amounts ~~result~~necessary into satisfy the ~~deferral~~requirements offor ~~dividend~~maintaining ~~distributions~~RIC ~~until~~status and for avoiding income and excise taxes. Accordingly, the ~~end~~Company ofmay have to sell investments at times it would not otherwise consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If the ~~fiscal~~Company ~~year:~~is not able to obtain cash from other sources, it may fail to qualify as a RIC and thereby be subject to corporate-level income tax.

~~(1)~~Although ~~The~~the Company ~~may~~does ~~make~~not ~~investments~~presently ~~that~~expect ~~are~~to ~~subject~~do toso, ~~tax~~it ~~rules~~will ~~that~~be ~~require~~authorized itto borrow funds and to ~~include~~sell ~~amounts~~assets in ~~income~~order ~~before~~to ~~cash~~satisfy ~~corresponding~~distribution torequirements. ~~that~~However, ~~income~~under isthe ~~received~~1940 Act, orit ~~that~~will ~~defer~~not orbe ~~limit~~permitted to make distributions to its Stockholders while its debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, the Company’s ability to ~~claim~~dispose of assets to meet distribution requirements may be limited by (1) the ~~benefit~~illiquid nature of ~~deductions~~its portfolio and/or ~~losses.~~(2) other ~~For~~requirements ~~example~~relating to its qualification as a RIC, ifincluding the ~~Company~~diversification ~~holds~~tests. ~~securities~~If ~~issued~~the ~~with~~Company ~~original~~disposes ~~issue~~of ~~discount,~~assets ~~such~~in ~~discount~~order ~~will~~to bemeet ~~included~~the inannual ~~income~~distribution inrequirement or to avoid the ~~taxable~~excise ~~year~~tax, ofit ~~accrual~~may ~~and~~make ~~before~~such ~~any~~dispositions ~~corresponding~~at ~~cash~~times ~~payments~~that, from an investment standpoint, are ~~received~~not advantageous.

~~(2)~~Certain Inof ~~cases where~~ the Company’s ~~taxable~~investment practices may be subject to special and complex U.S. federal income ~~exceeds~~tax ~~its~~provisions ~~available~~that ~~cash~~may, ~~flow~~among other things: (i) disallow, suspend or otherwise limit the ~~Company~~allowance ~~will~~of ~~need~~certain tolosses ~~fund~~or ~~distributions~~deductions; ~~with~~(ii) convert lower taxed long- term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the ~~proceeds~~deductibility of which is more limited); (iv) cause the Company to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities oris ~~with~~deemed ~~borrowed~~to ~~money,~~occur; (vi) adversely alter the characterization of certain complex financial transactions; and ~~will~~(vii) produce ~~raise~~income ~~funds~~that ~~for~~will ~~this~~not ~~purpose~~be ~~opportunistically~~qualifying ~~over~~income ~~the~~for ~~course~~purposes of the ~~year~~90% gross income test described above.

InWhile ~~certain circumstances (e.g., where~~ the Company is ~~required~~expected to ~~recognize~~distribute any income ~~before~~and orcapital ~~without~~gains ~~receiving~~in ~~cash~~the ~~representing~~manner ~~such~~necessary ~~income),~~to minimize imposition of the ~~Company~~4% ~~may~~excise ~~have~~tax, ~~difficulty~~it ~~making~~may ~~distributions~~not inbe ~~the~~able to distribute amounts ~~necessary~~sufficient to ~~satisfy~~avoid the ~~requirements~~imposition ~~for~~of ~~maintaining~~the ~~RIC~~tax ~~status~~entirely. ~~and~~In ~~for~~that ~~avoiding~~event, ~~income~~the ~~and~~Company ~~excise~~will ~~taxes.~~be ~~Accordingly,~~liable for the ~~Company~~tax ~~may~~only ~~have~~on tothe ~~sell~~amount ~~investments~~by atwhich ~~times~~ it ~~would~~does not ~~otherwise~~meet ~~consider~~the ~~advantageous,~~foregoing ~~raise~~distribution ~~additional~~requirement. ~~debt~~Under orcertain ~~equity~~circumstances, ~~capital~~the orAdvisor ~~reduce~~may, ~~new~~in ~~investment~~its ~~originations~~sole todiscretion, ~~meet~~determine ~~these~~that ~~distribution~~it ~~requirements.~~is Ifin the ~~Company~~interests isof ~~not~~the ~~able~~Company to ~~obtain~~retain ~~cash~~rather ~~from~~than ~~other~~distribute ~~sources,~~some itamount ~~may~~of ~~fail~~income toand ~~qualify~~capital asgains, ~~a RIC~~ and ~~thereby~~accordingly because ~~subject~~the Company to ~~corporate-level~~bear ~~income~~the excise tax burden associated therewith.

~~Although~~10 the Company does not presently expect to do so, it will be authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, it will not be permitted to make distributions to its Stockholders while its debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, the Company’s ability to dispose of assets to meet distribution requirements may be limited by (1) the illiquid nature of its portfolio and/or (2) other requirements relating to its qualification as a RIC, including the diversification tests. If the Company disposes of assets in order to meet the annual distribution requirement or to avoid the excise tax, it may make such dispositions at times that, from an investment standpoint, are not advantageous.

~~Certain~~If ofin ~~the~~any ~~Company’s~~particular ~~investment~~taxable ~~practices~~year, ~~may~~the beCompany ~~subject~~does tonot ~~special~~qualify ~~and~~as ~~complex~~a ~~U.S. federal income tax provisions that may~~RIC, ~~among~~all ~~other~~of ~~things: (i) disallow, suspend or otherwise limit~~ the ~~allowance~~Company’s oftaxable ~~certain~~income ~~losses or deductions;~~ (~~ii) convert~~including ~~lower~~net ~~taxed long- term~~ capital ~~gain~~gains) ~~into~~will ~~higher~~be ~~taxed~~subject ~~short-term~~to ~~capital~~tax ~~gain~~at orregular ~~ordinary~~corporate ~~income;~~rates ~~(iii) convert~~without anany ~~ordinary loss or a~~ deduction ~~into~~for adistributions ~~capital~~to ~~loss~~Stockholders, ~~(the~~and ~~deductibility~~distributions ofwill ~~which~~be istaxable ~~more limited); (iv) cause the Company~~ to ~~recognize~~Stockholders ~~income or gain without a corresponding receipt of cash; (v) adversely affect the time~~ as toordinary ~~when~~dividends ~~a purchase or sale of securities is deemed~~ to ~~occur; (vi) adversely alter~~ the ~~characterization~~extent of ~~certain~~the ~~complex~~Company’s ~~financial~~current ~~transactions;~~ and ~~(vii) produce~~accumulated ~~income~~earnings ~~that~~and ~~will not be qualifying income for purposes of the 90% gross income test described above~~profits.

9The Company may invest in below investment grade instruments. Investments in these types of instruments may present special tax issues for the Company. U.S. federal income tax rules are not entirely clear about issues such as when the Company 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. The Company intends to address these and other issues to the extent necessary in order to seek to ensure that the Company distributes sufficient income to avoid any material U.S. federal income tax or the 4% excise tax.

~~Table~~A portfolio company in which the Company invests may face financial difficulties that require the Company to work-out, modify or otherwise restructure the Company’s investment in the portfolio company. Any such transaction could, depending upon the specific terms of ~~Contents~~the transaction, result in unusable capital losses and future non-cash income. Any such transaction could also result in the Company receiving assets that give rise to non-qualifying income for purposes of the 90% gross income test described above or otherwise would not count toward satisfying the diversification tests described above. Furthermore, some of the income that the Company might otherwise earn, such as fees for providing managerial assistance, certain fees earned with respect to the Company’s investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, may not satisfy the 90% gross income test. To manage the risk that such income might disqualify the Company as a RIC for failure to satisfy the 90% gross income test, one or more subsidiary entities treated as U.S. corporations for entity-level income tax purposes may be employed to earn such income and (if applicable) hold the related asset. Such subsidiary entities will be required to pay entity-level income tax on their earnings, which ultimately will reduce the yield to Stockholders on such fees and income.

~~While~~Gain ~~the~~or ~~Company~~loss isrecognized ~~expected~~by tothe ~~distribute~~Company ~~any~~from ~~income~~warrants ~~and~~or ~~capital~~other ~~gains~~securities inacquired ~~the~~by ~~manner necessary to minimize imposition of~~ the ~~4% excise tax~~Company, itas ~~may~~well ~~not~~as beany ~~able~~loss toattributable ~~distribute amounts sufficient~~ to ~~avoid~~ the ~~imposition~~lapse of ~~the~~such ~~tax entirely. In that event~~warrants, ~~the~~generally ~~Company~~ will be ~~liable~~treated ~~for~~as ~~the~~capital ~~tax~~gain ~~only~~or ~~on the amount by which it does not meet the foregoing distribution requirement~~loss. ~~Under~~Such ~~certain~~gain ~~circumstances,~~or ~~the~~loss ~~Advisor~~generally ~~may,~~will inbe ~~its~~long-term ~~sole~~or ~~discretion,~~short-term ~~determine~~depending ~~that~~on ithow islong in the ~~interests of the~~ Company toheld ~~retain~~a ~~rather~~particular ~~than~~warrant ~~distribute~~or ~~some amount of income and capital gains, and accordingly cause the Company to bear the excise tax burden associated therewith~~security.

IfIn inthe ~~any~~event ~~particular taxable year,~~ the Company ~~does~~invests ~~not~~in ~~qualify~~foreign ~~as a RIC~~securities, ~~all~~it ofmay ~~the~~be ~~Company’s~~subject ~~taxable~~to ~~income~~withholding ~~(including~~and ~~net~~other ~~capital~~foreign ~~gains)~~taxes ~~will~~with berespect ~~subject~~ to ~~tax~~those atsecurities. ~~regular~~The ~~corporate~~Company ~~rates~~is ~~without~~not ~~any~~expected ~~deduction for distributions~~ to ~~Stockholders,~~satisfy ~~and~~the ~~distributions~~requirement ~~will~~to bepass ~~taxable~~through to Stockholders astheir ~~ordinary~~share ~~dividends to the extent~~ of the ~~Company’s~~foreign ~~current~~taxes ~~and~~paid ~~accumulated~~by ~~earnings~~the ~~and profits~~Company.

InIf the ~~event~~Company acquires shares in a passive foreign investment company (“PFIC”), the Company may be subject to U.S. federal income tax on a portion of any “excess distribution” received on, or any gain from the disposition of, such shares even if the Company distributes such income as a taxable dividend to Stockholders. Additional charges in the nature of interest generally will be imposed on the Company in respect of deferred taxes arising from any such excess distribution or gain. If the Company invests in ~~foreign~~the ~~securities~~shares of a PFIC and elects to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), itin lieu of the foregoing requirements, the Company will be required to include in income each year the Company’s proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, the Company may be ~~subject~~able to ~~withholding~~elect to mark its shares in a PFIC at the end of each taxable year to market; in this case, the Company will recognize as ordinary income any increase in the value of such shares, and ~~other~~as ~~foreign~~ordinary ~~taxes~~loss ~~with~~any ~~respect~~decrease in such value to ~~those~~the ~~securities~~extent that any such decrease does not exceed prior increases in such value included in the Company’s income. The Company’s isability ~~not~~to ~~expected~~make toeither ~~satisfy~~election will depend on factors beyond the ~~requirement~~Company’s control and is subject to ~~pass~~restrictions ~~through~~which may limit the availability of the benefit of these elections. Under either election, the Company may be required to ~~Stockholders~~recognize ~~their~~in ~~share~~a taxable year income in excess of any distributions the ~~foreign~~Company ~~taxes~~receives ~~paid~~from byPFICs and any proceeds from dispositions of PFIC stock during that taxable year, and such income will be taken into account for purposes of determining whether the Company has distributed sufficient income to avoid any material U.S. federal income tax or the 4% excise tax.

~~Taxation~~Under Section 988 of Uthe Code, gains or losses attributable to fluctuations in exchange rates between the time the Company accrues income, expenses or other liabilities denominated in a foreign currency and the time the Company actually collects such income or pay such expenses or liabilities are generally treated as ordinary income or loss.S. ~~Holders~~Similarly, gains or losses on foreign currency-denominated forward, futures, and option contracts, as well as certain other financial instruments, and the disposition of debt obligations denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

~~Distributions~~Taxation ~~from the Company’s investment company taxable income (consisting generally~~ of ~~net investment income, net short-term capital gain, and net gains from certain foreign currency transactions) generally will be taxable to~~ U.S. Holders ~~as ordinary income to the extent made out of the Company’s current or accumulated earnings and profits~~. Distributions generally will not be eligible for the dividends received deduction allowed to corporate Stockholders. Distributions that the Company reports as net capital gain distributions will be taxable to U.S. Holders as long-term capital gain regardless of how long such U.S. Holders have held their shares. Distributions in excess of the Company’s current and accumulated earnings and profits first will reduce a U.S. Holder’s adjusted tax basis in such U.S. Holder’s Common Stock and, after the adjusted tax basis is reduced to zero, will constitute capital gains to such U.S. Holder.

Distributions ~~declared~~from by the Company’s ininvestment ~~October,~~company ~~November,~~taxable orincome ~~December~~(consisting generally of ~~any~~net ~~year~~investment ~~and~~income, ~~payable~~net toshort-term ~~Stockholders~~capital ofgain, ~~record~~and onnet agains ~~specified~~from ~~date~~certain inforeign ~~such~~currency atransactions) ~~month~~generally will be ~~deemed~~taxable to ~~have~~U.S. ~~been~~Holders ~~paid~~as byordinary ~~the~~income ~~Company~~to ~~on December 31st of~~ the ~~previous~~extent ~~calendar~~made ~~year~~out ifof the ~~distributions~~Company’s ~~are~~current ~~paid~~or ~~during~~accumulated ~~the~~earnings ~~following~~and ~~January~~profits. ~~Accordingly,~~Distributions ~~distributions~~generally ~~received~~will innot ~~January may~~ be ~~subject~~eligible tofor ~~taxation in~~ the ~~preceding year.~~

~~Certain~~11 distributions reported by the Company as section 163(j) interest dividends may be treated as interest income by Stockholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the Stockholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that the Company is eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of the Company’s business interest income over the sum of the Company’s (i) business interest expense and (ii) other deductions properly allocable to its business interest income.

~~Although~~ dividends ~~the~~received ~~Company~~deduction ~~intends~~allowed to ~~distribute~~corporate ~~any~~Stockholders ~~net~~or ~~long-term~~for ~~capital gains at least annually, it may in~~ the ~~future~~reduced ~~decide~~rates applicable to ~~retain~~certain ~~some~~qualified ordividend ~~all~~income ofreceived ~~its~~by ~~net long~~non-~~term~~corporate ~~capital gains but designate the retained amount as a “deemed distribution~~Stockholders.” InDistributions that ~~case, among other consequences,~~ the Company ~~will~~reports ~~pay~~as ~~corporate-level~~net ~~federal~~capital ~~income~~gain ~~tax~~distributions ~~on the retained amount, each U.S. Holder~~ will be ~~required~~taxable to ~~include its share of the deemed distribution in income as if it had been distributed to the~~ U.S. ~~Holder,~~Holders ~~and~~as ~~the~~long-term ~~U.S.~~capital ~~Holder~~gain ~~will~~regardless ~~be entitled to claim a credit equal to its allocable share~~ of ~~the~~how ~~tax~~long ~~paid on the deemed distribution by the Company. The amount of the deemed distribution net of~~ such ~~tax will be added to the~~ U.S. ~~Holder’s~~Holders ~~tax~~have ~~basis~~held ~~for~~ their ~~Common Stock~~shares. ~~Since~~Distributions ~~the Company expects to pay tax on any retained capital gains at its regular corporate capital gain tax rate, and since that rate is~~ in excess of the ~~maximum~~Company’s ~~rate~~current ~~currently~~and ~~payable~~accumulated byearnings ~~non-corporate~~and ~~U.S.~~profits ~~Holders~~first onwill ~~long-term~~reduce ~~capital~~a ~~gains, the amount of tax that non-corporate~~ U.S. ~~Holders~~Holder’s ~~will~~adjusted ~~be treated as having paid and for which they will receive a credit will exceed the~~ tax ~~they~~basis ~~owe~~in onsuch ~~the retained net capital gains. Such excess generally may be claimed as a credit against the~~ U.S. Holder’s ~~other~~Common ~~federal~~Stock ~~income~~and, ~~tax~~after ~~obligations or may be refunded to~~ the ~~extent~~adjusted ~~it exceeds a Stockholder’s liability for federal income~~ tax. Abasis ~~Stockholder that~~ is ~~not~~reduced ~~subject~~ to federal income tax or otherwise required to file a federal income tax return would be required to file a federal income tax return on the appropriate form to claim a refund for the taxes paid by the Company. To utilize the deemed distribution approachzero, ~~the~~will ~~Company~~constitute ~~must~~capital ~~provide~~gains ~~written notice~~ to ~~its~~such ~~Stockholders. The Company cannot treat any of its investment company taxable income as a “deemed distribution.” If a~~ U.S. Holder ~~sells or exchanges its shares of the Company, the holder will recognize gain or loss equal to the difference between its adjusted basis in the shares sold and the amount received~~. Any such gain or loss will be treated as a capital gain or loss and will be long-term capital gain or loss if the shares have been held for more than one year. Any loss recognized on a sale or exchange of shares that were held for six months or less will be treated as long-term, rather than short-term, capital loss to the extent of any capital gain distributions previously received (or deemed to be received) thereon.

AnDistributions ~~additional~~declared ~~3.8%~~by ~~Medicare~~the ~~tax~~Company isin ~~imposed~~October, onNovember, ~~certain~~or ~~net~~December ~~investment~~of ~~income~~any ~~(including~~year ~~ordinary dividends~~ and ~~capital~~payable ~~gain~~to ~~distributions~~Stockholders ~~received~~of ~~from~~record uson ~~and~~a ~~net~~specified ~~gains~~date ~~from~~in ~~redemptions~~such ora ~~other~~month ~~taxable~~will ~~dispositions~~be ofdeemed ~~the~~to ~~Company’s~~have ~~shares)~~been ofpaid ~~U.S.~~by ~~individuals,~~the ~~estates~~Company ~~and~~on ~~trusts~~December to31st of the ~~extent~~previous ~~that~~calendar ~~such~~year ~~person’s~~if ~~“modified~~the ~~adjusted~~distributions ~~gross~~are ~~income”~~paid ~~(in~~during the ~~case~~following ofJanuary. anAccordingly, ~~individual)~~distributions orreceived ~~“adjusted gross income” (~~in ~~the~~January ~~case~~may ofbe ansubject ~~estate~~to ortaxation ~~trust)~~in ~~exceeds~~the ~~certain~~preceding ~~threshold amounts~~year.

10Certain distributions reported by the Company as section 163(j) interest dividends may be treated as interest income by Stockholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the Stockholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that the Company is eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of the Company’s business interest income over the sum of the Company’s (i) business interest expense and (ii) other deductions properly allocable to its business interest income.

~~Table~~Although the Company intends to distribute any net long-term capital gains at least annually, it may in the future decide to retain some or all of ~~Contents~~its net long-term capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Company will pay corporate-level federal income tax on the retained amount, each U.S. Holder will be required to include its share of the deemed distribution in income as if it had been distributed to the U.S. Holder, and the U.S. Holder will be entitled to claim a credit equal to its allocable share of the tax paid on the deemed distribution by the Company. The amount of the deemed distribution net of such tax will be added to the U.S. Holder’s tax basis for their Common Stock. Since the Company expects to pay tax on any retained capital gains at its regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by non-corporate U.S. Holders on long-term capital gains, the amount of tax that non-corporate U.S. Holders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gains. Such excess generally may be claimed as a credit against the U.S. Holder’s other federal income tax obligations or may be refunded to the extent it exceeds a Stockholder’s liability for federal income tax. A Stockholder that is not subject to federal income tax or otherwise required to file a federal income tax return would be required to file a federal income tax return on the appropriate form to claim a refund for the taxes paid by the Company. To utilize the deemed distribution approach, the Company must provide written notice to its Stockholders. The Company cannot treat any of its investment company taxable income as a “deemed distribution.”

~~The~~If ~~Company~~a ~~or the applicable withholding agent will be required to withhold~~ U.S. ~~federal~~Holder ~~income~~sells ~~tax~~or ~~(“backup~~exchanges ~~withholding”)~~its ~~currently~~shares ~~at a rate~~ of ~~24%~~the ~~from~~Company ~~all~~(except ~~taxable~~pursuant ~~distributions~~ to ~~any~~a ~~non-corporate~~repurchase ~~U.S.~~by ~~Holder~~the ~~(1) who~~Company, ~~fails~~as todescribed ~~furnish~~below), the ~~Company~~holder ~~with~~will arecognize ~~correct~~gain ~~taxpayer identification number~~ or aloss ~~certificate~~equal ~~that~~to ~~such~~the ~~Stockholder~~difference isbetween ~~exempt~~its ~~from~~adjusted ~~backup~~basis ~~withholding~~in orthe ~~(2) with~~shares ~~respect~~sold toand ~~whom~~ the ~~IRS~~amount ~~notifies~~received. ~~the~~Any ~~Company that~~ such ~~Stockholder~~gain ~~has~~or ~~failed~~loss towill ~~properly~~be ~~report~~treated ~~certain~~as ~~interest~~a ~~and~~capital ~~dividend~~gain ~~income~~or toloss ~~the IRS~~ and towill ~~respond~~be tolong-term ~~notices~~capital togain ~~that~~or ~~effect.~~loss Anif ~~individual’s~~the ~~taxpayer~~shares ~~identification~~have ~~number~~been isheld ~~his~~for ormore ~~her~~than ~~social~~one ~~security number~~year. Any ~~amount~~loss ~~withheld~~recognized ~~under~~on ~~backup~~a ~~withholding~~sale isor ~~allowed~~exchange asof ashares ~~credit~~that ~~against~~were ~~the~~held ~~U.S.~~for ~~Holder’s~~six ~~U.S.~~months ~~federal~~or ~~income~~less ~~tax~~will ~~liability~~be ~~and~~treated ~~may~~as ~~entitle~~long-term, ~~such~~rather ~~Stockholder~~than short-term, capital loss to athe ~~refund,~~extent ~~provided~~of ~~that~~any ~~proper~~capital ~~information~~gain isdistributions ~~timely~~previously ~~provided~~received (or deemed to ~~the~~be ~~IRS~~received) thereon.

~~Limitations~~From ontime ~~Deductibility~~to time, the Company may offer to repurchase its outstanding shares. Stockholders who tender all shares of ~~Certain~~the ~~Losses~~Company held, or considered to be held, by them will be treated as having sold their shares and ~~Expenses~~generally will realize a capital gain or loss. If a Stockholder tenders fewer than all of its shares or fewer than all shares tendered are repurchased, such Stockholder may be treated as having received a taxable dividend upon the tender of its shares. In such a case, there is a risk that non-tendering Stockholders, and Stockholders who tender some but not all of their shares or fewer than all of whose shares are repurchased, in each case whose percentage interests in the Company increase as a result of such tender, will be treated as having received a taxable distribution from the Company. The extent of such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming shares of the Company.

IfReporting ~~the~~to ~~Company~~Stockholders isand ~~not~~the ~~treated~~IRS ~~as a “publicly offered regulated investment company” for any calendar year, then a U.S. Holder that~~ is anrequired ~~individual,~~annually ~~estate or trust may be subject to limitations~~ on ~~miscellaneous~~Form ~~itemized~~1099-B ~~deductions~~not inonly with respect ~~of its share of expenses that the Company incurs,~~ to the ~~extent~~gross ~~that~~proceeds ~~the~~of ~~expenses~~shares ~~would~~sold ~~have~~or ~~been~~exchanged ~~subject~~but toalso ~~limitations~~their ifcost ~~the holder had incurred them directly~~basis. InStockholders ~~this~~should ~~case,~~contact ~~the~~their ~~Company~~intermediaries ~~would~~with berespect ~~required~~ to ~~report~~reporting ~~the relevant income and expenses, including the Management Fee, on Form 1099-DIV, and affected holders will be required to take into account their allocable share~~ of ~~such~~cost ~~income~~basis and ~~expenses.~~available ~~There~~elections ~~is no assurance that the Company will be treated as a “publicly offered regulated investment company”~~ with respect to ~~any~~their ~~calendar year~~accounts.

~~Tax-Exempt~~An ~~Investors~~additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from us and net gains from redemptions or other taxable dispositions of the Company’s shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

The ~~direct~~Company ~~conduct~~or ~~by a tax-exempt U.S. Holder of~~ the ~~activities~~applicable ~~that~~withholding ~~the~~agent ~~Company~~will isbe ~~expected~~required to ~~conduct~~withhold ~~could give rise to UBTI. However, a BDC is a corporation for~~ U.S. federal income tax ~~purposes~~(“backup ~~and~~withholding”) ~~its~~currently ~~business~~at ~~activities~~a ~~generally~~rate ~~will not be attributed to its Stockholders for purposes~~ of ~~determining~~24% ~~treatment~~from ~~under~~all ~~current~~taxable ~~law.~~distributions ~~Therefore,~~to aany ~~tax~~non-~~exempt~~corporate U.S. Holder ~~should~~(1) who ~~not~~fails ~~be subject~~ to ~~U.S.~~furnish ~~federal~~the ~~income~~Company ~~taxation~~with ~~solely~~a ascorrect ataxpayer ~~result~~identification ofnumber ~~the~~or ~~holder’s~~a ~~ownership~~certificate ofthat ~~the~~such ~~Company’s~~Stockholder ~~shares~~is ~~and~~exempt ~~receipt~~from ofbackup ~~dividends~~withholding ~~that~~or it(2) with ~~pays.~~respect ~~Moreover,~~to ~~under~~whom ~~current~~the ~~law,~~IRS ifnotifies the Company ~~incurs~~that ~~indebtedness,~~ such ~~indebtedness~~Stockholder ~~will~~has ~~not~~failed beto ~~attributed~~properly toreport ~~portfolio~~certain ~~investors~~interest inand ~~its~~dividend ~~stock.~~income ~~Therefore,~~to athe ~~tax-exempt~~IRS ~~U.S.~~and ~~Holder~~to ~~should~~respond ~~not~~to benotices ~~treated~~to asthat ~~earning~~effect. ~~income~~An ~~from~~individual’s ~~“debt-financed~~taxpayer ~~property”~~identification ~~and~~number ~~dividends~~is ~~paid~~his byor ~~the~~her ~~Company~~social ~~should~~security ~~not~~number. beAny ~~treated~~amount aswithheld ~~“unrelated~~under ~~debt-financed~~backup ~~income”~~withholding ~~solely~~is allowed as a ~~result~~credit ofagainst ~~indebtedness that~~ the ~~Company incurs~~U.S. ~~Proposals~~Holder’s ~~periodically~~U.S. ~~are~~federal ~~made~~income ~~to change the treatment of “blocker” investment vehicles interposed between~~ tax~~-exempt~~ ~~investors~~liability and ~~non-qualifying~~may ~~investments.~~entitle ~~In the event that any~~ such ~~proposals~~Stockholder ~~were~~ to bea ~~adopted~~refund, ~~and~~provided ~~applied~~that toproper ~~BDCs,~~information ~~the~~is ~~treatment~~timely ofprovided ~~dividends payable~~ to ~~tax-exempt~~the ~~investors could be adversely affected~~IRS.

~~Non-U.S.~~12 ~~Holders.~~

~~Dividends~~Under ~~that~~U.S. ~~the~~Treasury ~~Company~~regulations, ~~pays~~if to a ~~non-U.S.~~Stockholder ~~Holder~~recognizes ~~generally~~a ~~will~~loss bewith ~~subject~~respect to ~~U.S.~~shares ~~withholding~~of ~~tax~~$2 million ator amore ~~30%~~for ~~rate~~an ~~unless~~individual ~~(i)~~Stockholder or $10 ~~the~~million ~~holder~~or ~~qualifies~~more for a corporate Stockholder, ~~and~~the ~~complies~~Stockholder must file with the ~~procedures~~IRS ~~for~~a ~~claiming,~~disclosure anstatement ~~exemption~~on orIRS ~~reduced~~Form ~~rate~~8886. ~~under~~Direct anowners ~~applicable~~of ~~income~~portfolio ~~tax~~securities ~~treaty,~~are ~~(ii) the~~in ~~holder~~many ~~qualifies,~~cases ~~and~~excepted ~~complies~~from ~~with~~this ~~the~~reporting ~~procedures~~requirement, ~~for~~but ~~claiming~~under current guidance, anshareholders ~~exemption~~of bya ~~reason~~RIC ofare ~~its~~not ~~status~~excepted. asFuture aguidance ~~foreign~~may ~~government-related~~extend ~~entity;~~the orcurrent ~~(iii) Congress~~exception ~~enacts~~from anthis ~~extension~~reporting requirement to shareholders of ~~the~~most ~~favorable~~or ~~rules~~all ~~described~~RICs. ~~below,~~The ~~and~~fact ~~the~~that ~~dividend~~a ~~qualifies~~loss ~~for~~is anreportable ~~exemption~~under ~~from~~these ~~U.S.~~regulations ~~withholding~~does ~~tax~~not ~~under~~affect ~~those~~the ~~rules.~~legal ~~There~~determination ~~can~~of bewhether nothe ~~assurance~~taxpayer’s ~~that~~treatment ~~Congress~~of ~~will~~the ~~extend~~loss ~~these~~is ~~favorable~~proper. ~~rules~~Stockholders orshould ~~that~~consult their tax advisors to determine the ~~extension~~applicability ~~will~~of ~~apply~~these toregulations ~~any~~in ~~dividends~~light ~~that~~of ~~the~~their ~~Company~~individual ~~distributes~~circumstances.

~~Non-U.S.~~Limitations ~~Holders generally are not subject to U.S. tax~~ on ~~capital~~Deductibility ~~gains realized on the sale~~ of ~~the~~Certain ~~Company’s~~Losses ~~shares or on actual or deemed distributions of the Company’s net capital gains unless such gains are effectively connected with the conduct of a U.S. trade or business by the holder~~ and, if an income tax treaty applies, are attributable to a permanent establishment in the United States, or the holder is present in the United States for 183 or more days during the taxable year; and the holder is a former citizen or resident of the United StatesExpenses.

~~Certain~~If ~~properly~~the ~~reported~~Company ~~dividends~~is ~~are~~not ~~generally~~treated ~~exempt~~as ~~from~~a ~~withholding~~“publicly ofoffered regulated investment company” for any calendar year, then a U.S. ~~federal~~Holder ~~income~~that ~~tax~~is ~~where~~an ~~paid~~individual, inestate ~~respect~~or oftrust awill ~~RIC’s~~be ~~(i)~~treated ~~“qualified~~as ~~net~~having ~~interest~~received ~~income”~~a ~~(generally,~~dividend ~~its~~for U.S.~~-source~~ ~~interest~~federal income, ~~other~~tax ~~than~~purposes ~~certain contingent interest and interest~~ from ~~obligations~~the ofCompany ~~a corporation or partnership~~ in ~~which~~ the ~~RIC~~amount orof ~~the~~such ~~Non-~~U.S. ~~Stockholder~~Holder’s ~~are~~allocable atshare ~~least~~of athe ~~10%~~management ~~stockholder,~~and ~~reduced~~incentive byfees ~~expenses~~paid ~~that are allocable~~ to ~~such~~the ~~income)~~Adviser orand ~~(ii)~~certain ~~“qualified~~of ~~short-term~~the ~~capital~~Company’s ~~gains”~~other ~~(generally,~~expenses ~~the~~for ~~excess of~~ the ~~RIC’s~~calendar ~~net~~year, ~~short-term~~and ~~capital~~these ~~gain,~~fees ~~other~~and ~~than~~expenses ~~short-term~~will ~~capital~~be ~~gains~~treated ~~recognized~~as onmiscellaneous ~~the~~itemized ~~disposition~~deductions of such U.S. ~~real~~Holder. ~~property~~For ~~interests,~~taxable ~~over~~years ~~the~~beginning ~~RIC’s~~before ~~long-term capital loss)~~2026, asmiscellaneous ~~well~~itemized asdeductions ifgenerally ~~certain~~are ~~other~~not ~~requirements~~deductible ~~are~~by ~~satisfied~~a U.S. ~~Nevertheless,~~Holder nothat ~~assurance~~is ~~can~~an beindividual, ~~given~~trust asor toestate. ~~whether~~For ~~any~~taxable ofyears ~~the~~beginning ~~Company’s~~in ~~distributions~~2026 ~~will~~or belater, ~~eligible~~miscellaneous ~~for~~itemized ~~this~~deductions ~~exemption~~generally ~~from~~are ~~withholding~~deductible ofby a U.S. ~~federal~~Holder ~~income~~that ~~tax~~is ~~or,~~an ~~if eligible~~individual, ~~will~~trust beor ~~reported~~estate asonly ~~such~~to by the ~~Company.~~extent ~~Furthermore,~~that in the ~~case~~aggregate of ~~shares~~such ofU.S. ~~Company~~Holder’s ~~stock~~miscellaneous ~~held~~itemized ~~through~~deductions anexceeds ~~intermediary,~~2% ~~the~~of ~~intermediary~~such ~~may~~U.S. ~~have~~Holder’s ~~withheld~~adjusted gross income for U.S. federal income tax ~~even~~purposes, ifare ~~the~~not ~~Company~~deductible ~~reported~~for purposes of the ~~payment~~alternative asminimum antax ~~interest-related~~and ~~dividend~~are orsubject ~~short-term~~to ~~capital~~the ~~gain~~overall ~~dividend.~~limitation ~~Since~~on ~~the~~itemized ~~Company’s~~deductions ~~Common~~under ~~Stock~~Section 68 isof ~~subject~~the toCode. ~~significant~~In ~~transfer~~this ~~restrictions~~case, ~~and~~the anCompany ~~investment~~would inbe ~~the~~required ~~Company’s~~to ~~Common~~report ~~Stock~~the ~~will~~relevant ~~generally~~income beand ~~illiquid~~expenses, ~~Non-U.S.~~including ~~Stockholders~~the ~~whose~~Management ~~distributions~~Fee, on ~~the~~Form 1099-DIV, ~~Company’s~~and ~~Common~~affected ~~Stock~~holders ~~are~~will ~~subject~~be required to ~~withholding~~take ofinto ~~U.S.~~account ~~federal~~their ~~income~~allocable ~~tax~~share ~~may~~of ~~not~~such beincome ~~able~~and toexpenses. ~~transfer~~There ~~their~~is ~~shares~~no ofassurance that the Company’s ~~Common~~will ~~Stock~~be ~~easily~~treated oras ~~quickly~~a or“publicly atoffered ~~all~~regulated investment company” with respect to any calendar year.

11Tax-Exempt Investors.

~~Table~~The direct conduct by a tax-exempt U.S. Holder of ~~Contents~~the activities that the Company is expected to conduct could give rise to UBTI. However, a BDC is a corporation for U.S. federal income tax purposes and its business activities generally will not be attributed to its Stockholders for purposes of determining treatment under current law. Therefore, a tax-exempt U.S. Holder should not be subject to U.S. federal income taxation solely as a result of the holder’s ownership of the Company’s shares and receipt of dividends that it pays. Moreover, under current law, if the Company incurs indebtedness, such indebtedness will not be attributed to portfolio investors in its stock. Therefore, a tax-exempt U.S. Holder should not be treated as earning income from “debt-financed property” and dividends paid by the Company should not be treated as “unrelated debt-financed income” solely as a result of indebtedness that the Company incurs. Proposals periodically are made to change the treatment of “blocker” investment vehicles interposed between tax-exempt investors and non-qualifying investments. In the event that any such proposals were to be adopted and applied to BDCs, the treatment of dividends payable to tax-exempt investors could be adversely affected.

~~A BDC is a corporation for U.S. federal income tax purposes. Under current law, a non~~Non-U.S. ~~Holder will not be considered to be engaged in the conduct of a business in the United States solely by reason of its ownership in a BDC~~Holders. Proposals periodically are made to change the treatment of “blocker” investment vehicles interposed between foreign investors and investments that would otherwise result in such investors being considered to be engaged in the conduct of a business in the United States. In the event that any such proposals were to be adopted and applied to BDCs, the treatment of dividends payable to foreign investors could be adversely affected.

~~FATCA~~Dividends ~~Compliance~~that the Company pays to a non-U.S. Holder generally will be subject to U.S. withholding tax at a 30% rate unless (i) the holder qualifies for, and complies with the procedures for claiming, an exemption or reduced rate under an applicable income tax treaty, (ii) the holder qualifies, and complies with the procedures for claiming, an exemption by reason of its status as a foreign government-related entity; or (iii) the dividend qualifies for an exemption from U.S. withholding tax (as described below).

~~Additional requirements will apply to~~ Non-U.S. Holders ~~that~~generally are ~~considered~~not ~~for~~subject ~~U.S. federal income tax purposes~~ to ~~be a foreign financial institution or non-financial foreign entity, as well as to Non-~~U.S. ~~Holders that hold their shares through such an institution or entity. In general, an exemption from U.S. withholding~~ tax ~~will~~on becapital ~~available~~gains ~~only~~realized ifon the ~~foreign~~sale ~~financial~~of ~~institution has entered into an agreement with~~ the ~~U.S.~~Company’s ~~government,~~shares or ~~under~~on ~~certain~~actual ~~intergovernmental~~or ~~agreements~~deemed ~~collects~~distributions ~~and~~of ~~provides to~~ the ~~U.S.~~Company’s ~~tax~~net ~~authorities~~capital ~~information~~gains ~~about~~unless ~~its accountholders (including certain investors in~~ such ~~institution)~~gains ~~and~~are ifeffectively ~~the~~connected ~~non-financial~~with ~~foreign entity has provided~~ the ~~withholding~~conduct ~~agent~~of ~~with~~ a ~~certification identifying certain of its direct and indirect~~ U.S. ~~owners.~~trade ~~Any~~or ~~U.S.~~business ~~taxes~~by ~~withheld pursuant to~~ the ~~aforementioned~~holder ~~requirements~~and, ~~from~~if ~~distributions~~an ~~paid~~income totax ~~affected~~treaty ~~Non-U.S.~~applies, ~~Holders who~~ are ~~otherwise~~attributable ~~eligible~~to ~~for~~a anpermanent ~~exemption~~establishment ~~from,~~in orthe ~~reduction~~United ofStates, ~~U.S.~~or ~~federal~~the ~~withholding~~holder ~~taxes~~is onpresent ~~such~~in ~~distributions~~the ~~may~~United ~~only~~States befor ~~reclaimed~~183 byor ~~such~~more ~~Non-U.S.~~days ~~Holders~~during ~~by timely filing a U.S. tax return with~~ the ~~IRS~~taxable ~~to claim the benefit of such exemption or reduction~~year.

~~ERISA~~Certain ~~Considerations~~properly reported dividends are generally exempt from withholding of U.S. federal income tax where paid in respect of a RIC’s (i) “qualified net interest income” (generally, its U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the RIC or the Non-U.S. Stockholder are at least a 10% stockholder, reduced by expenses that are allocable to such income) or (ii) “qualified short-term capital gains” (generally, the excess of the RIC’s net short-term capital gain, other than short-term capital gains recognized on the disposition of U.S. real property interests, over the RIC’s long-term capital loss), as well as if certain other requirements are satisfied. Nevertheless, no assurance can be given as to whether any of the Company’s distributions will be eligible for this exemption from withholding of U.S. federal income tax or, if eligible, will be reported as such by the Company. Furthermore, in the case of shares of Company stock held through an intermediary, the intermediary may have withheld U.S. federal income tax even if the Company reported the payment as an interest-related dividend or short-term capital gain dividend. Since the Company’s Common Stock is subject to significant transfer restrictions, and an investment in the Company’s Common Stock will generally be illiquid, Non-U.S. Stockholders whose distributions on the Company’s Common Stock are subject to withholding of U.S. federal income tax may not be able to transfer their shares of the Company’s Common Stock easily or quickly or at all.

~~The~~13 Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code impose restrictions on certain transactions involving (i) employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, (ii) plans subject to Section 4975 of the Code, including, among others, individual retirement accounts and Keogh plans, and (iii) any entities whose underlying assets include plan assets by reason of a plan’s investment in such entities or otherwise (collectively “Plans”). ERISA and the rules and regulations of the U.S. Department of Labor promulgated thereunder contain provisions that should be considered by fiduciaries of those Plans and their legal advisors.

~~Fiduciary~~A ~~Duty~~BDC is a corporation for U.S. federal income tax purposes. Under current law, a non-U.S. Holder will not be considered to be engaged in the conduct of a business in the United States solely by reason of its ownership in a BDC. Proposals periodically are made to change the treatment of “blocker” investment vehicles interposed between foreign investors and investments that would otherwise result in such investors being considered to be engaged in the conduct of a business in the United States. In the event that any such proposals were to be adopted and applied to BDCs, the treatment of dividends payable to foreign investors could be adversely affected.

~~Fiduciaries~~FATCA that are considering an investment in the Company should consider, among other things, the applicability of the prohibited transaction provisions of ERISA and Section 4975 of the Code to such an investment and confirm that such investment will not constitute or result in a prohibited transaction or any other violation of an applicable requirement of ERISACompliance.

~~Plan~~Additional ~~Assets~~requirements will apply to Non-U.S. Holders that are considered for U.S. federal income tax purposes to be a foreign financial institution or non-financial foreign entity, as well as to Non-U.S. Holders that hold their shares through such an institution or entity. In general, an exemption from U.S. withholding tax will be available only if the foreign financial institution has entered into an agreement with the U.S. government, or under certain intergovernmental agreements collects and provides to the U.S. tax authorities information about its accountholders (including certain investors in such institution) and if the non-financial foreign entity has provided the withholding agent with a certification identifying certain of its direct and indirect U.S. owners. Any U.S. taxes withheld pursuant to the aforementioned requirements from distributions paid to affected Non-U.S. Holders who are otherwise eligible for an exemption from, or reduction of, U.S. federal withholding taxes on such distributions may only be reclaimed by such Non-U.S. Holders by timely filing a U.S. tax return with the IRS to claim the benefit of such exemption or reduction.

~~Under Section 3(42) of~~ ERISA ~~and~~Considerations regulations issued by the U.S. Department of Labor (as modified by Section 3(42), the “Plan Asset Regulation”), the assets of the Company will be treated as plan assets if participation by Benefit Plan Investors equals or exceeds 25% of any class of equity of the Company. The term “Benefit Plan Investor” is generally defined as (i) any employee benefit plan (as defined in Section 3(3) of ERISA), subject to the provisions of Title I of ERISA, (ii) any Plan subject to Section 4975 of the Code, and (iii) any entity whose underlying assets include Plan assets by reason of a Plan’s investment in the entity. For purposes of the 25% determination, the value of equity interests held by a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any affiliate of such person) is disregarded.

The ~~Advisor~~Employee ~~intends~~Retirement toIncome ~~operate~~Security ~~the~~Act ~~Company so that the assets~~ of ~~the Company are not considered “plan assets.” In that regard~~1974, ~~the Advisor intends to limit investments by Benefit Plan Investors to less than 25% of each class of equity of the Company~~ as ~~described~~amended ~~above. In the event that the Company’s assets would nevertheless be considered to be~~ (“~~plan assets,~~ERISA”) and the ~~Subscription~~Code ~~Agreement~~impose ~~authorizes~~restrictions ~~the~~on ~~Advisor~~certain ~~and~~transactions ~~requires~~involving ~~ERISA~~(i) employee ~~Partners~~benefit plans (as defined in ~~the Subscription Agreement~~Section 3(3) ~~to take certain actions to alleviate the effect~~ of ~~such~~ERISA) ~~determination,~~that ~~including~~are asubject ~~sale of shares~~ to ~~other~~Title ~~Stockholders~~I ~~or a third party (with the consent~~ of ~~the Advisor)~~ERISA, ~~the reduction of stockholders’ capital contributions~~ (~~“Capital Contributions”~~ii) plans bysubject ~~ERISA~~to ~~Partners~~Section 4975 ~~or the redemption~~ of ~~all or a portion of~~ the ~~Stockholder’s~~Code, ~~shares~~including, soamong ~~that~~others, ~~participation~~individual byretirement ~~Benefit~~accounts ~~Plan~~and ~~Investors~~Keogh ~~does~~plans, ~~not~~and ~~exceed 25% of~~ (iii) any ~~class~~entities ofwhose ~~equity~~underlying ~~of the Company as described above. If, notwithstanding the Advisor’s intent to the contrary, the~~ assets ofinclude ~~the Company were to be considered “~~plan assets,” ~~the~~by ~~obligations~~reason ~~and other responsibilities~~ of ~~Plan~~such ~~sponsors,~~employee ~~Plan~~benefit ~~fiduciaries~~plan’s ~~and~~or ~~Plan~~plan’s ~~administrators,~~investment ~~and~~in ofsuch ~~“parties~~entities inor ~~interest”~~otherwise ~~and~~(collectively “~~disqualified persons~~Plans”). ~~(as defined under~~ ERISA and the ~~Code),~~rules ~~under Parts 1~~ and 4regulations of ~~Subtitle~~the BU.S. ofDepartment ~~Title I~~ of ~~ERISA~~Labor ~~and~~promulgated ~~Section 4975~~thereunder ofcontain ~~the~~provisions ~~Code,~~that asshould ~~applicable, may~~ be ~~expanded,~~considered ~~and~~by ~~there~~fiduciaries ~~may~~of bethose anPlans ~~increase~~and in their ~~liability~~legal ~~under these and other provisions of ERISA and the Code (except to the extent (if any) that a favorable statutory or administrative exemption or exception applies)~~advisors.

~~Reporting~~Fiduciary ~~of Indirect Compensation~~Duty.

~~The~~Fiduciaries ~~descriptions~~that ~~contained~~are ~~herein~~considering ofan ~~fees~~investment ~~and~~in ~~compensation, including~~ the ~~Management~~Company ~~Fee~~should ~~payable~~consider, toamong ~~the~~other ~~Advisor~~things, ~~are~~the ~~intended~~applicability toof ~~satisfy~~ the ~~disclosure~~prohibited ~~requirements~~transaction ~~for~~provisions ~~“eligible~~of ~~indirect~~ERISA ~~compensation”~~and ~~for~~Section 4975 ~~which~~of the ~~alternative~~Code ~~reporting~~to ~~option~~such onan ~~Schedule~~investment Cand ofconfirm ~~Form~~that ~~5500~~such ~~Annual~~investment ~~Return/Report may be available. The Advisor~~ will, ~~upon~~not ~~written~~constitute ~~request,~~or ~~furnish~~result ~~any other information relating to the Advisor’s compensation received~~ in ~~connection with the Company that is required for~~ a ~~Plan~~prohibited ~~investor~~transaction toor ~~comply~~any ~~with~~other ~~the~~violation ~~reporting~~of ~~and~~an ~~disclosure~~applicable ~~requirements~~requirement of ~~Title I of~~ ERISA ~~and the regulations, forms and schedules issued thereunder~~.

12Plan Assets.

~~Table~~Under Section 3(42) of ~~Contents~~ERISA and regulations issued by the U.S. Department of Labor (as modified by Section 3(42), the “Plan Asset Regulation”), the assets of the Company will be treated as plan assets if participation by Benefit Plan Investors equals or exceeds 25% of any class of equity of the Company. The term “Benefit Plan Investor” is defined as (i) any employee benefit plan (as defined in Section 3(3) of ERISA), subject to the provisions of Title I of ERISA, (ii) any Plan subject to Section 4975 of the Code, and (iii) any entity whose underlying assets include Plan assets by reason of a Plan’s investment in the entity. Under ERISA, an entity described in clause (iii) will for various purposes be deemed to hold plan assets only to the extent of the percentage of the equity interests in the entity held by other Benefit Plan Investors. For purposes of the 25% determination, the value of equity interests held by a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets (or any affiliate of such person) is disregarded.

~~Governmental~~The Advisor intends to operate the Company so that the assets of the Company are not considered “plan assets.” In that regard, ~~Church~~the Advisor intends to limit investment by Benefit Plan Investors to less than 25% of each class of equity of the Company as described above, based upon assurances provided by investors. In the event that the Company’s assets could nevertheless be considered to be “plan assets,” the Subscription Agreement authorizes the Advisor and ~~Non-U~~requires ERISA Partners (as defined in the Subscription Agreement) to take certain actions to alleviate the effect of such determination, including a sale of shares to other Stockholders or a third party (with the consent of the Advisor), the reduction of stockholders’ capital contributions (“Capital Contributions”) by ERISA Partners or the redemption of all or a portion of the Stockholder’s shares, so that participation by Benefit Plan Investors does not exceed 25% of any class of equity of the Company as described above.S If, notwithstanding the Advisor’s intent to the contrary, the assets of the Company were to be considered “plan assets,” the obligations and other responsibilities of Plan sponsors, Plan fiduciaries and Plan administrators, and of “parties in interest” and “disqualified persons” (as defined under ERISA and the Code), under Parts 1 and 4 of Subtitle B of Title I of ERISA and Section 4975 of the Code, as applicable, may be expanded, and there may be an increase in their liability under these and other provisions of ERISA and the Code (except to the extent (if any) that a favorable statutory or administrative exemption or exception applies). ~~Plans~~In the event that certain requirements under ERISA are satisfied such that the Shares would be considered a “publicly-offered security” for purposes of ERISA, then the assets of the Company would not be considered plan assets regardless of the level of participation of Benefit Plan Investors.

~~Governmental~~14 plans, certain church plans and non-U.S. and certain other plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to Federal, state, local, non-U.S. or other laws and regulations that are similar to such provisions of ERISA and the Code. This discussion does not address any such plans, and fiduciaries of such plans should consult with their counsel before purchasing any interests in the Company.

~~Regulation~~Reporting asof aIndirect ~~Business~~Compensation. ~~Development Company~~

~~General~~The descriptions contained herein of fees and compensation, including the Management Fee payable to the Advisor, are intended to satisfy the disclosure requirements for “eligible indirect compensation” for which the alternative reporting option on Schedule C of Form 5500 Annual Return/Report may be available. The Advisor will, upon written request, furnish any other information relating to the Advisor’s compensation received in connection with the Company that is required for a Plan investor to comply with the reporting and disclosure requirements of Title I of ERISA and the regulations, forms and schedules issued thereunder.

AGovernmental, ~~BDC~~Church ~~must be organized in the United States for the purpose of investing in or lending to primarily private companies~~ and ~~making significant managerial assistance available to them~~Non-U.S. ~~As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements~~Plans.

~~SEC~~Governmental ~~Reporting~~plans, certain church plans and non-U.S. and certain other plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to federal, state, local, non-U.S. or other laws and regulations that are similar to such provisions of ERISA and the Code. This discussion does not address any requirements that may be applicable to employee benefit plans other than ERISA or Section 4975 of the Code, and fiduciaries of such plans should consult with their counsel before purchasing any interests in the Company.

~~The~~Regulation ~~Company~~as isa ~~subject~~Business toDevelopment ~~the~~Company ~~reporting requirements of the Exchange Act, which includes annual and periodic reporting requirements.~~

~~Governance~~General

~~The~~A ~~Company~~BDC ismust abe ~~corporation~~organized ~~and,~~in asthe ~~such,~~United isStates ~~governed~~for bythe apurpose ~~board~~ of ~~directors.~~investing ~~The~~in ~~board~~or oflending ~~directors is constituted as a classified board, subject~~ to ~~removal~~primarily ~~only~~private ~~for~~companies ~~cause~~and bymaking ~~holders~~significant ofmanagerial aassistance ~~majority~~available ofto ~~the Company’s outstanding voting securities~~them. ~~The~~As ~~1940~~with ~~Act requires that a majority of the Company’s directors be persons~~ other ~~than~~companies ~~“interested~~regulated ~~persons,”~~by ~~as that term is defined in~~ the 1940 Act~~. In addition~~, ~~the 1940 Act provides that the Company may not change the nature of its business so as to cease to be, or to withdraw its election as,~~ a BDC ~~unless~~must ~~approved~~adhere byto ~~the~~certain ~~holders~~substantive ofregulatory ~~a majority of the outstanding voting securities~~requirements.

~~1940~~SEC ~~Act~~Reporting ~~Ownership Restrictions~~

The Company ~~does~~is ~~not~~subject ~~intend~~ to ~~acquire securities issued by any investment company that exceed~~ the ~~limits~~reporting ~~imposed~~requirements byof the ~~1940~~Exchange Act~~. Under these limits~~, ~~except~~which ~~for~~includes ~~registered~~annual ~~money~~and ~~market~~periodic ~~funds,~~reporting a BDC generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of its total assets in the securities of one investment company or invest more than 10% of the value of its total assets in the securities of investment companies in the aggregaterequirements. ~~Subject to certain exemptive rules, including Rule 12d1-4, the Company may, subject to certain conditions, invest in other investment companies in excess of such thresholds.~~

~~Qualifying~~Governance ~~Assets~~

The Company ~~may~~is ~~invest~~a upcorporation and, as such, is governed by a board of directors. The board of directors is constituted as a classified board, subject to ~~100%~~removal only for cause by holders of ~~its~~a ~~assets~~majority inof the Company’s outstanding voting securities. ~~acquired~~The ~~directly~~1940 ~~from~~Act requires that a majority of the Company’s directors be persons other than “interested persons,” ~~and/or~~as ~~loans~~that ~~originated~~term ~~directly~~is defined in the 1940 Act. In addition, the 1940 Act provides that the Company may not change the nature of its business so as to cease to be, ~~issuers~~or into ~~privately-negotiated~~withdraw ~~transactions~~its election as, a BDC unless approved by the holders of a majority of the outstanding voting securities.

~~Under the~~ 1940 Act, aOwnership ~~BDC~~Restrictions may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made and after giving effect to such acquisition, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to the Company’s business are the following:

•The ~~Securities~~Company ~~purchased~~does innot ~~transactions~~intend ~~not~~to ~~involving~~acquire securities issued by any ~~public~~investment ~~offering~~company ~~from~~that exceed the ~~issuer~~limits ofimposed ~~such~~by ~~securities~~the 1940 Act. Under these limits, ~~which~~except ~~issuer~~for ~~(subject~~registered tomoney ~~certain~~market ~~limited~~funds, ~~exceptions)~~a isBDC angenerally ~~“eligible~~cannot ~~portfolio~~acquire ~~company”~~more ~~(as~~than ~~defined~~3% inof the ~~1940~~voting ~~Act),~~stock orof ~~from~~ any ~~person~~investment ~~who is~~company, orinvest ~~has~~more ~~been~~than ~~during~~5% of the ~~preceding~~value 13of ~~months,~~its antotal ~~affiliated~~assets ~~person~~in ofthe ansecurities ~~eligible~~of ~~portfolio~~one investment company, or ~~from~~invest ~~any~~more ~~other~~than ~~person,~~10% ~~subject~~of tothe ~~such~~value ~~rules~~of asits ~~may~~total beassets ~~prescribed~~in bythe securities of investment companies in the ~~SEC~~aggregate. AnSubject ~~eligible~~to ~~portfolio~~certain ~~company~~exemptive isrules, ~~defined~~including inRule 12d1-4, the ~~1940~~Company ~~Act~~may, assubject ~~any~~to ~~issuer~~certain ~~which:~~conditions, invest in other investment companies in excess of such thresholds.

•Qualifying isAssets ~~organized under the laws of, and has its principal place of business in, the United States;~~

•The isCompany ~~not~~may aninvest ~~investment~~up ~~company~~to ~~(other~~100% ~~than~~of aits ~~small~~assets ~~business~~in ~~investment~~securities ~~company~~acquired ~~wholly~~directly ~~owned~~from, ~~by the Company)~~ and/or aloans ~~company~~originated ~~that~~directly ~~would~~to, beissuers anin ~~investment~~privately-negotiated ~~company~~transactions. ~~but for certain exclusions under the 1940 Act; and~~

•Under ~~satisfies~~the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made and after giving effect to such acquisition, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to the Company’s business are the following:

• 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 in the 1940 Act), or from any person who is, or has been during the preceding 13 months, an ~~equity~~affiliated ~~capitalization~~person of ~~less~~an ~~than~~eligible ~~$250~~portfolio ~~million~~company, or ~~does~~from ~~not~~any ~~have~~other ~~any~~person, ~~class~~subject ofto ~~securities~~such ~~listed~~rules onas amay ~~national~~be ~~securities~~prescribed ~~exchange;~~by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

13• is organized under the laws of, and has its principal place of business in, the United States;

~~Table~~15 ~~of Contents~~

• is ~~controlled~~not byan ainvestment ~~BDC~~company or(other athan ~~group of companies including~~ a ~~BDC,~~small ~~the~~business ~~BDC~~investment ~~actually~~company ~~exercises~~wholly aowned ~~controlling~~by ~~influence over~~ the ~~management~~Company) or ~~policies~~a ~~of the eligible portfolio~~ company, ~~and,~~that aswould abe ~~result thereof, the BDC has~~ an ~~affiliated~~investment ~~person~~company ~~who~~but isfor acertain ~~director~~exclusions ofunder the ~~eligible~~1940 ~~portfolio company~~Act; orand

• issatisfies aany ~~small and solvent company having total assets~~ of ~~not~~the ~~more than $4 million and capital and surplus of not less than $2 million.~~following:

• ~~Securities~~has an equity capitalization of less than $250 million or does not have any ~~eligible~~class ~~portfolio~~of ~~company~~securities ~~that~~listed ~~the~~on ~~Company~~a ~~controls.~~national securities exchange;

• ~~Securities~~is ~~purchased~~controlled inby a ~~private~~BDC ~~transaction~~or ~~from~~ a ~~U.S.~~group ~~issuer~~of ~~that~~companies isincluding ~~not~~a anBDC, ~~investment~~the ~~company~~BDC oractually ~~from~~exercises ana ~~affiliated~~controlling ~~person~~influence ofover the ~~issuer,~~management or inpolicies ~~transactions~~of ~~incident thereto, if~~ the ~~issuer~~eligible isportfolio incompany, ~~bankruptcy~~ and, ~~subject~~as toa ~~reorganization~~result ~~or if the issuer~~thereof, ~~immediately prior to~~ the ~~purchase~~BDC ofhas ~~its~~an ~~securities~~affiliated ~~was~~person ~~unable~~who tois ~~meet~~a ~~its~~director ~~obligations~~of asthe ~~they~~eligible ~~came~~portfolio ~~due~~company; ~~without material assistance other than conventional lending~~ or ~~financing arrangements.~~

• ~~Securities~~is ofa ansmall ~~eligible~~and ~~portfolio~~solvent company ~~purchased~~having ~~from~~total ~~any~~assets ~~person~~of innot amore ~~private~~than ~~transaction~~$4 ifmillion ~~there~~and iscapital ~~no ready market for such securities~~ and ~~the~~surplus ~~Company already owns 60%~~ of ~~the~~not ~~outstanding~~less ~~equity~~than of$2 ~~the eligible portfolio company~~million.

• Securities ~~received~~of inany ~~exchange~~eligible ~~for~~portfolio orcompany ~~distributed~~that ~~on or with respect to securities described above, or pursuant to~~ the ~~exercise~~Company ~~of options, warrants or rights relating to such securities~~controls.

• ~~Cash,~~Securities ~~cash~~purchased ~~equivalents,~~in ~~“U.S.~~a ~~Government~~private ~~securities”~~transaction ~~(as~~from ~~defined~~a inU.S. ~~the~~issuer ~~1940~~that ~~Act~~is tonot ~~mean~~an ~~any~~investment ~~security~~company ~~issued~~ or ~~guaranteed~~from asan toaffiliated ~~principal~~person orof ~~interest by~~ the ~~United States~~issuer, or byin atransactions ~~person~~incident ~~controlled~~thereto, orif ~~supervised~~the byissuer ~~and~~is ~~acting~~in asbankruptcy anand ~~instrumentality~~subject ofto ~~the~~reorganization ~~government~~or ofif the ~~United~~issuer, ~~States~~immediately ~~pursuant~~prior to ~~authority granted by~~ the ~~Congress~~purchase of ~~the~~its ~~United~~securities ~~States,~~was orunable ~~any~~to ~~certificate~~meet ofits ~~deposit~~obligations ~~for~~as ~~any~~they ofcame ~~the~~due ~~foregoing)~~without ormaterial ~~high-quality~~assistance ~~debt~~other ~~securities~~than ~~maturing~~conventional inlending ~~one year~~ or ~~less~~financing ~~from the time of investment~~arrangements.

~~Limitations~~• onSecurities ~~Leverage~~of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company.

As• aSecurities ~~BDC,~~received ~~the~~in ~~Company~~exchange ~~generally must have at least 150% asset coverage~~ for ~~its~~or ~~debt~~distributed ~~after~~on ~~incurring~~or ~~any~~with ~~new~~respect ~~indebtedness,~~to ~~meaning~~securities ~~that~~described ~~the total value of the Company’s assets~~above, ~~less~~or ~~existing~~pursuant ~~debt,~~to ~~must be at least twice~~ the ~~amount~~exercise of ~~the debt (i.e.~~options, ~~200%~~warrants ~~leverage).~~or Ifrights ~~the~~relating ~~Company is licensed as an SBIC, the limitations on leverage applicable~~ to ~~BDCs~~such ~~under the 1940 Act may be exceeded~~securities. Except to the extent permitted by applicable law, the Company will include all of its wholly-owned direct and indirect subsidiaries or SPVs with the Company’s assets and liabilities for purposes of calculating the asset coverage ratio.

~~Managerial~~• ~~Assistance~~Cash, cash equivalents, “U.S. Government securities” (as defined in the 1940 Act to ~~Portfolio~~mean ~~Companies~~any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States, or any certificate of deposit for any of the foregoing) or high-quality debt securities maturing in one year or less from the time of investment.

ALimitations ~~BDC~~on ~~must~~Leverage be operated for the purpose of making investments in the types of securities described in “—Qualifying Assets” 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. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, 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.

~~Temporary~~As ~~Investments~~a BDC, the Company generally must have at least 150% asset coverage for its debt after incurring any new indebtedness, meaning that the total value of the Company’s assets, less existing debt, must be at least twice the amount of the debt (i.e., 200% leverage). If the Company is licensed as an SBIC, the limitations on leverage applicable to BDCs under the 1940 Act may be exceeded. Except to the extent permitted by applicable law, the Company will include all of its wholly-owned direct and indirect subsidiaries or SPVs with the Company’s assets and liabilities for purposes of calculating the asset coverage ratio.

AsManagerial aAssistance BDC, pending investment in other types of “qualifying assets,” as described above, the Company’s investments may 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, ~~collectively,~~Portfolio asCompanies temporary investments, such that at least 70% of the Company’s assets are qualifying assets. Typically, the Company will invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or in repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by a Stockholder, such as the Company, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of the Company’s assets that may be invested in such repurchase agreements. However, certain diversification tests in order to qualify as a RIC for federal income tax purposes will typically require the Company to limit the amount it invests with any one counterparty.

~~Senior~~A ~~Securities~~BDC must be operated for the purpose of making investments in the types of securities described in “— Qualifying Assets” 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. Where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, 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.

AsTemporary aInvestments corporation, the Company will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to its Common Stock if the Company’s asset coverage, as defined in the 1940 Act, is at least equal to 150% for indebtedness and 200% for preferred equity immediately after each such issuance. In addition, while any preferred stock or publicly traded debt securities are outstanding, the Company may be prohibited from making distributions to its Stockholders or the repurchasing of such securities or shares unless it meets the applicable asset coverage ratios at the time of the distribution or repurchase. The Company may

14As a BDC, pending investment in other types of “qualifying assets,” as described above, the Company’s investments may 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, collectively, as temporary investments, such that at least 70% of the Company’s assets are qualifying assets. Typically, the Company will invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or in repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by a Stockholder, such as the Company, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of the Company’s assets that may be invested in such repurchase agreements. However, certain diversification tests in order to qualify as a RIC for federal income tax purposes will typically require the Company to limit the amount it invests with any one counterparty.

~~Table~~16 ~~of Contents~~

~~also~~Senior ~~borrow~~Securities amounts up to 5% of the value of its total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see, e.g., “Risk Factors – Borrowing and Derivative Risk.” The 1940 Act imposes limitations on a BDC’s issuance of preferred shares, which are considered “senior securities” subject to the 150% asset coverage requirement described above. In addition, (i) preferred shares must have the same voting rights as the Stockholders (one share one vote); and (ii) preferred Stockholders must have the right, as a class, to appoint directors to the board of directors.

~~Code~~As a corporation, the Company will be permitted, under specified conditions, to issue multiple classes of ~~Ethics~~indebtedness and one class of stock senior to its Common Stock if the Company’s asset coverage, as defined in the 1940 Act, is at least equal to 150% for indebtedness and 150% for preferred equity immediately after each such issuance. In addition, while any preferred stock or publicly traded debt securities are outstanding, the Company may be prohibited from making distributions to its Stockholders or the repurchasing of such securities or shares unless it meets the applicable asset coverage ratios at the time of the distribution or repurchase. The Company may also borrow amounts up to 5% of the value of its total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see, e.g., “Risk Factors – Borrowing and Derivative Risk.” The 1940 Act imposes limitations on a BDC’s issuance of preferred shares, which are considered “senior securities” subject to the 150% asset coverage requirement described above. In addition, (i) preferred shares must have the same voting rights as the Stockholders (one share one vote); and (ii) preferred Stockholders must have the right, as a class, to appoint directors to the board of directors.

~~As a BDC, the Company and the Advisor have adopted a~~ Code of Ethics pursuant to the requirements of the 1940 Act and the Advisers Act. These Codes of Ethics permit personnel to invest in securities, including securities that may be purchased or held by the Company, and such personnel may, from time to time, invest in securities held by the Company subject to the requirements established in the Codes of Ethics.

~~Anti-Takeover~~As ~~Measures~~a BDC, the Company and the Advisor have adopted a Code of Ethics pursuant to the requirements of the 1940 Act and the Advisers Act. These Codes of Ethics permit personnel to invest in securities, including securities that may be purchased or held by the Company, and such personnel may, from time to time, invest in securities held by the Company subject to the requirements established in the Codes of Ethics.

State corporate law as well as the Company’s Certificate of Incorporation and Bylaws include provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company by means of a tender offer, proxy contest or otherwise or to change the composition of the Company’s Board. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to negotiate first with the Board. These measures, however, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of the Company’s Stockholders and could have the effect of depriving Stockholders of an opportunity to sell their shares at a premium over prevailing market prices. Such attempts could have the effect of increasing the Company’s expenses and disrupting its normal operation. Until the consummation of an IPO, the Company will continue its investment activities and operations as a privately held BDC whose shares are subject to transfer restrictions. Accordingly, these antiAnti-~~takeover~~Takeover ~~measures~~Measures ~~will have limited practical effect until such time as the Company consummates an IPO.~~

~~Compliance~~State ~~Policies~~corporate law as well as the Company’s Certificate of Incorporation and ~~Procedures~~Bylaws include provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company by means of a tender offer, proxy contest or otherwise or to change the composition of the Company’s Board. These provisions are expected to discourage certain coercive takeover practices and ~~Other~~inadequate ~~Considerations~~takeover bids and to encourage persons seeking to acquire control of the Company to negotiate first with the Board. These measures, however, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of the Company’s Stockholders and could have the effect of depriving Stockholders of an opportunity to sell their shares at a premium over prevailing market prices. Such attempts could have the effect of increasing the Company’s expenses and disrupting its normal operation. Until the consummation of an IPO, the Company will continue its investment activities and operations as a privately held BDC whose shares are subject to transfer restrictions. Accordingly, these anti-takeover measures will have limited practical effect until such time as the Company consummates an IPO.

AsCompliance aPolicies ~~BDC, the Company will not generally be able to issue~~ and ~~sell~~Procedures ~~its Common Stock at a price below net asset value per share. It may, however, issue~~ and ~~sell~~Other ~~its~~Considerations Common Stock, at a price below the current net asset value of the Common Stock, or issue and sell warrants, options or rights to acquire such Common Stock, at a price below the current net asset value of the Common Stock if the Company’s Board determines that such sale is in the Company’s best interest and in the best interests of its Stockholders, and its Stockholders have approved the policy and practice of making such sales within the preceding 12 months. In any such case, the price at which the securities are to be issued and sold may not be less than a price that, in the determination of the Board, closely approximates the market value of such securities.

As a BDC, the Company ~~may~~will ~~also~~not generally be ~~prohibited~~able ~~under~~to ~~the~~issue ~~1940~~and ~~Act~~sell ~~from~~its ~~knowingly~~Common ~~participating~~Stock inat ~~certain~~a ~~transactions~~price ~~with~~below ~~its~~net ~~affiliates,~~asset ~~including~~value ~~the~~per ~~Company’s~~share. ~~officers,~~It ~~directors~~may, ~~investment adviser~~however, ~~principal~~issue ~~underwriters~~ and ~~certain~~sell ofits ~~their~~Common ~~affiliates~~Stock, ~~without~~at a price below the ~~prior~~current ~~approval~~net asset value of the ~~members~~Common ofStock, ~~Board~~or ~~who~~issue ~~are~~and ~~not~~sell ~~interested~~warrants, ~~persons~~options ~~and,~~or inrights ~~some~~to ~~cases~~acquire such Common Stock, ~~prior~~at ~~approval~~a byprice below the ~~SEC~~current ~~through~~net anasset ~~exemptive~~value ~~order~~of ~~(other~~the ~~than~~Common ~~pursuant~~Stock toif ~~current~~the ~~regulatory~~Company’s ~~guidance).~~Board ~~The~~determines that such sale is in the Company’s best interest and in the ~~Advisor~~best ~~applied~~interests ~~for~~of anits ~~exemptive~~Stockholders, ~~order~~and ~~from~~its Stockholders have approved the ~~SEC~~policy ~~that~~and ~~permits~~practice of making such sales within the ~~Company~~preceding to12 ~~co-invest~~months. ~~with~~In ~~certain~~any ~~PIMCO~~such ~~accounts~~case, ~~and~~the ~~other~~price ~~affiliates~~at ofwhich the ~~Advisor.~~securities ~~Subject~~are to ~~the~~be ~~terms~~issued and ~~conditions~~sold ~~specified~~may innot ~~the~~be ~~exemptive~~less ~~order,~~than ~~the~~a ~~Company~~price isthat, ~~able~~in tothe ~~co-invest~~determination ~~alongside~~of ~~certain~~the ~~PIMCO~~Board, ~~accounts~~closely orapproximates ~~affiliates~~the market value of ~~the~~such ~~Advisor~~securities.

As a BDC, the Company ~~expects~~may toalso be ~~periodically~~prohibited ~~examined~~under the 1940 Act from knowingly participating in certain transactions with its affiliates, including the Company’s officers, directors, investment adviser, principal underwriters and certain of their affiliates, without the prior approval of the members of Board who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than pursuant to current regulatory guidance). The Company and the Advisor applied for ~~compliance~~an exemptive order from the SEC that permits the Company to co-invest with certain PIMCO accounts and other affiliates of the ~~1940~~Advisor. ~~Act~~Subject to the terms and conditions specified in the exemptive order, the Company is able to co-invest alongside certain PIMCO accounts or affiliates of the Advisor.

As a BDC, the Company ~~will~~expects ~~be required~~ to ~~provide~~be ~~and~~periodically ~~maintain~~examined ~~a bond issued~~ by athe ~~reputable~~SEC ~~fidelity~~for ~~insurance~~compliance ~~company~~with ~~to protect~~ the ~~Company~~1940 ~~against larceny and embezzlement~~Act.

~~The~~As ~~Advisor has relief from registration with the CFTC as~~ a ~~CPO with respect to the Company~~BDC, ~~and~~ the ~~Advisor is exempt from registration with the CFTC as a CTA with respect to the~~ Company ~~and~~ will ~~therefore not~~ be required to provide ~~Stockholders~~and ~~with~~maintain ~~certified~~a ~~annual~~bond ~~reports~~issued ~~and~~by ~~other~~a ~~disclosure~~reputable ~~documents~~fidelity ~~that~~insurance ~~satisfy~~company ~~the~~to ~~requirements~~protect ofthe ~~CFTC~~Company ~~rules~~against ~~applicable~~larceny ~~to registered CPOs~~ and ~~CTAs~~embezzlement.

The ~~Company~~Advisor ~~and~~has ~~the~~relief ~~Advisor~~from ~~will~~registration ~~adopt~~with ~~and~~the ~~implement~~CFTC ~~written~~as ~~policies~~a ~~and~~CPO ~~procedures~~with ~~reasonably~~respect ~~designed~~ to ~~prevent~~the ~~violation~~Company, ofand the ~~federal~~Advisor ~~securities~~is ~~laws.~~exempt Asfrom aregistration ~~BDC,~~with the ~~Company~~CFTC ~~will~~as bea ~~required~~CTA towith ~~review~~respect ~~these~~to ~~compliance~~the ~~policies~~Company and ~~procedures~~will ~~annually~~therefore ~~for~~not ~~their~~be ~~adequacy~~required ~~and~~to ~~the~~provide ~~effectiveness~~Stockholders ofwith ~~their~~certified ~~implementation~~annual reports and ~~designate~~other adisclosure ~~chief~~documents ~~compliance~~that ~~officer~~satisfy tothe berequirements ~~responsible~~of ~~for~~CFTC ~~administering~~rules ~~the~~applicable ~~policies~~to registered CPOs and ~~procedures~~CTAs.

1517

~~Table~~The Company and the Advisor will adopt and implement written policies and procedures reasonably designed to prevent violation of ~~Contents~~the federal securities laws. As a BDC, the Company will be required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect the Company. For example:

•

pursuant to Rule 13a-14 of the Exchange Act, the President and Chief Financial Officer must certify the accuracy of the financial statements contained in the Company’s periodic reports;

•

pursuant to Item 307 of Regulation S-K, the Company’s periodic reports must disclose the Company’s conclusions about the effectiveness of the Company’s disclosure controls and procedures;

• pursuant to Rule 13a-15 of the Exchange Act, subject to applicable transition periods, the Company’s management must prepare an annual report regarding its assessment of the Company’s internal control over financial reporting and (~~once~~following the later of (i) the year following the Company’s ~~ceases~~first annual report required to be filed with the SEC, (ii) the date the Company is no longer an emerging growth company under ~~the~~ Jumpstart Our Business Startups ~~Acct~~Act (“JOBS Act”), or, if(iii) ~~later, for~~ the ~~year~~date ~~following~~ the Company’s ~~first~~is ~~annual~~no ~~report~~longer ~~required~~a tonon-accelerated ~~be filed with the SEC~~filer) must obtain an audit of the effectiveness of internal control over financial reporting performed by the Company’s independent registered public accounting firm; and

•

pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, the Company’s periodic reports must disclose whether there were significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires the Company to review the Company’s current policies and procedures to determine whether the Company will comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. The Company will continue to monitor the Company’s compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that the Company is in compliance therewith.

Emerging Growth Company

The Company is an emerging growth company as defined in the JOBS Act and is eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company could remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the consummation of an initial public offering, if any, or until the earliest of (i) the last day of the first fiscal year in which the Company has total annual gross revenue of $1.07235 billion or more, (ii) December 31 of the fiscal year in which the Company ~~become~~becomes a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act (which would occur if the market value of Common Stock held by non-affiliates exceeds $700 million, measured as of the last Business Day of the most recently completed second fiscal quarter, and the Company has been publicly reporting for at least 12 months), or (iii) the date on which the Company has issued more than $1 billion in non-convertible debt during the preceding three-year period. In addition, as an emerging growth company, the Company intends to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

“Business Day” shall mean any day other than a Saturday, Sunday or a day when banks in the State of New York are authorized or required by law, regulation or executive order to remain closed.

Proxy Voting Policies and Procedures

The Company has delegated proxy voting responsibility to the Advisor.

The Advisor has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act.

Policy Statement: The proxy voting policy is intended to foster the Advisor’s compliance with its fiduciary obligations and applicable law; the policy applies to any voting or consent rights with respect to securities held in accounts over which the Advisor has discretionary voting authority. The Proxy Policy is designed in a manner reasonably expected to confirm that voting and consent rights are exercised in the best interests of the Advisor’s clients.

~~Advisor~~18 Proxy Policy Overview: Proxies generally describe corporate action-consent rights (relative to fixed income securities) and proxy voting ballots (relative to fixed income or equity securities) as determined by the issuer or custodian. As a general matter, when the Advisor has proxy voting authority, the Advisor has a fiduciary obligation to monitor corporate events and to take appropriate action on client proxies that come to its attention. Each proxy is voted on a case-by-case basis, taking into account relevant facts and circumstances. When considering client proxies, the Advisor may determine not to vote a proxy in limited circumstances.

~~The~~ Advisor ~~will~~Proxy ~~supervise~~Policy ~~and~~Overview: ~~periodically~~Proxies ~~review~~generally ~~its~~describe corporate action-consent rights (relative to fixed income securities) and proxy voting ~~activities~~ballots ~~and~~(relative ~~the~~to ~~implementation~~fixed ofincome or equity securities) as determined by the ~~Proxy~~issuer ~~Policy~~or custodian. ~~The~~As ~~Advisor’s~~a ~~Proxy~~general ~~Policy~~matter, ~~and~~when ~~information~~the ~~about~~Advisor ~~how~~has proxy voting authority, the Advisor has a fiduciary obligation to monitor corporate events and to take appropriate action on client proxies that come to its attention. Each proxy is voted on a case-by-case basis, taking into account relevant facts and circumstances. When considering client’s proxies, isthe ~~available~~Advisor ~~upon~~may ~~request~~determine not to vote a proxy in limited circumstances.

16The Advisor will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy. The Advisor’s Proxy Policy, and information about how the Advisor voted a client’s proxies, is available upon request.

~~Table~~Reporting ofObligations ~~Contents~~

~~Reporting~~The ~~Obligations~~Company is required to comply with periodic reporting requirements under the Exchange Act, and, will make available to Stockholders annual reports containing audited financial statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and such other reports as the Company determines to be appropriate or as may be required by law. The Company is filing this Report with the SEC voluntarily with the intention of establishing the Company as a reporting company under the Exchange Act. The Company is required to comply with all reporting, proxy solicitation and other applicable requirements under the Exchange Act.

~~The~~Stockholder ~~Company~~reports isand ~~required~~other toinformation ~~comply~~about ~~with periodic reporting requirements under~~ the ~~Exchange~~Company ~~Act,~~are ~~and, will make~~ available ~~to Stockholders annual reports containing audited financial statements, quarterly reports~~ on ~~Form~~the ~~10-Q,~~EDGAR ~~current~~Database ~~reports~~ on ~~Form 8-K, and such other reports as~~ the ~~Company~~SEC’s ~~determines~~Internet towebsite beat ~~appropriate or as may be required by law~~http://www.sec.gov ~~The~~and ~~Company~~copies isof ~~filing~~ this ~~Report~~information ~~with~~may ~~the~~be ~~SEC~~obtained, ~~voluntarily~~after ~~with~~paying ~~the intention of establishing the Company as~~ a ~~reporting~~duplicating ~~company under the Exchange Act. The Company is required to comply with all reporting~~fee, ~~proxy~~by ~~solicitation~~electronic ~~and~~request ~~other~~at ~~applicable~~the ~~requirements~~following ~~under~~E-mail ~~the~~address: ~~Exchange Act~~publicinfo@sec.gov.

~~Stockholder reports and other information about the Company are available on the EDGAR Database on the SEC’s Internet site at http://www~~Item 1A.~~sec.gov~~ ~~and~~Risk ~~copies~~Factors ~~of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.~~

~~Item~~Investing 1Ain the Company’s Common Stock involves significant risks. ~~Risk~~A ~~Factors~~prospective investor should consider, among other factors, the risk factors set forth below which are subject to or, if applicable, modified by the requirements and obligations described in the Subscription Agreement before making a decision to purchase Common Stock. Additional risks and uncertainties not presently known to the Company or not presently deemed material by the Company may also impair the Company’s operations and performance. If any of the following events occur, the Company’s business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, the net asset value of the Company’s Common Stock could decline, and you may lose all or part of your investment.

~~Investing~~General inInvestment ~~the~~Risks Company’s Common Stock involves significant risks. A prospective investor should consider, among other factors, the risk factors set forth below which are subject to or, if applicable, modified by the requirements and obligations described in the Subscription Agreement before making a decision to purchase Common Stock. Additional risks and uncertainties not presently known to the Company or not presently deemed material by the Company may also impair the Company’s operations and performance. If any of the following events occur, the Company’s business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, the net asset value of the Company’s Common Stock could decline, and you may lose all or part of your investment.

~~General~~All ~~Investment~~investments, ~~Risks~~including the Company’s investments, risk the loss of capital. The Advisor believes that the Company’s investment strategy and research techniques moderate this risk through a careful selection of investments. No guarantee or representation is made (and no such guarantee or representation could be made) that the Company’s investment strategy will be successful.

~~All~~An ~~investments,~~investment ~~including~~in the Company’s ~~investments,~~is ~~risk~~illiquid. ~~the~~No ~~loss~~Stockholder ofor ~~capital.~~other ~~The~~person ~~Advisor~~holding ~~believes~~shares ~~that~~acquired ~~the~~from ~~Company’s~~a ~~investment~~Stockholder ~~strategy~~has ~~and~~the ~~research~~right ~~techniques~~to ~~moderate~~require ~~this~~the ~~risk~~Company ~~through~~to arepurchase ~~careful~~any ~~selection of investments~~shares. No ~~guarantee~~public ormarket ~~representation~~for isthe ~~made~~shares (exists, and nonone ~~such~~is ~~guarantee~~expected orto ~~representation~~develop ~~could~~in the future. Consequently, Stockholders may not be ~~made)~~able ~~that~~to ~~the~~liquidate ~~Company’s~~their investment ~~strategy~~other ~~will~~than beas ~~successful~~a result of repurchases of shares by the Company.

AnLimited ~~investment~~Operating inHistory the Company is illiquid. No Stockholder or other person holding shares acquired from a Stockholder has the right to require the Company to repurchase any shares. No public market for the shares exists, and none is expected to develop in the future. Consequently, Stockholders may not be able to liquidate their investment other than as a result of repurchases of shares by the Company.

~~Limited~~The ~~Operating~~Company ~~History~~has limited operating history. There can be no assurance that the results achieved by similar strategies managed by PIMCO or its affiliates will be achieved for the Company. Past performance should not be relied upon as an indication of future results. Moreover, the Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that it will not achieve its investment objectives and that the value of a Stockholder’s investment could decline substantially or that the Stockholder will suffer a complete loss of its investment in the Company.

~~The~~Members ~~Company~~of ~~has~~the management team have limited ~~operating~~prior ~~history.~~experience ~~There~~managing ~~can~~a beBDC nofor ~~assurance~~the ~~that~~Advisor, and the ~~results~~investment ~~achieved~~philosophy and techniques used by ~~similar~~the ~~strategies~~Advisor ~~managed~~to manage a BDC may differ from the investment philosophy and techniques previously employed by ~~PIMCO~~the orAdvisor, its affiliates, ~~will~~and bethe ~~achieved~~members ~~for~~of the ~~Company~~management team in identifying and managing past investments. ~~Past~~In ~~performance~~addition, ~~should~~the ~~not~~1940 beAct ~~relied~~and ~~upon~~the asCode animpose ~~indication~~numerous constraints on the operations of ~~future~~BDCs ~~results~~and RICs that do not apply to the other types of investment vehicles. ~~Moreover~~For example, under the ~~Company~~1940 isAct, ~~subject~~BDCs are required to ~~all~~invest at least 70% of ~~the~~their ~~business~~total ~~risks~~assets ~~and~~primarily ~~uncertainties~~in ~~associated~~securities ~~with~~of ~~any~~qualifying ~~new~~U.S. ~~business,~~private ~~including~~companies ~~the~~or ~~risk~~thinly ~~that~~traded itpublic ~~will~~companies, ~~not~~cash, ~~achieve~~cash ~~its~~equivalents, ~~investment~~U.S. ~~objectives~~government securities and other high-quality debt investments that mature in one year or less from the ~~value~~time of ainvestment. ~~Stockholder~~The Advisor’s ~~investment~~and ~~could~~the ~~decline~~members ~~substantially~~of orthe ~~that~~management ~~the~~team’s ~~Stockholder~~limited ~~will~~experience ~~suffer~~in managing a ~~complete~~portfolio ~~loss~~of assets under such constraints may hinder their respective ability to take advantage of ~~its~~attractive investment inopportunities and, as a result, achieve the Company’s investment objectives.

~~Members~~Operational ofRisks the management team have limited prior experience managing a BDC for the Advisor, and the investment philosophy and techniques used by the Advisor to manage a BDC may differ from the investment philosophy and techniques previously employed by the Advisor, its affiliates, and the members of the management team in identifying and managing past investments. In addition, the 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to the other types of investment vehicles. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private companies or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less from the time of investment. The Advisor’s and the members of the management team’s limited experience in managing a portfolio of assets under such constraints may hinder their respective ability to take advantage of attractive investment opportunities and, as a result, achieve the Company’s investment objectives.

In addition to the risks associated with PIMCO’s implementation of the Company’s investment program, the Company also is subject to operational risk associated with the provision of investment management and other services to the Company by PIMCO and the Company’s other Service Providers (defined below). Operational ~~Risks~~risk is the risk that deficiencies in PIMCO’s internal systems (including

In19 addition to the risks associated with PIMCO’s implementation of the Company’s investment program, the Company also is subject to operational risk associated with the provision of investment management and other services to the Company by PIMCO and the Company’s other Service Providers (defined below). Operational risk is the risk that deficiencies in PIMCO’s internal systems (including communications and information systems) or controls, or in those of a Service Provider to whom PIMCO has contractually delegated certain of its responsibilities, may cause losses for the Company or hinder Company operations. Operational risk results from inadequate procedures and controls, employee fraud, record-keeping error, human error, and/or system failures by PIMCO or a Service Provider. For example, trading delays or errors caused by PIMCO could prevent the Company from purchasing a security that PIMCO expects will appreciate in value, thus reducing the Company’s opportunity to benefit from the security’s appreciation. PIMCO is generally not contractually liable to the Company for operational losses associated with operational risk.

~~“Service~~ communications ~~Providers”~~and ~~include~~information ~~consultants~~systems) or controls, ~~advisors~~or in those of a Service Provider to whom PIMCO has contractually delegated certain of its responsibilities, ~~transaction~~may ~~finders~~cause losses for the Company or ~~sourcers,~~hinder ~~operating~~Company ~~partners,~~operations. ~~loan~~Operational ~~and~~risk ~~other~~results ~~servicers,~~from ~~loan~~inadequate procedures and ~~other originators~~controls, ~~collateral~~employee ~~managers~~fraud, ~~program~~record-keeping ~~managers~~error, ~~property~~human error, and/or ~~other~~system ~~asset~~failures ~~managers~~by PIMCO or a Service Provider. For example, ~~leasing~~trading ~~agents~~delays or errors caused by PIMCO could prevent the Company from purchasing a security that PIMCO expects will appreciate in value, ~~asset~~thus ~~monitors~~reducing ~~and~~the Company’s opportunity to benefit from the security’s appreciation. PIMCO is generally not contractually liable to the Company for operational losses associated with operational risk.

17“Service Providers” include consultants, advisors, transaction finders or sourcers, operating partners, loan and other servicers, loan and other originators, collateral managers, program managers, property and other asset managers, leasing agents, asset monitors and administrators (including copyright administrators), developers, project managers, investment bankers, brokers, accountants, valuation agents, waterfall agents, calculation agents, paying agents, billing and collection agents, trustees, master servicers, software providers, tax preparers and consultants, analytic service providers, technology professionals, pricing/modeling service providers, insurance providers, legal counsel, appraisers, industry or sector experts, joint venture partners and development partners, regulatory and compliance service providers, contract employees, outside legal counsel and/or temporary employees (as well as secondees of any of the foregoing), and other persons providing similar types of services, whether working onsite at PIMCO offices or offsite.

~~Table~~Investment ofand ~~Contents~~Market Risk

~~administrators~~The ~~(including~~market ~~copyright~~price ~~administrators),~~of ~~developers,~~securities ~~project~~owned ~~managers,~~by ~~investment~~the ~~bankers,~~Company ~~brokers,~~may ~~accountants,~~go ~~valuation~~up ~~agents~~or down, ~~waterfall~~sometimes ~~agents,~~rapidly ~~calculation~~or ~~agents,~~unpredictably. ~~paying~~Securities ~~agents,~~may ~~billing~~decline ~~and~~in ~~collection~~value ~~agents,~~due ~~trustees,~~to ~~master~~factors ~~servicers,~~affecting ~~software~~securities ~~providers,~~markets ~~tax~~generally ~~preparers~~or ~~and~~particular ~~consultants,~~industries ~~analytic~~represented ~~service~~in ~~providers,~~the ~~technology~~securities ~~professionals,~~markets. ~~pricing/modeling~~The ~~service~~value ~~providers,~~of ~~insurance~~a ~~providers,~~security ~~legal~~may ~~counsel,~~decline ~~appraisers~~due to general market conditions that are not specifically related to a particular company, ~~industry~~such as real or ~~sector~~perceived ~~experts~~adverse economic conditions, ~~joint~~changes ~~venture~~in ~~partners~~the ~~and~~general ~~development~~outlook ~~partners~~for corporate earnings, ~~regulatory~~changes ~~and~~in ~~compliance~~interest ~~service~~or ~~providers~~currency rates, ~~contract~~adverse ~~employees,~~changes ~~outside~~to ~~legal~~credit ~~counsel~~markets ~~and/~~or ~~temporary~~adverse ~~employees~~investor ~~(as~~sentiment ~~well~~generally. asThe ~~secondees~~value of ~~any~~a ofsecurity ~~the~~may ~~foregoing)~~also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and ~~other~~competitive ~~persons~~conditions ~~providing~~within ~~similar~~an ~~types~~industry. ofDuring ~~services~~a general downturn in the securities markets, ~~whether~~multiple ~~working~~asset ~~onsite~~classes atmay ~~PIMCO~~decline ~~offices~~in orvalue ~~offsite~~simultaneously. Equity securities generally have greater price volatility than fixed income securities. Credit ratings downgrades may also negatively affect securities held by the Company. Even when markets perform well, there is no assurance that the investments held by the Company will increase in value along with the broader market.

~~Investment~~An investment in the Common Stock of the Company is subject to investment risk, particularly under current economic, financial, geopolitical, labor and ~~Market~~public ~~Risk~~health conditions, including the possible loss of the entire principal amount that you invest. Investors should be aware that, particularly in light of the current uncertainty, volatility and distress in economies and financial markets, and geopolitical, labor and public health conditions around the world, the Company’s investments and a shareholder’s investment in the Company are subject to sudden and substantial losses, increased volatility and other adverse events. Also, public health emergencies similar to COVID-19 (such as pandemics and epidemics) may occur in the future and could present these risks or risks similar to the foregoing.

~~The~~In addition, market ~~price~~risk ofincludes ~~securities~~the ~~owned~~risk bythat ~~the~~geopolitical ~~Company~~events ~~may~~will godisrupt upthe oreconomy ~~down,~~on ~~sometimes~~a ~~rapidly~~national or ~~unpredictably~~global level. ~~Securities~~The ~~may~~current ~~decline~~contentious indomestic ~~value~~political ~~due~~environment, toas ~~factors~~well ~~affecting~~as ~~securities~~political ~~markets~~and ~~generally~~diplomatic orevents ~~particular~~within ~~industries~~the ~~represented~~United inStates ~~the~~and ~~securities~~abroad, ~~markets.~~such ~~The~~as ~~value~~presidential ofelections ain ~~security~~the ~~may~~United ~~decline~~States ~~due~~or toabroad ~~general~~or ~~market~~the ~~conditions~~U.S. ~~that~~government’s ~~are~~inability ~~not~~at ~~specifically~~times ~~related~~ to aagree ~~particular~~on ~~company,~~a ~~such~~long-term asbudget ~~real~~and ordeficit ~~perceived~~reduction ~~adverse economic conditions~~plan, ~~changes~~has in the ~~general~~past ~~outlook for corporate earnings~~resulted, ~~changes~~and may in ~~interest~~the orfuture ~~currency rates~~result, ~~adverse~~in ~~changes~~a togovernment ~~credit~~shutdown ~~markets~~ or ~~adverse~~otherwise ~~investor~~adversely ~~sentiment~~affect ~~generally~~the U.S. ~~The~~regulatory ~~value~~landscape, ofthe ageneral ~~security~~market ~~may~~environment ~~also~~and/or ~~decline~~investor ~~due~~sentiment, towhich ~~factors~~could ~~that~~have ~~affect~~an aadverse ~~particular~~impact ~~industry~~on orthe ~~industries,~~Company’s ~~such~~investments asand ~~labor~~operations. ~~shortages~~Additional and/or ~~increased~~prolonged ~~production costs and competitive conditions within an industry~~U.S. ~~During~~federal agovernment ~~general~~shutdowns ~~downturn~~may inaffect ~~the~~investor ~~securities~~and ~~markets,~~consumer ~~multiple~~confidence ~~asset~~and ~~classes~~ may ~~decline~~adversely inimpact ~~value~~financial ~~simultaneously.~~markets ~~Equity~~and ~~securities~~the ~~generally~~broader ~~have~~economy, ~~greater~~perhaps ~~price~~suddenly ~~volatility~~and ~~than~~to ~~fixed~~a ~~income~~significant ~~securities~~degree. ~~Credit~~Any ~~ratings~~market ~~downgrades~~disruptions ~~may~~could also ~~negatively~~prevent ~~affect~~the ~~securities~~Company ~~held~~from byexecuting ~~the~~advantageous ~~Company.~~investment ~~Even~~decisions ~~when~~in ~~markets~~a ~~perform~~timely ~~well,~~manner. ~~there~~To isthe noextent ~~assurance~~the ~~that~~Company ~~the~~focuses its investments ~~held~~in bya ~~the~~region ~~Company~~enduring ~~will~~geopolitical ~~increase~~market indisruption, ~~value~~it ~~along~~will ~~with~~face ~~the~~higher ~~broader~~risks ~~market~~of loss.

AnMoreover, ~~investment~~changing ineconomic, ~~the~~political, ~~Common~~geopolitical, ~~Stock~~social, ofor ~~the~~financial ~~Company~~market isor ~~subject~~other toconditions ~~investment~~in ~~risk,~~one ~~particularly~~country ~~under~~or ~~current~~geographic ~~economic,~~region ~~financial,~~could ~~geopolitical,~~adversely ~~labor~~affect ~~and~~the ~~public~~value, ~~health~~yield ~~conditions,~~and ~~including~~return of the ~~possible~~investments ~~loss~~held ofby the ~~entire~~Company ~~principal~~in ~~amount~~a ~~that~~different ~~you~~country ~~invest.~~or ~~Investors~~geographic ~~should~~region beand ~~aware that~~economies, ~~particularly~~markets inand ~~light~~issuers generally because of the ~~current~~increasingly ~~uncertainty,~~interconnected ~~volatility~~global ~~and distress in~~ economies and financial markets,. ~~and~~As ~~geopolitical~~a result, ~~labor~~there ~~and~~is ~~public~~an ~~health~~increased ~~conditions~~risk ~~around~~that ~~the~~geopolitical ~~world,~~and ~~the~~other ~~Company’s~~events ~~investments~~will disrupt economies and amarkets ~~shareholder’s~~globally. ~~investment~~For inexample, local or regional armed conflicts (notably the ~~Company~~Russia-Ukraine ~~are~~and ~~subject~~Hamas-Israel conflicts) have led to ~~sudden~~significant ~~and~~sanctions ~~substantial~~by ~~losses,~~the ~~increased~~United ~~volatility~~States, Europe and other ~~adverse~~countries ~~events.~~against ~~Firms~~certain ~~through~~countries ~~which~~(as ~~investors~~well ~~invest~~as ~~with~~persons ~~the~~and ~~Company,~~companies ~~its~~connected ~~service~~with ~~providers,~~certain ~~the~~counties) ~~markets~~and inled ~~which~~to itindirect ~~invests~~adverse regional and global market, ~~intermediaries~~economic and ~~exchanges~~other ~~are~~effects. ~~also~~It ~~impacted~~is bydifficult ~~measures~~to ~~intended~~accurately topredict ~~respond~~or toforesee when events or conditions affecting the United States or global financial markets, economies, and ~~contain~~issuers may occur, the ~~ongoing~~effects ~~pandemic~~of such events or conditions, ~~which~~potential ~~can~~escalations ~~obstruct~~or ~~their~~expansions ~~functioning~~of ~~and~~these ~~subject~~events, ~~them~~possible retaliations in response to ~~heightened~~sanctions ~~operational~~or similar actions and ~~other~~the ~~risks.~~duration ~~The~~or ultimate impact of ~~COVID-19~~those ~~and~~events. ~~the~~There ~~extent~~is toan ~~which~~increased ~~COVID-19~~likelihood ~~impacts~~that ~~the~~these ~~Company~~types isof ~~highly~~events ~~uncertain~~or conditions can, sometimes rapidly and ~~difficult~~unpredictably, toresult ~~predict.~~in ~~Similar~~a ~~public~~variety ~~health~~of ~~emergencies~~adverse (developments and circumstances, such as ~~pandemics~~reduced liquidity, supply chain disruptions and ~~epidemics)~~market ~~may~~volatility, ~~occur~~as well as increased general uncertainty and broad ramifications for markets, economies, issuers, businesses in ~~the~~many ~~future~~sectors and ~~could~~societies ~~present~~globally. ~~these~~Energy ~~risks~~markets orcan ~~risks~~be ~~similar~~particularly susceptible to ~~the~~these ~~foregoing~~types of conditions and similar developments.

In20 addition, market risk includes the risk that geopolitical events will disrupt the economy on a national or global level. The current contentious domestic political environment, as well as political and diplomatic events within the United States and abroad, such as presidential elections in the U.S. or abroad or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, has in the past resulted, and may in the future result, in a government shutdown or otherwise adversely affect the U.S. regulatory landscape, the general market environment and/or investor sentiment, which could have an adverse impact on the Company’s investments and operations. Additional and/or prolonged U.S. federal government shutdowns may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Any market disruptions could also prevent the Company from executing advantageous investment decisions in a timely manner. To the extent the Company focuses its investments in a region enduring geopolitical market disruption, it will face higher risks of loss.

~~Moreover,~~The ~~changing~~value ~~economic~~of, ~~political, geopolitical, social,~~ or ~~financial~~income ~~market~~generated ~~or other conditions in one country or geographic region could adversely affect the value~~by, ~~yield and return of~~ the investments held by the Company inare asubject ~~different~~to ~~country~~the orpossibility ~~geographic~~of ~~region~~rapid and ~~economies~~unpredictable fluctuation, ~~markets~~ and ~~issuers~~loss. ~~generally~~These ~~because~~movements ofmay ~~the~~result ~~increasingly~~from ~~interconnected~~factors ~~global~~affecting ~~economies~~individual ~~and~~companies, ~~financial~~or ~~markets.~~from Asbroader ~~a result~~influences, ~~there~~including isreal anor ~~increased~~perceived ~~risk~~changes ~~that~~in ~~geopolitical~~prevailing ~~and~~interest ~~other~~rates ~~events~~(which ~~will~~have ~~disrupt~~risen ~~economies~~recently and ~~markets~~may ~~globally.~~continue ~~For~~to ~~example~~rise), ~~local~~changes orin ~~regional~~inflation ~~armed~~rates ~~conflicts~~or ~~(notably~~expectations ~~the~~about ~~Russia-Ukraine~~inflation ~~conflict)~~rates ~~have~~(which ~~led~~are tocurrently ~~significant~~elevated ~~sanctions~~relative byto ~~the~~normal ~~United States~~conditions), ~~Europe~~adverse ~~and~~investor ~~other~~confidence ~~countries~~or ~~against~~sentiment, ~~certain~~changing ~~countries~~economic, political (asincluding ~~well~~geopolitical), associal ~~persons~~or ~~and~~financial ~~companies~~market ~~connected~~conditions, ~~with~~increased ~~certain~~instability ~~counties)~~or ~~and~~general ~~led~~uncertainty, toenvironmental ~~indirect~~disasters, ~~adverse~~governmental ~~regional~~actions, ~~and~~public ~~global~~health ~~market,~~emergencies ~~economic~~(such ~~and~~as ~~other~~the ~~effects.~~spread Itof isinfectious ~~difficult~~diseases, topandemics ~~accurately~~and ~~predict~~epidemics), ordebt ~~foresee~~crises, ~~when~~actual ~~events~~ or ~~conditions~~threatened ~~affecting~~wars ~~the U.S.~~ or ~~global~~other ~~financial~~armed ~~markets,~~conflicts ~~economies,~~(such ~~and~~as ~~issuers may occur,~~ the ~~effects~~current ofRussia-Ukraine ~~such~~and ~~events~~Hamas-Israel orconflicts ~~conditions,~~and ~~potential~~their ~~escalations~~risk ~~or expansions~~ of ~~these~~expansion ~~events,~~or ~~possible~~collateral ~~retaliations~~economic inand ~~response~~other toeffects) ~~sanctions~~ or ~~similar~~ratings ~~actions~~downgrades, and ~~the~~other ~~duration~~similar orevents, ~~ultimate~~each ~~impact~~ of ~~those~~which ~~events.~~may ~~There~~be istemporary anor ~~increased~~last ~~likelihood~~for ~~that~~extended ~~these~~periods. ~~types~~Moreover, ofchanging ~~events~~economic, orpolitical, ~~conditions~~geopolitical, ~~can~~social, ~~sometimes~~financial ~~rapidly~~market ~~and~~or ~~unpredictably,~~other ~~result~~conditions in aone ~~variety~~country ofor ~~adverse~~geographic ~~developments~~region ~~and~~could ~~circumstances,~~adversely ~~such~~affect asthe ~~reduced liquidity~~value, ~~supply~~yield ~~chain disruptions~~ and ~~market~~return ~~volatility,~~of asthe ~~well~~investments asheld ~~increased~~by ~~general~~the ~~uncertainty~~Company ~~and~~in ~~broad~~a ~~ramifications~~different ~~for~~country ~~markets,~~or ~~economies,~~geographic ~~issuers,~~region ~~businesses in many sectors~~ and ~~societies~~economies, ~~globally. Energy~~ markets ~~can~~and beissuers ~~particularly~~generally ~~susceptible~~because toof ~~these~~the ~~types~~increasingly ofinterconnected ~~conditions~~global economies and ~~similar~~financial ~~developments~~markets.

~~The~~Different ~~value of~~sectors, orindustries ~~income~~and ~~generated~~security bytypes may react differently to such developments and, when the ~~investments~~market ~~held~~performs bywell, there is no assurance that the Company’s ~~are~~investments ~~subject~~will toincrease in value along with the ~~possibility~~broader markets. Periods of ~~rapid~~market stress and ~~unpredictable~~volatility ~~fluctuation~~of financial markets, including potentially extreme stress and ~~loss.~~volatility ~~These~~caused ~~movements~~by ~~may~~the ~~result~~events ~~from~~described ~~factors~~above ~~affecting~~or ~~individual~~similar ~~companies~~circumstances, orcan ~~from~~expose ~~broader~~the ~~influences,~~Company ~~including~~to ~~real~~greater ormarket ~~perceived~~risk ~~changes~~than normal, possibly resulting in ~~prevailing~~greatly ~~interest~~reduced ~~rates~~liquidity (and increased valuation risks, for certain asset classes, longer than usual trade settlement periods. The fewer the number of issuers in which ~~have~~the ~~risen~~Company ~~recently~~invests and/or ~~may~~the ~~continue~~greater tothe ~~rise)~~use of leverage, ~~changes~~the ingreater ~~inflation~~the ~~rates~~potential orvolatility ~~expectations~~in ~~about~~the ~~inflation~~Company’s ~~rates~~portfolio. ~~(which~~The ~~are~~Advisor ~~currently~~potentially ~~elevated~~could ~~relative~~be toprevented ~~normal~~from ~~conditions)~~considering, ~~adverse~~managing ~~investor~~and ~~confidence~~executing investment decisions at an advantageous time or ~~sentiment,~~price ~~changing~~or ~~economic,~~at ~~political~~all ~~(including~~as ~~geopolitical),~~a ~~social~~result of any domestic or ~~financial~~global market ~~conditions~~or other disruptions, ~~increased~~particularly ~~instability~~disruptions orcausing ~~general~~heightened ~~uncertainty,~~market ~~environmental~~volatility ~~disasters~~and reduced market liquidity, ~~governmental~~such ~~actions~~as the current conditions, ~~public~~which ~~health~~have ~~emergencies~~also ~~(such~~resulted asin impediments to the ~~spread~~normal functioning of ~~infectious diseases~~workforces, ~~pandemics~~including personnel and ~~epidemics),~~systems ~~debt~~of ~~crises,~~the ~~actual~~Company’s orservice ~~threatened~~providers ~~wars~~and ormarket ~~other~~intermediaries. ~~armed~~The ~~conflicts~~value (of the securities owned by the Company may decline due to general market conditions that are not specifically related to a particular issuer, such as ~~the~~real ~~current~~or ~~Russia-Ukraine~~perceived ~~conflict~~economic ~~and~~conditions, ~~its~~changes ~~risk~~in ofinterest or currency rates or changes in investor sentiment or market outlook generally.

18Thus, investors should closely monitor current market conditions to determine whether the Company meets their individual financial needs and tolerance for risk.

~~Table~~Risks ofRelated ~~Contents~~to the Company’s Investments

~~expansion~~Illiquid orNature ~~collateral economic and other effects) or ratings downgrades, and other similar events, each~~ of ~~which~~Investment ~~may~~Portfolio be temporary or last for extended periods. Moreover, changing economic, political, geopolitical, social, financial market or other conditions in one country or geographic region could adversely affect the value, yield and return of the investments held by the Company in a different country or geographic region and economies, markets and issuers generally because of the increasingly interconnected global economies and financial markets.

~~Different~~The ~~sectors,~~Company ~~industries~~generally invests in long-term loans to and ~~security~~make ~~types~~ancillary ~~may~~investments ~~react~~in ~~differently~~the towarrants ~~such~~or ~~developments~~preferred ~~and,~~stock ~~when~~of ~~the~~middle market ~~performs~~private ~~well,~~companies ~~there~~that isdo nonot ~~assurance~~have ~~that~~an ~~the~~established trading market. The Company’s ~~investments~~makes ~~will~~direct ~~increase~~investments in ~~value~~middle ~~along~~market ~~with~~companies ~~the~~(“Portfolio ~~broader markets~~Investments”). ~~Periods~~The ofCompany’s ~~market~~Portfolio ~~stress~~Investments ~~and~~typically ~~volatility~~exit oftheir ~~financial~~debt ~~markets,~~and ~~including~~equity ~~potentially~~investments ~~extreme~~through ~~stress~~structured terms and ~~volatility~~amortization ~~caused~~or bywhen the ~~events~~portfolio ~~described~~company ~~above~~has ora ~~similar~~liquidity ~~circumstances~~event such as a sale, ~~can~~recapitalization, ~~expose~~or initial public offering of the ~~Company~~company. toThe ~~greater~~illiquidity ~~market~~of ~~risk~~the ~~than~~Company’s ~~normal,~~investments ~~possibly~~may ~~resulting~~adversely inaffect ~~greatly~~the ~~reduced~~Company’s ~~liquidity~~ability to dispose of debt and ~~increased~~equity ~~valuation~~securities ~~risks,~~at ~~for~~times ~~certain~~when ~~asset~~it ~~classes,~~may ~~longer~~be ~~than~~otherwise ~~usual~~advantageous ~~trade~~for ~~settlement~~the ~~periods~~Company to liquidate such investments. The ~~fewer~~Company ~~the~~cannot ~~number~~predict ofwhether ~~issuers~~it inwill ~~which~~be ~~the~~able ~~Company~~to ~~invests~~sell ~~and/or~~any ~~the~~asset ~~greater~~for the ~~use~~price ofor ~~leverage,~~on the ~~greater~~terms ~~the~~set ~~potential~~by ~~volatility~~it inor ~~the~~whether ~~Company’s~~any ~~portfolio.~~price ~~The~~or ~~Advisor~~other ~~potentially~~terms ~~could~~offered by a prospective purchaser would be ~~prevented~~acceptable ~~from~~to ~~considering,~~the ~~managing~~Company. ~~and~~The ~~executing~~Company ~~investment~~also ~~decisions~~cannot atpredict anthe ~~advantageous~~length of time orneeded ~~price~~to orfind ata ~~all~~willing aspurchaser aand ~~result~~to close the sale of ~~any~~an ~~domestic~~asset. orThe ~~global~~Company ~~market~~may orbe ~~other~~required ~~disruptions,~~to ~~particularly~~expend ~~disruptions~~cash ~~causing~~to ~~heightened~~correct ~~market~~defects ~~volatility~~or ~~and~~to ~~reduced~~make ~~market~~improvements ~~liquidity,~~before ~~such~~an asasset ~~the~~can ~~current~~be ~~conditions~~sold, ~~which~~and ~~have~~there ~~also~~can ~~resulted~~be inno ~~impediments~~assurance that it will have cash available to ~~the~~correct ~~normal~~those ~~functioning~~defects ofor ~~workforces,~~to ~~including~~make ~~personnel~~those ~~and~~improvements. ~~systems~~As ofa result, the Company’s ~~service~~ability ~~providers~~to ~~and~~sell ~~market~~investments ~~intermediaries.~~in ~~The~~response ~~value~~to ofchanges ~~the~~in ~~securities~~economic ~~owned~~and byother conditions could be limited. Limitations on the Company’s ~~may~~ability ~~decline~~to ~~due~~respond to ~~general~~adverse ~~market~~changes ~~conditions~~in ~~that~~the ~~are~~performance ~~not~~of ~~specifically~~its ~~related~~investments tomay have a ~~particular~~material ~~issuer,~~adverse ~~such~~effect ason ~~real~~the orCompany’s ~~perceived economic conditions~~business, ~~changes~~financial incondition ~~interest~~and orresults ~~currency~~of ~~rates~~operations orand ~~changes~~the inCompany’s ~~investor~~ability ~~sentiment~~to ormake ~~market outlook generally~~distributions.

~~Thus,~~Investing ~~investors~~in ~~should~~Private ~~closely~~Companies ~~monitor~~Involves ~~current~~a ~~market~~High ~~conditions~~Degree toof ~~determine~~Risk ~~whether the Company meets their individual financial needs and tolerance for risk.~~

~~Risks~~The ~~Related~~Company’s portfolio is expected to primarily consist of long-term loans to and investments in middle market companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses for the Stockholders in those investments and accordingly should be considered speculative. There is generally no publicly available information about the companies in which the Company invests, and the Company relies significantly on the diligence of its service providers and agents to obtain information in connection with investment decisions. If the Company is unable to identify all material information about these companies, among other factors, the Company may fail to receive the expected return on investment or lose some or all of the money invested in these companies. In addition, these businesses may have shorter operating histories, narrower product lines, smaller market shares and less experienced management than their larger competitors and may be more vulnerable to customer preferences, market conditions, and loss of key personnel, or economic downturns, which may adversely affect the return on, or the recovery of, investments in such businesses. As a Stockholder, the Company is subject to the risk that a Portfolio Investment may make a business decision that does not serve the Company’s ~~Investments~~best interests, which could decrease the value of the investment. Deterioration in an underlying portfolio company’s financial condition and prospects may be accompanied by deterioration in the collateral for a loan, if any, and an event of default by the portfolio company. Such an event may reduce the Company’s anticipated return on invested capital and delay the timeline for distributions to Stockholders.

~~Illiquid~~21 ~~Nature of Investment Portfolio~~

~~The~~Illiquid ~~Company~~Nature ~~generally invests in long-term loans to and make ancillary investments in the warrants or preferred stock~~ of middle market private companies that do not have an established trading market. The Company makes direct investments in middle market companies (“Portfolio Investments”). The Company’s Portfolio Investments typically exit their debt and equity investments through structured terms and amortization or when the ~~portfolio company has a liquidity event such as a sale, recapitalization, or initial public offering of the company. The illiquidity of the~~ Company’s ~~investments~~Common ~~may~~Stock adversely affect the Company’s ability to dispose of debt and equity securities at times when it may be otherwise advantageous for the Company to liquidate such investments. The Company cannot predict whether it will be able to sell any asset for the price or on the terms set by it or whether any price or other terms offered by a prospective purchaser would be acceptable to the Company. The Company also cannot predict the length of time needed to find a willing purchaser and to close the sale of an asset. The Company may be required to expend cash to correct defects or to make improvements before an asset can be sold, and there can be no assurance that it will have cash available to correct those defects or to make those improvements. As a result, the Company’s ability to sell investments in response to changes in economic and other conditions could be limited. Limitations on the Company’s ability to respond to adverse changes in the performance of its investments may have a material adverse effect on the Company’s business, financial condition and results of operations and the Company’s ability to make distributions.

~~Investing~~The shares are issued in ~~Private~~reliance ~~Companies~~upon ~~Involves~~certain aexemptions ~~High~~from ~~Degree~~registration or qualification under applicable Federal and state securities laws and so may be subject to certain restrictions on transferability. There will be no public market for the shares and none is expected to develop. In addition, Stockholders will not be entitled to withdraw their Capital Contributions, and shares may not be assigned or transferred without the consent of ~~Risk~~the Advisor, subject to certain exceptions. Accordingly, the shares constitute illiquid investments and should only be purchased by persons that are “accredited investors” as such term is defined under the Securities Act, and “qualified purchasers” as such term is defined under the 1940 Act (except as may be waived by the Advisor for parties who are “knowledgeable employees” under Rule 3c-5 of the 1940 Act and applicable SEC interpretations), and able to bear the risk of their investment in shares for an indefinite period of time.

~~The~~No ~~Company’s~~Guarantee ~~portfolio is expected~~ to ~~primarily~~Replicate ~~consist~~Historical ofResults ~~long-term~~Achieved ~~loans~~by toPIMCO ~~and~~or investments in middle market companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses for the Stockholders in those investments and accordingly should be considered speculative. There is generally no publicly available information about the companies in which the Company invests, and the Company relies significantly on the diligence of its ~~service~~Affiliates providers and agents to obtain information in connection with investment decisions. If the Company is unable to identify all material information about these companies, among other factors, the Company may fail to receive the expected return on investment or lose some or all of the money invested in these companies. In addition, these businesses may have shorter operating histories, narrower product lines, smaller market shares and less experienced management than their larger competitors and may be more vulnerable to customer preferences, market conditions, and loss of key personnel, or economic downturns, which may adversely affect the return on, or the recovery of, investments in such businesses. As a Stockholder, the Company is subject to the risk that a Portfolio Investment may make a business decision that does not serve the Company’s best interests, which could decrease the value of the investment. Deterioration in an underlying portfolio company’s financial condition and prospects may be accompanied by deterioration in the collateral for a loan, if any, and an event of default by the portfolio company. Such an event may reduce the Company’s anticipated return on invested capital and delay the timeline for distributions to Stockholders.

~~Illiquid~~The ~~Nature~~Company’s primary focus in making investments may differ from those of existing investment funds, accounts or other investment vehicles that are or have been managed by PIMCO. The Company may consider co-investing in Portfolio Investments with other investment funds, accounts or investment vehicles managed by PIMCO subject to the exemptive relief or investing in reliance on available no-action relief. Any such investments will be subject to regulatory limitations and approvals by the Company’s ~~Common~~independent ~~Stock~~directors. The Company can offer no assurance, however, that it will be able to obtain such approvals or develop opportunities that comply with such limitations. There can be no guarantee that the Company will replicate the historical results achieved by similar strategies managed by PIMCO, and investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on the Company’s future performance.

~~The~~Negative ~~shares~~Impact ~~are~~on ~~issued~~Portfolio inCompanies ~~reliance upon certain exemptions~~ from ~~registration~~Economic orRecessions qualification under applicable Federal and state securities laws and so may be subject to certain restrictions on transferability. There will be no public market for the shares and none is expected to develop. In addition, Stockholders will not be entitled to withdraw their Capital Contributions, and shares may not be assigned or ~~transferred~~Downturns ~~without the consent of the Advisor, subject to certain exceptions. Accordingly, the shares constitute illiquid investments and~~

19Many of the companies in which the Company intends to make investments may be susceptible to economic slowdowns or recessions. An economic slowdown may affect the ability of a company to repay loans or engage in a Liquidity Event such as a sale, recapitalization, or initial public offering. The amount of nonperforming assets may increase and the value of the Company’s portfolio may decrease during these periods. Adverse economic conditions also may decrease the value of any collateral securing some of the loans. These conditions could lead to financial losses to the Company’s portfolio and overall assets. A “Liquidity Event” includes: (1) an IPO or (2) a Sale Transaction.

~~Table~~Potential Adverse Effects of ~~Contents~~New or Modified Laws or Regulations

~~should~~The ~~only~~Company beand ~~purchased~~its byportfolio ~~persons~~companies ~~that~~ are ~~“accredited~~subject ~~investors”~~to asregulation ~~such~~at ~~term~~the islocal, ~~defined~~state, ~~under~~federal ~~the~~and, ~~Securities~~in ~~Act~~some cases, foreign levels. These laws and ~~“qualified~~regulations, ~~purchasers”~~as well as ~~such~~their ~~term~~interpretation, isare ~~defined~~likely ~~under~~to ~~the~~change ~~1940~~from ~~Act~~time ~~(except~~to astime, and new laws and regulations may be ~~waived~~enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws or regulations, or any failure by the ~~Advisor~~Company ~~for~~or ~~parties~~its ~~who~~portfolio ~~are~~companies ~~“knowledgeable~~to ~~employees”~~comply ~~under~~with ~~Rule~~these ~~3c-5~~laws or regulations, could require changes to certain of the ~~1940~~Company’s ~~Act~~or ~~and~~its ~~applicable~~portfolio ~~SEC~~companies’ ~~interpretations)~~business practices, ~~and~~negatively ~~able~~impact tothe ~~bear~~Company’s or its portfolio companies’ operations, cash flows or financial condition, impose additional costs on the ~~risk~~Company or its portfolio companies or otherwise adversely affect the Company’s business or the business of ~~their~~its ~~investment~~portfolio incompanies. ~~shares~~In addition to the legal, tax and regulatory changes that are expected to occur, there may be unanticipated changes. The legal, tax and regulatory environment for anBDCs, ~~indefinite~~investment ~~period~~advisers ofand ~~time~~the instruments that they utilize (including derivative instruments) is continuously evolving.

NoOver ~~Guarantee~~the last several years, there also has been an increase in regulatory attention to ~~Replicate~~the ~~Historical~~extension ~~Results~~of ~~Achieved~~credit byoutside ~~PIMCO~~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 ~~its~~what ~~Affiliates~~form it will take, increased regulation of non-bank credit extension could negatively impact the Company’s operations, cash flows or financial condition, impose additional costs on the Company, intensify the regulatory supervision of the Company or otherwise adversely affect the Company’s business.

~~The~~General ~~Company’s~~Credit ~~primary~~Risks focus in making investments may differ from those of existing investment funds, accounts or other investment vehicles that are or have been managed by PIMCO. The Company may consider co-investing in Portfolio Investments with other investment funds, accounts or investment vehicles managed by PIMCO subject to the exemptive relief or investing in reliance on available no-action relief. Any such investments will be subject to regulatory limitations and approvals by the Company’s independent directors. The Company can offer no assurance, however, that it will be able to obtain such approvals or develop opportunities that comply with such limitations. There can be no guarantee that the Company will replicate the historical results achieved by similar strategies managed by PIMCO, and investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on the Company’s future performance.

~~Negative~~The ~~Impact~~Company onmay ~~Portfolio~~be ~~Companies~~exposed to losses resulting from ~~Economic~~default ~~Recessions~~and foreclosure of any such loans or ~~Downturns~~interests in loans in which it has invested. Therefore, the value of underlying collateral, the creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Company’s investments. In the event of foreclosure, the Company or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Company. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Company. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Company’s rights.

~~Many~~22 of the companies in which the Company intends to make investments may be susceptible to economic slowdowns or recessions. An economic slowdown may affect the ability of a company to repay loans or engage in a Liquidity Event such as a sale, recapitalization, or initial public offering. The amount of nonperforming assets may increase and the value of the Company’s portfolio may decrease during these periods. Adverse economic conditions also may decrease the value of any collateral securing some of the loans. These conditions could lead to financial losses to the Company’s portfolio and overall assets. A “Liquidity Event” includes: (1) an IPO or (2) a Sale Transaction.

~~Potential~~Changes ~~Adverse~~in ~~Effects~~Interest ofRates ~~New~~May orAffect ~~Modified~~Net ~~Laws~~Investment orIncome ~~Regulations~~

The Company’s ~~and~~debt ~~its~~investments ~~portfolio~~may ~~companies~~be ~~are~~based ~~subject~~on tofloating ~~regulation~~rates, atsuch ~~the~~as ~~local~~SOFR, ~~state~~LIBOR, ~~federal and~~EURIBOR, inthe ~~some~~Federal ~~cases,~~Funds ~~foreign~~Rate ~~levels.~~or ~~These~~the ~~laws~~Prime ~~and~~Rate. ~~regulations,~~General asinterest ~~well~~rate asfluctuations ~~their~~may ~~interpretation,~~have ~~are~~a ~~likely~~substantial tonegative ~~change~~impact ~~from~~on ~~time~~the toCompany’s ~~time~~investments, ~~and~~the ~~new~~value ~~laws~~of its interests and ~~regulations~~the ~~may~~rate beof ~~enacted.~~return ~~Accordingly,~~on ~~any~~invested ~~change~~capital. inThe ~~these~~Company’s ~~laws~~floating orrate ~~regulations,~~investments ~~changes~~may inbe ~~their~~linked ~~interpretation,~~to orLIBOR ~~newly~~and ~~enacted~~it ~~laws~~is orunclear ~~regulations,~~how orincreased ~~any~~regulatory ~~failure~~oversight byand changes in the ~~Company~~method orfor ~~its~~determining ~~portfolio~~LIBOR ~~companies~~may toaffect ~~comply~~the ~~with~~value ~~these~~of ~~laws~~the orfinancial ~~regulations,~~obligations ~~could~~to ~~require~~be ~~changes~~held toby ~~certain~~or ofissued to the Company’s orthat ~~its~~are ~~portfolio~~linked ~~companies’~~to ~~business practices~~LIBOR, ~~negatively~~or ~~impact~~how such changes could affect the Company’s orresults ~~its~~of ~~portfolio companies’~~ operations, ~~cash flows~~ or financial condition. In addition, ~~impose~~any ~~additional~~further ~~costs~~changes onor reforms to the ~~Company~~determination or ~~its~~supervision ~~portfolio~~of ~~companies~~LIBOR ormay ~~otherwise~~result ~~adversely~~in ~~affect~~a ~~the~~sudden ~~Company’s~~or ~~business~~prolonged increase or ~~the~~decrease ~~business~~in ofreported ~~its~~LIBOR, ~~portfolio~~which ~~companies.~~could Inhave ~~addition~~an toadverse ~~the~~impact ~~legal,~~on ~~tax~~the ~~and~~market ~~regulatory~~for ~~changes~~or ~~that~~value ~~are~~of ~~expected~~any toLIBOR-linked ~~occur~~securities, ~~there~~loans, ~~may~~and beother ~~unanticipated~~financial ~~changes.~~obligations ~~The~~or ~~legal,~~extensions ~~tax~~of ~~and~~credit ~~regulatory~~held ~~environment~~by ~~for~~or ~~BDCs,~~due ~~investment~~to ~~advisers and~~ the ~~instruments~~Company ~~that~~or ~~they~~on ~~utilize~~its ~~(including~~overall ~~derivative~~financial ~~instruments)~~condition isor ~~continuously~~results ~~evolving~~of operations.

~~Over~~Since ~~the~~December 31, ~~last~~2021, ~~several~~all ~~years~~sterling, ~~there~~euro, ~~also~~Swiss ~~has~~franc ~~been~~and anJapanese ~~increase~~yen inLIBOR ~~regulatory~~settings ~~attention~~and to the ~~extension~~1-week ofand ~~credit~~2-month ~~outside~~U.S. ofdollar ~~the~~LIBOR ~~traditional~~settings ~~banking~~have ~~sector,~~ceased ~~raising~~to ~~the~~be ~~possibility~~published ~~that~~on ~~some~~a ~~portion~~representative ofbasis. ~~the~~The ~~non-bank~~ICE ~~financial~~Benchmark ~~sector~~Administration ~~will~~(“IBA”) beceased ~~subject~~ to ~~new~~publish ~~regulation.~~the ~~While~~overnight, it1-month, ~~cannot~~3-month, be6-month ~~known~~and at12-month ~~this~~U.S. ~~time~~dollar ~~whether~~LIBOR ~~any~~settings ~~regulation~~immediately ~~will~~following betheir ~~implemented~~publication oron ~~what~~June 30, ~~form~~2023. itIn ~~will~~the ~~take~~United States, ~~increased~~the ~~regulation~~Alternative ofReference ~~non-bank~~Rate ~~credit~~Committee, ~~extension~~which ~~could~~is ~~negatively~~sponsored ~~impact~~by the ~~Company’s~~Board ~~operations,~~of ~~cash~~Governors ~~flows~~of orthe ~~financial~~Federal ~~condition~~Reserve System, ~~impose~~has ~~additional~~designated ~~costs~~SOFR onas the ~~Company,~~best ~~intensify~~rate ~~the~~to ~~regulatory~~replace ~~supervision~~U.S. ofdollar ~~the~~LIBOR ~~Company~~as ora ~~otherwise~~benchmark ~~adversely~~rate. ~~affect~~SOFR is an overnight rate based on trade-level data from various segments of the ~~Company’s~~U.S. ~~business~~Treasury repo market.

~~General~~A ~~Credit~~reduction ~~Risks~~in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on the Company’s net interest income. An increase in interest rates could decrease the value of any investments the Company holds which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase the Company’s interest expense, thereby decreasing its net income. Also, an increase in interest rates available to investors could make investment in the Company less attractive if the Company is not able to increase its dividend or distribution rate, which could reduce the value of an investment in the Company.

The ~~Company~~current ~~may~~interest berate ~~exposed~~environment tois ~~losses~~magnifying ~~resulting~~the ~~from~~Company’s ~~default~~susceptibility ~~and~~to ~~foreclosure~~interest ofrate ~~any~~risk ~~such~~and ~~loans~~may oradversely ~~interests~~affect inthe ~~loans~~Company inby ~~which~~diminishing ityield ~~has~~and ~~invested~~impacting performance. ~~Therefore,~~As ~~the value~~ of ~~underlying collateral,~~ the ~~creditworthiness~~date of ~~borrowers~~this ~~and~~report, the ~~priority~~Federal ofReserve ~~liens~~Board ~~are~~has ~~each~~increased ofinterest ~~great~~rates ~~importance~~several intimes ~~determining~~since the ~~value~~beginning of ~~the~~2022 ~~Company’s~~and ~~investments.~~has Insignaled the ~~event~~possibility of ~~foreclosure,~~further ~~the~~increases. ~~Company~~It oris andifficult ~~affiliate~~to ~~thereof~~accurately ~~may~~predict ~~assume~~the ~~direct~~pace ~~ownership~~at ofwhich ~~any~~the ~~assets~~Federal ~~collateralizing~~Reserve ~~such~~Board ~~foreclosed~~will ~~loans.~~increase ~~The~~interest ~~liquidation~~rates ~~proceeds~~any ~~upon~~further, or the ~~sale~~timing, offrequency ~~such~~or ~~assets~~magnitude ~~may~~of ~~not~~any ~~satisfy~~such ~~the~~increases, ~~entire~~and ~~outstanding~~the ~~balance~~evaluation of ~~principal~~macroeconomic and ~~interest~~other onconditions ~~such~~could ~~foreclosed~~cause ~~loans,~~a ~~resulting~~change in aapproach ~~loss~~in to the ~~Company~~future. Any ~~costs~~such orchanges ~~delays~~could ~~involved~~be insudden ~~the~~and ~~effectuation~~unpredictable. ofCertain ~~loan~~economic ~~foreclosures~~conditions orand ~~liquidation~~market ofenvironments ~~the assets collateralizing such foreclosed loans~~ will ~~further~~expose ~~reduce~~fixed-income ~~proceeds associated therewith~~ and, ~~consequently,~~debt ~~increase~~instruments ~~possible losses~~ to ~~the~~heightened ~~Company.~~volatility Inand ~~addition~~reduced liquidity, nowhich ~~assurances~~ can benegatively ~~made~~impact ~~that~~the ~~borrowers~~Company’s orperformance ~~third parties will not assert claims in connection with foreclosure proceedings~~ or otherwise, oradversely ~~that~~impact ~~such claims will not interfere with~~ the ~~enforcement of the~~ Company~~’s rights~~.

~~Changes~~Certain countries have experienced negative interest rates on certain debt securities and have pursued negative interest rate policies in ~~Interest~~recent ~~Rates~~years. ~~May~~A ~~Affect~~negative ~~Net~~interest ~~Investment~~rate ~~Income~~policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with negative value intended to create self-sustaining growth in the local economy. To the extent the Company holds a debt instrument with a negative interest rate, the Company would generate a negative return on that investment. If negative interest rates become more prevalent in the market, market participants may seek to reallocate their investments to other income-producing assets, which could further reduce the value of instruments held by the Company with a negative yield.

~~The~~Investors ~~Company’s~~should ~~debt~~also ~~investments may~~ be ~~based~~aware onthat ~~floating rates, such as the LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have~~ a ~~substantial~~change ~~negative~~in ~~impact on~~ the ~~Company’s~~general ~~investments,~~level ~~the value~~ of ~~its~~interest ~~interests~~rates ~~and~~can ~~the rate of return on invested capital. The Company’s floating rate investments may~~ be ~~linked~~expected to ~~LIBOR~~lead ~~and~~to ita ischange ~~unclear how increased regulatory oversight and changes~~ in the ~~method~~interest ~~for~~rate ~~determining LIBOR may affect~~ the ~~value of the financial obligations to be held by or issued to the~~ Company ~~that~~may ~~are~~receive ~~linked~~on tomany ~~LIBOR, or how such changes could affect the Company’s results~~ of ~~operations~~its ordebt investments.

20Potential for Volatile Markets

~~Table~~The valuations of ~~Contents~~the Company’s investments can be volatile. In addition, price movements may also be influenced by, among other things, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and national and international political and economic events and policies. In addition, governments from time to time intervene in certain markets. Such intervention often is intended directly to influence prices and may cause or contribute to rapid fluctuations in asset prices, which may adversely affect the Company’s returns.

~~financial~~Availability ~~condition. In addition, any further changes or reforms to the determination or supervision~~ of ~~LIBOR~~Suitable ~~may~~Investments result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to the Company or on its overall financial condition or results of operations.

InThe ~~July~~business ~~2017,~~of ~~the~~investing ~~United~~in ~~Kingdom~~middle ~~Financial~~market ~~Conduct~~companies ~~Authority~~has ~~announced~~from ~~that~~time ~~it would no longer use its influence or legal powers~~ to ~~persuade~~time orbeen ~~compel~~highly ~~contributing~~competitive; ~~banks to make LIBOR submissions after~~ the ~~end~~identification of ~~2021.~~attractive ~~Since~~investment ~~December 31,~~opportunities ~~2021,~~is ~~all~~difficult ~~sterling, euro, Swiss franc~~ and ~~Japanese~~involves ~~yen~~a ~~LIBOR~~high ~~settings~~degree ~~and~~of ~~the~~uncertainty. ~~1-week~~There ~~and~~are ~~2-month~~no ~~U.S.~~assurances ~~dollar~~that ~~LIBOR~~the ~~settings~~Company ~~have~~may ~~ceased to~~ be ~~published~~able onto ainvest ~~representative~~and ~~basis.~~reinvest ~~The~~its ~~ICE~~capital ~~Benchmark~~fully ~~Administration~~or ~~(“IBA”)~~that ~~has~~suitable ~~stated~~investment ~~that~~opportunities it will ~~cease~~be toidentified ~~publish~~which satisfy the ~~overnight,~~Company’s ~~1-month,~~rate ~~3-month,~~of ~~6-month~~return ~~and~~or ~~12-month~~maturity Uobjectives.S. ~~dollar~~Competition ~~LIBOR~~in ~~settings~~the ~~immediately~~industry ~~following~~and ~~their~~performance ~~publication~~by onthe ~~June 30,~~borrower ~~2023.~~could ~~Although~~reduce ~~some~~the ~~settings~~rates of ~~U.S.~~return ~~dollar~~available ~~LIBOR continue~~ to bethe ~~published,~~Company ~~there~~on isits ~~no assurance that LIBOR will continue to exist as a representative rate until June 30, 2023, or at any time thereafter~~investments.

In23 the United States, the Alternative Reference Rate Committee (“ARRC”), which is sponsored by the Board of Governors of the Federal Reserve System, has designated the Secured Overnight Financing Rate (“SOFR”) as the best rate to replace U.S. dollar LIBOR as a benchmark rate, and the Federal Reserve Bank of New York began publishing SOFR on April 3, 2018. SOFR is an overnight rate based on trade-level data from various segments of the U.S. Treasury repo market. However, unlike LIBOR, SOFR is a secured (and, accordingly, a more risk-free) rate, and is a “backward-looking” overnight rate (and therefore does not include forward-looking term maturities (such as 1-month, 3-month, and 6-month rates)).

~~There~~Competition isRisk also no assurance that the characteristics of any alternative reference rates that are designated will be similar to those of any LIBOR, or that any alternative reference rate will be suitable for use as a benchmark rate for any particular product or security, or that use of an alternative reference rate will produce the economic equivalence of the LIBOR-based rate currently used for such products or securities.

AIdentifying, ~~reduction~~completing inand ~~the~~realizing ~~interest~~attractive ~~rates~~portfolio ~~on new~~ investments ~~relative~~is tocompetitive ~~interest~~and ~~rates~~involves ona ~~current~~high ~~investments~~degree ~~could~~of ~~also~~uncertainty. ~~have~~The anCompany’s ~~adverse~~profitability ~~impact~~depends, onin ~~the~~large ~~Company’s~~part, ~~net~~on ~~interest~~its ~~income.~~ability Anto ~~increase~~acquire intarget ~~interest~~assets ~~rates~~at ~~could~~attractive ~~decrease~~prices. ~~the~~In ~~value~~acquiring ofits ~~any~~target ~~investments~~assets, the Company ~~holds~~will ~~which~~compete ~~earn~~with ~~fixed~~a ~~interest~~variety ~~rates~~of institutional investors, including ~~subordinated~~specialty ~~loans~~finance companies, ~~senior~~public and ~~junior~~private ~~secured~~funds (including other funds managed by PIMCO), other BDCs, commercial and ~~unsecured~~investment ~~debt~~banks, ~~securities~~commercial finance and ~~loans~~insurance companies and ~~high~~other ~~yield~~financial ~~bonds~~institutions. Also, ~~and~~as ~~also~~a ~~could~~result ~~increase~~of this competition, desirable investments in the Company’s ~~interest~~target ~~expense,~~assets ~~thereby~~may ~~decreasing~~be ~~its~~limited ~~net~~in ~~income.~~the ~~Also,~~future anand ~~increase~~the inCompany ~~interest~~may ~~rates~~not ~~available~~be able to ~~investors~~take ~~could~~advantage ~~make~~of attractive investment inopportunities ~~the~~from ~~Company~~time ~~less~~to ~~attractive~~time, ifas the Company iscan ~~not~~provide no assurance that it will be able to ~~increase~~identify and make investments that are consistent with its ~~dividend~~investment orobjectives. ~~distribution~~The ~~rate,~~Company ~~which~~cannot ~~could~~assure ~~reduce~~you that the ~~value~~competitive ofpressures anit ~~investment~~faces inwill not have a material adverse effect on its business, financial condition and results of operations or the Company’s ability to locate, consummate and exit investments that satisfy its investment objectives.

~~The~~Uncertainty ~~current~~as ~~interest rate environment is magnifying the Company’s susceptibility~~ to ~~interest rate risk and may adversely affect~~ the ~~Company~~Value ~~by diminishing yield and impacting performance. As~~ of the date of this report, the Federal Reserve Board has increased interest rates several times since the beginning of 2022 and has signaled the possibility of further increases. It is difficult to accurately predict the pace at which the Federal Reserve Board will increase interest rates any further, or the timing, frequency or magnitude of any such increases, and the evaluation of macro-economic and other conditions could cause a change in approach in the future. Any such changes could be sudden and unpredictable. Certain ~~economic~~Portfolio ~~conditions~~Investments and market environments will expose fixed-income and debt instruments to heightened volatility and reduced liquidity, which can negatively impact the Company’s performance or otherwise adversely impact the Company.

~~Certain~~The ~~countries~~Company ~~have~~expects ~~experienced~~that ~~negative~~many ~~interest~~of ~~rates~~its onPortfolio ~~certain~~Investments ~~debt~~will ~~securities~~take ~~and~~the ~~have~~form ~~pursued~~of ~~negative~~securities ~~interest~~that ~~rate~~are ~~policies~~not inpublicly ~~recent years~~traded. AThe ~~negative~~fair ~~interest~~value ~~rate~~of ~~policy~~loans, issecurities anand ~~unconventional~~other ~~central~~investments ~~bank~~that ~~monetary~~are ~~policy~~not ~~tool~~publicly ~~where~~traded ~~nominal~~may ~~target~~not ~~interest~~be ~~rates~~readily ~~are~~determinable, ~~set~~and ~~with~~will ~~negative~~be valued at fair value ~~intended~~as determined in good faith by the Advisor, including to ~~create~~reflect ~~self-sustaining~~significant ~~growth~~events inaffecting the ~~local~~value ~~economy~~of the Company’s investments. ToMost, ~~the~~if ~~extent~~not all, of the Company’s ~~holds~~investments a(other ~~debt~~than ~~instrument~~cash ~~with~~and acash ~~negative~~equivalents) ~~interest~~will ~~rate~~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 Company’s ~~would~~portfolio ~~generate~~valuations awill ~~negative~~be ~~return~~based on ~~that~~unobservable ~~investment.~~inputs Ifand ~~negative~~the ~~interest~~Company’s ~~rates~~assumptions ~~become~~about ~~more~~how ~~prevalent~~market participants would price the asset or liability in question. The Company 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, ~~market~~such ~~participants~~information may ~~seek~~be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to ~~reallocate~~such ~~their~~a ~~investments~~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 Company expects to ~~other~~retain ~~income~~the services of one or more independent service providers to review at least annually the valuation of material fair valued 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-~~producing~~traded ~~assets~~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 Company’s net asset value could ~~further~~be ~~reduce~~adversely affected if determinations regarding the fair value of ~~instruments~~the ~~held~~Company’s byinvestments were materially higher than the values that the Company ultimately realizes upon the disposal of such loans and securities. In addition, the method of calculating the Management Fee and Administration Fee may result in conflicts of interest between the Advisor, on the one hand, and Stockholders on the other hand, with arespect ~~negative~~to ~~yield~~the valuation of investments.

~~Investors~~Syndication ~~should~~and/or ~~also~~Transfer ~~be aware that a change in the general level~~ of ~~interest~~Investments ~~rates can be expected to lead to a change in the interest rate the Company may receive on many of its debt investments.~~

~~Potential~~The ~~for~~Company, ~~Volatile~~directly ~~Markets~~or through the use of one or more SPVs, may originate and/or purchase certain debt assets, including ancillary equity assets (“Assets”). (Ancillary equity assets are generally received in connection with the Company’s debt investments, where the Company on occasion may receive equity interests such as warrants or options as additional consideration.) The Company may also purchase certain Assets (including, participation interests or other indirect economic interests) that have been originated by other affiliated or unaffiliated parties and/or trading on the secondary market. The Company may, in certain circumstances, originate or purchase such Assets with the intent of syndicating and/or otherwise transferring a significant portion thereof, including to one or more offshore funds or accounts managed by the Advisor or any of their affiliates. In such instances, the Company will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Company will also bear the risk of any inability to syndicate or otherwise transfer such Assets or such amount thereof as originally intended, which could result in the Company owning a greater interest therein than anticipated.

~~The~~Derivatives ~~valuations~~Risk of the Company’s investments can be volatile. In addition, price movements may also be influenced by, among other things, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and national and international political and economic events and policies. In addition, governments from time to time intervene in certain markets. Such intervention often is intended directly to influence prices and may cause or contribute to rapid fluctuations in asset prices, which may adversely affect the Company’s returns.

~~Availability~~The use of ~~Suitable~~derivative ~~Investments~~instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk, market risk, credit risk, leveraging risk, counterparty risk, tax risk and management risk, as well as risks arising from changes in applicable requirements. They also involve the risk arising from margin requirements, the risk arising from mispricing or valuation complexity, the risk of unfavorable or ambiguous documentation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. If the Company invests in a derivative instrument, it could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Company will engage in these transactions to reduce exposure to other risks when that would be beneficial. The Company’s use of derivatives may increase or accelerate the amount of taxes payable by Stockholders.

~~The~~24 business of investing in middle market companies has from time to time been highly competitive; the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. There are no assurances that the Company may be able

21OTC derivatives are also subject to the risk that a counterparty to the transaction will not fulfill its contractual obligations to the other party, as many of the protections afforded to centrally-cleared derivatives might not be available for OTC derivatives transactions. For derivatives traded on an exchange or through a central counterparty, credit risk resides with the Company’s clearing broker, or the clearinghouse itself, rather than with a counterparty in an OTC derivative transaction.

~~Table~~Hedges ofare ~~Contents~~sometimes subject to imperfect matching between the derivative and the underlying instrument, and there can be no assurance that the Company’s hedging transactions will be effective.

Regulation of the derivatives market presents additional risks to ~~invest~~the Company and ~~reinvest~~may ~~its~~limit ~~capital~~the ~~fully~~ability of the Company to use derivatives, and the availability or ~~that~~performance ~~suitable~~of ~~investment~~such ~~opportunities~~instruments. ~~will~~For beinstance, ~~identified~~in ~~which~~October ~~satisfy~~2020, the ~~Company~~SEC adopted Rule 18f-4 under the 1940 Act providing for the regulation of a registered investment company’s ~~rate~~use of ~~return~~derivatives, orshort ~~maturity~~sales, ~~objectives~~reverse repurchase agreements, and certain other instruments. ~~Competition~~Under Rule 18f-4, a fund’s derivatives exposure is limited through a value-at-risk test and requires the adoption and implementation of a derivatives risk management program for certain derivatives users. However, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users (as defined in Rule 18f-4) and would not be subject to the ~~industry~~full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation and ~~performance~~cover byframework arising from prior SEC guidance for covering derivatives and certain financial instruments, as discussed herein, effective at the ~~borrower~~time that the Company complies with Rule 18f-4. Rule 18f-4 could ~~reduce~~limit the ~~rates~~Company’s ability to engage in certain derivatives and other transactions and/or increase the costs of ~~return~~such ~~available~~transactions, towhich could adversely affect the value or performance of the Company. onCompliance ~~its~~with ~~investments~~Rule 18f-4 became required starting in August 2022.

~~Competition~~Under ~~Risk~~Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and revolving loans), 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. These requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.

~~Identifying,~~Investments ~~completing and realizing attractive portfolio investments is competitive and involves a high degree of uncertainty. The Company’s profitability depends,~~ in ~~large~~Leveraged ~~part,~~Portfolio onCompanies its ability to acquire target assets at attractive prices. In acquiring its target assets, the Company will compete with a variety of institutional investors, including specialty finance companies, public and private funds (including other funds managed by PIMCO), other BDCs, commercial and investment banks, commercial finance and insurance companies and other financial institutions. Also, as a result of this competition, desirable investments in the Company’s target assets may be limited in the future and the Company may not be able to take advantage of attractive investment opportunities from time to time, as the Company can provide no assurance that it will be able to identify and make investments that are consistent with its investment objectives. The Company cannot assure you that the competitive pressures it faces will not have a material adverse effect on its business, financial condition and results of operations or the Company’s ability to locate, consummate and exit investments that satisfy its investment objectives.

~~Uncertainty~~The Company may invest in certain small business investment companies or other funds that may employ leverage as part of their strategy. In addition, as described above, the Company may borrow funds to consummate an investment or to pay the ~~Value~~Management Fee. Leverage provides an opportunity for a fund to enhance the rate of ~~Certain~~return ~~Portfolio~~to ~~Investments~~its Stockholders, but creates additional risk with respect to the return of capital or the reduction of the rate of return for Stockholders in the event that such fund’s investments have not performed well. Whether the effect of leverage is beneficial or detrimental to such fund’s Stockholders will depend, among other things, on the cost of the leverage and the investment experience of such fund. With respect to SBA leverage, as is the case with other Federal funding programs, the SBIC program requires periodic Congressional reauthorization. Although the program has been in existence since 1958 and there is no reason to believe that it will not continue to be reauthorized, there can be no assurance that the maximum leverage authorized for any particular fiscal year will be adequate to meet the demand for debenture leverage in that year.

~~The~~Small ~~Company~~Business 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 Advisor, including to reflect significant events affecting the value of the Company’s ~~investments.~~License Most, if not all, of the Company’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 Company’s portfolio valuations will be based on unobservable inputs and the Company’s assumptions about how market participants would price the asset or liability in question. The Company 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 Company expects to retain the services of one or more independent service providers to review at least annually the valuation of material fair valued 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 Company’s net asset value could be adversely affected if determinations regarding the fair value of the Company’s investments were materially higher than the values that the Company ultimately realizes upon the disposal of such loans and securities. In addition, the method of calculating the Management Fee and Administration Fee may result in conflicts of interest between the Advisor, on the one hand, and Stockholders on the other hand, with respect to the valuation of investments.

~~Syndication~~Employees of the Advisor (or an affiliate of the Advisor) may apply for a license to form a SBIC for the Company. If the application is approved and/ the SBA so permits, the SBIC license will be transferred to a wholly-owned subsidiary of the Company. Following such transfer, the SBIC subsidiary will be allowed to issue SBA-guaranteed debentures, subject to the required capitalization of the SBIC subsidiary. SBA guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and other debt. The Company cannot assure you that the principals or ~~Transfer~~employees of ~~Investments~~PIMCO will be successful in receiving an SBIC license from the SBA or that the SBA will permit such license to be transferred to the Company. If the Company does receive an SBIC license, there is no minimum amount of SBA-guaranteed debentures that must be allocated to us.

~~The~~SBA ~~Company,~~Fees ~~directly or through the use of one or more SPVs, may originate~~ and~~/or~~ ~~purchase~~SBIC ~~certain~~Debenture ~~debt~~Rate assets, including ancillary equity assets (“Assets”). (Ancillary equity assets are generally received in connection with the Company’s debt investments, where the Company on occasion may receive equity interests such as warrants or options as additional consideration.) The Company may also purchase certain Assets (including, participation interests or other indirect economic interests) that have been originated by other affiliated or unaffiliated parties and/or trading on the secondary market. The Company may, in certain circumstances, originate or purchase such Assets with the intent of syndicating and/or otherwise transferring a significant portion thereof, including to one or more offshore funds or accounts managed by the Advisor or any of their affiliates. In such instances, the Company will bear the risk of any decline in value prior to such syndication and/or other transfer. In addition, the Company will also bear the risk of any inability to syndicate or otherwise transfer such Assets or such amount thereof as originally intended, which could result in the Company owning a greater interest therein than anticipated.

~~Derivatives~~SBICs ~~Risk~~pay to the SBA fees associated with participation in the SBIC program and the use of SBA leverage. Such fees are set by the Federal Government and may change without warning and potentially impact returns of the Company. Additionally, fees associated with SBIC leverage rates are adjusted on a semi-annual basis. In advance of SBIC leverage drawdowns, debenture rates may increase and negatively impact returns.

~~The~~Possibility ~~use~~ of ~~derivative instruments involves risks different from, and possibly greater than,~~ the ~~risks~~Need ~~associated with investing directly in securities and other traditional investments. Derivatives are subject~~ to aRaise ~~number~~Additional ofCapital risks, such as liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk, market risk, credit risk, leveraging risk, counterparty risk, tax risk and management risk, as well as risks arising from changes in applicable requirements. They also involve the risk arising from margin requirements, the risk arising from mispricing or valuation complexity, the risk of unfavorable or ambiguous documentation and the risk that changes in

22The Company may need additional capital to fund new investments and grow its portfolio of investments once it has fully invested the net proceeds of the initial offering. Unfavorable economic conditions could increase the Company’s funding costs or limit its access to the capital. A reduction in the availability of new capital could limit the Company’s ability to grow. In addition, the Company will be 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 Stockholders to maintain its qualification as a RIC. As a result, these earnings will not be available to fund new investments. An inability on the Company’s part to access the capital successfully could limit its ability to grow its business and execute its business strategy fully and could decrease its earnings, if any, which would have an adverse effect on the value of its securities.

~~Table~~25 ~~of Contents~~

~~the~~Direct ~~value~~Investing ofRisks ~~the derivative may not correlate perfectly with the underlying asset, rate or index. If the Company invests~~ in aMiddle ~~derivative~~Market ~~instrument,~~Companies it could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Company will engage in these transactions to reduce exposure to other risks when that would be beneficial. The Company’s use of derivatives may increase or accelerate the amount of taxes payable by Stockholders. OTC derivatives are also subject to the risk that a counterparty to the transaction will not fulfill its contractual obligations to the other party, as many of the protections afforded to centrally-cleared derivatives might not be available for OTC derivatives transactions. For derivatives traded on an exchange or through a central counterparty, credit risk resides with the Company’s clearing broker, or the clearinghouse itself, rather than with a counterparty in an OTC derivative transaction.

~~Hedges~~Investing ~~are~~in ~~sometimes~~middle-market ~~subject~~and tosmall ~~imperfect~~company ~~matching~~mezzanine ~~between~~debt involves risks that range from the ~~derivative~~more ~~and~~general risks of fixed income investments to those specific to the ~~underlying~~characteristics ~~instrument,~~of ~~and~~mezzanine debt. As with other debt instruments, there ~~can~~is bea norisk ~~assurance~~of issuer default but this risk is compounded by the fact that companies borrowing mezzanine debt are more apt to have a leveraged balance sheet. Additionally, the ~~Company’s~~middle-market ~~hedging~~and ~~transactions~~small company focus means that the companies will generally be ~~effective~~smaller, more concentrated in their business activities, have fewer capital-raising alternatives and limited management depth.

~~Regulation~~The debt of ~~the~~most ~~derivatives~~ middle-market ~~presents additional risks to the Company~~ and ~~may~~small ~~limit~~companies ~~the~~is ~~ability~~not ofrated ~~the~~by ~~Company~~rating ~~to use derivatives, and the availability or performance of such instruments~~agencies. ~~For instance~~However, inthese ~~October~~borrowers ~~2020,~~are ~~the~~widely ~~SEC~~considered ~~adopted~~to ~~Rule~~be ~~18f-4~~below ~~under the 1940 Act providing for the regulation of a registered~~ investment ~~company’s use of derivatives, short sales, reverse repurchase agreements, and certain other instruments~~grade. ~~Under~~In ~~Rule 18f-4, a fund’s derivatives exposure is limited through a value-at-risk test and requires~~ the ~~adoption~~event ~~and implementation~~ of ~~a derivatives risk management program for certain derivatives users. However~~default, ~~subject~~recoveries tocan ~~certain conditions, funds that do not invest heavily in derivatives may~~ be ~~deemed~~low ~~limited~~because ~~derivatives~~mezzanine ~~users~~debt ~~(as~~claims ~~defined~~are inoften ~~Rule~~subordinate ~~18f-4) and would not be subject~~ to ~~the~~senior ~~full requirements of Rule 18f-4~~debt. InLack ~~connection with the adoption~~ of ~~Rule~~liquidity ~~18f-4,~~is ~~the SEC~~ also ~~eliminated~~another ~~the~~risk ~~asset~~factor ~~segregation~~associated ~~and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments, as discussed herein, effective at the time that the Company complies~~ with ~~Rule 18f~~middle-4.market ~~Rule 18f-4 could limit the Company’s ability to engage in certain derivatives~~ and ~~other~~small ~~transactions~~company ~~and/or~~mezzanine ~~increase the costs of such transactions, which could adversely affect the value or performance of the Company~~debt. ~~Compliance with Rule 18f-4 became required starting in August 2022.~~

~~Under~~While ~~Rule~~middle ~~18f-4~~market companies may have potential for rapid growth, athey ~~BDC~~often involve higher risks than larger companies. Middle market companies have more limited financial resources than larger companies and may ~~enter~~be ~~into~~unable anto ~~unfunded~~meet ~~commitment~~their ~~agreement~~obligations (under their debt obligations that the Company holds, which may ~~include~~be ~~delayed~~accompanied ~~draw~~by a deterioration in the value of any collateral and ~~revolving~~a ~~loans)~~reduction in the likelihood of the Company realizing any guarantees it may have obtained in connection with its investment. Middle market companies also typically have shorter operating histories, ~~such~~narrower asproduct anlines ~~agreement~~and smaller market shares than larger businesses, which tend to ~~provide~~render ~~financing~~them more vulnerable to acompetitors’ ~~portfolio~~actions ~~company~~and market conditions, ifas well as general economic downturns. Less publicly available information may be available about these companies and they may not be subject to the ~~BDC~~financial ~~has~~and other reporting requirements applicable to public companies. They are more likely to depend on the management talents and efforts of a small group of persons; therefore, ~~among~~the ~~other~~death, ~~things~~disability, resignation or termination of one or more of these persons could have a ~~reasonable~~material ~~belief~~adverse impact on the company and, atin turn, on the ~~time~~Company. itMiddle ~~enters~~market ~~into~~companies ~~such~~may analso ~~agreement~~have less predictable operating results and may require substantial additional capital to support their operations, ~~that~~finance itexpansion ~~will~~or maintain their competitive position. They may also have ~~sufficient~~difficulty ~~cash~~accessing ~~and~~the ~~cash~~capital ~~equivalents~~markets to meet ~~its~~future ~~obligations~~capital ~~with~~needs, ~~respect~~which may limit their ability to ~~all~~grow ofor ~~its~~to ~~unfunded~~repay ~~commitment~~their ~~agreements~~outstanding indebtedness upon maturity. If these companies are private companies, inthere ~~each~~will ~~case~~not be as itmuch ~~becomes~~publicly ~~due.~~available ~~These~~information ~~requirements~~about these companies as there is for public companies and such information may ~~limit~~not be of the same quality. The Company’s ~~ability~~will togenerally ~~use~~focus ~~derivatives~~on ~~and/~~debt investments in middle market companies. The Advisor may determine whether companies are U.S.-based or ~~enter~~qualify ~~into~~as ~~certain~~“middle ~~other~~market” ~~financial~~in ~~contracts~~its sole discretion.

~~Investments~~Second-Lien, inor ~~Leveraged~~Other ~~Portfolio~~Subordinated ~~Companies~~Loans or Debt Risk

The Company may ~~invest~~acquire inand/or ~~certain~~originate ~~small~~second-lien ~~business~~or ~~investment~~other ~~companies~~subordinated orloans. ~~other~~In ~~funds~~the ~~that~~event ~~may~~of ~~employ~~a ~~leverage~~loss asof ~~part~~value of ~~their~~the ~~strategy.~~underlying Inassets ~~addition,~~that ascollateralize ~~described~~the ~~above~~loans, the ~~Company~~subordinate ~~may~~portions ~~borrow~~of ~~funds~~the toloans ~~consummate~~may ansuffer ~~investment~~a orloss prior to ~~pay~~ the ~~Management~~more ~~Fee.~~senior ~~Leverage~~portions ~~provides~~suffering ana ~~opportunity~~loss. ~~for~~If a ~~fund~~borrower defaults and lacks sufficient assets to ~~enhance~~satisfy the ~~rate~~Company’s ofloan, ~~return~~the toCompany ~~its~~may ~~Stockholders,~~suffer ~~but~~a ~~creates~~loss ~~additional~~of ~~risk~~principal ~~with~~or ~~respect~~interest. toIf a borrower declares bankruptcy, the ~~return~~Company ofmay ~~capital~~not orhave ~~the~~full ~~reduction~~recourse ofto the ~~rate~~assets of ~~return~~the ~~for~~borrower, ~~Stockholders~~or inthe assets of the ~~event~~borrower ~~that~~may ~~such~~not ~~fund’s~~be ~~investments~~sufficient ~~have~~to ~~not~~satisfy ~~performed~~the ~~well~~loan. ~~Whether~~In ~~the~~addition, ~~effect~~certain of ~~leverage~~the isCompany’s ~~beneficial~~loans ormay ~~detrimental~~be subordinate to ~~such~~other ~~fund’s~~debt ~~Stockholders~~of ~~will~~the ~~depend,~~borrower. ~~among~~As ~~other~~a ~~things~~result, onif ~~the~~a ~~cost~~borrower ofdefaults ~~the~~on ~~leverage and~~ the ~~investment~~Company’s ~~experience~~loan ofor ~~such~~on ~~fund.~~debt ~~With~~senior ~~respect~~ to ~~SBA~~the ~~leverage~~Company’s loan, asor isin the ~~case~~event ~~with~~of ~~other~~the ~~Federal~~bankruptcy ~~funding~~of ~~programs~~a borrower, the ~~SBIC~~Company’s ~~program~~loan ~~requires~~will ~~periodic~~be ~~Congressional~~satisfied ~~reauthorization.~~only ~~Although~~after ~~the~~all ~~program~~senior ~~has~~debt ~~been~~is paid in ~~existence~~full. ~~since~~The ~~1958~~Company’s ~~and~~ability ~~there~~to isamend nothe ~~reason~~terms toof ~~believe~~the ~~that~~Company’s itloans, ~~will~~assign ~~not~~the ~~continue~~Company’s toloans, beaccept ~~reauthorized~~prepayments, ~~there~~exercise ~~can~~the beCompany’s noremedies ~~assurance~~(through ~~that~~“standstill ~~the~~periods”) ~~maximum~~and ~~leverage~~control ~~authorized~~decisions ~~for~~made ~~any~~in ~~particular~~bankruptcy ~~fiscal~~proceedings ~~year~~relating ~~will~~to borrowers may be ~~adequate~~limited toby ~~meet~~intercreditor ~~the~~arrangements ~~demand~~if ~~for~~debt ~~debenture~~senior ~~leverage~~to inthe ~~that~~Company’s ~~year~~loans exists.

~~Small~~Unsecured ~~Business~~Loans ~~Company~~or ~~License~~Debt

~~Employees~~The ofCompany ~~the Advisor (or an affiliate of the Advisor)~~ may ~~apply~~invest ~~for~~in aunsecured ~~license~~loans towhich ~~form~~are anot ~~SBIC~~secured ~~for~~by ~~the Company~~collateral. IfIn the ~~application~~event isof ~~approved~~default ~~and~~on ~~the~~an ~~SBA~~unsecured ~~so permits~~loan, the ~~SBIC~~first ~~license~~priority ~~will~~lien beholder ~~transferred~~has first claim to athe ~~wholly-owned~~underlying ~~subsidiary~~collateral of the ~~Company~~loan. ~~Following~~It ~~such~~is ~~transfer,~~possible ~~the~~that ~~SBIC~~no ~~subsidiary~~collateral ~~will~~value bewould ~~allowed~~remain tofor ~~issue~~an ~~SBA-guaranteed~~unsecured ~~debentures,~~holder ~~subject~~and totherefore ~~the~~result ~~required~~in ~~capitalization~~a loss of ~~the~~investment ~~SBIC~~to ~~subsidiary~~the Company. ~~SBA~~Because ~~guaranteed~~unsecured ~~debentures~~loans ~~carry long-term fixed rates that~~ are ~~generally~~ lower ~~than~~in ~~rates~~priority onof ~~comparable~~payment ~~bank~~to ~~and~~secured ~~other~~loans, ~~debt.~~they ~~The~~are ~~Company~~subject ~~cannot~~to ~~assure~~the ~~you~~additional risk that the ~~principals~~cash orflow ~~employees~~ of ~~PIMCO~~the ~~will~~borrower may be ~~successful~~insufficient into ~~receiving~~meet anscheduled ~~SBIC~~payments ~~license~~after ~~from~~giving ~~the~~effect ~~SBA~~to ~~or that~~ the ~~SBA~~secured ~~will~~obligations ~~permit~~of ~~such license to be transferred to~~ the ~~Company~~borrower. IfUnsecured ~~the~~loans ~~Company~~generally ~~does~~have ~~receive~~greater anprice ~~SBIC~~volatility ~~license,~~than ~~there~~secured isloans noand ~~minimum~~may ~~amount of SBA-guaranteed debentures that must~~ be ~~allocated~~less ~~to us~~liquid.

~~SBA~~Risks ~~Fees~~Associated ~~and~~with ~~SBIC~~Covenant-Lite ~~Debenture~~Loans ~~Rate~~

~~SBICs~~A ~~pay~~significant tonumber of leveraged loans in the ~~SBA~~market ~~fees~~may ~~associated~~consist ~~with~~of ~~participation~~loans inthat ~~the~~do ~~SBIC~~not ~~program~~contain ~~and~~financial maintenance covenants (“Covenant-Lite Loans”). While the ~~use~~Company ofdoes ~~SBA~~not ~~leverage.~~intend ~~Such~~to ~~fees~~invest ~~are~~in ~~set~~Covenant-Lite byLoans ~~the~~as ~~Federal~~part ~~Government~~of ~~and~~its ~~may~~principal ~~change~~investment ~~without~~strategy, ~~warning~~it ~~and~~is ~~potentially~~possible ~~impact~~that ~~returns~~such loans may comprise a portion of the Company’s portfolio. ~~Additionally,~~Such ~~fees~~loans ~~associated~~do ~~with~~not ~~SBIC~~require ~~leverage~~the ~~rates~~borrower ~~are~~to ~~adjusted~~maintain ondebt aservice ~~semi-annual~~or ~~basis.~~other Infinancial ~~advance~~ratios. Ownership of ~~SBIC~~Covenant-Lite ~~leverage~~Loans ~~drawdowns~~may expose the Company to different risks, ~~debenture~~including ~~rates~~with ~~may~~respect ~~increase~~to liquidity, price volatility, ability to restructure loans, credit risks and ~~negatively~~less ~~impact~~protective ~~returns~~loan documentation than is the case with loans that also contain financial maintenance covenants.

~~Possibility~~26 ~~of the Need to Raise Additional Capital~~

~~The~~Below ~~Company~~Investment ~~may~~Grade ~~need additional capital to fund new investments~~ and ~~grow~~Unrated ~~its~~Debt ~~portfolio~~Obligations ofRisk ~~investments once it has fully invested the net proceeds of this offering. Unfavorable economic conditions could increase the Company’s funding costs or limit its access to the~~

23The Company may invest in below investment grade debt obligations. Investments in the below investment grade categories are subject to greater risk of loss of principal and interest than higher-rated securities and may be considered to be predominantly speculative with respect to the obligor’s capacity to pay interest and repay principal. They may also be considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with below investment grade securities, the yields and prices of such securities may fluctuate more than those for higher-rated securities. The market for below investment grade securities may be smaller and less active than that for higher-rated securities, which may adversely affect the prices at which these securities can be sold and result in losses to the Company, which, in turn, could have a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and net asset value. Investments in below investment grade instruments may present special tax issues for the Company. U.S. federal income tax rules are not entirely clear about issues such as when the Company 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. Investments that are rated below investment grade are sometimes referred to as “high yield bonds,” “junk bonds” or “leveraged loans” (i.e., loans to companies with existing debt).

~~Table~~In addition, the Company may invest in debt obligations which may be unrated by a recognized credit rating agency, which may be subject to greater risk of ~~Contents~~loss of principal and interest than higher-rated debt obligations or debt obligations which rank behind other outstanding securities and obligations of the obligor, all or a significant portion of which may be secured on substantially all of that obligor’s assets. The Company may also invest in debt obligations which are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Any of these factors could have a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and net asset value.

~~capital.~~To ~~A reduction in~~ the ~~availability~~extent ofthat ~~new capital could limit~~ the Company’s ~~ability~~invests ~~to grow. In addition, the Company will be required to distribute at least 90% of its net ordinary income and net short-term capital gains~~ in ~~excess~~below ofinvestment ~~net~~grade ~~long-term capital losses, if any, to Stockholders to maintain its qualification as a RIC. As a result, these earnings will not be available to fund new~~ investments. Anthat ~~inability~~are onalso ~~the~~stressed ~~Company’s~~or ~~part~~distressed tothen ~~access~~ the ~~capital~~risks ~~successfully~~discussed ~~could~~above ~~limit~~are ~~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~~heightened.

~~Direct~~Equity ~~Investing~~Securities ~~Risks~~Risk ~~in Middle Market Companies~~

~~Investing~~The inCompany ~~middle-market~~may purchase common and ~~small~~other ~~company~~equity ~~mezzanine~~securities. ~~debt~~Although ~~involves~~common ~~risks~~stock ~~that~~has ~~range~~historically ~~from~~generated ~~the~~higher ~~more~~average ~~general~~total ~~risks~~returns ofthan fixed income ~~investments~~securities toover the long term, common stock also has experienced significantly more volatility in those ~~specific~~returns. The equity securities the Company acquires may fail to appreciate and may decline in value or become worthless, and the ~~characteristics~~Company’s ability to recover its investment will depend on a portfolio company’s success. Investments in equity securities involve a number of ~~mezzanine~~significant ~~debt~~risks. AsWhile ~~with~~there ~~other~~are ~~debt~~many ~~instruments~~types of equity securities, ~~there~~prices isof all equity securities will fluctuate. Any equity investment in a ~~risk~~portfolio company could be subject to further dilution as a result of ~~issuer~~the ~~default~~issuance ~~but~~of ~~this~~additional ~~risk~~equity interests and to serious risks as a junior security that will be subordinate to all indebtedness (including trade creditors) or other senior securities in the event that the issuer is ~~compounded~~unable byto meet its obligations or becomes subject to a bankruptcy process. To the ~~fact~~extent that ~~companies~~the ~~borrowing~~portfolio ~~mezzanine~~company ~~debt~~requires ~~are~~additional ~~more~~capital ~~apt~~and is unable to ~~have~~obtain ait, ~~leveraged~~the ~~balance~~Company ~~sheet~~may not recover its investment. ~~Additionally~~In some cases, equity securities in which the ~~middle-market~~Company ~~and~~invests ~~small~~will ~~company~~not ~~focus~~pay ~~means~~current ~~that~~dividends, and the ~~companies~~Company’s ~~will~~ability ~~generally~~to berealize ~~smaller~~a return on its investment, ~~more~~as ~~concentrated~~well inas ~~their~~to ~~business~~recover ~~activities~~its investment, ~~have~~will ~~fewer~~be ~~capital-raising~~dependent ~~alternatives~~on ~~and~~the ~~limited~~success ~~management~~of ~~depth~~the portfolio company.

~~The~~Interest ~~debt~~Rate ofRisk most middle-market and small companies is not rated by rating agencies. However, these borrowers are widely considered to be below investment grade. In the event of default, recoveries can be low because mezzanine debt claims are often subordinate to senior debt. Lack of liquidity is also another risk factor associated with middle-market and small company mezzanine debt.

~~While~~The ~~middle~~Company ~~market~~intends ~~companies~~to ~~may~~primarily ~~have~~invest ~~potential~~in ~~for~~instruments ~~rapid~~with ~~growth,~~adjustable ~~they often involve higher risks than larger companies~~rates. ~~Middle~~Interest ~~market~~rate ~~companies~~changes ~~have more limited financial resources than larger companies and~~ may beaffect ~~unable~~the tovalue ~~meet~~of ~~their~~a ~~obligations under their~~ debt ~~obligations~~instrument ~~that~~indirectly ~~the~~(especially ~~Company holds, which may be accompanied by a deterioration~~ in the ~~value~~case of ~~any~~fixed ~~collateral~~rate securities) and adirectly ~~reduction~~(especially in the ~~likelihood~~case of ~~the~~instruments ~~Company~~whose ~~realizing~~rates ~~any~~are ~~guarantees it may have obtained in connection with its investment~~adjustable). ~~Middle~~In ~~market companies also typically have shorter operating histories~~general, ~~narrower~~rising ~~product~~interest ~~lines~~rates ~~and~~will ~~smaller~~negatively ~~market~~impact shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Less publicly available information may be available about these companies and they may not be subject to the ~~financial~~price ~~and other reporting requirements applicable to public companies. They are more likely to depend on the management talents and efforts~~ of a ~~small~~fixed ~~group~~rate ofdebt ~~persons;~~instrument ~~therefore,~~and ~~the~~falling ~~death,~~interest ~~disability,~~rates ~~resignation~~will ~~or termination of one or more of these persons could~~ have a ~~material~~positive ~~adverse~~effect ~~impact~~ on ~~the company and, in turn, on the Company~~price. ~~Middle~~Interest ~~market~~rate ~~companies~~sensitivity may also have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. They may also have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. If these companies are private companies, there will not be as much publicly available information about these companies as there is ~~for~~generally ~~public~~more ~~companies~~pronounced and ~~such~~less ~~information~~predictable ~~may not be of the same quality. The Company will generally focus on debt investments~~ in ~~middle~~instruments ~~market~~with ~~companies.~~uncertain ~~The~~payment ~~Advisor may determine whether companies are U.S.-based~~ or ~~qualify~~prepayment ~~as “middle market” in its sole discretion~~schedules.

~~Second-Lien,~~Borrowing orand ~~Other~~Derivative ~~Subordinated Loans or Debt~~ Risk

The Company may ~~acquire~~borrow from and~~/or~~ ~~originate~~issue ~~second-lien~~senior ordebt ~~other~~securities ~~subordinated~~to ~~loans.~~banks, Ininsurance ~~the~~companies ~~event~~and ofother alenders ~~loss~~or ofinvestors ~~value~~as part of ~~the~~its ~~underlying~~investment ~~assets~~strategy. ~~that~~Holders ~~collateralize~~of ~~the~~these ~~loans,~~senior ~~the~~securities ~~subordinate~~will ~~portions~~have offixed-dollar ~~the~~claims ~~loans~~on ~~may~~the ~~suffer~~Company’s aassets ~~loss~~that ~~prior~~are superior to the ~~more~~claims ~~senior~~of ~~portions suffering a loss~~Stockholders. If athe ~~borrower~~value ~~defaults~~of ~~and lacks sufficient assets to satisfy~~ the Company’s ~~loan,~~assets ~~the Company may suffer a loss of principal or interest. If a borrower declares bankruptcy~~decreases, ~~the~~leveraging ~~Company~~would ~~may~~cause ~~not~~net ~~have~~asset ~~full~~value ~~recourse~~(“NAV”) to ~~the~~decline ~~assets~~more ofsharply ~~the~~than ~~borrower,~~it orotherwise ~~the~~would ~~assets~~have ofif the ~~borrower~~Company ~~may~~did not beemploy ~~sufficient to satisfy the loan~~leverage. ~~In addition~~Similarly, ~~certain~~any ofdecrease in the Company’s ~~loans~~income ~~may~~would because ~~subordinate~~net income to ~~other~~decline ~~debt~~more ofsharply ~~the~~than ~~borrower.~~it Aswould ahave ~~result,~~had ifit anot ~~borrower~~borrowed. ~~defaults~~Such ona ~~the~~decline ~~Company’s~~could ~~loan~~negatively oraffect ~~on debt senior to~~ the Company’s ~~loan,~~ability orto inmake ~~the~~Common ~~event~~Stock ofdividend ~~the~~payments. ~~bankruptcy~~The ~~of a borrower, the~~ Company’s ~~loan~~ability ~~will~~to beservice ~~satisfied~~any ~~only~~debt ~~after~~that ~~all~~it ~~senior~~incurs ~~debt~~will isdepend ~~paid~~largely inon ~~full.~~its ~~The~~financial ~~Company’s~~performance ~~ability~~and towill ~~amend~~be ~~the~~subject ~~terms~~to ofprevailing ~~the~~economic ~~Company’s~~conditions ~~loans,~~and ~~assign~~competitive ~~the~~pressures. ~~Company’s~~There ~~loans,~~can ~~accept~~be ~~prepayments,~~no ~~exercise~~assurance that the Company’s ~~remedies~~will ~~(through~~use ~~“standstill~~leverage ~~periods”)~~or ~~and~~that ~~control~~a ~~decisions~~leveraging ~~made~~strategy inwill ~~bankruptcy proceedings relating to borrowers may~~ be ~~limited~~successful byduring ~~intercreditor~~any ~~arrangements~~period ifin ~~debt~~which ~~senior~~it tois ~~the Company’s loans exists~~employed.

~~Unsecured~~27 ~~Loans or Debt~~

~~The~~Furthermore, ~~Company~~any ~~may~~credit ~~invest~~agreement inor ~~unsecured~~other ~~loans~~debt ~~which~~financing ~~are~~agreement ~~not~~into ~~secured~~which bythe ~~collateral.~~Company Inmay ~~the~~enter ~~event~~may ofimpose ~~default~~financial onand anoperating ~~unsecured~~covenants ~~loan,~~that ~~the~~restrict ~~first~~its ~~priority~~investment ~~lien~~activities, ~~holder~~the ~~has~~Company’s ~~first~~ability ~~claim~~ to ~~the~~call ~~underlying~~capital, ~~collateral~~remedies ofon ~~the~~default ~~loan~~and similar matters. ItIn isconnection ~~possible~~with ~~that~~borrowings, nothe ~~collateral~~Company’s ~~value~~lenders ~~would~~may ~~remain~~also ~~for~~require anthe ~~unsecured~~Company ~~holder~~to ~~and~~pledge ~~therefore~~assets, ~~result~~Stockholder incommitments ato ~~loss~~fund ofcapital ~~investment~~calls toand/or the ~~Company.~~proceeds ~~Because~~of ~~unsecured~~those ~~loans~~capital ~~are~~calls, ~~lower~~thereby inallowing ~~priority~~the oflender ~~payment~~ to ~~secured~~call ~~loans,~~for ~~they~~Capital ~~are~~Contributions ~~subject~~upon to the ~~additional~~occurrence ~~risk~~of ~~that~~an ~~the~~event ~~cash~~of ~~flow~~default ofunder ~~the~~such ~~borrower~~financing ~~may~~arrangement. beTo ~~insufficient~~the toextent ~~meet~~such ~~scheduled~~an ~~payments~~event ~~after~~of ~~giving~~default ~~effect~~does tooccur, ~~the~~Stockholders ~~secured~~could ~~obligations~~therefore ofbe ~~the~~required ~~borrower.~~to ~~Unsecured~~fund ~~loans~~any ~~generally~~shortfall ~~have~~up ~~greater~~to ~~price~~their ~~volatility~~remaining ~~than~~Capital ~~secured~~Commitments, ~~loans~~without ~~and~~regard ~~may~~to bethe ~~less~~underlying ~~liquid~~value of their investment.

~~Risks~~Lastly, ~~Associated~~the ~~with~~Company ~~Covenant-Lite~~may ~~Loans~~be unable to obtain its desired leverage, which would, in turn, affect a Stockholder’s return on investment.

AThe ~~significant~~Company’s ~~number~~use of ~~leveraged~~leverage, ~~loans~~if inany, creates the ~~market~~opportunity ~~may~~for ~~consist~~increased ofCommon ~~loans~~Stock ~~that~~net doincome, ~~not~~but ~~contain~~also ~~financial~~creates ~~maintenance~~special ~~covenants~~risks ~~(“Covenant-Lite~~for ~~Loans”)~~Stockholders. ~~While~~To the extent used, there is no assurance that the Company’s ~~does~~leveraging ~~not~~strategies ~~intend~~will be successful. Leverage is a speculative technique that may expose the Company to ~~invest~~greater risk and increased costs. The Company’s assets attributable to leverage, if any, will be invested in ~~Covenant-Lite~~accordance ~~Loans~~with asthe ~~part~~Company’s investment objectives and policies. Interest expense payable by the Company with respect to derivatives and other forms of ~~its~~leverage, ~~principal~~and ~~investment~~dividends ~~strategy~~payable with respect to any preferred shares outstanding, itif isany, ~~possible~~will generally be based on shorter-term interest rates that ~~such~~would ~~loans~~be ~~may~~periodically ~~comprise~~reset. aSo ~~portion~~long ofas the Company’s portfolio. ~~Such~~investments ~~loans~~provide doa ~~not~~higher ~~require~~rate of return (net of applicable Company expenses) than the ~~borrower~~interest expenses and other costs to ~~maintain~~the ~~debt~~Company ~~service~~of orsuch ~~other~~leverage, ~~financial~~the ~~ratios.~~investment ~~Ownership~~of the proceeds thereof will generate more income than will be needed to pay the costs of ~~Covenant-Lite~~the ~~Loans~~leverage. If so, and all other things being equal, the excess may ~~expose~~be used to pay higher dividends to Stockholders than if the Company towere ~~different~~not ~~risks~~so leveraged. If, ~~including~~however, ~~with~~shorter-term ~~respect~~interest rates rise relative to ~~liquidity~~the rate of return on the Company’s portfolio, ~~price~~the ~~volatility~~interest and other costs to the Company of leverage could exceed the rate of return on the debt obligations and other investments held by the Company, ~~ability~~thereby reducing return to ~~restructure~~Stockholders. ~~loans~~In addition, ~~credit~~fees ~~risks~~and expenses of any form of leverage used by the Company will be borne entirely by the Stockholders (and ~~less~~not ~~protective~~by ~~loan~~preferred ~~documentation~~Stockholders, ~~than~~if isany) and will reduce the ~~case~~investment ~~with~~return ~~loans~~of the Common Stocks. Therefore, there can be no assurance that ~~also~~the ~~contain~~Company’s ~~financial~~use ~~maintenance~~of ~~covenants~~leverage will result in a higher yield on the Common Stocks, and it may result in losses. In addition, any preferred shares issued by the Company are expected to pay cumulative dividends, which may tend to increase leverage risk.

24Leverage creates several major types of risks for Stockholders, including:

~~Table~~• the likelihood of ~~Contents~~greater volatility of NAV of Common Stocks, and of the investment return to Stockholders, than a comparable portfolio without leverage;

~~Below~~• ~~investment~~the ~~Grade~~possibility either that Common Stock dividends will fall if the interest and ~~Unrated~~other ~~Debt~~costs ~~Obligations~~of ~~Risk~~leverage rise, or that dividends paid on Common Stocks will fluctuate because such costs vary over time; and

~~The~~• ~~Company may invest in below investment grade debt obligations. Investments in~~ the ~~below~~effects ~~investment grade categories are subject to greater risk~~ of ~~loss~~leverage ofin ~~principal~~a ~~and~~declining ~~interest~~market ~~than~~or ~~higher-rated~~a ~~securities~~rising ~~and may be considered to be predominantly speculative with respect to the obligor’s capacity to pay~~ interest ~~and~~rate ~~repay~~environment, ~~principal.~~as ~~They~~leverage ~~may~~is ~~also~~likely ~~be considered~~ to because ~~subject~~a to greater ~~risk~~decline ~~than securities with higher ratings~~ in the ~~case~~NAV of ~~deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with below investment grade securities,~~ the ~~yields~~Common ~~and~~Stocks ~~prices of such securities may fluctuate more~~ than ~~those~~if ~~for~~the ~~higher-rated~~Company ~~securities.~~were ~~The~~not ~~market~~leveraged ~~for below investment grade securities may be smaller~~ and ~~less active than that for higher-rated securities, which~~ may ~~adversely affect the prices at which these securities can be sold and~~ result in ~~losses to the Company, which, in turn, could have~~ a ~~material~~greater ~~adverse~~decline ~~effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and net asset value. Investments~~ in ~~below investment grade instruments may present special tax issues for~~ the ~~Company. U.S. federal income tax rules are not entirely clear about issues such as when the Company may cease to accrue interest, original issue discount or~~ market ~~discount,~~value 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~~the ~~obligations~~Common ~~in a bankruptcy or workout context are taxable~~Stocks. ~~Investments that are rated below investment grade are sometimes referred to as “high yield bonds,” “junk bonds” or “leveraged loans” (i.e., loans to companies with existing debt).~~

• In addition, the ~~Company~~counterparties ~~may invest in debt obligations which may be unrated by a recognized credit rating agency, which may be subject~~ to ~~greater~~the ~~risk~~Company’s ofleveraging ~~loss~~transactions ~~of principal~~ and ~~interest~~any ~~than~~preferred ~~higher-rated~~Stockholders ~~debt obligations or debt obligations which rank behind other outstanding securities and obligations~~ of the ~~obligor, all or a significant portion of which may be secured on substantially all of that obligor’s assets. The~~ Company ~~may~~will also invest in debt obligations which are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have ~~different~~priority ~~standards, making comparison across countries difficult. Any~~ of ~~these~~payment ~~factors~~over ~~could have a material adverse effect on~~ the ~~performance of the~~ Company~~, and, by extension, the Company~~’s ~~business, financial condition, results of operations and net asset value~~Stockholders.

The Company may engage in total return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, purchases or sales of futures and forward contracts (including foreign currency exchange contracts), call and put options and/or other derivatives. The Company’s use of such transactions gives rise to associated leverage risks described above, and may adversely affect the Company’s income, distributions and total returns to Stockholders. To the extent that ~~the~~any ~~Company~~offsetting ~~invests~~positions do not behave in ~~below~~relation ~~investment~~to ~~grade~~one ~~investments~~another ~~that~~as ~~are~~expected, ~~also~~the ~~stressed~~Company ormay ~~distressed~~perform ~~then~~as ~~the~~if ~~risks~~it ~~discussed~~is ~~above~~leveraged ~~are~~through ~~heightened~~use of these derivative strategies.

~~Equity~~Any ~~Securities~~total ~~Risk~~return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, purchases or sales of futures and forward contracts (including foreign currency exchange contracts), call and put options or other derivatives by the Company or counterparties to the Company’s other leveraging transactions, if any, would have seniority over the Company’s Common Stocks.

~~The~~In ~~Company~~October ~~may~~2020, ~~purchase common and other equity securities. Although common stock has historically generated higher average total returns than fixed income securities over~~ the ~~long~~SEC ~~term,~~adopted ~~common~~a ~~stock~~rule ~~also~~related ~~has~~to ~~experienced significantly more volatility in those returns. The equity securities~~ the ~~Company~~use ~~acquires~~of ~~may~~derivatives, ~~fail~~short tosales, ~~appreciate~~reverse ~~and~~repurchase ~~may~~agreements ~~decline in value or become worthless,~~ and ~~the~~certain ~~Company’s~~other ~~ability~~transactions toby ~~recover~~registered ~~its~~ investment ~~will~~companies ~~depend~~that onrescinds aand ~~portfolio~~withdraws ~~company’s~~the ~~success.~~guidance ~~Investments in equity securities involve a number~~ of ~~significant~~the ~~risks.~~SEC ~~While~~and ~~there~~its ~~are~~staff ~~many~~regarding ~~types~~asset ofsegregation ~~equity~~and ~~securities,~~cover ~~prices~~transactions ofthat ~~all~~was ~~equity~~applicable ~~securities will fluctuate. Any equity investment in a portfolio company could be subject~~ to ~~further~~the ~~dilution~~Company as ~~a result~~ of the ~~issuance~~date of ~~additional~~this ~~equity~~report. ~~interests~~Subject ~~and~~ to ~~serious~~certain ~~risks~~exceptions, asthe arule ~~junior~~requires ~~security~~funds that ~~will be subordinate to all indebtedness (including~~ trade ~~creditors)~~derivatives orand other ~~senior~~transactions ~~securities in the event~~ that ~~the~~create ~~issuer~~future ispayment ~~unable~~or todelivery ~~meet its~~ obligations orto ~~becomes~~comply ~~subject~~with to a ~~bankruptcy~~value-at-risk ~~process.~~leverage Tolimit ~~the~~and ~~extent~~certain ~~that~~derivatives ~~the~~risk ~~portfolio~~management ~~company~~program ~~requires additional capital~~ and isreporting ~~unable~~requirements. toThe ~~obtain~~rule ~~it,~~went ~~the~~into ~~Company~~effect ~~may~~on ~~not~~February 19, ~~recover its investment~~2021. InThe ~~some~~compliance ~~cases,~~date ~~equity~~for ~~securities~~the innew ~~which~~rule and the ~~Company~~related ~~invests~~reporting ~~will~~requirements ~~not~~was ~~pay current dividends~~August 19, ~~and~~2022. ~~the~~Management ~~Company’s~~has ~~ability~~implemented tochanges ~~realize~~in aconnection ~~return~~with onthe ~~its~~rule ~~investment,~~and ashas ~~well~~determined asthat tothere ~~recover~~is ~~its~~no ~~investment,~~material ~~will~~impact beto ~~dependent on~~ the ~~success~~Company’s offinancial ~~the portfolio company~~statements.

~~Interest~~28 ~~Rate Risk~~

~~The~~PIK ~~Company intends to primarily invest in instruments with adjustable rates.~~ Interest ~~rate~~Payments changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules.

~~Borrowing~~Certain of the Company’s debt investments may contain provisions providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt of PIK interest will have the effect of increasing the Company’s assets under management. As a result, the receipt of PIK interest may result in an increase in the amount of the base Management Fee payable by the Company. To the extent PIK interest income constitutes a portion of income, the Company will be exposed to risks associated with such income being required to be included in accounting income and ~~Derivative~~taxable ~~Risk~~income prior to receipt of cash, including the following:

• The ~~Company~~higher ~~may~~yields ~~borrow from~~ and ~~issue~~interest ~~senior~~rates ~~debt~~on ~~securities~~PIK ~~to banks, insurance companies and other lenders or investors as part of its investment strategy. Holders of these senior~~ securities ~~will~~reflects ~~have fixed-dollar claims on~~ the ~~Company’s~~payment ~~assets~~deferral that are superior to the claims of Stockholders. If the value of the Company’s assets decreases, leveraging would cause net asset value (“NAV”) to decline more sharply than it otherwise would have if the Company did not employ leverage. Similarly, any decrease in the Company’s income would cause net income to decline more sharply than it would have had it not borrowed. Such a decline could negatively affect the Company’s ability to make Common Stock dividend payments. The Company’s ability to service any debt that it incurs will depend largely on its financial performance and ~~will~~increased becredit ~~subject~~risk toassociated ~~prevailing~~with ~~economic~~such ~~conditions~~instruments and ~~competitive pressures. There can be no assurance~~ that ~~the~~such ~~Company~~investments ~~will~~may ~~use~~represent ~~leverage or that~~ a ~~leveraging~~significantly ~~strategy~~higher ~~will~~credit berisk ~~successful~~than ~~during~~coupon ~~any period in which it is employed~~loans.

25• PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral.

~~Table~~• PIK interest has the effect of ~~Contents~~generating investment income. The deferral of PIK interest also reduces the loan-to-value ratio at a compounding rate.

~~Furthermore,~~Prepayment ~~any~~Risk credit agreement or other debt financing agreement into which the Company may enter may impose financial and operating covenants that restrict its investment activities, the Company’s ability to call capital, remedies on default and similar matters. In connection with borrowings, the Company’s lenders may also require the Company to pledge assets, Stockholder commitments to fund capital calls and/or the proceeds of those capital calls, thereby

~~allowing~~The terms of loans in which the ~~lender~~Company invests may permit the borrowers to ~~call~~voluntarily ~~for~~prepay ~~Capital~~loans ~~Contributions~~at ~~upon~~any time, either with no or a nominal prepayment premium. This prepayment right could result in the ~~occurrence~~borrower repaying the principal on an obligation held by the Company earlier than expected. This may happen when there is a decline in interest rates, when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt. The yield of the Company’s investment assets may be affected by the rate of prepayments differing from the Advisor’s expectations. Assuming an ~~event~~improvement in the credit market conditions, early repayments of ~~default~~the ~~under~~debt ~~such~~held ~~financing~~by ~~arrangement~~the Company could increase. To the extent ~~such~~early anprepayments ~~event~~increase, ofthey ~~default~~may ~~does~~have ~~occur~~a material adverse effect on the Company’s investment objectives and profits. In addition, ~~Stockholders~~if ~~could~~the ~~therefore~~Company beis ~~required~~unable to ~~fund~~reinvest ~~any~~the ~~shortfall~~proceeds upof tosuch ~~their~~prepayments ~~remaining~~received ~~Capital~~in ~~Commitments~~investments expected to be as profitable, ~~without~~the ~~regard~~proceeds togenerated by the ~~underlying~~Company ~~value~~will ofdecline ~~their~~as ~~investment~~compared to the Advisor’s expectations.

~~Lastly,~~Collateral ~~the~~Risk Company may be unable to obtain its desired leverage, which would, in turn, affect a Stockholder’s return on investment. The Company’s use of leverage, if any, creates the opportunity for increased Common Stock net income, but also creates special risks for Stockholders. To the extent used, there is no assurance that the Company’s leveraging strategies will be successful. Leverage is a speculative technique that may expose the Company to greater risk and increased costs. The Company’s assets attributable to leverage, if any, will be invested in accordance with the Company’s investment objectives and policies. Interest expense payable by the Company with respect to derivatives and other forms of leverage, and dividends payable with respect to any preferred shares outstanding, if any, will generally be based on shorter-term interest rates that would be periodically reset. So long as the Company’s portfolio investments provide a higher rate of return (net of applicable Company expenses) than the interest expenses and other costs to the Company of such leverage, the investment of the proceeds thereof will generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher dividends to Stockholders than if the Company were not so leveraged. If, however, shorter-term interest rates rise relative to the rate of return on the Company’s portfolio, the interest and other costs to the Company of leverage could exceed the rate of return on the debt obligations and other investments held by the Company, thereby reducing return to Stockholders. In addition, fees and expenses of any form of leverage used by the Company will be borne entirely by the Stockholders (and not by preferred Stockholders, if any) and will reduce the investment return of the Common Stocks. Therefore, there can be no assurance that the Company’s use of leverage will result in a higher yield on the Common Stocks, and it may result in losses. In addition, any preferred shares issued by the Company are expected to pay cumulative dividends, which may tend to increase leverage risk.

~~Leverage~~The ~~creates~~collateral ~~several~~and ~~major~~security ~~types~~arrangements in relation to such secured obligations as the Company may invest in will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the giving of ~~risks~~collateral or security by an obligor, such as, for ~~Stockholders~~example, ~~including:~~thin capitalization, over-indebtedness, financial assistance and corporate benefit requirements. If the investments do not benefit from the expected collateral or security arrangements, this may adversely affect the value of or, in the event of default, the recovery of principal or interest from such investments made by the Company. Accordingly, any such a failure to properly create or perfect collateral and security interests attaching to the investments could have a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and net asset value.

•Volatility ~~the likelihood~~ of ~~greater~~Loans ~~volatility~~and ofDebt ~~NAV~~Securities of ~~Common~~Leveraged ~~Stocks,~~Companies ~~and of the investment return to Stockholders, than a comparable portfolio without leverage;~~

•Leveraged ~~the~~companies ~~possibility~~may ~~either~~experience ~~that~~bankruptcy ~~Common~~or ~~Stock~~similar ~~dividends~~financial ~~will~~distress. ~~fall~~Many ifof the ~~interest~~events within a bankruptcy case are adversarial and ~~other~~often ~~costs~~beyond the control of ~~leverage~~the ~~rise~~creditors. While creditors generally are afforded an opportunity to object to significant actions, orthere can be no assurance that ~~dividends~~a ~~paid~~bankruptcy oncourt ~~Common~~would ~~Stocks~~not ~~will~~approve ~~fluctuate~~actions ~~because~~that ~~such~~may ~~costs~~be ~~vary~~contrary ~~over~~to ~~time;~~the Company’s interests. Furthermore, there are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower.

•The ~~the~~reorganization ~~effects~~ of ~~leverage~~a incompany acan ~~declining~~involve ~~market~~substantial orlegal, aprofessional ~~rising~~and ~~interest~~administrative ~~rate~~costs ~~environment,~~to asa ~~leverage~~lender and the borrower; it is ~~likely~~subject to ~~cause~~unpredictable aand ~~greater~~lengthy ~~decline~~delays; inand during the ~~NAV~~process ofa ~~the~~company’s ~~Common~~competitive ~~Stocks~~position ~~than~~may iferode, key management may depart and a company may not be able to invest its capital adequately. In some cases, the ~~Company~~debtor ~~were~~company may not ~~leveraged~~be able to reorganize and may ~~result~~be required to liquidate assets. The debt of companies in afinancial ~~greater~~reorganization ~~decline~~will, in ~~the~~most ~~market~~cases, ~~value~~not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the ~~Common~~issuer’s ~~Stocks~~fundamental value.

• In addition, ~~the~~lenders ~~counterparties~~can be subject to lender liability claims for actions taken by them where they become too involved in the ~~Company~~borrower’s ~~leveraging~~business ~~transactions~~or ~~and~~exercise ~~any~~control ~~preferred~~over ~~Stockholders~~the ofborrower. For example, the Company ~~will~~could ~~have~~become ~~priority~~subject ofto ~~payment~~a ~~over~~lender’s liability claim, if, among other things, the borrower requests significant managerial assistance from the Company’s ~~Stockholders~~and it provides such assistance as contemplated by the 1940 Act.

~~The~~Various ~~Company~~laws ~~may~~enacted ~~engage~~for inthe ~~total~~protection ~~return swaps, reverse repurchases, loans~~ of ~~portfolio~~creditors ~~securities,~~may ~~short~~apply ~~sales~~to ~~and~~certain ~~when-issued,~~investments ~~delayed~~that ~~delivery~~are ~~and~~debt ~~forward commitment transactions~~obligations, ~~credit~~although ~~default~~the ~~swaps,~~existence ~~basis swaps~~ and ~~other~~applicability ~~swap agreements, purchases or sales~~ of ~~futures~~such ~~and~~laws ~~forward~~will ~~contracts~~vary ~~(including~~between ~~foreign~~jurisdictions. ~~currency~~For ~~exchange contracts)~~example, ~~call~~if ~~and~~a ~~put~~court ~~options~~were ~~and/or~~to ~~other~~find ~~derivatives.~~that ~~The~~an ~~Company’s~~obligor ~~use~~did ofnot ~~such~~receive ~~transactions~~fair ~~gives~~consideration ~~rise~~or toreasonably ~~associated~~equivalent ~~leverage~~value ~~risks~~for ~~described~~incurring ~~above,~~indebtedness ~~and~~evidenced ~~may~~by ~~adversely~~an ~~affect~~investment ~~the Company’s income, distributions~~ and ~~total returns to Stockholders. To~~ the ~~extent~~grant ~~that~~of any ~~offsetting~~security ~~positions~~interest dosecuring ~~not~~such ~~behave~~investment, inand, ~~relation~~after togiving ~~one~~effect ~~another~~to assuch ~~expected~~indebtedness, the ~~Company~~obligor: ~~may~~(i) was ~~perform~~insolvent; as(ii) was ifengaged itin isa ~~leveraged~~business ~~through~~for ~~use of these derivative strategies.~~

~~Any~~29 total return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, purchases or sales of futures and forward contracts (including foreign currency exchange contracts), call and put options or other derivatives by the Company or counterparties to the Company’s other leveraging transactions, if any, would have seniority over the Company’s Common Stocks.

In which ~~October~~the ~~2020,~~assets ~~the~~remaining ~~SEC~~in ~~adopted~~such aobligor ~~rule~~constituted ~~related~~unreasonably tosmall ~~the~~capital; ~~use~~or of(iii) intended ~~derivatives~~to incur, ~~short~~or ~~sales,~~believed ~~reverse~~that ~~repurchase~~it ~~agreements~~would ~~and~~incur, ~~certain~~debts ~~other~~beyond ~~transactions~~its byability ~~registered~~to ~~investment~~pay ~~companies~~such ~~that~~debts ~~rescinds~~as ~~and~~they ~~withdraws~~mature, ~~the~~such ~~guidance~~court ofmay: ~~the~~(a) invalidate ~~SEC~~such indebtedness and ~~its~~such ~~staff~~security ~~regarding~~interest ~~asset~~as ~~segregation~~a ~~and~~fraudulent ~~cover~~conveyance; ~~transactions~~(b) subordinate ~~that~~such ~~was~~indebtedness ~~applicable~~ to ~~the~~existing ~~Company~~or asfuture creditors of the ~~date~~obligor; ofor ~~this~~(c) recover ~~report.~~amounts ~~Subject~~previously topaid ~~certain~~by ~~exceptions,~~ the ~~rule~~obligor ~~requires~~in ~~funds~~satisfaction ~~that~~of ~~trade~~such ~~derivatives~~indebtedness ~~and~~or ~~other~~proceeds ~~transactions~~of ~~that~~such ~~create~~security ~~future~~interest ~~payment~~previously orapplied ~~delivery~~in ~~obligations~~satisfaction toof ~~comply~~such ~~with~~indebtedness. aIn ~~value-at-risk~~addition, ~~leverage~~if ~~limit~~an ~~and~~obligor ~~certain~~in ~~derivatives~~whose ~~risk~~debt ~~management~~the ~~program~~Company ~~and~~has ~~reporting~~an ~~requirements.~~investment ~~The~~becomes ~~rule~~insolvent, ~~went~~any ~~into~~payment ~~effect~~made on ~~February 19,~~such ~~2021.~~investment ~~The~~may ~~compliance~~be ~~date~~subject ~~for~~to ~~the~~avoidance, ~~new~~cancellation ~~rule~~ and/or ~~the~~clawback ~~related~~as ~~reporting~~a ~~requirements~~“preference” ~~was~~if ~~August 19,~~made ~~2022.~~within ~~Management~~a ~~has~~certain ~~implemented~~period ~~changes~~of intime ~~connection~~(which ~~with~~for ~~the~~example ~~rule~~under ~~and~~some ~~has~~current ~~determined~~laws ~~that~~may ~~there~~be isas nolong ~~material~~as ~~impact~~two toyears) ~~the~~before ~~Company’s financial statements~~insolvency.

26In general, if payments on an investment are voidable, whether as fraudulent conveyances, extortionate transactions or preferences, such payments may be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured, there may be a material adverse effect on the Company’s performance.

~~Table~~Counterparty ofRisk ~~Contents~~

~~PIK~~To ~~Interest~~the ~~Payments~~extent that contracts for investment will be entered into between the Company and a market counterparty as principal (and not as agent), the Company is exposed to the risk that the market counterparty may, in an insolvency or similar event, be unable to meet its contractual obligations to the Company. The Company may have a limited number of potential counterparties for certain of its investments, which may significantly impair the Company’s ability to reduce its exposure to counterparty risk. In addition, difficulty reaching an agreement with any single counterparty could limit or eliminate the Company’s ability to execute such investments altogether. Because certain purchases, sales, hedging, financing arrangements and other instruments in which the Company will engage are not traded on an exchange but are instead traded between counterparties based on contractual relationships, the Company is subject to the risk that a counterparty will not perform its obligations under the related contracts. Although the Company intends to pursue its remedies under any such contracts, there can be no assurance that a counterparty will not default and that the Company will not sustain a loss on a transaction as a result.

~~Certain of the Company’s debt investments may contain provisions providing for the payment of PIK interest~~Non-U. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt of PIK interest will have the effect of increasing the Company’s assets under managementS. AsCurrencies a result, the receipt of PIK interest may result in an increase in the amount of the base Management Fee payable by the Company. To the extent PIK interest income constitutes a portion of income, the Company will be exposed to risks associated with such income being required to be included in accounting income and ~~taxable~~Investments ~~income prior to receipt of cash, including the following:~~

•Investing ~~The~~in ~~higher~~securities ~~yields~~of non-U.S. issuers involves certain considerations comprising both risks and ~~interest~~opportunities ~~rates~~not ontypically ~~PIK~~associated with investing in securities ~~reflects~~of ~~the~~U.S. ~~payment~~issuers. ~~deferral~~These considerations include changes in exchange control regulations, political, geopolitical and ~~increased~~social ~~credit~~instability, ~~risk~~expropriation, ~~associated~~imposition ~~with~~of ~~such~~non-U.S. ~~instruments~~taxes, less liquid markets and ~~that~~less ~~such~~available ~~investments~~information ~~may~~than ~~represent~~is agenerally ~~significantly~~the case in the United States, higher ~~credit~~transaction ~~risk~~costs, ~~than~~less ~~coupon~~government ~~loans~~supervision of exchanges, brokers and issuers, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

•Although ~~PIK~~most ~~securities~~of ~~may~~the ~~have~~Company’s ~~unreliable~~investments ~~valuations~~will ~~because~~be ~~their~~U.S. ~~continuing~~dollar ~~accruals~~denominated, ~~require~~any ~~continuing~~investments ~~judgments~~that ~~about~~are denominated in a non-U.S. currency are subject to the ~~collectability~~risk that the value of a particular currency will change in relation to one or more other currencies. Among the ~~deferred~~factors ~~payments~~that ~~and~~may affect currency values are trade balances, the ~~value~~level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. The Company may, but is not obligated to, employ hedging techniques to minimize these risks, and there can be no assurance that any ~~associated~~such ~~collateral~~hedging strategies, if employed, will be effective.

•Risks ~~PIK interest has the effect~~ of ~~generating~~Engaging ~~investment~~in ~~income.~~Hedging ~~The~~Transactions ~~deferral of PIK interest also reduces the loan-to-value ratio at a compounding rate.~~

~~Prepayment~~Subject ~~Risk~~to application of the 1940 Act and applicable CFTC regulations, the Company may enter into hedging transactions, which may expose it to risks associated with such transactions. Such hedging may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may include counter-party credit risk.

~~The~~Hedging ~~terms~~against ofa ~~loans~~decline in ~~which~~ the ~~Company~~values ~~invests~~of ~~may permit~~ the ~~borrowers~~Company’s toportfolio ~~voluntarily~~positions ~~prepay~~does ~~loans~~not ateliminate ~~any~~the ~~time,~~possibility ~~either~~of ~~with~~fluctuations ~~no or a nominal prepayment premium. This prepayment right could result~~ in the ~~borrower~~values ~~repaying~~of ~~the~~such ~~principal~~positions onor anprevent ~~obligation~~losses ~~held~~if by the ~~Company~~values ~~earlier~~of ~~than~~such ~~expected~~positions decline. ~~This~~However, ~~may~~such ~~happen~~hedging ~~when~~can ~~there~~establish isother apositions ~~decline~~designed into ~~interest~~gain ~~rates,~~from ~~when~~those ~~the~~same ~~borrower’s~~developments, ~~improved~~thereby ~~credit~~offsetting orthe ~~operating~~decline orin ~~financial performance allows~~ the ~~refinancing~~value of ~~certain~~such ~~classes~~portfolio ~~of debt with lower cost debt~~positions. ~~The~~Such ~~yield~~hedging oftransactions ~~the Company’s investment assets~~ may bealso ~~affected~~limit by the ~~rate~~opportunity offor ~~prepayments~~gain ~~differing~~if ~~from~~ the ~~Advisor’s~~values ~~expectations. Assuming an improvement in the credit market conditions, early repayments~~ of the ~~debt~~underlying ~~held~~portfolio bypositions ~~the~~should ~~Company could~~ increase. ToMoreover, ~~the~~it ~~extent~~may ~~early~~not ~~prepayments~~be ~~increase,~~possible ~~they~~to ~~may~~hedge ~~have~~against aan ~~material~~exchange ~~adverse~~rate ~~effect~~or oninterest ~~the~~rate ~~Company’s~~fluctuation ~~investment~~that ~~objectives~~is ~~and~~so ~~profits.~~generally Inanticipated ~~addition,~~that if the Company is ~~unable~~not toable ~~reinvest the proceeds of such prepayments received in investments expected~~ to beenter asinto ~~profitable,~~a ~~the~~hedging ~~proceeds~~transaction ~~generated~~at byan ~~the~~acceptable ~~Company will decline as compared to the Advisor’s expectations~~price.

~~Collateral~~The ~~Risk~~success of any hedging transactions the Company may enter into will depend on the Company’s ability to correctly predict movements in currencies and interest rates. Therefore, while the Company may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if the Company had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, the Company may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent the Company from achieving the intended hedge and expose it to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

~~The~~30 collateral and security arrangements in relation to such secured obligations as the Company may invest in will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the giving of collateral or security by an obligor, such as, for example, thin capitalization, over-indebtedness, financial assistance and corporate benefit requirements. If the investments do not benefit from the expected collateral or security arrangements, this may adversely affect the value of or, in the event of default, the recovery of principal or interest from such investments made by the Company. Accordingly, any such a failure to properly create or perfect collateral and security interests attaching to the investments could have a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and net asset value.

~~Volatility~~Potential ofFailure ~~Loans~~to ~~and~~Make ~~Debt~~Follow-On ~~Securities~~Investments ofin ~~Leveraged~~Portfolio Companies

~~Leveraged~~Following ~~companies~~an ~~may~~initial ~~experience~~investment ~~bankruptcy~~in ~~or similar financial distress. Many of the events within~~ a ~~bankruptcy~~portfolio ~~case~~company, ~~are adversarial and often beyond~~ the ~~control~~Company ofmay ~~the~~make ~~creditors.~~additional ~~While~~investments ~~creditors~~in ~~generally are afforded an opportunity to object to significant actions, there can be no assurance~~ that aportfolio ~~bankruptcy~~company ~~court~~as ~~would~~“follow-on” ~~not approve actions that may be contrary to the Company’s interests. Furthermore~~investments, ~~there~~in ~~are~~order ~~instances where creditors can lose their ranking and priority if they are considered~~ to: ~~have taken over management of a borrower.~~

~~The~~• ~~reorganization~~increase ofor amaintain ~~company~~in ~~can~~whole ~~involve~~or ~~substantial~~in ~~legal,~~part ~~professional and administrative costs to a lender and~~ the ~~borrower; it is subject to unpredictable and lengthy delays; and during the process a company~~Company’s ~~competitive~~equity ~~position~~ownership may erode, key management may depart and a company may not be able to invest its capital adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of percentage;

~~companies~~• inexercise ~~financial reorganization will~~warrants, inoptions ~~most~~or ~~cases,~~convertible ~~not~~securities ~~pay~~that ~~current~~were ~~interest,~~acquired ~~may~~in ~~not accrue interest during reorganization and may be adversely affected by an erosion of~~ the ~~issuer’s~~original ~~fundamental~~or ~~value.~~subsequent financing; or

In• ~~addition,~~attempt ~~lenders can be subject~~ to ~~lender~~preserve ~~liability claims for actions taken by them where they become too involved in the borrower’s business~~ or ~~exercise~~enhance ~~control over~~ the ~~borrower.~~value ~~For~~of ~~example,~~ the Company ~~could become subject to a lender~~’s ~~liability claim, if, among other things, the borrower requests significant managerial assistance from the Company and it provides such assistance as contemplated by the 1940 Act~~investment.

27The Company may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments.

~~Table~~The Company will have the discretion to make any follow-on investments, subject to the availability of ~~Contents~~capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the Company’s initial investment, or may result in a missed opportunity for the Company to increase its participation in a successful operation. Even if the Company has sufficient capital to make a desired follow-on investment, it may elect not to make a follow-on investment because it may not want to increase its concentration of risk, because it prefers other opportunities or because it is inhibited by compliance with BDC requirements, or compliance with the requirements for maintenance of its RIC status.

~~Various~~Potential ~~laws~~Impact ~~enacted for the protection~~ of ~~creditors~~Not ~~may~~Holding ~~apply~~Controlling toEquity ~~certain~~Interests investments that are debt obligations, although the existence and applicability of such laws will vary between jurisdictions. For example, if a court were to find that an obligor did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest securing such investment, and, after giving effect to such indebtedness, the obligor: (i) was insolvent; (ii) was engaged in aPortfolio ~~business~~Companies for which the assets remaining in such obligor constituted unreasonably small capital; or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court may: (a) invalidate such indebtedness and such security interest as a fraudulent conveyance; (b) subordinate such indebtedness to existing or future creditors of the obligor; or (c) recover amounts previously paid by the obligor in satisfaction of such indebtedness or proceeds of such security interest previously applied in satisfaction of such indebtedness. In addition, if an obligor in whose debt the Company has an investment becomes insolvent, any payment made on such investment may be subject to avoidance, cancellation and/or clawback as a “preference” if made within a certain period of time (which for example under some current laws may be as long as two years) before insolvency.

InThe ~~general,~~Company ifdoes ~~payments~~not ongenerally anintend ~~investment~~to ~~are~~take ~~voidable,~~controlling ~~whether~~equity aspositions ~~fraudulent~~in ~~conveyances,~~the ~~extortionate~~Company’s ~~transactions~~portfolio orcompanies. ~~preferences~~To the extent that the Company does not hold a controlling equity interest in a portfolio company, it will be subject to the risk that such ~~payments~~portfolio company may bemake ~~recaptured~~business ~~either~~decisions ~~from~~with which the ~~initial~~Company ~~recipient~~disagrees, orand ~~from~~the ~~subsequent~~Stockholders ~~transferees~~and management of such ~~payments~~portfolio company may take risks or otherwise act in ways that are adverse to the Company’s interests. ToDue to the ~~extent~~lack of liquidity for the debt and equity investments that ~~any~~the ~~such~~Company ~~payments~~typically ~~are~~holds ~~recaptured~~in portfolio companies, ~~there~~the Company may not be able to dispose of its investments in the event it disagrees with the actions of a ~~material~~portfolio ~~adverse~~company, ~~effect~~and onmay therefore suffer a decrease in the ~~Company’s~~value ~~performance~~of its investments.

~~Counterparty~~Defaults ~~Risk~~by Portfolio Companies

ToA ~~the~~portfolio ~~extent~~company’s ~~that~~failure ~~contracts~~to ~~for~~satisfy ~~investment~~financial ~~will~~or beoperating ~~entered~~covenants ~~into~~imposed ~~between~~by the Company ~~and~~or aother ~~market~~lenders ~~counterparty~~could aslead ~~principal~~to (defaults and, ~~not as agent)~~potentially, ~~the~~acceleration ~~Company~~of ~~is exposed to~~ the ~~risk~~time ~~that~~when the ~~market~~loans ~~counterparty~~are ~~may,~~due inand anforeclosure ~~insolvency~~on orthe ~~similar~~portfolio ~~event,~~company’s beassets ~~unable~~representing tocollateral ~~meet~~for its ~~contractual~~ obligations ~~to the Company~~. ~~The~~This ~~Company~~could ~~may~~trigger ~~have~~cross adefaults ~~limited~~under ~~number~~other ofagreements ~~potential~~and ~~counterparties~~jeopardize ~~for certain of its investments, which may significantly impair~~ the ~~Company~~portfolio company’s ability to ~~reduce~~meet its ~~exposure~~obligations tounder ~~counterparty~~the ~~risk.~~debt Inthat ~~addition, difficulty reaching an agreement with any single counterparty could limit or eliminate~~ the Company’s ~~ability~~holds ~~to execute such investments altogether. Because certain purchases, sales, hedging, financing arrangements~~ and ~~other instruments in which~~ the ~~Company~~value ~~will~~of ~~engage~~any ~~are~~equity ~~not~~securities ~~traded on an exchange but are instead traded between counterparties based on contractual relationships,~~ the Company isowns. ~~subject~~The toCompany ~~the~~may ~~risk~~incur ~~that~~expenses ato ~~counterparty will not perform its obligations under~~ the ~~related~~extent ~~contracts.~~necessary ~~Although the Company intends~~ to ~~pursue~~seek ~~its~~recovery ~~remedies~~upon ~~under any such contracts, there can be no assurance that a counterparty will not~~ default ~~and~~or ~~that~~to ~~the~~negotiate ~~Company~~new ~~will~~terms ~~not~~with ~~sustain~~ a ~~loss~~defaulting onportfolio ~~a transaction as a result~~company.

~~Non-U~~The Company may be affected by force majeure events (i.Se., ~~Currencies~~events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, war, terrorism and ~~Investments~~labor strikes). Some force majeure events may adversely affect the ability of a party to perform its obligations until it is able to remedy the force majeure event. In addition, the Company’s cost of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss, including if the Company’s investment in such issuer is cancelled, unwound or acquired (which could be without what the Advisor considers to be adequate compensation). To the extent the Company is exposed to investments in issuers that as a group are exposed to such force majeure events, the Company’s risks and potential losses are enhanced.

~~Investing~~Unspecified inUse ~~securities~~ of ~~non-U.S.~~Proceeds issuers involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of U.S. issuers. These considerations include changes in exchange control regulations, political, geopolitical and social instability, expropriation, imposition of non-U.S. taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

~~Although~~The ~~most~~proceeds of the ~~Company’s~~initial ~~investments~~offering ~~will~~were beintended ~~U.S.~~to ~~dollar~~be ~~denominated,~~used ~~any~~to make investments. ~~that~~Stockholders ~~are~~of ~~denominated~~the inCompany ~~a non-U.S. currency~~ are ~~subject~~not expected to ~~the~~have ~~risk~~an ~~that~~opportunity ~~the~~to ~~value~~evaluate offor athemselves ~~particular~~the ~~currency~~relevant ~~will~~economic, ~~change~~financial inand ~~relation~~other toinformation ~~one~~regarding orall ~~more~~investments ~~other~~by ~~currencies. Among~~ the ~~factors~~Company. ~~that~~No ~~may~~assurance ~~affect~~can ~~currency~~be ~~values~~given ~~are~~that ~~trade balances,~~ the ~~level~~Company ofmay ~~short-term~~be ~~interest~~successful ~~rates, differences~~ in ~~relative~~obtaining ~~values~~suitable ofinvestments ~~similar~~or ~~assets in different currencies~~that, ~~long-term~~if ~~opportunities~~the ~~for~~investments ~~investment~~are ~~and capital appreciation~~made, ~~and~~the ~~political~~objectives ~~developments.~~of ~~The~~the Company may, ~~but is not obligated to, employ hedging techniques to minimize these risks, and there can~~ be ~~no assurance that any such hedging strategies, if employed, will be effective~~achieved.

~~Risks~~Management ofRisk ~~Engaging in Hedging Transactions~~

~~Subject~~The Company is subject to ~~application~~management ofrisk ~~the~~because ~~1940~~it ~~Act~~is ~~and~~an ~~applicable~~actively ~~CFTC~~managed ~~regulations,~~investment ~~the~~portfolio. ~~Company~~PIMCO ~~may~~will ~~enter~~apply ~~into~~investment ~~hedging~~techniques ~~transactions,~~and ~~which~~risk ~~may~~analysis ~~expose~~in itmaking toinvestment ~~risks~~decisions ~~associated~~for ~~with~~the ~~such~~Company, ~~transactions.~~but ~~Such~~there ~~hedging~~can ~~may~~be ~~utilize~~no ~~instruments~~guarantee ~~such~~that asthese ~~forward~~decisions ~~contracts,~~will ~~currency~~produce ~~options~~the ~~and~~desired ~~interest~~results. ~~rate~~Certain ~~swaps,~~securities ~~caps,~~or ~~collars~~other ~~and~~instruments ~~floors~~in towhich ~~seek~~the Company seeks to ~~hedge~~invest ~~against~~may ~~fluctuations~~not be available in the ~~relative~~quantities ~~values~~desired. In addition, regulatory restrictions, actual or potential conflicts of ~~the~~interest ~~Company’s~~or ~~portfolio~~other ~~positions~~considerations ~~from~~may ~~changes~~cause inPIMCO ~~currency~~to ~~exchange~~restrict ~~rates~~or ~~and~~prohibit ~~market~~participation ~~interest~~in ~~rates~~certain investments. ~~Use~~In ofsuch ~~these~~circumstances, ~~hedging~~PIMCO ~~instruments~~ may ~~include~~determine ~~counter-party~~to ~~credit~~purchase ~~risk.~~other securities or

~~Hedging~~31 against a decline in the values of the Company’s portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that the Company is not able to enter into a hedging transaction at an acceptable price.

~~The~~ instruments ~~success~~as ofsubstitutes. ~~any~~Such ~~hedging~~substitute ~~transactions~~securities or instruments may not perform as intended, which could result in losses to the Company. To the extent the Company employs strategies targeting perceived pricing inefficiencies, arbitrage strategies or similar strategies, it is subject to the risk that the pricing or valuation of the securities and instruments involved in such strategies may ~~enter~~change ~~into~~unexpectedly, ~~will~~which ~~depend~~may onresult in reduced returns or losses to the Company’s. ~~ability~~The Company is also subject to ~~correctly~~the ~~predict~~risk ~~movements~~that deficiencies in ~~currencies~~the ~~and~~internal ~~interest~~systems ~~rates~~or controls of PIMCO or another service provider will cause losses for the Company or hinder Company operations. ~~Therefore~~For example, ~~while~~trading delays or errors (both human and systemic) could prevent the Company ~~may~~from ~~enter~~purchasing ~~into~~a ~~such~~security ~~transactions~~expected to ~~seek~~appreciate toin ~~reduce~~value. ~~currency~~Additionally, ~~exchange~~actual ~~rate~~or ~~and~~potential conflicts of interest, ~~rate~~legislative, ~~risks~~regulatory, ~~unanticipated~~or ~~changes~~tax restrictions, policies or developments may affect the investment techniques available to PIMCO in ~~currency~~connection ~~exchange~~with ~~rates~~managing the Company, may cause PIMCO to restrict or ~~interest~~prohibit ~~rates~~participation in certain investments and may ~~result~~also inadversely ~~poorer~~affect ~~overall~~the ability of the Company to achieve its investment ~~performance~~objectives. ~~than~~There ifalso can be no assurance that all of the ~~Company~~personnel ~~had~~of ~~not~~PIMCO ~~engaged~~will incontinue to be associated with PIMCO for any ~~such~~length ~~hedging~~of ~~transactions~~time. InThe ~~addition,~~loss of the ~~degree~~services of ~~correlation~~one or more key employees of PIMCO could have an adverse impact on the Company’s ability to realize its investment objectives.

28In addition, the Company may rely on various third-party sources to calculate its NAV. As a result, the Company is subject to certain operational risks associated with reliance on service providers and service providers’ data sources. In particular, errors or systems failures and other technological issues may adversely impact the Company’s calculations of its NAV, and such NAV calculation issues may result in inaccurately calculated NAVs, delays in NAV calculation and/or the inability to calculate NAVs over extended periods. The Company may be unable to recover any losses associated with such failures.

~~Table~~Dependence ofon ~~Contents~~Information Systems and Potential Systems Failures

~~between~~PIMCO ~~price~~is ~~movements~~highly ofdependent ~~the~~on ~~instruments~~its ~~used~~communications inand ainformation ~~hedging~~systems. ~~strategy~~System ~~and~~failures, ~~price~~breaches ~~movements~~or incyber-attacks ~~the~~could ~~portfolio~~significantly ~~positions~~disrupt ~~being~~PIMCO’s ~~hedged~~business, ~~may~~which ~~vary.~~could ~~Moreover,~~have ~~for~~ a ~~variety~~material ofadverse ~~reasons,~~effect on the ~~Company~~results ~~may~~of ~~not~~operations ~~seek~~and tocash ~~(or~~flows beof ~~able~~the ~~to)~~Company ~~establish~~and anegatively ~~perfect~~affect ~~correlation~~the ~~between~~Company’s ~~such~~ability ~~hedging~~to ~~instruments~~make ~~and~~distributions ~~the~~to ~~portfolio holdings being hedged~~Stockholders. ~~Any~~System ~~such~~breaches ~~imperfect~~in ~~correlation~~particular ~~may~~are ~~prevent~~evolving ~~the~~and ~~Company~~include, ~~from~~but ~~achieving~~are ~~the~~not ~~intended~~limited ~~hedge~~to, ~~and~~malicious ~~expose~~software, itattempts to ~~risk~~gain ofunauthorized ~~loss.~~access Into ~~addition~~data, itand ~~may~~other ~~not~~electronic besecurity ~~possible~~breaches tothat ~~hedge~~could ~~fully~~result orin ~~perfectly~~disruptions ~~against~~of ~~currency~~PIMCO’s ~~fluctuations~~communications ~~affecting~~and ~~the~~information ~~value~~systems, unauthorized release of ~~securities~~confidential ~~denominated~~or inproprietary ~~non-U.S.~~information ~~currencies~~and ~~because~~damage ~~the~~or ~~value~~corruption of ~~those~~data. ~~securities~~These isevents ~~likely~~could lead to ~~fluctuate~~higher asoperating acosts ~~result~~from ofremedial ~~factors~~actions, ~~not~~loss ~~related~~of tobusiness ~~currency~~and ~~fluctuations~~potential liability.

~~Potential~~Board ~~Failure~~Participation ~~to Make Follow-On Investments in Portfolio Companies~~

~~Following~~It anis ~~initial~~anticipated ~~investment~~that the Company may have observation rights in aor ~~portfolio~~membership ~~company~~on the board of advisors of the majority of its Portfolio Investments. While such rights could enhance the Company’s ability to manage its investments, they are not critical to the Company’s investment philosophy and they may ~~make~~have ~~additional~~the ~~investments~~effect inof ~~that~~impairing ~~portfolio~~the ~~company~~ability of the Company to sell the related securities when, and upon the terms, the Company might otherwise desire, as ~~“follow-~~such rights may subject the Company to legal claims it would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other claims related to the Company’s involvement on” ~~investments~~the board. In addition, inthe ~~order~~Company, as holder of those securities, may be precluded from selling the securities, even if desired, due to: the possession of its representatives of material non-public information about the company to which the securities relate.

•Other ~~increase~~Activities orof ~~maintain in whole or in part the~~ Company’s ~~equity~~Management ~~ownership percentage;~~

•As ~~exercise~~noted ~~warrants~~above, ~~options~~the ormanagement ~~convertible~~of ~~securities~~the ~~that~~Company ~~were~~are ~~acquired~~currently engaged, and may continue to be engaged, in other philanthropic, community and business activities, and they may be required to allocate a portion of their time to engaging in such other activities. In addition, certain team members who are aligned and engaged partners of the ~~original~~Advisor orand ~~subsequent~~also ~~financing;~~providing orvaluable insights and relationships to the Advisor and the Company are not full-time employees.

•Limited ~~attempt~~Liability toand ~~preserve~~Indemnification ~~or enhance the value~~ of the ~~Company’s~~Advisor ~~investment.~~

~~The~~Under ~~Company~~the ~~may~~Advisory ~~elect~~Agreement, the Advisor, its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, and any person controlling or controlled by the Advisor will not be liable to ~~make~~the ~~follow-on~~Company, ~~investments~~any subsidiary of the Company, the directors, the Stockholders or ~~otherwise~~any ~~lack~~subsidiary’s ~~sufficient~~Stockholders ~~funds~~or partners for acts or omissions performed in accordance with and pursuant to ~~make~~the Advisory Agreement, except those ~~investments~~resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Company under the Advisory Agreement. In addition, as part of the Advisory Agreement, the Company has agreed to indemnify the Advisor and each of its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the Company’s business and operations or any action taken or omitted on the Company’s behalf pursuant to authority granted by the Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Advisory Agreement. These protections may lead the Advisor to act in a riskier manner when acting on the Company’s behalf than it would when acting for its own account.

~~The~~32 Company will have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and the Company’s initial investment, or may result in a missed opportunity for the Company to increase its participation in a successful operation. Even if the Company has sufficient capital to make a desired follow-on investment, it may elect not to make a follow-on investment because it may not want to increase its concentration of risk, because it prefers other opportunities or because it is inhibited by compliance with BDC requirements, or compliance with the requirements for maintenance of its RIC status.

~~Potential~~Third ~~Impact~~Party ofLitigation ~~Not Holding Controlling Equity Interests in Portfolio Companies~~

The Company’s ~~does~~investment ~~not~~activities ~~generally~~subject ~~intend~~it to ~~take~~the ~~controlling~~normal ~~equity~~risks ~~positions~~of becoming involved in ~~the~~litigation ~~Company’s~~initiated ~~portfolio~~by ~~companies~~third parties. ToThis ~~the~~risk ~~extent~~is ~~that~~somewhat greater where the Company ~~does~~exercises ~~not~~control ~~hold~~or influence over a ~~controlling~~company’s ~~equity~~direction. ~~interest~~The inexpense aof ~~portfolio~~defending ~~company,~~against itclaims ~~will~~by bethird ~~subject~~parties and paying any amounts pursuant to ~~the~~settlements ~~risk~~or ~~that~~judgments ~~such~~would, ~~portfolio~~absent ~~company~~willful ~~may~~misconduct ~~make~~or ~~business~~gross ~~decisions~~negligence ~~with~~by ~~which~~the Advisor, be borne by the Company ~~disagrees,~~(to ~~and~~ the ~~Stockholders~~extent ~~and~~not ~~management~~borne ofby ~~such~~the portfolio ~~company~~companies) ~~may~~and ~~take~~would ~~risks~~reduce ornet ~~otherwise~~assets ~~act~~or incould ~~ways~~require ~~that~~Stockholders ~~are~~to ~~adverse~~return to the Company’s ~~interests~~distributed capital and earnings. ~~Due~~The toAdvisor ~~the~~and ~~lack~~others ofare ~~liquidity~~indemnified ~~for~~in ~~the~~connection ~~debt~~with ~~and~~such ~~equity~~litigation, ~~investments~~subject ~~that~~to ~~the~~certain ~~Company~~conditions. ~~typically~~The ~~holds~~outcome inof ~~portfolio~~such ~~companies,~~proceedings may materially adversely affect the value of the Company or its investments and may ~~not~~continue bewithout ~~able~~resolution tofor ~~dispose~~long periods of ~~its~~time. ~~investments~~Any inlitigation may consume substantial amounts of the ~~event~~Advisor’s ittime ~~disagrees~~and ~~with~~attention, and that time and the ~~actions~~devotion of athese ~~portfolio~~resources ~~company,~~to ~~and~~litigation may, ~~therefore~~at ~~suffer~~times, abe ~~decrease~~disproportionate into the ~~value~~amounts ofat ~~its~~stake ~~investments~~in the litigation.

~~Defaults~~Projections ~~by Portfolio Companies~~

AThe ~~portfolio~~Company ~~company’s~~may ~~failure~~rely toupon ~~satisfy~~projections ~~financial~~developed ~~or operating covenants imposed~~ by the ~~Company~~Advisor, ora ~~other~~portfolio ~~lenders~~fund ~~could~~or ~~lead~~an tooperating ~~defaults and~~company, ~~potentially,~~concerning ~~acceleration of~~ the ~~time when the loans are due and foreclosure on the~~ portfolio company’s ~~assets~~or ~~representing collateral for its obligations. This could trigger cross defaults under other agreements and jeopardize the portfolio company~~fund’s ~~ability~~performance toand ~~meet~~potential ~~its~~cash ~~obligations~~flows. ~~under~~Projections ~~the~~are ~~debt~~inherently ~~that~~subject ~~the~~to ~~Company~~uncertainty ~~holds~~ and ~~the~~factors ~~value~~beyond ~~of any equity securities~~ the ~~Company~~control ~~owns.~~of ~~The Company may incur expenses to~~ the ~~extent~~Advisor ~~necessary to seek recovery upon default~~ or toany ~~negotiate new terms with a defaulting~~ portfolio company. The ~~Company~~inaccuracy ~~may be affected by force majeure events (i.e., events beyond the control~~ of ~~the~~certain ~~party claiming that the event has occurred~~assumptions, ~~including, without limitation, acts of God, fire, flood, earthquakes, war, terrorism and labor strikes). Some force majeure events may adversely affect~~ the ~~ability~~failure ~~of a party~~ to ~~perform~~satisfy ~~its~~certain ~~obligations~~financial ~~until~~requirements itor ~~is able to remedy~~ the ~~force~~occurrence ~~majeure event. In addition, the Company’s cost~~ of ~~repairing~~other orunforeseen ~~replacing~~events ~~damaged assets resulting from such force majeure event~~ could beimpair ~~considerable. Additionally, a major governmental intervention into industry, including~~ the ~~nationalization~~ability of ana ~~industry~~portfolio ~~or the assertion of control over one or more companies or its assets~~company, ~~could~~and ~~result~~hence ~~in a loss, including if~~ the Company~~’s investment in such issuer is cancelled~~, ~~unwound or acquired (which could be without what the Advisor considers~~ to berealize ~~adequate~~projected ~~compensation).~~values ~~To the extent the Company is exposed to investments in issuers that as a group are exposed to such force majeure events, the Company’s risks~~ and ~~potential~~cash ~~losses are enhanced~~flow.

~~Unspecified~~Credit ~~Use~~Investigation ~~of Proceeds~~

The ~~proceeds~~Company’s ofoverall ~~this~~performance ~~offering~~is ~~are~~heavily ~~intended~~reliant toupon ~~be used to make investments which, as of~~ the ~~date~~underwriting ofand ~~the~~investment ~~Subscription~~analysis ~~Agreement, have not been selected by the Advisor,~~ and ~~therefore~~performance ~~Stockholders~~ of the ~~Company~~Portfolio doInvestments. ~~not~~There ~~expect~~can tobe ~~have~~no anassurance ~~opportunity~~that tosuch ~~evaluate~~evaluations ~~for~~may ~~themselves~~be ~~the~~complete ~~relevant~~or ~~economic,~~that ~~financial~~the ~~and~~underlying ~~other~~due ~~information~~diligence ~~regarding~~may reveal all ~~investments by the Company~~issues. NoInvestments ~~assurance can be given that the Company~~ may befail ~~successful~~to inmeet ~~obtaining~~expectations ~~suitable~~projected ~~investments~~on orthe ~~that,~~basis ifof ~~the~~such ~~investments~~evaluations ~~are~~due ~~made,~~to ~~the~~a ~~objectives~~number of ~~the~~undiscovered ~~Company~~or ~~may~~unanticipated ~~be achieved~~factors.

29Timing of Investment Returns

~~Table~~The Company may not always be able to realize upon its investments in a manner that produces the maximum return on such investments. A fund may elect or be required to remain invested in a manner that does not maximize returns on a given investment because of ~~Contents~~the inherent unpredictability involved in evaluating the point at which such returns are maximized. SBICs cannot make distributions to Stockholders unless permitted by the SBA which could delay distributions or impair overall returns to Stockholders.

~~Management~~Distribution Risk

~~The~~Although the Company ismay ~~subject~~seek to ~~management~~maintain ~~risk~~a ~~because~~level itdistribution ~~is an actively managed investment portfolio. PIMCO will apply investment techniques and risk analysis in making investment decisions for the Company~~rate, ~~but there can be no guarantee that these decisions will produce~~ the ~~desired results. Certain securities or other instruments in which the~~ Company’s ~~seeks~~distribution torate ~~invest~~ may ~~not~~ be ~~available~~affected inby ~~the~~numerous ~~quantities desired. In addition~~factors, ~~regulatory~~including ~~restrictions,~~but ~~actual~~not orlimited ~~potential conflicts of interest or other considerations may cause PIMCO~~ to ~~restrict~~changes ~~or prohibit participation~~ in ~~certain~~realized ~~investments.~~and Inprojected ~~such~~market ~~circumstances~~returns, ~~PIMCO~~fluctuations ~~may~~in ~~determine~~market tointerest ~~purchase other securities or instruments as substitutes. Such substitute securities or instruments may not perform as intended~~rates, ~~which could result in losses to the~~ Company. ~~To the extent the Company employs strategies targeting perceived pricing inefficiencies~~performance, ~~arbitrage strategies or similar strategies, it is subject to the risk that the pricing or valuation of the securities~~ and ~~instruments~~other ~~involved in such strategies may change unexpectedly, which may result in reduced returns or losses to the Company~~factors. ~~The Company is also subject to the risk that deficiencies in the internal systems or controls of PIMCO or another service provider will cause losses for the Company or hinder Company operations.~~ For ~~example~~instance, ~~trading~~during ~~delays~~periods orof ~~errors~~low ~~(both human and systemic) could prevent the Company from purchasing a security expected to appreciate in value. Additionally, actual~~ or ~~potential~~declining ~~conflicts of~~ interest, ~~legislative~~rates, ~~regulatory, or tax restrictions, policies or developments may affect~~ the ~~investment techniques available to PIMCO in connection with managing the~~ Company,’s ~~may~~distributable ~~cause~~income ~~PIMCO~~and todividend ~~restrict~~levels ~~or prohibit participation in certain investments and~~ may ~~also~~decline ~~adversely~~for ~~affect~~many ~~the ability of the Company to achieve its investment objectives~~reasons. There ~~also~~ can be no assurance that ~~all~~a ofchange ~~the~~in ~~personnel~~market ofconditions ~~PIMCO~~or ~~will~~other ~~continue~~factors towill benot ~~associated~~result ~~with~~in ~~PIMCO~~a ~~for~~change ~~any~~in ~~length of time. The loss of~~ the ~~services~~Company’s ofdistribution ~~one~~rate or ~~more~~that ~~key~~the ~~employees~~rate ofwill ~~PIMCO~~be ~~could~~sustainable ~~have~~in ~~an adverse impact on~~ the ~~Company’s ability to realize its investment objectives~~future.

InThe ~~addition,~~Company’s ~~the~~distributions ~~Company~~to Stockholders may ~~rely~~be onfunded ~~various~~from ~~third-party~~expense ~~sources~~reimbursements toor ~~calculate~~waivers ~~its~~that ~~NAV.~~are Assubject ato ~~result,~~repayment to the ~~Company~~Advisor ispursuant ~~subject~~ to ~~certain~~the ~~operational~~Expense ~~risks~~Reimbursement ~~associated~~Agreement. ~~with~~Any ~~reliance~~such ondistributions ~~service~~funded ~~providers~~through ~~and~~expense ~~service~~reimbursements ~~providers’~~or ~~data~~waivers ~~sources.~~will Innot ~~particular,~~be ~~errors~~based oron ~~systems~~the ~~failures~~Company’s ~~and~~investment ~~other~~performance ~~technological~~and ~~issues~~can ~~may~~only ~~adversely~~be ~~impact~~sustained if the Company’s ~~calculations~~achieves ofpositive ~~its~~investment ~~NAV,~~performance in future periods and/or ~~such~~the ~~NAV~~Advisor ~~calculation~~continues ~~issues~~to ~~may~~make ~~result~~such inreimbursements ~~inaccurately~~or ~~calculated~~waivers. ~~NAVs,~~Future ~~delays~~repayments inof ~~NAV~~amounts ~~calculation~~subject ~~and/~~to reimbursement or waiver will reduce the ~~inability~~distributions tothat ~~calculate~~Stockholders ~~NAVs~~would ~~over~~otherwise ~~extended~~receive ~~periods~~in the future. ~~The~~There can be no assurance that the Company ~~may~~will achieve the performance necessary to be ~~unable~~able to ~~recover~~pay ~~any~~distributions ~~losses~~at ~~associated~~a ~~with~~specific ~~such~~rate ~~failures~~or at all. The Advisor has no obligation to waive or otherwise reimburse expenses.

~~Dependence~~Failure onto ~~Information~~Fund ~~Systems~~Commitments ~~and Potential Systems Failures~~

~~PIMCO~~The isCompany ~~highly~~intends ~~dependent~~to ondraw ~~its~~down ~~communications~~against ~~and~~the ~~information~~commitments ~~systems~~made by Stockholders. ~~System~~Stockholders ~~failures,~~will ~~breaches~~be orrequired ~~cyber-attacks~~to ~~could~~make ~~significantly~~Capital ~~disrupt~~Contributions ~~PIMCO~~to purchase shares of the Company’s ~~business,~~Common ~~which~~Stock ~~could~~each ~~have~~time the Company delivers a ~~material~~drawdown ~~adverse~~notice. ~~effect~~The onCompany’s ~~the~~Subscription ~~results~~Agreement ofis ~~operations~~structured ~~and~~to ~~cash~~motivate ~~flows~~Stockholders ofto ~~the~~fund ~~Company~~their ~~and~~commitments ~~negatively~~when ~~affect~~called ~~the~~by ~~Company’s~~permitting ~~ability~~the Advisor to: ~~make~~offer ~~distributions~~the investment opportunity to other Stockholders.; ~~System~~cause ~~breaches~~the defaulting Stockholder to sell its interest in ~~particular~~the ~~are~~Company; ~~evolving~~take ~~and~~legal ~~include,~~action ~~but~~against ~~are~~the ~~not~~defaulting ~~limited~~Stockholder; ~~to,~~prohibit ~~malicious~~the ~~software,~~defaulting ~~attempts~~Stockholder tofrom ~~gain~~participating ~~unauthorized~~in ~~access~~future Company investments; withhold distributions made, subsequent to ~~data~~the Stockholder’s default, ~~and~~on ~~other~~the ~~electronic~~remaining ~~security~~interests ~~breaches~~until ~~that~~the ~~could~~final ~~result~~liquidation of the Company; require the Stockholder to share in ~~disruptions~~any losses of ~~PIMCO’s~~the ~~communications~~Company ~~and~~but ~~information~~not ~~systems,~~share ~~unauthorized~~in ~~release~~any ofprofits; ~~confidential~~forfeit its shares or ~~proprietary~~any ~~information~~combination ~~and~~thereof. ~~damage~~There orcan ~~corruption~~be ofno ~~data~~assurance, however, that all Stockholders may fund their commitments in a timely manner. ~~These~~Failure ~~events~~by Stockholders to fund their commitments when called could ~~lead~~result toin ~~higher~~the ~~operating~~Company ~~costs~~being precluded from ~~remedial~~an ~~actions,~~investment ~~loss~~opportunity ofand ~~business~~could ~~and~~result ~~potential~~in ~~liability~~returns being less than might otherwise occur.

~~Board~~33 ~~Participation~~

ItChanges is anticipated that the Company may have observation rights in or membership on the board of advisors of the majority of its Portfolio Investments. While such rights could enhance the Company’s ability to ~~manage~~Government ~~its~~Policies ~~investments, they are not critical to the Company’s investment philosophy~~ and ~~they~~Regulations may have the effect of impairing the ability of the Company to sell the related securities when, and upon the terms, the Company might otherwise desire, as such rights may subject the Company to legal claims it would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other claims related to the Company’s involvement on the board. In addition, the Company, as holder of those securities, may be precluded from selling the securities, even if desired, due to the possession of its representatives of material non-public information about the company to which the securities relate.

~~Other~~Future ~~Activities~~regulatory ofchanges at various securities industry regulatory bodies such as the SEC and legislative changes at Federal and state levels may impose on the Company ~~Management~~stricter investment guidelines resulting in any or all of reduction of deal flow, increased reporting and compliance costs and investment restrictions. Such results may have a negative impact on the returns generated to Stockholders.

AsLimited ~~noted~~Recourse above, the management of the Company are currently engaged, and may continue to be engaged, in other philanthropic, community and business activities, and they may be required to allocate a portion of their time to engaging in such other activities. In addition, certain team members who are aligned and engaged partners of the Advisor and also providing valuable insights and relationships to the Advisor and the Company are not full-time employees.

~~Limited~~Other ~~Liability~~than ~~and~~as ~~Indemnification~~described ofin the ~~Advisor~~Subscription Agreement, Stockholders in the Company will not have recourse to assets other than those in the Company.

~~Under~~Risk ~~the~~Associated ~~Advisory Agreement, the Advisor, its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated~~ with ~~the~~Portfolio ~~Advisor, and any person controlling or controlled by the Advisor will not be liable to the~~ Company, ~~any~~Assets subsidiary of the Company, the directors, the Stockholders or any subsidiary’s Stockholders or partners for acts or omissions performed in accordance with and pursuant to the Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Advisor owes to the Company under the Advisory Agreement. In addition, as part of the Advisory Agreement, the Company has agreed to indemnify the Advisor and each of its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Advisor, from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in

30The tangible assets held by the Company’s portfolio companies, which may be materially encumbered if the Company makes an investment, may be subject to the risks of investment in property in general. These risks include, among others, employee misconduct, strikes, theft, fire, terrorism, war, general or local economic conditions, acts of God (which may result in uninsured or uninsurable losses), and other factors which are beyond the control of portfolio company management, the Advisor, or the Company. Should any of these events occur with respect to the assets of any portfolio company, the value of the Company’s investment in such portfolio company could be adversely affected and any debt obligations secured by such assets could be accelerated if adequate insurance proceeds and/or additional collateral are unavailable.

~~Table~~Financial ofFraud ~~Contents~~

~~connection~~Instances ~~with~~of ~~the~~fraud, ~~Company’s~~material ~~business~~misrepresentations ~~and~~or ~~operations~~omissions, professional negligence and/or ~~any~~other ~~action~~deceptive ~~taken~~practices or(including ~~omitted~~those oncommitted ~~the~~by ~~Company’s~~transaction ~~behalf~~counterparties, ~~pursuant~~issuers, toPortfolio ~~authority~~Investments, ~~granted~~Service byProviders ~~the~~and ~~Advisory~~their ~~Agreement~~respective employees, ~~except~~officers, ~~where~~directors ~~attributable~~or toother ~~gross~~representatives) ~~negligence,~~may ~~willful~~undermine ~~misfeasance,~~the ~~bad~~Advisor’s ~~faith~~due diligence efforts with respect to and/or ~~reckless~~negatively ~~disregard~~affect the valuation of ~~such~~the ~~person~~Company’s ~~duties~~Portfolio ~~under~~Investments. ~~the~~If ~~Advisory~~such ~~Agreement.~~fraud ~~These~~or ~~protections~~other ~~may~~action ~~lead~~or ~~the~~omission ~~Advisor~~occurs, tothe ~~act~~Company inmay suffer a ~~riskier~~material ~~manner~~loss ~~when~~of ~~acting~~capital onand the value of the Company’s ~~behalf~~Portfolio ~~than~~Investments itmay ~~would~~be ~~when~~adversely ~~acting for its own account~~impacted.

~~Third~~Bank ~~Party~~Failures ~~Litigation~~

The ~~Company’s~~impairment ~~investment~~or ~~activities~~failure ~~subject~~of itone toor ~~the~~more ~~normal~~banks ~~risks~~with ofwhom ~~becoming~~the ~~involved~~Company, inits ~~litigation~~portfolio ~~initiated~~companies, byand/or ~~third~~the ~~parties.~~Advisor ~~This~~transact ~~risk~~may isinhibit ~~somewhat~~the ~~greater~~ability ~~where~~of the Company ~~exercises~~or ~~control~~its orportfolio ~~influence~~companies ~~over~~to aaccess ~~company’s~~depository ~~direction~~accounts. In ~~The~~such ~~expense~~cases, ofthe ~~defending~~Company ~~against~~may ~~claims~~be byforced ~~third parties and paying any amounts pursuant~~ to ~~settlements~~delay or ~~judgments~~forgo ~~would~~investments, ~~absent~~resulting ~~willful~~in ~~misconduct~~lower ~~or gross negligence by the Advisor, be borne by the~~ Company ~~(to~~performance. In the ~~extent~~event ~~not~~of ~~borne~~such bya ~~the~~failure ~~portfolio~~of ~~companies)~~a ~~and~~banking ~~would~~institution ~~reduce~~where ~~net assets or could require Stockholders to return to~~ the Company ~~distributed~~or ~~capital~~one ~~and~~or ~~earnings.~~more ~~The~~of ~~Advisor~~its ~~and~~portfolio ~~others~~companies ~~are~~holds ~~indemnified~~depository ~~in connection with such litigation~~accounts, ~~subject~~access to ~~certain conditions. The outcome of~~ such ~~proceedings~~accounts ~~may~~could ~~materially~~be ~~adversely~~restricted ~~affect~~and ~~the~~U.S. ~~value~~Federal ofDeposit ~~the~~Insurance ~~Company~~Corporation or(“FDIC”) ~~its~~protection ~~investments and~~ may ~~continue~~not ~~without~~be ~~resolution~~available for ~~long~~balances ~~periods~~in excess of ~~time. Any litigation may consume substantial~~ amounts ofinsured by the ~~Advisor’s~~FDIC. In ~~time~~such ~~and attention~~instances, ~~and~~the ~~that~~Company ~~time~~ and ~~the~~its ~~devotion~~affected ofportfolio ~~these~~companies ~~resources~~would tonot ~~litigation~~recover ~~may,~~such ~~at times~~excess, beuninsured ~~disproportionate to the~~ amounts ~~at stake in the litigation~~.

~~Projections~~Severe Economic Consequences of Defaulting Stockholders

~~The~~If ~~Company~~Stockholders ~~may~~fail ~~rely~~to ~~upon~~fund ~~projections~~their ~~developed~~commitment byobligations ~~the~~or ~~Advisor~~to make required Capital Contributions when due, athe ~~portfolio~~Company’s ~~fund~~ability to complete its investment program or anotherwise ~~operating~~continue ~~company,~~operations ~~concerning~~may ~~the~~be ~~portfolio~~substantially ~~company~~impaired. A Stockholder’s orfailure to fund’s ~~performance~~such ~~and~~amounts ~~potential~~when ~~cash~~due ~~flows~~causes that Stockholder to become a defaulting Stockholder. ~~Projections~~If ~~are~~a ~~inherently~~substantial ~~subject~~number toof ~~uncertainty~~Stockholders become defaulting Stockholders, this may severely limit opportunities for investment diversification and ~~factors~~would ~~beyond~~likely reduce returns to the ~~control~~Company ofand restrict the ~~Advisor~~Company’s orability ~~any~~to ~~portfolio~~meet ~~company~~loan obligations. ~~The~~Any ~~inaccuracy~~single ofdefaulting ~~certain~~Stockholder ~~assumptions,~~could cause substantial costs to be incurred by the ~~failure~~Company if such default causes the Company to ~~satisfy~~fail ~~certain~~to ~~financial~~meet ~~requirements~~its contractual obligations or if the ~~occurrence~~Company ofmust ~~other~~pursue ~~unforeseen~~remedial ~~events~~action ~~could~~against ~~impair~~such Stockholder. In the ~~ability~~event ofa Stockholder fails to make a ~~portfolio~~required ~~company~~Capital Contributions when due, ~~and~~it ~~hence~~may be subject to various remedies, including, without limitation, forfeiture of its right to participate in purchasing additional shares on any future drawdown date or otherwise participate in any future investments of the Company. Without limitation on the rights the Company may have against the defaulting Stockholder, the Company may call for additional Capital Contributions from non-defaulting Stockholders to ~~realize~~make ~~projected~~up ~~values~~any ~~and~~shortfall. ~~cash~~The ~~flow~~non-defaulting Stockholders could therefore be required to fund any shortfall up to their remaining Capital Commitments, without regard to the underlying value of their investment.

~~Credit~~If ~~Investigation~~the Company fails to meet its contractual obligations related to a Portfolio Investment due to a defaulting Stockholder, the relevant portfolio company may have a cause of action against the Company, which may include a claim against assets of the Company other than the Company’s interest in such portfolio company. A creditor of the Company (including a portfolio company with respect to which the Company has failed to meet its contractual obligations) will not be bound to satisfy its claims from the assets attributable to a particular Portfolio Investment and such creditor generally may seek to satisfy its claims from the assets of the Company as a whole. As a result, if a creditor’s claims relating to a particular Portfolio Investment exceed the net assets attributable to that Portfolio Investment, the remaining assets of the Company will likely be subject to such claim.

~~The~~34 Company’s overall performance is heavily reliant upon the underwriting and investment analysis and performance of the Portfolio Investments. There can be no assurance that such evaluations may be complete or that the underlying due diligence may reveal all issues. Investments may fail to meet expectations projected on the basis of such evaluations due to a number of undiscovered or unanticipated factors.

~~Timing~~Risks ofRelated ~~Investment~~to ~~Returns~~the Company’s Business and Structure

~~The~~Regulations ~~Company~~Governing ~~may not always be able to realize upon its investments in a manner that produces~~ the ~~maximum~~Company’s ~~return~~Operation onas ~~such investments. A fund may elect or be required to remain invested in~~ a ~~manner~~BDC that does not maximize returns on a given investment because of the inherent unpredictability involved in evaluating the point at which such returns are maximized. SBICs cannot make distributions to Stockholders unless permitted by the SBA which could delay distributions or impair overall returns to Stockholders.

~~Distribution~~The ~~Risk~~Company will not generally be able to issue and sell its Common Stock at a price below its then-current net asset value per share. Pursuant to Section 23 of the 1940 Act, the Company is required to determine the net asset value of its shares within 48 hours, excluding Sundays and holidays, prior to the sale of its shares. The Company may, however, sell Common Stock, or warrants, options or rights to acquire the Company’s Common Stock, at a price below the then-current net asset value per share of the Company’s Common Stock if the Company’s Board determines that such sale is in the Company’s best interests, and if Stockholders approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Company’s Board, closely approximates the market value of such securities (less any distributing commission or discount). If the Company raises additional funds by issuing Common Stock or senior securities convertible into, or exchangeable for, its Common Stock, then the percentage ownership of Stockholders at that time will decrease, and Stockholders may experience dilution.

~~Although~~Restricted ~~the~~Ability ~~Company may seek~~ to ~~maintain~~Enter aInto ~~level~~Transactions ~~distribution~~with ~~rate,~~Affiliates the Company’s distribution rate may be affected by numerous factors, including but not limited to changes in realized and projected market returns, fluctuations in market interest rates, Company performance, and other factors. For instance, during periods of low or declining interest rates, the Company’s distributable income and dividend levels may decline for many reasons. There can be no assurance that a change in market conditions or other factors will not result in a change in the Company’s distribution rate or that the rate will be sustainable in the future.

The 1940 Act prohibits or restricts the Company’s ~~distributions~~ability to ~~Stockholders~~engage ~~may~~in becertain ~~funded~~principal ~~from~~transactions ~~expense~~and ~~reimbursements~~joint ortransactions ~~waivers~~with ~~that~~certain ~~are~~“close ~~subject~~affiliates” toand ~~repayment~~“remote toaffiliates.” For example, the ~~Advisor~~Company ~~pursuant~~is toprohibited ~~the~~from ~~Expense~~buying ~~Reimbursement~~or ~~Agreement.~~selling ~~Any~~any ~~such~~security ~~distributions~~from ~~funded~~or ~~through~~to ~~expense~~any ~~reimbursements~~person orwho ~~waivers~~owns ~~will~~more ~~not~~than be25% ~~based~~of onits ~~the~~voting ~~Company~~securities or certain of that person’s ~~investment~~affiliates ~~performance~~(each ~~and~~is ~~can~~a ~~only~~“close beaffiliate”), ~~sustained~~or ifentering ~~the~~into ~~Company~~prohibited ~~achieves~~joint ~~positive~~transactions ~~investment~~with ~~performance~~such inpersons, ~~future~~absent ~~periods~~the ~~and/or~~prior approval of the SEC. The Company considers the Advisor ~~continues~~and its affiliates, to ~~make~~be ~~such~~“close ~~reimbursements~~affiliates” orfor ~~waivers~~such purposes. ~~Future~~The ~~repayments~~Company ofis ~~amounts~~prohibited ~~subject~~under tothe ~~reimbursement~~1940 orAct ~~waiver~~from ~~will~~participating ~~reduce~~in ~~the~~certain ~~distributions~~principal ~~that~~transactions ~~Stockholders~~and ~~would~~joint ~~otherwise~~transactions ~~receive~~with ina “remote affiliate” without the ~~future.~~prior ~~There~~approval ~~can~~of bethe noIndependent ~~assurance~~Directors. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities will ~~achieve~~be ~~the~~a ~~performance~~“remote ~~necessary~~affiliate” tofor bepurposes ~~able~~of tothe ~~pay~~1940 ~~distributions~~Act, atand athe ~~specific~~Company ~~rate~~is orgenerally atprohibited ~~all.~~from ~~The~~buying ~~Advisor~~or ~~has~~selling noany ~~obligation~~security from or to ~~waive~~such oraffiliate ~~otherwise~~without ~~reimburse~~the ~~expenses~~prior approval of the Independent Directors.

~~Failure~~The Company may, however, invest alongside the Advisor’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Company’s investment strategy as well as applicable law and SEC staff interpretations. For example, the Company may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to ~~Fund~~purchase ~~Commitments~~interests in a single class of privately placed securities so long as certain conditions are met, including that the Advisor, acting on the Company’s behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price. The Company may also invest alongside the Advisor’s investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and the Advisor’s allocation policy. The Company and the Advisor applied for an exemptive order from the SEC that permits greater flexibility beyond what is otherwise permitted by the 1940 Act. This SEC exemptive order permits the Company to co-invest the Advisor’s investment funds, accounts and investment vehicles in the Advisor’s originated loan transactions under certain enumerated conditions if the Board determines that it would be advantageous for the Company to co-invest with investment funds, accounts and investment vehicles managed by the Advisor in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. The Advisor will allocate investment opportunities among the Company and other investment funds, accounts, and investment vehicles managed by the Advisor according to the Advisor’s investment allocation policy.

The Company’s ~~intends~~allocation topolicy ~~draw~~provides ~~down~~that ~~against~~allocations among the ~~commitments~~Company ~~made~~and byinvestment ~~Stockholders.~~funds, ~~Stockholders~~accounts ~~will~~and beinvestment ~~required~~vehicles tomanaged ~~make~~by ~~Capital~~the ~~Contributions~~Advisor toand ~~purchase~~its ~~shares~~affiliates ofwill be made pursuant to the Company’s ~~Common~~trade ~~Stock~~allocation ~~each~~policy, ~~time~~which ~~the~~is ~~Company~~designed ~~delivers~~to ensure that all accounts are treated fairly, equitably, and in a ~~drawdown~~non-preferential ~~notice~~manner, such that allocations are not based upon fee structure or portfolio manager preference. ~~The~~It is the Company’s ~~Subscription~~policy ~~Agreement~~to isbase ~~structured~~its todeterminations ~~motivate~~on ~~Stockholders~~such tofactors ~~fund~~as: ~~their~~the ~~commitments~~amount ~~when~~of ~~called~~cash byon-hand, ~~permitting~~existing ~~the~~commitments ~~Advisor~~and ~~to:~~reserves, ~~offer~~if any, the ~~investment~~Company’s ~~opportunity~~targeted toleverage ~~other~~level, ~~Stockholders;~~the ~~cause~~Company’s ~~the~~targeted ~~defaulting~~asset ~~Stockholder~~mix toand ~~sell~~diversification ~~its~~requirements ~~interest~~and inother ~~the~~investment ~~Company;~~policies ~~take~~and ~~legal~~restrictions ~~action~~set ~~against~~by the ~~defaulting~~Board ~~Stockholder;~~or ~~prohibit~~imposed ~~the~~by ~~defaulting~~applicable ~~Stockholder~~laws, ~~from~~rules, ~~participating~~regulations inor ~~future~~interpretations. The Company ~~investments;~~expects ~~withhold~~that ~~distributions~~these ~~made,~~allocation ~~subsequent~~determinations towill ~~the~~be ~~Stockholder’s~~made ~~default~~similarly for investment funds, onaccounts ~~the~~and ~~remaining~~investment ~~interests~~vehicles ~~until~~managed by the ~~final~~Advisor. ~~liquidation~~However, of the Company; ~~require~~can ~~the~~offer ~~Stockholder~~no toassurance ~~share~~that ininvestment ~~any~~opportunities ~~losses~~will ofbe allocated to the Company ~~but~~fairly ~~not~~or ~~share~~equitably in ~~any~~the ~~profits;~~short-term ~~forfeit its shares~~ or ~~any~~over ~~combination~~time.

31In situations where co-investment with investment funds, accounts and investment vehicles managed by the Advisor is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between the Company’s interests and those of the Advisor’s clients, subject to the limitations described in the preceding paragraph, the Advisor will need to decide which client will proceed with the investment. Moreover, except in certain limited circumstances as permitted by the 1940 Act, such as when the only term being negotiated is price, the Company will be unable to invest in any issuer in which an investment fund, account or investment vehicle managed by the Advisor has previously invested. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their affiliates. These restrictions will limit the scope of investment opportunities that would otherwise be available to the Company. If the Company is prohibited by applicable law from investing alongside the Advisor’s investment funds, accounts and investment vehicles with respect to an investment opportunity, the Company will not participate in such investment opportunity.

~~Table~~35 ~~of Contents~~

~~thereof.~~Potential ~~There~~Conflicts ~~can~~of beInterest noRisk ~~assurance,~~– ~~however,~~Allocation ~~that~~of ~~all~~Investment ~~Stockholders~~Opportunities may fund their commitments in a timely manner. Failure by Stockholders to fund their commitments when called could result in the Company being precluded from an investment opportunity and could result in returns being less than might otherwise occur.

~~Changes~~The Advisor is involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Company. The Advisor may provide investment management services to ~~Government~~other ~~Policies~~funds and ~~Regulations~~discretionary managed accounts that follow an investment program similar to that of the Company. Subject to the requirements of the 1940 Act, the Advisor intends to engage in such activities and may receive compensation from third parties for its services. The results of the Company’s investment activities may differ from those of the Company’s affiliates, or another account managed by the Company’s affiliates, and it is possible that the Company could sustain losses during periods in which one or more of the Company’s affiliates and/or other accounts managed by the Advisor or its affiliates, including proprietary accounts, achieve profits on their trading.

~~Future~~Potential ~~regulatory~~Deterrence changes at various securities industry regulatory bodies such as the SEC and legislative changes at Federal and state levels may impose on the Company stricter investment guidelines resulting in any or all of ~~reduction~~Takeover ofAttempts ~~deal flow, increased reporting and compliance costs and investment restrictions. Such results may have a negative impact on the returns generated to Stockholders.~~

~~Limited~~The ~~Recourse~~General Corporation Law of the State of Delaware, as amended (the “DGCL”), contains provisions that may discourage, delay or make more difficult a change in control of the Company or the removal of the Company’s directors. The Company’s Certificate of Incorporation and bylaws contain provisions that limit liability and provide for indemnification of the Company’s directors and officers. These provisions and others which the Company may adopt also may have the effect of deterring hostile takeovers or delaying changes in control or management. The Company is subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits the Company from engaging in mergers and other business combinations with Stockholders that beneficially own 15% or more of the Company’s voting stock, either individually or together with their affiliates, unless the Company’s directors or Stockholders approve the business combination in the prescribed manner. The Board will adopt a resolution exempting from Section 203 of the DGCL any business combination between the Company and any other person, subject to prior approval of such business combination by the Board, including approval by a majority of directors who are not “interested persons.” If the Board does not adopt, or adopts but later repeals such resolution exempting business combinations, or if the Board does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of the Company and increase the difficulty of consummating such an offer.

~~Other~~The ~~than~~Company ashas ~~described~~also adopted measures that may make it difficult for a third party to obtain control, including provisions of the Certificate of Incorporation that classify the Board in three classes serving staggered three-year terms, and provisions of the ~~Subscription~~Certificate ~~Agreement~~of Incorporation authorizing the Board to cause the issuance of additional shares of stock and to amend the Certificate of Incorporation, ~~Stockholders~~without inStockholder approval, to increase or decrease the ~~Company~~number ~~will~~of ~~not~~shares ~~have~~of ~~recourse~~stock that the Company has authority to ~~assets~~issue. These provisions, as well as other ~~than~~provisions ~~those~~that have been adopted in the Certificate of Incorporation and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of the Company’s Stockholders.

~~Risk~~Potential ~~Associated~~Fluctuations ~~with~~in ~~Portfolio~~the Company’s ~~Assets~~Net Asset Value

The ~~tangible assets held by the~~ Company’s ~~portfolio~~net ~~companies,~~asset ~~which~~value may befluctuate ~~materially~~over ~~encumbered~~time ifand, ~~the~~consequently, ~~Company~~a ~~makes~~Stockholder ~~an investment,~~ may bepay ~~subject~~a todifferent ~~the~~price ~~risks~~per ofshare ~~investment~~at insubsequent ~~property~~closings inthan ~~general.~~some ~~These~~other ~~risks~~Stockholders ~~include,~~paid ~~among~~at ~~others,~~earlier ~~employee~~closings. ~~misconduct,~~The ~~strikes,~~price ~~theft,~~per ~~fire,~~share ~~terrorism, war, general or local economic conditions, acts~~ of ~~God~~a ~~(which~~subsequent closing may ~~result~~be inabove ~~uninsured~~net orasset ~~uninsurable~~value ~~losses),~~per ~~and~~share ~~other~~to ~~factors~~take ~~which~~into ~~are~~account ~~beyond~~ the ~~control~~amortization of ~~portfolio~~organizational ~~company~~and ~~management,~~offering ~~the~~expenses. ~~Advisor~~Consequently, orStockholders ~~the~~in ~~Company.~~subsequent ~~Should~~closings ~~any~~may ofreceive ~~these~~a ~~events~~different ~~occur~~number ~~with respect to the assets~~ of ~~any~~shares ~~portfolio~~for ~~company,~~ the ~~value~~same ofCapital ~~the~~Contribution ~~Company’s~~that ~~investment~~earlier inStockholders ~~such~~made ~~portfolio~~depending ~~company~~on ~~could~~the benet ~~adversely~~asset ~~affected~~value ~~and~~at ~~any~~the ~~debt~~relevant ~~obligations secured by such assets could be accelerated if adequate insurance proceeds and/or additional collateral are unavailable~~time.

~~Financial~~Investing ~~Fraud~~a Sufficient Portion of Assets in Qualifying Assets

~~Instances~~The ofCompany ~~fraud,~~may ~~material~~not ~~misrepresentations~~acquire orany ~~omissions,~~assets ~~professional negligence and/or~~ other ~~deceptive~~than ~~practices~~“qualifying ~~(including~~assets” ~~those committed by transaction counterparties~~unless, ~~issuers,~~at ~~Portfolio~~the ~~Investments,~~time ~~Service~~of ~~Providers~~ and ~~their~~after ~~respective~~giving ~~employees,~~effect ~~officers, directors or other representatives) may undermine the Advisor’s due diligence efforts with respect~~ to ~~and/or negatively affect the valuation of the Company’s Portfolio Investments. If~~ such ~~fraud or other action or omission occurs~~acquisition, ~~the~~at ~~Company~~least ~~may~~70% ~~suffer a material loss~~ of ~~capital and~~ the ~~value of the~~ Company’s ~~Portfolio~~total ~~Investments~~assets ~~may~~are bequalifying ~~adversely impacted~~assets.

~~Impact~~The Company believes that most of ~~COVID~~the investments that it may acquire in the future will constitute qualifying assets. However, the Company may be precluded from investing in what it believes to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If the Company does not invest a sufficient portion of its assets in qualifying assets, it could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent the Company, for example, from making follow-19on investments in existing portfolio companies (which could result in the dilution of its position) or could require the Company to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If the Company needs to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. The Company may not be able to find a buyer for such investments and, even if a buyer is found, the Company may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

~~The~~If ~~spread~~the ofCompany ~~COVID-19,~~does ~~which~~not ~~was~~maintain ~~identified~~its status as a ~~global pandemic by the World Health Organization in 2020~~BDC, ~~resulted~~it inwould ~~governmental~~be ~~authorities~~subject ~~imposing~~to ~~restrictions~~regulation onas ~~travel~~a ~~and~~registered the temporary closure of many corporate offices, retail stores, restaurants, healthcare facilities, fitness clubs and manufacturing facilities and factories in affected jurisdictions. While restrictions, business closures and other quarantine measures have been lifted in certain states in the United States and other countries, COVIDclosed-19end ~~outbreaks~~management ~~have~~investment ~~led~~company ~~and~~under ~~could lead to~~ the ~~re-introduction~~1940 ~~of such restrictions~~Act. As a ~~result,~~registered weclosed-end ~~are~~management ~~unable~~investment ~~to predict the duration of business and supply chain disruptions~~company, the ~~extent~~Company towould ~~which~~be ~~COVID-19~~subject ~~will continue~~ to ~~affect~~substantially ~~our~~more ~~operating~~regulatory ~~results~~restrictions orunder the ~~impact~~1940 ~~COVID-19~~Act ~~may~~which ~~have~~would onsignificantly ~~our~~decrease ~~results~~its ofoperating ~~operations and financial condition~~flexibility.

~~Bank~~36 ~~Failures~~

~~The~~Incurrence ~~impairment or failure~~ of ~~one~~Significant orCosts ~~more~~as banks with whom the Company, its portfolio companies, and/or the Advisor transact may inhibit the ability of the Company or its portfolio companies to access depository accounts. In such cases, the Company may be forced to delay or forgo investments, resulting in lower Company performance. In the event of such a ~~failure~~Result of aBeing ~~banking~~an ~~institution~~Exchange ~~where~~Act ~~the~~Reporting Company or one or more of its portfolio companies holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Company and its affected portfolio companies would not recover such excess, uninsured amounts.

~~Severe~~The ~~Economic~~Company ~~Consequences~~is subject to the reporting requirements under the Exchange Act. As an Exchange Act reporting company, the Company incurs legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act of ~~Defaulting~~2002 ~~Stockholders~~and other rules implemented by the SEC.

IfThe ~~Stockholders~~Company ~~fail~~is torequired ~~fund their commitment obligations or~~ to ~~make~~comply ~~required~~with ~~Capital Contributions when due,~~ the ~~Company’s~~requirements ability to complete its investment program or otherwise continue operations may be substantially impaired. A Stockholder’s failure to fund such amounts when due causes that Stockholder to become a defaulting Stockholder. If a substantial number of ~~Stockholders~~the ~~become~~Sarbanes-Oxley ~~defaulting Stockholders~~Act, ~~this~~including ~~may~~the ~~severely~~internal ~~limit~~control ~~opportunities~~evaluation ~~for investment diversification~~ and ~~would~~certification ~~likely~~requirements ~~reduce~~of ~~returns~~Section 404 toof ~~the~~that ~~Company~~statute ~~and restrict the Company’s ability to meet loan obligations~~(“Section 404”). ~~Any~~The ~~single defaulting Stockholder could cause substantial costs to be incurred by the~~ Company ifis ~~such~~required ~~default causes the Company~~ to ~~fail~~report toon ~~meet~~ its ~~contractual~~internal ~~obligations~~control orover iffinancial ~~the~~reporting ~~Company~~pursuant ~~must~~to ~~pursue remedial action against such Stockholder~~Section 404. InThe ~~the~~Company ~~event~~is ~~a Stockholder fails to make a~~ required ~~Capital Contributions when due, it may be subject~~ to ~~various~~review ~~remedies,~~on ~~including,~~an ~~without~~annual ~~limitation,~~basis ~~forfeiture of~~ its ~~right~~internal tocontrol ~~participate~~over infinancial ~~purchasing~~reporting, ~~additional~~and ~~shares~~ on ~~any~~a ~~future~~quarterly ~~drawdown~~and ~~date~~annual orbasis otherwise participate in any future investments of the Company. Without limitation on the rights the Company may have against the defaulting Stockholder, the Company may call for additional Capital Contributions from non-defaulting Stockholders to ~~make~~evaluate upand ~~any~~disclose ~~shortfall.~~changes ~~The~~in ~~non-defaulting~~internal ~~Stockholders~~control ~~could~~over ~~therefore~~financial ~~be required to fund any shortfall up to their remaining Capital Commitments, without regard to the underlying value of their investment~~reporting.

32The requirements of Section 404 require annual management assessments of the effectiveness of internal controls over financial reporting. The Company’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until the later of (i) the year following its first annual report required to be filed with the SEC, (ii) the date the Company is no longer an emerging growth company under the JOBS Act, or (iii) the date the Company is no longer a non-accelerated filer. The Company, as a public entity, is required to complete its assessment in a timely manner. If the Company is not able to implement the requirements of Section 404 in a timely manner or with adequate compliance following a listing, the Company’s operations, financial reporting or financial results could be adversely affected. Matters impacting internal controls may cause the Company to be unable to report its financial information on a timely basis and thereby subject the Company to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of the Company’s financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the Company and the reliability of the Company’s financial statements. Confidence in the reliability of the Company’s financial statements could also suffer if the Company or its independent registered public accounting firm were to report a material weakness in the Company’s internal controls over financial reporting.

~~Table~~Emerging ofGrowth ~~Contents~~Company Status

IfThe ~~the~~ Company ~~fails~~is toan ~~meet~~“emerging ~~its~~growth ~~contractual~~company” ~~obligations~~as ~~related~~defined toin athe ~~Portfolio~~JOBS ~~Investment~~Act ~~due~~until tothe earlier of (a) the ~~defaulting~~last ~~Stockholder,~~day of the ~~relevant~~fiscal ~~portfolio~~year ~~company~~(i) following ~~may~~the ~~have~~fifth aanniversary ~~cause~~ of ~~action~~the ~~against~~completion of the Company’s initial public offering of common equity securities, (ii) in which ~~may~~the ~~include~~Company ahas ~~claim~~total ~~against~~annual ~~assets~~gross revenue of ~~the~~at ~~Company~~least ~~other~~$1.235 billion, ~~than~~or (iii) in which the Company’s ~~interest~~is indeemed ~~such~~to ~~portfolio~~be ~~company.~~a Alarge ~~creditor~~accelerated filer, which means the market value of the ~~Company~~Common ~~(including~~Stock athat ~~portfolio~~is ~~company~~held ~~with~~by ~~respect~~non-affiliates toexceeds $700 million as of the prior June 30th, and (b) the date on which the Company has ~~failed~~issued tomore ~~meet~~than ~~its~~$1.0 billion ~~contractual~~in ~~obligations)~~non-convertible ~~will~~debt ~~not~~during bethe ~~bound~~prior tothree-year ~~satisfy~~period. ~~its~~For ~~claims~~so ~~from~~long as the ~~assets~~Company ~~attributable~~remains toan a“emerging ~~particular~~growth ~~Portfolio~~company,” ~~Investment~~it ~~and~~will ~~such~~likely ~~creditor~~take ~~generally~~advantage ~~may~~of ~~seek~~certain toexemptions ~~satisfy~~from ~~its~~various ~~claims~~reporting ~~from~~requirements ~~the~~that ~~assets~~are ofapplicable ~~the~~to ~~Company~~other aspublic acompanies ~~whole.~~that Asare anot ~~result~~“emerging growth companies” including, ifbut anot ~~creditor’s~~limited ~~claims~~to, ~~relating~~not being required to acomply ~~particular~~with ~~Portfolio~~the ~~Investment~~auditor ~~exceed~~attestation requirements of Section 404 of the ~~net~~Sarbanes-Oxley ~~assets~~Act. ~~attributable~~It is not possible to ~~that~~predict ~~Portfolio~~if ~~Investment,~~prospective investors will find the ~~remaining~~Common ~~assets~~Stock ofless attractive because the Company will ~~likely~~rely beon ~~subject~~some toor ~~such~~all ~~claim~~of these exemptions.

~~Risks~~In ~~Related~~addition, toSection 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company’s ~~Business~~may ~~and~~take ~~Structure~~advantage of such extended transition periods.

~~Regulations~~Because ~~Governing~~of the exemptions from various reporting requirements provided to the Company as an “emerging growth company” and because the Company may have an extended transition period for complying with new or revised financial accounting standards, the Company may be less attractive to investors and it may be difficult for the Company to raise additional capital as and when needed. Potential investors may be unable to compare the Company with other companies in the same industry if they believe that the Company’s ~~Operation~~financial accounting is not as atransparent ~~BDC~~as other companies in the industry. If the Company is perceived as being not as transparent as other companies in the industry, the Company’s financial condition and results of operations may be materially and adversely affected.

~~The~~Potential ~~Company~~Changes will not generally be able to issue and sell its Common Stock at a price below its then-current net asset value per share. Pursuant to Section 23 of the 1940 Act, the Company is required to determine the net asset value of its shares within 48 hours, excluding Sundays and holidays, prior to the sale of its shares. The Company may, however, sell Common Stock, or warrants, options or rights to acquire the Company’s Common Stock, at a price below the then-current net asset value per share of the Company’s Common Stock if the Company’s Board determines that such sale is in ~~the~~Investment ~~Company’s best interests~~Objectives, ~~and~~Operating ifPolicies Stockholders approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Company’s Board, closely approximates the market value of such securities (less any distributing commission or ~~discount).~~Strategies IfWithout ~~the~~Prior ~~Company~~Notice ~~raises additional funds by issuing Common Stock~~ or ~~senior~~Stockholder ~~securities~~Approval ~~convertible into, or exchangeable for, its Common Stock, then the percentage ownership of Stockholders at that time will decrease, and Stockholders may experience dilution.~~

~~Restricted~~The ~~Ability~~Company’s Board will have the authority to ~~Enter~~modify ~~Into~~or ~~Transactions~~waive ~~with~~certain ~~Affiliates~~of the Company’s operating policies and strategies without prior notice (except as required by the 1940 Act) and without Stockholder approval. However, absent Stockholder approval, the Company may not change the nature of its business so as to cease to be, or withdraw its election as, a BDC. Under Delaware law, the Company also cannot be dissolved without prior Stockholder approval. The Company cannot predict the effect any changes to its current operating policies and strategies would have on its business, operating results and value of its stock. Nevertheless, the effects may adversely affect the Company’s business and impact its ability to make distributions.

~~The~~37 1940 Act prohibits or restricts the Company’s ability to engage in certain principal transactions and joint transactions with certain “close affiliates” and “remote affiliates.” For example, the Company is prohibited from buying or selling any security from or to any person who owns more than 25% of its voting securities or certain of that person’s affiliates (each is a “close affiliate”), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. The Company considers the Advisor and its affiliates, to be “close affiliates” for such purposes. The Company is prohibited under the 1940 Act from participating in certain principal transactions and joint transactions with a “remote affiliate” without the prior approval of the Independent Directors. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities will be a “remote affiliate” for purposes of the 1940 Act, and the Company is generally prohibited from buying or selling any security from or to such affiliate without the prior approval of the Independent Directors.

~~The~~Allocation Company may, however, invest alongside the Advisor’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Company’s investment strategy as well as applicable law and SEC staff interpretations. For example, the Company may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of ~~privately~~Investment ~~placed~~Opportunities ~~securities so long as certain conditions are met, including that the Advisor, acting on the Company’s behalf~~ and onRelated ~~behalf~~Conflicts of such investment funds, accounts and investment vehicles, negotiates no term other than price. The Company may also invest alongside the Advisor’s investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and the Advisor’s allocation policy. The Company and the Advisor applied for an exemptive order from the SEC that permits greater flexibility beyond what is otherwise permitted by the 1940 Act. This SEC exemptive order permits the Company to co-invest the Advisor’s investment funds, accounts and investment vehicles in the Advisor’s originated loan transactions under certain enumerated conditions if the Board determines that it would be advantageous for the Company to co-invest with investment funds, accounts and investment vehicles managed by the Advisor in a manner consistent with the Company’s investment objectives, positions, policies, strategies and

~~restrictions~~The asCompany ~~well~~generally aswill ~~regulatory~~be ~~requirements~~prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Directors and, ~~other~~in ~~pertinent~~some ~~factors~~cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The ~~Advisor~~1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will ~~allocate~~be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities ~~among~~are allocated between the Company and other ~~investment~~ funds managed by PIMCO or its affiliates. Most importantly, the Company generally will be prohibited from co-investing with other PIMCO accounts or affiliates of the Advisor in PIMCO-originated loans and financings unless the Company co-invests in accordance with the applicable regulatory guidance and exemptive order from the SEC permitting such co-investment activities. Accordingly, while the Advisor intends to allocate suitable opportunities among the Company and other PIMCO accounts or affiliates of the Advisor based on the principles described above, the prohibition on co-investing with affiliates could significantly limit the scope of investment ~~vehicles~~opportunities ~~managed~~available to the Company. In particular, the decision by PIMCO or the Advisor ~~according~~to allocate an opportunity to one or more PIMCO accounts or to an affiliate of the Advisor’s, or the existence of a prior co-investment ~~allocation~~structure, ~~policy~~might cause the Company to forgo an investment opportunity that it otherwise would have made. Similarly, the Company generally may be limited in its ability to invest in an issuer in which a PIMCO account or affiliate of the Advisor had previously invested. The Company may in certain circumstances also be required to sell, transfer or otherwise reorganize assets in which the Company has invested with PIMCO accounts or affiliates of the Advisor at times that the Company may not consider advantageous.

~~The~~Proportion ~~Company’s~~of ~~allocation~~Assets ~~policy provides~~ that ~~allocations~~May ~~among~~Be ~~the~~Invested Company and investment funds, accounts and investment vehicles managed by the Advisor and its affiliates will be made pursuant to the Company’s trade allocation policy, which is designed to ensure that all accounts are treated fairly, equitably, and in aSecurities ~~non-preferential manner, such that allocations are not based upon fee structure or portfolio manager preference. It is the Company’s policy to base its determinations on such factors as: the amount~~ of ~~cash~~a ~~on-hand,~~Single ~~existing~~Issuer commitments and reserves, if any, the Company’s targeted leverage level, the Company’s targeted asset mix and diversification requirements and other investment policies and restrictions set by the Board or imposed by applicable laws, rules, regulations or interpretations. The Company expects that these allocation determinations will be made similarly for investment funds, accounts and investment vehicles managed by the Advisor. However, the Company can offer no assurance that investment opportunities will be allocated to the Company fairly or equitably in the short-term or over time.

33The Company is classified as a non-diversified investment company within the meaning of the 1940 Act, which means that it is not limited by the 1940 Act with respect to the proportion of the Company’s assets that it may invest in securities of a single issuer, excluding limitations on investments in other investment companies. To the extent that the Company assumes large positions in the securities of a small number of issuers or industries, the Company’s 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. Beyond the Company’s asset diversification requirements as a RIC under the Code, the Company does not have fixed guidelines for diversification, and the Company’s investments could be concentrated in relatively few portfolio companies. Although the Company is classified as a non-diversified investment company within the meaning of the 1940 Act, the Company maintains the flexibility to operate as a diversified investment company, and may do so for an extended period of time without limitation. In addition, investors should note that Section 13(a)(1) of the 1940 Act does not apply to BDCs and, accordingly, no Stockholder vote is required for the Company to change its status from a diversified company to a non-diversified company or vice versa. To the extent that the Company operates as a non-diversified investment company, the Company may be subject to greater risk. Unfavorable performance by a small number of Portfolio Investments could adversely affect the aggregate returns realized by Stockholders. The Company expects to invest in a number of Portfolio Investments, but such number may be insufficient to afford adequate diversification against the risk that an insufficient number of Portfolio Investments in which the Company invests may yield a return.

~~Table~~The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the aggregate returns the Company realizes may be significantly adversely affected if a small number of ~~Contents~~investments perform poorly or if the Company needs to write down the value of any one investment. Additionally, a downturn in any particular industry in which the Company is invested could significantly affect the Company’s aggregate returns.

InBecause ~~situations where co-investment with investment funds, accounts and investment vehicles managed by~~ the ~~Advisor~~Company ismay ~~not permitted or appropriate, such as when there is an opportunity to~~ invest insignificant ~~different~~amounts ~~securities~~ of the ~~same~~Company’s ~~issuer~~available orcapital ~~where~~in ~~the~~a ~~different~~single ~~investments~~investment, ~~could~~any besingle ~~expected~~loss tomay ~~result~~have in a ~~conflict~~significant ~~between~~adverse impact on the Company’s ~~interests~~capital. ~~and~~While ~~those of~~ the ~~Advisor’s~~Company ~~clients,~~will ~~subject~~generally tofocus ~~the~~on ~~limitations~~borrowers ~~described~~who inare ~~the~~U.S. ~~preceding~~middle ~~paragraph~~market companies, the Advisor ~~will~~may ~~need~~determine towhether ~~decide~~companies ~~which~~meet ~~client~~the ~~will~~foregoing ~~proceed~~criteria ~~with~~in ~~the~~its ~~investment~~sole discretion. ~~Moreover~~In addition, except inas ~~certain~~may ~~limited~~be ~~circumstances~~provided ~~as permitted~~ by the ~~1940~~requirement ~~Act,~~to ~~such~~invest asat ~~when~~least ~~the~~70% ~~only~~of ~~term~~its ~~being~~assets ~~negotiated~~in isqualifying ~~price,~~investments ~~the~~and ~~Company~~as ~~will~~may be ~~unable~~necessary to ~~invest~~qualify inas ~~any~~a ~~issuer in which an investment fund~~RIC, ~~account or investment vehicle managed by~~ the ~~Advisor~~Company ~~has~~is ~~previously~~not ~~invested.~~restricted ~~Similar~~in ~~restrictions~~its ~~limit the Company’s~~ ability to ~~transact~~invest ~~business~~in ~~with~~companies ~~its~~of ~~officers~~any orsize ~~directors~~ or ~~their~~in ~~affiliates.~~any ~~These~~geographical ~~restrictions~~location, ~~will~~and ~~limit~~may ~~the~~from ~~scope~~time ofto ~~investment~~time ~~opportunities~~or ~~that~~over ~~would~~time ~~otherwise~~invest bein ~~available~~companies toof ~~the~~any ~~Company.~~size Ifor ~~the~~in ~~Company~~any isgeographical ~~prohibited~~location. byThe ~~applicable law from investing alongside the Advisor~~Company’s ~~investment~~performance ~~funds,~~may ~~accounts~~be ~~and~~adversely ~~investment~~affected ~~vehicles~~by ~~with~~industry ~~respect~~or toregion-specific ~~an investment opportunity, the Company will not participate in such investment opportunity~~factors.

~~Potential~~Controlling ~~Conflicts~~stockholders ~~of Interest Risk – Allocation of Investment Opportunities~~

~~The~~Upon ~~Advisor is involved worldwide with a broad spectrum of financial services and asset management activities and may engage in~~ the ~~ordinary~~initial ~~course~~closing, ~~of business in activities in which their interests or~~ the ~~interests of their clients may conflict with those of the~~ Company. ~~The~~expects ~~Advisor~~certain ~~may~~stockholders ~~provide investment management services~~ to ~~other~~own ~~funds~~a ~~and~~significant ~~discretionary~~portion ~~managed accounts that follow an investment program similar to that~~ of ~~the~~Common ~~Company~~Stock. ~~Subject~~Therefore, tothese ~~the~~entities ~~requirements~~may ofbe ~~the~~able ~~1940~~to ~~Act,~~exert ~~the~~influence ~~Advisor~~over ~~intends~~management toand ~~engage~~policies ~~in such activities~~ and may ~~receive~~have ~~compensation~~significant ~~from~~voting ~~third~~influence ~~parties~~on ~~for~~votes ~~its~~requiring ~~services~~stockholder approval. ~~The~~This ~~results~~concentration of ~~the~~ownership ~~Company’s investment activities~~ may ~~differ~~also ~~from~~have ~~those of~~ the ~~Company’s~~effect ~~affiliates~~of delaying, preventing or ~~another~~deterring ~~account~~a ~~managed~~change byof ~~the~~control ~~Company’s~~of ~~affiliates~~us, ~~and~~could itdeprive isstockholders ~~possible~~of ~~that~~an ~~the~~opportunity ~~Company~~to ~~could~~receive ~~sustain~~a ~~losses~~premium ~~during~~for ~~periods~~their incommon ~~which~~stock ~~one~~as orpart ~~more~~ of ~~the~~a ~~Company’s~~sale ~~affiliates~~of us and~~/or~~ ~~other~~might ~~accounts~~ultimately ~~managed~~affect by the ~~Advisor~~market orprice ~~its~~of ~~affiliates~~Common Stock, ~~including~~should ~~proprietary~~a ~~accounts,~~market ~~achieve~~for ~~profits~~Common onStock ~~their trading~~develop.

~~Potential~~38 ~~Deterrence of Takeover Attempts~~

~~The~~Cybersecurity ~~General~~Risk Corporation Law of the State of Delaware, as amended (the “DGCL”), contains provisions that may discourage, delay or make more difficult a change in control of the Company or the removal of the Company’s directors. The Company’s Certificate of Incorporation and bylaws contain provisions that limit liability and provide for indemnification of the Company’s directors and officers. These provisions and others which the Company may adopt also may have the effect of deterring hostile takeovers or delaying changes in control or management. The Company is subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits the Company from engaging in mergers and other business combinations with Stockholders that beneficially own 15% or more of the Company’s voting stock, either individually or together with their affiliates, unless the Company’s directors or Stockholders approve the business combination in the prescribed manner. The Board will adopt a resolution exempting from Section 203 of the DGCL any business combination between the Company and any other person, subject to prior approval of such business combination by the Board, including approval by a majority of directors who are not “interested persons.” If the Board does not adopt, or adopts but later repeals such resolution exempting business combinations, or if the Board does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of the Company and increase the difficulty of consummating such an offer.

~~The~~As ~~Company~~the ~~has~~use ~~also~~of ~~adopted~~technology ~~measures~~has ~~that~~become ~~may~~prevalent ~~make~~in itthe ~~difficult~~course ~~for~~of abusiness, ~~third~~the ~~party~~Company is susceptible to ~~obtain~~operational ~~control,~~and ~~including~~information ~~provisions~~security ofrisks ~~the~~resulting ~~Certificate~~from ofbreaches ~~Incorporation~~in ~~that~~cyber ~~classify~~security. ~~the~~A ~~Board~~breach in ~~three~~cyber ~~classes~~security ~~serving~~refers ~~staggered~~to ~~three-year~~both ~~terms,~~intentional and ~~provisions~~unintentional ofcyber ~~the~~events ~~Certificate~~that ofmay, ~~Incorporation~~among ~~authorizing~~other things, cause the ~~Board~~Company to ~~cause~~lose ~~the~~proprietary ~~issuance~~information, ofsuffer ~~additional~~data ~~shares~~corruption ofand/or ~~stock~~destruction ~~and~~or tolose ~~amend~~operational capacity, result in the ~~Certificate~~unauthorized release or other misuse of ~~Incorporation~~confidential information, ~~without~~or ~~Stockholder~~otherwise ~~approval,~~disrupt normal business operations. Cyber security breaches may involve unauthorized access to ~~increase~~the Company’s digital information systems (e.g., through “hacking” or ~~decrease~~malicious ~~the~~software ~~number~~coding), ofbut ~~shares~~may also result from outside attacks such as denial-of-service attacks ~~stock~~(i.e., ~~that~~efforts to make network services unavailable to intended users). In addition, cyber security breaches involving the Company’s ~~has~~third ~~authority~~party service providers (including but not limited to ~~issue.~~advisers, ~~These~~administrators, ~~provisions~~transfer agents, ascustodians, ~~well~~distributors asand other ~~provisions~~third ~~that~~parties), ~~have~~trading ~~been~~counterparties ~~adopted~~or issuers in which the ~~Certificate~~Company invests can also subject the Company to many of ~~Incorporation~~the ~~and~~same ~~bylaws,~~risks ~~may~~associated ~~delay~~with direct cyber security breaches. Moreover, ~~defer~~cyber orsecurity ~~prevent~~breaches ainvolving ~~transaction~~trading counterparties or aissuers ~~change~~ in ~~control~~which ~~that~~the ~~might~~Company ~~otherwise~~invests becould inadversely ~~the~~impact ~~best~~such ~~interests~~counterparties ofor issuers and cause the Company’s ~~Stockholders~~investments to lose value.

~~Potential~~Cyber ~~Fluctuations~~security failures or breaches may result in financial losses to the Company and its Stockholders. These failures or breaches may also result in disruptions to business operations, potentially resulting in financial losses; interference with the Company’s ~~Net~~ability ~~Asset~~to ~~Value~~calculate its NAV, process Stockholder transactions or otherwise transact business with Stockholders; impediments to trading; violations of applicable privacy and other laws; regulatory fines; penalties; reputational damage; reimbursement or other compensation costs; additional compliance and cyber security risk management costs and other adverse consequences. In addition, substantial costs may be incurred in an attempt to prevent any cyber incidents in the future.

~~The~~Like ~~Company’s~~with ~~net~~operational ~~asset~~risk ~~value~~in ~~may~~general, ~~fluctuate~~the ~~over~~Company ~~time~~has established risk management systems and business continuity plans designed to reduce the risks associated with cyber security. However, ~~consequently~~there are inherent limitations in these plans and systems, aincluding ~~Stockholder~~that certain risks may ~~pay~~not ahave ~~different~~been ~~price~~identified, ~~per~~in ~~share~~large atpart ~~subsequent~~because ~~closings~~different ~~than~~or ~~some~~unknown ~~other~~threats ~~Stockholders~~may ~~paid~~emerge atin ~~earlier~~the ~~closings~~future. ~~The~~As ~~price~~such, ~~per~~there ~~share~~is ofno aguarantee ~~subsequent~~that ~~closing~~such ~~may~~efforts bewill ~~above~~succeed, ~~net~~especially ~~asset~~because ~~value~~the ~~per~~Company ~~share~~does tonot ~~take~~directly ~~into~~control ~~account~~ the ~~amortization~~cyber security systems of ~~organizational~~issuers ~~and~~in ~~offering~~which ~~expenses.~~the ~~Consequently~~Company may invest, ~~Stockholders~~trading incounterparties, ~~subsequent~~or ~~closings~~third ~~may~~party ~~receive~~service providers to the Company. There is also a ~~different~~risk ~~number~~that ofcyber ~~shares~~security ~~for~~breaches ~~the~~may ~~same~~not ~~Capital~~be ~~Contribution~~detected. ~~that~~The ~~earlier~~Company and its Stockholders ~~made~~could ~~depending~~be onnegatively ~~the~~impacted ~~net~~as ~~asset~~a ~~value~~result. atSee ~~the~~“Item ~~relevant~~1C. ~~time~~Cybersecurity.”

~~Investing~~Securities aAct ~~Sufficient Portion~~ of ~~Assets~~1933 ~~in Qualifying Assets~~

The ~~Company~~shares ~~may~~are not ~~acquire~~registered under the Securities Act or any ~~assets~~state ~~other~~securities ~~than~~laws. ~~“qualifying~~The ~~assets”~~shares ~~unless,~~are atoffered and sold in the ~~time~~United States without registration in reliance upon the exemption contained in section 4(a)(2) of the Securities Act and ~~after~~Rule ~~giving~~506 ~~effect~~of Regulation D promulgated thereunder by the SEC for transactions not involving a public offering and upon exemptions from any applicable state securities laws. Each prospective investor in the United States must be an accredited investor (as defined in Regulation D) and is required to ~~such~~represent, ~~acquisition~~among other customary private placement representations, atthat ~~least~~it ~~70%~~is acquiring shares for its own account and not with a view to resale or distribution in violation of U.S. Federal or state securities laws. Further, each Stockholder must be prepared to bear the ~~Company’s~~economic ~~total~~risk ~~assets~~of the investment for an indefinite period, because shares are ~~qualifying~~“restricted ~~assets~~securities” (as defined in Rule 144 under the Securities Act) and can be resold only pursuant to an offering registered under the Securities Act or an exemption from such registration requirement. It is extremely unlikely that shares will ever be registered under the Securities Act.

~~The~~Securities ~~Company~~Exchange believes that most of the investments that it may acquire in the future will constitute qualifying assets. However, the Company may be precluded from investing in what it believes to be attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. ~~If the Company does not invest a sufficient portion~~ of ~~its~~1934 assets in qualifying assets, it could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent the Company, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of its position) or

34In connection with any acquisition or beneficial ownership by the Company of more than 5% of any class of equity securities of a company registered under the Exchange Act, the Company may be required to make certain filings with the SEC. Generally, these filings require disclosure of the identity and background of the purchaser, the source and amount of funds used to acquire the securities, the purpose of the transaction, the purchaser’s interest in the securities and any contracts, arrangements or undertakings regarding the securities. In certain circumstances, the Company may be required to aggregate its investment position in a given operating company with the beneficial ownership of that company’s securities by or on behalf of the Advisor and its affiliates, which could require the Company, together with such other parties, to make certain disclosure filings or otherwise restrict the Company’s activities with respect to such operating company’s securities. In addition, if the Company becomes the beneficial owner of more than 10% of any class of equity securities of a U.S. company registered under the Exchange Act or places an officer or a director on the board of directors of such a company, the Company may be subject to certain additional reporting requirements and to liability for short-swing profits under Section 16 of the Exchange Act. The Company intends to manage its investments so as to avoid the short-swing profit liability provisions of Section 16 of the Exchange Act.

~~Table~~Compliance ofwith ~~Contents~~Anti-Money Laundering Requirements

~~could~~In ~~require~~response ~~the~~to ~~Company~~increased regulatory concerns with respect to ~~dispose~~the sources of funds used in investments atand ~~inappropriate~~other ~~times~~activities, inthe ~~order~~Company may request prospective or existing Stockholders to ~~come~~provide ~~into~~additional ~~compliance~~documentation ~~with~~verifying, ~~the~~among ~~1940~~other ~~Act~~things, such Stockholder’s identity and source of funds used to purchase its shares. IfThe ~~the~~Advisor ~~Company~~may ~~needs~~decline to ~~dispose~~accept a subscription if this information is not provided or on the basis of such ~~investments~~information ~~quickly~~that is provided. Requests for documentation may be made at any time during which a Stockholder holds shares. In certain circumstances, itthe ~~could~~Advisor may be ~~difficult~~required to ~~dispose~~provide ofthis information, or report the failure to comply with such ~~investments~~requests, onto ~~favorable~~Governmental ~~terms~~authorities without notifying the Stockholder that the information has been provided. The ~~Company~~Advisor ~~may~~will ~~not~~take such steps as may be ~~able~~necessary to ~~find~~comply awith ~~buyer~~applicable ~~for~~law, ~~such~~regulations, ~~investments~~orders, directives or special measures that may be required by Government regulators. Governmental authorities are continually considering expanding measures to implement broader anti-money laundering laws and, ~~even~~at ifthis apoint, ~~buyer~~it is ~~found,~~unclear what additional steps the ~~Company~~Advisor may ~~have~~be required to ~~sell~~take. ~~the~~These ~~investments~~additional atsteps, ahowever, ~~substantial~~may ~~loss.~~include, ~~Any~~without ~~such~~limitation, ~~outcomes~~prohibiting ~~would~~such ~~have~~Stockholder afrom ~~material~~making ~~adverse~~further ~~effect~~contributions onto the Company’s ~~business,~~and ~~financial~~depositing ~~condition,~~distributions ~~results~~to ofwhich ~~operations~~such ~~and~~Stockholder ~~cash~~would ~~flows~~otherwise be entitled into an escrow account.

If39 the Company does not maintain its status as a BDC, it would be subject to regulation as a registered closed-end management investment company under the 1940 Act. As a registered closed-end management investment company, the Company would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease its operating flexibility.

~~Incurrence~~European ofData ~~Significant~~Protection ~~Costs~~Legislation ~~as a Result of Being an Exchange Act Reporting Company~~

The Company is subject to ~~the~~European ~~reporting~~laws ~~requirements~~related ~~under~~to privacy, data protection and information security in the ~~Exchange~~jurisdictions ~~Act.~~in Aswhich anit ~~Exchange~~inter ~~Act~~alia ~~reporting~~does ~~company~~business and/or its investors are located, including with respect to natural persons investing in the Company, ~~incurs~~the ~~legal~~General Data Protection Regulation (EU 2016/679). As privacy, ~~accounting~~data protection and ~~other~~information ~~expenses~~security laws are implemented, ~~including~~interpreted and applied, compliance costs ~~associated~~may ~~with~~increase, particularly in the ~~periodic~~context ~~reporting~~of ~~requirements~~ensuring ~~applicable~~that toadequate adata ~~company~~protection ~~whose~~and ~~securities~~data transfer mechanisms are ~~registered~~in ~~under~~place. ~~the~~Compliance ~~Exchange~~with ~~Act~~current and future privacy, asdata ~~well~~protection asand ~~additional~~information ~~corporate~~security ~~governance~~laws ~~requirements,~~and ~~including~~regulations ~~requirements~~could ~~under~~significantly impact current and planned privacy and information security related practices, the ~~Sarbanes-Oxley~~collection, ~~Act~~use, sharing, retention and safeguarding of ~~2002~~personal data and some of the current and planned business activities. A failure to comply with such laws and regulations could result in fines, sanctions or other ~~rules~~penalties, ~~implemented~~which bycould ~~the~~adversely ~~SEC~~affect results of operations and overall business, as well as have an impact on reputation.

~~The~~Federal ~~Company~~Income isTax ~~required~~Risks to comply with the requirements of the Sarbanes-Oxley Act, including the internal control evaluation and certification requirements of Section 404 of that statute (“Section 404”). The Company is required to report on its internal control over financial reporting pursuant to Section 404. The Company is required to review on an annual basis its internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in internal control over financial reporting.

~~The~~RIC ~~requirements~~Qualification ofRisks Section 404 require annual management assessments of the effectiveness of internal controls over financial reporting. The Company’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until the later of (i) the year following its first annual report required to be filed with the SEC, (ii) the date the Company is no longer an emerging growth company under the JOBS Act, or (iii) the date the Company is no longer a non-accelerated filer. Because the Company has not yet tested any internal controls in accordance with Section 404, the Company cannot conclude in accordance with Section 404 that it does not have a material weakness in internal controls or a combination of significant deficiencies that could result in the conclusion that the Company has a material weakness in internal controls. The Company, as a public entity, is required to complete its initial assessment in a timely manner. If the Company is not able to implement the requirements of Section 404 in a timely manner or with adequate compliance following a listing, the Company’s operations, financial reporting or financial results could be adversely affected. Matters impacting internal controls may cause the Company to be unable to report its financial information on a timely basis and thereby subject the Company to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of the Company’s financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in the Company and the reliability of the Company’s financial statements. Confidence in the reliability of the Company’s financial statements could also suffer if the Company or its independent registered public accounting firm were to report a material weakness in the Company’s internal controls over financial reporting.

~~Emerging~~To ~~Growth~~obtain and maintain RIC tax treatment under Subchapter M of the Code, the Company ~~Status~~must, among other things, meet annual distribution, income source and asset diversification requirements. If the Company does not qualify for or maintain RIC tax treatment for any reason and is subject to corporate income tax, the resulting corporate taxes could substantially reduce the Company’s net assets, the amount of income available for distribution and the amount of the Company’s distributions.

~~The~~Difficulty Company is an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of the Company’s initial public offering of common equity securities, (ii) in which the Company has total annual gross revenue of at least $1.07 billion, or (iii) in which the Company is deemed to be a large accelerated filer, which means the market value of the Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (b) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as the Company remains an “emerging growth company,” it will likely take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with ~~the~~Paying ~~auditor~~Required ~~attestation~~Distributions requirements of Section 404 of the Sarbanes-Oxley Act. It is not possible to predict if prospective investors will find the Common Stock less attractive because the Company will rely on some or all of these exemptions. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may take advantage of such extended transition periods.

~~Because~~For offederal ~~the~~income ~~exemptions~~tax ~~from~~purposes, ~~various~~the ~~reporting~~Company ~~requirements~~may ~~provided~~be required to ~~the~~recognize ~~Company~~taxable asincome anin ~~“emerging~~circumstances ~~growth~~in ~~company”~~which ~~and~~it ~~because~~does not receive a corresponding payment in cash. For example, if the Company ~~may~~holds ~~have~~debt anobligations ~~extended~~that ~~transition~~are ~~period~~treated ~~for~~under ~~complying~~applicable tax rules as having original issue discount (such as zero coupon securities, debt instruments with ~~new~~PIK interest or, ~~revised~~in ~~financial~~certain ~~accounting~~cases, ~~standards~~increasing interest rates or debt instruments that were issued with warrants), the Company ~~may~~must beinclude ~~less~~in ~~attractive~~income toeach ~~investors~~year ~~and~~a itportion ~~may~~of bethe ~~difficult~~original ~~for~~issue discount that accrues over the ~~Company~~life toof ~~raise~~the ~~additional~~obligation, ~~capital~~regardless asof ~~and~~whether ~~when~~cash ~~needed.~~representing ~~Potential~~such ~~investors~~income ~~may~~is bereceived ~~unable~~by tothe ~~compare~~Company in the same taxable year. The Company ~~with~~may also have to include in income other ~~companies~~amounts that it has not yet received in ~~the~~cash, ~~same~~such ~~industry~~as ifdeferred ~~they~~loan ~~believe~~origination fees that are paid after origination of the ~~Company’s~~loan ~~financial~~or ~~accounting~~are ispaid ~~not~~in asnon-cash ~~transparent~~compensation such as warrants or stock. The Company anticipates that a portion of its income may constitute original issue discount or other ~~companies~~income required to be included in ~~the~~taxable ~~industry~~income prior to receipt of cash. IfFurther, the Company ismay ~~perceived~~elect asto ~~being~~amortize ~~not~~market asdiscount ~~transparent~~and asinclude ~~other~~such ~~companies~~amounts in its taxable income in the ~~industry~~current year, ~~the~~instead ~~Company’s~~of ~~financial~~upon ~~condition~~disposition, ~~and~~as ~~results~~an ofelection ~~operations~~not ~~may~~to bedo ~~materially~~so ~~and~~would ~~adversely~~limit ~~affected~~its ability to deduct interest expenses for tax purposes.

35Because any original issue discount or other amounts accrued will be included in its investment company taxable income for the year of the accrual, the Company may be required to make a distribution to its Stockholders in order to satisfy the annual distribution requirement, even though the Company would not have received any corresponding cash amount. As a result, the Company may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. The Company may have to sell some of its investments at times and/or at prices it would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If the Company is not able to obtain cash from other sources, it 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 its net assets, the amount of income available for distribution and the amount of its distributions.

~~Table~~Some ofInvestments ~~Contents~~May be Subject to Corporate-Level Income Tax

~~Potential~~The ~~Changes~~Company may invest in ~~Investment~~certain ~~Objectives,~~debt ~~Operating~~and ~~Policies~~equity orinvestments ~~Strategies~~through ~~Without~~taxable ~~Prior~~subsidiaries ~~Notice~~and orthe ~~Stockholder~~taxable ~~Approval~~income of these taxable subsidiaries will be subject to federal and state corporate income taxes. The Company 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).

~~The~~Certain ~~Company’s~~Portfolio ~~Board~~Investments ~~will~~May ~~have~~Present ~~the~~Special ~~authority~~Tax toIssues modify or waive certain of the Company’s operating policies and strategies without prior notice (except as required by the 1940 Act) and without Stockholder approval. However, absent Stockholder approval, the Company may not change the nature of its business so as to cease to be, or withdraw its election as, a BDC. Under Delaware law, the Company also cannot be dissolved without prior Stockholder approval. The Company cannot predict the effect any changes to its current operating policies and strategies would have on its business, operating results and value of its stock. Nevertheless, the effects may adversely affect the Company’s business and impact its ability to make distributions.

~~Allocation~~The Company expects 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 ~~Investment~~instruments ~~Opportunities~~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 the Company may cease to accrue interest, original issue discount or market discount, when and ~~Related~~to ~~Conflicts~~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 the Company, to the extent necessary, to distribute sufficient income to preserve its tax status as a RIC and minimize the extent to which it is subject to U.S. federal income or excise tax.

~~The~~40 Company generally will be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Company and other funds managed by PIMCO or its affiliates. Most importantly, the Company generally will be prohibited from co-investing with other PIMCO accounts or affiliates of the Advisor in PIMCO-originated loans and financings unless the Company co-invests in accordance with the applicable regulatory guidance and exemptive order from the SEC permitting such co-investment activities. Accordingly, while the Advisor intends to allocate suitable opportunities among the Company and other PIMCO accounts or affiliates of the Advisor based on the principles described above, the prohibition on co-investing with affiliates could significantly limit the scope of investment opportunities available to the Company. In particular, the decision by PIMCO or the Advisor to allocate an opportunity to one or more PIMCO accounts or to an affiliate of the Advisor, or the existence of a prior co-investment structure, might cause the Company to forgo an investment opportunity that it otherwise would have made. Similarly, the Company generally may be limited in its ability to invest in an issuer in which a PIMCO account or affiliate of the Advisor had previously invested. The Company may in certain circumstances also be required to sell, transfer or otherwise reorganize assets in which the Company has invested with PIMCO accounts or affiliates of the Advisor at times that the Company may not consider advantageous.

~~Proportion~~There ofmay ~~Assets~~be ~~that~~withholding ~~May~~of BeU.S. ~~Invested~~federal inincome ~~Securities~~tax ofon adividends ~~Single~~for ~~Issuer~~non-U.S. stockholders

~~The~~Distributions ~~Company is classified as a non-diversified investment company within the meaning of the 1940 Act, which means that it is not limited~~ by ~~the 1940 Act with respect to the proportion of the Company’s assets that it may invest in securities of~~ a ~~single~~BDC ~~issuer,~~generally ~~excluding~~are ~~limitations~~treated on investments in other investment companies. To the extent that the Company assumes large positions in the securities of a small number of issuers or industries, the Company’s net asset value may fluctuate to a greater extent than that of a diversified investment company as adividends ~~result~~for ~~of changes in the financial condition or the market’s assessment of the issuer~~U.S. ~~Beyond~~tax ~~the Company’s asset diversification requirements as a RIC under the Code~~purposes, ~~the Company does not have fixed guidelines for diversification,~~ and ~~the~~will ~~Company’s investments could~~ be ~~concentrated~~subject into ~~relatively few portfolio companies~~U.S. ~~Although~~income ~~the~~or ~~Company~~withholding istax ~~classified~~unless ~~as a non-diversified investment company within~~ the ~~meaning~~stockholder ofreceiving the ~~1940~~dividend ~~Act,~~qualifies ~~the Company maintains the flexibility to operate as a diversified investment company, and may do so~~ for an ~~extended~~exemption ~~period~~from ~~of time without limitation~~U.S. ~~In addition~~tax, ~~investors~~or ~~should note that Section 13(a)(1) of~~ the ~~1940~~distribution ~~Act~~is ~~does~~subject ~~not apply~~ to ~~BDCs~~one ~~and,~~of ~~accordingly, no Stockholder vote is required for~~ the ~~Company~~special ~~to change its status from a diversified company to a non~~look-~~diversified~~through ~~company~~rules ordescribed ~~vice versa~~below. ToDistributions ~~the~~paid ~~extent~~out ~~that~~of ~~the~~net ~~Company~~capital ~~operates~~gains ascan aqualify ~~non-diversified~~for ~~investment company, the Company may be subject to greater risk. Unfavorable performance by~~ a ~~small~~reduced ~~number~~rate of ~~Portfolio~~taxation ~~Investments~~in ~~could adversely affect~~ the ~~aggregate~~hands ~~returns~~of ~~realized~~an byindividual ~~Stockholders~~U.S. ~~The Company expects to invest in a number of Portfolio Investments~~stockholder, ~~but~~and ~~such number may be insufficient to afford adequate diversification against the risk that~~ an ~~insufficient~~exemption ~~number~~from ofU.S. ~~Portfolio~~tax ~~Investments~~ in ~~which~~ the ~~Company~~hands ~~invests~~of ~~may yield~~ a ~~return~~non-U.S. stockholder.

~~The~~However, ~~Company~~if ~~may~~reported ~~also~~by bea ~~more~~RIC, ~~susceptible~~dividend distributions by the RIC derived from certain interest income (such distributions, “interest-related dividends”) and certain net short-term capital gains (such distributions, “short-term capital gain dividends”) generally are exempt from U.S. withholding tax otherwise imposed on non-U.S. stockholders. Interest-related dividends are dividends that are attributable to ~~any~~“qualified ~~single~~net ~~economic~~interest orincome” ~~regulatory~~(i.e., ~~occurrence~~“qualified ~~than~~interest income,” which generally consists of certain interest and OID on obligations “in registered form” as well as interest on bank deposits earned by a ~~diversified~~RIC, ~~investment~~less ~~company~~allocable deductions) from sources within the United States. InShort-term ~~addition~~capital gain dividends are dividends that are attributable to net short-term capital gains, ~~the~~other ~~aggregate~~than ~~returns~~short-term capital gains recognized on the ~~Company~~disposition ~~realizes~~of ~~may~~U.S. bereal ~~significantly~~property ~~adversely~~interests, ~~affected~~earned ifby a ~~small~~RIC. ~~number~~However, no assurance can be given as to whether any of ~~investments~~the ~~perform~~Company’s ~~poorly~~distributions will be eligible for this exemption from U.S. withholding tax or, if eligible, will be reported as such by the Company. ~~needs~~Furthermore, toin ~~write~~the ~~down~~case ~~the~~of ~~value~~shares of ~~any~~the ~~one~~Company’s ~~investment.~~stock ~~Additionally~~held through an intermediary, athe ~~downturn~~intermediary inmay ~~any~~have ~~particular~~withheld ~~industry~~U.S. infederal ~~which~~income tax even if the Company isreported ~~invested~~the ~~could~~payment ~~significantly~~as ~~affect~~an interest-related dividend or short-term capital gain dividend. Since the Company’s ~~aggregate~~common ~~returns~~stock will be subject to significant transfer restrictions, and an investment in its common stock will generally be illiquid, non-U.S. stockholders whose distributions on the common stock are subject to U.S. withholding tax may not be able to transfer their shares of the common stock easily or quickly or at all.

~~Because~~A ~~the~~failure ~~Company~~of ~~may~~any ~~invest~~portion ~~significant amounts~~ of the Company’s ~~available~~distributions ~~capital~~to inqualify afor ~~single~~the ~~investment,~~exemption ~~any~~for ~~single~~interest-related ~~loss~~dividends ~~may~~or ~~have~~short-term acapital ~~significant~~gain ~~adverse~~dividends ~~impact~~would onnot ~~the~~affect ~~Company’s capital. While~~ the ~~Company~~treatment ~~will~~of ~~generally focus on borrowers who are~~ non-U.S. ~~middle~~stockholders ~~market~~that ~~companies,~~qualify ~~the~~for ~~Advisor~~an ~~may~~exemption ~~determine~~from ~~whether companies meet the foregoing criteria in its sole discretion~~U.S. Inwithholding ~~addition,~~tax ~~except~~on asdividends ~~may be provided~~ by ~~the~~reason ~~requirement to invest at least 70%~~ of ~~its~~their ~~assets~~special instatus ~~qualifying~~(for ~~investments and as may be necessary to qualify as a RIC~~example, ~~the~~foreign ~~Company~~government-related isentities ~~not restricted in its ability to invest in companies of any size or in any geographical location,~~ and ~~may~~certain ~~from~~pension ~~time~~funds toresident ~~time or over time invest~~ in ~~companies~~favorable oftreaty ~~any size or in any geographical location~~jurisdictions). ~~The Company’s performance may be adversely affected by industry or region-specific factors.~~

36Legislative or Regulatory Tax Changes Could Adversely Affect Investors

~~Table~~At any time, the federal income tax laws governing RICs or the administrative interpretations of ~~Contents~~those laws or regulations may be amended. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or the Stockholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in the Company’s shares or the value or the resale potential of its investments.

~~Controlling~~Item 1B. ~~stockholders~~Unresolved Staff Comments

~~Upon~~Not ~~the initial closing, the Company expects certain stockholders to own a significant portion of Common Stock~~applicable. Therefore, these entities may be able to exert influence over management and policies and may have significant voting influence on votes requiring stockholder approval. This concentration of ownership may also have the effect of delaying, preventing or deterring a change of control of us, could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of us and might ultimately affect the market price of Common Stock, should a market for Common Stock develop.

Item 1C. Cybersecurity ~~Risk~~

AsThe ~~the~~Company’s ~~use~~management, ofincluding ~~technology~~the ~~has~~Company’s ~~become~~Chief ~~prevalent~~Compliance inOfficer and the ~~course~~investment ofmanager’s ~~business,~~Global ~~the~~Chief ~~Company~~Information isSecurity ~~susceptible~~Officer, toare ~~operational~~responsible ~~and~~for ~~information~~conducting ~~security~~a ~~risks~~regulatory ~~resulting~~risk ~~from~~assessment ~~breaches~~which inincludes ~~cyber~~cybersecurity ~~security~~threats. AMembers ~~breach~~of inCompany ~~cyber~~management ~~security~~possess ~~refers~~relevant toexperience ~~both~~in ~~intentional~~various ~~and~~disciplines ~~unintentional cyber events~~ that ~~may,~~are ~~among~~important ~~other~~to ~~things,~~effectively ~~cause~~managing ~~the~~cybersecurity ~~Company~~related torisks ~~lose~~including ~~proprietary~~Security ~~information~~Operations, ~~suffer~~Vulnerability ~~data~~Management, ~~corruption~~Network ~~and/or destruction or lose operational capacity~~Security, ~~result~~Application inand ~~the~~Cloud ~~unauthorized release or other misuse of confidential information~~Security, orand ~~otherwise~~cybersecurity ~~disrupt~~risk ~~normal business operations~~management. ~~Cyber~~Management ~~security~~of ~~breaches may involve unauthorized access to~~ the Company’s ~~digital~~and ~~information~~the ~~systems~~investment ~~(e.g.,~~manager ~~through~~maintain ~~“hacking”~~compliance orprograms ~~malicious~~which ~~software~~include ~~coding),~~policies ~~but~~and ~~may~~procedures ~~also~~that ~~result~~are ~~from~~reasonably ~~outside~~designed ~~attacks such as denial-of-service attacks (i.e., efforts~~ to ~~make~~address ~~network~~regulatory ~~services~~risks ~~unavailable~~related to ~~intended users)~~cybersecurity. InThe ~~addition,~~compliance ~~cyber~~programs ~~security~~include ~~breaches~~controls ~~involving the Company’s third party service providers (including but not limited~~ to ~~advisers,~~monitor ~~administrators,~~the ~~transfer agents~~prevention, ~~custodians~~detection, ~~distributors~~mitigation and ~~other~~remediation ~~third~~of ~~parties),~~cybersecurity ~~trading~~incidents ~~counterparties~~impacting ~~or issuers in which~~ the Company; ~~invests~~in ~~can~~addition ~~also subject the Company~~ to ~~many of~~ the ~~same~~

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