Stepstone Private Credit Fund 10-Q 2024 Q2 Quarterly report

0001950803 us-gaap:MidwestRegionMember 2024-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

For the transition period from

 

 

  

 

to

 

 

  

 

Commission file number

814-01624

StepStone Private Credit Fund LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	92-0758580
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
277 Park Avenue, 44th Floor New York, New York	10172
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212)

351-6100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 ☐

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

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

non-accelerated

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

12b-2

of the Exchange Act.

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

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. ☐

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

12b-2

of the Securities Exchange Act of 1934). Yes ☐ No ☒

As of July 31, 2024, the registrant had 24,338,941 shares of its limited liability company interests outstanding.

STEPSTONE PRIVATE CREDIT FUND LLC

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023	2
	Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2024 and for the period from April 3, 2023 (commencement of operations) to June 30, 2023	3
	Consolidated Statements of Changes in Net Assets (Unaudited) for the three and six months ended June 30, 2024 and for the period from April 3, 2023 (commencement of operations) to June 30, 2023	4
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2024 and for the period from April 3, 2023 (commencement of operations) to June 30, 2023	5
	Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)	6
	Consolidated Schedule of Investments as of December 31, 2023	23
	Notes to Consolidated Financial Statements (Unaudited)	34
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	73
Item 4.	Controls and Procedures	74
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	75
Item 1A.	Risk Factors	75
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76
SIGNATURES		77

PART I. FINANCIAL INFORMATION

StepStone Private Credit Fund LLC

Consolidated Statements of Assets and Liabilities

	June 30, 2024
	(Unaudited)			December 31, 2023
Assets
Investments in securities of unaffiliated issuers at fair value (cost $942,304,481 and $566,083,084, respectively)	$	941,329,435		$	565,360,825
Cash and cash equivalents		6,631,771			5,160,185
Restricted cash and restricted cash equivalents		12,036,207			13,763,611
Interest receivable		8,338,667			5,599,101
Receivable from Advisor		935,774			1,075,628
Due from Affiliate		764,178			85,005
Receivables for investments sold		610,809			27,672
Total assets	$	970,646,841		$	591,072,027
Liabilities
Lines of credit (net of unamortized debt issuance costs of $6,996,033 and $7,403,444, respectively)	$	390,674,502		$	240,967,091
Distributions payable		14,030,156			8,417,682
Interest payable		3,309,455			2,525,407
Tender offer payable		1,663,889			—
Management fee payable		1,277,204			776,015
Incentive fee payable		1,135,450			590,402
Directors’ fees payable		62,500			50,000
Due to affiliate		1,255			1,255
Payables for investments purchased		—			2,757,335
Accrued expenses		1,945,925			1,602,710
Total liabilities	$	414,100,336		$	257,687,897
Commitments and contingencies (Note 8); Recoupments (Note 3)
Net assets
Shares, no par value, un limited shares authorized, 21,520,505 and 12,950,280, respectively, shares issued and outstanding	$	556,938,028		$	333,712,935
Distributable earnings (accumulated loss)		(391,523	)		(328,805	)
Total net assets	$	556,546,505		$	333,384,130
Total liabilities and net assets	$	970,646,840		$	591,072,027
Net asset value per share	$	25.86		$	25.74

The accompanying notes are an integral part of these consolidated financial statements.

2

StepStone Private Credit Fund LLC

Consolidated Statements of Operations

(Unaudited)

				For the Period from
				April 3, 2023
				(commencement
	Three Months Ended			of operations) to		Six Months Ended
	June 30, 2024			June 30, 2023		June 30, 2024
Investment Income
Interest income on investments in securities of unaffiliated issuers	$	25,998,128		$	3,546,896	$	47,390,907
Payment in-kind interest		142,227			—		262,342
Total investment income	$	26,140,355		$	3,546,896	$	47,653,249
Expenses
Interest expense	$	8,200,297		$	1,603,075	$	15,731,759
Management fee		1,277,204			130,692		2,260,393
Income incentive fee		1,122,558			135,985		1,960,084
Capital gains-based incentive fee		(22,305	)		—		12,893
Organizational costs		—			1,296,462		—
Professional fees		391,568			—		729,148
Administration fee		385,420			40,824		681,874
Legal fees		140,746			—		808,484
Directors’ fees		50,000			50,000		100,000
Custody fees		22,566			—		51,220
Other expenses		532,780			303,433		955,815
Total expenses	$	12,100,834		$	3,560,471	$	23,291,670
Less expense (recoupment) support payments (to) by the Advisor (Note 3)	$	(164,211	)	$	1,560,028	$	(139,854	)
Waiver for management and incentive fees (Note 3)		—			266,677		—
Net expenses	$	12,265,045		$	1,733,766	$	23,431,524
Net investment income	$	13,875,310		$	1,813,130	$	24,221,725
Realized and unrealized gain (loss) allocated from investments in securities of unaffiliated issuers
Net realized gain (loss) from investments in securities of unaffiliated issuers	$	455,631		$	4,695	$	775,985
Net change in unrealized appreciation (depreciation) from investments in securities of unaffiliated issuers		(758,760	)		—		(252,787	)
Net gain (loss) from investments in securities of unaffiliated issuers	$	(303,129	)	$	4,695	$	523,198
Net Increase (Decrease) in Net Assets Resulting from Operations	$	13,572,181		$	1,817,825	$	24,744,923
Weighted average shares outstanding		19,676,923			2,183,311		17,445,626
Net investment income per share	$	0.71		$	0.83	$	1.39

The accompanying notes are an integral part of these consolidated financial statements.

3

StepStone Private Credit Fund LLC

Consolidated Statements of Changes in Net Assets

(Unaudited)

	Limited Liability Company Interests
							Total Distributable
	Number			Shares			Earnings			Total Net
	of Shares			Transactions			(Accumulated Loss)			Assets
Three Months Ended June 30, 2024
Balance, March 31, 2024		16,580,747		$	428,140,291		$	66,452		$	428,206,743
Net investment income		—			—			13,875,310			13,875,310
Net realized gain (loss) from investments in securites of unaffiliated issuers		—			—			455,631			455,631
Net change in unrealized depreciation from investments in securities of unaffiliated issuers		—			—			(758,760	)		(758,760	)
Distributions		—			—			(14,030,156	)		(14,030,156	)
Issuance of Shares		5,004,098			130,461,626			—			130,461,626
Repurchase of Shares		(64,340	)		(1,663,889	)		—			(1,663,889	)
Balance, June 30, 2024		21,520,505		$	556,938,028		$	(391,523	)	$	556,546,505
April 3, 2023 (commencement of operations) to June 30, 2023
Balance, April 3, 2023		400		$	10,000		$	—		$	10,000
Net investment income		—			—			1,813,130			1,813,130
Net realized gain (loss) from investments in securites of unaffiliated issuers		—			—			4,695			4,695
Issuance of Shares		2,875,701			72,300,000			—			72,300,000
Balance, June 30, 2023		2,876,101		$	72,310,000		$	1,817,825		$	74,127,825
Six Months Ended June 30, 2024
Balance, December 31, 2023		12,950,280		$	333,712,935		$	(328,805	)	$	333,384,130
Net investment income		—			—			24,221,725			24,221,725
Net realized gain (loss) from investments in securites of unaffiliated issuers		—			—			775,985			775,985
Net change in unrealized depreciation from investments in securities of unaffiliated issuers		—			—			(252,787	)		(252,787	)
Distributions		—			—			(24,807,641	)		(24,807,641	)
Issuance of Shares		8,634,565			224,888,982			—			224,888,982
Repurchase of Shares		(64,340	)		(1,663,889	)		—			(1,663,889	)
Balance, June 30, 2024		21,520,505		$	556,938,028		$	(391,523	)	$	556,546,505

The accompanying notes are an integral part of these consolidated financial statements.

4

StepStone Private Credit Fund LLC

Consolidated Statements of Cash Flows

(Unaudited)

				For the Period from
				April 3, 2023
				(commencement
	Six Months Ended			of operations) to
	June 30, 2024			June 30, 2023
Operating activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	24,744,923		$	1,817,825
Adjustments to reconcile net increase (decrease) in net assets to net cash provided by/(used in) operating activities:
Purchases of investments		(456,954,726	)		(198,754,261	)
Proceeds from sales, exits and repayments of investments		90,731,919			5,811,048
Payment-in-kind interest capitalized		(505,392	)		—
Accretion of original issue discount on investments		(917,213	)		(155,125	)
Amortization of debt issuance costs		632,411			(5,571	)
Net realized gain (loss) from investments in securities of unaffiliated issuers		(775,985	)		(4,695	)
Net change in unrealized depreciation (appreciation) from investments in securities of unaffiliated issuers		252,787			—
Changes in Assets and Liabilities:
(Increase)/decrease in interest receivable		(2,739,566	)		(1,348,540	)
(Increase)/decrease in receivable from Advisor		139,854			(257,995	)
(Increase)/decrease in due from Affiliate		(679,173	)		—
(Increase)/decrease in receivables for investments sold		(583,137	)		—
Increase/(decrease) in interest payable		784,048			1,140,520
Increase/(decrease) in management fee payable		501,189			—
Increase/(decrease) in incentive fee payable		545,048			—
Increase/(decrease) in directors’ fees payable		12,500			—
Increase/(decrease) in payables for investments purchased		(2,757,335	)		27,400,941
Increase/(decrease) in accrued expenses		343,215			340,830
Net cash provided by/(used in) operating activities	$	(347,224,633	)	$	(164,015,023	)
Financing activities
Proceeds from issuance of shares	$	210,887,898		$	72,300,000
Distributions, net of distributions payable		(5,194,083	)		—
Borrowings under lines of credit		411,500,000			100,771,706
Repayments to lines of credit		(270,000,000	)		(1,500,000	)
Debt issuance costs paid		(225,000	)		—
Net cash provided by/(used in) financing activities	$	346,968,815		$	171,571,706
Net increase/(decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents	$	(255,818	)	$	7,556,683
Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of the period		18,923,796			10,000
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of the period	$	18,667,978		$	7,566,683
Supplemental information and non-cash activities
Interest paid on lines of credit	$	14,315,300		$	462,555
Issuance of shares in connection with distribution reinvestment plan		14,001,084			—
Repurchase of shares through tender offer payable		1,663,889			—
Investments purchased through participation agreements		7,800,000			—
Borrowings incurred through participation agreements		7,800,000			—
Reconciliation to the Consolidated Statement of Assets and Liabilities
Cash and cash equivalents	$	6,631,771		$	7,566,683
Restricted cash and restricted cash equivalents		12,036,207			—
Total cash and cash equivalents and restricted cash and restricted cash equivalents	$	18,667,978		$	7,566,683

The accompanying notes are an integral part of these consolidated financial statements.

5

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest											Percentage
		Rate	Rate /			Maturity	Outstanding							of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value		Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured
Advertising
Finn Partners, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.65% / 1.00%		11.98	%	7/1/2026	$	1,680,010	$	1,668,707		$	1,673,730		0.30	%
Finn Partners, Inc. Second Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.65% / 1.00%		11.98	%	7/1/2026		3,257,261		3,235,143			3,245,032		0.58	%
									$	4,903,850		$	4,918,762		0.88	%
Aerospace & Defense
Heads Up Technologies, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.50% / 1.00%		10.98	%	8/10/2028	$	4,937,186	$	4,888,479		$	4,937,186		0.89	%
PPW Aero Buyer, Inc. 2024 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 1.00% / 1.00%		1.00	%	2/15/2029		525,000		492,994			492,994		0.09	%
PPW Aero Buyer, Inc. Term Loan (Whitcraft LLC )	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.50% / 1.00%		11.84	%	2/15/2029		4,962,312		4,962,312			4,952,871		0.89	%
									$	10,343,785		$	10,383,051		1.87	%
Air Freight & Logistics
AMEX Holding III Corp Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.65% / 1.00%		11.98 1.00	% / %	3/31/2028	$	211,189	$	209,744		$	194,400		0.03	%
AMEX Holding III Corp Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.65% / 1.00%		11.98 1.00	% / %	3/31/2028		4,749,718		4,717,670			4,372,115		0.79	%
Gulf Winds International Acquisition, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 7.60% / 1.00%		12.94	%	12/16/2028		4,949,749		4,945,757			4,799,382		0.86	%
Solairus Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.35% / 1.00%		10.53	%	7/23/2029		4,660,120		4,660,120			4,629,614		0.83	%
									$	14,533,291		$	13,995,511		2.51	%
Alternative Carriers
Meriplex Communications, Ltd. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.10% / 0.75%		10.44	%	7/17/2028	$	4,973,144	$	4,974,405		$	4,794,524		0.86	%
Application Software
Anaplan, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.75% / 0.75%		11.08	%	6/21/2029	$	5,000,000	$	4,978,178		$	4,996,769		0.90	%
Avetta, LLC Term Loan B	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.10	%	10/18/2030		2,033,865		2,024,971			2,029,135		0.36	%
BASYS LLC First Amendment Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.76% / 1.00%		10.10	%	12/9/2027		4,847,879		4,818,220			4,847,879		0.87	%
Echo Purchaser, Inc. Delayed Draw Term Loan (Exostar)	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00 3.50	% / %	11/19/2029		—		(165	)		—		0.00	%
Echo Purchaser, Inc. Term Loan (Exostar)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 0.75%		10.84 3.50	% / %	11/19/2029		645,900		639,294			640,024		0.11	%
GS Acquisitionco, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	5/25/2028		159,574		153,879			159,574		0.03	%
GS Acquisitionco, Inc. Seventh Suplemental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	5/25/2028		255,000		243,000			255,000		0.05	%
Legal Spend Holdings, LLC 2nd Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 0.75%		11.09	%	5/14/2029		256,798		256,798			256,798		0.05	%
Legitscript LLC Delayed Draw Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.75% / 0.75%		11.09	%	6/24/2029		100,281		98,931			100,078		0.02	%
Legitscript LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.75% / 0.75%		11.09	%	6/24/2029		3,910,202		3,859,352			3,902,291		0.70	%
NinjaTrader Group, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.90% / 1.50%		12.20	%	12/18/2026		3,608,290		3,583,525			3,595,540		0.65	%
Pacific Purchaser, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	10/2/2028		—		(3,223	)		—		0.00	%
Pacific Purchaser, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.31	%	10/2/2028		1,961,972		1,915,977			1,913,345		0.34	%
Pacific Purchaser, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	10/2/2028		—		(4,044	)		—		0.00	%
PDI TA Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 0.75%		0.50	%	2/3/2031		560,373		549,203			560,373		0.10	%
PDI TA Holdings, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.83	%	2/3/2031		4,666,667		4,622,949			4,628,791		0.83	%
PDI TA Holdings, Inc. Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 0.75%		0.50	%	2/3/2031		—		(5,286	)		—		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

6

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Application Software (continued)
PracticeTek Purchaser, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	8/30/2029		28,313		25,491			22,798			0.00	%
PracticeTek Purchaser, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.75% / 1.00%		11.09	%	8/30/2029		1,968,999		1,938,240			1,931,442			0.35	%
Spark Purchaser, Inc. Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	4/1/2030		—		(15,513	)		—			0.00	%
Spark Purchaser, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.00%		10.83	%	4/1/2031		5,175,389		5,075,453			5,077,933			0.91	%
Superjet Buyer, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	5/23/2030		—		(49,504	)		(49,504	)		-0.01	%
Superjet Buyer, LLC Initial Term Loan (EFI Productivity Software)	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.61% / 0.75%		10.96	%	12/30/2027		1,514,589		1,510,023			1,514,589			0.27	%
Superjet Buyer, LLC Third Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.84	%	5/23/2030		4,924,473		4,875,228			4,875,228			0.88	%
Synchronoss Technologies, Inc. Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 2.50%		10.93	%	6/28/2028		5,000,000		4,750,333			4,750,333			0.85	%
TCP Hawker Intermediate LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	8/28/2026		141,432		140,124			141,432			0.03	%
TCP Hawker Intermediate LLC Incremental Term Loan (First Lien) (TimeClock Plus)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.15% / 1.00%		11.48	%	8/28/2026		224,277		224,277			224,277			0.04	%
TCP Hawker Intermediate LLC Incremental Term Loan (TimeClock Plus)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.15% / 1.00%		11.48	%	8/28/2026		101,145		101,145			101,145			0.02	%
Trintech Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.84	%	7/25/2029		4,975,000		4,886,900			4,890,465			0.88	%
									$	51,193,756		$	51,365,735			9.23	%
Asset Management & Custody Banks
Cerity Partners Equity Holding LLC 2024 Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)	3M SOFR + 1.00% / 0.75%		1.00	%	7/30/2029	$	—	$	(16,663	)	$	(16,827	)		0.00	%
Cerity Partners Equity Holding LLC Initial Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 0.75%		0.50	%	7/28/2028		—		(41	)		(733	)		0.00	%
Cerity Partners Equity Holding LLC Initial Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	7/28/2028		—		(1,901	)		(1,923	)		0.00	%
Cerity Partners Equity Holding LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 1.00%		11.85	%	7/30/2029		4,682,801		4,682,801			4,682,801			0.84	%
Danforth Global, Inc. Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	12/21/2027		—		(2,618	)		(2,702	)		0.00	%
Danforth Global, Inc. First Amendment Additional Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 0.00%		10.60	%	12/9/2027		288,141		283,894			283,819			0.05	%
Danforth Global, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 1.00%		10.58	%	12/9/2027		455,500		448,798			448,668			0.08	%
Danforth Global, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 1.00%		10.58	%	12/21/2027		5,734,060		5,649,632			5,648,049			1.01	%
Danforth Global, Inc. Third Amendment Additional Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%	12/9/2027		—		(2,364	)		(2,400	)		0.00	%
Obra Capital, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.61% / 1.00%		12.95	%	6/21/2029		7,500,000		7,350,083			7,350,000			1.32	%
Petra Borrower, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)	3M SOFR + 1.00% / 1.00%		1.00	%	11/15/2030		—		(11,518	)		—			0.00	%
Petra Borrower, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.75% / 1.00%		11.09	%	11/15/2030		3,241,875		3,180,983			3,186,089			0.57	%
Petra Borrower, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 0.50% / 1.00%		0.50	%	11/15/2029		250,000		240,917			250,000			0.05	%
Wealth Enhancement Group, LLC 2021 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.83	%	10/4/2027		3,804,794		3,799,833			3,797,354			0.68	%
Wealth Enhancement Group, LLC December 2020 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.85	%	10/4/2027		1,157,063		1,157,063			1,154,800			0.21	%
Wealth Enhancement Group, LLC May 2022 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.73	%	10/4/2027		1,995,730		1,995,247			1,995,730			0.36	%
									$	28,754,146		$	28,772,725			5.17	%
Auto Parts & Equipment
ETE Intermediate II LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50% / 1.00%		0.50	%	5/29/2029	$	172,857	$	167,071		$	168,174			0.03	%

The accompanying notes are an integral part of these consolidated financial statements.

7

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Auto Parts & Equipment (continued)
ETE Intermediate II LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.50% / 1.00%		11.85	%	5/29/2029		1,944,643		1,896,598			1,906,009			0.34	%
M&D MidCo, Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.65% / 1.00%		11.00	%	8/31/2028		1,763,376		1,738,252			1,736,862			0.31	%
M&D MidCo, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.65% / 1.00%		10.97	%	8/31/2028		590,575		582,041			590,575			0.11	%
Premier Tires & Service Acquisition, LLC Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	5/17/2029		1,010,000		990,426			1,010,000			0.18	%
Premier Tires & Service Acquisition, LLC Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	5/17/2029		1,010,000		999,509			1,010,000			0.18	%
Premier Tires & Service Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.08	%	5/17/2029		4,950,000		4,950,000			4,950,000			0.89	%
Transgo, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 2.00%		11.34	%	12/29/2028		6,125,880		6,056,953			6,064,693			1.09	%
Transgo, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 2.00%		0.50	%	12/29/2028		—		(5,563	)		—			0.00	%
Truck-Lite Co., LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%	2/13/2031		—		(8,969	)		(9,637	)		0.00	%
Truck-Lite Co., LLC Initial Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 0.75%		0.50	%	2/13/2030		20,741		11,834			11,103			0.00	%
Truck-Lite Co., LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.75%		11.07	%	2/13/2031		5,741,167		5,670,071			5,651,816			1.02	%
									$	23,048,223		$	23,089,595			4.15	%
Automobile Manufacturers
JHCC Holdings LLC 2021-A Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.25% / 1.00%		10.58	%	9/9/2026	$	907,481	$	903,589		$	905,943			0.16	%
JHCC Holdings LLC 2024-A Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	9/9/2027		—		(7,624	)		(34	)		0.00	%
JHCC Holdings LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.25% / 1.00%		10.58	%	9/9/2026		4,055,019		4,046,610			4,048,149			0.73	%
									$	4,942,575		$	4,954,058			0.89	%
Building Products
AllMark Acquisition, LLC Initial Term Loan (AllMark Door)	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.50% / 1.00%		10.83	%	5/4/2028	$	4,949,495	$	4,916,405		$	4,891,312			0.88	%
Arch Cutting Tools Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.85% / 0.00%		10.18	%	4/1/2026		4,935,825		4,922,447			4,912,285			0.88	%
Hills Distribution, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	11/8/2029		—		(16	)		—			0.00	%
Hills Distribution, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	11/8/2029		—		(4,340	)		—			0.00	%
Hills Distribution, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 1.00%		11.33	%	11/8/2029		193,009		191,273			190,066			0.03	%
Hills Distribution, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 1.00%		11.33	%	11/8/2029		1,566,204		1,543,975			1,542,319			0.28	%
									$	11,569,744		$	11,535,982			2.07	%
Commodity Chemicals
Guy Chemical Company, LLC U.S. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.85% / 1.00%		10.19	%	11/9/2027	$	4,937,028	$	4,907,650		$	4,937,028			0.89	%
Construction & Engineering
Ambient Enterprises Holdco LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.75% / 1.00%		0.75	%	6/28/2030	$	755,777	$	740,860		$	755,777			0.13	%
Ambient Enterprises Holdco LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	12/7/2029		—		(14,221	)		—			0.00	%
Ambient Enterprises Holdco LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.34	%	6/28/2030		4,054,468		3,985,688			3,998,354			0.72	%
ATI Restoration, LLC Second Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 0.75%		1.00	%	7/31/2026		467,706		464,318			467,706			0.08	%
Best Roofing Services LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.33	%	4/2/2029		5,104,478		5,007,172			5,002,388			0.90	%
Best Roofing Services LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	4/2/2029		—		(17,032	)		—			0.00	%
Diverzify Intermediate LLC Second Amendment Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.86% / 1.00%		11.19	%	5/11/2027		489,656		486,887			489,656			0.09	%

The accompanying notes are an integral part of these consolidated financial statements.

8

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Construction & Engineering (continued)
Diverzify Intermediate LLC Second Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(11)	6M SOFR + 5.86% / 1.00%		11.21	%	5/11/2027		4,447,404		4,419,157			4,447,404			0.80	%
ESP Associates, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.60% / 1.00%		11.94	%	7/24/2028		4,816,588		4,745,004			4,704,730			0.85	%
G-A-I Consultants, Inc. First Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	10/7/2028		—		(33,179	)		(34,539	)		-0.01	%
G-A-I Consultants, Inc. First Amendment Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.60% / 1.00%		10.93	%	10/7/2028		2,960,526		2,910,634			2,908,717			0.52	%
G-A-I Consultants, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50% / 1.00%		0.50	%	10/7/2028		165,789		155,798			165,670			0.03	%
HP RSS Buyer, Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.00% / 0.75%		10.33	%	12/11/2029		681,964		679,741			681,866			0.12	%
HP RSS Buyer, Inc. General Purpose Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 0.75%		10.35	%	12/11/2029		438,870		435,630			438,807			0.08	%
HP RSS Buyer, Inc. Special Purpose Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 0.75%		10.33	%	12/11/2029		145,768		145,768			145,748			0.03	%
KENE Acquisition, Inc. Initial Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	2/7/2031		—		—			(109	)		0.00	%
KENE Acquisition, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.25% / 1.00%		10.58	%	2/7/2031		965,378		965,378			965,132			0.17	%
MKD Electric, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50% / 1.25%		0.50	%	5/31/2029		575,816		547,350			547,025			0.10	%
MKD Electric, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.25%		10.93	%	5/31/2029		6,060,461		5,940,320			5,939,251			1.07	%
OSR Opco LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.50%		1.00	%	3/15/2029		—		—			(12,567	)		0.00	%
OSR Opco LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.33	%	3/15/2029		5,320,000		5,255,280			5,257,010			0.94	%
OSR Opco LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	3/15/2029		—		(18,860	)		—			0.00	%
Puris LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.08	%	6/28/2031		8,451,656		8,324,885			8,324,881			1.50	%
PVI Holdings, Inc. Last Out Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.49% / 1.00%		11.82	%	1/18/2028		6,894,780		6,884,172			6,894,780			1.23	%
Valkyrie Buyer, LLC Delayed Draw Term Loan A	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%	5/6/2031		—		(4,129	)		(4,211	)		0.00	%
Valkyrie Buyer, LLC Delayed Draw Term Loan B	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%	5/6/2031		—		(5,505	)		(5,614	)		0.00	%
Valkyrie Buyer, LLC Delayed Draw Term Loan C	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%	5/6/2031		—		(13,419	)		(13,684	)		0.00	%
Valkyrie Buyer, LLC Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 0.75%		0.50	%	5/6/2030		—		(171	)		(1	)		0.00	%
Valkyrie Buyer, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.25% / 0.75%		10.58	%	5/1/2031		4,397,661		4,332,529			4,331,696			0.78	%
Vertex Service Partners, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 1.00% / 0.75%		1.00	%	11/8/2030		2,168,983		2,136,614			2,144,538			0.39	%
Vertex Service Partners, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 1.00% / 0.75%		1.00	%	11/8/2030		446,056		441,843			441,029			0.08	%
Vertex Service Partners, LLC Revolving Facility	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 0.50% / 0.75%		0.50	%	11/8/2030		58,140		52,559			56,559			0.01	%
Vertex Service Partners, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.50% / 0.75%		10.82	%	11/8/2030		1,565,843		1,543,994			1,546,218			0.28	%
Vertex Service Partners, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.50% / 0.75%		10.82	%	11/8/2030		325,410		321,317			321,332			0.06	%
									$	60,816,382		$	60,905,549			10.95	%
Construction Materials
Cube Industrials Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 0.75%		11.33	%	10/18/2030	$	1,724,992	$	1,713,071		$	1,716,693			0.31	%
Javelin Acquisition Vehicle, LLC Last Out Term Loan (Lindsay Precast)	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.79% / 1.00%		12.14	%	11/3/2026		1,742,070		1,742,070			1,738,368			0.31	%
Javelin Acquisition Vehicle, LLC Second Amendment Incremental Term Loan (Lindsay Precast)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.82% / 1.00%		12.14	%	11/3/2026		2,710,553		2,663,350			2,670,453			0.48	%
									$	6,118,491		$	6,125,514			1.10	%

The accompanying notes are an integral part of these consolidated financial statements.

9

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Consumer Electronics
GSM Acquisition Corp. Closing Date Term Loan (First Lien)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.11% / 1.00%		10.46	%	11/16/2026	$	5,969,072	$	5,969,072		$	5,966,035			1.07	%
Data Processing & Outsourced Services
Affinipay Midco, LLC Fifth Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 0.75%		10.84	%	6/9/2028	$	249,375	$	249,374		$	249,375			0.04	%
Penncomp, LLC Delayed Draw Term Loan A	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.50%		1.00	%	10/17/2028		482,540		453,684			472,648			0.09	%
Penncomp, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.60% / 1.50%		11.93	%	10/17/2028		2,567,897		2,516,045			2,530,059			0.45	%
									$	3,219,103		$	3,252,082			0.58	%
Distributors
RPM Purchaser, Inc. Delayed Draw Term Loan B	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 2.00%		1.00	%	9/11/2028	$	552,188	$	535,623		$	524,366			0.10	%
RPM Purchaser, Inc. Effective Date Term Loan B	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.36% / 2.00%		11.71	%	9/11/2028		3,899,107		3,817,801			3,747,808			0.67	%
									$	4,353,424		$	4,272,174			0.77	%
Diversified Chemicals
Opta Inc. 2024 Incremental Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.00% / 1.50%		0.00	%	11/9/2028	$	—	$	(32,060	)	$	—			0.00	%
Opta Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.86% / 1.50%		12.19	%	11/8/2028		6,965,000		6,898,211			6,902,230			1.24	%
V Global Holdings LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.90% / 0.75%		11.22	%	12/22/2027		4,949,495		4,932,313			4,740,292			0.85	%
									$	11,798,464		$	11,642,522			2.09	%
Diversified Support Services
Accent Building Materials Holdings LLC Term B Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	8/6/2029	$	417,857	$	391,096		$	417,857			0.08	%
Accent Building Materials Holdings LLC Term Loan B	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.60% / 1.00%		11.94	%	8/6/2029		3,928,571		3,823,295			3,869,438			0.70	%
AI Fire Buyer, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	3/22/2027		89,693		87,058			89,693			0.02	%
AI Fire Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		10.91	%	3/22/2027		155,665		153,363			153,454			0.03	%
AIDC IntermediateCo. 2, LLC Initial Term Loan (Peak Technologies)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.40% / 1.00%		11.72	%	7/22/2027		6,202,480		6,194,489			6,202,480			1.11	%
Centex Acquisition, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%	5/9/2029		—		(19,737	)		—			0.00	%
Centex Acquisition, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 1.00%		10.93	%	5/9/2029		3,985,184		3,907,845			3,905,480			0.70	%
Certified Collision Group Acquisition Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 1.00%		10.33	%	5/17/2027		2,087,137		2,061,921			2,053,537			0.37	%
CMG HoldCo, LLC Delayed Draw Loan (Crete Mechanical Group)	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	5/19/2028		79,427		75,494			79,427			0.01	%
FLS Holding, Inc. Term B Loan (FLS Transportation Services)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.40% / 1.00%		10.74	%	12/15/2028		4,949,749		4,897,163			4,731,096			0.85	%
FMG Suite Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.00% / 1.00%		10.40	%	10/30/2026		859,204		852,083			848,336			0.15	%
FMG Suite Holdings, LLC Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.38% / 1.00%		0.38	%	10/30/2026		—		(3,599	)		(5,531	)		0.00	%
FMG Suite Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.90	%	10/30/2026		3,696,983		3,670,714			3,650,221			0.66	%
Primeflight Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.83	%	5/1/2029		6,939,950		6,862,936			6,777,258			1.22	%
Visu-Sewer, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.00% / 1.00%		11.21	%	11/8/2029		4,975,000		4,918,512			4,919,040			0.88	%
									$	37,872,633		$	37,691,786			6.78	%
Education Services
Cambium Learning Group, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.60% / 0.75%		10.92	%	7/20/2028	$	5,943,994	$	5,892,730		$	5,943,994			1.07	%

The accompanying notes are an integral part of these consolidated financial statements.

10

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Electric Utilities
Central Moloney, LLC 2024-1 Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.75% / 1.00%		12.08	%	10/20/2028	$	6,039,875	$	5,930,085		$	5,924,212			1.06	%
Electrical Components & Equipment
Inventus Power, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00 %		0.50	%	6/30/2025	$	—	$	(5,998	)	$	(3,298	)		0.00	%
Inventus Power, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.61% / 1.00%		12.96	%	6/30/2025		3,108,127		3,055,437			3,052,341			0.55	%
Wildcat Buyerco, Inc. Incremental Delayed Draw Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00 %		1.00	%	2/26/2027		36,731		36,475			36,319			0.01	%
Wildcat Buyerco, Inc. Incremental Delayed Draw Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	2/26/2027		155,147		150,728			153,409			0.03	%
Wildcat Buyerco, Inc. Incremental Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.08	%	2/26/2027		243,895		242,188			243,254			0.04	%
Wildcat Buyerco, Inc. Incremental Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.08	%	2/26/2027		1,828,127		1,802,452			1,823,326			0.32	%
									$	5,281,281		$	5,305,351			0.95	%
Electronic Equipment & Instruments
Fortis Payment Systems, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.75% / 1.00%		11.18	%	2/13/2026	$	4,935,897	$	4,919,849		$	4,931,883			0.89	%
REE Holdings III Corp. Term Loan (Rees Scientific Corporation)	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.25% / 1.00%		10.59	%	11/4/2028		4,937,343		4,882,162			4,930,887			0.89	%
									$	9,802,011		$	9,862,770			1.78	%
Electronic Manufacturing Services
AEP Passion Intermediate Holdings, Inc. 2023 Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	10/5/2027	$	154,763	$	151,375		$	141,477			0.03	%
AEP Passion Intermediate Holdings, Inc. 2023 Incremental Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.75% / 1.00%		12.04	%	10/5/2027		2,597,297		2,572,484			2,577,576			0.46	%
									$	2,723,859		$	2,719,053			0.49	%
Environmental & Facilities Services
AVW WV Buyer, Inc. Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	3/17/2027	$	—	$	—		$	—			0.00	%
AVW WV Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.08	%	3/17/2027		7,442,035		7,409,350			7,409,353			1.33	%
Creative Multicare, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.00% / 1.00%		10.32	%	3/27/2030		4,987,500		4,927,379			4,925,811			0.89	%
HEF Safety Ultimate Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	11/19/2029		—		(4,854	)		—			0.00	%
HEF Safety Ultimate Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.08	%	11/19/2029		2,592,798		2,545,212			2,546,953			0.46	%
Hobbs & Associates, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.58	%	4/11/2029		2,068,819		2,071,487			2,068,819			0.37	%
Hobbs & Associates, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.58	%	4/11/2029		2,006,951		1,972,875			1,971,057			0.35	%
Hobbs & Associates, LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	4/11/2029		405,230		396,354			397,962			0.07	%
Hobbs & Associates, LLC Third Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 1.00%		10.33	%	4/11/2029		527,239		522,257			521,967			0.10	%
O6 Environmental, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 1.00%		11.48	%	6/30/2027		1,053,448		1,047,371			1,053,448			0.19	%
O6 Environmental, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 1.00%		11.48	%	6/30/2027		1,433,975		1,413,746			1,411,846			0.25	%
Rotolo Consultants, Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.21% / 1.00%		12.54	%	12/20/2026		3,160,190		3,102,306			3,139,796			0.56	%
									$	25,403,483		$	25,447,012			4.57	%
Food Distributors
Costanzo’s Bakery, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	6/18/2027	$	143,578	$	139,866		$	143,070			0.03	%
Costanzo’s Bakery, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 1.00%		10.58	%	6/18/2027		2,977,166		2,941,350			2,881,691			0.52	%

The accompanying notes are an integral part of these consolidated financial statements.

11

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Food Distributors (continued)
Rushmore Investment III LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.57	%	10/18/2030		8,229,375		8,147,333			8,147,081			1.46	%
									$	11,228,549		$	11,171,842			2.01	%
Health Care Distributors
HEC Purchaser Corp. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)	3M SOFR + 0.50% / 1.00%		0.50	%	6/17/2029	$	78,125	$	66,462		$	66,406			0.01	%
HEC Purchaser Corp. Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.00%		10.84	%	6/17/2029		6,718,750		6,618,332			6,617,969			1.19	%
									$	6,684,794		$	6,684,375			1.20	%
Health Care Equipment
Artivion, Inc. Closing Date Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.50% / 2.00%		11.83	%	1/18/2030	$	1,059,457	$	1,057,183		$	1,059,457			0.19	%
Artivion, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 2.00%		1.00	%	1/18/2030		—		(184	)		—			0.00	%
Blades Buyer, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.10% / 1.00%		10.43	%	3/28/2028		4,949,495		4,932,919			4,949,495			0.89	%
Life Science Intermediate Holdings, LLC Delayed Draw Dollar Term Loan D	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.60% / 1.00%		11.94	%	6/10/2027		4,961,396		4,961,396			4,950,978			0.89	%
Medical Device Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.60% / 1.00%		11.93	%	7/11/2029		4,411,111		4,324,586			4,342,739			0.78	%
Medical Device Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%	7/11/2029		—		—			(12,496	)		0.00	%
Pediatric Home Respiratory Services, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 6.50% / 1.00%		11.78	%	12/4/2025		4,975,011		4,900,976			4,953,934			0.89	%
Pediatric Home Respiratory Services, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 6.50% / 1.00%		11.78	%	12/4/2025		1,119,313		1,108,691			1,114,571			0.20	%
SunMed Group Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.60% / 0.75%		10.93	%	6/16/2028		4,949,109		4,844,501			4,914,575			0.88	%
									$	26,130,068		$	26,273,253			4.72	%
Health Care Facilities
Community Care Partners, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.11% / 1.00%		11.46	%	6/10/2026	$	1,982,530	$	1,976,084		$	1,893,316			0.34	%
Community Care Partners, LLC Delayed Draw Term B Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	1M SOFR + 1.00% / 1.00%		1.00	%	6/10/2026		—		(1,010	)		(13,406	)		0.00	%
IPC Pain Acquisition, LLC Delayed Draw Tem Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	5/19/2027		2,687,783		2,655,084			2,687,783			0.48	%
SDG Mgmt Company, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 0.75%		1.00	%	7/3/2028		531,247		527,692			523,120			0.10	%
SDG Mgmt Company, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 0.75%		10.90	%	7/3/2028		1,568,989		1,549,928			1,568,989			0.28	%
									$	6,707,778		$	6,659,802			1.20	%
Health Care Services
Beacon Oral Specialists Management LLC Sixth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	12/14/2026	$	—	$	(30,631	)	$	—			0.00	%
CCHN Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 0.75%		10.59	%	4/1/2030		5,984,043		5,868,317			5,984,043			1.08	%
CVAUSA Management, LLC Primary Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	5/22/2029		—		(10,989	)		—			0.00	%
CVAUSA Management, LLC Secondary Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	5/22/2029		—		(6,685	)		—			0.00	%
CVAUSA Management, LLC Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.00% / 1.00%		0.00	%	5/22/2029		1,970,020		1,957,739			1,965,318			0.35	%
DermCare Management, LLC Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%	4/21/2028		2,003,200		1,925,559			1,923,200			0.35	%
Elevate HD Parent, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.10% / 1.00%		11.44	%	8/20/2029		4,962,500		4,874,162			4,860,228			0.87	%
Fort B.V. 2024 Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 6.00% / 0.00%		11.18	%	5/3/2029		6,000,000		5,942,851			5,925,110			1.06	%
Gen4 Dental Partners OPCO, LLC Closing Date Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%	5/13/2030		—		(9,295	)		(9,524	)		0.00	%
Gen4 Dental Partners OPCO, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.00%		10.82	%	5/13/2030		5,714,286		5,659,161			5,657,143			1.02	%

The accompanying notes are an integral part of these consolidated financial statements.

12

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Health Care Services (continued)
Gen4 Dental Partners OPCO, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		5/13/2030		—		(3,725	)		(3,810	)		0.00	%
GI MSO, Inc. Second Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.35% / 1.00%		11.68	%		6/5/2025		4,949,622		4,930,026			4,933,932			0.89	%
Hanger, Inc. Amendment No. 2 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.25% / 1.00%		11.59	%		10/3/2028		1,156,453		1,128,979			1,142,448			0.21	%
Hanger, Inc. Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 1.00%		11.59	%		10/3/2028		618,893		603,867			618,893			0.11	%
Home Care Assistance, LLC Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.10% / 1.00%		10.43	%		3/30/2027		3,009,623		2,990,381			2,913,738			0.52	%
Houseworks Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		12/15/2028		—		—			(17,500	)		0.00	%
Houseworks Holdings, LLC Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		12/15/2028		—		(24,959	)		(25,541	)		0.00	%
Houseworks Holdings, LLC Fourth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 1.00%		10.55	%		12/15/2028		4,945,866		4,847,609			4,846,949			0.87	%
Houseworks Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.65% / 1.00%		12.00	%		12/15/2028		2,481,250		2,368,504			2,404,331			0.43	%
MB2 Dental Solutions, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.75%		11.33	%		2/13/2031		4,301,506		4,261,462			4,269,383			0.77	%
MB2 Dental Solutions, LLC Revolving Commitment	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		2/13/2031		65,700		62,866			65,700			0.01	%
MB2 Dental Solutions, LLC Tranche 1 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%		2/13/2031		—		—			—			0.00	%
MB2 Dental Solutions, LLC Tranche 2 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%		2/13/2031		—		—			—			0.00	%
Medina Health, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		10/20/2028		—		(7,249	)		(7,209	)		0.00	%
Medina Health, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.59	%		10/20/2028		3,082,887		3,025,614			3,026,374			0.54	%
Medrina, LLC Initial Delayed Draw Term Loan Facility	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		10/20/2029		—		(8,314	)		—			0.00	%
Medrina, LLC Initial Term Loan Facility	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 1.00%		11.55	%		10/20/2029		3,704,787		3,618,510			3,684,809			0.66	%
Medrina, LLC Revolving Facility	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		10/20/2029		—		(11,819	)		—			0.00	%
NORA Acquisition, LLC Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		8/31/2029		—		(8,910	)		—			0.00	%
NORA Acquisition, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.35% / 1.00%		11.69	%		8/31/2029		3,087,294		3,013,830			3,019,443			0.54	%
North Haven USHC Acquisition, Inc. Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		10/30/2025		338,155		336,196			338,155			0.06	%
North Haven USHC Acquisition, Inc. Fourth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.35% / 1.00%		11.67	%		10/30/2025		2,699,996		2,680,399			2,683,756			0.48	%
OIA Acquisition, LLC Effective Date Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.35% / 1.00%		10.57	%		10/19/2027		4,936,709		4,906,505			4,936,709			0.89	%
Premise Health Holding Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.76	%		3/3/2031		1,546,647		1,535,502			1,544,107			0.28	%
RCP TCT, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	1M SOFR + 5.01% / 1.00%		10.34	%		12/31/2027		4,441,367		4,415,136			4,420,727			0.79	%
Salt Dental Collective, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.85% / 1.00%		12.19	%		2/15/2028		4,968,750		4,925,971			4,897,624			0.88	%
TheKey, LLC Tranche B-1 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.10% / 1.00%		10.43	%		3/30/2027		1,849,216		1,838,488			1,781,037			0.32	%
TheKey, LLC Tranche B-1 Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.10% / 1.00%		10.43	%		3/30/2027		90,737		90,210			87,391			0.02	%
TVG Shelby Buyer, Inc. Amendment No. 6 Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		3/27/2028		—		(12,315	)		(12,500	)		0.00	%
TVG Shelby Buyer, Inc. Amendment No. 6 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 0.00% / 1.00%		0.00	%		3/27/2028		2,500,000		2,462,565			2,462,500			0.44	%
TVG Shelby Buyer, Inc. Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		3/27/2028		—		(3,691	)		(3,750	)		0.00	%
US Fertility Enterprises, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.68% / 1.00%		11.85	%		12/21/2027		4,936,709		4,907,072			4,909,917			0.88	%

The accompanying notes are an integral part of these consolidated financial statements.

13

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Health Care Services (continued)
Vital Care Buyer, LLC Revolving Loan (2024)	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		3/20/2029		—		(5,662	)		(5,953	)		0.00	%
Vital Care Buyer, LLC Third Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.08	%		3/20/2030		7,237,674		7,182,033			7,179,773			1.29	%
										$	92,215,270		$	92,396,951			16.61	%
Health Care Technology
Bobcat Purchaser, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 4.75% / 0.75%		10.09	%		6/14/2030	$	472,619	$	462,442		$	472,619			0.09	%
Bobcat Purchaser, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 4.75% / 0.75%		10.09	%		6/14/2030		1,512,381		1,479,785			1,502,170			0.27	%
Medical Technology Solutions, LLC Delayed Draw C Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40% / 1.00%		11.73	%		4/27/2026		1,301,439		1,276,955			1,301,439			0.23	%
Medical Technology Solutions, LLC Delayed Draw D Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%		4/27/2026		—		(3,060	)		—			0.00	%
Medical Technology Solutions, LLC Sixth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40% / 1.00%		11.73	%		4/27/2026		1,418,183		1,391,962			1,399,245			0.25	%
										$	4,608,084		$	4,675,473			0.84	%
Heavy Electrical Equipment
Faraday Buyer, LLC Delayed Draw Term Loan (MacLean Power Systems)	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		10/11/2028	$	—	$	(807	)	$	—			0.00	%
Faraday Buyer, LLC First Amendment Term Loan (MacLean Power Systems)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 1.00%		11.33	%		10/11/2028		583,657		574,958			577,767			0.10	%
										$	574,151		$	577,767			0.10	%
Highways & Railtracks
R1 Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 1.00%		11.59	%		12/29/2028	$	4,949,749	$	4,907,205		$	4,865,201			0.87	%
Hotels, Resorts & Cruise Lines
Pyramid Management Advisors, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.00% / 1.25%		12.33	%		1/19/2028	$	4,949,875	$	4,906,457		$	4,949,875			0.89	%
Household Appliances
Evriholder Acquisition, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.90% / 1.50%		12.23	%		1/24/2028	$	3,947,741	$	3,903,087		$	3,898,420			0.70	%
WF Enterprises, Inc. Term Loan A	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.35% / 1.00%		9.57	%		11/9/2027		4,578,187		4,551,050			4,558,964			0.82	%
										$	8,454,137		$	8,457,384			1.52	%
Housewares & Specialties
AXIS PORTABLE AIR LLC Fifth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.90% / 1.00%		11.23	%		3/22/2028	$	3,628,480	$	3,595,854		$	3,553,082			0.64	%
Axis Portable Air, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.90% / 1.00%		11.23	%		3/22/2028		877,167		869,050			873,100			0.16	%
										$	4,464,904		$	4,426,182			0.80	%
Human Resource & Employment Services
Accurate Background, LLC Fourth Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.43% / 1.00%		11.76	%		3/26/2027	$	8,000,000	$	7,840,801		$	7,840,000			1.41	%
Zenith American Holding, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.15% / 0.75%		10.48	%		12/13/2024		4,918,006		4,915,165			4,918,006			0.88	%
										$	12,755,966		$	12,758,006			2.29	%
Industrial Machinery
Astro Acquisition, LLC 2024 Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.50% / 1.00%		10.83	%		12/13/2027	$	7,980,000	$	7,904,526		$	7,824,360			1.41	%
ISG Enterprises, LLC Delayed Draw Term Loan (2023)	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		12/7/2028		5,696,712		5,613,537			5,638,190			1.01	%
Orion Group HoldCo, LLC Term Loan (Astra Services Partners)	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.00% / 1.00%		11.56	%		3/19/2027		4,426,953		4,404,969			4,412,588			0.79	%
P.T. International LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.60% / 1.00%		9.93	%		6/30/2027		4,962,121		4,935,815			4,953,127			0.89	%
Sonny’s Enterprises, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		8/5/2028		561,630		550,247			540,087			0.10	%

The accompanying notes are an integral part of these consolidated financial statements.

14

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Industrial Machinery (continued)
Sonny’s Enterprises, LLC Restatement Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.40% / 1.00%		10.73	%		8/5/2028		4,058,315		4,008,676			3,960,915			0.71	%
Tank Holding Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.85% / 0.75%		11.19	%		3/31/2028		4,949,495		4,883,534			4,927,429			0.89	%
										$	32,301,304		$	32,256,696			5.80	%
Insurance Brokers
Alera Group, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		10/2/2028	$	108,496	$	89,773		$	89,139			0.02	%
Galway Borrower LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.35% / 0.75%		10.68	%		9/29/2028		4,974,453		4,974,453			4,974,453			0.89	%
Galway Borrower LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		9/29/2028		—		—			—			0.00	%
High Street Buyer, Inc. 2024 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		4/14/2028		—		—			—			0.00	%
Inszone Mid, LLC A&R Delayed Draw Term Loan Facility	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		11/30/2029		266,705		265,729			266,705			0.05	%
Inszone Mid, LLC A&R Term Loan Facility	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.01	%		11/30/2029		747,454		747,454			747,454			0.13	%
Integrity Marketing Acquisition, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 0.75%		11.50	%		8/27/2026		4,974,875		4,974,875			4,938,659			0.89	%
Integrity Marketing Acquisition, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.02% / 0.75%		11.37	%		8/27/2026		2,862,324		2,836,489			2,841,487			0.51	%
Keystone Agency Partners LLC Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.65% / 1.00%		10.98	%		5/3/2027		2,977,111		2,952,204			2,977,111			0.53	%
Oakbridge Insurance Agency LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		11/1/2029		—		(35	)		—			0.00	%
Oakbridge Insurance Agency LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 0.75%		10.83	%		11/1/2029		452,861		449,662			450,276			0.08	%
Peter C. Foy & Associates Insurance Services, LLC Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.50% / 0.75%		11.84	%		11/1/2028		2,481,250		2,433,550			2,432,512			0.44	%
Peter C. Foy & Associates Insurance Services, LLC Tranche E Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		11/1/2028		908,875		878,287			892,375			0.16	%
Worldwide Insurance Network, LLC DDTL	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		5/28/2030		—		(9,874	)		(9,972	)		0.00	%
Worldwide Insurance Network, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 0.75%		10.34	%		5/28/2030		2,505,682		2,481,001			2,480,625			0.45	%
										$	23,073,568		$	23,080,824			4.15	%
Interactive Home Entertainment
Five Star Buyer, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.15% / 1.50%		12.50	%		2/23/2028	$	55,696	$	54,267		$	53,864			0.01	%
Track Branson Opco, LLC, The Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.50%		0.50	%		2/23/2028		—		(5,793	)		(1,327	)		0.00	%
Track Branson OpCo, LLC, The Term Loan A	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 7.10% / 1.50%		12.44	%		2/23/2028		1,614,919		1,576,010			1,560,012			0.28	%
										$	1,624,484		$	1,612,549			0.29	%
Investment Banking & Brokerage
Cherry Bekaert Advisory LLC Amendment No. 1 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%		6/30/2028	$	—	$	(16,054	)	$	—			0.00	%
Cherry Bekaert Advisory LLC Amendment No. 1 Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.84	%		6/30/2028		2,173,471		2,148,216			2,148,808			0.39	%
DOXA Insurance Holdings LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		12/20/2030		377,408		375,593			377,408			0.07	%
DOXA Insurance Holdings LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 0.75%		10.84	%		12/20/2030		499,089		499,089			499,089			0.09	%
										$	3,006,844		$	3,025,305			0.55	%
IT Consulting & Other Services
ACP Avenu Buyer, LLC Delayed TL	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		10/2/2029	$	274,107	$	263,544		$	274,107			0.05	%
ACP Avenu Buyer, LLC Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		10/2/2029		32,813		26,565			27,084			0.01	%
ACP Avenu Buyer, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 1.00%		10.55	%		10/2/2029		1,553,519		1,517,504			1,520,293			0.27	%

The accompanying notes are an integral part of these consolidated financial statements.

15

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
IT Consulting & Other Services (continued)
Alta Buyer, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.53% / 1.00%		10.86	%		12/21/2027		1,114,207		1,099,927			1,114,207			0.20	%
Alta Buyer, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.53% / 1.00%		10.86	%		12/21/2027		3,781,211		3,733,639			3,737,043			0.67	%
Aptean Acquiror Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		1/30/2031		41,439		37,268			41,439			0.01	%
Aptean Acquiror Inc. Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		1/30/2031		—		(4,112	)		—			0.00	%
Aptean Acquiror Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.25% / 0.75%		10.59	%		1/30/2031		4,711,640		4,667,722			4,672,193			0.84	%
BCM One, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.60% / 1.00%		9.94	%		11/17/2027		4,786,527		4,764,694			4,786,527			0.86	%
By Light Professional IT Services LLC Existing Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.03% / 1.00%		12.37	%		5/16/2025		1,902,778		1,899,835			1,902,778			0.34	%
Enverus Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		12/24/2029		—		(5,586	)		—			0.00	%
Enverus Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%		12/24/2029		—		(1,846	)		—			0.00	%
Enverus Holdings, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.84	%		12/24/2029		5,314,865		5,242,387			5,250,340			0.95	%
Guidepoint Security Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		10/2/2029		—		—			—			0.00	%
Guidepoint Security Holdings, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 1.00%		11.33	%		10/2/2029		301,104		301,104			301,104			0.05	%
IG Investments Holdings, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.10% / 0.75%		11.43	%		9/22/2028		5,969,309		5,969,309			5,969,309			1.07	%
Improving Holdco, Inc. Term Loan (Improving Enterprises)	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.60% / 1.00%		11.94	%		7/26/2027		3,456,250		3,374,531			3,365,758			0.61	%
Lighthouse Technologies Holding Corp. First Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.15% / 1.00%		10.48	%		4/30/2025		175,839		175,480			175,839			0.03	%
Lighthouse Technologies Holding Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.15% / 1.00%		10.48	%		4/30/2025		4,967,789		4,957,635			4,967,789			0.89	%
Lighthouse Technologies Holding Corp. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		4/30/2025		—		(1,802	)		—			0.00	%
Rural Sourcing Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 1.00%		11.59	%		6/15/2029		351,120		341,794			348,138			0.06	%
Rural Sourcing Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		6/15/2029		—		(6,441	)		(1,610	)		0.00	%
Rural Sourcing Holdings, Inc. Tranche B Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.75% / 1.00%		11.01	%		6/15/2029		1,568,160		1,528,198			1,527,859			0.27	%
Upstack Holdco Inc. 2023 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 2.00%		1.00	%		8/20/2027		837,508		810,721			828,788			0.15	%
Upstack Holdco Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.00% / 2.00%		13.50	%		8/20/2027		962,172		951,018			954,531			0.17	%
Upstack Holdco Inc. Term B Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.00% / 2.00%		13.50	%		8/20/2027		1,973,053		1,944,362			1,957,382			0.35	%
VRC Companies, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.76% / 1.00%		11.09	%		6/29/2027		5,943,926		5,907,109			5,943,926			1.07	%
VRC Companies, LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.75% / 1.00%		0.75	%		6/29/2027		712,783		703,916			712,783			0.13	%
										$	50,198,475		$	50,377,607			9.05	%
Leisure Facilities
Concert Golf Partners Holdco LLC Initial Term Loan (2022)	(1)(2)(3)(4)(5)(7)(10)	6M SOFR + 4.85% / 0.75%		10.23	%		4/1/2030	$	4,949,495	$	4,949,495		$	4,870,639			0.88	%
Excel Fitness Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		4/27/2029		1,333,333		1,282,696			1,333,333			0.24	%
Excel Fitness Holdings, Inc. Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		4/27/2029		—		—			—			0.00	%
Excel Fitness Holdings, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.83	%		4/27/2029		3,316,667		3,244,589			3,310,544			0.59	%
PF Growth Partners, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.16% / 1.00%		10.48	%		7/11/2025		4,947,917		4,937,187			4,942,687			0.89	%
										$	14,413,967		$	14,457,203			2.60	%

The accompanying notes are an integral part of these consolidated financial statements.

16

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Leisure Products
BCI Burke Holding Corp. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.76% / 1.00%		11.10	%		12/14/2027	$	1,335,379	$	1,327,868		$	1,333,625			0.24	%
KSKI Holdings 2, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	6M SOFR + 7.25% / 1.25%		12.51	%		6/30/2028		4,962,500		4,836,832			4,695,650			0.84	%
Painful Pleasures, LLC Term Loan fka Artifex	(1)(2)(3)(4)(5)(7)(11)	1M SOFR + 5.50% / 1.00%		10.96	%		8/31/2026		1,204,473		1,203,214			1,204,473			0.22	%
Painful Pleasures, LLC Third Incremental Term Loan	(1)(2)(3)(4)(5)(7)(11)	1M SOFR + 5.61% / 1.00%		10.96	%		8/31/2026		3,738,077		3,721,140			3,735,006			0.67	%
										$	11,089,054		$	10,968,754			1.97	%
Life Sciences Tools & Services
KL Charlie Acquisition Company Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.85% / 1.00%		12.18	%		12/30/2026	$	2,614,859	$	2,603,010		$	2,614,859			0.47	%
KL Charlie Acquisition Company Fourth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.85% / 1.00%		12.18	%		12/30/2026		1,955,992		1,930,269			1,931,436			0.35	%
KL Moon Acquisition, LLC 2024 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.33	%		2/1/2029		649,609		631,620			633,725			0.11	%
KL Moon Acquisition, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.33	%		2/1/2029		1,628,748		1,606,708			1,605,730			0.29	%
KL Moon Acquisition, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		2/1/2029		349,287		349,298			349,287			0.06	%
RN Enterprises, LLC Seventh Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.50% / 1.00%		10.95	%		12/23/2025		5,060,901		5,035,888			5,012,273			0.90	%
										$	12,156,793		$	12,147,310			2.18	%
Metal & Glass Containers
Keg Logistics LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.90% / 1.00%		12.24	%		11/23/2027	$	4,455,323	$	4,394,196		$	4,403,684			0.79	%
Movies & Entertainment
Broadcast Music, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.75%		11.07	%		2/8/2030	$	1,580,003	$	1,573,669		$	1,573,209			0.28	%
Office Services & Supplies
Ergotron Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 5.85% / 0.75%		11.20	%		7/6/2028	$	4,949,622	$	4,949,622		$	4,949,622			0.89	%
Forward Solutions, LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.00% / 1.00%		0.00	%		12/15/2026		—		(44,594	)		(46,117	)		-0.01	%
Forward Solutions, LLC Third Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.85% / 1.00%		11.19	%		12/15/2026		660,308		647,554			647,102			0.12	%
										$	5,552,582		$	5,550,607			1.00	%
Oil & Gas Equipment & Services
Jones Industrial Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 8.60% / 2.00%		13.94	%		7/31/2028	$	927,083	$	905,444		$	924,302			0.16	%
Jones Industrial Holdings, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 8.60% / 2.00%		13.94	%		7/31/2028		3,900,000		3,833,421			3,818,100			0.69	%
										$	4,738,865		$	4,742,402			0.85	%
Other Diversified Financial Services
Citrin Cooperman Advisors LLC 2022-2 Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.10% / 0.75%		10.40	%		10/1/2027	$	1,134,432	$	1,126,083		$	1,123,088			0.20	%
Citrin Cooperman Advisors LLC 2022-2 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(10)	6M SOFR + 5.00% / 0.75%		10.30	%		10/1/2027		3,821,172		3,746,177			3,776,855			0.68	%
Convera International Financial S.a r.l. Incremental Term Loan	(1)(3)(4)(5)(7)(9)(10)	3M SOFR + 6.15% / 0.75%		11.48	%		3/1/2028		2,970,000		2,915,722			2,917,403			0.53	%
Lido Advisors, LLC Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		6/15/2027		633,170		619,819			615,998			0.11	%
										$	8,407,801		$	8,433,344			1.52	%
Packaged Foods & Meats
Chef Merito, LLC Delayed Draw Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		7/15/2028	$	426,322	$	416,808		$	426,322			0.08	%
Chef Merito, LLC Delayed Draw Term Loan B	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		7/15/2028		426,322		416,808			426,322			0.08	%
Chef Merito, LLC Delayed Draw Term Loan C	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		7/15/2028		—		(7,594	)		—			0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

17

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Packaged Foods & Meats (continued)
Chef Merito, LLC First Amendment Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40 % /  1.00 %		11.72	%		7/15/2028		2,571,227		2,514,076			2,509,296			0.45	%
Chef Merito, LLC Second Amendment Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.90 % / 1.00 %		11.23	%		7/15/2028		1,141,552		1,118,750			1,118,750			0.20	%
Demakes Borrower, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		12/12/2029		—		—			—			0.00	%
Demakes Borrower, LLC Term B Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25 % / 0.75 %		11.55	%		12/12/2029		346,367		346,292			346,367			0.06	%
Gastronome Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.15 % / 1.00 %		10.48	%		11/18/2027		4,729,986		4,702,505			4,716,080			0.85	%
Huron Bidco, INC. Incremental Term Loan B1 (KNPC Holdco)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.85 % / 1.00 %		12.03 1.00	% / %		10/22/2029		740,761		731,976			733,232			0.13	%
KNPC Holdco, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60 % / 1.00 %		10.78 1.00	% / %		10/22/2029		4,913,831		4,853,514			4,861,900			0.87	%
Nellson Nutraceutical, LLC Term A-1 Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.90 % / 1.00 %		11.20	%		12/23/2025		4,959,266		4,928,058			4,780,477			0.86	%
Patriot Foods Buyer, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.00 % / 0.00 %		11.33	%		12/24/2029		4,975,000		4,916,828			4,929,549			0.89	%
Signature Brands, LLC Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	1M SOFR + 1.00 % / 1.75 %		1.00 3.00	% / %		5/4/2028		4,541,163		4,476,100			4,338,796			0.78	%
Signature Brands, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.76 % / 1.75 %		12.10	%		5/4/2028		259,007		255,937			255,937			0.04	%
ZB Holdco LLC 2023-1 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00 % / 1.00 %		1.00	%		2/9/2028		167,557		164,081			167,557			0.03	%
ZB Holdco LLC 2023-1 Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.65 % / 1.00 %		10.98	%		2/9/2028		155,031		152,116			153,131			0.03	%
										$	29,986,255		$	29,763,716			5.35	%
Paper Packaging
Arctic Holdco, LLC Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.10 % / 1.00 %		11.43	%		12/23/2026	$	5,558,199	$	5,558,199		$	5,558,199			1.00	%
Arctic Holdco, LLC Initial Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50 % / 1.00 %		0.50	%		12/23/2026		257,470		257,470			257,470			0.04	%
Innopak Industries, Inc. Fourth Amendment Term Loan Part 1	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.35 % / 1.50 %		11.68	%		3/5/2027		2,729,375		2,671,808			2,674,295			0.48	%
Innopak Industries, Inc. Fourth Amendment Term Loan Part 2	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 6.35 % / 1.50 %		11.68	%		3/5/2027		2,233,125		2,185,989			2,213,769			0.40	%
										$	10,673,466		$	10,703,733			1.92	%
Personal Products
Kinetic Purchaser, LLC - Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.15 % / 1.00%		11.46	%		11/10/2027	$	2,019,299	$	1,955,937		$	1,922,725			0.34	%
Loving Tan Intermediate II Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.00% / 1.00 %		12.34	%		5/31/2028		2,741,200		2,674,413			2,671,068			0.48	%
Loving Tan Intermediate II Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50 % / 1.00%		0.50	%		5/31/2028		171,111		163,641			167,988			0.03	%
Phoenix YW Buyer, Inc. Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		5/31/2030		—		(16,843	)		(17,045	)		0.00	%
Phoenix YW Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.60	%		5/31/2030		8,863,636		8,731,745			8,730,682			1.57	%
RoC Holdco LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.75%		11.31	%		2/21/2031		4,257,330		4,217,455			4,215,574			0.76	%
RoC Holdco LLC Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		2/21/2030		—		(6,922	)		(4,447	)		0.00	%
										$	17,719,426		$	17,686,545			3.18	%
Pharmaceuticals
Bamboo US BidCo LLC Initial Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00 3.75	% / %		9/30/2030	$	20,504	$	20,299		$	20,504			0.00	%
Bamboo US BidCo LLC Initial Dollar Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 1.00%		11.33 3.75	% / %		9/30/2030		697,904		690,891			694,382			0.13	%
Pet FLavor, LLC Term A Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.00% / 1.00%		11.33	%		12/15/2026		4,968,783		4,942,875			4,901,208			0.88	%
Sequon, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.51% / 1.00%		11.85	%		12/29/2026		4,938,118		4,913,782			4,893,473			0.88	%
										$	10,567,847		$	10,509,567			1.89	%

The accompanying notes are an integral part of these consolidated financial statements.

18

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Real Estate Development
Discovery SL Management, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.09	%		3/18/2030	$	1,745,625	$	1,733,406		$	1,729,169			0.31	%
Discovery SL Management, LLC Delayed Draw Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.09	%		3/18/2030		291,878		289,904			291,878			0.05	%
Discovery SL Management, LLC Delayed Draw Term Loan B	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		3/18/2030		—		(1,215	)		—			0.00	%
Discovery SL Management, LLC Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		3/18/2030		—		(1,635	)		—			0.00	%
Liberty Purchaser, LLC Revolving Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		11/22/2028		—		—			—			0.00	%
										$	2,020,460		$	2,021,047			0.36	%
Real Estate Operating Companies
Associations, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		7/3/2028	$	—	$	(408	)	$	(434	)		0.00	%
Associations, Inc. Special Purpose Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.00% / 1.00%		0.00	%		7/2/2028		—		(521	)		(542	)		0.00	%
Associations, Inc. Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.76% / 0.00%		12.09 2.50	% / %		7/2/2028		7,006,767		6,969,001			6,973,817			1.25	%
										$	6,968,072		$	6,972,841			1.25	%
Real Estate Services
BBG, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	1M SOFR + 12.19% / 1.00%		12.19 6.75	% / %		1/8/2026	$	6,138,995	$	5,875,527		$	5,536,146			0.99	%
Research & Consulting Services
Accordion Partners LLC Delayed Draw Term A Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 0.00%		11.58	%		8/29/2029	$	574,574	$	567,253		$	567,177			0.10	%
Accordion Partners LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 0.75%		11.33	%		8/29/2029		3,654,565		3,607,987			3,584,699			0.64	%
Accordion Partners LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		8/31/2028		145,591		142,049			144,718			0.03	%
Accordion Partners LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		8/29/2029		436,424		430,910			434,575			0.08	%
BDO USA, P.C. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.00% / 2.00%		11.34	%		8/31/2028		4,962,500		4,874,767			4,875,520			0.88	%
BNI Global, LLC Dollar Delayed Draw Term Loan (2021)	(1)(2)(3)(4)(5)(7)(12)	1M SOFR + 5.85% / 1.00%		11.19	%		5/1/2027		1,897,661		1,876,216			1,874,564			0.34	%
BNI Global, LLC Initial Dollar Term Loan	(1)(2)(3)(4)(5)(7)(12)	1M SOFR + 5.85% / 1.00%		11.18	%		5/1/2027		4,810,148		4,754,965			4,779,529			0.86	%
BNI Global, LLC Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		5/1/2027		—		(3,019	)		(3,251	)		0.00	%
Ethos Risk Services, LLC Delayed Draw Term C Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 0.75% / 1.00%		0.75	%		5/1/2027		—		(36,956	)		—			0.00	%
Ethos Risk Services, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 1.00%		11.09	%		5/1/2027		5,306,667		5,233,205			5,234,504			0.94	%
Gerson Lehrman Group, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.40% / 1.00%		10.73	%		12/13/2027		4,974,490		4,886,013			4,967,525			0.89	%
Liberty Purchaser, LLC Delayed Draw Term Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 0.75%		11.95	%		11/22/2029		1,180,386		1,180,386			1,180,386			0.21	%
Liberty Purchaser, LLC Initial Term Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 0.75%		11.95	%		11/22/2029		4,216,519		4,216,519			4,216,519			0.75	%
ManTech International Corporation 2024 Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.00% / 0.75%		10.33	%		9/14/2029		4,224,905		4,224,289			4,224,905			0.76	%
ManTech International Corporation Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		9/14/2029		—		(32,422	)		(52	)		0.00	%
Smartronix, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.10% / 1.00%		11.33	%		11/23/2028		4,961,832		4,951,104			4,929,681			0.89	%
SourceHOV Tax, LLC Initial Term A Loan	(1)(2)(3)(4)(5)(7)(11)	6M SOFR + 6.01% / 1.00%		11.35	%		4/6/2028		4,937,028		4,905,664			4,697,752			0.84	%
										$	45,778,930		$	45,708,751			8.21	%
Restaurants
Ampler Qsr Holdings LLC 2024 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.10% / 2.00%		11.43	%		7/21/2027	$	5,140,000	$	5,102,788		$	5,088,600			0.91	%

The accompanying notes are an integral part of these consolidated financial statements.

19

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Soft Drinks
Refresh Buyer, LLC Delayed Term Loan (Sunny Sky Products)	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.50% / 0.75%		9.80	%		12/23/2028	$	4,937,186	$	4,902,619		$	4,918,910			0.88	%
Specialized Consumer Services
3 Step Sports LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.50% / 1.00%		1.50 1.50	%  / %		10/2/2029	$	148,614	$	137,981		$	148,614			0.03	%
3 Step Sports LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 8.00% / 1.00%		13.30 1.50	% /  %		10/2/2029		681,058		670,170			669,754			0.12	%
Anderson Group Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 4.50% / 1.00%		10.09	%		12/25/2028		4,949,367		4,918,849			4,923,073			0.88	%
Any Hour LLC Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.50%		1.00	%		5/23/2030		—		(15,370	)		(15,584	)		0.00	%
Any Hour LLC Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.38% / 0.50%		0.38	%		5/23/2030		135,065		119,692			119,481			0.02	%
Any Hour LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.00% / 0.50%		10.33	%		5/23/2030		7,116,883		7,012,011			7,010,130			1.26	%
Arcticom Group Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		12/22/2027		46,065		45,929			45,650			0.01	%
Arcticom Group Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.40% / 1.00%		11.74	%		12/22/2027		196,573		196,091			196,143			0.04	%
KL Stockton Intermediate II, LLC PIK Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 13.00% / 0.50%		13.00	%		5/23/2031		1,782,179		1,747,171			1,746,535			0.31	%
Modigent, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		8/23/2028		127,404		127,404			127,404			0.02	%
VPP Intermediate Holdings, LLC Amendment No. 3 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	1M SOFR + 1.00% / 1.00%		1.00	%		12/1/2027		234,512		226,192			217,016			0.04	%
W. A. Kendall And Company, LLC Incremental Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.93% / 1.00%		11.22	%		4/22/2030		3,000,000		2,963,435			2,962,742			0.53	%
W.A. Kendall and Company, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 6.05% / 1.00%		11.32	%		4/22/2028		4,935,997		4,903,760			4,848,839			0.87	%
										$	23,053,315		$	22,999,797			4.13	%
Specialty Chemicals
Charkit Chemical Company, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(11)	3M SOFR + 5.03% / 1.00%		10.33	%		12/29/2026	$	4,280,274	$	4,255,169		$	4,249,802			0.76	%
Rocket BidCo, Inc. Term Loan (Recochem)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 0.00% / 1.00%		0.00	%		11/1/2030		11,250,000		11,026,328			11,025,000			1.98	%
										$	15,281,497		$	15,274,802			2.74	%
Specialty Stores
Saldon Holdings, Inc. Fourth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.10% / 1.00%		11.44	%		3/13/2026	$	601,469	$	601,469		$	601,167			0.11	%
Saldon Holdings, Inc. Initial DDTL Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 1.00%		1.00	%		3/13/2026		—		—			(58	)		0.00	%
										$	601,469		$	601,109			0.11	%
Systems Software
ACP Falcon Buyer, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		8/1/2029	$	—	$	(7,473	)	$	—			0.00	%
ACP Falcon Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.50% / 1.00%		10.80	%		8/1/2029		2,157,495		2,103,242			2,110,021			0.38	%
ES Ventures LLC Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.30	%		12/13/2028		1,331,686		1,316,276			1,316,135			0.23	%
ES Ventures LLC Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.30	%		12/13/2028		937,837		926,985			926,885			0.17	%
										$	4,339,030		$	4,353,041			0.78	%
Technology Distributors
Thames Technology Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		8/31/2029	$	—	$	—		$	(3,155	)		0.00	%
Thames Technology Holdings, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.25% / 1.00%		11.55	%		8/31/2029		3,397,043		3,293,689			3,298,528			0.59	%
Thames Technology Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		8/31/2029		—		—			(3,155	)		0.00	%
										$	3,293,689		$	3,292,218			0.59	%

The accompanying notes are an integral part of these consolidated financial statements.

20

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

		Reference	Cash Interest													Percentage
		Rate	Rate /			Maturity		Outstanding								of
Investments	Footnotes	Spread / Floor	PIK Rate			Date		Principal		Cost*			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Trading Companies & Distributors
AFC-Dell Holding Corp. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40% / 1.00%		11.75	%		4/9/2027	$	2,157,747	$	2,132,431		$	2,130,775			0.38	%
Apex Service Partners, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		10/24/2030		989,699		976,769			977,671			0.18	%
Apex Service Partners, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 0.50% / 1.00%		0.50	%		10/24/2029		135,004		130,926			130,932			0.03	%
Apex Service Partners, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 7.00% / 1.00%		12.33 2.00	% /  %		10/24/2030		4,640,851		4,582,651			4,578,288			0.82	%
Hultec Buyer, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.65% / 1.00%		12.00	%		3/31/2029		4,949,391		4,862,513			4,860,624			0.87	%
Red Fox CD Acquisition Corparation Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.33	%		3/4/2030		6,982,500		6,849,152			6,850,592			1.23	%
SureWerx Purchaser III, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(10)	3M SOFR + 1.00% / 0.75%		1.00	%		12/28/2029		—		—			(4,402	)		0.00	%
SureWerx Purchaser III, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 5.25% / 0.75%		10.58	%		12/28/2029		2,066,558		2,050,424			2,054,003			0.37	%
Trench Plate Rental Co. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 1.00%		10.93	%		12/3/2026		5,406,897		5,406,897			5,406,897			0.97	%
Trench Plate Rental Co. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 1.00%		0.50	%		12/3/2026		400,000		400,000			400,000			0.07	%
										$	27,391,763		$	27,385,380			4.92	%
Trucking
EVDR Purchaser, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(8)(12)	3M SOFR + 1.00% / 0.75%		1.00	%		2/14/2031	$	—	$	(13,012	)	$	—			0.00	%
EVDR Purchaser, Inc. Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 0.50% / 0.75%		0.50	%		2/14/2031		96,078		80,461			96,078			0.02	%
EVDR Purchaser, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.75%		10.84	%		2/14/2031		4,791,912		4,700,812			4,720,111			0.85	%
										$	4,768,261		$	4,816,189			0.87	%
Total First Lien Senior Secured										$	918,845,822		$	917,963,022			164.94	%
Second Lien Senior Secured
Insurance Brokers
SageSure Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(10)	3M SOFR + 1.00% / 1.00%		1.00	%		1/28/2028	$	66,296	$	54,155		$	59,767			0.01	%
SageSure Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(10)	3M SOFR + 6.01% / 0.50%		11.35	%		1/28/2028		4,428,488		4,394,051			4,402,383			0.79	%
										$	4,448,206		$	4,462,150			0.80	%
Total Second Lien Senior Secured										$	4,448,206		$	4,462,150			0.80	%
Total Non-Controlled, Non-Affiliated Debt Investments										$	923,294,028		$	922,425,172			165.74	%
Non-Controlled, Non-Affiliated  Private Equity Funds
Limited Partnership Interests
Asset Management & Custody Banks
APD VOR Debt, LP	(1)(2)(6)(13)(14)(15)	N/A		N/A			N/A		—	$	3,516,324		$	3,450,324			0.62	%
Castlelake Consumer Receivables Opportunity III, L.P. Fund	(1)(2)(6)(13)(14)(1 6 )	N/A		N/A			N/A		—		3,457,092			3,416,902			0.62	%
Fidelity Evergreen Private Credit Fund LP	(1)(2)(6)(13)(14)(1 7 )	N/A		N/A			N/A		—		12,037,037			12,037,037			2.16	%
										$	19,010,453		$	18,904,263			3.40	%
Total Non-Controlled, Non-Affiliated Private Equity Fund										$	19,010,453		$	18,904,263			3.40	%
Total Investments										$	942,304,481		$	941,329,435			169.14	%
Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents
Morgan Stanley Institutional Liquidity Funds Treasury Portfolio - Institutional Class	(1)(2)(3)	N/A		N/A			N/A		N/A	$	17,989,242		$	17,989,242			3.23	%
Other cash accounts											678,736			678,736			0.12	%
Total Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents										$	18,667,978		$	18,667,978			3.35	%
Total Investments and Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents										$	960,972,459		$	959,997,413			172.49	%

The accompanying notes are an integral part of these consolidated financial statements.

21

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)

*   For non-controlled, non-affiliated debt investments, cost represents amortized cost.

(1)  Investment is non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities (and is not otherwise “controlled”). The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. All investments are Level 3 unless otherwise indicated.

(2)  Investment is U.S. domiciled and no investment represents a 5% or more interest in any outstanding class of voting security of the portfolio company.

(3)  Income-producing debt investment and pays all cash interest.

(4)  Investment is treated as a qualifying asset under Section 55(a) of the 1940 Act.

(5)  The fair value of the investment was valued using significant unobservable inputs.

(6)  Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par. The investment may be subject to an unused/letter of credit facility fee.

(7)  The investments bear interest at rates that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) which reset monthly or quarterly. For each such investment, the Company has provided the spread over SOFR and the current contractual interest rate in effect at June 30, 2024. The interest rate disclosed is based on the reference rate as of the last reset date which may differ from the reference rate as of June 30, 2024. As of June 30, 2024, effective rates for 1 Month (“M”) S, 3M S and 6M S, are 5.336%, 5.353% and 5.387%, respectively. For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of June 30, 2024. Certain investments are subject to a SOFR floor and have been provided.

(8)  Position is an unfunded delayed draw term loan with no rate setting.

(9)  Investment is domiciled in Jersey and not treated as a qualifying asset under Section 55(a) of the 1940 Act.

(10)  Designates that the investment is collateral for MassMutual SPV I Credit Facility.

(11)  Designates that the investment is collateral for BMO SPV II Credit Facility.

(12)  Designates that the investment is collateral for Wells Fargo SPV III Credit Facility.

(13)   Investment does not allow redemptions or withdrawals except at the discretion of its general partner, manager or advisor and the final distribution date is not known at this time.

(1 4 )   Private equity funds are generally issued in private placement transactions and as such are generally restricted to resale. There are no circumstances that could cause a lapse in the restriction to resale. Each investment may have been purchased on various dates and for different amounts. Total fair value of restricted private equity funds as of June 30, 2024 was $ 18,904,263 or 3.40 % of net assets. 

(15)   Investment was acquired on January 18, 2024.

(16)   Investment was acquired on June 26, 2024.

(17)   Investment was acquired on May 22, 2024.

The accompanying notes are an integral part of these consolidated financial statements.

22

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured
Advertising
Finn Partners, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.65% / 1.00%		12.00	%	7/1/2026	$	1,688,670	$	1,666,105		$	1,665,772			0.50	%
Finn Partners, Inc. Second Amendment Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.65% / 1.00%		12.00	%	7/1/2026		3,273,754		3,229,775			3,229,296			0.97	%
									$	4,895,880		$	4,895,068			1.47	%
Aerospace & Defense
Heads Up Technologies, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.50% / 1.00%		10.88	%	8/10/2028	$	4,962,312	$	4,920,989		$	4,928,456			1.48	%
PPW Aero Buyer, Inc. Term Loan (Whitcraft LLC)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.35	%	2/15/2029		4,987,437		4,987,437			4,987,437			1.50	%
									$	9,908,426		$	9,915,893			2.98	%
Air Freight & Logistics
AMEX Holding III Corp Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.65% / 1.00%		11.03	%	3/31/2028	$	211,234	$	209,618		$	192,951			0.06	%
AMEX Holding III Corp Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.65% / 1.00%		11.03	%	3/31/2028		4,750,898		4,715,052			4,339,708			1.30	%
Solairus Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.48% / 1.00%		10.99	%	7/23/2029		4,883,993		4,883,993			4,881,800			1.46	%
									$	9,808,663		$	9,414,459			2.82	%
Alternative Carriers
Meriplex Communications, Ltd. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.10% / 0.75%		10.46	%	7/17/2028	$	4,991,048	$	4,993,608		$	4,991,048			1.50	%
Application Software
Anaplan, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 0.75%		11.85	%	6/21/2029	$	5,000,000	$	4,977,183		$	4,984,604			1.49	%
Avetta, LLC Term Loan B	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.00%		11.15	%	10/16/2030		2,038,962		2,028,642			2,028,563			0.61	%
BASYS LLC First Amendment Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.50% / 1.00%		10.11	%	12/9/2027		4,873,196		4,840,781			4,845,251			1.45	%
Echo Purchaser, Inc. Delayed Draw Term Loan (Exostar)	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	11/17/2029		—		(187	)		(189	)		0.00	%
Echo Purchaser, Inc. Term Loan (Exostar)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.00%		10.87	%	11/17/2029		649,146		641,680			641,616			0.19	%
Legal Spend Holdings, LLC 2nd Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.00%		11.11	%	5/13/2029		257,442		257,442			257,442			0.08	%
Legitscript LLC Delayed Draw Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 5.75% / 0.75%		11.11	%	6/24/2029		100,788		86,030			86,697			0.03	%
Legitscript LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.75%		11.11	%	6/24/2029		3,930,101		3,873,978			3,877,334			1.16	%
PracticeTek Purchaser, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	8/30/2029		—		(2,746	)		(16	)		0.00	%
PracticeTek Purchaser, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.35	%	8/30/2029		1,978,918		1,946,135			1,945,040			0.58	%
Superjet Buyer, LLC Initial Term Loan (EFI Productivity Software)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.61% / 0.75%		10.97	%	12/30/2027		1,522,356		1,516,802			1,522,356			0.46	%
TCP Hawker Intermediate LLC Incremental Term Loan (TimeClock Plus)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 0.00%		11.50	%	8/28/2026		101,654		101,654			101,654			0.03	%
TCP Hawker Intermediate LLC Incremental Term Loan (First Lien) (TimeClock Plus)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 0.00%		11.50	%	8/28/2026		225,407		225,407			225,407			0.07	%
TCP Hawker Intermediate LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	8/28/2026		—		—			—			0.00	%
Trintech Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 1.00%		11.86	%	7/25/2029		5,000,000		4,903,300			4,903,359			1.47	%
									$	25,396,101		$	25,419,118			7.62	%

The accompanying notes are an integral part of these consolidated financial statements.

23

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Asset Management & Custody Banks
Petra Borrower, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)	3M SOFR + 0.00% / 1.00%		0.00	%	11/15/2030	$	—	$	(12,278	)	$	(12,422	)		0.00	%
Petra Borrower, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.75% / 1.00%		11.13	%	11/15/2030		3,250,000		3,185,433			3,185,147			0.95	%
Petra Borrower, LLC Revolving Loan	(1)(2)(3)(4)(5)(7)(8)	3M SOFR + 0.00% / 1.00%		0.00	%	11/15/2029		—		(9,791	)		—			0.00	%
Wealth Enhancement Group, LLC 2021 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.85% / 1.00%		11.23	%	10/4/2027		3,824,266		3,824,266			3,824,266			1.15	%
Wealth Enhancement Group, LLC December 2020 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.85% / 1.00%		11.23	%	10/4/2027		1,163,019		1,163,019			1,163,019			0.35	%
									$	8,150,649		$	8,160,010			2.45	%
Auto Parts & Equipment
ETE Intermediate II LLC Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	5/29/2029	$	—	$	(6,289	)	$	(4,649	)		0.00	%
ETE Intermediate II LLC Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 1.00%		11.89	%	5/29/2029		1,954,464		1,902,156			1,915,916			0.57	%
Premier Tires & Service Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.37	%	5/17/2029		4,975,000		4,975,000			4,975,000			1.49	%
									$	6,870,867		$	6,886,267			2.06	%
Automobile Manufacturers
JHCC Holdings LLC 2021-A Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.40% / 1.00%		10.75	%	9/9/2026	$	912,053	$	912,674		$	912,053		$	0.27	%
JHCC Holdings LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.40% / 1.00%		10.75	%	9/9/2026		4,075,447		4,078,226			4,075,447			1.22	%
									$	4,990,900		$	4,987,500			1.49	%
Building Products
AllMark Acquisition, LLC Initial Term Loan (AllMark Door)	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.50% / 1.00%		10.68	%	5/4/2028	$	4,974,747	$	4,937,356		$	4,974,747			1.49	%
Arch Cutting Tools Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.85% / 0.00%		10.24	%	4/1/2026		4,961,495		4,943,910			4,927,425			1.48	%
Hills Distribution, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 1.00%		11.37	%	11/8/2029		193,979		192,253			192,253			0.06	%
Hills Distribution, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	11/8/2029		—		—			—			0.00	%
									$	10,073,519		$	10,094,425			3.03	%
Commodity Chemicals
Guy Chemical Company, LLC U.S. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.50% / 1.00%		9.96	%	11/9/2027	$	4,962,217	$	4,927,113		$	4,893,248			1.47	%
Construction & Engineering
ATI Restoration, LLC Second Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 8.69% / 1.00%		10.56	%	7/31/2026	$	101,984	$	101,984		$	101,984			0.03	%
Diverzify Intermediate LLC Second Amendment Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.96% / 1.00%		11.62	%	5/11/2027		492,141		488,676			489,323			0.15	%
Diverzify Intermediate LLC Second Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 6.18% / 1.00%		11.68	%	5/11/2027		4,470,095		4,437,436			4,447,019			1.33	%
ESP Associates, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 1.00%		11.96	%	7/24/2028		4,840,792		4,759,680			4,750,609			1.42	%
PVI Holdings, Inc. Last Out Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.77% / 1.00%		12.16	%	1/18/2028		6,929,868		6,915,479			6,929,868			2.08	%
Vertex Service Partners, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.50% / 0.75%		14.14	%  /  1.25%	11/8/2030		911,249		893,566			906,146			0.27	%
Vertex Service Partners, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 5.50% / 0.75%		10.90	%	11/8/2030		1,895,993		1,868,085			1,869,639			0.56	%
Vertex Service Partners, LLC Revolving Facility	(1)(2)(3)(4)(5)(7)(8)	3M SOFR + 0.00% / 0.75%		0.00	%	11/8/2030		—		(6,020	)		—			0.00	%
									$	19,458,886		$	19,494,588			5.84	%

The accompanying notes are an integral part of these consolidated financial statements.

24

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Construction Materials
Cube Industrials Buyer, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.00%		11.40	%	10/18/2030	$	1,729,315	$	1,716,343		$	1,716,172			0.51	%
Javelin Acquisition Vehicle, LLC Last Out Term Loan (Lindsay Precast)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.09% / 1.00%		12.43	%	11/3/2026		1,779,275		1,779,275			1,779,275			0.53	%
Javelin Acquisition Vehicle, LLC Second Amendment Incremental Term Loan (Lindsay Precast)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.37% / 1.00%		12.44	%	11/3/2026		2,768,442		2,717,814			2,713,074			0.81	%
									$	6,213,432		$	6,208,521			1.85	%
Data Processing & Outsourced Services
Affinipay Midco, LLC Fifth Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 0.00%		10.88	%	6/9/2028	$	250,000	$	250,000		$	250,000			0.07	%
Penncomp, LLC Delayed Draw Term Loan A	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.50%		0.00	%	10/17/2028		—		(26,431	)		(27,143	)		-0.01	%
Penncomp, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 1.50%		11.96	%	10/17/2028		2,580,833		2,523,978			2,522,764			0.76	%
									$	2,747,547		$	2,745,621			0.82	%
Distributors
RPM Purchaser, Inc. Delayed Draw Term Loan B	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 2.00%		0.00	%	9/11/2028	$	—	$	(8,881	)	$	(2,422	)		0.00	%
RPM Purchaser, Inc. Effective Date Term Loan B	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.51% / 2.00%		11.90	%	9/11/2028		3,918,750		3,850,099			3,841,005			1.15	%
									$	3,841,218		$	3,838,583			1.15	%
Diversified Chemicals
V Global Holdings LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.75%		11.43	%	12/22/2027	$	4,974,747	$	4,952,697		$	4,890,967			1.47	%
Diversified Support Services
Accent Building Materials Holdings LLC Term B Delayed Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.60% / 1.00%		11.98	%	8/6/2029	$	417,857	$	385,360		$	417,858			0.12	%
Accent Building Materials Holdings LLC Term Loan B	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 1.00%		11.99	%	8/6/2029		3,928,571		3,854,304			3,866,182			1.16	%
AI Fire Buyer, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	3/22/2027		—		(1,911	)		(1,927	)		0.00	%
AI Fire Buyer, Inc.Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.00%		11.14	%	3/22/2027		156,447		153,791			153,769			0.05	%
AIDC IntermediateCo. 2, LLC Initial Term Loan (Peak Technologies)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40% / 1.00%		11.80	%	7/22/2027		6,233,964		6,225,303			6,233,964			1.87	%
CMG HoldCo, LLC Delayed Draw Loan (Crete Mechanical Group)	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	5/19/2028		—		(3,281	)		(3,281	)		0.00	%
Crash Champions Intermediate, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 0.75%		12.36	%	8/1/2029		1,349,141		1,339,724			1,337,471			0.40	%
Crash Champions Intermediate, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 0.75%		12.36	%	8/1/2029		3,160,846		3,139,006			3,133,505			0.94	%
Crash Champions Intermediate, LLC Revolving Credit Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 5.25% / 0.75%		13.75	%	8/1/2028		202,469		199,213			198,427			0.06	%
FLS Holding, Inc. Term B Loan (FLS Transportation Services)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.40% / 1.00%		10.77	%	12/15/2028		4,974,874		4,917,511			4,949,169			1.48	%
FMG Suite Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.35% / 1.00%		10.78	%	10/30/2026		861,390		852,757			852,115			0.25	%
FMG Suite Holdings, LLC Revolving Credit	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.93% / 1.00%		12.08	%	10/30/2026		146,480		142,107			141,772			0.04	%
FMG Suite Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.00%		11.03	%	10/30/2026		3,696,983		3,667,742			3,657,173			1.10	%
Primeflight Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.85% / 1.00%		12.28	%	5/1/2029		4,975,000		4,930,820			4,925,310			1.48	%
									$	29,802,446		$	29,861,507			8.95	%

The accompanying notes are an integral part of these consolidated financial statements.

25

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Education Services
Cambium Learning Group, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 0.75%		11.02	%	7/20/2028	$	4,974,555	$	4,928,928		$	4,926,482			1.48	%
Electrical Components & Equipment
Inventus Power, Inc. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	6/30/2025	$	—	$	(8,861	)	$	(9,343	)		0.00	%
Inventus Power, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.61% / 1.00%		12.97	%	6/30/2025		3,127,904		3,050,104			3,045,797			0.91	%
Wildcat Buyerco, Inc. Incremental Delayed Draw Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 5.75% / 0.00%		11.13	%	2/26/2027		36,916		36,604			36,598			0.01	%
Wildcat Buyerco, Inc. Incremental Term Loan (NSI Industries)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.00%		11.13	%	2/27/2027		245,120		243,046			243,012			0.07	%
									$	3,320,893		$	3,316,064			0.99	%
Electronic Equipment & Instruments
Fortis Payment Systems, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	1M SOFR + 5.25% / 1.00%		10.70	%	2/13/2026	$	4,954,836	$	4,939,323		$	4,937,177			1.48	%
REE Holdings III Corp. Term Loan (Rees Scientific Corporation)	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.00% / 1.00%		10.35	%	11/4/2028		4,962,406		4,900,234			4,922,576			1.48	%
									$	9,839,557		$	9,859,753			2.96	%
Environmental & Facilities Services
Rotolo Consultants, Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 7.71% / 1.00%		13.10	%	12/20/2026	$	3,176,071	$	3,102,508		$	3,101,878			0.93	%
Food Distributors
Costanzo’s Bakery, LLC Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.90% / 1.00%		11.25	%	6/18/2027	$	2,992,389	$	2,941,428		$	2,941,428			0.88	%
Health Care Distributors
Refocus Management Services, LLC Delayed Draw Term B Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.10% / 1.00%		12.45	%	12/30/2026	$	4,333,333	$	4,282,361		$	4,292,365			1.29	%
Health Care Equipment
Life Science Intermediate Holdings, LLC Delayed Draw Dollar Term Loan D	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 1.00%		11.96	%	6/10/2027	$	5,000,000	$	5,000,000		$	4,987,123			1.50	%
Medical Device Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.60% / 1.00%		11.95	%	7/11/2029		4,433,333		4,338,788			4,344,637			1.30	%
Medical Device Inc. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 6.50% / 1.00%		0.00	%	7/11/2029		—		—			(10,423	)		0.00	%
Pediatric Home Respiratory Services, LLC Term Loan	(1)(2)(3)(4)(5)(7)	3M SOFR + 6.50% / 0.00%		11.96	%	12/4/2024		5,000,000		4,916,688			4,932,650			1.48	%
SunMed Group Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.60% / 0.75%		10.96	%	6/16/2028		4,974,555		4,859,410			4,862,377			1.46	%
									$	19,114,886		$	19,116,364			5.74	%
Health Care Facilities
Community Care Partners, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.11% / 1.00%		11.47	%	6/10/2026	$	1,992,651	$	1,983,867		$	1,972,581			0.59	%
Community Care Partners, LLC Delayed Draw Term B Loan	(1)(2)(3)(4)(5)(7)(8)(12)	1M SOFR + 0.00% / 1.00%		0.00	%	6/10/2026		—		(1,255	)		(1,681	)		0.00	%
Hanger, Inc. Amendment No. 2 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.61	%	10/3/2028		1,162,279		1,131,929			1,130,952			0.34	%
Hanger, Inc. Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	10/3/2028		—		(10,079	)		—			0.00	%
									$	3,104,462		$	3,101,852			0.93	%

The accompanying notes are an integral part of these consolidated financial statements.

26

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Health Care Services
CPS Group Holdings, Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.40% / 1.00%		10.76	%	6/1/2028	$	5,000,000	$	5,000,000		$	5,000,000			1.50	%
CVAUSA Management, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 1.00%		11.88	%	5/522/2029		1,979,970		1,966,810			1,968,705			0.59	%
CVAUSA Management, LLC Primary Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	5/22/2029		—		(11,998	)		—			0.00	%
CVAUSA Management, LLC Secondary Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	5/22/2029		—		(7,307	)		—			0.00	%
Elevate HD Parent, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	1M SOFR + 6.10% / 0.00%		11.46	%	8/17/2029		4,987,500		4,889,147			4,888,138			1.47	%
GI MSO, Inc. Second Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 6.35% / 1.00%		11.82	%	6/5/2025		4,974,811		4,943,863			4,940,852			1.48	%
Home Care Assistance, LLC Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.10% / 1.00%		10.48	%	3/30/2027		3,017,282		2,996,322			3,001,319			0.90	%
Houseworks Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.65% / 1.00%		12.04	%	12/16/2028		2,493,750		2,369,456			2,359,135			0.71	%
Houseworks Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	12/16/2028		—		—			—			0.00	%
Medrina, LLC Initial Delayed Draw Term Loan Facility	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	10/20/2029		—		(9,032	)		(9,263	)		0.00	%
Medrina, LLC Initial Term Loan Facility	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.74	%	10/20/2029		3,723,404		3,631,362			3,630,563			1.09	%
Medrina, LLC Revolving Facility	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	10/20/2029		—		(12,879	)		(6,617	)		0.00	%
OIA Acquisition, LLC Effective Date Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.35% / 1.00%		10.82	%	10/19/2027		4,962,025		4,928,403			4,948,924			1.48	%
RCP TCT, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.86% / 1.00%		10.22	%	12/31/2027		4,934,271		4,900,054			4,891,499			1.47	%
Salt Dental Collective, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.60% / 1.00%		12.96	%	2/15/2028		2,493,750		2,444,681			2,444,088			0.73	%
TheKey, LLC Tranche B-1 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.10% / 1.00%		10.48	%	3/30/2027		1,853,932		1,842,288			1,844,621			0.55	%
TheKey, LLC Tranche B-1 Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.10% / 1.00%		10.48	%	3/30/2027		90,969		90,397			90,512			0.03	%
US Fertility Enterprises, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 6.25% / 1.00%		11.72	%	12/21/2027		4,962,025		4,929,074			4,915,705			1.47	%
									$	44,890,641		$	44,908,181			13.47	%
Health Care Technology
Bobcat Purchaser, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 0.75%		11.60	%	6/17/2030	$	475,000	$	466,026		$	475,000			0.14	%
Bobcat Purchaser, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 0.75%		11.60	%	6/17/2030		1,520,000		1,491,227			1,502,870			0.45	%
Medical Technology Solutions, LLC Delayed Draw C Term Loan	(1)(2)(3)(4)(5)(6)(7)(14)	3M SOFR + 6.40% / 1.00%		11.76	%	4/27/2026		1,328,845		1,295,702			1,328,845			0.40	%
Medical Technology Solutions, LLC Delayed Draw D Term Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 1.00%		0.00	%	4/27/2026		—		(3,936	)		(3,955	)		0.00	%
Medical Technology Solutions, LLC Sixth Amendment Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.40% / 1.00%		11.78	%	4/27/2026		1,455,401		1,422,285			1,419,016			0.43	%
									$	4,671,304		$	4,721,776			1.42	%
Heavy Electrical Equipment
Faraday Buyer, LLC Delayed Draw Term Loan (MacLean Power Systems)	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	10/11/2028	$	—	$	(4,418	)	$	(4,418	)		0.00	%
Faraday Buyer, LLC First Amendment Term Loan (MacLean Power Systems)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.00%		11.33	%	10/11/2028		586,597		579,792			579,792			0.17	%
									$	575,374		$	575,374			0.17	%
Highways & Railtracks
Gulf Winds International Acquisition, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.10% / 1.00%		12.46	%	12/16/2028	$	4,974,874	$	4,974,874		$	4,972,708			1.49	%
R1 Holdings, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.43	%	12/29/2028		4,974,874		4,928,554			4,921,292			1.48	%
									$	9,903,428		$	9,894,000			2.97	%

The accompanying notes are an integral part of these consolidated financial statements.

27

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Hotels, Resorts & Cruise Lines
Pyramid Management Advisors, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.25%		12.41	%	1/19/2027	$	4,974,937	$	4,927,593		$	4,927,080			1.48	%
Household Appliances
WF Enterprises, Inc. Term Loan A	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.35% / 1.00%		9.70	%	11/9/2027	$	4,578,187	$	4,548,322		$	4,555,083			1.37	%
Housewares & Specialties
Axis Portable Air, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.90% / 1.00%		11.25	%	3/22/2028	$	881,575	$	872,825		$	872,767			0.26	%
Axis Portable Air, LLC Delayed Draw Term Loan Fifth Amendment	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 5.85% / 1.00%		11.20	%	3/28/2028		1,377,461		1,341,456			1,284,671			0.38	%
									$	2,214,281		$	2,157,438			0.64	%
Human Resource & Employment Services
Zenith American Holding, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.15% / 0.00%		10.50	%	12/13/2024	$	4,959,003	$	4,956,103		$	4,959,003			1.49	%
Industrial Machinery
Orion Group HoldCo, LLC Term Loan (Astra Services Partners)	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 6.00% / 1.00%		11.61	%	3/19/2027	$	4,449,655	$	4,426,141		$	4,424,013			1.33	%
P.T. International LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.50% / 1.00%		10.04	%	6/30/2027		4,987,374		4,957,493			4,931,732			1.48	%
Sonny’s Enterprises, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.90% / 1.00%		12.27	%	8/5/2028		384,000		371,383			384,000			0.12	%
Sonny’s Enterprises, LLC Restatement Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.90% / 1.00%		12.28	%	8/5/2028		4,079,157		4,024,623			4,034,480			1.21	%
Tank Holding Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.85% / 0.75%		11.21	%	3/31/2028		4,974,747		4,899,481			4,897,706			1.47	%
									$	18,679,121		$	18,671,931			5.61	%
Insurance Brokers
Alera Group, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	11/17/2025	$	—	$	(19,920	)	$	(19,920	)		-0.01	%
Integrity Marketing Acquisition, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.02% / 0.75%		11.41	%	8/27/2026		2,876,780		2,845,655			2,856,337			0.86	%
Keystone Agency Partners LLC Term A Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.65% / 1.00%		11.00	%	5/3/2027		2,992,370		2,948,222			2,947,994			0.88	%
Oakbridge Insurance Agency LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.00%		11.09	%	11/1/2029		453,996		450,909			450,909			0.14	%
Oakbridge Insurance Agency LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	11/1/2029		—		—			—			0.00	%
Peter C. Foy & Associates Insurance Services, LLC Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 0.75%		11.86	%	11/1/2028		2,493,750		2,439,702			2,439,029			0.73	%
Peter C. Foy & Associates Insurance Services, LLC Delayed Draw Term Loan D	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.75%		0.00	%	11/1/2028		—		—			—			0.00	%
									$	8,664,568		$	8,674,349			2.60	%
Interactive Home Entertainment
Five Star Buyer, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.10% / 1.50%		12.46	%	2/23/2028	$	55,696	$	47,988		$	47,943			0.01	%
Track Branson OpCo, LLC, The Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.10% / 1.50%		12.46	%	2/23/2028		1,639,892		1,595,787			1,594,524			0.48	%
Track Branson Opco, LLC, The Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.50%		0.00	%	2/23/2028		—		(6,211	)		—			0.00	%
									$	1,637,564		$	1,642,467			0.49	%

The accompanying notes are an integral part of these consolidated financial statements.

28

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
IT Consulting & Other Services
BCM One, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.60% / 1.00%		9.96	%	11/17/2027	$	4,960,873	$	4,933,838		$	4,914,622			1.47	%
By Light Professional IT Services LLC Existing Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.03% / 1.00%		12.40	%	5/17/2025		1,946,322		1,942,394			1,945,187			0.58	%
Enverus Holdings, Inc.Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 0.75%		0.00	%	12/21/2029		—		(1,990	)		(1,998	)		0.00	%
Enverus Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 0.75%		0.00	%	12/21/2029		—		(6,055	)		(6,081	)		0.00	%
Enverus Holdings, Inc.Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.50% / 0.75%		10.86	%	12/21/2029		5,328,185		5,248,361			5,248,263			1.57	%
Guidepoint Security Holdings, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.00%		11.38	%	10/2/2029		302,617		302,617			302,617			0.09	%
Guidepoint Security Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	10/2/2029		—		—			—			0.00	%
Improving Holdco, Inc. Term Loan (Improving Enterprises)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.75% / 1.00%		12.20	%	7/26/2027		3,473,750		3,421,650			3,422,894			1.03	%
Lighthouse Technologies Holding Corp. First Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.15% / 1.00%		10.50	%	4/30/2025		176,743		176,743			176,743			0.05	%
Lighthouse Technologies Holding Corp. Initial Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.15% / 1.00%		10.50	%	4/30/2025		4,993,867		4,993,867			4,993,867			1.50	%
Lighthouse Technologies Holding Corp. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 1.00%		0.00	%	4/30/2025		—		—			—			0.00	%
Rural Sourcing Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	6/15/2029		—		(4,485	)		(1,651	)		0.00	%
Rural Sourcing Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	6/15/2029		—		(7,050	)		(1,238	)		0.00	%
Rural Sourcing Holdings, Inc. Tranche B Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.43	%	6/15/2029		1,576,080		1,533,373			1,522,518			0.46	%
Upstack Holdco Inc. 2023 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.35% / 2.00%		11.59	%	8/20/2027		683,847		654,809			658,174			0.20	%
Upstack Holdco Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.35% / 2.00%		11.79	%	8/20/2027		967,091		951,777			949,333			0.28	%
Upstack Holdco Inc. Term B Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.35% / 2.00%		11.63	%	8/20/2027		1,983,180		1,950,999			1,952,400			0.59	%
VRC Companies, LLC Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.76% / 1.00%		11.14	%	6/29/2027		4,974,523		4,934,420			4,974,523			1.49	%
									$	31,025,268		$	31,050,173			9.31	%
Leisure Facilities
Concert Golf Partners Holdco LLC Initial Term Loan (2022)	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.78% / 0.75%		11.25	%	4/2/2029	$	4,974,747	$	4,974,747		$	4,973,528			1.49	%
Excel Fitness Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	4/27/2029		—		(19,321	)		(6,667	)		0.00	%
Excel Fitness Holdings, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.50% / 1.00%		10.85	%	4/27/2029		3,325,000		3,246,256			3,261,412			0.98	%
PF Growth Partners, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.16% / 1.00%		10.48	%	7/11/2025		4,973,958		4,956,546			4,963,254			1.49	%
									$	13,158,228		$	13,191,527			3.96	%
Leisure Products
BCI Burke Holding Corp. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.76% / 1.00%		11.11	%	12/14/2027	$	1,491,242	$	1,482,448		$	1,485,829			0.45	%
KSKI Holdings 2, Inc. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.25% / 1.25%		12.72	%	6/30/2028		4,987,500		4,854,896			4,828,563			1.45	%
Painful Pleasures, LLC Term Loan fka Artifex	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.86% / 1.00%		10.22	%	8/30/2024		1,208,957		1,207,457			1,208,157			0.36	%
Painful Pleasures, LLC Third Incremental Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.11% / 1.00%		10.47	%	8/30/2024		3,752,500		3,739,118			3,749,359			1.12	%
									$	11,283,919		$	11,271,908			3.38	%

The accompanying notes are an integral part of these consolidated financial statements.

29

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Life Sciences Tools & Services
Blades Buyer, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.10% / 1.00%		10.45	%	3/28/2028	$	4,974,747	$	4,955,233		$	4,958,956			1.49	%
RN Enterprises, LLC Seventh Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.50% / 1.00%		11.05	%	12/23/2025		5,034,626		5,004,199			5,014,432			1.50	%
									$	9,959,432		$	9,973,388			2.99	%
Office Services & Supplies
Ergotron Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.85% / 0.75%		11.21	%	7/6/2028	$	4,974,811	$	4,974,811		$	4,974,811			1.49	%
Oil & Gas Equipment & Services
Jones Industrial Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 2.00%		0.00	%	7/31/2028	$	—	$	(9,219	)	$	(5,393	)		0.00	%
Jones Industrial Holdings, Inc. Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 8.60% / 2.00%		13.96	%	7/31/2028		3,950,000		3,875,015			3,851,034			1.16	%
									$	3,865,796		$	3,845,641			1.16	%
Other Diversified Financial Services
Citrin Cooperman Advisors LLC 2022-2 Incremental Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.35% / 0.75%		11.78	%	10/1/2027	$	870,647	$	865,336		$	865,867			0.26	%
Citrin Cooperman Advisors LLC 2022-2 Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.35% / 0.75%		11.82	%	10/1/2027		3,840,520		3,756,610			3,774,804			1.13	%
Convera International Financial S.a r.l. Incremental Term Loan	(1)(2)(3)(4)(5)(7)(9)(12)	3M SOFR + 6.15% / 0.75%		11.50	%	3/1/2028		2,985,000		2,925,571			2,939,641			0.88	%
Lido Advisors, LLC Fourth Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.15% / 1.00%		11.53	%	6/15/2027		445,213		432,493			426,344			0.13	%
									$	7,980,010		$	8,006,656			2.40	%
Packaged Foods & Meats
Gastronome Acquisition, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.65% / 1.00%		10.00	%	11/18/2027	$	4,729,986	$	4,698,126		$	4,699,548			1.41	%
Nellson Nutraceutical, LLC Term A-1 Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.90% / 1.00%		11.30	%	12/23/2025		4,986,422		4,947,838			4,969,763			1.49	%
Signature Brands, LLC Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.51% / 1.75%		14.14	%	5/4/2028		4,486,458		4,431,367			4,359,545			1.31	%
ZB Holdco LLC 2023-1 Delayed Draw Term Loan	( 1)(2)(3)(4)(5)(7)(8)(12 )	3M SOFR + 0.00% / 1.00%		0.00	%	2/9/2028		—		(691	)		(285	)		0.00	%
ZB Holdco LLC 2023-1 Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.15% / 1.00%		11.50	%	2/9/2028		155,812		153,576			153,260			0.05	%
									$	14,230,216		$	14,181,831			4.26	%
Paper Packaging
Innopak Industries, Inc. Fourth Amendment Term Loan Part 1	(1)(2)(3)(4)(5)(7)(12)	1M SOFR + 6.35% / 1.50%		11.70	%	3/5/2027	$	2,743,125	$	2,676,344		$	2,675,465			0.80	%
Innopak Industries, Inc. Fourth Amendment Term Loan Part 2	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.35% / 0.00%		11.71	%	3/5/2027		2,244,375		2,189,694			2,188,988			0.66	%
									$	4,866,038		$	4,864,453			1.46	%
Personal Products
Kinetic Purchaser, LLC - Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.02% / 0.00%		11.37	%	11/10/2027	$	2,487,500	$	2,389,666		$	2,388,622			0.72	%
Loving Tan Intermediate II Inc. Closing Date Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.35	%	5/31/2028		2,755,044		2,682,265			2,659,632			0.80	%
Loving Tan Intermediate II Inc. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.00% / 1.00%		12.35	%	5/31/2028		171,111		162,893			168,814			0.05	%
									$	5,234,824		$	5,217,068			1.57	%

The accompanying notes are an integral part of these consolidated financial statements.

30

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest												Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized						of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost			Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Pharmaceuticals
Bamboo US BidCo LLC Initial Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.00 % / 0.00 %		11.36	%	9/30/2030	$	7,398	$	7,398		$	7,398			0.00	%
Bamboo US BidCo LLC Initial Dollar Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.00%		11.38	%	9/30/2030		689,541		684,783			684,783			0.21	%
Pet FLavor, LLC Term A Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.00% / 1.00%		10.35	%	12/15/2026		4,974,619		4,945,518			4,974,619			1.49	%
Sequon, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 6.51% / 1.00%		11.86	%	12/29/2026		4,963,246		4,934,496			4,903,402			1.47	%
									$	10,572,195		$	10,570,202			3.17	%
Property & Casualty Insurance
Neptune Flood Incorporated Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.50%		0.00	%	5/8/2029	$	—	$	(2,657	)	$	(92	)		0.00	%
Neptune Flood Incorporated Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.35% / 1.50%		11.72	%	5/8/2029		2,756,600		2,707,653			2,702,690			0.81	%
									$	2,704,996		$	2,702,598			0.81	%
Real Estate Operating Companies
Associations, Inc. Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.76% / 0.00%		12.18	%	7/2/2027	$	5,031,944	$	4,997,763		$	4,980,950			1.49	%
Real Estate Services
BBG, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.86% / 1.00%		12.21	%	1/8/2026	$	5,964,100	$	5,638,794		$	5,334,888			1.60	%
Research & Consulting Services
Accordion Partners LLC Delayed Draw Term A Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 0.00%		11.60	%	8/29/2029	$	577,476	$	569,435		$	569,288			0.17	%
Accordion Partners LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 0.75%		11.35	%	8/29/2029		3,673,116		3,621,965			3,598,140			1.08	%
Accordion Partners LLC Third Amendment Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.25% / 1.00%		11.63	%	8/29/2029		139,767		133,781			137,339			0.04	%
Accordion Partners LLC Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	8/31/2028		—		(3,916	)		—			0.00	%
Ambient Enterprises Holdco LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 1.00%		0.00	%	6/28/2030		—		(8,867	)		(8,936	)		0.00	%
Ambient Enterprises Holdco LLC Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 0.00% / 1.00%		0.00	%	12/7/2029		—		(15,466	)		(15,638	)		0.00	%
Ambient Enterprises Holdco LLC Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.00% / 1.00%		11.38	%	6/28/2030		4,074,894		4,003,727			4,003,583			1.20	%
BDO USA, P.C. Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.00% / 2.00%		11.36	%	8/31/2028		4,987,500		4,889,634			4,888,702			1.47	%
Gerson Lehrman Group, Inc. Second Amendment Incremental Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.40% / 1.00%		10.75	%	12/5/2024		4,974,490		4,958,617			4,947,129			1.48	%
Liberty Purchaser, LLC Delayed Draw Term Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.60% / 0.75%		11.99	%	11/22/2029		1,186,359		1,186,359			1,186,359			0.36	%
Liberty Purchaser, LLC Initial Term Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 6.60% / 0.00%		11.99	%	11/22/2029		4,237,922		4,237,922			4,237,922			1.27	%
Liberty Purchaser, LLC Revolving Loan (Magna Legal Services)	(1)(2)(3)(4)(5)(7)(8)(14)	3M SOFR + 6.25% / 0.00%		0.00	%	11/22/2029		—		—			—			0.00	%
ManTech International Corporation Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 5.75% / 0.75%		11.16	%	9/14/2029		338,236		338,236			331,850			0.10	%
ManTech International Corporation Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 5.75% / 0.75%		11.13	%	9/14/2029		4,024,745		4,019,433			4,014,831			1.20	%
R.R. Donnelley & Sons Company Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.35% / 0.75%		12.71	%	3/22/2028		4,455,817		4,451,806			4,452,686			1.34	%
Smartronix, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.10% / 1.00%		11.57	%	11/23/2028		4,987,277		4,975,185			4,976,285			1.49	%
SourceHOV Tax, LLC Initial Term A Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.93% / 1.00%		11.40	%	4/6/2028		4,962,217		4,924,695			4,897,911			1.47	%
									$	42,282,546		$	42,217,451			12.67	%

The accompanying notes are an integral part of these consolidated financial statements.

31

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest											Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized					of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost		Fair Value			Net Assets
Non-Controlled, Non-Affiliated Debt Investments
First Lien Senior Secured (continued)
Soft Drinks
REFRESH BUYER, LLC Delayed TL	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.25% / 0.75%		9.60	%	12/23/2028	$	4,962,312	$	4,926,084	$	4,927,500			1.48	%
Specialized Consumer Services
3 Step Sports LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 8.00% / 0.00%		13.35	%	10/2/2029	$	148,226	$	140,357	$	140,321			0.04	%
3 Step Sports LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 8.00% / 0.00%		13.47	%	10/2/2029		676,815		664,839		664,768			0.20	%
Anderson Group Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 4.50% / 1.00%		10.14	%	12/25/2028		4,974,684		4,940,088		4,942,601			1.48	%
Arcticom Group Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.25% / 0.00%		11.62	%	12/22/2027		46,297		46,118		46,116			0.01	%
Arcticom Group Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.50% / 0.00%		11.80	%	12/22/2027		197,566		196,870		196,870			0.06	%
Modigent, LLC Delayed Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.00%		0.00	%	8/23/2028		—		—		—			0.00	%
United Air Temp, Air Conditioning And Heating, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.35% / 1.00%		10.78	%	1/20/2027		4,962,106		4,937,052		4,962,106			1.49	%
VPP Intermediate Holdings, LLC Amendment No. 3 Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.75% / 1.00%		12.10	%	12/1/2027		163,263		158,594		159,845			0.05	%
W.A. Kendall and Company, LLC Initial Term Loan	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.80% / 1.00%		10.99	%	4/22/2028		4,962,217		4,925,530		4,898,114			1.47	%
									$	16,009,448	$	16,010,741			4.80	%
Specialty Chemicals
Charkit Chemical Company, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(13)	3M SOFR + 5.03% / 1.00%		10.43	%	12/29/2026	$	4,698,007	$	4,668,013	$	4,625,585			1.39	%
Technology Distributors
Thames Technology Holdings, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	8/31/2029	$	—	$	—	$	(1,695	)		0.00	%
Thames Technology Holdings, Inc. Initial Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.25% / 1.00%		11.64	%	8/31/2029		3,414,156		3,303,590		3,299,707			0.99	%
Thames Technology Holdings, Inc. Revolving Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 1.00%		0.00	%	8/31/2029		—		—		(519	)		0.00	%
									$	3,303,590	$	3,297,493			0.99	%
Trading Companies & Distributors
Apex Service Partners, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 7.00% / 1.00%		12.38	%	10/24/2030	$	244,390	$	239,691	$	241,108			0.07	%
Apex Service Partners, LLC Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.00% / 1.00%		12.76	%	10/24/2029		24,180		19,753		19,696			0.01	%
Apex Service Partners, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 7.00% / 1.00%		12.40	%	10/23/2030		4,597,996		4,535,098		4,529,848			1.36	%
Hultec Buyer, LLC Term Loan A	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.40% / 1.00%		12.18 2.50	% /  %	3/31/2029		4,974,696		4,878,957		4,877,275			1.46	%
SureWerx Purchaser III, Inc. Delayed Draw Term Loan	(1)(2)(3)(4)(5)(7)(8)(12)	3M SOFR + 0.00% / 0.75%		12.21 1.25	% /  %	12/28/2029		—		—		(4,128	)		0.00	%
SureWerx Purchaser III, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.75% / 0.75%		12.21 1.25	% /  %	12/14/2029		2,077,022		2,059,066		2,054,826			0.62	%
Trench Plate Rental Co. Initial Term Loan	(1)(2)(3)(4)(5)(7)(14)	3M SOFR + 5.60% / 0.00%		10.95	%	12/3/2026		5,434,483		5,434,483		5,434,483			1.63	%
Trench Plate Rental Co. Revolving Loan	(1)(2)(3)(4)(5)(6)(7)(14)	3M SOFR + 5.57% / 0.00%		10.95	%	12/3/2026		179,310		179,310		179,310			0.05	%
									$	17,346,358	$	17,332,418			5.20	%
Total First Lien Senior Secured									$	532,363,603	$	531,616,973			159.46	%

The accompanying notes are an integral part of these consolidated financial statements.

32

StepStone Private Credit Fund LLC

Consolidated Schedule of Investments as of December 31, 2023

		Reference	Cash Interest										Percentage
		Rate	Rate /			Maturity	Outstanding		Amortized				of
Investments	Footnotes	Spread / Floor	PIK Rate			Date	Principal		Cost		Fair Value		Net Assets
Non-Controlled, Non-Affiliated Debt Investments
Second Lien Senior Secured
Insurance Brokers
SageSure Holdings, LLC Delayed Draw Term Loan	(1)(2)(3)(4)(5)(6)(7)(12)	3M SOFR + 6.01% / 1.00%		11.36	%	1/28/2028	$	67,270	$	57,796	$	62,408		0.02	%
SageSure Holdings, LLC Term Loan	(1)(2)(3)(4)(5)(7)(12)	3M SOFR + 6.01% / 1.00%		11.36	%	1/28/2028		4,450,967		4,411,685		4,431,444		1.33	%
									$	4,469,481	$	4,493,852		1.35	%
Total Second Lien Senior Secured									$	4,469,481	$	4,493,852		1.35	%
Collateralized Loan Obligations
Warehouses
Asset Management & Custody Banks
CIFC Stone Warehouse Ltd. - Subordinated Lender	(1)(3)(5)(10)(11)	N/A		N/A		N/A	$	—	$	29,250,000	$	29,250,000		8.77	%
Total Warehouses									$	29,250,000	$	29,250,000		8.77	%
Total Collateralized Loan Obligations									$	29,250,000	$	29,250,000		8.77	%
Total Non-Controlled, Non-Affiliated Debt Investments									$	566,083,084	$	565,360,825		169.58	%
Total Investments									$	566,083,084	$	565,360,825		169.58	%
Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents
Morgan Stanley Institutional Liquidity Funds Treasury Portfolio - Institutional Class	(2)	N/A		N/A		N/A		N/A	$	16,950,602	$	16,950,602		5.08	%
Morgan Stanley Institutional Liquidity Funds Government Portfolio - Participant Class	(2)	N/A		N/A		N/A		N/A		311,931		311,931		0.09	%
Other cash accounts										1,661,263		1,661,263		0.50	%
Total Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents									$	18,923,796	$	18,923,796		5.67	%
Total Investments and Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents									$	585,006,880	$	584,284,621		175.25	%

(1)  Investment is non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. All investments are Level 3 unless otherwise indicated.

(2)  Investment is U.S. domiciled and no investment represents a 5% or more interest in any outstanding class of voting security of the portfolio company.

(3)  Income-producing debt investment and pays all cash interest.

(4)  Investment is treated as a qualifying asset under Section 55(a) of the 1940 Act.

(5)  The fair value of the investment was valued using significant unobservable inputs.

(6)  Investment has undrawn commitments. Unamortized fees are classified as unearned income which reduces cost basis, which may result in a negative cost basis. A negative fair value may result from the unfunded commitment being valued below par. The investment may be subject to an unused/letter of credit facility fee.

(7)  The investments bear interest at rates that may be determined by reference to Secured Overnight Financing Rate (“SOFR” or “S”) which reset monthly or quarterly. For each such investment, the Company has provided the spread over SOFR and the current contractual interest rate in effect at December 31, 2023. The interest rate disclosed is based on the reference rate as of the last reset date which may differ from the reference rate as of December 31, 2023. As of December 31, 2023, effective rates for 1 Month (“M”) S, 3M S and 6M S, are 5.344%, 5.355% and 5.347%, respectively. For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2023. Certain investments are subject to a SOFR floor and have been provided.

(8)  Position is an unfunded delayed draw term loan with no rate setting.

(9)  Investment is domiciled in Jersey and not treated as a qualifying asset under Section 55(a) of the 1940 Act.

(10)  Investment is domiciled in Cayman Islands and not treated as a qualifying asset under Section 55(a) of the 1940 Act.

(11)  A Collateralized Loan Obligation Warehouse (“CLO Warehouse”) is an entity organized for the purpose of holding syndicated bank loans, also known as leveraged loans, prior to the issuance of securities from that same vehicle. During the warehouse period, a CLO Warehouse will secure investments and build a portfolio of primarily leveraged loans and other debt obligations. The warehouse period terminates when the collateralized loan obligation vehicle issues various tranches of securities to the market. At this time, financing through the issuance of debt and equity securities is used to repay the bank financing.

(12)  Designates that the investment is collateral for MassMutual SPV I Credit Facility.

(13)  Designates that the investment is collateral for BMO SPV II Credit Facility.

(14)  Designates that the investment is held in SPV Facility III.

The accompanying notes are an integral part of these consolidated financial statements.

33

StepStone Private Credit Fund LLC

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2024

1. Organization

StepStone Private Credit Fund LLC (collectively with its consolidated subsidiaries, the “Company”) is a Delaware limited liability company which was formed on September 26, 2022 and operates as an externally managed,

non-diversified

closed-end

management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to elect to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and expects to maintain its qualification as a RIC annually thereafter. The liability of each member of the Company is limited to the value of capital contributed of such member in accordance with the provisions of the Company’s Limited Liability Company Agreement.

The Company seeks to achieve attractive risk-adjusted returns mainly by investing in various credit-related strategies. StepStone Group Private Debt LLC (the “Advisor”) serves as the Company’s external investment advisor pursuant to an investment advisory agreement with the Company (the “Advisory Agreement”). The Advisor is an investment advisor registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also serves as the Company’s administrator pursuant to an administration agreement (the “Administration Agreement”). SEI Investments Global Funds Services (the

“Sub-Administrator”)

provides certain outsourced administration and outsourced accounting services for the Company.

The Advisor has engaged StepStone Group Europe Alternative Investments Limited (“SGEAIL” or the

“Sub-Advisor”

and, together with the Advisor, the “Advisor”) to act as the Company’s

sub-advisor

pursuant to a

sub-advisory

agreement by and among the Advisor, SGEAIL, and the Company (the

“Sub-Advisory

Agreement”), to provide certain ongoing,

non-discretionary

investment advice and services to the Advisor in regard to the Advisor’s management of the Company.

The Company is conducting a continuous private offering (the “Private Offering”) of up to $10,000,000,000 of its limited liability company interests (“Shares”) in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, and pursuant to Regulation S under the Securities Act. In connection with the Private Offering, the Company has entered into, and expects to continue to enter into, subscription agreements with investors (each, a “Subscription Agreement”).

The organizational meeting of the Board of Directors (the “Board”) of the Company was held on January 11, 2023. On January 4, 2023, the Advisor contributed $10,000 of capital to the Company in exchange for 400 shares of the Company’s Shares. There were no operations prior to April 3, 2023 (commencement of operations).

2. Significant Accounting Policies

Basis of Accounting

The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946,

Financial Services – Investment Companies

. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. The functional and reporting currency for the Company is the U.S. dollar.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form

10-Q

and Articles 6, 10 and 12 of Regulation

S-X.

The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the full fiscal year.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Basis of Consolidation

As provided under ASC Topic 946 and Regulation

S-X,

the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company has consolidated the results of the Company’s direct and indirect wholly-owned subsidiaries, SPV Facility I LLC (“SPV Facility I”), StepStone Great Lakes SPV Facility II LLC (“SPV Facility II”), Stepstone SPV Facility III LLC

34

(“SPV Facility III”), StepStone SPV Facility IV Intermediate Holdco LLC (“SPV Facility IV Intermediate Holdco”) and Stepstone SPV Facility IV LLC (“SPV Facility IV”) all of which are bankruptcy remote special purpose vehicles (“SPVs”) organized as Delaware limited liability companies. SPV Facility I, SPV Facility II, SPV Facility III, SPV Facility IV Intermediate Holdco and SPV Facility IV were established to be utilized in connection with existing or future secured revolving credit facilities or other secured financing arrangements whereby creditors have a claim on the relevant SPV’s assets prior to those assets becoming available to the Company. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidatio

n.

Fair Value of Investments

The Company applies fair value to its investments in securities of unaffiliated issuers in accordance with ASC Topic 820—

Fair Value Measurement

(“ASC Topic 820”). In accordance with ASC Topic 820, fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.

Fair Value Hierarchy

ASC Topic 820 establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three levels of valuation inputs under ASC Topic 820 are as follows:

• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the measurement date.

• Level 2 – Other significant observable inputs (including quoted prices for similar assets or liabilities, interest rates, prepayment speeds, credit risk, etc.).

• Level 3 – Significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments at the reporting date).

In accordance with ASC Topic 820, investments in private investment companies measured using net asset value (“NAV”) as a practical expedient are not categorized within the fair value hierarchy.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as Level 2 but may be categorized as Level 3 when significant unobservable inputs are also used in measuring fair value. Loan investments priced primarily using internal models with significant unobservable inputs are categorized as Level 3.

Valuation Process and Oversight

Investments are valued at fair value as determined in good faith by the Advisor, subject to the oversight of the Board, based on input from management and independent valuation firms that have been engaged to assist in the valuation of portfolio investments without readily available market quotations. This valuation process is conducted no less frequently than quarterly, at the end of each fiscal quarter.

Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to Rule

2a-5

under the 1940 Act and ASC Topic 820. Pursuant to Rule

2a-5,

the Board has designated the Advisor as the valuation designee for the Company to perform the fair value determinations relating to the value of the Company’s investments. The Advisor may carry out its designated responsibilities as valuation designee through various teams and committees. The Advisor’s valuation policies and procedures govern the Advisor’s selection and application of methodologies for determining and calculating the fair value of Company investments. The Board has approved the Advisor’s valuation procedures for the Company (the “Valuation Procedures”). The Board has ultimate oversight responsibility for pricing the securities held in the Company’s portfolio. Under the Valuation Procedures, the Advisor may value Company portfolio securities for which market quotations are not readily available and other Company assets utilizing inputs from pricing sources, quotation reporting systems, valuation agents and other third-party sources.

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Valuation Procedures

For securities or investments that are quoted, traded or exchanged in an accessible, active market, the value of the asset is determined by multiplying the number of securities held by the quoted market price as of the measurement (or reporting) date. There is no liquidity or restriction discount regardless of ownership structure or the ability to control the sale of the asset.

Short-term debt instruments (such as commercial paper) having a remaining maturity of 60 days or less may be valued at amortized cost, so long as the amortized cost value of such short-term debt instruments is approximately the same as the fair value of the instrument as determined without the use of amortized cost valuation. These securities are categorized as Level 2 or Level 3 of the fair value hierarchy depending on the source of the base price. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant accretion or amortization to maturity, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument.

If a quoted market price is not available or not deemed to be indicative of fair value, the Advisor may elect to obtain broker quotes directly from a broker-dealer or passed through from a third-party vendor. In the event that fair value is based upon a single sourced broker quote, these securities are categorized as Level 3 of the fair value hierarchy. Broker quotes are typically received from established market participants. Although independently received, the Advisor does not have the transparency to view the underlying inputs which support the market quotation. Significant changes in the broker quote would have direct and proportional changes in the fair value of the security.

If the quotations obtained from pricing vendors or brokers are determined to not be reliable or are not readily available, the Company may value such investments using a variety of valuation techniques. For debt investments, the Advisor generally uses a market interest rate yield analysis to determine fair value. To determine fair value using a yield analysis, the expected cash flows are projected based on the contractual terms of the debt security and discounted back to the measurement date based on a market yield. A market yield is determined based upon an assessment of current and expected market yields for similar investments and risk profiles. The Company considers the current contractual interest rate, the expected life and other terms of the investment relative to risk of the company and the specific investment.

In determining the estimated fair value of performing private credit/debt or debt-like securities for which there is no actively traded market, the estimate of fair value will consider such factors as the current market environment relative to that of the investment held, the tenor of maturity date of the investment, the operating performance of the issuer, the concern for maintaining any covenant levels embedded in the instrument, the ability of the issuer to call the security (and the associated redemption price), market interest rate spreads, and the general overall credit quality of the security over the life of the investment.

Each private credit investment was assigned an internal credit rating. The ratings are based on available fundamental information and used in conjunction with market inputs to create an estimate of fair value. For debt investments with higher ratings, no additional steps are taken, but assets with lower internal credit ratings are considered for additional or alternative procedures for obtaining a fair value, which will include, but are not limited to, a review of additional market inputs and performance and other relevant information on comparable assets.

Defaulted private debt/credit positions are valued using several methods including the following: discounting the expected cash flows of the investment; valuing the net assets of the company; reviewing comparable precedent transactions involving similar companies; and using a performance multiple or market-based approach.

For defaulted private debt/credit positions, discounted cash flow valuation uses an internal analysis based on the Advisor’s expectation of future income and expenses, capital structure, exit multiples of a security, and other unobservable inputs which may include contractual and factual loan factors, estimated future payments and credit rating. Generally, an increase in market yields or discount rates or a decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments. These securities are categorized as Level 3 of the fair value hierarchy.

Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a readily available market for the securities existed and the differences could be material.

Revenue Recognition

Securities transactions are recorded as of the trade date for financial reporting purposes. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income, if any, is recorded on the

ex-dividend

date.

Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or are expected to pay in full. For those issuers who are in default or are expected to default, interest is not accrued and is only recognized when received or applied to principal depending upon management’s judgment. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income using the effective interest method.

36

Loans are generally placed on

non-accrual

status when a payment default occurs or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments. The Company will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, the Company remains contractually entitled to this interest. The Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written-off by reversing interest income in the period when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated. None of the Company’s assets in the consolidated financial statements as of June 30, 2024 and December 31, 2023 have defaulted or are on

non-accrual

status.

The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, administration and amendment fees, some of which are paid to the Company on an ongoing basis. These fees, if any, are recognized as earned as a component of “fee income” on the consolidated statement of operations. No such fee income was recorded for the six months ended June 30, 2024.

Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, unamortized syndication fees, unamortized commitment fees and unamortized discounts are recorded as interest income. The Company has not had any prepayments that would result in the foregoing fees for the six months ended June 30, 2024.

The Company may have investments that contain

payment-in-kind

(“PIK”) provisions. PIK income, computed at the contractual rate specified in the Company investment agreement, is added to the principal balance of the investment and collected upon repayment of the outstanding principal, and recorded as interest income on the consolidated statement of operations. The Company prospectively ceases recognition of PIK income and the associated principal balance if such amounts and balances are deemed to be doubtful of collection. For investments with PIK income, the Company calculates income accruals based on the principal balance including any PIK.

When a PIK investment is placed on

non-accrual

status, the accrued, uncapitalized interest is reversed through interest income. To maintain the Company’s status as a RIC, this

non-cash

source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Debt Issuance Costs

Debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized over each instrument’s term. Unamortized debt issuance costs related to any notes are presented net against the outstanding lines of credit balance on the Consolidated Statements of Assets and Liabilities.

Organizational Costs

Organizational costs are expensed as incurred and are subject to the Amended Expense Limitation Agreement, discussed below. The Company had no obligation to reimburse or pay the Advisor for any payments of organizational costs made by the Advisor until the Company had received at least $100 million in gross proceeds from the issuance and sale of Shares, excluding Shares purchased by the Advisor and by the Company’s directors and officers. Following such time, such organizational cost payments shall be subject to recoupment by the Advisor to the extent that such recoupment would not cause the Company to exceed the expense cap as outlined in the Amended Expense Limitation Agreement. During 2023, the Company received over $100 million in gross proceeds from the issuance and sale of Shares. Any Expense Payments (as defined below) will be subject to recoupment by the Advisor in accordance with the below-described limitations and provisions to the extent that such recoupment would not cause the Company to exceed the Expense Cap.

Expense Limitation and Reimbursement Agreement

Refer to Note 3 in these consolidated financial statements for information regarding the Amended Expense Limitation Agreement. The Company will accrue for recoupment payments to the Advisor subject to terms of the Amended Expense Limitation Agreement when such recoupment is determined to be probable and reasonably estimable.

Cash and Cash Equivalents, including Restricted Cash and Restricted Cash Equivalents

Cash and cash equivalents consist of highly liquid investments. Cash equivalents are categorized as Level 1 of the fair value hierarchy. Custodian balances are insured up to $250,000 by the Federal Deposit Insurance Corporation.

37

Restricted cash and restricted cash equivalents include amounts that are collected and are held in connection with assets securing certain of the Company’s financing transactions. Restricted cash and restricted cash equivalents are restricted for payment of interest expense and principal on the outstanding borrowings or reinvestment into new asse

ts

.

Income Taxes

The Company intends to elect to be treated as a RIC under the Code and intends each year to qualify and be eligible to be treated as such, so that it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or long-term capital gains, that are distributed (or deemed distributed, as described below) to shareholders. In order to qualify and be eligible for such treatment, the Company must meet certain asset diversification tests, derive at least 90% of its gross income for such year from certain types of qualifying income, and distribute to its shareholders at least 90% of its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses).

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the

one-year

period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three and six months ended June 30, 2024, the Company did not incur any excise tax.

The Company’s investment strategy will potentially be limited by its intention to continue qualifying for treatment as a RIC and can limit the Company’s ability to continue qualifying as such. An adverse determination or future guidance by the IRS or a change in law might affect the Company’s ability to qualify or be eligible for such treatment.

If, in any year, the Company were to fail to qualify for treatment as a RIC under the Code and were ineligible to or did not otherwise cure such failure, the Company would be subject to tax on its taxable income at corporate rates and, when such income is distributed, shareholders would be subject to further tax on such distributions to the extent of the Company’s current or accumulated earnings and profits.

The Company accounts for income taxes in conformity with ASC Topic 740—

Income Taxes

(“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are

“more-likely-than-not”

to be sustained by the applicable tax authority. Tax positions deemed to meet the

more-likely-than-not

threshold that would result in a tax benefit or expense to the Company would be recorded as a tax benefit or expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through June 30, 2024 and December 31, 2023. During the three and six months ended June 30, 2024, the Company did not incur any interest or penalties.

The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.

Distributions

Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from U.S. GAAP. Differences between tax regulations and U.S. GAAP may cause timing differences between income and capital gain recognition. Further, the character of income and capital gains may be different for U.S. federal income tax compared to U.S. GAAP. As a result, income distributions and capital gain distributions declared during a fiscal period may differ significantly from the net investment income (loss) and realized gains (losses) reported on the Company’s consolidated financial statements presented under U.S. GAAP.

Distributions to shareholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.

The Company has adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless shareholders elect to “opt out” of the DRIP, shareholders will have their cash dividends or distributions automatically reinvested in additional Shares, rather than receiving cash. Shareholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those shareholders will not receive cash with which to pay any applicable taxes.

38

New Accounting Pronouncement

In November 2023, the FASB issued ASU

No. 2023-07,

Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim period within fiscal years beginning after December 15, 2024. The Company does not expect this guidance to materially impact its consolidated financial statements.

3. Related Party Transactions

Initial Portfolio

On April 3, 2023, shortly prior to the Company’s election to be regulated as a BDC, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, the Company commenced investment operations and, through its wholly-owned subsidiary, SPV Facility I, acquired from an affiliated fund managed by SGEAIL (the “Seller”), a select portfolio of first lien, senior secured private credit investments (“Private Credit”) in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”). The Company used the proceeds from the initial closing (the “Initial Closing”) of the Private Offering, in connection with which the Company received approximately $18.5 million of gross proceeds, along with borrowings under the MassMutual SPV I Facility, as defined below, to purchase the Initial Portfolio. SPV Facility I purchased the Initial Portfolio pursuant to the terms of a Participation and Assignment Agreement by and between SPV Facility I and the Seller (the “Initial Portfolio Transfer Agreement”).

The Initial Portfolio was comprised of U.S. dollar-denominated investments that the Company believes reflected attractive spreads and fundamentals as compared to the broader direct lending market and provided the Company with a sound foundation for the start of its business. The investments and unfunded obligations in the Initial Portfolio were consistent with the Company’s investment objectives and the investment requirements set forth under the 1940 Act.

The aggregate purchase price (the “Purchase Price”) for the Initial Portfolio was $37.4 million, which was equal to the sum of the fair values of each asset and unfunded commitment in the Initial Portfolio as of the time immediately prior to closing under the Initial Portfolio Transfer Agreement. For purposes of determining the Purchase Price, the assets and unfunded commitments in the Initial Portfolio were valued as of February 28, 2023 by an independent third-party valuation firm. In connection with the closing under the Initial Portfolio Transfer Agreement and the acquisition of the Initial Portfolio, the Advisor conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio since February 28, 2023 and adjusted the Purchase Price in accordance with the terms of the Initial Portfolio Transfer Agreement to reflect the fair value of the investments and obligations in the Initial Portfolio as of the time immediately prior to closing under the Initial Portfolio Transfer Agreement.

Advisory Agreement

Pursuant to the terms of the Advisory Agreement, the Advisor manages the Company’s

day-to-day

operations and provides the Company with investment advisory and management services. The Advisor is a wholly-owned subsidiary of Swiss Capital Alternative Investments AG, which is a member of the StepStone Group LP (“StepStone Group”). StepStone Group makes certain personnel and resources available to the Advisor pursuant to the terms of a resource sharing agreement (the “Resource Sharing Agreement”).

Under the Advisory Agreement, the Company will pay the Advisor fees for investment management services consisting of a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”).

Any of the fees payable to the Advisor under the Advisory Agreement for any partial month or calendar quarter is appropriately prorated. The Advisor may agree to temporarily defer or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee. Any portion of a deferred fee payable to the Advisor and not paid over to the Advisor with respect to any month, calendar quarter or year shall be deferred without interest and may be paid over in any such other month prior to the termination of Advisory Agreement, as the Advisor may determine upon written notice to the Company.

The Base Management Fee is payable monthly in arrears at an annual rate of 1.00% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable month, commencing with the first calendar day of the first full calendar month following the date of the Company’s election to be treated as a BDC under the 1940 Act. For purposes of the Advisory Agreement, the value of the Company’s “net assets” means the Company’s total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP. All or any part of the Base Management Fee not taken as to any month will be deferred without interest and may be taken in such other month as the Advisor determines.

For the three and six months ended June 30, 2024, the Company incurred a Base Management Fee of $1,277,204 and $2,260,393, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Advisor permanently waived the Base Management Fee.

39

The Incentive Fee consists of two components: an income-based incentive fee and a capital gains-based incentive fee, that are independent of each other, with the result that one component may be payable even if the other is not.

The first part of the Incentive Fee, referred to as the “Income Incentive Fee,” is calculated and payable quarterly in arrears based on the Company’s

“Pre-Incentive

Fee Net Investment Income” for the immediately preceding quarter. The payment of the Income Incentive Fee is subject to a quarterly hurdle rate, expressed as a rate of return on the value of the Company’s net assets at the end of the most recently completed calendar quarter, of 1.25% (5.0% annualized) (the “Hurdle Rate”), subject to a “catch up” feature (as described below).

For this purpose,

“Pre-Incentive

Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance) such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company (or its wholly-owned subsidiaries) receives from portfolio companies) accrued during the calendar quarter, minus the Company’s and its subsidiaries’ operating expenses for the quarter (including the Base Management Fee, expenses and fees paid to the Advisor under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee and any shareholder servicing and/or distribution fees), net of any expense waivers or expense payments by the Advisor.

Pre-Incentive

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

payment-in-kind

interest and

zero-coupon

securities), accrued income that the Company has not yet received in cash.

Pre-Incentive

Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Income Incentive Fee for each quarter is as follows:

• No Income Incentive Fee will be payable to the Advisor in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;

• 100% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but is less than or equal to 1.3514% in any calendar quarter (5.4056% annualized) will be payable to the Advisor. This portion of the Company’s Income Incentive Fee that exceeds the Hurdle Rate but is less than or equal to 1.3514% is referred to as the “catch up” and is intended to provide the Advisor with an Incentive Fee of 7.5% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.3514% (5.4056% annualized) on net assets in any calendar quarter; and

• 7.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.3514% (5.4056% annualized) on net assets in any calendar quarter will be payable to the Advisor once the Hurdle Rate and catch-up have been achieved (7.5% of the Company’s Pre-Incentive Fee Net Investment Income thereafter will be allocated to the Advisor).

For the three and six months ended June 30, 2024, the Company incurred Income Incentive Fee of $1,122,558 and $1,960,084, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Advisor permanently waived the Income Incentive Fee.

The second part of the Incentive Fee, referred to as the “Capital Gains-Based Incentive Fee,” is an incentive fee on capital gains and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement). This fee will equal 7.5% of the Company’s incentive fee capital gains, which will equal the Company’s realized capital gains on a cumulative basis from the effective date of the Advisory Agreement, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from effective date of the Advisory Agreement, less the aggregate amount of any previously paid Capital Gains-Based Incentive Fee.

The Capital Gains-Based Incentive Fee is subject to calculation under the Advisory Agreement and under U.S. GAAP (i.e., assuming hypothetical liquidation). The U.S. GAAP calculation is computed based on realized gains and unrealized gains, net of realized and unrealized losses.

Each year, the fee paid for the Capital Gains-Based Incentive Fee is net of the aggregate amount of any previously paid Capital Gains-Based Incentive Fee for all prior periods. The Company will accrue, but will not pay, a Capital Gains-Based Incentive Fee with respect to unrealized appreciation because a Capital Gains-Based Incentive Fee would be owed to the Advisor if the Company were to sell the relevant investment and realize a capital gain.

For the three and six months ended June 30, 2024, the Company accrued a Capital Gains-Based Incentive Fee of $(22,305) and $12,893, respectively, under U.S. GAAP. For the period from April 3, 2023 (commencement of operations) to June 30, 2023,

no

Capital Gains-Based Incentive Fee was accrued.

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Administration Agreement

The Advisor also serves as the Company’s administrator pursuant to the Administration Agreement and performs certain administrative, accounting and other services for the Company. In consideration of these administrative services, the Company pays the Advisor the administration fee (the “Administration Fee”) in an amount up to 0.30% on an annualized basis of the Company’s net assets. The Administration Fee is calculated based on the Company’s

month-end

net NAV (as of the close of business on the last calendar day of the applicable month) and is payable monthly in arrears. The Administration Fee is an expense paid out of the Company’s net assets.

For the three and six months ended June 30, 2024, the Company incurred an Administration Fee of $385,420 and $681,874, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Company incurred an Administration Fee of $40,824.

Expense Limitation and Reimbursement Agreement

The Company entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Advisor for an initial

one-year

term beginning on the initial closing date for subscriptions, April 3, 2023, for Shares and ending on the

one-year

anniversary thereof (the “Limitation Period”) subject to annual renewal by the mutual agreement of the Advisor and the Company. On November 8, 2023, the Company and the Advisor amended and restated the Expense Limitation Agreement (the “Amended Expense Limitation Agreement”). Under the Amended Expense Limitation Agreement, which is in effect for the same Limitation Period, unless extended by the Company and the Advisor pursuant to its terms, the Advisor agrees that it will pay, absorb or reimburse the Company’s aggregate monthly Other Operating Expenses (as defined below) on the Company’s behalf (which, for the avoidance of doubt, may include any Other Operating Expenses incurred prior to the effective date of the Advisory Agreement) (each such payment, absorption or reimbursement, a “Required Expense Payment”), such that the aggregate monthly Other Operating Expenses borne by the Company during the Limitation Period shall not exceed 1.00%, on an annualized basis, of the Company’s

month-end

net assets (the “Expense Cap”). For any month in which the Company’s aggregate monthly Other Operating Expenses exceed the Expense Cap, the Advisor shall make a Required Expense Payment to the extent necessary to eliminate such excess. The Advisor may also directly pay expenses on behalf of the Company and waive reimbursement under the Amended Expense Limitation Agreement. “Other Operating Expenses” shall include all of the Company’s operating expenses, including O&O Expenses, but shall exclude Specified Expenses (as defined below). “O&O Expenses” shall include all of the fees, costs, charges, expenses, liabilities and obligations incurred in relation to or in connection with the establishment of the Company, the marketing and offering of the Shares (including, among other things, legal, accounting, subscription processing and filing fees and expenses and other expenses pertaining to this offering), and the establishment, organization and creation of the operational structure of the Company and its special purpose vehicle subsidiaries, including travel, lodging, meals, entertainment, legal, accounting, regulatory compliance, fees of professional advisors, printing, postage, regulatory and tax filing fees, and other costs of establishment.

Voluntary Expense Support

. At such times as the Advisor determines, the Advisor may also elect to pay or reimburse certain additional fees and expenses of the Company on the Company’s behalf, including all or any portion of a Specified Expense (each such payment or reimbursement, a “Voluntary Expense Payment” and, together with a Required Expense Payment, the “Expense Payments”); provided that no portion of a Voluntary Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company. In making a Voluntary Expense Payment, the Advisor will designate, as it deems necessary or advisable, what type of expense it is paying.

Company Obligation

. The Company had no obligation to reimburse or pay the Advisor for any Expense Payment until the Company received at least $100 million in gross proceeds from the sale of Shares in the agreement (the “Offering Proceeds Threshold”), following which time, such Expense Payments were subject to recoupment by the Advisor in accordance with Excess Expensesbelow to the extent that such recoupment would not cause the Company to exceed the Expense Cap. Calculation of the Offering Proceeds Threshold shall exclude gross proceeds from Shares in the agreement purchased by the Advisor and by the Company’s directors and officers.

Specified Expenses

. The Expense Cap applies only to the Company’s aggregate monthly Other Operating Expenses, which excludes Specified Expenses. “Specified Expenses” include: (i) the base management fee under the Advisory Agreement; (ii) all fees and expenses charged by the

non-affiliated

investment managers of the Underlying Funds and other investments in which the Company invests (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or structured); (iii) the incentive fee under the Advisory Agreement; (iv) transactional costs and expenses associated with the acquisition and disposition of the Company’s investments (whether or not consummated), including due diligence costs, legal costs and brokerage commissions, and sourcing and servicing or related fees incurred by the Company in connection with the servicing by

non-affiliated

third parties of, and other related administrative services provided by

non-affiliated

third parties with respect to, the Company’s investments; (v) interest payments incurred on borrowings by the Company or its subsidiaries; (vi) fees and expenses incurred in connection with any credit facility obtained by the Company or any of its subsidiaries, including any expenses for acquiring ratings related to the credit facilities; (vii) distribution and shareholder servicing fees, as applicable; (viii) taxes; and (ix) extraordinary expenses resulting from events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses, and expenses in connection with holding and/or soliciting proxies for all annual and other meetings of the Company’s shareholders.

41

Term

. The Amended Expense Limitation Agreement will remain in effect throughout the Limitation Period (including any extensions thereof), unless terminated by the Company’s Board of Directors upon thirty (30) days written notice to the Advisor.

The Amended Expense Limitation Agreement may be renewed by the mutual agreement of the Advisor and the Company for successive terms of one year. Unless so renewed, it will terminate automatically at the end of the Limitation Period. The Amended Expense Limitation Agreement will also terminate automatically upon the termination of the Advisory Agreement, unless a new investment advisory agreement with the Advisor (or with an affiliate under common control with the Advisor) becomes effective upon such termination. The Limitation Period under the Amended Limitation Agreement was most recently extended in March 2024 for an additional

one-year

term, ending on April 3, 2025.

Excess Expenses

. If the Other Operating Expenses for any month exceed the Expense Cap, the Advisor will waive the Base Management Fee, Incentive Fee and/or reimburse the Company for expenses to the extent necessary to eliminate such excess. Under the Amended Expense Limitation Agreement, the Company has agreed to carry forward the amount of any Expense Payment made by the Advisor (“Excess Expenses”) for a period not to exceed three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Advisor, and to reimburse the Advisor in the amount of such Excess Expenses (other than Excess Expenses attributable to Specified Expenses) as promptly as possible, on a monthly basis, even if such reimbursement occurs after the termination of the Limitation Period, provided that the Other Operating Expenses have fallen to a level below the Expense Cap and such reimbursement amount does not raise the level of waived fees, reimbursed expenses or directly paid expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap applicable at that time. Subject to the limitations set forth in the Amended Expense Limitation Agreement, the Company shall be obligated to reimburse or pay the Advisor for all or any portion of the Excess Expenses attributable to Specified Expenses upon receiving a written request from the Advisor for recoupment (which request may be for all or any portion of such Excess Expenses attributable to Specified Expenses), regardless of whether the Other Operating Expenses have fallen to a level below the Expense Cap.

For the avoidance of doubt, if at the end of any fiscal year in which the Company has reimbursed the Advisor for any Excess Expenses, the Other Operating Expenses for such fiscal year exceed the Expense Cap applicable at that time, the Advisor shall promptly pay the Company an amount equal to the lesser of: (i) the amount by which the Other Operating Expenses for such fiscal year exceed the Expense Cap; and (ii) the amount of reimbursements for Excess Expenses (other than Excess Expenses attributable to Specified Expenses) paid by the Company to the Advisor in such fiscal year. Any payment by the Advisor to the Company pursuant to the foregoing sentence shall be subject to later reimbursement by the Company in accordance with the terms of the Amended Expense Limitation Agreement.

For the period from April 3, 2023 (commencement of operations) to December 31, 2023, the Advisor incurred Other Operating Expenses of $1,075,628, and organizational costs of $1,296,462, on behalf of the Company, all subject to recoupment pursuant to the terms of the Amended Expense Limitation Agreement. For the three and six months ended June 30, 2024, the Company made

recoupment payments

to the Advisor of $164,211 and $139,854 (net of $24,357 of expenses the Advisor incurred on behalf of the Company), respectively. See Note 8 for further information, including the balance of amounts subject to recoupment payments to be made by the Company to the Advisor as of June 30, 2024 and as of December 31, 2023.

Other Related Party Transactions

During the three and six months ended June 30, 2024, StepStone Private Credit Fund SP, a segregated portfolio (the “Segregated Portfolio”) of StepStone Private Credit Platform (Cayman) SPC, a Cayman Islands exempted company with limited liability and registered with the Cayman Islands Monetary Authority as a segregated portfolio company, who shares the same investment advisor as the Company, purchased 4,710,835 and 8,073,303, respectively, Shares from the Company in exchange for aggregate proceeds totaling $122,882,899 and $210,407,899, respectively. For the three and six months ended June 30, 2024, the Segregated Portfolio

received

279,375

and

534,465

, respectively, of Shares in

connection with reinvestments under the Company’s DRIP, which Shares

represented cash distributions in amounts equal to

$7,214,870 and $13,781,759, respectively. As of June 30, 2024 and December 31, 2023, the Segregated Portfolio owns $553,168,545 and $329,059,895, respectively, or 99.4% and 98.7%, respectively, of the outstanding Shares that are held indirectly through the Segregated Portfolio.

4. Borrowings

MassMutual SPV I Facility

On April 3, 2023, in connection with the acquisition of the Initial Portfolio, the Company, through SPV Facility I as borrower, entered into a Loan and Security Agreement (the “MassMutual SPV I Facility”) with Massachusetts Mutual Life Insurance Company (“MassMutual”), as the administrative agent and facility servicer, and the lenders party thereto from time to time.

Under the MassMutual SPV I Facility, the lenders made initial commitments of $200,000,000. On September 26, 2023, SPV Facility I and MassMutual amended the MassMutual SPV I Facility (the “MassMutual First Amendment”). The MassMutual First Amendment, among other things, increased the aggregate commitments by the lenders to $250,000,000. Borrowings under the MassMutual SPV I Facility will generally bear interest at a rate per annum equal to

3-Month

Term SOFR plus a margin of 3.25%, with a 1.0% floor on

42

Term SOFR. The MassMutual SPV I Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility I and a pledge over 100% of the Company’s equity interest in SPV Facility I. The MassMutual SPV I Facility requires payment of (a) a

non-use

fee during the

18-month

availability period of 0.40% on the difference between the average daily outstanding balance under the facility relative to the maximum amount of commitments at such time, and (b) after the

18-month

availability period until the stated maturity date, a utilization fee equal to the positive difference, if any, in respect of any period between (i) the amount of interest that would have accrued under the MassMutual SPV I Facility if the principal outstanding thereunder were equal to 75% of the maximum commitment amount in that period, and (ii) the amount of interest that actually accrued under the MassMutual SPV I Facility for such period on the loans advanced thereunder. The Advisor paid, on the Company’s behalf, a customary upfront 1.25% commitment fee in connection with the MassMutual SPV I Facility, which amount was subject to reimbursement by the Company under the Amended Expense Limitation Agreement.

The MassMutual SPV I Facility matures on March 31, 2033, unless sooner terminated in accordance with its terms.

As of June 30, 2024 and December 31, 2023, the Company had an outstanding principal balance under the MassMutual SPV I Facility of $134,000,000 and $154,500,000, respectively. For the three and six months ended June 30, 2024, the Company’s borrowings under the MassMutual SPV I Facility bore interest at a weighted average interest rate of 8.60% and 8.61%, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Company’s borrowings under the MassMutual SPV I Facility bore interest at a weighted average interest rate of 8.50%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the MassMutual SPV I Facility were $139,164,835 and $147,340,659, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the daily average amount of outstanding borrowings under the MassMutual SPV I Facility was $22,283,708.

BMO SPV II Credit Facility

On May 1, 2023, the Company, through SPV Facility II as borrower, entered into a Loan and Security Agreement (the “BMO Loan and Security Agreement”) with Bank of Montreal, a (“BMO”), as the administrative agent, as collateral agent, and as a lender, and the other lenders party thereto from time to time, to provide SPV Facility II with a revolving credit facility (the “BMO SPV II Credit Facility”). BMO had made an initial commitment of $81,250,000 under the BMO SPV II Credit Facility, with an accordion provision to permit increases to the total facility amount up to $100,000,000, subject to satisfaction of certain conditions. On July 3, 2023, SPV Facility II and BMO entered into an amendment (the “BMO First Amendment”) to the BMO Loan and Security Agreement. The BMO First Amendment provides for, among other things, (1) a funded amount from the lenders of $100,750,000 as of the amendment effective date and (2) an increase in the maximum total commitments of the lenders under the accordion provision in the BMO Loan and Security Agreement to $125,000,000. Borrowings under the BMO SPV II Credit Facility generally bear interest at a rate per annum equal to

3-Month Term

 SOFR plus a margin of 2.50% (subject to credit spread adjustments based on the weighted average spread of certain loan assets). The BMO SPV II Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility II and a pledge over 100% of the Company’s equity interest in SPV Facility II.

The BMO SPV II Credit Facility matures on

May 1, 2030

, unless sooner terminated in accordance with its terms.

As of June 30, 2024 and December 31, 2023, the Company had an outstanding principal balance under the BMO SPV II Credit Facility of $100,670,535 and $93,870,535, respectively, in connection with investments purchased through participation agreements from BMO. For the three and six months ended June 30, 2024, the Company’s borrowings under the BMO SPV II Credit Facility bore interest at a weighted average interest rate of 7.81% and 7.82%, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Company’s borrowings under the BMO SPV II Credit Facility bore interest at a weighted average interest rate of 7.55%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the BMO SPV II Credit Facility were $101,527,678 and $98,714,491, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the daily average amount of outstanding borrowings under the BMO SPV II Credit Facility was $77,137,728.

Wells Fargo SPV III Credit Facility

On December 1, 2023, the Company, through SPV Facility III as borrower, entered into a Loan and Security Agreement (the “Wells Fargo Loan and Security Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as the administrative agent, UMB Bank, National Association, as the collateral agent, and the lenders party thereto from time to time, to provide SPV Facility III with a revolving credit facility (the “Wells Fargo SPV III Credit Facility”). The lenders have made aggregate commitments of $250,000,000 under the Wells Fargo SPV III Credit Facility.

Borrowings under the Wells Fargo SPV III Credit Facility will generally bear interest at a rate per annum equal to Daily Simple SOFR plus a margin of 2.65%, with a 0.0% floor on Daily Simple SOFR. Amounts available for borrowing under the Wells Fargo SPV III Credit Facility are subject to a borrowing base that applies different advance rates to different types of assets held by SPV Facility III and are subject to limitations with respect to the loans securing the Wells Fargo SPV III Credit Facility, which may affect the borrowing base and therefore amounts available to borrow under the Wells Fargo SPV III Credit Facility. The Wells Fargo SPV III Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility III and a pledge over 100% of the Company’s equity interest in SPV Facility III.

43

In connection with the Wells Fargo SPV III Credit Facility, SPV Facility III is required to pay a non-use fee equal to, during the first six months of the availability period,

 0.50%

multiplied by the unutilized portion of the total commitments available under the Wells Fargo SPV III Credit Facility. After the first six months of the availability period, SPV Facility III is subject to a non-usage fee of 0.5% on any undrawn amount that is less than or equal to 35% of the total commitments, as well as a non-usage fee of 2% of the difference between

 65%

of the total commitments available and the effective drawn amount in the event that SPV Facility III draws on less than 65% of total commitments available under the Wells Fargo SPV III Credit Facility.

The reinvestment period end date (after which no borrowings may be drawn under the Wells Fargo SPV III Credit Facility) and the maturity date under the Wells Fargo SPV III Credit Facility are scheduled for December 1, 2026 and December 1, 2028, respectively, unless the Wells Fargo Loan and Security Agreement is sooner terminated in accordance with its terms.

As of June 20, 2024, the Company had an outstanding principal balance under the Wells Fargo SPV III Credit Facility of $163,000,000. As of December 31, 2023, the Company had

no

outstanding principal balance under the Wells Fargo SPV III Credit Facility. For the period from April 3, 2023 (commencement of operations) to December 31, 2023, the Company had no borrowing activity under the Wells Fargo SPV III Credit Facility. For the three and six months ended June 30, 2024, the Company’s borrowings under the Wells Fargo SPV III Credit Facility bore interest at a weighted average interest rate of 7.97%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the Wells Fargo SPV III Credit Facility was $130,681,319 and $103,016,667,

respectively.

Effective April 19, 2024, the Company, through its subsidiary SPV Facility IV, may from time-to-time purchase or originate loans and sell a participation in all or a portion of such loans to Macquarie Bank Limited and its affiliates, and concurrently with entering in to such participation arrangement, agree to repurchase, or otherwise pay for the termination of, such participation arrangement. The Company and SPV Facility IV may collectively have obligations to repurchase assets arising from such transactions that collectively have an aggregate principal amount at any one time outstanding of up to $150,000,000. In connection therewith, for repurchase transactions entered into by the Company, certain affiliates of Atalaya Capital Management LP will guarantee such repurchase transactions in an aggregate principal amount at any time outstanding not to exceed $100,000,000 subject to certain terms and conditions. For the three months ended June 30, 2024, the Company had no borrowing activity with Macquarie Bank Limited.

For the six months ended June 30, 2024, the Company’s aggregate weighted average interest rate under the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility (the “Lines of Credit”) amounted to 8.32%. The Company’s aggregate daily average amount of borrowings under the Lines of Credit for the six months ended June 30, 2024 amounted to $347,939,766.

The following table provides a summary of the interest expense incurred by the Company for the noted periods:

			For the Period from
			April 3, 2023
			(commencement
	Three Months Ended		of operations) to		Six Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024
Coupon Interest	$	7,868,134	$	1,603,075	$	15,099,348
Amoritization of debt issuance costs		332,163		—		632,411
Total	$	8,200,297	$	1,603,075	$	15,731,759

The Lines of Credit each include customary affirmative and negative covenants, including financial covenants requiring the Company to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

5. Investments

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. The 1940 Act classifies investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be

“non-controlled”

when the Company owns 25% or less of the portfolio company’s voting securities and “controlled” when the Company owns more than 25% of the portfolio company’s voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The 1940 Act also classifies investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as

“non-affiliated”

when the Company owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities (and is not otherwise “controlled”). Under the 1940 Act,

“non-affiliated

investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s

non-controlled,

non-affiliated;

non-controlled,

affiliated; and controlled investments is contained in the consolidated financial statements, including the Consolidated Schedules of Investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are

non-controlled,

non-affiliated;

non-controlled,

affiliated; or controlled investments.

44

Direct Loans

The Company’s direct loans primarily include secured debt (including first lien senior secured and second lien senior secured), but may also include unsecured debt (including senior unsecured and subordinated debt) and mezzanine loans, as well as broadly syndicated loans and club deals (generally investments made by a small group of investment firms). First lien senior secured debt has first claim to any underlying collateral of a loan, second lien senior secured is secured but subordinated in payment and/or lower in lien priority to first lien holders, and unitranche loans are secured loans that combine both senior and subordinated debt into one tranche of debt, generally in a first lien position. In connection with a direct loan, the Company may receive

non-cash

income features, including PIK interest and OID.

Collateralized Loan Obligation – Warehouses

A Collateralized Loan Obligation Warehouse (“CLO Warehouse”) is an entity organized for the purpose of holding syndicated bank loans, also known as leveraged loans, prior to the issuance of securities from that same vehicle. During the warehouse period, a CLO Warehouse will secure investments and build a portfolio of primarily leveraged loans and other debt obligations. The warehouse period terminates when the collateralized loan obligation vehicle issues various tranches of securities to the market. At this time, financing through the issuance of debt and equity securities is used to repay the bank financing.

The fair value of a CLO Warehouse is determined by adding the excess spread (accrued interest plus interest received less financing cost) to the CLO Warehouse equity contribution made by the Company, discounted to present value, unless the Advisor determines that the securitization will not be achieved, in which case, the fair value of a CLO Warehouse will be established based on the fair value of the underlying bank loan positions which are valued in a manner consistent with the Advisor’s valuation policy and procedures. CLO warehouses can be exposed to credit events, mark to market changes, rating agency downgrades and financing cost changes. Changes in the fair value of a CLO Warehouse are reported in net change in unrealized appreciation (depreciation) from investments in securities of unaffiliated issuers in the Consolidated Statements of Operations.

Private Equity Funds

Private equity funds are investment funds that invest in or acquire

non-marketable

limited partnership or limited liability company interests. Investments in private equity funds are reported in the Consolidated Statements of Assets and Liabilities generally equal to the Company’s proportionate share of the fair value of the net assets of the private equity funds, as represented by its reported capital account balance provided by the general partner or investment manager of the private equity funds.

Private equity funds normally do not have readily available market prices and therefore will be fair valued according to the Valuation Procedures at each determination date. Ordinarily, the fair value of the Company’s investment in a private equity fund is based on the NAV of the investment reported by its investment manager (“Investment Manager”). If the Advisor determines that the most recent NAV reported by the Investment Manager does not represent fair value or if the Investment Manager fails to report a NAV to the Company, a fair value determination is made by the Advisor in accordance with the Valuation Procedures. In making that determination, the Advisor will consider whether it is appropriate, in light of all relevant circumstances, to value such investment at the NAV last reported by its Investment Manager, or whether to adjust such NAV to reflect a premium or discount (adjusted NAV). The NAVs or adjusted NAVs are net of management fees and performance/incentive fees (carried interest) payable by the private equity fund investees pursuant to their respective organizational documents.

Cost represents capital contributions made by the Company, less return of capital proceeds received from such private equity funds. As of June 30, 2024 and December 31, 2023, the Company had remaining unfunded commitments of $17,046,061 and $0, respectively, to private equity funds.

The value assigned to the investments in private equity funds is based on available information and does not necessarily represent amounts that might be realized, since such amounts depend on future circumstances and cannot reasonably be determined until the underlying investments are actually liquidated. The capital account value in the private equity funds, as reported, may be adjusted to reflect the Advisor’s estimate of fair value. In determining whether valuation adjustments are appropriate, factors assessed include but are not limited to, reviewing the private equity funds’ compliance with U.S. GAAP and valuation procedures in place, current performance and market conditions. The Advisor will consider such information and consider whether it is appropriate, in light of all relevant circumstances, to value the private equity funds at their capital account balance as reported, or adjust such value. NAV as a practical expedient will not be used if it is probable that the Company will sell a portion of its investment at an amount different from NAV.

In determining fair values, the Advisor has, as a practical expedient, estimated fair value of the private equity funds within its scope using the NAV (or its equivalent) as of the reporting measurement date, as further discussed under “Fair Value Measurements.” The Advisor’s estimates of fair value may differ from the fair value that would have been used had a readily market existed for the investments, and such differences could be material.

45

Investments at fair value and cost consisted of the following as of June 30, 2024:

	June 30, 2024
			% of Total					% of Total
	Cost		Investments			Fair Value		Investments			% of Net Assets
First Lien Senior Secured	$	918,845,822		97.51	%	$	917,963,022		97.52	%		164.94	%
Second Lien Senior Secured		4,448,206		0.47	%		4,462,150		0.47	%		0.80	%
Private Equity Funds		19,010,453		2.02	%		18,904,263		2.01	%		3.40	%
Total investments	$	942,304,481		100.00	%	$	941,329,435		100.00	%		169.14	%

Investments at fair value and cost consisted of the following as of December 31, 2023:

	December 31, 2023
	Amortized		% of Total					% of Total
	Cost		Investments			Fair Value		Investments			% of Net Assets
First Lien Senior Secured	$	532,363,603		94.03	%	$	531,616,973		94.03	%		159.46	%
Second Lien Senior Secured		4,469,481		0.79	%		4,493,852		0.79	%		1.35	%
CLO Warehouse		29,250,000		5.17	%		29,250,000		5.17	%		8.77	%
Total investments	$	566,083,084		99.99	%	$	565,360,825		100.00	%		169.58	%

The industry composition of investments as a percentage of total investments based on cost and fair value and as a percentage of net assets based on fair value as of June 30, 2024 and December 31, 2023 was as follows:

	June 30, 2024									December 31, 2023
	% of Total			% of Total			% of			% of Total			% of Total			% of
	Investments			Investments			Net Assets			Investments			Investments			Net Assets
	Based on			Based on			Based on			Based on			Based on			Based on
	Cost			Fair Value			Fair Value			Amortized Cost			Fair Value			Fair Value
Advertising		0.52	%		0.52	%		0.88	%		0.86	%		0.87	%		1.47	%
Aerospace & Defense		1.10	%		1.10	%		1.87	%		1.75	%		1.75	%		2.98	%
Air Freight & Logistics		1.54	%		1.49	%		2.51	%		1.73	%		1.67	%		2.82	%

46

	June 30, 2024									December 31, 2023
	% of Total			% of Total			% of			% of Total			% of Total			% of
	Investments			Investments			Net Assets			Investments			Investments			Net Assets
	Based on			Based on			Based on			Based on			Based on			Based on
	Cost			Fair Value			Fair Value			Amortized Cost			Fair Value			Fair Value
Alternative Carriers		0.53	%		0.51	%		0.86	%		0.88	%		0.88	%		1.50	%
Application Software		5.43	%		5.46	%		9.23	%		4.49	%		4.50	%		7.62	%
Asset Management & Custody Banks		5.07	%		5.06	%		8.57	%		6.61	%		6.62	%		11.22	%
Auto Parts & Equipment		2.45	%		2.45	%		4.15	%		1.21	%		1.22	%		2.06	%
Automobile Manufacturers		0.52	%		0.53	%		0.89	%		0.88	%		0.88	%		1.49	%
Building Products		1.23	%		1.23	%		2.07	%		1.78	%		1.79	%		3.03	%
Commodity Chemicals		0.52	%		0.52	%		0.89	%		0.87	%		0.87	%		1.47	%
Construction & Engineering		6.45	%		6.47	%		10.95	%		3.44	%		3.45	%		5.84	%
Construction Materials		0.65	%		0.65	%		1.10	%		1.10	%		1.10	%		1.85	%
Consumer Electronics		0.63	%		0.63	%		1.07	%		0.00	%		0.00	%		0.00	%
Data Processing & Outsourced Services		0.34	%		0.35	%		0.58	%		0.49	%		0.49	%		0.82	%
Distributors		0.46	%		0.45	%		0.77	%		0.68	%		0.68	%		1.15	%
Diversified Chemicals		1.25	%		1.24	%		2.09	%		0.87	%		0.87	%		1.47	%
Diversified Support Services		4.02	%		3.99	%		6.78	%		5.26	%		5.28	%		8.95	%
Education Services		0.63	%		0.63	%		1.07	%		0.87	%		0.87	%		1.48	%
Electric Utilities		0.63	%		0.63	%		1.06	%		0.00	%		0.00	%		0.00	%
Electrical Components & Equipment		0.56	%		0.56	%		0.95	%		0.59	%		0.59	%		0.99	%
Electronic Equipment & Instruments		1.04	%		1.05	%		1.78	%		1.74	%		1.74	%		2.96	%
Electronic Manufacturing Services		0.29	%		0.29	%		0.49	%		0.00	%		0.00	%		0.00	%
Environmental & Facilities Services		2.70	%		2.70	%		4.57	%		0.55	%		0.55	%		0.93	%
Food Distributors		1.19	%		1.19	%		2.01	%		0.52	%		0.52	%		0.88	%
Health Care Distributors		0.71	%		0.71	%		1.20	%		0.76	%		0.76	%		1.29	%
Health Care Equipment		2.77	%		2.79	%		4.72	%		3.38	%		3.38	%		5.74	%
Health Care Facilities		0.71	%		0.71	%		1.20	%		0.55	%		0.55	%		0.93	%
Health Care Services		9.80	%		9.82	%		16.61	%		7.93	%		7.94	%		13.47	%
Health Care Technology		0.49	%		0.50	%		0.84	%		0.83	%		0.84	%		1.42	%
Heavy Electrical Equipment		0.06	%		0.06	%		0.10	%		0.10	%		0.10	%		0.17	%
Highways & Railtracks		0.52	%		0.52	%		0.87	%		1.75	%		1.75	%		2.97	%
Hotels, Resorts & Cruise Lines		0.52	%		0.53	%		0.89	%		0.87	%		0.87	%		1.48	%
Household Appliances		0.90	%		0.90	%		1.52	%		0.80	%		0.81	%		1.37	%
Housewares & Specialties		0.47	%		0.47	%		0.80	%		0.39	%		0.38	%		0.64	%
Human Resource & Employment Services		1.35	%		1.36	%		2.29	%		0.88	%		0.88	%		1.49	%
Industrial Machinery		3.43	%		3.43	%		5.80	%		3.30	%		3.30	%		5.61	%
Insurance Brokers		2.92	%		2.93	%		4.95	%		2.32	%		2.33	%		3.95	%
Interactive Home Entertainment		0.17	%		0.17	%		0.29	%		0.29	%		0.29	%		0.49	%
Investment Banking & Brokerage		0.32	%		0.32	%		0.55	%		0.00	%		0.00	%		0.00	%
IT Consulting & Other Services		5.33	%		5.35	%		9.05	%		5.49	%		5.49	%		9.31	%
Leisure Facilities		1.53	%		1.54	%		2.60	%		2.32	%		2.33	%		3.96	%
Leisure Products		1.18	%		1.17	%		1.97	%		1.99	%		1.99	%		3.38	%
Life Sciences Tools & Services		1.29	%		1.29	%		2.18	%		1.76	%		1.76	%		2.99	%
Metal & Glass Containers		0.47	%		0.47	%		0.79	%		0.00	%		0.00	%		0.00	%
Movies & Entertainment		0.17	%		0.17	%		0.28	%		0.00	%		0.00	%		0.00	%
Office Services & Supplies		0.59	%		0.59	%		1.00	%		0.88	%		0.88	%		1.49	%
Oil & Gas Equipment & Services		0.50	%		0.50	%		0.85	%		0.68	%		0.68	%		1.16	%
Other Diversified Financial Services		0.89	%		0.90	%		1.52	%		1.41	%		1.41	%		2.40	%
Packaged Foods & Meats		3.18	%		3.16	%		5.35	%		2.51	%		2.51	%		4.26	%
Paper Packaging		1.13	%		1.13	%		1.92	%		0.86	%		0.86	%		1.46	%
Personal Products		1.88	%		1.88	%		3.18	%		0.92	%		0.92	%		1.57	%
Pharmaceuticals		1.12	%		1.12	%		1.89	%		1.87	%		1.87	%		3.17	%
Property & Casualty Insurance		0.00	%		0.00	%		0.00	%		0.48	%		0.48	%		0.81	%
Real Estate Development		0.21	%		0.21	%		0.36	%		0.00	%		0.00	%		0.00	%
Real Estate Operating Companies		0.74	%		0.74	%		1.25	%		0.88	%		0.88	%		1.49	%
Real Estate Services		0.62	%		0.59	%		0.99	%		1.00	%		0.94	%		1.60	%
Research & Consulting Services		4.86	%		4.86	%		8.21	%		7.47	%		7.47	%		12.67	%
Restaurants		0.54	%		0.54	%		0.91	%		0.00	%		0.00	%		0.00	%
Soft Drinks		0.52	%		0.52	%		0.88	%		0.87	%		0.87	%		1.48	%
Specialized Consumer Services		2.45	%		2.44	%		4.13	%		2.83	%		2.83	%		4.80	%
Specialty Chemicals		1.62	%		1.62	%		2.74	%		0.82	%		0.82	%		1.39	%
Specialty Stores		0.06	%		0.06	%		0.11	%		0.00	%		0.00	%		0.00	%
Systems Software		0.46	%		0.46	%		0.78	%		0.00	%		0.00	%		0.00	%
Technology Distributors		0.35	%		0.35	%		0.59	%		0.58	%		0.58	%		0.99	%
Trading Companies & Distributors		2.91	%		2.91	%		4.92	%		3.06	%		3.06	%		5.20	%
Trucking		0.51	%		0.51	%		0.87	%		0.00	%		0.00	%		0.00	%
Total		100.00	%		100.00	%		169.14	%		100.00	%		100.00	%		169.58	%

47

As of June 30, 2024, 99% of investments held were based in the United States within the following regions (based on fair value): Northeast 37%, Southeast 19%, Midwest 15%, Southwest 15% and West 13%. The remaining 1% of investments held was based in Jersey.

As of December 31, 2023, 94% of investments held were based in the United States within the following regions (based on fair value): Northeast 36%, Southeast 14%, Midwest 16%, Southwest 15% and West 13%. The remaining 6% of investments held was based in Cayman Islands 5% and Jersey 1%.

6. Fair Value Measurement

The following table summarizes the fair value of the Company’s investments as of June 30, 2024:

Assets	Level 1		Level 2		Level 3		Total
First Lien Senior Secured	$	—	$	—	$	917,963,022	$	917,963,022
Second Lien Senior Secured		—		—		4,462,150		4,462,150
Total assets	$	—	$	—	$	922,425,172	$	922,425,172

Investments with a fair value of $18,904,263 as of June 30, 2024 have been excluded from the fair value hierarchy leveling table as the fair value of the investments was measured at NAV using NAV as a practical expedient.

The following table summarizes the fair value of the Company’s investments as of December 31, 2023:

Assets	Level 1		Level 2		Level 3		Total
First Lien Senior Secured	$	—	$	—	$	531,616,973	$	531,616,973
Second Lien Senior Secured		—		—		4,493,852		4,493,852
CLO Warehouse		—		—		29,250,000		29,250,000
Total Liabilities	$	—	$	—	$	565,360,825	$	565,360,825

The below table presents a summary of changes in fair value of Level 3 assets by investment type for the six months ended June 30, 2024:

	Beginning Balance at 12/31/2023		Net Purchases			Net Sales, Exits and Repayments			PIK		Accreted Discounts/ Amortized Premiums		Realized Gain/ (Loss)		Net Change in Unrealized Appreciation/ (Depreciation)			Transfers into Level 3		Transfers out of Level 3		Balance 6/30/2024		Change in Unrealized Appreciation/ Depreciation for Level 3 Assets Still Held as of 6/30/2024
First Lien Senior Secured	$	531,616,973	$	445,748,438		$	(61,458,465	)	$	505,392	$	911,061	$	775,794	$	(136,171	)	$	—	$	—	$	917,963,022	$	610,458
Second Lien Senior Secured		4,493,852		(4,165	)		(23,454	)		—		6,152		191		(10,426	)		—		—		4,462,150		(34,796	)
CLO Warehouse		29,250,000		—			(29,250,000	)		—		—		—		—			—		—		—		—
Total	$	565,360,825	$	445,744,273		$	(90,731,919	)	$	505,392	$	917,213	$	775,985	$	(145,597	)	$	—	$	—	$	922,425,172	$	575,662

The below table presents a summary of changes in fair value of Level 3 assets by investment type for the period from April 3, 2023 (commencement of operations) to December 31, 2023:

	Beginning Balance at 4/3/2023		Net Purchases			Net Sales			PIK		Accreted Discounts/ Amortized Premiums		Realized Gain/ (Loss)		Net Change in Unrealized Appreciation/ (Depreciation)			Transfers into Level 3		Transfers out of Level 3		Balance 12/31/2023		Change in Unrealized Appreciation/ Depreciation for Level 3 Assets Still Held as of 12/31/2023
First Lien Senior Secured	$	—	$	566,472,462		$	(35,166,024	)	$	135,436	$	610,448	$	311,280	$	(746,629	)	$	—	$	—	$	531,616,973	$	(746,629	)
Second Lien Senior Secured		—		4,621,260			(160,852	)		—		7,624		1,450		24,370			—		—		4,493,852		24,370
CLO Warehouse		—		29,250,000			—			—		—		—		—			—		—		29,250,000		—
Total	$	—	$	600,343,722		$	(35,326,876	)	$	135,436	$	618,072	$	312,730	$	(722,259	)	$	—	$	—	$	565,360,825	$	(722,259	)

48

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The tables are not intended to be

all-inclusive

but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

	Fair Value as of June 30, 2024		Valuation Techniques	Unobservable Input	Range / Percentage	Weighted Average  (1)	Impact to Valuation from Increase in Unobservable Input
First Lien Senior Secured Debt	$	830,873,284	Yield Method	Market Yield Discount Spreads	3.29%-15.28%	6.34%	Decrease
First Lien Senior Secured Debt		87,089,738	Recent Transactions	Transaction Price	95.01-100.00	98.40	Increase
Second Lien Senior Secured		4,462,150	Yield Method	Market Yield Discount Spreads	6.06%-7.06%	6.56%	Decrease
Total Assets	$	922,425,172

(1)  Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category. 

	Fair Value as of December 31, 2023		Valuation Techniques	Unobservable Input	Range / Percentage	Weighted Average (1)	Impact to Valuation from Increase in Unobservable Input
First Lien Senior Secured Debt	$	462,594,699	Yield Method	Market Yield Discount Spreads	3.34%-16.34%	6.68%	Decrease
First Lien Senior Secured Debt		69,022,274	Recent Transactions	Transaction Price	96.03-100.00	98.97	Increase
Second Lien Senior Secured		4,493,852	Yield Method	Market Yield Discount Spreads	6.15%-6.52%	6.33%	Decrease
CLO Warehouse		29,250,000	Cost plus excess spread	Excess spread	2.25%	Not applicable	Increase
Total Assets	$	565,360,825

(1)  Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category. 

Debt Not Carried at Fair Value

As of June 30, 2024 and December 31, 2023, the principal value of the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility approximate fair value due to their variable rates and are included in Level 3 of the fair value hierarchy.

7. Income Taxes

The Company’s taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in the Company’s taxable income until they are realized. For the period from April 3, 2023 (commencement of operations) to December 31, 2023, there were no temporary or permanent differences.

The Company’s taxable income is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate. The estimated tax character of distributions declared for the periods indicated was as follows:

	For the three months ended June 30, 2024		For the Period from April 3, 2023 (commencement of operations) to June 30, 2023		For the six months ended June 30, 2024
Ordinary income	$	14,030,156	$	—	$	24,807,641
Long-term capital gains		—		—		—
Tax return of capital		—		—		—

49

As of December 31, 2023, the Company’s last tax year end, the components of distributable earnings (accumulated loss) on a tax basis was as follows:

	December 31, 2023
Undistributed ordinary income	$	80,724
Other book/tax temporary differences		—
Capital loss carryforwards		—
Undistributable capital gains		—
Net realized gain (loss) from investments in securities of unaffiliated issuers		312,730
Net unrealized depreciation from investments in securities of unaffiliated issuers		(722,259	)
Total distributable earnings (accumulated loss)	$	(328,805	)

The aggregate cost of investments for U.S. federal income tax purposes is not materially different than the cost of investments under U.S. GAAP.

8. Commitments & Contingencies

The Advisor had agreed to pay the Company’s organizational and Other Operating Expenses and, at the Advisor’s discretion, certain of the Company’s Specified Expenses under the Expense Limitation Agreement described above. The Company had no obligation to reimburse the Advisor for such advanced expenses until the time at which the Company received $100,000,000 in gross proceeds from the sale of Shares, excluding Shares purchased by the Advisor and by the Company’s directors and officers. Following such time all expenses of the Company paid by the Advisor will be subject to recoupment by the Advisor. The recoupment is limited to the amount of the Expense Cap under the Expense Limitation Agreement (each as defined in Note 3 in these consolidated financial statements), unless the recoupment payment relates to Specified Expenses. Under the Expense Limitation Agreement, the Advisor is permitted to recoup from the Company any such amounts for a period not to exceed three years from the month in which such fees and expenses were paid. As of June 30, 2024 and December 31, 2023, the Company had $2,232,236 and $2,372,090, respectively, in expenses subject to recoupment by the Advisor.

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications or warranties. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments and limited partnership interests, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements and subscription agreements, respectively. Unfunded commitments on debt investments are presented on the consolidated schedule

s

of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statement of assets and liabilities and the change in unrealized appreciation or depreciation, if any, is included in net change in unrealized appreciation (depreciation) from investments in securities of unaffiliated issuers in the consolidated statement of operations.

As of June 30, 2024 and December 31, 2023, the Company had the following outstanding commitments to investments:

Investments	June 30, 2024		December 31, 2023
3 Step Sports LLC Delayed Draw Term Loan	$	456,482	$	456,073
Accent Building Materials Holdings LLC Term B Delayed Term Loan		438,585		653,571
Accordion Partners LLC Revolving Loan		145,591		291,182
Accordion Partners LLC Third Amendment Delayed Draw Term Loan		349		297,006
ACP Avenu Buyer, LLC Delayed TL		395,536		—
ACP Avenu Buyer, LLC Revolving Credit		235,045		—
ACP Falcon Buyer, Inc. Revolving Loan		333,333		—
AEP Passion Intermediate Holdings, Inc. 2023 Incremental Delayed Draw Term Loan		234,711		—
AI Fire Buyer, Inc. Delayed Draw Term Loan		222,906		312,894
Alera Group, Inc. Delayed Draw Term Loan		557,157		665,925

50

Investments	June 30, 2024		December 31, 2023
Ambient Enterprises Holdco LLC Delayed Draw Term Loan	$	261,702	$	1,021,277
Ambient Enterprises Holdco LLC Revolving Loan		893,617		893,617
Any Hour LLC Delayed Term Loan		2,077,922		—
Any Hour LLC Revolving Credit		903,896		—
APD VOR Debt, LP		2,483,677		—
Apex Service Partners, LLC Delayed Draw Term Loan		114,375		855,366
Apex Service Partners, LLC Revolving Loan		167,243		278,067
Aptean Acquiror Inc. Delayed Draw Term Loan		810,041		—
Aptean Acquiror Inc. Revolving Credit		436,880		—
Arctic Holdco, LLC Initial Revolving Loan		154,482		—
Arcticom Group Delayed Draw Term Loan		5,144		5,145
Artivion, Inc. Delayed Draw Term Loan		557,604		—
Associations, Inc. Revolving Loan		434,018		—
Associations, Inc. Special Purpose Delayed Draw Term Loan		541,654		—
ATI Restoration, LLC Second Amendment Delayed Draw Term Loan		1,262,187		1,629,243
AVW WV Buyer, Inc. Fourth Amendment Delayed Draw Term Loan		1,142,132		—
AXIS PORTABLE AIR LLC Fifth Amendment Delayed Draw Term Loan		—		2,259,036
Bamboo US BidCo LLC Initial Delayed Draw Term Loan		87,270		100,343
Beacon Oral Specialists Management LLC Sixth Amendment Delayed Draw Term Loan		7,000,000		—
Best Roofing Services LLC Revolving Loan		895,522		—
BNI Global, LLC Revolving Credit Loan		267,147		—
Castlelake Consumer Receivables Opportunity III, L.P. Fund		4,083,098		—
Centex Acquisition, LLC Revolving Loan		1,014,816		—
Cerity Partners Equity Holding LLC 2024 Incremental Delayed Draw Term Loan		6,730,769		—
Cerity Partners Equity Holding LLC Initial Revolving Loan		1,062,599		—
Chef Merito, LLC Delayed Draw Term Loan C		340,515		—
Cherry Bekaert Advisory LLC Amendment No. 1 Delayed Draw Term Loan		2,815,580		—
Citrin Cooperman Advisors LLC 2022-2 Incremental Delayed Draw Term Loan		—		269,486
CMG HoldCo, LLC Delayed Draw Loan (Crete Mechanical Group)		857,948		937,375
Community Care Partners, LLC Delayed Draw Term B Loan		297,901		297,901
Costanzo’s Bakery, LLC Delayed Term Loan		363,263		—
Crash Champions Intermediate, LLC Revolving Credit Loan		—		264,767
CVAUSA Management, LLC Primary Delayed Draw Term Loan		712,428		712,428
CVAUSA Management, LLC Secondary Delayed Draw Term Loan		298,226		298,226
CVAUSA Management, LLC Term Loan		4,975		—
Danforth Global, Inc. Delayed Term Loan		540,400		—
Danforth Global, Inc. Third Amendment Additional Term Loan		480,000		—
Demakes Borrower, LLC Delayed Draw Term Loan		97,905		—
DermCare Management, LLC Fourth Amendment Delayed Draw Term Loan		5,996,800		—
Discovery SL Management, LLC Delayed Draw Term Loan B		1,215,000		—
Discovery SL Management, LLC Revolving Credit Loan		243,000		—
DOXA Insurance Holdings LLC Delayed Draw Term Loan		96,891		—
Echo Purchaser, Inc. Delayed Draw Term Loan (Exostar)		118,027		118,027
Enverus Holdings, Inc. Revolving Loan		405,405		405,405
Enverus Holdings, Inc.Delayed Draw Term Loan		266,409		266,409
ETE Intermediate II LLC Revolving Loan		62,857		235,714
Ethos Risk Services, LLC Delayed Draw Term C Loan		2,666,667		—
EVDR Purchaser, Inc. Delayed Draw Term Loan		1,372,549		—
EVDR Purchaser, Inc. Revolving Credit Loan		727,451		—
Excel Fitness Holdings, Inc. Delayed Draw Term Loan		333,333		1,666,667
Excel Fitness Holdings, Inc. Delayed Term Loan		2,359,418		—
Faraday Buyer, LLC Delayed Draw Term Loan (MacLean Power Systems)		380,895		380,895
Fidelity Evergreen Private Credit Fund LP		12,962,963		—
Five Star Buyer, Inc. Delayed Draw Term Loan		—		237,838
FMG Suite Holdings, LLC Revolving Credit		437,254		290,774
Forward Solutions, LLC Third Amendment Delayed Draw Term Loan		2,305,837		—
G-A-I Consultants, Inc. First Amendment Delayed Draw Term Loan		3,947,369		—
G-A-I Consultants, Inc. Revolving Loan		426,316		—
Galway Borrower LLC Third Amendment Delayed Draw Term Loan		1,000,000		—
Gen4 Dental Partners OPCO, LLC Closing Date Delayed Draw Term Loan		1,904,762		—
Gen4 Dental Partners OPCO, LLC Revolving Loan		380,952		—
GS Acquisitionco, Inc. Revolving Loan		1,037,234		—
GS Acquisitionco, Inc. Seventh Suplemental Delayed Draw Term Loan		4,531,915		—
Guidepoint Security Holdings, LLC Delayed Draw Term Loan		78,263		78,263
Hanger, Inc. Incremental Delayed Draw Term Loan		—		619,787
HEC Purchaser Corp. Revolving Loan		703,125		—
HEC Purchaser Corp. Term Loan A		—		—
HEF Safety Ultimate Holdings, LLC Delayed Draw Term Loan		710,680		—

51

Investments	June 30, 2024		December 31, 2023
HEF Safety Ultimate Holdings, LLC Initial Term Loan	$	—	$	—
High Street Buyer, Inc. 2024 Delayed Draw Term Loan		999,819		—
Hills Distribution, Inc. Delayed Draw Term Loan		1,040,029		114,103
Hobbs & Associates, LLC Third Amendment Delayed Draw Term Loan		1,048,312		—
Houseworks Holdings, LLC Delayed Draw Term Loan		2,500,000		2,500,000
Houseworks Holdings, LLC Fourth Amendment Delayed Draw Term Loan		2,554,134		—
Inszone Mid, LLC A&R Delayed Draw Term Loan Facility		483,795		—
Inventus Power, Inc. Revolving Loan		355,932		355,932
ISG Enterprises, LLC Delayed Draw Term Loan (2023)		278,400		—
JHCC Holdings LLC 2024-A Incremental Delayed Draw Term Loan		800,043		—
Jones Industrial Holdings, Inc. Delayed Draw Term Loan		—		1,000,000
KENE Acquisition, Inc. Initial Delayed Draw Term Loan		427,586		—
KL Moon Acquisition, LLC Delayed Draw Term Loan		252,268		—
Legitscript LLC Delayed Draw Loan		—		948,706
Liberty Purchaser, LLC Revolving Loan (Magna Legal Services)		562,030		562,030
Lido Advisors, LLC Fourth Amendment Delayed Draw Term Loan		1,083,996		1,274,699
Lighthouse Technologies Holding Corp. Revolving Loan		815,899		815,899
Loving Tan Intermediate II Inc. Revolving Loan		140,000		140,000
ManTech International Corporation Delayed Draw Term Loan		614,940		614,940
MB2 Dental Solutions, LLC Revolving Commitment		232,935		—
MB2 Dental Solutions, LLC Tranche 1 Delayed Draw Term Loan		1,493,174		—
MB2 Dental Solutions, LLC Tranche 2 Delayed Draw Term Loan		895,904		—
Medical Device Inc. Revolving Loan		551,739		551,739
Medical Technology Solutions, LLC Delayed Draw C Term Loan		—		126,557
Medical Technology Solutions, LLC Delayed Draw D Term Loan		316,392		316,392
Medina Health, LLC Revolving Loan		393,258		—
Medrina, LLC Initial Delayed Draw Term Loan Facility		744,681		744,681
Medrina, LLC Revolving Facility		531,915		531,915
MKD Electric, LLC Revolving Loan		863,724		—
Modigent, LLC Delayed Term Loan		275,244		403,288
Neptune Flood Incorporated Revolving Loan		—		154,000
NORA Acquisition, LLC Revolving Credit		388,889		—
North Haven USHC Acquisition, Inc. Fourth Amendment Delayed Draw Term Loan		661,999		—
Oakbridge Insurance Agency LLC Delayed Draw Term Loan		220,386		220,386
Opta Inc. 2024 Incremental Delayed Term Loan		1,750,000		—
OSR Opco LLC Delayed Draw Term Loan		1,066,667		—
OSR Opco LLC Revolving Loan		1,600,000		—
Pacific Purchaser, LLC Delayed Draw Term Loan		352,113		—
Pacific Purchaser, LLC Revolving Loan		176,056		—
PDI TA Holdings, Inc. Delayed Draw Term Loan		1,212,960		—
PDI TA Holdings, Inc. Revolving Credit		560,000		—
Penncomp, LLC Delayed Draw Term Loan A		1,930,159		2,412,699
Peter C. Foy & Associates Insurance Services, LLC Delayed Draw Term Loan D		—		2,500,000
Peter C. Foy & Associates Insurance Services, LLC Tranche E Delayed Term Loan		4,591,125		—
Petra Borrower, LLC Delayed Draw Term Loan		1,250,000		1,250,000
Petra Borrower, LLC Revolving Loan		250,000		500,000
Phoenix YW Buyer, Inc. Revolving Credit Loan		1,136,364		—
PPW Aero Buyer, Inc. 2024 Delayed Draw Term Loan		3,225,000		—
PracticeTek Purchaser, LLC Delayed Draw Term Loan		587,190		615,574
Premier Tires & Service Acquisition, LLC Incremental Delayed Draw Term Loan		1,980,000		—
Refocus Management Services, LLC Delayed Draw Term B Loan		—		666,667
RoC Holdco LLC Revolving Credit Loan		732,000		—
RPM Purchaser, Inc. Delayed Draw Term Loan B		517,857		1,071,429
Rural Sourcing Holdings, Inc. Delayed Draw Term Loan		—		352,000
Rural Sourcing Holdings, Inc. Revolving Loan		264,000		264,000
SageSure Holdings, LLC Delayed Draw Term Loan		1,041,212		1,041,211
Saldon Holdings, Inc. Initial DDTL Loan		126,942		—
Salt Dental Collective, LLC Delayed Draw Term Loan		—		2,500,000
SDG Mgmt Company, LLC Delayed Draw Term Loan		264,419		—
Signature Brands, LLC Term Loan		518,015		531,357
Sonny’s Enterprises, LLC Delayed Draw Term Loan		336,000		516,000
Spark Purchaser, Inc. Revolving Credit		808,655		—
Superjet Buyer, LLC Delayed Draw Term Loan		5,038,333		—
SureWerx Purchaser III, Inc. Delayed Draw Term Loan		430,010		430,010
TCP Hawker Intermediate LLC Delayed Draw Term Loan		79,755		221,541
Thames Technology Holdings, Inc. Delayed Draw Term Loan		788,644		788,643
Thames Technology Holdings, Inc. Revolving Loan		788,644		788,643
Track Branson Opco, LLC, The Revolving Loan		237,838		237,838

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Investments	June 30, 2024		December 31, 2023
Transgo, LLC Revolving Loan	$	605,000	$	—
Trench Plate Rental Co. Revolving Loan		151,724		372,414
Truck-Lite Co., LLC Delayed Draw Term Loan		622,222		—
Truck-Lite Co., LLC Initial Revolving Credit Loan		601,481		—
TVG Shelby Buyer, Inc. Amendment No. 6 Incremental Delayed Draw Term Loan		2,500,000		—
TVG Shelby Buyer, Inc. Revolving Credit Loan		250,000		—
Upstack Holdco Inc. 2023 Delayed Draw Term Loan		1,193,064		1,348,661
Upstack Holdco Inc. Delayed Draw Term Loan		—		177,087
Valkyrie Buyer, LLC Delayed Draw Term Loan A		561,404		—
Valkyrie Buyer, LLC Delayed Draw Term Loan B		748,538		—
Valkyrie Buyer, LLC Delayed Draw Term Loan C		1,824,562		—
Valkyrie Buyer, LLC Revolving Credit Loan		11,696		—
Vertex Service Partners, LLC Delayed Draw Term Loan		1,023,402		2,733,746
Vertex Service Partners, LLC Revolving Facility		348,837		406,977
Vital Care Buyer, LLC Revolving Loan (2024)		744,186		—
VPP Intermediate Holdings, LLC Amendment No. 3 Delayed Draw Term Loan		438,421		510,667
VRC Companies, LLC Third Amendment Delayed Draw Term Loan		1,286,667		—
Wildcat Buyerco, Inc. Incremental Delayed Draw Term Loan (NSI Industries)		626,736		119,975
Worldwide Insurance Network, LLC DDTL		1,994,318
ZB Holdco LLC 2023-1 Delayed Draw Term Loan		27,336		195,254
Total unfunded commitments	$	160,614,978	$	50,726,367

9. Net Assets

Share Issuances

The following table summarizes total Shares issued, related amounts and offering price for the share issuances during the six months ended June 30, 2024:

Share Issuance Date	Shares Issued		Amount		Offering Price
January 1		1,166,604	$	30,032,356	$	25.74
February 1		809,925		21,040,000		25.98
March 1		1,653,938		43,355,000		26.21
April 1		1,873,293		48,379,227		25.83
May 1		559,944		14,582,399		26.04
June 1		2,570,861		67,500,000		26.26
Total capital contributions		8,634,565	$	224,888,982

The following table summarizes total Shares issued, related amounts and offering price for the share issuances for the period from April 3, 2023 (commencement of operations) to June 30, 2023:

Share Issuance Date	Shares Issued		Amount		Offering Price
April 3		741,800	$	18,545,000		25.00
May 1		2,094,666		52,755,000		25.19
June 1		39,235		1,000,000		25.49
Total capital contributions		2,875,701	$	72,300,000

Distributions

On March 14, 2024, the Board declared a distribution on the Shares payable on April 30, 2024 to shareholders of record as of the close of business on March 29, 2024 (the “Q1 2024 Distribution”). The amount of the Q1 2024 Distribution equaled $0.65 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 259,187 Shares were issued on January 1, 2024 in connection with the Company’s DRIP for the Q4 2023 Distribution.

On May 7, 2024, the Board declared a distribution on the Shares payable on July 31, 2024 to shareholders of record as of the close of business on June 28, 2024 (the “Q2 2024 Distribution”). The amount of the Q2 2024 Distribution equaled $0.65 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 283,784 Shares were issued on April 1, 2024 in connection with the Company’s DRIP for the Q1 2024 Distribution.

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The following table identifies distributions declared for the six months ended June 30, 2024:

Date Declared	Record Date	Payment Date	Distribution Per Share		Distribution Amount
March 14, 2024	March 29, 2024	April 30, 2024	$	0.65	$	10,777,485
May 7, 2024	June 28, 2024	July 31, 2024		0.65		14,030,149

The Company did not declare or pay a distribution during the period from April 3, 2023 (commencement of operations) to June 30,

2023.

During the three and six months ended June 30, 2024, the Company issued 283,784 and 542,971 Shares, respectively, in connection with the DRIP for an aggregate amount of $7,328,728 and $14,001,084, respectively. During the period from April 3, 2023 (commencement of operations) to June 30, 2023, there were no Shares issued in connection with the Company’s DRIP.

Discretionary Share Repurchase Program

Beginning with the quarter ended December 31, 2023, the Company commenced a share repurchase program, in which the Company intends, subject to market conditions and the discretion of the Board, to offer to repurchase, in each quarter, up to 5% of the Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest the Company’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. In the event the amount of Shares tendered exceeds the repurchase offer amount, Shares will be repurchased on a pro rata basis. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule

13e-4

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act. All Shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Shares.

Under the share repurchase program, to the extent the Company offers to repurchase Shares in any particular quarter, the Company expects to repurchase Shares using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). If shareholders tender Shares in a tender offer with a Valuation Date that is within the

12-month

period following the initial issue date of their tendered Shares, the Company may repurchase such Shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

In the event that any shareholder fails to maintain a minimum balance of $500 of the Company’s Shares, the Company may repurchase all of the Shares held by that shareholder at the repurchase price in effect on the date the Company determines that the shareholder has failed to meet the minimum balance, less any Early Repurchase Deduction. In the alternative, the Company reserves the right to reduce the number of Shares requested to be repurchased from a shareholder so that the required account balance is maintained. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company’s NAV. Minimum account repurchases are subject to an Early Repurchase Deduction.

On February 1, 2024, the Company offered to purchase up to 647,514 shares of its Shares at a purchase price equal to the NAV per Share as of

March 31

, 2024 (the “February 2024 Tender Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the February 2024 Tender Offer. The February 2024 Tender Offer expired on February 29, 2024 and no Shares were tendered by the shareholders in connection with the February 2024 Tender Offer.

On May 1, 2024, the Company offered to purchase up to 829,037 shares of its Shares at a purchase price equal to the NAV per Share as of June 30, 2024 (the “May 2024 Tender Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the May 2024 Tender Offer. The May 2024 Tender Offer expired on May 29, 2024 and 64,340 Shares were

validly

tendered by the shareholdersin connection with the May 2024 Tender Offer. On July 26, 2024, the Company determined that, as of June 30, 2024, the NAV per Share was $25.86 per Share. Based on such NAV per Share, the aggregate purchase price for the Shares accepted for purchase by the Company equals approximately $1,663,889,

which amount will be promptly paid by the Company in the May 2024 Tender Offer equaled $1,663,889.

During the six months ended June 30, 2024, the Company repurchased 64,340 Shares pursuant to its discretionary share repurchase program.

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The following table summarizes the capital activity during the three and six months ended June 30, 2024:

	For the Three Months Ended June 30, 2024				For the Six Months Ended June 30, 2024
Shares outstanding as of March 31, 2024		16,580,747		Shares outstanding as of December 31, 2023		12,950,280
Shares issued in private offerings		4,720,314		Shares issued in private offerings		8,091,594
Shares issued in connection with DRIP		283,784		Shares issued in connection with DRIP		542,971
Shares repurchased		(64,340	)	Shares repurchased		(64,340	)
Shares outstanding as of June 30, 2024		21,520,505		Shares outstanding as of June 30, 2024		21,520,505

10. Financial Highlights

	For the Six Months Ended June 30, 2024			For the Period from April 3, 2023 (commencement of operations) to June 30, 2023
Per share data:
Net asset value, beginning of period	$	25.74		$	25.00
Net investment income (loss) (1)		1.39			0.83
Realized and unrealized gain (loss) on investment transactions (2)		0.03			—
Impact of issuance of shares (2)		—			(0.06	)
Total from operations		1.42			0.77
Distributions from net investment income		(1.26	)		—
Distributions from net realized capital gains/losses		(0.04	)		—
Total increase (decrease) in net assets		0.12			0.77
Net asset value, end of period	$	25.86		$	25.77
Shares outstanding, end of period		21,520,505			2,876,101
Total return (3)		5.58	%		3.10	%
Ratios / supplemental data
Ratio of gross expenses to average net assets (4)(5)(6)(8) (9)		5.34	%		6.47	%
Ratio of net expenses to average net assets (4)(5)(7)(8) (9)		5.37	%		3.15	%
Ratio of net investment income (loss) to average net assets (4)(5) (9)		5.55	%		3.29	%
Net assets, end of period	$	556,546,505		$	74,127,825
Weighted average shares outstanding		17,445,626			2,183,311
Portfolio turnover rate (10)		11.33	%		10.70	%

(1) Per share amounts are calculated based on the weighted average shares outstanding during the period.

(2) Includes balancing amounts necessary to reconcile the change in NAV per share for the period.

(3) Total return is calculated as the change in NAV per share during the period, plus distributions per share, if any, divided by the beginning NAV per share, assuming a distribution reinvestment price in accordance with the Company’s DRIP. Total return has not been annualized.

(4) Ratios have not been annualized.

(5) Average net assets are computed using the average balance of net assets at the end of each month of the reporting period.

(6) Ratio of gross expenses to average net assets is computed using expenses before waivers and expense support payments (recoupments), if applicable.

(7) Ratio of net expenses to average net assets is computed using total expenses, including the effects of expense support payments (recoupments), which represented (0.03)% on average net assets for the six month period ended June 30, 2024.

(8) Ratio of gross expenses to average net assets and ratio of net expenses to average net assets are inclusive of the income incentive fee and capital gains-based incentive fee. The income incentive fee ratio and capital gains-based incentive fee are 0.45% and 0.00%, respectively, for the six month period ended June 30, 2024.

(9) Ratios do not reflect the proportionate share of income and expenses of the underlying private equity funds in which the Company invests.

(10) Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the monthly average of the investments at fair value for the period reported and has not been annualized. Such monthly average is calculated by totaling the values of the portfolio securities as of the beginning and end of the first month of the particular period and as of the end of each of the succeeding months.

55

11. Subsequent Events

The Company’s management has evaluated events subsequent to June 30, 2024 through the date the consolidated financial statements were issued. The Company has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements other than as set forth below.

As of July 1, 2024, the Company sold 2,520,973 Shares in the Private Offering pursuant to Subscription Agreements entered into with the participating investors for aggregate consideration of $65.2 million

.

On August 1, 2024, the Company offered to purchase up to 1,079,243 Shares at a purchase price equal to the NAV per Share as of September 30, 2024 (the “August 2024 Tender Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the August 2024 Tender Offer. The August 2024 Tender Offer is set to expire on August 30, 2024.

On August 8, 2024, the Board declared a distribution on the Shares equal to an aggregate amount up to the (i) Company’s taxable earnings, including net investment income (if positive) and capital gains, for the three months ended September 30, 2024 and (ii) such other amounts as may be required to allow the Company to qualify for taxation as a RIC under the Code and eliminate any income and excise tax imposed on the Company (the “Q3 2024 Distribution”). The Q3 2024 Distribution is payable on October 31, 2024 to shareholders of record as of the close of business on September 30, 2024. The final amount of the Q3 2024 Distribution will be determined by the Company’s management at a later date, in accordance with the Board’s authorization. The Q3 2024 Distribution will be paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP.

The Company received approximately $26.4 million of subscriptions effective August 1, 2024 in connection with its monthly closing for the Private Offering.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors. These forward-looking statements (including those relating to current and future market conditions and trends in respect thereof) are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our and the Advisor’s beliefs and opinions and our and the Advisor’s assumptions. We are externally managed the Advisor, a registered investment adviser under the Advisers Act, which is affiliated with StepStone Group. For the avoidance of doubt, we are not a subsidiary of or consolidated with StepStone Group. Furthermore, StepStone Group does not have any obligation, contractual or otherwise, to financially support us. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements.

The information contained in this section should be read in conjunction with “Item 1. Unaudited Consolidated Financial Statements” in this Report. Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, 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 Company’s plans and objectives will be achieved. 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 forward-looking statements in this Report relate to future events or the Company’s future performance or financial condition, are not guarantees, and involve numerous risks and uncertainties. Some of these risks and uncertainties are beyond our control and difficult to predict and could cause actual events or results to differ materially from those expressed or forecasted in the forward-looking statements, including, but not limited to, those described in “Risk Factors” in Part II, Item 1A of this Report, in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and the below items:

• the Company’s future operating results;

• conditions affecting the financial and capital markets, including with respect to changes from the impact of any global pandemic;

• general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

• actual and potential conflicts of interest with the Advisor and its affiliates;

• interest rate volatility;

• the Company’s business prospects and the prospects of the Company’s prospective portfolio companies;

• the impact of increased competition;

• the Company’s contractual arrangements and relationships with third parties;

• the dependence of the Company’s future success on the general economy and its impact on the industries in which the Company invests;

• the ability of the Company’s portfolio companies to achieve their objectives;

• the relative and absolute performance of the Advisor;

• the ability of the Advisor and their affiliates to attract and retain talented professionals;

• the Company’s use of borrowings and expected financings to fund investments;

• the adequacy of the Company’s financing sources and working capital;

• the timing and amount of cash flows, if any, from the operations of the Company’s portfolio companies;

• the ability of the Advisor to locate suitable investments for the Company, to monitor and administer the Company’s investments and to implement plans to achieve the Company’s investment objectives;

• the Company’s ability to pay dividends or make distributions;

• the risks associated with possible disruptions due to terrorism in the Company’s operations or the economy generally;

• the impact of future acquisitions and divestitures;

• the Company’s ability to qualify and maintain our qualification as a RIC under the Code; and

• future changes in laws or regulations, including tax laws and regulations and interpretations thereof, and conditions in the Company’s operating areas.

Investors are advised 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 annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

The Company is not able to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

57

Overview

The Company is a non-diversified, externally managed closed-end management investment company that was organized to achieve attractive risk-adjusted returns mainly by investing in various credit-related strategies. We have elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we intend to elect to be treated, and intend to comply with the requirements to qualify annually, as a RIC under the Code.

We are a non-exchange traded, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares are intended to be sold by the BDC monthly on a continuous basis at a price generally equal to the BDC’s monthly NAV per share. In our perpetual-life structure, we may offer investors an opportunity to repurchase their shares on a quarterly basis at NAV, but we are not obligated to offer to repurchase any Shares in any particular quarter. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of the Company being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our Limited Liability Company Agreement or otherwise to effect a liquidity event at any time.

The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation, mainly by investing in various credit-related strategies. The Company intends to primarily use a “multi-lender” approach to achieve its investment objectives, whereby the Advisor utilizes a variety of non-bank or corporate lenders (“Lending Sources”) to source investment opportunities for the Company. There can be no assurance that the Company will achieve its investment objectives.

Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in Private Credit, primarily through our lending strategy and underlying funds strategy, each as more fully discussed in our annual report on Form 10-K for the year ended December 31, 2023. Except as otherwise disclosed in our annual report on Form 10-K for the year ended December 31, 2023, we may modify or waive our investment objectives and any of our investment policies, restrictions, strategies, and techniques without prior notice and without shareholder approval. However, absent requisite shareholder approval under the 1940 Act, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. If we change our 80% Private Credit test, we will provide shareholders with at least 60 days advance notice of such change.

The Company’s investments in underlying funds are primarily made on a fund-of-funds basis in private investment funds and investment vehicles that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the 1940 Act, which are managed by non-affiliated third-party managers that operate various Private Credit-related strategies. Some of these underlying funds may from time to time sell seasoned loans to the Company or other third parties.

The managers or general partners of the underlying funds may impose management fees or performance-based fees, a proportionate share of which will be borne by the Company and, indirectly, its shareholders. With respect to investments approved by the Advisor that are sourced by Lending Sources or through underlying funds, the Company may be required to pay an origination or similar fee in connection with making such investment, as well as any ongoing fees for administrative services provided by the Lending Sources to the Company with respect to such investments, which fees will be indirectly borne by the Company’s shareholders and are in addition to the fees charged to the underlying funds by their managers or general partners.

The Advisor expects that the direct loans to which we will have exposure will generally be made to middle-market companies, which we define as companies with an annual EBITDA of approximately $10 million to $100 million. The loans in which we expect to invest will generally pay floating interest rates based on a variable base rate. The secured debt (including first lien senior secured, unitranche and second lien debt) in which we will invest generally have stated terms of five to eight years, and the mezzanine, unsecured or subordinated debt investments that we may make will generally have stated terms of up to ten years, but the expected average life of such securities is generally between three and five years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments. We expect most of our debt investments will be unrated. Our debt investments may also be rated by a nationally recognized statistical rating organization, and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. or lower than “BBB” by Standard & Poor’s Ratings Services). We expect that our unrated debt investments will generally have credit quality consistent with below investment grade securities.

The Company generates revenues primarily in the form of interest income from debt investments it holds. In addition, the Company generates income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity securities and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

As a BDC regulated under the 1940 Act, the Company is subject to certain limitations relating to co-investments and joint transactions with affiliates, which, in certain circumstances, likely may limit the Company’s ability to make investments or enter into other transactions alongside other clients. The Advisor intends to apply for an exemptive order from the SEC that will permit the Company, among other things, to co-invest with certain other persons, including certain affiliates of the Advisor and certain funds managed and controlled by the Advisor and its affiliates, subject to certain terms and conditions. There is no assurance that the co-investment exemptive order will be granted by the SEC.

58

Please refer to “Item 1. Business” in our annual report on Form 10-K for the period ended December 31, 2023 for more information on the Company and its investment objectives and strategy.

We are externally managed by the Advisor, which manages our day-to-day operations and provides us with investment advisory and administrative services pursuant to the terms of the Advisory Agreement and the Administration Agreement. The Advisor is registered as an investment adviser with the SEC under the Advisers Act. We are not a subsidiary of, or consolidated with, the Advisor. The Advisor oversees (subject to the oversight of the Board) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Advisory Agreement. Under the Advisory Agreement, we have agreed to pay the Advisor a management fee as well as an incentive fee based on our investment performance.

The Advisor has also entered into the Resource Sharing Agreement with StepStone Group, under which certain designated employees of StepStone Group will provide services, including investment advisory, portfolio management and other services, to the Advisor. The Resource Sharing Agreement (i) provides the Company with access to deal flow generated by StepStone Group in the ordinary course of its business; and (ii) provides the Advisor with access to StepStone Group’s investment professionals and non-investment employees. The Advisor is responsible for determining if the Company will participate in deal flow generated by StepStone Group. StepStone Group will also make available its premises, facilities and systems to the Advisor in order for the Advisor to conduct its daily operations. In return for personnel provided and services rendered under the Resource Sharing Agreement, the Advisor will pay StepStone Group on a cost-plus basis.

By virtue of the Resource Sharing Agreement, our Advisor is served by experienced investment professionals within StepStone Group, including the members of the Investment Committee, which has primary responsibility for portfolio management regarding the Company’s investment portfolio.

The Advisor also serves as the Company’s administrator pursuant to the Administration Agreement and performs certain administrative, accounting and other services for the Company. In consideration of these administrative services, the Company pays the Advisor the Administration Fee in an amount up to 0.30% on an annualized basis of the Company’s net assets. The Administration Fee is calculated based on the Company’s month-end NAV (as of the close of business on the last calendar day of the applicable month) and payable monthly in arrears. The Administration Fee is an expense paid out of the Company’s net assets. The Advisor may delegate or sub-contract certain of its services under the Administration Agreement to other entities, including a sub-administrator, and has done so as described below.

From the proceeds of the Administration Fee, the Advisor pays the Sub-Administrator a sub-administration fee to provide certain outsourced administration and outsourced accounting services for the Company.

The Advisor has engaged SGEAIL to act as our sub-advisor pursuant to the Sub-Advisory Agreement to provide certain ongoing, non-discretionary investment advice and services to the Advisor in regard to the Advisor’s management of the Company.

Private Offering

We are conducting the continuous Private Offering of Shares in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and/or pursuant to Regulation S under the Securities Act, in connection with which we have entered into, and expect to continue to enter into, Subscription Agreements with investors. Investors whose subscriptions for Shares are accepted by the Company will be admitted as members of the Company following payment of their capital contribution to the Company, pursuant to the terms of the Limited Liability Company Agreement.

The Initial Closing of the Private Offering occurred on April 3, 2023, in connection with which we sold 741,800 Shares in exchange for gross proceeds of $18.5 million. We used the proceeds from the Initial Closing, along with borrowings under the MassMutual SPV I Facility, to purchase the Initial Portfolio on April 3, 2023, shortly prior to our election to be regulated as a BDC. As of June 30, 2024, we had sold an aggregate of 15,530,027 Shares in the Private Offering for total consideration of approximately $401.1 million. As of December 31, 2023, we had sold an aggregate of 12,701,718 Shares in the Private Offering for total consideration of approximately $327.3 million. These figures do not include any Shares issued in connection with the DRIP.

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Initial Portfolio Acquisition

On April 3, 2023, shortly prior to our election to be regulated as a BDC, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we, through our wholly-owned subsidiary, SPV Facility I, acquired the Initial Portfolio from the Seller, which comprised of a select portfolio of first lien, senior secured Private Credit investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries. We used the proceeds from the Initial Closing, in connection with which we received approximately $18.5 million of gross proceeds, along with borrowings under the MassMutual SPV I Facility, to purchase the Initial Portfolio. SPV Facility I purchased the Initial Portfolio pursuant to the terms of the Initial Portfolio Transfer Agreement.

Key Components of Our Results of Operations

Investments

The Company’s level of investment activity can, does, and will vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments the Company makes.

Revenue

The Company generates revenue primarily in the form of interest income, including PIK interest and OID, on debt investments it holds. In addition, the Company generates income from dividends or distributions of income on any direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. The secured debt (including first lien senior secured, unitranche and second lien debt) in which the Company invests generally has stated terms of five to eight years, and the mezzanine, unsecured or subordinated debt investments that the Company may make will generally have stated terms of up to ten years, but the expected average life of such securities is generally between three and five years. The Company’s debt investments typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR. Interest on these debt investments is paid quarterly. In some instances, the Company receives payments on its debt investments based on scheduled amortization of the outstanding balances. In addition, the Company may receive repayments of some of its debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. The Company’s portfolio activity also reflects the proceeds of sales of securities. The Company may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

The Advisor bears all of its own costs incurred in providing investment advisory services to the Company. As described below, however, the Company bears all other expenses related to its investment program. The Advisor provides or arranges for certain administrative services to be provided to the Company. Among those services are: providing office space, adequate personnel, and communications and other facilities necessary for administration of the Company, performing certain administrative functions to support the Company and its service providers, supporting the Board and providing it with information, providing accounting and legal services in support of the Company, compliance testing services (not including any compliance services performed by an outsourced Chief Compliance Officer) analyzing the value of the Company’s assets, and reviewing and arranging for payment of the Company’s expenses and other support services. Such administrative services are included in the Administration Fee. In addition to the services above, the Advisor is responsible for overseeing the Sub-Administrator.

The Company’s primary operating expenses include the payment of: (i) investment advisory fees to the Advisor pursuant to the Advisory Agreement (unless waived); (ii) the Administration Fee to the Advisor in performing its administrative obligations under the Administration Agreement; and (iii) and other expenses necessary for its operations, including the below:

• all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Company’s investments in the underlying assets, including any fees and expenses charged by the investment managers or general partners of the Underlying Funds (including management fees, performance or incentive fees and redemption or withdrawal fees, however titled or structured), all costs and expenses directly related to due diligence of portfolio transactions for the Company such as direct and indirect expenses associated with the Company’s investments (whether or not consummated), and enforcing the Company’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, origination or similar fees on investments sourced through Lending Sources or Underlying Funds, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;

• attorneys’ fees and disbursements associated with preparing and updating the Company’s registration statement on Form 10 and other regulatory filings, and with reviewing potential investments to be made and executing the Company’s investments;

• attorneys’ fees and disbursements associated with preparing and filing exemptive applications with the SEC in respect of certain co-investment transactions and the ability to offer multiple classes of shares;

• fees and disbursements of all accountants or auditors engaged by the Company, expenses related to the annual audit of the Company, expenses related to the financial statements of the Company and expenses related to the preparation, review, approval and filing of the Company’s tax information;

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• recordkeeping, custody and transfer agency fees and expenses;

• the costs of errors and omissions/directors’ and officers’ liability insurance and a fidelity bond;

• the Base Management Fee and the Administration Fee;

• the Incentive Fee;

• fees paid to third-party consultants or service providers relating to the Company’s establishment or operations and fees paid to third-party providers for due diligence and valuation services;

• the costs of preparing and mailing reports and other communications, including proxy, tender offer correspondence, annual reports or similar materials, to shareholders;

• fees of directors who are not “interested persons” and travel and administrative expenses of directors who are not “interested persons” relating to meetings of the Board and committees thereof;

• costs and charges related to electronic platforms through which investors may access, complete and submit subscription and other fund documents or otherwise facilitate activity with respect to their investment in the Company;

• all costs and charges for equipment or services used in communicating information regarding the Company’s transactions among the Advisor and any custodian or other agent engaged by the Company;

• any extraordinary expenses (as defined below), including indemnification expenses as provided for in the Company’s organizational documents;

• the allocable portion of cost, including the rent and overhead, of our Chief Compliance Officer and their administrative support staff, including the costs of any outsourced third-party Chief Compliance Officer; and

• other expenses not explicitly borne by the Advisor associated with the investment operations of the Company and its subsidiaries; and all reasonable costs and expenses incurred in connection with the formation and organization of, and offering and sale of Shares in, the Company, as determined by the Advisor, including all out-of-pocket legal, accounting, registration and filing fees and expenses will be borne by the Company. The Company will also bear certain administrative costs.

We reimburse the Advisor, subject to the Amended Expense Limitation Agreement, for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement and Advisory Agreement or otherwise. We expect our 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.

Portfolio and Investment Activity

As of June 30, 2024, the Company had 424 investments in 235 portfolio companies across 65 industries. Based on fair value as of June 30, 2024, 100% of the Company’s debt portfolio was invested in debt bearing a floating interest rate. The weighted average interest rate across the Company’s portfolio investments was approximately 11.3% as of June 30, 2024.

As of December 31, 2023, the Company had 231 investments in 150 portfolio companies across 55 industries. Based on fair value as of December 31, 2023, 100% of the Company’s debt portfolio was invested in debt bearing a floating interest rate. The weighted average interest rate across the Company’s portfolio investments was approximately 11.1% as of December 31, 2023.

As of June 30, 2024, the Company’s portfolio median EBITDA was $53.4 million. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.

As of June 30, 2024, the Company’s median loan-to-value (“LTV”) was 42.0%. LTV is calculated as net debt through each respective investment tranche in which the Company holds an investment divided by value of underlying collateral of the portfolio company.

Portfolio Asset Quality

We utilize an internally developed investment rating system to rate the performance of each portfolio company and to monitor our expected level of returns on each of our investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company’s future outlook and other factors that are deemed to be significant to the portfolio company.

As of June 30, 2024 and December 31, 2023, our investment portfolio had no investments on non-accrual status.

The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

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Consolidated Results of Operations

The Company was formed on September 26, 2022 and commenced investment operations on April 3, 2023. The following tables represent our operating results for the periods indicated:

	Three Months Ended June 30, 2024			For the Period from April 3, 2023 (commencement of operations) to June 30, 2023			Six Months Ended June 30, 2024
Total investment income	$	26,140,355		$	3,546,896		$	47,653,249
Less: Net expenses		(12,265,045	)		(1,733,766	)		(23,431,524	)
Net investment income (loss)		13,875,310			1,813,130			24,221,725
Net realized gain (loss)		455,631			4,695			775,985
Net change in unrealized depreciation		(758,760	)		—			(252,787	)
Net increase (decrease) in Net Assets resulting from operations	$	13,572,181		$	1,817,825		$	24,744,923

Net increases (decreases) in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.

	Three Months Ended June 30, 2024			For the Period from April 3, 2023 (commencement of operations) to June 30, 2023			Six Months Ended June 30, 2024
Investment income:
Interest income	$	25,998,128		$	3,546,896		$	47,390,907
Payment-in-kind		142,227			—			262,342
Total Investment Income	$	26,140,355		$	3,546,896		$	47,653,249

For the six months ended June 30, 2024, total investment income was driven by the Company’s deployment of capital and increasing invested balance of investments. The size of the Company’s investment portfolio at fair value was $941.3 million as of June 30, 2024 and, as of such date, all of the Company’s debt investments were income-producing.

For the period from April 3, 2023 (commencement of operations) to June 30, 2023, total investment income was driven by the Company’s deployment of capital and increasing invested balance of investments. The size of the Company’s investment portfolio at fair value was $193.1 million as of June 30, 2023 and, as of such date, all of the Company’s debt investments were income-producing.

Interest income on the Company’s debt investments is dependent on the composition and credit quality of the portfolio. Generally, the Company expects the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of June 30, 2024 and December 31, 2023, all of the Company’s debt investments were performing and current on their interest payments.

Expenses

Expenses were as follows for the periods indicated:

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	Three Months Ended September 30, 2023			For the Period from April 3, 2023 (commencement of operations) to June 30, 2023		Six Months Ended June 30, 2024
Expenses
Interest expense	$	8,200,297		$	1,603,075	$	15,731,759
Management fee		1,277,204			130,692		2,260,393
Income incentive fee		1,122,558			135,985		1,960,084
Capital gains-based incentive fee		(22,305	)		—		12,893
Organizational costs		—			1,296,462		—
Professional fees		391,568			—		729,148
Administration fee		385,420			40,824		681,874
Legal fees		140,746			—		808,484
Directors’ fees		50,000			50,000		100,000
Custody fees		22,566			—		51,220
Other expenses		532,780			303,433		955,815
Total expenses	$	12,100,834		$	3,560,471	$	23,291,670
Less expense (recoupment)support payments (to)by the Advisor		(164,211	)		1,560,028		(139,854	)
Waiver for management and incentive fees		—			266,677		—
Net expenses	$	12,265,045		$	1,733,766	$	23,431,524

Other expenses include valuation, insurance, filing, research, subscriptions, professional fees and other costs.

Expense support payments include operating expenses and organizational costs.

Income Taxes, Including Excise Taxes

The Company intends to elect to be treated as a RIC under the Code and intends each year to qualify and be eligible to be treated as such, so that it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or long-term capital gains, that are distributed (or deemed distributed, as described below) to shareholders. In order to qualify and be eligible for such treatment, the Company must meet certain asset diversification tests, derive at least 90% of its gross income for such year from certain types of qualifying income, and distribute to its shareholders at least 90% of its “investment company taxable income” as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses).

In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three and six months ended June 30, 2024, the Company did not incur any excise tax.

The Company’s investment strategy will potentially be limited by its intention to continue qualifying for treatment as a RIC and can limit the Company’s ability to continue qualifying as such. The tax treatment of certain of the Company’s investments under one or more of the qualification or distribution tests applicable to RICs is uncertain. An adverse determination or future guidance by the IRS or a change in law might affect the Company’s ability to qualify or be eligible for such treatment.

If, in any year, the Company were to fail to qualify for treatment as a RIC under the Code and were ineligible to or did not otherwise cure such failure, the Company would be subject to U.S. federal corporate tax on its taxable income at corporate rates and, when such income is distributed, shareholders would be subject to further tax on such distributions to the extent of the Company’s current or accumulated earnings and profits.

The Company accounts for income taxes in conformity with ASC Topic 740—Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions during the three and six months ended June 30, 2024.

The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.

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Financial Condition, Liquidity and Capital Resources

The Company generates cash from the net proceeds from the Private Offering and from cash flows from interest and fees earned from its investments and principal repayments and proceeds from sales of its investments. The Company also funds a portion of its investments through borrowings from banks and issuances of senior securities, and intends to continue to do so during times prior to when the Company has fully invested the proceeds of any closing on Shares in the Private Offering. The Company’s primary use of cash will be to make investments in portfolio companies, payments of Company expenses, payments of cash distributions to shareholders and repurchases of Shares under the Company’s discretionary share repurchase program.

We believe that our available borrowing capacity under the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility, our anticipated cash flows from the net proceeds from the Private Offering, our anticipated cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments, will be adequate to meet our cash needs for our daily operations, including to fund our unfunded commitment obligations.

Cash Flows

As of June 30, 2024 we had $18.7 million in cash and cash equivalents and restricted cash and restricted cash equivalents. During the six months ended June 30, 2024, we used $(347.2) million in cash for operating activities, primarily as a result of funding of portfolio investments of $(456.9) million, partially offset by repayment of portfolio investments of $90.7 million, and other operating activities of $19.0 million. Cash provided by financing activities was $346.3 million during the period, which was primarily the result of proceeds from the issuance of Shares in the Private Offering of $210.2 million and borrowings of $411.5 million under our financing arrangements, partially offset by distributions paid of $(5.2) million and repayments of borrowings of $(270.0) million.

As of December 31, 2023 we had $18.9 million in cash and cash equivalents and restricted cash and restricted cash equivalents. During the period from April 3, 2023 (commencement of operations) to December 31, 2023, we used $(548.4) million in cash for operating activities, primarily as a result of funding of portfolio investments of $(600.5) million, partially offset by repayment of portfolio investments of $35.3 million, and other operating activities of $16.8 million. Cash provided by financing activities was $567.3 million during the period, which was primarily the result of proceeds from the issuance of Shares in the Private Offering of $333.7 million and borrowings of $312.1 million under our financing arrangements, partially offset by distributions paid of $(7.0) million and repayments of borrowings of $(71.5) million.

Financing Transactions

The Company intends to utilize leverage (including through the establishment of wholly-owned financing subsidiaries), to finance its investments and operations. The amount of leverage that the Company employs will be subject to the restrictions of the 1940 Act and the supervision of the Board. At the time of any proposed borrowing, the amount of leverage the Company employs will also depend on the Advisor’s assessment of market and other factors.

Under the provisions of the 1940 Act, following approval from our initial shareholder of the reduced asset coverage requirements under Section 61(a)(2) of the 1940 Act, which approval became effective on January 21, 2023, we are currently permitted to issue “senior securities” only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. For purposes of the 1940 Act, “asset coverage” means the ratio of (1) the total assets of a BDC, less all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such BDC’s preferred stock). Under the 1940 Act, any shares of preferred stock that we may issue will constitute a “senior security” for purposes of the 150% asset coverage test. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the dividend distribution or repurchase. As of June 30, 2024 and December 31, 2023, our asset coverage ratio, as defined under the 1940 Act, was 238.2% and 231.2%, respectively.

The Company intends to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt, and may form one or more wholly-owned financing subsidiaries in the future in connection therewith. The Company may also use leverage in the form of the issuance of preferred shares, but does not currently intend to do so, or by using reverse repurchase agreements or similar transactions and derivatives. The Company may use leverage for investments, working capital, expenses and general corporate purposes (including to pay dividends or distributions).

In determining whether to borrow money or issue debt on behalf of the Company, the Advisor will analyze, as applicable, the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to the Company’s investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.

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As of June 30, 2024 and December 31, 2023, the Company had outstanding borrowings of $397,670,535 and $248,370,535, respectively. The Company may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

MassMutual SPV I Facility

On April 3, 2023, in connection with the acquisition of the Initial Portfolio, the Company, through SPV Facility I as borrower, entered into a Loan and Security Agreement (the “MassMutual SPV I Facility”) with Massachusetts Mutual Life Insurance Company (“MassMutual”), as the administrative agent and facility servicer, and the lenders party thereto from time to time.

Under the MassMutual SPV I Facility, the lenders made initial commitments of $200,000,000. On September 26, 2023, SPV Facility I and MassMutual amended the MassMutual SPV I Facility (the “MassMutual First Amendment”). The MassMutual First Amendment, among other things, increased the aggregate commitments by the lenders to $250,000,000. Borrowings under the MassMutual SPV I Facility will generally bear interest at a rate per annum equal to 3-Month Term SOFR plus a margin of 3.25%, with a 1.0% floor on Term SOFR. The MassMutual SPV I Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility I and a pledge over 100% of the Company’s equity interest in SPV Facility I. The MassMutual SPV I Facility requires payment of (a) a non-use fee during the 18-month availability period of 0.40% on the difference between the average daily outstanding balance under the facility relative to the maximum amount of commitments at such time, and (b) after the 18-month availability period until the stated maturity date, a utilization fee equal to the positive difference, if any, in respect of any period between (i) the amount of interest that would have accrued under the MassMutual SPV I Facility if the principal outstanding thereunder were equal to 75% of the maximum commitment amount in that period, and (ii) the amount of interest that actually accrued under the MassMutual SPV I Facility for such period on the loans advanced thereunder. The Advisor paid, on the Company’s behalf, a customary upfront 1.25% commitment fee in connection with the MassMutual SPV I Facility, which amount was subject to reimbursement by the Company under the Amended Expense Limitation Agreement.

The MassMutual SPV I Facility matures on March 31, 2033, unless sooner terminated in accordance with its terms.

As of June 30, 2024 and December 31, 2023, the Company had an outstanding principal balance under the MassMutual SPV I Facility of $134,000,000 and $154,500,000, respectively. For the three and six months ended June 30, 2024, the Company’s borrowings under the MassMutual SPV I Facility bore interest at a weighted average interest rate of 8.60% and 8.61%, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Company’s borrowings under the MassMutual SPV I Facility bore interest at a weighted average interest rate of 8.50%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the MassMutual SPV I Facility were $139,164,835 and $147,340,659, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the daily average amount of outstanding borrowings under the MassMutual SPV I Facility was $22,283,708.

BMO SPV II Credit Facility

On May 1, 2023, the Company, through SPV Facility II as borrower, entered into a Loan and Security Agreement (the “BMO Loan and Security Agreement”) with Bank of Montreal, a (“BMO”), as the administrative agent, as collateral agent, and as a lender, and the other lenders party thereto from time to time, to provide SPV Facility II with a revolving credit facility (the “BMO SPV II Credit Facility”). BMO had made an initial commitment of $81,250,000 under the BMO SPV II Credit Facility, with an accordion provision to permit increases to the total facility amount up to $100,000,000, subject to satisfaction of certain conditions. On July 3, 2023, SPV Facility II and BMO entered into an amendment (the “BMO First Amendment”) to the BMO Loan and Security Agreement. The BMO First Amendment provides for, among other things, (1) a funded amount from the lenders of $100,750,000 as of the amendment effective date and (2) an increase in the maximum total commitments of the lenders under the accordion provision in the BMO Loan and Security Agreement to $125,000,000. Borrowings under the BMO SPV II Credit Facility generally bear interest at a rate per annum equal to 3-Month Term SOFR plus a margin of 2.50% (subject to credit spread adjustments based on the weighted average spread of certain loan assets). The BMO SPV II Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility II and a pledge over 100% of the Company’s equity interest in SPV Facility II.

The BMO SPV II Credit Facility matures on May 1, 2030, unless sooner terminated in accordance with its terms.

As of June 30, 2024 and December 31, 2023, the Company had an outstanding principal balance under the BMO SPV II Credit Facility of $100,670,535 and $93,870,535, respectively, in connection with investments purchased through participation agreements from BMO. For the three and six months ended June 30, 2024, the Company’s borrowings under the BMO SPV II Credit Facility bore interest at a weighted average interest rate of 7.81% and 7.82%, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the Company’s borrowings under the BMO SPV II Credit Facility bore interest at a weighted average interest rate of 7.55%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the BMO SPV II Credit Facility were $101,527,678 and $98,714,491, respectively. For the period from April 3, 2023 (commencement of operations) to June 30, 2023, the daily average amount of outstanding borrowings under the BMO SPV II Credit Facility was $77,137,728.

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Wells Fargo SPV III Credit Facility

On December 1, 2023, the Company, through SPV Facility III as borrower, entered into a Loan and Security Agreement (the “Wells Fargo Loan and Security Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as the administrative agent, UMB Bank, National Association, as the collateral agent, and the lenders party thereto from time to time, to provide SPV Facility III with a revolving credit facility (the “Wells Fargo SPV III Credit Facility”). The lenders have made aggregate commitments of $250,000,000 under the Wells Fargo SPV III Credit Facility.

Borrowings under the Wells Fargo SPV III Credit Facility will generally bear interest at a rate per annum equal to Daily Simple SOFR plus a margin of 2.65%, with a 0.0% floor on Daily Simple SOFR. Amounts available for borrowing under the Wells Fargo SPV III Credit Facility are subject to a borrowing base that applies different advance rates to different types of assets held by SPV Facility III and are subject to limitations with respect to the loans securing the Wells Fargo SPV III Credit Facility, which may affect the borrowing base and therefore amounts available to borrow under the Wells Fargo SPV III Credit Facility. The Wells Fargo SPV III Credit Facility is secured by a first priority security interest in substantially all of the assets of SPV Facility III and a pledge over 100% of the Company’s equity interest in SPV Facility III.

In connection with the Wells Fargo SPV III Credit Facility, SPV Facility III is required to pay a non-use fee equal to, during the first six months of the availability period, 0.50% multiplied by the unutilized portion of the total commitments available under the Wells Fargo SPV III Credit Facility. After the first six months of the availability period, SPV Facility III is subject to a non-usage fee of 0.5% on any undrawn amount that is less than or equal to 35% of the total commitments, as well as a non-usage fee of 2% of the difference between 65% of the total commitments available and the effective drawn amount in the event that SPV Facility III draws on less than 65% of total commitments available under the Wells Fargo SPV III Credit Facility.

The reinvestment period end date (after which no borrowings may be drawn under the Wells Fargo SPV III Credit Facility) and the maturity date under the Wells Fargo SPV III Credit Facility are scheduled for December 1, 2026 and December 1, 2028, respectively, unless the Wells Fargo Loan and Security Agreement is sooner terminated in accordance with its terms.

As of June 30, 2024, the Company had an outstanding principal balance under the Wells Fargo SPV III Credit Facility of $163,000,000. As of December 31, 2023, the Company had no outstanding principal balance under the Wells Fargo SPV III Credit Facility. For the period from April 3, 2023 (commencement of operations) to December 31, 2023, the Company had no borrowing activity under the Wells Fargo SPV III Credit Facility. For the three and six months ended June 30, 2024, the Company’s borrowings under the Wells Fargo SPV III Credit Facility bore interest at a weighted average interest rate of 7.97%. For the three and six months ended June 30, 2024, the daily average amount of outstanding borrowings under the Wells Fargo SPV III Credit Facility was $130,681,319 and $103,016,667, respectively.

For the six months ended June 30, 2024, the Company’s aggregate weighted average interest rate under the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility (the “Lines of Credit”) amounted to 8.32%. The Company’s aggregate daily average amount of borrowings under the Lines of Credit for the six months ended June 30, 2024 amounted to $347,939,766.

Effective April 19, 2024, the Company, through its subsidiary SPV Facility IV, may from time-to-time purchase or originate loans and sell a participation in all or a portion of such loans to Macquarie Bank Limited and its affiliates, and concurrently with entering in to such participation arrangement, agree to repurchase, or otherwise pay for the termination of, such participation arrangement. The Company and SPV Facility IV may collectively have obligations to repurchase assets arising from such transactions that collectively have an aggregate principal amount at any one time outstanding of up to $150,000,000. In connection therewith, for repurchase transactions entered into by the Company, certain affiliates of Atalaya Capital Management LP will guarantee such repurchase transactions in an aggregate principal amount at any time outstanding not to exceed $100,000,000 subject to certain terms and conditions. For the three months ended June 30, 2024, the Company had no borrowing activity with Macquarie Bank Limited.

The Lines of Credit each include customary affirmative and negative covenants, including financial covenants requiring the Company to maintain a minimum shareholders’ equity and asset coverage ratio, and certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

Distributions and Distribution Reinvestment

We expect to pay regular quarterly distributions. Any distributions we make will be at the discretion of our Board, considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Delaware law. As a result, our distribution rates and payment frequency may vary from time to time.

On March 14, 2024, the Board declared a distribution on the Shares payable on April 30, 2024 to shareholders of record as of the close of business on March 29, 2024 (the “Q1 2024 Distribution”). The amount of the Q1 2024 Distribution equaled $0.65 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 259,187 Shares were issued on January 1, 2024 in connection with the Company’s DRIP for the Q4 2023 Distribution.

On May 7, 2024, the Board declared a distribution on the Shares payable on July 31, 2024 to shareholders of record as of the close of business on June 28, 2024 (the “Q2 2024 Distribution”). The amount of the Q2 2024 Distribution equaled $0.65 per Share and was paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP. 283,784 Shares were issued on April 1, 2024 in connection with the Company’s DRIP for the Q1 2024 Distribution.

66

Our Board’s discretion as to the payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC requirements. To maintain our treatment as a RIC, we generally are required to make aggregate annual distributions to our shareholders of at least 90% of our investment company taxable income.

There is no assurance we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, such as borrowings, return of capital or offering proceeds, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from this and any future offering and the performance of our investments. Funding distributions from borrowings, return of capital or proceeds of the Private Offering will result in us having less funds available to acquire investments. As a result, the return investors realize on their investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from offering proceeds will dilute investors’ interest in us on a percentage basis and may impact the value of their investment especially if we sell these securities at prices less than the price an investor paid for their Shares.

We have not established limits on the amount of funds we may use from any available sources to make distributions. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at a specific rate or at all. The Advisor and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

Consistent with the Code, shareholders will be notified of the source of our distributions. Our distributions may exceed our earnings and profits, especially during the period before we have substantially invested the proceeds from the Private Offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. The tax basis of Shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of Shares.

For a period of time following commencement of the Private Offering, which time period may be significant, we expect substantial portions of our distributions may be funded indirectly through the reimbursement of certain expenses by the Advisor and its affiliates, including through the waiver of management and incentive fees by the Advisor, that are subject to conditional reimbursement by us within three years. Any such distributions funded through expense reimbursements or waivers of management and incentive fees are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or the Advisor or its affiliates continues to advance such expenses or waive such fees. Our future reimbursement of amounts advanced or waived by the Advisor and its affiliates will reduce the distributions that you would otherwise receive in the future. Other than as set forth in this Report, the Advisor and its affiliates have no obligation to advance expenses or waive advisory fees.

We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and we declare, a cash distribution, then our shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional Shares, rather than receiving the cash dividend or other distribution. Shares will be issued pursuant to the distribution reinvestment plan at their NAV per Share for such Shares at the time the distribution is payable. There is no sales load or other charge for reinvestment, but shareholder servicing fees and distribution fees will be charged where applicable. The Company may terminate the distribution reinvestment plan at any time upon 30 days’ notice to shareholders. Any expenses of the distribution reinvestment plan will be borne by the Company. The reinvestment of dividends and distributions pursuant to the distribution reinvestment plan will increase the Company’s assets on which the Base Management Fee is payable to the Advisor.

Generally, for U.S. federal income tax purposes, shareholders receiving Shares under the distribution reinvestment plan will be treated as having received a distribution equal to the amount payable to them in cash as a distribution had the shareholder not participated in the distribution reinvestment plan.

Discretionary Share Repurchase Program

We do not intend to list our Shares on a securities exchange and we do not expect there to be a public market for our shares. As a result, if you purchase our Shares, your ability to sell your shares will be limited. We have commenced a share repurchase program in which we intend to offer to repurchase in each quarter, subject to market conditions and the discretion of the Board, up to 5% of our Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. Our Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All Shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Shares.

67

During the six months ended June 30, 2024, we repurchased 64,340 Shares pursuant to our discretionary share repurchase program. See “Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities” in Part II of this Report for more information.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Management will utilize available information, which includes our history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our consolidated financial statements.

Critical accounting estimates are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. We will evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified the valuation of portfolio investments, specifically the valuation of Level 3 investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition.

We have also identified revenue recognition as a critical accounting policy. See “Note 2. Significant Accounting Policies” in “Item 1. Unaudited Consolidated Financial Statements” in this Report for more information regarding the Company’s most significant accounting policies, including those relating to the valuation of its investment portfolio and revenue recognition. These significant accounting policies should be read in conjunction with the Company’s unaudited consolidated financial statements in Item 1. Unaudited Consolidated Financial Statements” of Part I of this Report, “Item 1A. Risk Factors” in Part I of our annual report on Form 10-K for the year ended December 31, 2023.

As of June 30, 2024 and December 31, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 169.1% and 169.6%, respectively, of our total net assets.

Contractual Obligations and Off-Balance Sheet Arrangements

We have entered into certain contracts under which we may have material future commitments. We have entered into each of the Advisory Agreement and the Administration Agreement with the Advisor to provide us with investment advisory services and administrative services. Payments for investment advisory services under the Advisory Agreement and payment of the Administration Fee under the Administration Agreement are described in “Note 3. Related Party Transactions” in “Item 1. Unaudited Consolidated Financial Statements”.

Under the Sub-Advisory Agreement, the Advisor has engaged SGEAIL to provide certain ongoing, non-discretionary investment advice and services to the Advisor in regard to the Advisor’s management of the Company, in exchange for which the Sub-Advisor will receive from the Advisor 20% of the Base Management Fee and Incentive Fee payable to the Advisor by the Company.

In addition, we have entered into the Amended Expense Limitation Agreement with the Advisor which was most recently extended in March 2024 for an additional one-year term, ending on April 3, 2025, and which may be extended for additional one-year periods on an annual basis. Under the Amended Expense Limitation Agreement, any Expense Payments will be subject to recoupment by the Advisor to the extent that such recoupment would not cause the Company to exceed the Expense Cap. See “Note 3. Related Party Transactions” in “Item 1. Unaudited Consolidated Financial Statements” in this Report for more information. As of June 30, 2024 and December 31, 2023, the Company had $2,232,236 and $2,372,090, respectively, in expenses subject to recoupment by the Advisor. Recoupment must occur within three years from the end of the month in which such fees and expenses were waived, reimbursed or paid by the Advisor.

If any of our contractual obligations are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we receive under the Advisory Agreement, the Sub-Advisory Agreement and the Administration Agreement.

68

Off-Balance Sheet Arrangement

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in our balance sheet. Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments and limited partnership interests, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements and subscription agreements, respectively. Unfunded commitments on debt investments are presented on our consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in our consolidated statement of assets and liabilities and consolidated statement of operations.

As of June 30, 2024 and December 31, 2023, we had the following outstanding commitments to fund investments. As of June 30, 2024 and December 31, 2023, we believe we have adequate financial resources to satisfy such commitments.

69

Investments	June 30, 2024		December 31, 2023
3 Step Sports LLC Delayed Draw Term Loan	$	456,482	$	456,073
Accent Building Materials Holdings LLC Term B Delayed Term Loan		438,585		653,571
Accordion Partners LLC Revolving Loan		145,591		291,182
Accordion Partners LLC Third Amendment Delayed Draw Term Loan		349		297,006
ACP Avenu Buyer, LLC Delayed TL		395,536		—
ACP Avenu Buyer, LLC Revolving Credit		235,045		—
ACP Falcon Buyer, Inc. Revolving Loan		333,333		—
AEP Passion Intermediate Holdings, Inc. 2023 Incremental Delayed Draw Term Loan		234,711		—
AI Fire Buyer, Inc. Delayed Draw Term Loan		222,906		312,894
Alera Group, Inc. Delayed Draw Term Loan		557,157		665,925
Ambient Enterprises Holdco LLC Delayed Draw Term Loan		261,702		1,021,277
Ambient Enterprises Holdco LLC Revolving Loan		893,617		893,617
Any Hour LLC Delayed Term Loan		2,077,922		—
Any Hour LLC Revolving Credit		903,896		—
APD VOR Debt, LP		2,483,677		—
Apex Service Partners, LLC Delayed Draw Term Loan		114,375		855,366
Apex Service Partners, LLC Revolving Loan		167,243		278,067
Aptean Acquiror Inc. Delayed Draw Term Loan		810,041		—
Aptean Acquiror Inc. Revolving Credit		436,880		—
Arctic Holdco, LLC Initial Revolving Loan		154,482		—
Arcticom Group Delayed Draw Term Loan		5,144		5,145
Artivion, Inc. Delayed Draw Term Loan		557,604		—
Associations, Inc. Revolving Loan		434,018		—
Associations, Inc. Special Purpose Delayed Draw Term Loan		541,654		—
ATI Restoration, LLC Second Amendment Delayed Draw Term Loan		1,262,187		1,629,243
AVW WV Buyer, Inc. Fourth Amendment Delayed Draw Term Loan		1,142,132		—
AXIS PORTABLE AIR LLC Fifth Amendment Delayed Draw Term Loan		—		2,259,036
Bamboo US BidCo LLC Initial Delayed Draw Term Loan		87,270		100,343
Beacon Oral Specialists Management LLC Sixth Amendment Delayed Draw Term Loan		7,000,000		—
Best Roofing Services LLC Revolving Loan		895,522		—
BNI Global, LLC Revolving Credit Loan		267,147		—
Castlelake Consumer Receivables Opportunity III, L.P. Fund		4,083,098		—
Centex Acquisition, LLC Revolving Loan		1,014,816		—
Cerity Partners Equity Holding LLC 2024 Incremental Delayed Draw Term Loan		6,730,769		—
Cerity Partners Equity Holding LLC Initial Revolving Loan		1,062,599		—
Chef Merito, LLC Delayed Draw Term Loan C		340,515		—
Cherry Bekaert Advisory LLC Amendment No. 1 Delayed Draw Term Loan		2,815,580		—
Citrin Cooperman Advisors LLC 2022-2 Incremental Delayed Draw Term Loan		—		269,486
CMG HoldCo, LLC Delayed Draw Loan (Crete Mechanical Group)		857,948		937,375
Community Care Partners, LLC Delayed Draw Term B Loan		297,901		297,901
Costanzo’s Bakery, LLC Delayed Term Loan		363,263		—
Crash Champions Intermediate, LLC Revolving Credit Loan		—		264,767
CVAUSA Management, LLC Primary Delayed Draw Term Loan		712,428		712,428
CVAUSA Management, LLC Secondary Delayed Draw Term Loan		298,226		298,226
CVAUSA Management, LLC Term Loan		4,975		—
Danforth Global, Inc. Delayed Term Loan		540,400		—
Danforth Global, Inc. Third Amendment Additional Term Loan		480,000		—
Demakes Borrower, LLC Delayed Draw Term Loan		97,905		—
DermCare Management, LLC Fourth Amendment Delayed Draw Term Loan		5,996,800		—
Discovery SL Management, LLC Delayed Draw Term Loan B		1,215,000		—
Discovery SL Management, LLC Revolving Credit Loan		243,000		—
DOXA Insurance Holdings LLC Delayed Draw Term Loan		96,891		—
Echo Purchaser, Inc. Delayed Draw Term Loan (Exostar)		118,027		118,027
Enverus Holdings, Inc. Revolving Loan		405,405		405,405
Enverus Holdings, Inc.Delayed Draw Term Loan		266,409		266,409
ETE Intermediate II LLC Revolving Loan		62,857		235,714
Ethos Risk Services, LLC Delayed Draw Term C Loan		2,666,667		—
EVDR Purchaser, Inc. Delayed Draw Term Loan		1,372,549		—
EVDR Purchaser, Inc. Revolving Credit Loan		727,451		—
Excel Fitness Holdings, Inc. Delayed Draw Term Loan		333,333		1,666,667
Excel Fitness Holdings, Inc. Delayed Term Loan		2,359,418		—
Faraday Buyer, LLC Delayed Draw Term Loan (MacLean Power Systems)		380,895		380,895
Fidelity Evergreen Private Credit Fund LP		12,962,963		—
Five Star Buyer, Inc. Delayed Draw Term Loan		—		237,838
FMG Suite Holdings, LLC Revolving Credit		437,254		290,774
Forward Solutions, LLC Third Amendment Delayed Draw Term Loan		2,305,837		—
G-A-I Consultants, Inc. First Amendment Delayed Draw Term Loan		3,947,369		—
G-A-I Consultants, Inc. Revolving Loan		426,316		—

70

Investments	June 30, 2024		December 31, 2023
Galway Borrower LLC Third Amendment Delayed Draw Term Loan	$	1,000,000	$	—
Gen4 Dental Partners OPCO, LLC Closing Date Delayed Draw Term Loan		1,904,762		—
Gen4 Dental Partners OPCO, LLC Revolving Loan		380,952		—
GS Acquisitionco, Inc. Revolving Loan		1,037,234		—
GS Acquisitionco, Inc. Seventh Suplemental Delayed Draw Term Loan		4,531,915		—
Guidepoint Security Holdings, LLC Delayed Draw Term Loan		78,263		78,263
Hanger, Inc. Incremental Delayed Draw Term Loan		—		619,787
HEC Purchaser Corp. Revolving Loan		703,125		—
HEC Purchaser Corp. Term Loan A		—		—
HEF Safety Ultimate Holdings, LLC Delayed Draw Term Loan		710,680		—
HEF Safety Ultimate Holdings, LLC Initial Term Loan		—		—
High Street Buyer, Inc. 2024 Delayed Draw Term Loan		999,819		—
Hills Distribution, Inc. Delayed Draw Term Loan		1,040,029		114,103
Hobbs & Associates, LLC Third Amendment Delayed Draw Term Loan		1,048,312		—
Houseworks Holdings, LLC Delayed Draw Term Loan		2,500,000		2,500,000
Houseworks Holdings, LLC Fourth Amendment Delayed Draw Term Loan		2,554,134		—
Inszone Mid, LLC A&R Delayed Draw Term Loan Facility		483,795		—
Inventus Power, Inc. Revolving Loan		355,932		355,932
ISG Enterprises, LLC Delayed Draw Term Loan (2023)		278,400		—
JHCC Holdings LLC 2024-A Incremental Delayed Draw Term Loan		800,043		—
Jones Industrial Holdings, Inc. Delayed Draw Term Loan		—		1,000,000
KENE Acquisition, Inc. Initial Delayed Draw Term Loan		427,586		—
KL Moon Acquisition, LLC Delayed Draw Term Loan		252,268		—
Legitscript LLC Delayed Draw Loan		—		948,706
Liberty Purchaser, LLC Revolving Loan (Magna Legal Services)		562,030		562,030
Lido Advisors, LLC Fourth Amendment Delayed Draw Term Loan		1,083,996		1,274,699
Lighthouse Technologies Holding Corp. Revolving Loan		815,899		815,899
Loving Tan Intermediate II Inc. Revolving Loan		140,000		140,000
ManTech International Corporation Delayed Draw Term Loan		614,940		614,940
MB2 Dental Solutions, LLC Revolving Commitment		232,935		—
MB2 Dental Solutions, LLC Tranche 1 Delayed Draw Term Loan		1,493,174		—
MB2 Dental Solutions, LLC Tranche 2 Delayed Draw Term Loan		895,904		—
Medical Device Inc. Revolving Loan		551,739		551,739
Medical Technology Solutions, LLC Delayed Draw C Term Loan		—		126,557
Medical Technology Solutions, LLC Delayed Draw D Term Loan		316,392		316,392
Medina Health, LLC Revolving Loan		393,258		—
Medrina, LLC Initial Delayed Draw Term Loan Facility		744,681		744,681
Medrina, LLC Revolving Facility		531,915		531,915
MKD Electric, LLC Revolving Loan		863,724		—
Modigent, LLC Delayed Term Loan		275,244		403,288
Neptune Flood Incorporated Revolving Loan		—		154,000
NORA Acquisition, LLC Revolving Credit		388,889		—
North Haven USHC Acquisition, Inc. Fourth Amendment Delayed Draw Term Loan		661,999		—
Oakbridge Insurance Agency LLC Delayed Draw Term Loan		220,386		220,386
Opta Inc. 2024 Incremental Delayed Term Loan		1,750,000		—
OSR Opco LLC Delayed Draw Term Loan		1,066,667		—
OSR Opco LLC Revolving Loan		1,600,000		—
Pacific Purchaser, LLC Delayed Draw Term Loan		352,113		—
Pacific Purchaser, LLC Revolving Loan		176,056		—
PDI TA Holdings, Inc. Delayed Draw Term Loan		1,212,960		—
PDI TA Holdings, Inc. Revolving Credit		560,000		—
Penncomp, LLC Delayed Draw Term Loan A		1,930,159		2,412,699
Peter C. Foy & Associates Insurance Services, LLC Delayed Draw Term Loan D		—		2,500,000
Peter C. Foy & Associates Insurance Services, LLC Tranche E Delayed Term Loan		4,591,125		—
Petra Borrower, LLC Delayed Draw Term Loan		1,250,000		1,250,000
Petra Borrower, LLC Revolving Loan		250,000		500,000
Phoenix YW Buyer, Inc. Revolving Credit Loan		1,136,364		—
PPW Aero Buyer, Inc. 2024 Delayed Draw Term Loan		3,225,000		—
PracticeTek Purchaser, LLC Delayed Draw Term Loan		587,190		615,574
Premier Tires & Service Acquisition, LLC Incremental Delayed Draw Term Loan		1,980,000		—
Refocus Management Services, LLC Delayed Draw Term B Loan		—		666,667
RoC Holdco LLC Revolving Credit Loan		732,000		—
RPM Purchaser, Inc. Delayed Draw Term Loan B		517,857		1,071,429
Rural Sourcing Holdings, Inc. Delayed Draw Term Loan		—		352,000
Rural Sourcing Holdings, Inc. Revolving Loan		264,000		264,000
SageSure Holdings, LLC Delayed Draw Term Loan		1,041,212		1,041,211
Saldon Holdings, Inc. Initial DDTL Loan		126,942		—
Salt Dental Collective, LLC Delayed Draw Term Loan		—		2,500,000

71

Investments	June 30, 2024		December 31, 2023
SDG Mgmt Company, LLC Delayed Draw Term Loan	$	264,419	$	—
Signature Brands, LLC Term Loan		518,015		531,357
Sonny’s Enterprises, LLC Delayed Draw Term Loan		336,000		516,000
Spark Purchaser, Inc. Revolving Credit		808,655		—
Superjet Buyer, LLC Delayed Draw Term Loan		5,038,333		—
SureWerx Purchaser III, Inc. Delayed Draw Term Loan		430,010		430,010
TCP Hawker Intermediate LLC Delayed Draw Term Loan		79,755		221,541
Thames Technology Holdings, Inc. Delayed Draw Term Loan		788,644		788,643
Thames Technology Holdings, Inc. Revolving Loan		788,644		788,643
Track Branson Opco, LLC, The Revolving Loan		237,838		237,838
Transgo, LLC Revolving Loan		605,000		—
Trench Plate Rental Co. Revolving Loan		151,724		372,414
Truck-Lite Co., LLC Delayed Draw Term Loan		622,222		—
Truck-Lite Co., LLC Initial Revolving Credit Loan		601,481		—
TVG Shelby Buyer, Inc. Amendment No. 6 Incremental Delayed Draw Term Loan		2,500,000		—
TVG Shelby Buyer, Inc. Revolving Credit Loan		250,000		—
Upstack Holdco Inc. 2023 Delayed Draw Term Loan		1,193,064		1,348,661
Upstack Holdco Inc. Delayed Draw Term Loan		—		177,087
Valkyrie Buyer, LLC Delayed Draw Term Loan A		561,404		—
Valkyrie Buyer, LLC Delayed Draw Term Loan B		748,538		—
Valkyrie Buyer, LLC Delayed Draw Term Loan C		1,824,562		—
Valkyrie Buyer, LLC Revolving Credit Loan		11,696		—
Vertex Service Partners, LLC Delayed Draw Term Loan		1,023,402		2,733,746
Vertex Service Partners, LLC Revolving Facility		348,837		406,977
Vital Care Buyer, LLC Revolving Loan (2024)		744,186		—
VPP Intermediate Holdings, LLC Amendment No. 3 Delayed Draw Term Loan		438,421		510,667
VRC Companies, LLC Third Amendment Delayed Draw Term Loan		1,286,667		—
Wildcat Buyerco, Inc. Incremental Delayed Draw Term Loan (NSI Industries)		626,736		119,975
Worldwide Insurance Network, LLC DDTL		1,994,318
ZB Holdco LLC 2023-1 Delayed Draw Term Loan		27,336		195,254
Total unfunded commitments	$	160,614,978	$	50,726,367

Recent Developments

The Company’s management has evaluated events subsequent to June 30, 2024 through the date the consolidated financial statements were issued. The Company has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements other than as set forth below.

As of July 1, 2024, the Company sold 2,520,073 Shares in the Private Offering pursuant to Subscription Agreements entered into with the participating investors for aggregate consideration of $65.2 million.

On August 1, 2024, the Company offered to purchase up to 1,079,243 Shares at a purchase price equal to the NAV per Share as of September 30, 2024 (the “August 2024 Tender Offer”), upon the terms and subject to the conditions set forth in the offer to purchase for the August 2024 Tender Offer. The August 2024 Tender Offer is set to expire on August 30, 2024.

On August 8, 2024, the Board declared a distribution on the Shares equal to an aggregate amount up to the (i) Company’s taxable earnings, including net investment income (if positive) and capital gains, for the three months ended September 30, 2024 and (ii) such other amounts as may be required to allow the Company to qualify for taxation as a RIC under the Code and eliminate any income and excise tax imposed on the Company (the “Q3 2024 Distribution”). The Q3 2024 Distribution is payable on October 31, 2024 to shareholders of record as of the close of business on September 30, 2024. The final amount of the Q3 2024 Distribution will be determined by the Company’s management at a later date, in accordance with the Board’s authorization. The Q3 2024 Distribution will be paid in cash or reinvested in additional Shares for shareholders participating in the Company’s DRIP.

The Company received approximately $26.4 million of subscriptions effective August 1, 2024 in connection with its monthly closing for the Private Offering.

72

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. A rise in interest rates would also be expected to lead to higher cost on our floating rate borrowings, including under the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility, which may reduce our net investment income.

We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

We invest primarily in illiquid debt securities of private middle-market companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith pursuant to procedures adopted by the Advisor and overseen by the Board in accordance with the Advisor’s valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Because most of our investments bear interest at floating rates, we anticipate that an increase in interest rates would have a corresponding increase in our interest income that would likely offset any increase in our cost of funds and, thus, net investment income would not be reduced. A prolonged reduction in interest rates could reduce our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over the applicable interest rate that we earn on any portfolio investments, a decrease in our operating expenses or a decrease in the interest rate of our floating interest rate liabilities. There can be no assurance that a significant change in market interest rates will not have an adverse effect on our net investment income.

Assuming that the consolidated statement of assets and liabilities as of June 30, 2024 were to remain constant and that the Company took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

	Increase (Decrease) in			Decrease (Increase) in			Net Increase (Decrease) in
Change in Interest Rates	Interest Income			Interest Expense			Net Investment Income
Down 200 basis points	$	(947,818	)	$	314,635		$	(633,183	)
Down 150 basis points		(710,864	)		235,976			(474,887	)
Down 100 basis points		(473,909	)		157,318			(316,591	)
Down 50 basis points		(236,955	)		78,659			(158,296	)
Up 50 basis points		236,955			(78,659	)		158,296
Up 100 basis points		473,909			(157,318	)		316,591
Up 150 basis points		710,864			(235,976	)		474,887
Up 200 basis points		947,818			(314,635	)		633,183

This analysis is indicative of the potential impact on our net investment income as of June 30, 2024, assuming an immediate and sustained change in interest rates as noted. It should be noted that we anticipate growth in our portfolio funded in part with additional borrowings under the MassMutual SPV I Facility, the BMO SPV II Credit Facility and the Wells Fargo SPV III Credit Facility, and potentially other borrowings, and such borrowings, to the extent they are floating rate borrowings, all else being equal, will increase our sensitivity to interest rates, and such changes could be material. In addition, this analysis does not adjust for potential changes in our portfolio or our borrowing facilities after June 30, 2024, nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.

Because it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rates may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of June 30, 2024 and December 31, 2023, we had no hedging transactions in place as we deemed the risk acceptable, and we did not believe it was necessary to mitigate this risk at that time.

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From time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements. We may use derivative instruments from time to time, including foreign currency forward contracts and cross currency swaps, to manage the impact of fluctuations in foreign currency exchange rates. In addition, we may have the ability to borrow in foreign currencies under any credit facilities or enter into other financing arrangements, which provides a natural hedge with regard to changes in exchange rates between the foreign currencies and U.S. dollar and reduces our exposure to foreign exchange rate differences. We expect to typically be a net receiver of these foreign currencies as related for our international investment positions, and, as a result, our investments denominated in foreign currencies, to the extent not hedged, are expected to benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

Changes in Internal Control Over Financial Reporting

Management has not identified any changes in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company, the Advisor nor the Company’s subsidiaries are currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company, the Advisor or the Company’s subsidiaries. From time to time, the Company, the Advisor, and/or the Company’s subsidiaries may be party to certain legal proceedings in the ordinary course of business or otherwise, including, without limitation, proceedings relating to the enforcement of the Company’s or its subsidiaries’ rights under contracts with portfolio companies. The Company’s and the Advisor’s respective businesses are also subject to extensive regulation, which may result in regulatory proceedings against the Company and/or the Advisor. The outcome of any legal proceedings cannot be predicted with certainty, and there can be no assurance whether any legal proceedings will have a material adverse effect on the Company’s or the Advisor’s financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

Before making a decision to transact in our securities, you should carefully consider the risks referenced below and all other information contained in this Report, including our interim financial statements and the related notes thereto, which could materially affect the Company’s business, financial condition and/or operating results, as well as the value of the Company’s securities. The risks referenced herein are not the only risks the Company faces. Additional risks and uncertainties that are not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results, as well as the value of the Company’s securities.

There have been no material changes during the three months ended June 30, 2024 to the risk factors previously disclosed in our annual report on Form

10-K

for the year ended December 31, 2023, which you should carefully consider before transacting in our securities. If any of such risks actually occur, the Company’s business, financial condition and/or operating results could be materially adversely affected. If that happens, the value of the Company’s securities could decline, and you may lose all or part of your investment.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Sales of Unregistered Equity Securities

We have entered into Subscription Agreements with investors and expect to enter into additional Subscription Agreements with a number of investors in connection with the Private Offering, pursuant to which have issued and sold, and expect to continue to issue and sell, Shares under the exemption provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or pursuant to Regulation S under the Securities Act.

Except as previously reported by the Company on its current reports on Form

8-K,

the Company did not sell any equity securities during the six months ended June 30, 2024 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

On May 1, 2024, the Company commenced a tender offer (the “May 2024 Tender Offer”) pursuant to which the Company offered to repurchase up to 829,037 Shares tendered prior to 11:59 p.m., Eastern Time on May 29, 2024 (the “May 2024 Tender Offer Expiration Date”). 64,340 Shares were validly tendered by shareholders and not properly withdrawn prior to the May 2024 Tender Offer Expiration Date. The Company accepted for purchase 100% of the Shares that were validly tendered and not properly withdrawn prior to the May 2024 Tender Offer Expiration Date, at a purchase price per share equal to $25.86, the Company’s NAV per share as of June 30, 2024.

The following table sets forth information regarding repurchases of Shares effectuated under Company tender offers during the three months ended June 30, 2024:

Offer Date	Tender Offer Expiration		Purchase Price per Share		Total Number of Shares Repurchased  (1)		Aggregate Dollar Amount of Shares Repurchased (in thousands)  (2)		Maximum number of Shares that may yet be Purchased under the Repurchase Plan
May 1, 2024		May 29, 2024	$	25.86		64,340	$	1,664	$	—

(1)  All repurchase requests were satisfied in full.

(2)  Amounts shown net of any early repurchase deduction.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule

10b5-1

Trading Plans

During the fiscal quarter ended June 30, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule

10b5-1(c)

or any “non Rule

10b5-1

trading arrangement.”

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Item 6. Exhibits

(a)	Documents Filed as Part of this Report
3.1	Certificate of Formation of the Company.(1)
3.2	Limited Liability Company Agreement of the Company.(1)
10.1	Letter Agreement, dated March 14, 2024, Relating to Extension of Limitation Period Under Amended and Restated Expense Limitation and Reimbursement Agreement.(2)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.**
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because
	XBRL tags are embedded within the Inline XBRL document).*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).*

* Filed herewith.

** Furnished herewith

(1) Previously filed as an exhibit to the Company’s Registration Statement on Form 10 (File No. 000-56505), filed on December 30, 2022 and incorporated herein by reference.

(2) Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 000-56505) filed on March 15, 2024 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: August 14, 2024	By:	/s/ Darren Friedman
		Darren Friedman
		Chairperson and Chief Executive Officer (Principal Executive Officer)
Date: August 14, 2024	By:	/s/ Joseph Cambareri
		Joseph Cambareri
		Chief Financial Officer (Principal Financial and Accounting Officer)

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