• | We are a newly formed company and have limited operating history. |
• | A renewed disruption in the capital markets and the credit markets could adversely affect our business. |
• | There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be, in private companies and recorded at fair value. In addition, the fair values of our investments are determined by our Adviser, subject to oversight by our Board, in accordance with our Valuation Policy (as defined below). |
• | Although we intend to implement a share repurchase program, we have discretion to not repurchase our Common Shares, and our Board has the ability to amend or suspend the program. |
• | Global economic, political and market conditions, including downgrades of the U.S. credit rating, Russia’s invasion of Ukraine and the Israel-Hamas conflict, may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability. |
• | We, our wholly-owned direct subsidiaries, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties. |
• | Because we intend to distribute substantially all of our income to our shareholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired. |
• | The Adviser’s liability is limited under the Advisory Agreement, and we have agreed to indemnify the Adviser against certain liabilities, which may lead the Adviser to act in a riskier manner than it would when acting for its own account. |
• | Our Board may change our investment objective, operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to your interests as shareholders. |
• | If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced, and we may be subject to numerous restrictions on our activities, including restrictions on leverage and on the nature of our investments. |
• | We may not be able to pay you distributions on our Common Shares, our distributions to you may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes. |
• | We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income. |
• | If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, U.S. shareholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses. |
• | Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. |
• | Internal and external cyber threats, disease pandemics, as well as other disasters, could impair our ability to conduct business effectively. |
• | Our investments in portfolio companies may be risky, and we could lose all or part of any of our investments. |
• | Our investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. |
• | The lack of liquidity in our investments may adversely affect our business. |
• | Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized losses. |
• | Economic recessions, downturns or government spending cuts could impair our portfolio companies and harm our operating results. |
• | We use and expect to continue to use leverage, which will magnify the potential for loss on amounts invested in us. See “ Risk Factors—Risks associated with leverage. ” |
• | We may be subject to additional risks if we invest in foreign securities and/or engage in hedging transactions. |
• | The characterization of an investment as senior debt or senior secured debt does not mean that such debt will necessarily have repayment priority with respect to all other obligations of a borrower. |
• | We do not currently intend for our Common Shares to be listed on any national securities exchange. We do not anticipate that that a secondary market for the Common Shares will develop and an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe. |
Price to the Public (1) | Proceeds to Us, Before Expenses (2) | |||||||
Maximum Offering (3) | $ | 2,000,000,000 | $ | 2,000,000,000 | ||||
| Class S shares, per share | $ | 25.16 | $ | 500,000,000 | ||||
| Class D shares, per share | $ | 25.16 | $ | 500,000,000 | ||||
| Class F shares, per share | $ | 25.16 | $ | 500,000,000 | ||||
| Class I shares, per share | $ | 25.16 | $ | 500,000,000 | ||||
| (1) | The price per share of each class of our Common Shares will be issued on a monthly basis at a price per share equal to the NAV per share for such class. |
| (2) | Neither the Fund nor the Managing Dealer will charge an upfront sales load with respect to Class S shares, Class D shares, Class F shares and Class I shares; however, if you buy Class S shares, Class D shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 1.5% cap on NAV for Class D shares, and a 2.0% cap on NAV for Class F shares. We will also pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares, in each case, payable monthly, (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class F shares, in each case, payable monthly. No shareholder servicing or distribution fees will be paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will also pay or reimburse certain organization and offering expenses, including, subject to FINRA limitations on underwriting compensation, certain wholesaling expenses. See “Plan of Distribution” and “Estimated Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. Proceeds are calculated before deducting shareholder servicing or distribution fees or organization and offering expenses payable by us, which are paid over time. |
| (3) | The Fund has submitted an application to the SEC for an exemptive order to permit the Fund to offer multiple classes of our Common Shares. Until an exemptive order is granted to us, we will only offer Class I shares, and will not issue Class S, Class F, or Class D shares. The table assumes that all shares are sold in the primary offering, with 1/4 of the gross offering proceeds from the sale of Class S shares, 1/4 from the sale of Class D shares, 1/4 from the sale of Class I shares, and 1/4 from the sale of Class F shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption. |
| • | a gross annual income of at least $70,000 and a net worth of at least $70,000, or |
| • | a net worth of at least $250,000. |
| • | meets the minimum income and net worth standards established in the investor’s state; |
| • | can reasonably benefit from an investment in our Common Shares based on the investor’s overall investment objectives and portfolio structure; |
| • | is able to bear the economic risk of the investment based on the investor’s overall financial situation, including the risk that the investor may lose its entire investment; and |
| • | has an apparent understanding of the following: |
| • | the fundamental risks of the investment; |
| • | the lack of liquidity of our Common Shares; |
| • | the background and qualification of our Adviser; and |
| • | the tax consequences of the investment. |
| • | the Fund’s future operating results; |
| • | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets; |
| • | lack of sufficient investment opportunities; |
| • | volatility of leveraged loan markets; |
| • | risk of borrower default; |
| • | the restricted nature of investment positions; |
| • | geo-political conditions, including revolution, insurgency or war, including those arising out of the ongoing conflicts between Russia and Ukraine and between Israel and Hamas; |
| • | the illiquid nature of our portfolio; |
| • | interest rate volatility; |
| • | the Fund’s business prospects and the prospects of the Fund’s prospective portfolio companies; |
| • | the impact of increased competition; |
| • | the Fund’s contractual arrangements and relationships with third parties; |
| • | the dependence of the Fund’s future success on the general economy and its impact on the industries in which the Fund invests; |
| • | the ability of the Fund’s prospective portfolio companies to achieve their objectives; |
| • | the relative and absolute performance of the Adviser; |
| • | the ability of the Adviser and its affiliates to retain talented professionals; |
| • | the Fund’s expected financings and investments; |
| • | the Fund’s ability to pay dividends or make distributions; |
| • | the adequacy of the Fund’s cash resources; |
| • | the tax status of the enterprises in which the Fund may invest; |
| • | the impact of future acquisitions and divestitures; |
| • | the Fund’s regulatory structure and tax status as a BDC and a RIC; and |
| • | future changes in laws or regulations and conditions in the Fund’s operating areas. |
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| A-1 |
Q: | What is AMG Comvest Senior Lending Fund? |
A: | AMG Comvest Senior Lending Fund (“we,” “us,” “our” or the “Fund”) was formed as a Delaware limited partnership on June 28, 2023 under the laws of the State of Delaware. We were initially formed with the name Comvest Credit Partners BDC Fund, L.P., which we changed to AMG Comvest Senior Lending Fund on October 23, 2023. We converted to a Delaware statutory trust on October 24, 2023 (the “BDC Conversion”) after filing with the Securities and Exchange Commission (“SEC”) an election to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We also elected to be treated, and intend to qualify annually thereafter, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). We commenced investment operations on October 18, 2023. We are a BDC that is externally managed by Comvest Credit Managers, LLC (the “Adviser”) that seeks to target investments primarily structured as senior secured credit facilities and, to a lesser extent, junior credit facilities. |
Q: | Who are Affiliated Managers Group, Inc. (“AMG”) and Comvest Partners? |
A: | AMG (NYSE: AMG) is a strategic partner to leading independent investment management firms globally. AMG’s strategy is to generate long-term value by investing in a diverse array of high-quality independent partner-owned firms, through a proven partnership approach, and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. Through its distinctive approach, AMG magnifies its Affiliates’ existing advantages and actively supports their independence and ownership culture. As of September 30, 2024, AMG’s aggregate assets under management were approximately $728 billion across a diverse range of private markets, liquid alternative, and differentiated long-only investment strategies. |
Q: | What is your investment objective? |
A: | Our investment objective is to generate current income and capital appreciation. Our primary focus is to provide risk-adjusted returns and current income to investors by investing primarily in middle market companies with annual earnings generally between $10 million and $100 million before earnings, interest, taxes, depreciation and amortization (“EBITDA”) within a wide range of industries, although the Fund intends to focus on industries in which the Adviser and its affiliates have investing experience and access to operating resources, including but not limited to healthcare, financial services, business & technology services, industrials, consumer products, and franchisors/retail. We may from time to time invest in smaller or larger companies if the opportunity presents attractive investment characteristics and risk-adjusted returns. |
Q: | What is your investment strategy and what types of investments do you intend to make? |
A: | Under normal circumstances, we invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in senior private credit investments, including, but not limited to, first lien senior and unitranche loans, notes, bonds, and other corporate debt securities, bridge loans, assignments, participations, total return swaps and other derivatives. As described below, to a lesser extent, we may also invest in second lien and subordinated debt. We intend to invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. A portion of the Fund’s investments may also be composed of “covenant-lite loans,” although such loans are not expected to comprise a majority of the Fund’s portfolio. We will also have the ability to acquire investments through secondary transactions, including through loan portfolios, receivables, contractual obligations to purchase subsequently originated loans and other debt instruments. To a lesser extent, we may utilize “revolvers” or revolving credit lines which allow borrowers to borrow funds, make re-payments and subsequentlyre-borrow funds during the term of the revolving loan. |
Q: | What is an originated loan? |
A: | An originated loan is a loan where we lend directly to the borrower and hold the loan generally on our own with other Comvest Partners advised funds and accounts and/or third-party investors. This is distinct from |
| a syndicated loan, which is generally originated by a bank and then syndicated, or sold, in several pieces to other investors. Originated loans are generally held until maturity or until they are refinanced by the borrower. Syndicated loans often have liquid markets and can be traded by investors. |
Q: | Why do you intend to invest in liquid credit investments in addition to originated loans? |
A: | Our investment strategy will also include an allocation to more liquid credit investments such as CLOs, BSLs, and corporate bonds. Our liquid credit instruments may include senior secured loans, senior secured bonds, high yield bonds and structured credit instruments. We may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities. Prior to raising sufficient capital, the portfolio may display a greater percentage of assets within liquid credit opportunities than we otherwise would expect for a fully invested portfolio. |
Q: | What is the market opportunity? |
A: | Private credit as an asset class has grown considerably since the global financial crisis of 2008, and it is estimated that global commitments to private debt represented more than $1.59 trillion as of 2023. 1 We expect this growth to continue and, along with the factors outlined below, to provide a robust backdrop to what Comvest Partners believes will be a significant number of attractive investment opportunities aligned to our investment strategy. |
| • | Senior Secured Loans Offer Attractive Investment Characteristics 2 |
| • | Regulatory Actions Continue to Drive Demand towards Private Financing. non-investment grade credit commitments on their balance sheets, particularly with respect to middle market sized issuers. Instead, many commercial banks have adopted an“underwrite-and-distribute” 3 |
| 1 | Source: Preqin, Private Credit Global AUM tracked as of December 2023. |
| 2 | Source: Moody’s Investors Service Ultimate Recovery Rates Data; “Corporate Defaults and Recoveries—US” as of May 18, 2021. |
| 3 | Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-bank. |
| • | Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets. Issuers of tranche sizes representing less than $500 million account for approximately 6% of the new issue market as of June 30, 2024 as compared to approximately 49% in 2000. 4 Comvest Partners believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that private capital from strategic financing partners can offer. |
| • | Volatility in Credit Markets has made Availability of Capital Less Predictable. |
Q: | How will you identify investments? |
A: | We believe that much of the value Comvest Partners will create for our private investment portfolio will come through the diversity of its sourcing capabilities. We believe that access to individuals with specific industry expertise leads to better, more informed investment decisions. As such, the Adviser will utilize Comvest Partners’ network of operating relationships when practicable in all phases of the investment process–from sourcing a transaction, to performing due diligence, and, when appropriate, assisting in portfolio management. The Adviser will also seek to utilize Comvest Partners’ operating network to help evaluate new investment opportunities and receive insight into these businesses, their management teams, and key industry trends. In addition, Comvest Partners has access to an extensive network of high-quality operating relationships with industry-specific expertise in key industries and markets. |
Q: | How will you evaluate and manage investments? |
A: | The Adviser takes a proactive approach to portfolio management. All investments are evaluated by the deal team on a continuous basis through regular interaction with portfolio company management teams. In addition, portfolio companies are required to provide ongoing information that is utilized to assess the health and prospects of the business. Each investment is assigned a risk rating that is continually re-evaluated as material events occur. The investment team meets to discuss all portfolio companies on a regular basis, depending on the risk rating for each investment. Borrowers performing within underwriting expectations are evaluated by the entire team at the earlier of (i) a material development in the performance or prospects of the borrower or (ii) monthly when reporting is distributed to the investment team. In addition, quarterly portfolio review meetings are utilized to facilitate a detailed discussion of each portfolio company. Borrowers that are underperforming (or on “Watch”) are discussed during the biweekly oversight meeting. For each investment on Watch, the investment team develops and implements a portfolio management strategy that is approved by the Oversight and Watchlist Committee. The execution of the strategy is tracked and assessed at each Watchlist Committee meeting. The Adviser’s loan-monitoring infrastructure and processes help ensure that Comvest Partners’ investment professionals can take a proactive approach to portfolio management. Upon any material deviation from underwriting expectations, the team will reassess |
| 4 | Source: PitchBook LCD US Syndicated Market by Deal Q2 2024. |
| its investment thesis and utilize its rights as a secured creditor to obtain credit enhancements and/or improve its returns across the portfolio. |
Q: | How will investments be allocated to the Fund? |
A: | Comvest Partners provides investment management services to investment funds and client accounts. Comvest Partners will share any investment and sale opportunities with its other clients and the Fund in accordance with applicable law, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”), firm-wide allocation policies, and an exemptive order from the SEC permitting co-investment activities (as further described below), which generally provide for sharing eligible investmentspro rata |
Q: | Will the Fund use leverage? |
A: | Yes, we intend to use leverage to seek to enhance our returns. Our leverage levels will vary over time in response to general market conditions, the size and compositions of our investment portfolio and the views of our Adviser and Board. Once we have established a scaled and diversified investment portfolio, we expect that our debt to equity ratio will generally range between 1.0x and 1.5x. While our leverage employed may be greater or less than these levels from time to time, it will never exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. |
Q: | What is a BDC? |
A: | Congress created the business development company, or BDC, through the Small Business Investment Incentive Act of 1980 to facilitate capital investment in small and middle market companies. Closed-end |
| investment companies organized in the U.S. that elect to be treated as BDCs under the 1940 Act are subject to specific provisions of the law, most notably that at least 70% of their total assets must be “qualifying assets.” Qualifying assets are generally defined as privately offered debt or equity securities of U.S. private companies or U.S. publicly traded companies with market capitalizations less than $250 million. |
Q: | What is a non-exchange traded, perpetual-life BDC? |
A: | A non-exchange traded BDC’s shares are not listed for trading on a stock exchange or other securities market. The term “perpetual-life” is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer shares of beneficial interest (“Common Shares”) continuously at a price equal the monthly net asset value (“NAV”) per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of shares outstanding (by number of shares). However, the determination to repurchase shares in any given quarter is solely at the Board’s discretion, so investors may not always have access to liquidity when they desire it. See “Risk Factors.” |
Q: | How will an investment in the Fund differ from an investment in a listed or exchange-traded BDC or private BDC with a finite life? |
A: | An investment in our Common Shares differs from an investment in a listed or exchange traded BDC in several ways, including: |
| • | Pricing. |
| • | Liquidity |
| • | Oversight non-traded BDCs are subject to the requirements of the 1940 Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unlike the offering of a listed BDC, the Fund’s offering will be registered in every state in which we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed BDC. For example, our Amended and Restated Declaration of Trust (as may be further amended and restated from time to time, the “Declaration of Trust”) limits the fees we can pay to the Adviser. A listed BDC is subject to the governance requirements of the exchange on which its shares are traded, including requirements relating to its board, audit committee, independent trustee oversight of executive compensation and the trustee nomination process, code of conduct, shareholder meetings, related party transactions, shareholder approvals and voting rights. Although we expect to follow many of these same governance guidelines, there is no requirement that we do so. |
| • | Eligible Investors. |
| • | Investment funding |
| • | Investment period |
Q: | For whom may an investment in the Fund be appropriate? |
A: | An investment in our Common Shares may be appropriate for you if you: |
| • | meet the minimum suitability requirements described under “Suitability Standards” above, which generally require that a potential investor has either (i) both net worth and annual net income of $70,000 or (ii) net worth of at least $250,000; |
| • | seek to allocate a portion of your financial assets to a direct investment vehicle with an income-oriented portfolio of primarily U.S. credit investments; |
| • | seek to receive current income through regular distribution payments while obtaining the potential benefit of long-term capital appreciation; and |
| • | can hold your shares as a long-term investment without the need for near-term or rapid liquidity. |
Q: | Will Comvest Partners and AMG be investing in the Fund? |
A: | Yes, Comvest Partners, AMG, and their affiliates and employees have indirectly invested approximately $41.5 million in the Fund through one or more private placement transactions. In addition, officers and employees of Comvest Partners, AMG, and their affiliates may also purchase our Common Shares. |
Q: | Is there any minimum investment required? 5 |
A: | Yes, to purchase Class S, Class D or Class F shares in this offering, you must make a minimum initial investment in our Common Shares of $2,500. To purchase Class I shares in this offering, you must make a minimum initial investment of $1,000,000. All subsequent purchases of Class S, Class D, Class I or Class F shares, except for those made under our dividend reinvestment plan (the “Dividend Reinvestment Plan”), are subject to a minimum investment size of $500 per transaction. The Fund, in the sole discretion of the Adviser or the Administrator, may also aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts. The Managing Dealer can waive the initial or subsequent minimum investment at its discretion. |
Q: | How will the Fund’s value be established? |
A: | The Fund shall value its investments in accordance with valuation procedures approved by the Board (the “Valuation Policy”). In accordance with Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Fund’s “Valuation Designee”. A readily available market value is not expected to exist for most of the investments in the Fund’s portfolio, and the Fund values these portfolio investments at fair value as determined in good faith by the Valuation Designee. The types of factors that the Valuation Designee may take into account in determining the fair value of the Fund’s investments generally include, as appropriate, comparisons of financial ratios portfolio company to peer companies that are public, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, and other relevant factors. Investments for which market quotations are readily available may be priced by independent pricing services. The Fund has retained an external, independent valuation firm to provide data and valuation analyses on the Fund’s portfolio companies. |
Q: | How can I purchase Common Shares? |
A: | Subscriptions to purchase shares of our Common Shares may be made on an ongoing basis and investors may only purchase our Common Shares pursuant to accepted subscription orders as of the first business day of each month. A subscription must be received in good order at least five business days prior to the first business day of the month (unless waived by the Managing Dealer) and include the full subscription funding amount to be accepted. |
| 5 | The Fund has submitted an application to the SEC for an exemptive order to permit the Fund to offer multiple classes of our Common Shares. Until an exemptive order is granted to us, we will only offer Class I shares, and will not issue Class S, Class F, or Class D shares. |
Q: | When will my subscription be accepted? |
A: | Completed subscription requests will not be accepted by us any earlier than the first day of each month. |
Q: | Can I withdraw a subscription to purchase Common Shares once I have made it? |
A: | Yes, you may withdraw a subscription until the business day prior to the first day of each month. You may withdraw your purchase request by notifying Ultimus Fund Solutions, LLC, (the “Transfer Agent”) in writing, or through your financial intermediary. |
Q: | What is the per share purchase price of Common Shares? |
A: | Shares of the Fund will be sold at the-then current NAV per share, provided that the Fund may set the subscription price per share above the then-calculated NAV per share based on a variety of factors, including to allocate the total amount of the Fund’s organizational and other expenses to new subscribers. |
Q: | When will the NAV per share be available? |
A: | We will report our NAV per share as of the last day of each month on our website within 20 business days of the last day of each month. Because subscriptions must be submitted at least five business days prior to the first day of each month, you will not know the NAV per share at which you will be subscribing at the time you subscribe. |
Q: | Can I invest through my Individual Retirement Account (“IRA”), Simplified Employee Pension Plan (“SEP”) or other after-tax deferred account? |
A: | Yes, if you meet the suitability standards described under “Suitability Standards” above, you may invest via an IRA, SEP or other after-tax deferred account. If you would like to invest through one of these account types, you should contact your custodian, trustee or other authorized person for the account to subscribe. They will process the subscription and forward it to us, and we will send the confirmation and notice of our acceptance back to them. |
Q: | How often will the Fund pay distributions? |
A: | We have declared distributions on a quarterly basis beginning in December 2023 through the date of this prospectus and expect to pay regular monthly distributions after effectiveness of this Registration Statement. Any distributions we make will be at the discretion of our Board, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all. See “Description of our Common Shares” and “Certain U.S. Federal Income Tax Considerations.” |
Q: | Can I reinvest distributions in the Fund? |
A: | Yes, we have adopted a distribution reinvestment plan whereby shareholders (other than those located in specific states or who are clients of selected participating brokers, as outlined below) will have their cash distributions automatically reinvested in additional Common Shares of the same class of our Common Shares to which the distribution relates unless they elect to receive their distributions in cash by notifying the Fund in writing at least 5 business days prior to the distribution date fixed by the Board for such dividend. If such notice is received by the Fund less than 5 business days prior to the relevant distribution date, then that dividend will be paid in the form of Shares and any subsequent dividends will be paid in cash. The purchase price for Common Shares purchased under our Dividend Reinvestment Plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing Common Shares under our Dividend Reinvestment Plan, but any outstanding Class S, Class D and Class F shares, including those purchased under our Dividend Reinvestment Plan, will be subject to ongoing servicing fees. |
Q: | How can I change my distribution reinvestment plan election? |
A: | Participants may terminate their participation in the distribution reinvestment plan or shareholders may elect to participate in our Dividend Reinvestment Plan with five business days’ prior written notice by contacting our Transfer Agent. |
Q: | How will distributions be taxed? |
A: | We have elected to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a RIC under the Code. A RIC is generally not subject to U.S. federal corporate income taxes on the net taxable income that it currently distributes to its shareholders. |
Q: | Can I sell, transfer or otherwise liquidate my shares post purchase? |
A: | The purchase of our Common Shares is intended to be a long-term investment. We do not intend to list our Common Shares on a national securities exchange, and do not expect a public market to develop for our Common Shares in the foreseeable future. We also do not intend to complete a liquidity event within any specific period, and there can be no assurance that we will ever complete a liquidity event. We do intend to conduct quarterly share repurchase offers in accordance with the 1940 Act to provide limited liquidity to our shareholders. Our share repurchase program will be the only liquidity initiative that we offer to our shareholders. |
Q: | Can I request that my Common Shares be repurchased? |
A: | Yes, subject to the discretion of the Board, we intend to commence a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their Common Shares. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Upon a suspension of our share repurchase program, our Board will consider at least quarterly whether the continued suspension of our share repurchase program remains in our best interest and the best interest of our shareholders. However, our Board is not required to authorize the recommencement of our share repurchase program within any specified period of time. Our Board may also determine to terminate our share repurchase program if required by applicable law or in connection with a transaction in which our shareholders receive liquidity for their Common Shares, such as a sale or merger of the Fund or listing of our Common Shares on a national securities exchange. |
Q: | What fees do you pay to the Adviser? |
A: | We have entered into an advisory agreement between us and the Adviser (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Adviser is responsible for, among other things, identifying investment opportunities, monitoring our investments and determining the composition of our portfolio. We pay the Adviser a fee for its services under the Advisory Agreement consisting of two components: a management fee and an incentive fee. |
| • | The management fee is payable quarterly in arrears at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month. For purposes of the Advisory Agreement, net assets means our total assets less the carrying value of our liabilities, determined on a consolidated basis in accordance with GAAP. |
| • | The incentive fee will consist of two components as follows: |
| • | The first part of the incentive fee is based on income, whereby we will pay the Adviser quarterly in arrears 12.5% of its Pre-Incentive Fee Net Investment Income Returns (as defined below), attributable to each class of the Fund’s Common Shares, for each calendar quarter subject to a 5.0% annualized hurdle rate, with acatch-up. |
| • | The second part of the incentive fee is based on realized capital gains, whereby we will pay the Adviser at the end of each calendar year in arrears 12.5% of cumulative realized capital gains, attributable to each class of the Fund’s Common Shares, from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains. |
Q: | What fees do you pay to the Administrator and the Sub-Administrator? |
A: | We have entered into an administration agreement (the “Administration Agreement”) with AMG Funds LLC, a Delaware limited liability company (the “Administrator”), under which the Administrator performs or oversees the performance of certain administrative services for us, including: |
| • | Supervision of the third-party service providers, including the custodian, accountants, attorneys, and other parties performing services for or on our behalf; |
| • | The provision of administrative personnel, office space, office equipment, utilities, and other facilities necessary for our administration; |
| • | The calculation of our NAV; |
| • | Maintaining and preserving all accounts, books, financial records and other financial documents as required by us including maintenance of the general ledger, recording and verification of income, expense accruals and our capital gains and losses; |
| • | Accounting relating to us and our transactions for securities and investments, including but not limited to, loans, bonds, and other credit instruments that are issued in private offerings and related equity interests such as warrants or options issued as additional consideration in such transactions. |
| • | Provide trade settlement support, including failed trade resolution and cash and security reconciliation; |
| • | Assist in the preparation of registration statements, financial statements, any proxy statements and other statements or filings as may reasonably be requested; |
| • | Monitor cash positions, and provide projected cash balances, and monitor and process income and reconcile with custodian; |
| • | Calculate the yield, expense ratio, and other such financial and portfolio information as may be requested by us; |
| • | Determine portfolio distributions, if any, and the tax characterization of such distributions; |
| • | Maintenance of security reference data used by fund accounting; and |
| • | In conjunction with our custodian, receiving information and keeping records about all domestic and foreign corporate actions, including, but not limited to, cash and stock distributions or dividends, stock splits and reverse stock splits, taken by companies whose securities are held by us and transactions involving foreign currencies. |
Q: | How will I be kept up to date about how my investment is doing? |
A: | We and/or your financial advisor, participating broker or financial intermediary, as applicable, will provide you with periodic updates on the performance of your investment with us, including: |
| • | three quarterly financial reports and an annual report; |
| • | quarterly investor statements; |
| • | in the case of certain U.S. shareholders, an annual Internal Revenue Service (“IRS”) Form 1099-DIV or IRSForm 1099-B, if required, and, in the case ofnon-U.S. shareholders, an annual IRSForm 1042-S; and |
| • | confirmation statements (after transactions affecting your balance, except reinvestment of distributions in us and certain transactions through minimum account investment or withdrawal programs). |
Q: | What type of tax reporting will I receive on the Fund, and when will I receive it? |
A: | As promptly as possible after the end of each calendar year, we intend to send to each of our U.S. shareholders an annual IRS Form 1099-DIV or IRS Form1099-B, if required, and, in the case ofnon-U.S. shareholders, an annual IRS Form1042-S. |
Q: | What are the tax implications for non-U.S. investors in the Fund? |
A: | Because we are a corporation for U.S. federal income tax purposes, a non-U.S. investor in the Fund will generally not be treated as engaged in a trade or business in the U.S. solely as a result of investing in the Fund. |
Q: | What are the tax implications for non-taxable U.S. investors in the Fund? |
A: | Because we are a corporation for U.S. federal income tax purposes, U.S. tax-exempt investors in the Fund will generally not derive “unrelated business taxable income” for U.S. federal income tax purposes (“UBTI”) solely as a result of their investment in the Fund. A U.S.tax-exempt investor, however, may derive UBTI from its investment in the Fund if the investor incurs indebtedness in connection with its purchase of shares in the Fund.Tax-exempt investors should consult their tax advisors with respect to the consequences of investing in the Fund. |
Q: | What is the difference among the four classes of Common Shares? |
A: | The differences among the share classes relate to ongoing shareholder servicing and/or distribution fees, with Class S, Class D and Class F shares subject to ongoing and shareholder servicing and/or distribution fee of 0.85%, 0.25% and 0.50%, respectively. Class I shares are not subject to a shareholder servicing and/or distribution fee. In addition, although no upfront sales loads will be paid with respect to Class S shares, Class D shares, Class I shares, or Class F shares, if you buy Class S shares, Class D shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 1.5% cap on NAV for Class D shares, and a 2.0% cap on NAV for Class F shares. See “Description of Our Common Shares” and “Plan of Distribution” in this Registration Statement for a discussion of the differences between our Class S, Class D, Class I, and Class F shares. |
Annual Shareholder Servicing and/or Distribution Fees | Total Over Five Years | |||||||
| Class S | $ | 85 | $ | 425 | ||||
| Class D | $ | 25 | $ | 125 | ||||
| Class F | $ | 50 | $ | 250 | ||||
| Class I | $ | 0 | $ | 0 | ||||
Q: | Are there ERISA considerations in connection with investing in the Fund? |
A: | We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under the ERISA, and certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the “Plan Assets Regulation”). In this regard, generally, we intend to take one of the following approaches: (1) in the event that each class of Common Shares is considered a “publicly-offered security” within the meaning of the Plan Assets Regulation (“Publicly-Offered Security”), we will not limit “benefit plan investors” from investing in the Common Shares; (2) in the event one or more classes of Common Shares does not constitute a Publicly-Offered Security, (a) we will limit investment in each class of Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares, within the meaning of the Plan Assets Regulation (including any class that constitutes a Publicly-Offered Security), or (b) we will prohibit “benefit plan investors” from owning any class of Common Shares that does not constitute a Publicly-Offered Security. |
Q: | What is the role of the Fund’s Board? |
A: | We operate under the direction of our Board, the members of which are accountable to us and our shareholders as fiduciaries. We have four Trustees, three of whom have been determined to be independent of us, Comvest Partners, AMG, and their affiliates (“Independent Trustees”). Our Independent Trustees are not “interested persons” of the Fund or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by our Board. The Independent Trustees are responsible for, among other things, reviewing the performance of the Adviser, approving the compensation paid to the Adviser and its affiliates, oversight of the valuation process used to establish the Fund’s NAV and oversight of the investment allocation process to the Fund. The names and biographical information of our Trustees are provided under “Management of the Fund—Trustees and Executive Officers.” |
Q: | Are there any risks involved in buying our Common Shares? |
A: | Investing in our Common Shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objective and, therefore, you should purchase our Common Shares only if you can afford a complete loss of your investment. An investment in our Common Shares involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in our Common Shares include those listed below: |
| • | We have limited operating history and there is no assurance that we will achieve our investment objective. |
| • | An investment in our Common Shares may not be appropriate for all investors and is not designed to be a complete investment program. |
| • | This is a “blind pool” offering and thus you will not have the opportunity to evaluate our investments before we make them. |
| • | You should not expect to be able to sell your shares regardless of how we perform. |
| • | You should consider that you may not have access to the money you invest for an extended period of time. |
| • | We do not intend to list our Common Shares on any securities exchange, and we do not expect a secondary market in our Common Shares to develop prior to any listing. |
| • | Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn. |
| • | We intend to implement a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions. |
| • | An investment in our Common Shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program.” |
| • | We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, or return of capital, and we have no limits on the amounts we may pay from such sources. A return of capital (1) is a return of the original amount invested, (2) does not constitute earnings or profits and (3) will have the effect of reducing a shareholder’s tax basis such that when a shareholder sells its shares the sale may be subject to taxes even if the shares are sold for less than the original purchase price. |
| • | Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by the Adviser or its affiliates, that may be subject to reimbursement to the Adviser or its affiliates. The repayment of any amounts owed to the Adviser or its affiliates will reduce future distributions to which you would otherwise be entitled. |
| • | We expect to use leverage, which will magnify the potential for loss on amounts invested in us. See “ Risk Factors—Risks associated with leverage. |
| • | We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors. |
| • | We intend to invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value. |
Q: | Do you currently own any investments? |
A: | Yes. Please see the financial statements included herein and our periodic reports under the Exchange Act for information on our investments. |
Q: | What is a “best efforts” offering? |
A: | This is our initial public offering of our Common Shares on a “best efforts” basis. A “best efforts” offering means the Managing Dealer and the participating brokers are only required to use their best efforts to sell the Common Shares. When Common Shares are offered to the public on a “best efforts” basis, no underwriter, broker or other person has a firm commitment or obligation to purchase any of the Common Shares. Therefore, we cannot guarantee that any minimum number of Common Shares will be sold. |
Q: | What is the expected term of this offering? |
A: | We have registered $2,000,000,000 in Common Shares. It is our intent, however, to conduct a continuous offering for an extended period of time, by filing for additional offerings of our Common Shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws. |
Q: | What is a regulated investment company, or RIC? |
A: | We elected to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a regulated investment company (a “RIC”) under the Code. |
| • | is a BDC or registered investment company that combines the capital of many investors to acquire securities; |
| • | offers the benefits of a securities portfolio under professional management; |
| • | satisfies various requirements of the Code, including an asset diversification requirement; and |
| • | is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently distributes to its shareholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and shareholder levels) that generally results from investments in a C corporation. |
Q: | What are the offering and servicing costs? |
A: | No upfront sales load will be paid with respect to Class S shares, Class D shares, Class I shares, or Class F shares; however, if you buy Class S shares, Class D shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 1.5% cap on NAV for Class D shares, and a 2.0% cap on NAV for Class F shares. Please consult your selling agent for additional information. |
Q: | What are our policies related to conflicts of interests with the Adviser, Comvest Partners, AMG and their affiliates? |
A: | The Fund’s executive officers and Trustees, as well as the current or future members of the Adviser, serve or may serve as officers, trustees/directors or principals of entities that operate in the same or a related line of business as the Fund or of investment funds managed by Comvest Partners or AMG or their affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the Fund’s and the shareholders’ best interests. We, the Adviser, Comvest Partners, AMG, and our respective direct or indirect members, partners, officers, Trustees, employees, agents and affiliates may be subject to certain potential conflicts of interest in connection with our activities and investments. For example, the terms of the Adviser’s management fees may create an incentive for the Adviser to approve and cause us to make more speculative investments than we would otherwise make in the absence of such fee structure. |
Q: | What is the impact of being an “emerging growth company”? |
A: | We are an “emerging growth company,” as defined by the JOBS Act. As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to: |
| • | have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”); |
| • | submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring anon-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or |
| • | disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
Q: | Who can help answer my questions? |
A: | If you have more questions about this offering or if you would like additional copies of this prospectus, you should contact your financial advisor or our Transfer Agent. |
Class S shares | Class D shares | Class F shares | Class I shares | |||||||||||||
Shareholder transaction expense (fees paid directly from your investment) | ||||||||||||||||
Maximum sales load (1) | — | % | — | % | — | % | — | % | ||||||||
Maximum Early Repurchase Deduction (2) | 2.0 | % | 2.0 | % | 2.0 | % | 2.0 | % | ||||||||
Annual expenses (as a percentage of net assets attributable to our Common Shares) (3) | ||||||||||||||||
Base management fees (4) | 1.25 | % | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||
Incentive fees (5) | — | % | — | % | — | % | — | % | ||||||||
Administration fees (6) | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||
Shareholder servicing and/or distribution fees (7) | 0.85 | % | 0.25 | % | 0.50 | % | — | % | ||||||||
Interest payment on borrowed funds (8) | 9.43 | % | 9.43 | % | 9.43 | % | 9.43 | % | ||||||||
| Acquired fund fees and expenses | 0.02 | % | 0.02 | % | 0.02 | % | 0.02 | % | ||||||||
Other expenses (9) | 1.61 | % | 1.61 | % | 1.61 | % | 1.61 | % | ||||||||
| Total annual expenses | 13.41 | % | 12.81 | % | 13.06 | % | 12.56 | % | ||||||||
Less: Expense reductions (9) | 0.21 | % | 0.21 | % | 0.21 | % | 0.21 | % | ||||||||
| Net annual expenses | 13.20 | % | 12.60 | % | 12.85 | % | 12.35 | % |
| (1) | No upfront sales load will be paid with respect to Class S shares, Class D shares, Class I shares, or Class F shares; however, if you buy Class S shares, Class D shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 1.5% cap on NAV for Class D shares and a 2.0% cap on NAV for Class F shares. Please consult your selling agent for additional information. |
| (2) | Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to tender offers, except that shares that have not been outstanding for at least one year may be subject to a fee of 2.0% of NAV. The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. |
| (3) | Weighted average net assets employed as the denominator for expense ratio computation is $300 million. This estimate is based on the assumption that we sell $400 million of our Common Shares in the initial 12-month period of the offering. Actual net assets will depend on the number of Common Shares we actually sell, realized gains/losses, unrealized appreciation/ depreciation and share repurchase activity, if any. |
| (4) | The management fee paid to our Adviser is calculated at an annual rate of 1.25% of the value of our net assets as of the beginning of the first calendar day of the applicable month and is payable monthly in arrears. |
| (5) | We may have capital gains and investment income that could result in the payment of an incentive fee. The incentive fees, if any, are divided into two parts: |
| (6) | The Administration Fees are calculated and payable monthly in arrears in an amount equal to 0.25% of the Fund’s net assets. |
| (7) | Subject to FINRA limitations on underwriting compensation, we will also pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker: (a) for Class S shares, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares, (b) for Class D shares, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, and (c) for Class F shares, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class F shares, in each case, payable monthly. No shareholder servicing and/or distribution fees will be paid with respect to the Class I shares. The total amount that will be paid over time for other underwriting compensation depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments. We will cease paying the shareholder servicing and/or distribution fee on the Class S, Class D and Class F shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, as required by any exemptive relief that allows us to offer multiple classes of shares, at the end of the month in which the Managing Dealer in conjunction with the Transfer Agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid would exceed, in the aggregate, 10% of the gross proceeds of the Fund (or a lower limit as determined by the Managing Dealer or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S, Class D and Class F shares in such shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S, Class D or Class F shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S, Class D or Class F shares. See “Plan of Distribution” and “Estimated Use of Proceeds.” The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from this offering. |
| (8) | We may borrow funds to make investments, including before we have fully invested the proceeds of this continuous offering. To the extent that we determine it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that we borrow for investment purposes an amount equal to 100% of our weighted average net assets in the initial 12-month period of the offering, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 7.95%. Our ability to incur leverage during the 12 months following the commencement of this offering depends, in large part, on the amount of money we are able to raise through the sale of shares registered in this offering and the availability of financing in the market. |
| (9) | “Other expenses” include accounting, legal and auditing fees, custodian and transfer agent fees, reimbursement of expenses to our Administrator, organization and offering expenses, insurance costs and fees payable to our Trustees, as discussed in “Advisory Agreement and Administration Agreement.” The amount presented in the table estimates the amounts we expect to pay during the initial 12-month period of the offering prior to any expense support, as described below. |
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: | $ | 127 | $ | 352 | $ | 542 | $ | 893 | ||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: | $ | 132 | $ | 365 | $ | 558 | $ | 908 | ||||||||
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: | $ | 121 | $ | 339 | $ | 525 | $ | 877 | ||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: | $ | 127 | $ | 353 | $ | 542 | $ | 893 | ||||||||
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: | $ | 123 | $ | 345 | $ | 532 | $ | 884 | ||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: | $ | 129 | $ | 358 | $ | 549 | $ | 900 | ||||||||
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of investment income: | $ | 119 | $ | 334 | $ | 518 | $ | 870 | ||||||||
| Total cumulative expenses you would pay on a $1,000 investment assuming a reinvested 5.0% net return comprised solely of capital gains: | $ | 125 | $ | 347 | $ | 536 | $ | 887 | ||||||||
For the Nine Months Ended September 30, 2024 | ||||
Per Common Share Operating Performance | ||||
| Net Asset Value, Beginning of Period: | $ | 25.00 | ||
| Results of Operations: | ||||
Net Investment Income (Loss) (1) | 1.52 | |||
| Net Realized and Unrealized Gain (Loss) on Investments | 0.18 | |||
| Net Increase (Decrease) in Net Assets Resulting from Operations | 1.70 | |||
| Distributions to Common Shareholders | ||||
| Distributions from Net Investment Income | (1.62 | ) | ||
| Net Decrease in Net Assets Resulting from Distributions | (1.62 | ) | ||
| Net Asset Value, End of Period | $ | 25.08 | ||
| Shares Outstanding, End of Period | 4,015,003 | |||
Total return (2)(3) | 6.93 | % | ||
| Net assets, end of period | $ | 100,708 | ||
Ratio/Supplemental Data | ||||
| Weighted average shares outstanding | 2,180,293 | |||
Ratio of net investment income (loss) to average net assets without waivers (4) | 0.77 | % | ||
Ratio of net investment income (loss) to average net assets with waivers (4) | 8.12 | % | ||
Ratio of total expenses to average net assets without waivers (4) | 11.87 | % | ||
Ratio of total expenses to average net assets with waivers (4) | 4.52 | % | ||
| Asset Coverage Ratio | 248 | % | ||
Portfolio turnover rate (3) | 1.94 | % | ||
| (1) | The per common share data was derived by using weighted average shares outstanding. |
| (2) | Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the period reported. |
| (3) | Not Annualized. |
| (4) | Annualized. |
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
Per Common Share Operating Performance | ||||
Net Asset Value, Beginning of Period: (1) | $ | 25.00 | ||
| Net Investment Income | 0.57 | |||
| Net Realized and Unrealized Gain (Loss) on Investments | (0.02 | ) | ||
| Net Increase (Decrease) in Net Assets Resulting from Operations | 0.55 | |||
| Distributions to Common Shareholders | ||||
| Distributions from Net Investment Income | (0.53 | ) | ||
| Distributions from Return of Capital | (0.02 | ) | ||
| Net Decrease in Net Assets Resulting from Distributions | (0.55 | ) | ||
| Net Asset Value, End of Period | $ | 25.00 | ||
| Shares Outstanding, End of Period | 1,100,409 | |||
Total return (3) | 2.20 | % | ||
| Net assets, end of period | $ | 27,513 | ||
Ratio/Supplemental Data | ||||
Weighted average shares outstanding (4) | 774,000 | |||
Ratio of net investment income (loss) to average net assets without waivers (2) | (2.93 | %) | ||
Ratio of net investment income (loss) to average net assets with waivers (2) | 11.04 | % | ||
Ratio of total expenses to average net assets without waivers (2) | 15.41 | % | ||
Ratio of total expenses to average net assets with waivers (2) | 1.43 | % | ||
| Asset Coverage Ratio | N/A | |||
Portfolio turnover rate (3) | 0.28 | % | ||
| (1) | Represents NAV per share of the September 29, 2023, share issuance. |
| (2) | Ratios, excluding nonrecurring expenses, such as organization, audit and tax fees and certain transfer agent fees, are annualized. |
| (3) | Not annualized. |
| (4) | Weighted average shares uses shares outstanding for the period October 18, 2023, the commencement of investment operations to December 31, 2023. |
| • | The annual distribution requirement will be satisfied if we distribute dividends to our shareholders during the taxable year equal to at least 90.0% of our investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends paid) plus 90.0% of our net interest income excludable under Section 103(a) of the Code, if any. Because we use debt financing, we would be subject to an asset coverage ratio requirement under the 1940 Act, and we may |
| be subject to certain financial covenants contained in debt financing agreements (as applicable). This asset coverage ratio requirement and these financial covenants could, under certain circumstances, restrict us from making distributions to our shareholders, which distributions are necessary for us to satisfy the annual distribution requirement. If we are unable to obtain cash from other sources and thus are unable to make sufficient distributions to our shareholders, we could fail to qualify for tax treatment as a RIC and thus become subject to U.S. corporate-level federal income tax (and any applicable state and local taxes). |
| • | The source-of-income |
| • | The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other such securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets nor more than 10.0% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by it and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships”. Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of our RIC status. Because most of our investments are intended to be in private companies, and therefore may be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. |
| • | may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral |
| and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of any equity components of our investments; |
| • | may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; |
| • | are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; |
| • | generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence; |
| • | may be targets of cybersecurity or other technological risks; |
| • | may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and |
| • | generally have less publicly available information about their businesses, operations and financial condition. |
| • | a comparison of the portfolio company’s securities to publicly traded securities; |
| • | the enterprise value of a portfolio company; |
| • | the nature and realizable value of any collateral; |
| • | the portfolio company’s ability to make payments and its earnings and discounted cash flow; |
| • | the markets in which the portfolio company does business; and |
| • | changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors. |
Maximum Offering of $500,000,000 in Class S shares | ||||||||
Gross Proceeds (1) | $ | 500,000,000.00 | 100.00 | % | ||||
Upfront Sales Load (2) | $ | 0 | 0.00 | % | ||||
Organization and Offering Expenses (3) | $ | 599,273.36 | 0.12 | % | ||||
| Net Proceeds Available for Investment | $ | 499,400,726.64 | 99.88 | % | ||||
Maximum Offering of $500,000,000 in Class D shares | ||||||||
Gross Proceeds (1) | $ | 500,000,000.00 | 100.00 | % | ||||
Upfront Sales Load (2) | $ | 0 | 0.00 | % | ||||
Organization and Offering Expenses (3) | $ | 599,273.36 | 0.12 | % | ||||
| Net Proceeds Available for Investment | $ | 499,400,726.64 | 99.88 | % | ||||
Maximum Offering of $500,000,000 in Class F shares | ||||||||
Gross Proceeds (1) | $ | 500,000,000.00 | 100.00 | % | ||||
Upfront Sales Load (2) | $ | 0 | 0.00 | % | ||||
Organization and Offering Expenses (3) | $ | 599,273.36 | 0.12 | % | ||||
| Net Proceeds Available for Investment | $ | 499,400,726.64 | 99.88 | % | ||||
Maximum Offering of $500,000,000 in Class I shares | ||||||||
Gross Proceeds (1) | $ | 500,000,000.00 | 100.00 | % | ||||
Upfront Sales Load (2) | $ | 0 | 0.00 | % | ||||
Organization and Offering Expenses (3) | $ | 599,273.36 | 0.12 | % | ||||
| Net Proceeds Available for Investment | $ | 499,400,726.64 | 99.88 | % | ||||
| (1) | We intend to conduct a continuous offering of an unlimited number of shares of Common Shares over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject to annual extensions. |
| (2) | No upfront sales load will be paid with respect to Class S shares, Class D shares, Class I shares or Class F shares; however, if you buy Class S shares, Class D shares or Class F shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares, a 1.5% cap on NAV for Class D shares, and a 2.0% cap on NAV for Class F shares. We will pay the following shareholder servicing and/or distribution fees to the Managing Dealer and/or a participating broker, subject to FINRA limitations on underwriting compensation: (a) for Class S shares only, a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares, (b) for Class D shares only, a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, and (c) for Class F shares only, a shareholder servicing and/or distribution fee equal to 0.50% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class F shares, in each case, payable monthly. The total amount that will be paid over time for shareholder servicing and/or distribution fees depends on the average length of time for which shares remain outstanding, the term over which such amount is measured and the performance of our investments, and is not expected to be paid from sources other than cash flow from operating activities. We will cease paying the shareholder servicing and/ or distribution fee on the Class S, Class D and Class F shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of this offering on which, in the aggregate, underwriting compensation from all sources in connection with this offering, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering. In addition, as required by any exemptive relief that allows us to offer multiple classes of shares, at the end of the month in which the Managing Dealer in conjunction with the Transfer Agent determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and shareholder servicing and/or distribution fees paid would exceed, in the aggregate, 10% of the gross proceeds of the Fund (or a lower limit as determined by the Managing Dealer or the applicable selling agent), we will cease paying the shareholder servicing and/or distribution fee on either (i) each such share that would exceed such limit or (ii) all Class S, Class D and Class F shares in such shareholder’s account. We may modify this requirement if permitted by applicable exemptive relief. At the end of such month, the applicable Class S, Class D or Class F shares in such shareholder’s account will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such Class S, Class D or Class F shares. See “Plan of Distribution.” |
| (3) | The organization and offering expense numbers shown above represent our estimates of expenses to be incurred by us in connection with this offering and include estimated wholesaling expenses reimbursable by us. See “Plan of Distribution” for examples of the types of organization and offering expenses we may incur. |
September 30, 2024 | ||||||||
Percentage of Total Portfolio | Weighted Average Current Yield for Total Portfolio | |||||||
| First Lien Senior Secured | 75.6 | % | 10.7 | % | ||||
| Equity | 0.2 | % | — | |||||
| Cash Equivalents | 24.2 | % | — | |||||
| Total | 100.0 | % | 10.7 | % | ||||
December 31, 2023 | ||||||||
Percentage of Total Portfolio | Weighted Average Current Yield for Total Portfolio | |||||||
| First Lien Senior Secured | 100 | % | 11.8 | % | ||||
| Total | 100 | % | 11.8 | % | ||||
Loan Rating | Summary Description | |
| 1 | Investments that are performing at or above expectations. No issues or foreseen issues on performance, covenants, liquidity, etc. The credit is expected to be repaid at or prior to maturity through available cash flow or to be refinanced. | |
| 2 | Investments that are performing substantially within our expectations, with the risks remaining neutral or favorable. All new loans are initially rated 2. The credit is expected to be repaid at or prior to maturity through available cash flow or to be refinanced by a third party. | |
| 3 | Investments that are performing below our expectations and that require closer monitoring, but where we expect no loss of investment return or principal. | |
| 4 | Investments that are performing below our expectations and for which risk has increased since the original investment. Although the loan is underperforming, there is not a high likelihood of any loss of principal or interest but there may be a possibility for equity returns, one-time fees or capitalized interest (if applicable) to be implied. | |
| 5 | Investments that are performing substantially below our expectations and whose risks have increased substantially since the original investment. Typically, the borrower will be in default, or the loan will have been modified to address a default or the loan may be past due. | |
| 6 | Investments that are performing poorly; it is unlikely that the enterprise or asset values currently exceed the debt and/or material reduction in enterprise value is reasonably foreseen. | |
As of September 30, 2024 | ||||||||
Internal Performance Rating | Investments at Fair Value (in thousands) | Percentage of Total Investments | ||||||
| 1 | — | — | % | |||||
| 2 | 124,921 | 98.7 | ||||||
| 3 | — | — | ||||||
| 4 | 1,613 | 1.3 | ||||||
| 5 | — | — | ||||||
| 6 | — | — | ||||||
Total | $ | 126,534 | 100.0 | % | ||||
As of December 31, 2023 | ||||||||
Internal Performance Rating | Investments at Fair Value (in thousands) | Percentage of Total Investments | ||||||
| 1 | $ | — | — | % | ||||
| 2 | 16,428 | 89.9 | ||||||
| 3 | 1,853 | 10.1 | ||||||
| 4 | — | — | ||||||
| 5 | — | — | ||||||
| 6 | — | — | ||||||
Total | $ | 18,281 | 100.0 | % | ||||
| Weighted average rate of new investment fundings | 10.65 | % | ||
| Weighted average spread over the reference rate of new floating rate investment fundings | 5.53 | % | ||
| Weighted average OID fees of new investment fundings | 0.30 | % |
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
| Total investment income | $ | 3,044 | $ | 5,163 | ||||
| Less: Net expenses | 1,445 | 1,850 | ||||||
| Net investment income | 1,599 | 3,313 | ||||||
| Net realized gains (loss) on investments | — | 7 | ||||||
| Net change in unrealized income (losses) on investments | 404 | 458 | ||||||
Net increase (decrease) in net assets resulting from operations | $ | 2,003 | $ | 3,778 | ||||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Total investment income | $ | 496 | ||
| Less: Net expenses | 57 | |||
| Net investment income | 439 | |||
| Net realized gains (loss) on investments | — | |||
| Net change in unrealized income (losses) on investments | (17 | ) | ||
Net increase (decrease) in net assets resulting from operations | $ | 422 | ||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
| Interest from investments | $ | 2,974 | $ | 5,045 | ||||
| Fee income | 70 | 118 | ||||||
| Total investment income | $ | 3,044 | $ | 5,163 | ||||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Interest from investment | $ | 484 | ||
| Fee income | 12 | |||
| Total investment income | $ | 496 | ||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
| Management fees | $ | 265 | $ | 511 | ||||
| Incentive fees | 151 | 239 | ||||||
| Administrative expenses | 54 | 103 | ||||||
| Interest expense | 687 | 687 | ||||||
| Professional fees | 287 | 2,167 | ||||||
| Trustees’ fees | 52 | 146 | ||||||
| Organizational and offering expenses | 346 | 627 | ||||||
| Other general expenses | 195 | 377 | ||||||
| Fee waivers | — | (237 | ) | |||||
| Expense reimbursement | (592 | ) | (2,770 | ) | ||||
| Net expenses | $ | 1,445 | $ | 1,850 | ||||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Administrative expenses | $ | 10 | ||
| Incentive fees | 55 | |||
| Management fees | 48 | |||
| Professional fees | 350 | |||
| Trustees’ fees | 28 | |||
| Organizational and offering expenses | 745 | |||
| Other general expenses | 102 | |||
| Fee waivers | (58 | ) | ||
| Incentive fee waiver | (55 | ) | ||
| Expense reimbursement | (1,168 | ) | ||
| Net expenses | $ | 57 | ||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
| Net realized gains (losses) | ||||||||
Non-controlled, Non-affiliate investments | $ | — | $ | 7 | ||||
| Total net realized gains (losses) | — | 7 | ||||||
| Net change in unrealized gains (losses) on investments | ||||||||
Non-controlled, non-affiliated investments | 410 | 473 | ||||||
| Net change in deferred tax liability | (6 | ) | (15 | ) | ||||
| Total net change in unrealized gains (losses) on investments | 404 | 458 | ||||||
| Total net realized and unrealized gains (losses) | $ | 404 | $ | 465 | ||||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Net realized gains (losses) | ||||
Non-affiliate investments | $ | — | ||
| Total net realized gains (losses) | — | |||
| Net change in unrealized gains (losses) on investments | ||||
Non-affiliate investments | (17 | ) | ||
| Total net change in unrealized gains (losses) on investments | (17 | ) | ||
| Total net realized and unrealized gains (losses) | $ | (17 | ) | |
As of September 30, 2024 | As of December 31, 2023 | |||||||
| Cash and cash equivalents | $ | 40,474 | $ | 8,511 | ||||
| Unfunded portfolio company commitments | (21,975 | ) | (2,846 | ) | ||||
| Undrawn capital commitments | 99,460 | — | ||||||
| Total operational liquidity | $ | 117,959 | $ | 5,665 | ||||
Date Declared | Record Date | Payment Date | Per Share Amount | |||||
| March 27, 2024 | March 27, 2024 | March 28, 2024 | $ | 0.54 | ||||
| June 27, 2024 | June 27, 2024 | June 28, 2024 | $ | 0.48 | ||||
| September 27, 2024 | September 27, 2024 | September 30, 2024 | $ | 0.60 | ||||
Date Declared | Record Date | Payment Date | Per Share Amount | |||||
| December 28, 2023 | December 28, 2023 | December 29, 2023 | $ | 0.55 | ||||
| 1) | Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services. |
| 2) | Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP. |
| 3) | Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process: |
| 6 | Source: Preqin, Private Credit Global AUM tracked as of December 2023. |
| • | Senior Secured Loans Offer Attractive Investment Characteristics 7 |
| • | Regulatory Actions Continue to Drive Demand towards Private Financing. non-investment grade credit commitments on their balance sheets, particularly with respect to middle market sized issuers. Instead, many commercial banks have adopted an“underwrite-and-distribute” 8 Access to the syndicated leveraged loan market has also become challenging for both first time issuers and smaller scale issuers, who previously had access to the capital markets. Issuers of tranche sizes representing less than $500 million account for approximately 6% of the new issue market as of June 30, 2024 as compared to approximately 49% in 2000.9 the Adviser believes that these regulatory actions have caused a shift in the role that commercial banks play in the direct lending market for middle to upper middle market borrowers, creating a void in the financing marketplace. This void has been filled by direct lending platforms which seek to provide borrowers an alternative “originate and retain” solution. In response, corporate borrower behavior has increasingly shifted to a more conscious assessment of the benefits that private capital from strategic financing partners can offer. |
| • | Volatility in Credit Markets has made Availability of Capital Less Predictable. |
| 7 | Source: Moody’s Investors Service Ultimate Recovery Rates Data; “Corporate Defaults and Recoveries - US” as of May 18, 2021. |
| 8 | Source: S&P LCD Quarterly Leveraged Lending Review 4Q 2022, Primary Investor Market: Banks vs. Non-bank. |
| 9 | Source: PitchBook LCD US Syndicated Market by Deal Q2 2024. |
| • | Leverage of an Established Platform and Infrastructure. We believe that access to individuals with specific industry expertise leads to better, more informed investment decisions. As such, the Adviser will utilize Comvest Partners’ network of operating relationships when practicable in all phases of the investment process–from sourcing a transaction, to performing due diligence, and, when appropriate, assisting in portfolio management. The Adviser will also seek to utilize Comvest Partners’ operating network to help evaluate new investment opportunities and receive insight into these businesses, their management teams, and key industry trends. In addition, Comvest Partners has access to an extensive network of high-quality operating relationships with industry-specific expertise in key industries and markets. |
| • | Originations Resources. To originate investment opportunities in the highly fragmented middle-market requires a dedicated and disciplined originations effort, particularly for non-sponsored andnon-traditionally sponsored transactions. Comvest Partners and its affiliates have invested significant resources in its business development platform and built a brand as a reliable source of capital in the middle-market. |
| • | Underwriting. When a target investment is identified, a due diligence plan is developed by the deal team and approved by the Adviser’s Investment Committee. Due diligence includes business due diligence conducted by the deal team, extensive third-party due diligence that is commissioned by Comvest Partners and, when practicable, utilizing Comvest Partners’ industry relationships. Due diligence conducted by the deal team may include senior management meetings, facility tours, a review of financial data and trends, customer calls, industry calls, a careful evaluation of the borrower’s management, owners and business strategy, as well as an evaluation of the borrower’s enterprise value. Third-party due diligence may include accounting due diligence (quality-of-earnings |
| • | Portfolio Management. The Adviser takes a proactive approach to portfolio management. All investments are evaluated by the deal team on a continuous basis through regular interaction with portfolio company management teams. In addition, portfolio companies are required to provide ongoing information that is utilized to assess the health and prospects of the business. Each investment is assigned a risk rating that is continually re-evaluated as material events occur. The investment team meets to discuss all portfolio companies on a regular basis, depending on the risk rating for each investment. Borrowers performing within underwriting expectations are evaluated by the entire team at the earlier of (i) a material development in the performance or prospects of the borrower or (ii) monthly when reporting is distributed to the investment team. In addition, quarterly portfolio review meetings are utilized to facilitate a detailed discussion of each portfolio company. Borrowers that are underperforming (or on “Watch”) are discussed during the biweekly oversight meeting. For each investment on Watch, the investment team develops and implements a portfolio management strategy that is approved by the Oversight and Watchlist Committee. The execution of the strategy is tracked and assessed at each Watchlist Committee meeting. The Adviser’s loan-monitoring infrastructure and processes help ensure that Comvest Partners’ investment professionals can take a proactive approach to portfolio management. Upon any material deviation from underwriting expectations, the team will reassess its investment thesis and utilize its rights as a secured creditor to obtain credit enhancements and/or improve its returns across the portfolio. |
| • | Exit Strategies/Refinancing. We expect to exit our investments typically through one of four scenarios: (i) the sale of the portfolio company itself, resulting in repayment of all outstanding debt, (ii) the recapitalization of the portfolio company in which our loan is replaced with debt or equity from a third party or parties (in some cases, we may choose to participate in the newly issued loan(s)), (iii) the repayment of the initial or remaining principal amount of our loan then outstanding at maturity or (iv) the sale of the debt investment by us. In some investments, there may be scheduled amortization of some portion of our loan which would result in a partial exit of our investment prior to the maturity of the loan. |
| • | have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| • | submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring anon-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or |
| • | disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
Class and year | Total Amount Outstanding (in thousands) | Asset Coverage Per Unit(1) | Involuntary Liquidating Preference Per Unit(2) | Market Value Per Unit(3) | ||||||||||||
| September 30, 2024 | ||||||||||||||||
| Credit Facility | $ | 46,000 | 2,470 | — | N/A | |||||||||||
| Secured Borrowing | 22,271 | 2,470 | — | N/A | ||||||||||||
| December 31, 2023 | ||||||||||||||||
| Credit Facility | — | — | — | N/A | ||||||||||||
| Secured Borrowing | — | — | — | N/A | ||||||||||||
| (1) | Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis. |
| (2) | The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “-” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities. |
| (3) | Not applicable for any of the senior securities as they were not registered for public trading. |
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||||||||
First Lien Senior Secured(5) | ||||||||||||||||||||||||||||||||||
Allbridge, LLC—Delayed Draw Term Loan(4) c/o Marlin Equity Partners 1301 Manhattan Ave. Hermosa Beach, California 90254 | Telecommunication Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.35 | % | 6/5/2030 | $ | — | $ | (1 | ) | $ | (1 | ) | 0.0 | % | ||||||||||||||||||
Allbridge, LLC—Revolving Credit Line(4) c/o Marlin Equity Partners 1301 Manhattan Ave. Hermosa Beach, California 90254 | Telecommunication Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.35 | % | 6/5/2030 | — | (2 | ) | (1 | ) | 0.0 | % | |||||||||||||||||||||
Allbridge, LLC—Term Loan(8)(11) c/o Marlin Equity Partners 1301 Manhattan Ave. Hermosa Beach, California 90254 | Telecommunication Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.35 | % | 6/5/2030 | 1,786 | 1,764 | 1,771 | 1.8 | % | |||||||||||||||||||||||
Batteries Plus Holding Corporation—Revolving Credit Line(4)(7) BATTERIES PLUS HOLDING CORPORATION 1325 Walnut Ridge Drive Hartland, WI 53029 | Technology Hardware & Equipment | First Lien Senior Secured | SOFR + 6.75% (1.00% floor) | 11.70 | % | 6/27/2028 | — | (1 | ) | — | 0.0 | % | ||||||||||||||||||||||
Batteries Plus Holding Corporation—Term Loan(7)(8)(11) BATTERIES PLUS HOLDING CORPORATION 1325 Walnut Ridge Drive Hartland, WI 53029 | Technology Hardware & Equipment | First Lien Senior Secured | SOFR + 6.75% (1.00% floor) | 11.70 | % | 6/27/2028 | 477 | 473 | 477 | 0.5 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
BHP Management Holdings, LLC—Delayed Draw Term Loan(7)(11) 2101 Magnolia Avenue South, Ste 518 Birmingham, AL 35205 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.00% (1.00% floor) | 9.75 | % | 10/27/2028 | 729 | 724 | 729 | 0.7 | % | |||||||||||||||||||||||
BHP Management Holdings, LLC—Term Loan(7)(8)(11) 2101 Magnolia Avenue South, Ste 518 Birmingham, AL 35205 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.00% (1.00% floor) | 9.75 | % | 10/27/2028 | 1,262 | 1,255 | 1,262 | 1.3 | % | |||||||||||||||||||||||
Billhighway, LLC—Delayed Draw Term Loan(4)(7) 5435 Corporate Dr. Ste. 300 Troy, MI 48098 | Software & Services | First Lien Senior Secured | SOFR + 6.75% (1.00% floor) | 11.70 | % | 2/8/2029 | 43 | 41 | 43 | 0.0 | % | |||||||||||||||||||||||
Billhighway, LLC—Revolving Credit Line(4)(7) 5435 Corporate Dr. Ste. 300 Troy, MI 48098 | Software & Services | First Lien Senior Secured | SOFR + 6.75% (1.00% floor) | 11.70 | % | 2/8/2029 | — | (1 | ) | — | 0.0 | % | ||||||||||||||||||||||
Billhighway, LLC—Term Loan(7) 5435 Corporate Dr. Ste. 300 Troy, MI 48098 | Software & Services | First Lien Senior Secured | SOFR + 6.75% (1.00% floor) | 11.70 | % | 2/8/2029 | 960 | 947 | 960 | 1.0 | % | |||||||||||||||||||||||
Cardiology Management Holdings, LLC—Delayed Draw Term Loan A(7)(8)(11) 2730 Ambassador Caffery Parkway Lafayette, LA 70506 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.00 | % | 1/31/2029 | 491 | 482 | 490 | 0.5 | % | |||||||||||||||||||||||
Cardiology Management Holdings, LLC—Delayed Draw Term Loan B(4)(7)(11) 2730 Ambassador Caffery Parkway Lafayette, LA 70506 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.00 | % | 1/31/2029 | 16 | 8 | 16 | 0.0 | % | |||||||||||||||||||||||
Cardiology Management Holdings, LLC—Term Loan(7)(8)(11) 2730 Ambassador Caffery Parkway Lafayette, LA 70506 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.00 | % | 1/31/2029 | 695 | 683 | 695 | 0.7 | % | |||||||||||||||||||||||
CheckedUp, Inc—Delayed Draw Term Loan(4)(7)(11) 450 Seventh Avenue, Suite 1601 New York City, New York 10123 | Media & Entertainment | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.20 | % | 10/20/2027 | 246 | 244 | 246 | 0.2 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
CheckedUp, Inc—Revolving Credit Line(4)(7) 450 Seventh Avenue, Suite 1601 New York City, New York 10123 | Media & Entertainment | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.35 | % | 10/20/2027 | 46 | 45 | 46 | 0.0 | % | |||||||||||||||||||||||
CheckedUp, Inc—Term Loan(7)(8)(11) 450 Seventh Avenue, Suite 1601 New York City, New York 10123 | Media & Entertainment | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.20 | % | 10/20/2027 | 877 | 874 | 877 | 0.9 | % | |||||||||||||||||||||||
Discovery SL Management, LLC—Delayed Draw Term Loan A(8)(11) 3461 Bonita Bay Blvd, STE 100 Bonita Springs, FL 34134 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.76 | % | 3/18/2030 | 359 | 357 | 357 | 0.4 | % | |||||||||||||||||||||||
Discovery SL Management, LLC—Delayed Draw Term Loan B(4) 3461 Bonita Bay Blvd, STE 100 Bonita Springs, FL 34134 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.76 | % | 3/18/2030 | — | (8 | ) | (10 | ) | 0.0 | % | |||||||||||||||||||||
Discovery SL Management, LLC—Revolving Credit Line(4) 3461 Bonita Bay Blvd, STE 100 Bonita Springs, FL 34134 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.76 | % | 3/18/2030 | — | (3 | ) | (2 | ) | 0.0 | % | |||||||||||||||||||||
Discovery SL Management, LLC—Term Loan(8)(11) 3461 Bonita Bay Blvd, STE 100 Bonita Springs, FL 34134 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.76 | % | 3/18/2030 | 2,148 | 2,124 | 2,133 | 2.1 | % | |||||||||||||||||||||||
DMA Holding Company—Revolving Credit Line(4) DMA Holding Company c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Ste. 3300 Chicago, Illinois 60611 | Software & Services | First Lien Senior Secured | SOFR + 7.00% (1.00% floor) | 11.95 | % | 7/19/2028 | — | (2 | ) | (4 | ) | 0.0 | % | |||||||||||||||||||||
DMA Holding Company—Term Loan DMA Holding Company c/o Flexpoint Ford, LLC 676 N. Michigan Avenue, Ste. 3300 Chicago, Illinois 60611 | Software & Services | First Lien Senior Secured | SOFR + 7.00% (1.00% floor) | 11.95 | % | 7/19/2028 | 1,055 | 1,032 | 1,019 | 1.0 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Drive Assurance Corporation—Delayed Draw Term Loan(4) Drive Assurance Corporation c/o Milestone Partners 797 East Lancaster Ave., Suite 200 Villanova, PA 19085 | Insurance | First Lien Senior Secured | SOFR + 7.00% (2.00% floor) | 11.85 | % | 7/10/2030 | — | (1 | ) | — | 0.0 | % | ||||||||||||||||||||||
Drive Assurance Corporation—Term Loan(8)(11) Drive Assurance Corporation c/o Milestone Partners 797 East Lancaster Ave., Suite 200 Villanova, PA 19085 | Insurance | First Lien Senior Secured | SOFR + 7.00% (2.00% floor) | 11.85 | % | 7/10/2030 | 4,593 | 4,548 | 4,593 | 4.6 | % | |||||||||||||||||||||||
Firebirds Buyer, LLC —Delayed Draw Term Loan(4)(7) 8700 Red Oak Blvd. Suite J Charlotte, NC 28217 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (2.00% floor) | 11.20 | % | 3/22/2028 | — | — | — | 0.0 | % | |||||||||||||||||||||||
Firebirds Buyer, LLC —Revolving Credit Line(4)(7) 8700 Red Oak Blvd. Suite J Charlotte, NC 28217 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (2.00% floor) | 11.20 | % | 3/22/2028 | 22 | 22 | 22 | 0.0 | % | |||||||||||||||||||||||
Firebirds Buyer, LLC —Term Loan(7)(8)(11) 8700 Red Oak Blvd. Suite J Charlotte, NC 28217 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (2.00% floor) | 11.20 | % | 3/22/2028 | 618 | 613 | 618 | 0.6 | % | |||||||||||||||||||||||
Hasa Acquisition, LLC—Delayed Draw Term Loan(4)(7) Hasa Acquisition, LLC c/o Wind Point Partners 676 N. Michigan Avenue, Suite 3700 Chicago, IL 60611 | Capital Goods | First Lien Senior Secured | SOFR + 5.00% (1.00% floor) | 10.28 | % | 1/10/2029 | — | (3 | ) | — | 0.0 | % | ||||||||||||||||||||||
Hasa Acquisition, LLC—Revolving Credit Line(4)(7) Hasa Acquisition, LLC c/o Wind Point Partners 676 N. Michigan Avenue, Suite 3700 Chicago, IL 60611 | Capital Goods | First Lien Senior Secured | SOFR + 5.00% (1.00% floor) | 10.28 | % | 1/10/2029 | — | (3 | ) | — | 0.0 | % | ||||||||||||||||||||||
Hasa Acquisition, LLC—Term Loan (7)(11) Hasa Acquisition, LLC c/o Wind Point Partners 676 N. Michigan Avenue, Suite 3700 Chicago, IL 60611 | Capital Goods | First Lien Senior Secured | SOFR + 5.00% (1.00% floor) | 10.28 | % | 1/10/2029 | 1,404 | 1,376 | 1,404 | 1.4 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Hornblower Sub LLC—Revolving Credit Line(4) Hornblower Sub, LLC Pier 3, The Embarcadero San Francisco, CA94111 | Transportation | First Lien Senior Secured | SOFR + 5.50% (1.00% floor) | 10.82 | % | 7/3/2029 | — | (4 | ) | (1 | ) | 0.0 | % | |||||||||||||||||||||
Hornblower Sub LLC—Term Loan(11) Hornblower Sub, LLC Pier 3, The Embarcadero San Francisco, CA94111 | Transportation | First Lien Senior Secured | SOFR + 5.50% (1.00% floor) | 10.82 | % | 7/3/2029 | 2,892 | 2,864 | 2,883 | 2.9 | % | |||||||||||||||||||||||
KCK Ltd—Revolving Credit Line(1)(4) Corner House 4th Floor, 20 Parliament Street, Hamilton, HM12, Bermuda | Financial Services | First Lien Senior Secured | SOFR + 5.40% (0.00% floor) | 10.40 | % | 9/27/2027 | 1,976 | 1,930 | 1,929 | 1.9 | % | |||||||||||||||||||||||
KCK Ltd—Term Loan(1)(12) Corner House 4th Floor, 20 Parliament Street, Hamilton, HM12, Bermuda | Financial Services | First Lien Senior Secured | SOFR + 5.40% (0.00% floor) | 10.40 | % | 9/27/2027 | 11,753 | 11,695 | 11,694 | 11.6 | % | |||||||||||||||||||||||
Kemper Sports Management, LLC —Delayed Draw Term Loan(7)(8)(11) 500 Skokie Blvd #444 Northbrook, IL 60062 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.20 | % | 1/12/2028 | 441 | 438 | 441 | 0.4 | % | |||||||||||||||||||||||
Kemper Sports Management, LLC —Revolving Credit Line(4)(7) 500 Skokie Blvd #444 Northbrook, IL 60062 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.69 | % | 1/12/2028 | 38 | 37 | 38 | 0.0 | % | |||||||||||||||||||||||
Kemper Sports Management, LLC —Term Loan(7)(8)(11) 500 Skokie Blvd #444 Northbrook, IL 60062 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.20 | % | 1/12/2028 | 1,818 | 1,806 | 1,818 | 1.8 | % | |||||||||||||||||||||||
M2S Group Intermediate Holdings Inc—Term Loan(11) 852 East Wisconsin Avenue Appleton, Wisconsin 54911 | Capital Goods | First Lien Senior Secured | SOFR + 4.75% (0.50% floor) | 9.85 | % | 8/25/2031 | 10,840 | 10,087 | 10,125 | 10.1 | % | |||||||||||||||||||||||
Military Retail Solutions, LLC—Delayed Draw Term Loan(4)(7) 2920 Regatta Blvd Richmond, CA 94804 | Consumer Staples Distribution & Retail | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.10 | % | 6/28/2029 | — | (14 | ) | (26 | ) | 0.0 | % | |||||||||||||||||||||
Military Retail Solutions, LLC—Revolving Credit Line(4)(7) 2920 Regatta Blvd Richmond, CA 94804 | Consumer Staples Distribution & Retail | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.10 | % | 6/28/2029 | 101 | 87 | 87 | 0.1 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Military Retail Solutions, LLC—Term Loan(7)(12) 2920 Regatta Blvd Richmond, CA 94804 | Consumer Staples Distribution & Retail | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.10 | % | 6/28/2029 | 13,146 | 12,891 | 12,922 | 12.8 | % | |||||||||||||||||||||||
National Debt Relief, LLC —Delayed Draw Term Loan(7)(11) 180 Maiden Ln, 30th Fl New York, NY 10038 | Financial Services | First Lien Senior Secured | SOFR + 6.50% (2.50% floor) | 11.46 | % | 2/7/2028 | 598 | 593 | 593 | 0.6 | % | |||||||||||||||||||||||
National Debt Relief, LLC —Revolving Credit Line(7) 180 Maiden Ln, 30th Fl New York, NY 10038 | Financial Services | First Lien Senior Secured | SOFR + 6.50% (2.50% floor) | 11.46 | % | 2/7/2028 | 120 | 119 | 119 | 0.1 | % | |||||||||||||||||||||||
National Debt Relief, LLC —Term Loan(7)(8)(11) 180 Maiden Ln, 30th Fl New York, NY 10038 | Financial Services | First Lien Senior Secured | SOFR + 6.50% (2.50% floor) | 11.46 | % | 2/7/2028 | 718 | 712 | 712 | 0.7 | % | |||||||||||||||||||||||
OL Texas Restaurants, LLC—Delayed Draw Term Loan(4)(7) 6010 W Spring Creek Parkway Plano, Texas 75024 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 11.07 | % | 8/29/2029 | — | (2 | ) | — | 0.0 | % | ||||||||||||||||||||||
OL Texas Restaurants, LLC—Revolving Credit Line(4)(7) 6010 W Spring Creek Parkway Plano, Texas 75024 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 11.07 | % | 8/29/2029 | — | (2 | ) | — | 0.0 | % | ||||||||||||||||||||||
OL Texas Restaurants, LLC—Term Loan(8)(11) 6010 W Spring Creek Parkway Plano, Texas 75024 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 11.07 | % | 8/29/2029 | 1,435 | 1,428 | 1,435 | 1.4 | % | |||||||||||||||||||||||
OpCo Borrower, LLC—Term Loan(8)(11) 835 W 6th St. Austin, Texas 78703 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 6.00% (1.00% floor) | 11.28 | % | 4/26/2029 | 7,522 | 7,382 | 7,417 | 7.4 | % | |||||||||||||||||||||||
Pansophic Learning US, LLC—Delayed Draw Term Loan(4) 1750 Tysons Blvd, 13th Floor McLean, VA 22102 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 11.03 | % | 5/15/2029 | 995 | 968 | 974 | 1.0 | % | |||||||||||||||||||||||
Pansophic Learning US, LLC—Revolving Credit Line (4) 1750 Tysons Blvd, 13th Floor McLean, VA 22102 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.68 | % | 5/15/2029 | 499 | 478 | 485 | 0.5 | % | |||||||||||||||||||||||
Pansophic Learning US, LLC—Term Loan(8)(11) 1750 Tysons Blvd, 13th Floor McLean, VA 22102 | Consumer Services | First Lien Senior Secured | SOFR + 5.75% (1.00% floor) | 10.70 | % | 5/15/2029 | 11,965 | 11,709 | 11,798 | 11.7 | % | |||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
PDDS Holdco, Inc. —Delayed Draw Term Loan(4) 17872 Gillette Avenue, Suite 250 Irvine, California 92614 | Software & Services | First Lien Senior Secured | SOFR + 7.50% (0.75% floor) | 12.25 | % | 7/18/2028 | 31 | 30 | 30 | 0.0 | % | |||||||||||||||||||||||
PDDS Holdco, Inc. —Term Loan 17872 Gillette Avenue, Suite 250 Irvine, California 92614 | Software & Services | First Lien Senior Secured | SOFR + 7.50% (0.75% floor) | 12.25 | % | 7/18/2028 | 229 | 224 | 224 | 0.2 | % | |||||||||||||||||||||||
Priority Holdings, LLC—Term Loan(8)(11) 2001 Westside Parkway, Suite 155 Alpharetta, Georgia 30004 | Financial Services | First Lien Senior Secured | SOFR + 4.75% (0.50% floor) | 9.81 | % | 5/16/2031 | 2,895 | 2,881 | 2,895 | 2.9 | % | |||||||||||||||||||||||
Restaurant Holding Company, LLC—Delayed Draw Term Loan(4)(7) Restaurant Holding Company, LLC 517 Carretera 5, Suite 1 Cataño, PR 00962-7028 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.21 | % | 2/25/2028 | — | (1 | ) | — | 0.0 | % | ||||||||||||||||||||||
Restaurant Holding Company, LLC—Term Loan(7)(8)(11) Restaurant Holding Company, LLC 517 Carretera 5, Suite 1 Cataño, PR 00962-7028 | Consumer Services | First Lien Senior Secured | SOFR + 6.25% (1.00% floor) | 11.21 | % | 2/25/2028 | 2,046 | 2,038 | 2,046 | 2.0 | % | |||||||||||||||||||||||
Salt US Holdco, LLC—Delayed Draw Term Loan(4)(8) 10619 S. Jordan Gateway, Suite 110 South Jordan, UT 84095 | Transportation | First Lien Senior Secured | SOFR + 5.73% (1.00% floor) | 10.34 | % | 7/31/2029 | 27 | 25 | 20 | 0.0 | % | |||||||||||||||||||||||
Salt US Holdco, LLC—Term Loan(11) 10619 S. Jordan Gateway, Suite 110 South Jordan, UT 84095 | Transportation | First Lien Senior Secured | SOFR + 5.73% (1.00% floor) | 10.34 | % | 7/31/2029 | 2,004 | 1,984 | 1,984 | 2.0 | % | |||||||||||||||||||||||
Select Rehabilitation, LLC—Term Loan(8)(11) 2600 Compass Road Glenview, Illinois 60026 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 8.50% (1.00% floor) | 13.45 | % | 10/19/2027 | 1,923 | 1,922 | 1,613 | 1.6 | % | |||||||||||||||||||||||
Senior Support Holdings (Franchise) Acquisition, Inc.—Delayed Draw Loan(4) 300 North LaSalle Street, Suite 4900 Chicago, IL 60654 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.06 | % | 3/20/2030 | — | (14 | ) | — | 0.0 | % | ||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Senior Support Holdings (Franchise) Acquisition, Inc.—Term Loan(8)(11) 300 North LaSalle Street, Suite 4900 Chicago, IL 60654 | Health Care Equipment & Services | First Lien Senior Secured | SOFR + 5.25% (1.00% floor) | 10.06 | % | 3/20/2030 | 3,528 | 3,462 | 3,528 | 3.5 | % | |||||||||||||||||||||||
Spartan CP, LLC—Delayed Draw Term Loan(4) Spartan Fitness Holdings LLC PO Box 174 Brentwood, Tennessee 37024 | Consumer Services | SOFR + 5.75% (1.00% floor) | 10.60 | % | 6/28/2029 | 475 | 452 | 475 | 0.5 | % | ||||||||||||||||||||||||
Spartan CP, LLC—Revolving Credit Line(4) Spartan Fitness Holdings LLC PO Box 174 Brentwood, Tennessee 37024 | Consumer Services | SOFR + 5.75% (1.00% floor) | 10.60 | % | 6/28/2029 | 331 | 323 | 331 | 0.3 | % | ||||||||||||||||||||||||
Spartan CP, LLC—Term Loan(8)(11) Spartan Fitness Holdings LLC PO Box 174 Brentwood, Tennessee 37024 | Consumer Services | SOFR + 5.75% (1.00% floor) | 10.60 | % | 6/28/2029 | 4,543 | 4,455 | 4,543 | 4.5 | % | ||||||||||||||||||||||||
Splash Car Wash, Inc—Delayed Draw Term Loan(4)(7) 625 West Putnam Avenue Greenwich, CT 06830 | Consumer Discretionary Distribution & Retail | SOFR + 6.50% (1.00% floor) + 1.00% PIK | 12.71 | % | 6/30/2026 | 4 | 4 | 4 | 0.0 | % | ||||||||||||||||||||||||
Splash Car Wash, Inc—Revolving Credit Line(7) 625 West Putnam Avenue Greenwich, CT 06830 | Consumer Discretionary Distribution & Retail | SOFR + 6.50% (1.00% floor) + 1.00% PIK | 12.49 | % | 6/30/2026 | 14 | 14 | 14 | 0.0 | % | ||||||||||||||||||||||||
Splash Car Wash, Inc—Term Loan (7)(8)(11) 625 West Putnam Avenue Greenwich, CT 06830 | Consumer Discretionary Distribution & Retail | SOFR + 6.50% (1.00% floor) + 1.00% PIK | 12.37 | % | 6/30/2026 | 328 | 324 | 328 | 0.3 | % | ||||||||||||||||||||||||
Total Fleet Buyer, LLC—Revolving Credit Line(4) TFS, Ltd. c/o Southfield Capital, LP 140 Greenwich Avenue, 4th Floor Greenwich, Connecticut 06830 | Commercial & Professional Services | SOFR + 4.50% (1.00% floor) | 9.80 | % | 7/15/2030 | — | (19 | ) | (14 | ) | 0.0 | % | ||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||||||
Total Fleet Buyer, LLC—Term Loan(11) TFS, Ltd. c/o Southfield Capital, LP 140 Greenwich Avenue, 4th Floor Greenwich, Connecticut 06830 | | Commercial & Professional Services | | SOFR + 4.50% (1.00% floor) | 9.80 | % | 7/15/2030 | 5,662 | 5,565 | 5,594 | 5.6 | % | ||||||||||||||||||||||||||
WildBrain Ltd.—Revolving Credit Line(1)(4) 25 York Street, Suite 1201 Toronto, Ontario M5J 2V5 | | Media & Entertainment | | SOFR + 6.00% (1.00% floor) | 11.26 | % | 7/23/2029 | 999 | 962 | 970 | 1.0 | % | ||||||||||||||||||||||||||
WildBrain Ltd.—Term Loan(1)(11) 25 York Street, Suite 1201 Toronto, Ontario M5J 2V5 | | Media & Entertainment | | SOFR + 6.00% (1.00% floor) | 11.28 | % | 7/23/2029 | 17,794 | 17,447 | 17,527 | 17.4 | % | ||||||||||||||||||||||||||
| XDimensional Technologies, Inc.—Delayed Draw Term Loan(7) | | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | 12.95 | % | 12/24/2025 | 12 | 12 | 12 | 0.0 | % | ||||||||||||||||||||||||||
XDimensional Technologies, Inc.—Revolving Credit Line(4)(7) 145 S. State College Blvd., Ste. 160 Brea, CA 92821 | | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | 12.95 | % | 12/24/2025 | — | (1 | ) | (3 | ) | 0.0 | % | ||||||||||||||||||||||||
XDimensional Technologies, Inc.—Term Loan(7) 145 S. State College Blvd., Ste. 160 Brea, CA 92821 | | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | 12.95 | % | 12/24/2025 | 873 | 862 | 833 | 0.8 | % | ||||||||||||||||||||||||||
Total First Lien Senior Secured | 128,402 | 125,740 | 126,137 | 125.3 | % | |||||||||||||||||||||||||||||||||
Total Debt Investments | $ | 128,402 | $ | 125,740 | $ | 126,137 | 125.3 | % | ||||||||||||||||||||||||||||||
Equity Investments | ||||||||||||||||||||||||||||||||||||||
Private Companies | ||||||||||||||||||||||||||||||||||||||
Senior Support Holdings, LP—Class A-1 Units(8)(10) | ||||||||||||||||||||||||||||||||||||||
Senior Support Holdings (Franchise) Acquisition, Inc. 300 North LaSalle Street, Suite 4900 Chicago, IL 60654 | | Health Care Equipment & Services | | NA | 0.2019 | % | 338 | $ | 338 | $ | 359 | 0.4 | % | |||||||||||||||||||||||||
Portfolio Company Name and Address (1)(3)(6)(8) | Industry | Investment Type | Spread Above Index | Interest Rate | Maturity Date | % of Class Held at 9/30/2024 | Principal / Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||||
Senior Support Holdings, LP—Class B Units(8)(10) Senior Support Holdings (Franchise) Acquisition, Inc. 300 North LaSalle Street, Suite 4900 Chicago, IL 60654 | Health Care Equipment & Services | NA | 0.2019 | % | 338 | — | 38 | 0.0 | % | |||||||||||||||||||||||||
Total Private Companies | 338 | 397 | 0.4 | % | ||||||||||||||||||||||||||||||
Total Equity Investments | 338 | 397 | 0.4 | % | ||||||||||||||||||||||||||||||
Total Investments | $ | 126,078 | $ | 126,534 | 125.7 | % | ||||||||||||||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||||||||||||||
First American Government Obligations Fund—X Class(13) 800 Nicollet Mall Minneapolis, MN 55402 | Cash Equivalents | Cash Equivalents | NA | 5.05 | % | 40,471 | $ | 40,471 | $ | 40,471 | 40.2 | % | ||||||||||||||||||||||
Cash Equivalents Total | $ | 40,471 | $ | 40,471 | 40.2 | % | ||||||||||||||||||||||||||||
Investments and Cash Equivalents Total | $ | 166,549 | $ | 167,005 | 165.9 | % | ||||||||||||||||||||||||||||
Other Assets in Excess of Liabilities(14) | (66,297 | ) | (65.9 | )% | ||||||||||||||||||||||||||||||
Net Assets | $ | 100,708 | 100.0 | % | ||||||||||||||||||||||||||||||
| (1) | All investments in AMG Comvest Senior Lending Fund (the “Fund”) are considered qualifying assets, under Section 55(a) of the Investment Company Act of 1940. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of September 30, 2024, 18.81% of the Fund’s total assets are represented by investments at fair value that are considerednon-qualifying assets. |
| (2) | Percentages are based on net assets as of September 30, 2024. |
| (3) | The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3—Fair Value of Financial Instruments). |
| (4) | For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 5—Commitments and Contingencies for details of these unfunded commitments. |
| (5) | The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR”) and which reset monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of September 30, 2024, the reference rates for the Fund’s variable rate loans were the 1 month SOFR at 4.85%, the 3 month SOFR at 4.59%, and the 6 month SOFR at 4.25%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| (6) | All investments domiciled in the United States unless otherwise noted. |
| (7) | Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0.00%—0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown. |
| (8) | Investment is held by AMG Comvest Senior Lending Blocker MF SPV, LLC, a wholly-owned subsidiary of AMG Comvest Senior Lending Fund. |
| (9) | The Fund updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of September 30, 2024 to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of September 30, 2024. |
| (10) | This security is restricted and not available to resale. The Fund purchased the security on March 20, 2024. Additionally on March 20, 2024, the Fund purchased Senior Support Holdings (Franchise) Acquisition, Inc.—Delayed Draw Loan and Senior Support Holdings (Franchise) Acquisition, Inc. – Term Loan. These investments are offered by the same issuer and are not restricted to resale. |
| (11) | Investment held in AMG Comvest Senior Lending Fund LLI SPV, LLC as collateral for “the Secured Loan Facility”. |
| (12) | Investment subject to “the Participation Agreement”. |
| (13) | A copy of the security’s annual report to shareholders may be obtained without charge on the SEC’s website (http://www.sec.gov). |
| (14) | Included in the total is an amount of $725 held for collateral to meet requirements associated with the credit facility. |
| • | the operation of our compliance policies and procedures and our service providers since the last report; |
| • | any material changes to these policies and procedures since the last report; |
| • | any recommendations for material changes to these policies and procedures as a result of the chief compliance officer’s review; and |
| • | any compliance matter that has occurred since the date of the last report about which the Board would reasonably need to know to oversee our compliance activities and risks. |
Name | Age | Position | Length of Time Served | Principal Occupation During Past 5 Years | Other Trusteeships Held by Trustee | |||||||||
Interested Trustee | ||||||||||||||
| Robert O’Sullivan | 50 | Trustee, Chairman of the Board and Chief Executive Officer | | Since October 2023 | | Chief Executive Officer, Commonwealth Credit Partners BDC Inc. (2021-Present); CEO and co-founder of Comvest Credit Partners | Chairman of the Board of Commonwealth Credit Partners BDC Inc. (2021-Present) | |||||||
Independent Trustees | ||||||||||||||
| David G. Lambert | 70 | Trustee | | Since February 2024 | | Private Investor | None | |||||||
| Eric Rakowski | 66 | Trustee | | Since October 2023 | | University of California at Berkeley School of Law, Professor of Law (1990-Present) | Trustee of AMG Funds (38 portfolios) (1999-Present); Director of AMG Pantheon Funds (3 portfolios) (2014-Present); Trustee of Parnassus Funds (4 portfolios) (2021-Present); Trustee of Parnassus Income Funds (2 portfolios) (2021-Present); Director of Harding, | |||||||
Name | Age | Position | Length of Time Served | Principal Occupation During Past 5 Years | Other Trusteeships Held by Trustee | |||||
Loevner Funds, Inc. (10 portfolios); Trustee of Third Avenue Trust (3 portfolios) (2002-2019); Trustee of Third Avenue Variable Trust (1 portfolio) (2002-2019) | ||||||||||
| Peter MacEwen | 59 | Trustee | Since October 2023 | Private investor (2019-Present); Affiliated Managers Group, Inc. (2003-2018): Chief Administrative Officer, Office of the CEO (2013-2018); Senior Vice President, Finance (2007-2013); Vice President, Finance (2003-2007) | Trustee of AMG Funds (38 portfolios) (2023-Present) | |||||
Name | Age | Position | Length of Time Served | Principal Occupation During Past 5 Years Position(s) | ||||
| Cecilio M. Rodriguez | 64 | Chief Financial Officer | Since October 2023 | Chief Financial Officer, Comvest Partners | ||||
| Jason Gelberd | 51 | Co-Chief Investment Officer | Since October 2023 | Partner and Co-Head of Direct Lending, Comvest Partners, Chief Operating Officer, Comvest Credit Partners | ||||
| Greg Reynolds | 54 | Co-Chief Investment Officer | Since October 2023 | Partner and Co-Head of Direct Lending, Comvest Partners, Chief Investment Officer, Comvest Credit Partners | ||||
Name | Age | Position | Length of Time Served | Principal Occupation During Past 5 Years Position(s) | ||||
| Patrick Spellman | 50 | Chief Compliance Officer | Since October 2023 | Vice President and Chief Compliance Officer of AMG Funds LLC; Chief Compliance Officer of AMG Distributors, Inc.; Chief Compliance Officer and Anti-Money Laundering Compliance Officer, AMG Funds and AMG Pantheon Funds | ||||
| Michael Altschuler | 47 | Vice President | Since October 2023 | Partner and General Counsel, Comvest Partners | ||||
| Thomas Disbrow | 58 | Chief Accounting Officer and Treasurer | Since October 2023 | Vice President and Mutual Fund Treasurer/ Mutual Fund CFO, AMG Funds LLC; Treasurer, AMG Funds and AMG Pantheon Funds | ||||
| John Starace | 54 | Deputy Treasurer | Since October 2023 | Vice President, AMG Funds LLC; Deputy Treasurer, AMG Funds and AMG Pantheon Funds | ||||
| Maureen Kerrigan | 39 | Secretary | Since October 2023 | Vice President and Senior Counsel, AMG Funds LLC; Assistant Secretary, AMG Funds | ||||
| • | are of high character and integrity; |
| • | are accomplished in their respective fields, with superior credentials and recognition; |
| • | have relevant expertise and experience upon which to be able to offer advice and guidance to management; |
| • | have sufficient time available to devote to our affairs; |
| • | are able to work with the other members of the Board and contribute to our success; |
| • | can represent the long-term interests of our shareholders as a whole; and |
| • | are selected such that the Board represents a range of backgrounds and experience. |
Name of Investment Committee Member | Dollar Range of Equity Securities (1) | |||
| Michael Falk | None | |||
| Jason Gelberd | None | |||
| Tom Goila | None | |||
| Lee Landrum | None | |||
| Robert O’Sullivan | None | |||
| Greg Reynolds | None | |||
| Cecilio Rodriguez | None | |||
| (1) | Dollar ranges are as follows: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, $100,001—$500,000, $500,001—$1,000,000, or over $1,000,000. |
Michael Falk | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 27 | $ | 7,300 | 23 | $ | 6,794 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Cecilio Rodriguez | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 27 | $ | 7,300 | 23 | $ | 6,794 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Jason Gelberd | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 23 | $ | 6,540 | 20 | $ | 6,035 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Greg Reynolds | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 18 | $ | 6,081 | 15 | $ | 5,576 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Tom Goila | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 18 | $ | 6,081 | 15 | $ | 5,576 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Robert O’Sullivan | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 17 | $ | 5,875 | 14 | $ | 5,370 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
Lee Landrum | ||||||||||||||||
Type of Account | Number of Accounts | Assets of Accounts ($ millions) | Number of Accounts Subject to a performance Fee | Assets Subject to a performance Fee ($ millions) | ||||||||||||
| Registered Investment companies | — | — | — | — | ||||||||||||
Other pooled investment vehicles (1) | 18 | $ | 6,081 | 15 | $ | 5,576 | ||||||||||
| Other accounts | 3 | $ | 323 | 2 | $ | 272 | ||||||||||
| (1) | Includes management investment companies that have elected to be regulated as business development companies under the 1940 Act. |
| • | determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | determines the securities and other assets that we will purchase, retain or sell; |
| • | identifies, evaluates, and negotiates the structure of our investments that we make; |
| • | executes, monitors and services the investments that we make; |
| • | performs due diligence on prospective portfolio companies; |
| • | votes, exercises consents and exercises all other rights appertaining to such securities and other assets on our behalf; and |
| • | provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require. |
| • | No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which ourPre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.00% annualized); |
| • | 100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of suchPre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). We refer to this portion of ourPre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the“catch-up.” The“catch-up” is meant to provide the Adviser with approximately 12.5% of ourPre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and |
| • | 12.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and thecatch-up is achieved, 12.5% of allPre-Incentive Fee Net Investment Income Returns thereafter are paid to the Adviser. |
| • | 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. |
Scenarios expressed as a percentage of NAV at the beginning of the quarter | Scenario 1 | Scenario 2 | Scenario 3 | |||||||||
Pre-incentive fee net investment income for the quarter | 1.00 | % | 1.35 | % | 2.00 | % | ||||||
| Catch up incentive fee (maximum of 0.18%) | 0.00 | % | 0.10 | % | 0.18 | % | ||||||
| Split incentive fee (12.50% above 1.43%) | 0.00 | % | 0.00 | % | 0.07 | % | ||||||
| Net Investment income | 1.00 | % | 1.25 | % | 1.75 | % | ||||||
| Year 1: | No net realized capital gains or losses | |||
| Year 2: | 6.00% realized capital gains and 1.00% realized capital losses and unrealized capital depreciation; capital gain incentive fee = 12.50% × (realized capital gains for year computed net of all realized capital losses and unrealized capital depreciation at year end) | |||
| Year 1 | Incentive Fee on Capital Gains | = 12.50% × (0) | ||
| = 0 | ||||
| = No Incentive Fee on Capital Gains | ||||
| Year 2 | Incentive Fee on Capital Gains | = 12.50% × (6.00% – 1.00%) | ||
| = 12.50% × 5.00% | ||||
| = 0.63% | ||||
| • | Fees, costs and expenses of the administrative and compliance services necessary for the operation of the Fund or oversee, or arrange for, the performance of said services by the Sub-Administrator; |
| • | Fees, costs and expenses of technology and technology development including, but not limited to, computer systems and applications, web servicing, and website development and maintenance; |
| • | Costs and expenses of all in-house administrative professional staff provided by the Administrator or its affiliates, including internal legal, compliance, tax, finance, accounting, audit, technology, or other services and professionals related thereto, as deemed appropriate by the Administrator, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel; and |
| • | Costs and expenses of in-house registered representatives provided by the managing dealer or its affiliates, as deemed appropriate by the Administrator, including base compensation, bonus, and benefits and routine overhead expenses, due diligence expense, and training and promotional expenses. |
| (i) | O&O Expenses associated with the offering of the Fund’s shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Fund’s Transfer Agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee); |
| (ii) | all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), subadministrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”)), investment bankers, |
| administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged onshort-or long-term arrangements) as deemed appropriate by the Adviser or its affiliates, with the oversight of the Board, where such internal personnel perform services that would be paid by the Fund if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by itsin-house attorneys and tax advisors that provide transactional legal advice and/or services to the Fund or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Fund and (y) expenses and fees to provide administrative and accounting services to the Fund or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Fund or affiliates in connection with such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Adviser or its affiliates, with the oversight of the Board, to the Fund or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services; |
| (iii) | the cost of effecting any sales and repurchases of the shares and other securities; |
| (iv) | extraordinary expenses incurred by the Fund (including litigation); |
| (v) | interest and fees and expenses arising out of all borrowings, guarantees and other financings (including interest, fees and related legal expenses) made or entered into by the Fund, including, but not limited to, the arranging thereof and related legal expenses; |
| (vi) | all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources; |
| (vii) | costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes; |
| (viii) | costs of entering into derivatives and hedging transactions; |
| (ix) | expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights; |
| (x) | expenses (including the allocable portions of compensation and out-of-pocket |
| (xi) | all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments; |
| (xii) | the allocated costs incurred by the Adviser and the Administrator in providing managerial assistance to those portfolio companies that request it; |
| (xiii) | all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting |
| costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses); |
| (xiv) | investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction), or any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Fund directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Fund’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of the Adviser or its affiliates) reasonably necessary and/ or advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates of the Adviser as lessor in connection therewith)); |
| (xv) | transfer agent, dividend agent and custodial fees; |
| (xvi) | fees and expenses associated with marketing efforts; |
| (xvii) | federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies; ongoing Fund offering expenses; |
| (xviii) | fees and expenses including reasonable travel, entertainment, lodging and meal expenses of, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Board who are not interested persons (as defined in the 1940 Act) of the Fund; |
| (xix) | costs of preparing financial statements and maintaining books and records, costs of Sarbanes-Oxley Act of 2002 compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, U.S. Commodity Futures Trading Commission and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing (except to the extent such costs and expenses are borne by the Administrator or its affiliates under this Agreement or by the Adviser under the Advisory Agreement); |
| (xx) | all fees, costs and expenses associated with the preparation and issuance of the Fund’s periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Fund and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Fund or the Adviser or its affiliates in connection with such provision of services thereby) (except to the extent such costs and expenses are borne by the Administrator under this Agreement or by the Adviser under the Advisory Agreement); |
| (xxi) | the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Board meetings; |
| (xxii) | proxy voting expenses; |
| (xxiii) | costs associated with an exchange listing; |
| (xxiv) | costs of registration rights granted to certain investors; |
| (xxv) | any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Fund and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Fund and the amount of any judgments, fines, remediation or settlements paid in connection therewith; |
| (xxvi) | all fees, costs and expenses of any litigation, arbitration or audit involving the Fund any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, Board and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Fund; |
| (xxvii) | all fees, costs and expenses associated with the Fund’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Adviser’s or its affiliates’ internal and third-party research group (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Adviser and/or its affiliates) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by the Adviser and/or its affiliates for data-related services provided to the Fund and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations; |
| (xxviii) | the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Fund’s election to be treated as a BDC; |
| (xxix) | costs associated with individual or group shareholders; |
| (xxx) | the Fund’s allocable portion of its fidelity bond, Board members and officers errors and omissions liability insurance and other insurance premiums; |
| (xxxi) | direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff; |
| (xxxii) | all fees, costs and expenses of winding up and liquidating the Fund’s assets; |
| (xxxiii) | extraordinary expenses (such as litigation or indemnification); |
| (xxxiv) | all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Fund’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under FATCA and FBAR reporting requirements applicable to the Fund or reports to be filed with the Commodity Futures Trading Commission (“CFTC”), reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Adviser relating to the Fund and its affiliates relating to the Fund, and their activities) and/or other regulatory filings, notices |
| or disclosures of the Adviser and its affiliates relating to the Fund including those pursuant to applicable disclosure laws and expenses relating to FOIA requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Fund and its activities; |
| (xxxv) | costs and expenses (including travel) in connection with the diligence and oversight of the Fund’s service providers; |
| (xxxvi) | costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Adviser or its affiliates for meetings with existing investors and any broker-dealers, registered investment advisors, financial and other advisors representing such existing investors; and |
| (xxxvii) | all other expenses incurred by the Administrator in connection with administering the Fund’s business. |
| 1. | investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement; |
| 2. | administration fees to the Administrator, pursuant to the Administration Agreement; and |
| 3. | all other expenses of the Fund’s operations and transactions, including those listed in “Fees and Expenses.” |
| • | the nature, quality and extent of the advisory and other services to be provided to the Fund by the Adviser; |
| • | the proposed investment advisory fee rates to be paid by the Fund to the Adviser; |
| • | the fee structures of comparable externally managed business development companies that engage in similar investing activities; |
| • | our projected operating expenses and expense ratio compared to business development companies with similar investment objectives; |
| • | information about the services to be performed and the personnel who would be performing such services under the Advisory Agreement; and |
| • | the organizational capability and financial condition of the Adviser and its affiliates. |
| • | We may not purchase or lease assets in which the Adviser or its affiliates has an interest unless (i) we disclose the terms of the transaction to our shareholders, the terms are reasonable to us and the price does not exceed the lesser of cost or fair market value, as determined by an independent expert or (ii) such purchase or lease of assets is consistent with the 1940 Act or an exemptive order under the 1940 Act issued to us by the SEC; |
| • | We may not invest in general partnerships or joint ventures with affiliates and non-affiliates unless certain conditions are met; |
| • | The Adviser and its affiliates may not acquire assets from us unless (i) approved by our shareholders entitled to cast a majority of the votes entitled to be cast on the matter or (ii) such acquisition is consistent with the 1940 Act or an exemptive order under the 1940 Act issued to us by the SEC; |
| • | We may not lease assets to the Adviser or its affiliates unless we disclose the terms of the transaction to our shareholders and such terms are fair and reasonable to us; |
| • | We may not make any loans, credit facilities, credit agreements or otherwise to the Adviser or its affiliates except for the advancement of funds as permitted by our Declaration of Trust or unless otherwise permitted by the 1940 Act or applicable guidance or exemptive relief of the SEC; |
| • | We may not acquire assets in exchange for our Common Shares; |
| • | We may not pay a commission or fee, either directly or indirectly to the Adviser or its affiliates, except as otherwise permitted by our Declaration of Trust, in connection with the reinvestment of cash flows from operations and available reserves or of the proceeds of the resale, exchange or refinancing of our assets; |
| • | The Adviser may not charge duplicate fees to us; and |
| • | The Adviser may not provide financing to us with a term in excess of 12 months. |
| • | each person known to us to be expected to beneficially own more than 5% of the outstanding shares; |
| • | each of our Trustees and each executive officers; and |
| • | all of our Trustees and executive officers as a group. |
Common Shares Beneficially Owned | ||||||||
Name and Address(1) | Number | Percentage | ||||||
Interested Trustee | — | — | ||||||
| Robert O’Sullivan | — | — | ||||||
Independent Trustees | — | — | ||||||
| David Lambert | — | — | ||||||
| Eric Rakowski | — | — | ||||||
| Peter MacEwen | — | — | ||||||
Executive Officers who are not Trustees | — | — | ||||||
| Cecilio M. Rodriguez | — | — | ||||||
| Jason Gelberd | — | — | ||||||
| Greg Reynolds | — | — | ||||||
| Patrick Spellman | — | — | ||||||
| Michael Altschuler | — | — | ||||||
| Thomas Disbrow | — | — | ||||||
| John Starace | — | — | ||||||
| Maureen Kerrigan | — | — | ||||||
Other | — | — | ||||||
| All officers and Trustees as a group (12 persons) | — | — | ||||||
| * | Less than 1%. |
| (1) | The address for all of the Fund’s officers and Trustees is c/o AMG Comvest Senior Lending Fund, 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL 33401. |
Name and Address | Dollar Range of Equity Securities in Fund (1)(2) | |||
Interested Trustee | ||||
| Robert O’Sullivan | None | |||
Independent Trustees | ||||
David Lambert (3) | None | |||
| Eric Rakowski | None | |||
| Peter MacEwen | None | |||
| (1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
| (2) | The dollar range of equity securities beneficially owned are: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000 or over $100,000. |
| (3) | Mr. Lambert was elected as an Independent Trustee of the Fund on February 29, 2024. |
Title of Class | Amount Authorized | Amount Held by Fund for its Account | Amount Outstanding as of September 30, 2024 | |||||||||
| Class S | Unlimited | — | — | |||||||||
| Class D | Unlimited | — | — | |||||||||
| Class F | Unlimited | — | — | |||||||||
| Class I | Unlimited | — | — | |||||||||
| • | accepting the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction offered in the proposedroll-up transaction; or |
| • | one of the following: |
| • | remaining as shareholders and preserving their interests in us on the same terms and conditions as existed previously; or |
| • | receiving cash in an amount equal to their pro rata share of the appraised value of our net assets. |
| • | which would result in shareholders having voting rights in the entity that would be created or would survive after the successful completion of the roll-up transaction that are less than those provided in the charter, including rights with respect to the election and removal of trustees, annual and special meetings, amendments to the charter and our dissolution; |
| • | which includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares by any purchaser of the securities of the entity that would be created or would survive after the successful completion of the roll-up transaction, except to the minimum extent necessary to preserve the tax status of such entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the entity that would be created or would survive after the successful completion of theroll-up transaction on the basis of the number of shares held by that investor; |
| • | in which shareholders’ rights to access to records of the entity that would be created or would survive after the successful completion of the roll-up transaction will be less than those provided in the charter; or |
| • | in which the Fund would bear any of the costs of the roll-up transaction if the shareholders reject theroll-up transaction. |
| • | The valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Adviser responsible for the portfolio investment; |
| • | In addition, an independent valuation firm may be engaged to prepare valuations of a selection of portfolio companies or investments, as determined by the Adviser. The independent valuation firm |
| undertakes a full analysis of the portfolio companies or investments and provides a range of values on such investments to the Adviser. The independent valuation firm also provides analyses to support its valuation methodology and calculations; |
| • | The Adviser then reviews each valuation recommendation to confirm they have been calculated in accordance with the Valuation Policy and determines the fair value of each investment in the portfolio in good faith based on the input of the Adviser’s investment professionals, the independent valuation firms or other external service providers; and |
| • | The Board provides oversight of the valuation process in accordance with Rule 2a-5, which includes a review of the quarterly report provided by or provided to the Adviser and the fair valuation determinations made by the Adviser. |
| 10 | A significant observable event generally refers to the material loss of physical assets, a payment default or payment deferral, a bankruptcy filing or a liquidity event relating to the interests held or the issuer. |
Shareholder Servicing and/or Distribution Fee as a % of NAV | ||||
| Class S shares | 0.85 | % | ||
| Class D shares | 0.25 | % | ||
| Class I shares | — | |||
| Class F shares | 0.50 | % | ||
| • | Read this entire prospectus and any appendices and supplements accompanying this prospectus. |
| • | Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix A. Subscription agreements may be executed manually or by electronic signature except where the use of such electronic signature has not been approved by the Managing Dealer. Should you execute the subscription agreement electronically, your electronic signature, whether digital or encrypted, included in the subscription agreement is intended to authenticate the subscription agreement and to have the same force and effect as a manual signature. |
| • | Deliver a check, submit a wire transfer, instruct your broker to make payment from your brokerage account or otherwise deliver funds for the full purchase price of the Common Shares being subscribed for along with the completed subscription agreement to the participating broker. For Class S, Class D, and Class F shares, after you have satisfied the applicable minimum purchase requirement of $2,500, additional purchases must be in increments of $500. For Class I shares, after you have satisfied the applicable minimum purchase requirement of $1,000,000, additional purchases must be in increments of $500, unless such minimums are waived by the Managing Dealer. The Fund, in the sole discretion of the Adviser or the Administrator, may also aggregate the accounts of clients of registered investment advisers and other financial intermediaries whose clients invest in the Fund for purposes of determining satisfaction of minimum investment amounts. The minimum subsequent investment does not apply to purchases made under our Dividend Reinvestment Plan. |
| • | By executing the subscription agreement and paying the total purchase price for the Common Shares subscribed for, each investor attests that he or she meets the suitability standards as stated in the subscription agreement and agrees to be bound by all of its terms. Certain participating brokers may require additional documentation. |
| • | Generally, within 20 business days after the first calendar day of each month, we will determine our NAV per share for each share class as of the last calendar day of the immediately preceding month, which will be the purchase price for shares purchased with that effective date. |
| • | Completed subscription requests will not be accepted by us before the first calendar day of each month. |
| • | Subscribers are not committed to purchase shares at the time their subscription orders are submitted and any subscription may be canceled until the business day prior to the first day of each month. You may withdraw your purchase request by notifying the Transfer Agent in writing, or through your financial intermediary. |
| • | You will receive a confirmation statement of each new transaction in your account from us or your financial advisor, participating broker or financial intermediary as soon as practicable but generally not later than seven business days after the shareholder transactions are settled when the applicable NAV per share is determined. |
| (i) | Information we receive from you through subscription agreements, investor questionnaires and other documents, such as your name, address, social security number, assets, income, employment and amounts or types of your investments; |
| (ii) | Information about your transactions with us, our affiliates and others, such as your capital account balance, other account data and participation in other investments; |
| (iii) | Information from outside sources, including consumer reporting agencies which may include credit reports; and |
| (iv) | Information we keep about the investments you purchase from us, as well as account balances and payment history. |
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September 30, 2024 (Unaudited) | December 31, 2023 | |||||||
Assets | ||||||||
Non-controlled, non-affiliated investments, at fair value (amortized cost of $126,078 and $18,298 as of September 30, 2024 and December 31, 2023, respectively) | $ | 126,534 | $ | 18,281 | ||||
| Cash and cash equivalents | 40,474 | 8,511 | ||||||
| Restricted cash | 725 | — | ||||||
| Receivables: | ||||||||
| Receivable for paydowns of investments | 154 | 4 | ||||||
| Interest receivable | 1,310 | 248 | ||||||
| Due from affiliates (Note 4) | 592 | 682 | ||||||
| Prepaid expenses and other assets | 985 | 384 | ||||||
Total Assets | $ | 170,774 | $ | 28,110 | ||||
Liabilities | ||||||||
| Credit facility (net of deferred financing costs of $374 and $0 as of September 30, 2024 and December 31, 2023, respectively) | $ | 45,626 | $ | — | ||||
| Secured borrowing | 22,271 | — | ||||||
| Payables: | ||||||||
| Management fee payable, net (Note 4) | 265 | — | ||||||
| Deferred tax liability | 15 | — | ||||||
| Interest payable | 420 | — | ||||||
| Incentive fee payable | 158 | — | ||||||
| Accrued professional fees | 1,033 | 264 | ||||||
| Accrued organizational and offering costs | — | 235 | ||||||
| Accrued expenses | 278 | 98 | ||||||
Total Liabilities | $ | 70,066 | $ | 597 | ||||
Commitments and contingencies (Note 5) | ||||||||
Net Assets | ||||||||
| Common Shares, $0.001 par value; unlimited shares authorized; 4,015,003 and 1,100,409 as of September 30, 2024 and December 31, 2023, respectively, issued and outstanding | $ | 4 | $ | 1 | ||||
Additional paid-in capital | 100,566 | 27,529 | ||||||
| Total distributable earnings (accumulated deficit) | 138 | (17 | ) | |||||
Total Net Assets | $ | 100,708 | $ | 27,513 | ||||
Total Liabilities and Net Assets | $ | 170,774 | $ | 28,110 | ||||
Net Asset Value Per Common Share | $ | 25.08 | $ | 25.00 | ||||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
Income: | ||||||||
Investment income from non-controlled, non-affiliated investments: | ||||||||
| Interest income | $ | 2,974 | $ | 5,045 | ||||
| Fee income | 70 | 118 | ||||||
Total Investment Income | 3,044 | 5,163 | ||||||
Expenses: | ||||||||
| Management fees | 265 | 511 | ||||||
| Incentive fees | 151 | 239 | ||||||
| Administrative expenses | 54 | 103 | ||||||
| Interest expense | 687 | 687 | ||||||
| Professional fees | 287 | 2,167 | ||||||
| Trustees’ fees | 52 | 146 | ||||||
| Organizational and offering expenses | 346 | 627 | ||||||
| Other general expenses | 195 | 377 | ||||||
Total Expenses | 2,037 | 4,857 | ||||||
| Less: Fee waivers (Note 4) | — | (237 | ) | |||||
| Less: Expense reimbursement (Note 4) | (592 | ) | (2,770 | ) | ||||
Net expenses | 1,445 | 1,850 | ||||||
Net Investment Income (Loss) | 1,599 | 3,313 | ||||||
Realized and unrealized gains (losses) on investments and foreign currency transactions | ||||||||
| Net realized gains (losses): | ||||||||
Non-controlled, non-affiliated investments | — | 7 | ||||||
Total net realized gains (losses) | — | 7 | ||||||
| Net change in unrealized gains (losses): | ||||||||
Non-controlled, non-affiliated investments | 410 | 473 | ||||||
| Net change in deferred tax liability | (6 | ) | (15 | ) | ||||
Total net change in unrealized gains (losses) | 404 | 458 | ||||||
Total realized and unrealized gains (losses) | 404 | 465 | ||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 2,003 | $ | 3,778 | ||||
Per Common Share Data: | ||||||||
Basic and diluted net investment income/(loss) per common share | $ | 0.48 | $ | 1.52 | ||||
Basic and diluted net increase/(decrease) in net assets resulting from operations per common share | $ | 0.60 | $ | 1.73 | ||||
Weighted Average Common Shares Outstanding - Basic and Diluted | 3,362,681 | 2,180,293 | ||||||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||
| Net investment income (loss) | $ | 1,599 | $ | 3,313 | ||||
| Net realized gains (losses) on investments | — | 7 | ||||||
| Net change in unrealized gains (losses) on investments | 404 | 458 | ||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | 2,003 | 3,778 | ||||||
Net Increase (Decrease) in Net Assets Resulting from Shareholder Distributions | (2,001 | ) | (3,623 | ) | ||||
Proceeds from issuance of common shares | 16,540 | 73,040 | ||||||
Total Increase (Decrease) in Net Assets | 16,542 | 73,195 | ||||||
| Net Assets, Beginning of Period | 84,166 | 27,513 | ||||||
Net Assets, End of Period | $ | 100,708 | $ | 100,708 | ||||
For the Nine Months Ended September 30, 2024 | ||||
Cash Flows from Operating Activities: | ||||
| Net increase (decrease) in net assets resulting from operations | $ | 3,778 | ||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||
| Net realized (gains) losses on investments | (7 | ) | ||
| Net change in unrealized gains (losses) (net of deferred taxes) | (458 | ) | ||
Net accretion of discount and payment in-kind interest on investments | (135 | ) | ||
| Purchases of portfolio investments | (108,788 | ) | ||
| Sales or repayments of portfolio investments | 1,000 | |||
| Increase (decrease) in operating assets and liabilities: | ||||
| Increase in interest receivable | (1,062 | ) | ||
| Decrease in due from affiliates | 90 | |||
| Increase in prepaid expenses and other assets | (601 | ) | ||
| Increase in management fees payable | 265 | |||
| Increase in interest payable | 420 | |||
| Increase in incentive fee payable, net | 158 | |||
| Increase in accrued professional fees | 769 | |||
| Decrease in accrued organizational and offering costs | (235 | ) | ||
| Increase in accrued expenses | 180 | |||
Net cash provided by (used in) operating activities | (104,626 | ) | ||
Cash Flows provided by (used in) Financing Activities: | ||||
| Borrowings on credit facility | 46,000 | |||
| Proceeds from secured borrowing | 22,271 | |||
| Deferred financing costs paid | (374 | ) | ||
| Distributions paid in cash | (3,623 | ) | ||
| Proceeds from issuance of common shares | 73,040 | |||
Net cash provided by (used in) financing activities | 137,314 | |||
Net increase (decrease) in cash and cash equivalents | 32,688 | |||
| Cash and cash equivalents and restricted cash, beginning of period | 8,511 | |||
Cash and cash equivalents and restricted cash, end of period | $ | 41,199 | ||
Supplemental and Non-Cash Information: | ||||
| Interest paid during the period | $ | 267 | ||
Portfolio Company (1)(3)(6)(8)(9) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||||
First Lien Senior Secured (5) | ||||||||||||||||||||||||||||||
Allbridge, LLC—Delayed Draw Term Loan (4) | Telecommunication Services | | SOFR + 5.75% (1.00% floor) | | 10.35 | % | 6/5/2030 | $ | — | $ | (1 | ) | $ | (1 | ) | 0.0 | % | |||||||||||||
Allbridge, LLC—Revolving Credit Line (4) | Telecommunication Services | | SOFR + 5.75% (1.00% floor) | | 10.35 | % | 6/5/2030 | — | (2 | ) | (1 | ) | 0.0 | % | ||||||||||||||||
Allbridge, LLC—Term Loan (8)(11) | Telecommunication Services | | SOFR + 5.75% (1.00% floor) | | 10.35 | % | 6/5/2030 | 1,786 | 1,764 | 1,771 | 1.8 | % | ||||||||||||||||||
Batteries Plus Holding Corporation—Revolving Credit Line (4)(7) | Technology Hardware & Equipment | | SOFR + 6.75% (1.00% floor) | | 11.70 | % | 6/27/2028 | — | (1 | ) | — | 0.0 | % | |||||||||||||||||
Batteries Plus Holding Corporation—Term Loan (7)(8)(11) | Technology Hardware & Equipment | | SOFR + 6.75% (1.00% floor) | | 11.70 | % | 6/27/2028 | 477 | 473 | 477 | 0.5 | % | ||||||||||||||||||
BHP Management Holdings, LLC—Delayed Draw Term Loan (7)(11) | Health Care Equipment & Services | | SOFR + 5.00% (1.00% floor) | | 9.75 | % | 10/27/2028 | 729 | 724 | 729 | 0.7 | % | ||||||||||||||||||
BHP Management Holdings, LLC—Term Loan (7)(8)(11) | Health Care Equipment & Services | | SOFR + 5.00% (1.00% floor) | | 9.75 | % | 10/27/2028 | 1,262 | 1,255 | 1,262 | 1.3 | % | ||||||||||||||||||
Billhighway, LLC—Delayed Draw Term Loan (4)(7) | Software & Services | | SOFR + 6.75% (1.00% floor) | | 11.70 | % | 2/8/2029 | 43 | 41 | 43 | 0.0 | % | ||||||||||||||||||
Billhighway, LLC—Revolving Credit Line (4)(7) | Software & Services | | SOFR + 6.75% (1.00% floor) | | 11.70 | % | 2/8/2029 | — | (1 | ) | — | 0.0 | % | |||||||||||||||||
Billhighway, LLC—Term Loan (7) | Software & Services | | SOFR + 6.75% (1.00% floor) | | 11.70 | % | 2/8/2029 | 960 | 947 | 960 | 1.0 | % | ||||||||||||||||||
Cardiology Management Holdings, LLC—Delayed Draw Term Loan A (7)(8)(11) | Health Care Equipment & Services | | SOFR + 6.25% (1.00% floor) | | 11.00 | % | 1/31/2029 | 491 | 482 | 490 | 0.5 | % | ||||||||||||||||||
Cardiology Management Holdings, LLC—Delayed Draw Term Loan B (4)(7)(11) | Health Care Equipment & Services | | SOFR + 6.25% (1.00% floor) | | 11.00 | % | 1/31/2029 | 16 | 8 | 16 | 0.0 | % | ||||||||||||||||||
Cardiology Management Holdings, LLC—Term Loan (7)(8)(11) | Health Care Equipment & Services | | SOFR + 6.25% (1.00% floor) | | 11.00 | % | 1/31/2029 | 695 | 683 | 695 | 0.7 | % | ||||||||||||||||||
CheckedUp, Inc—Delayed Draw Term Loan (4)(7)(11) | Media & Entertainment | | SOFR + 5.25% (1.00% floor) | | 10.20 | % | 10/20/2027 | 246 | 244 | 246 | 0.2 | % | ||||||||||||||||||
CheckedUp, Inc—Revolving Credit Line (4)(7) | Media & Entertainment | | SOFR + 5.25% (1.00% floor) | | 10.35 | % | 10/20/2027 | 46 | 45 | 46 | 0.0 | % | ||||||||||||||||||
CheckedUp, Inc—Term Loan (7)(8)(11) | Media & Entertainment | | SOFR + 5.25% (1.00% floor) | | 10.20 | % | 10/20/2027 | 877 | 874 | 877 | 0.9 | % | ||||||||||||||||||
Discovery SL Management, LLC—Delayed Draw Term Loan A (8)(11) | Health Care Equipment & Services | | SOFR + 5.75% (1.00% floor) | | 10.76 | % | 3/18/2030 | 359 | 357 | 357 | 0.4 | % | ||||||||||||||||||
Discovery SL Management, LLC—Delayed Draw Term Loan B (4) | Health Care Equipment & Services | | SOFR + 5.75% (1.00% floor) | | 10.76 | % | 3/18/2030 | — | (8 | ) | (10 | ) | 0.0 | % | ||||||||||||||||
Discovery SL Management, LLC—Revolving Credit Line (4) | Health Care Equipment & Services | | SOFR + 5.75% (1.00% floor) | | 10.76 | % | 3/18/2030 | — | (3 | ) | (2 | ) | 0.0 | % | ||||||||||||||||
Portfolio Company (1)(3)(6)(8)(9) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
Discovery SL Management, LLC—Term Loan (8)(11) | Health Care Equipment & Services | | SOFR + 5.75% (1.00% floor) | | 10.76 | % | 3/18/2030 | 2,148 | 2,124 | 2,133 | 2.1 | % | ||||||||||||||||||
DMA Holding Company—Revolving Credit Line (4) | Software & Services | | SOFR + 7.00% (1.00% floor) | | 11.95 | % | 7/19/2028 | — | (2 | ) | (4 | ) | 0.0 | % | ||||||||||||||||
| DMA Holding Company—Term Loan | Software & Services | | SOFR + 7.00% (1.00% floor) | | 11.95 | % | 7/19/2028 | 1,055 | 1,032 | 1,019 | 1.0 | % | ||||||||||||||||||
Drive Assurance Corporation—Delayed Draw Term Loan (4) | Insurance | | SOFR + 7.00% (2.00% floor) | | 11.85 | % | 7/10/2030 | — | (1 | ) | — | 0.0 | % | |||||||||||||||||
Drive Assurance Corporation—Term Loan (8)(11) | Insurance | | SOFR + 7.00% (2.00% floor) | | 11.85 | % | 7/10/2030 | 4,593 | 4,548 | 4,593 | 4.6 | % | ||||||||||||||||||
Firebirds Buyer, LLC —Delayed Draw Term Loan (4)(7) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.20 | % | 3/22/2028 | — | — | — | 0.0 | % | ||||||||||||||||||
Firebirds Buyer, LLC —Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.20 | % | 3/22/2028 | 22 | 22 | 22 | 0.0 | % | ||||||||||||||||||
Firebirds Buyer, LLC —Term Loan (7)(8)(11) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.20 | % | 3/22/2028 | 618 | 613 | 618 | 0.6 | % | ||||||||||||||||||
Hasa Acquisition, LLC—Delayed Draw Term Loan (4)(7) | Capital Goods | | SOFR + 5.00% (1.00% floor) | | 10.28 | % | 1/10/2029 | — | (3 | ) | — | 0.0 | % | |||||||||||||||||
Hasa Acquisition, LLC—Revolving Credit Line (4)(7) | Capital Goods | | SOFR + 5.00% (1.00% floor) | | 10.28 | % | 1/10/2029 | — | (3 | ) | — | 0.0 | % | |||||||||||||||||
Hasa Acquisition, LLC—Term Loan (7)(11) | Capital Goods | | SOFR + 5.00% (1.00% floor) | | 10.28 | % | 1/10/2029 | 1,404 | 1,376 | 1,404 | 1.4 | % | ||||||||||||||||||
Hornblower Sub LLC—Revolving Credit Line (4) | Transportation | | SOFR + 5.50% (1.00% floor) | | 10.82 | % | 7/3/2029 | — | (4 | ) | (1 | ) | 0.0 | % | ||||||||||||||||
Hornblower Sub LLC—Term Loan (11) | Transportation | | SOFR + 5.50% (1.00% floor) | | 10.82 | % | 7/3/2029 | 2,892 | 2,864 | 2,883 | 2.9 | % | ||||||||||||||||||
KCK Ltd—Revolving Credit Line (1)(4) | Financial Services | | SOFR + 5.40% (0.00% floor) | | 10.40 | % | 9/27/2027 | 1,976 | 1,930 | 1,929 | 1.9 | % | ||||||||||||||||||
KCK Ltd—Term Loan (1)(12) | Financial Services | | SOFR + 5.40% (0.00% floor) | | 10.40 | % | 9/27/2027 | 11,753 | 11,695 | 11,694 | 11.6 | % | ||||||||||||||||||
Kemper Sports Management, LLC —Delayed Draw Term Loan (7)(8)(11) | Consumer Services | | SOFR + 6.25% (1.00% floor) | | 11.20 | % | 1/12/2028 | 441 | 438 | 441 | 0.4 | % | ||||||||||||||||||
Kemper Sports Management, LLC —Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.25% (1.00% floor) | | 11.69 | % | 1/12/2028 | 38 | 37 | 38 | 0.0 | % | ||||||||||||||||||
Kemper Sports Management, LLC —Term Loan (7)(8)(11) | Consumer Services | | SOFR + 6.25% (1.00% floor) | | 11.20 | % | 1/12/2028 | 1,818 | 1,806 | 1,818 | 1.8 | % | ||||||||||||||||||
M2S Group Intermediate Holdings Inc—Term Loan (11) | Capital Goods | | SOFR + 4.75% (0.50% floor) | | 9.85 | % | 8/25/2031 | 10,840 | 10,087 | 10,125 | 10.1 | % | ||||||||||||||||||
Military Retail Solutions, LLC—Delayed Draw Term Loan (4)(7) | Consumer Staples Distribution & Retail | | SOFR + 5.25% (1.00% floor) | | 10.10 | % | 6/28/2029 | — | (14 | ) | (26 | ) | 0.0 | % | ||||||||||||||||
Military Retail Solutions, LLC—Revolving Credit Line (4)(7) | Consumer Staples Distribution & Retail | | SOFR + 5.25% (1.00% floor) | | 10.10 | % | 6/28/2029 | 101 | 87 | 87 | 0.1 | % | ||||||||||||||||||
Military Retail Solutions, LLC—Term Loan (7)(12) | Consumer Staples Distribution & Retail | | SOFR + 5.25% (1.00% floor) | | 10.10 | % | 6/28/2029 | 13,146 | 12,891 | 12,922 | 12.8 | % | ||||||||||||||||||
National Debt Relief, LLC —Delayed Draw Term Loan (7)(11) | Financial Services | | SOFR + 6.50% (2.50% floor) | | 11.46 | % | 2/7/2028 | 598 | 593 | 593 | 0.6 | % | ||||||||||||||||||
National Debt Relief, LLC —Revolving Credit Line (7) | Financial Services | | SOFR + 6.50% (2.50% floor) | | 11.46 | % | 2/7/2028 | 120 | 119 | 119 | 0.1 | % | ||||||||||||||||||
Portfolio Company (1)(3)(6)(8)(9) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
National Debt Relief, LLC —Term Loan (7)(8)(11) | Financial Services | | SOFR + 6.50% (2.50% floor) | | 11.46 | % | 2/7/2028 | 718 | 712 | 712 | 0.7 | % | ||||||||||||||||||
OL Texas Restaurants, LLC—Delayed Draw Term Loan (4)(7) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 11.07 | % | 8/29/2029 | — | (2 | ) | — | 0.0 | % | |||||||||||||||||
OL Texas Restaurants, LLC—Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 11.07 | % | 8/29/2029 | — | (2 | ) | — | 0.0 | % | |||||||||||||||||
OL Texas Restaurants, LLC—Term Loan (8)(11) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 11.07 | % | 8/29/2029 | 1,435 | 1,428 | 1,435 | 1.4 | % | ||||||||||||||||||
OpCo Borrower, LLC—Term Loan (8)(11) | Health Care Equipment & Services | | SOFR + 6.00% (1.00% floor) | | 11.28 | % | 4/26/2029 | 7,522 | 7,382 | 7,417 | 7.4 | % | ||||||||||||||||||
Pansophic Learning US, LLC—Delayed Draw Term Loan (4) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 11.03 | % | 5/15/2029 | 995 | 968 | 974 | 1.0 | % | ||||||||||||||||||
Pansophic Learning US, LLC—Revolving Credit Line (4) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 10.68 | % | 5/15/2029 | 499 | 478 | 485 | 0.5 | % | ||||||||||||||||||
Pansophic Learning US, LLC—Term Loan (8)(11) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 10.70 | % | 5/15/2029 | 11,965 | 11,709 | 11,798 | 11.7 | % | ||||||||||||||||||
PDDS Holdco, Inc. —Delayed Draw Term Loan (4) | Software & Services | | SOFR + 7.50% (0.75% floor) | | 12.25 | % | 7/18/2028 | 31 | 30 | 30 | 0.0 | % | ||||||||||||||||||
| PDDS Holdco, Inc. —Term Loan | Software & Services | | SOFR + 7.50% (0.75% floor) | | 12.25 | % | 7/18/2028 | 229 | 224 | 224 | 0.2 | % | ||||||||||||||||||
Priority Holdings, LLC—Term Loan (8)(11) | Financial Services | | SOFR + 4.75% (0.50% floor) | | 9.81 | % | 5/16/2031 | 2,895 | 2,881 | 2,895 | 2.9 | % | ||||||||||||||||||
Restaurant Holding Company, LLC—Delayed Draw Term Loan (4)(7) | Consumer Services | | SOFR + 6.25% (1.00% floor) | | 11.21 | % | 2/25/2028 | — | (1 | ) | — | 0.0 | % | |||||||||||||||||
Restaurant Holding Company, LLC—Term Loan (7)(8)(11) | Consumer Services | | SOFR + 6.25% (1.00% floor) | | 11.21 | % | 2/25/2028 | 2,046 | 2,038 | 2,046 | 2.0 | % | ||||||||||||||||||
Salt US Holdco, LLC—Delayed Draw Term Loan (4)(8) | Transportation | | SOFR + 5.73% (1.00% floor) | | 10.34 | % | 7/31/2029 | 27 | 25 | 20 | 0.0 | % | ||||||||||||||||||
Salt US Holdco, LLC—Term Loan (11) | Transportation | | SOFR + 5.73% (1.00% floor) | | 10.34 | % | 7/31/2029 | 2,004 | 1,984 | 1,984 | 2.0 | % | ||||||||||||||||||
Select Rehabilitation, LLC—Term Loan (8)(11) | Health Care Equipment & Services | | SOFR + 8.50% (1.00% floor) | | 13.45 | % | 10/19/2027 | 1,923 | 1,922 | 1,613 | 1.6 | % | ||||||||||||||||||
Senior Support Holdings (Franchise) Acquisition, Inc.—Delayed Draw Loan (4) | Health Care Equipment & Services | | SOFR + 5.25% (1.00% floor) | | 10.06 | % | 3/20/2030 | — | (14 | ) | — | 0.0 | % | |||||||||||||||||
Senior Support Holdings (Franchise) Acquisition, Inc.—Term Loan (8)(11) | Health Care Equipment & Services | | SOFR + 5.25% (1.00% floor) | | 10.06 | % | 3/20/2030 | 3,528 | 3,462 | 3,528 | 3.5 | % | ||||||||||||||||||
Spartan CP, LLC—Delayed Draw Term Loan (4) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 10.60 | % | 6/28/2029 | 475 | 452 | 475 | 0.5 | % | ||||||||||||||||||
Spartan CP, LLC—Revolving Credit Line (4) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 10.60 | % | 6/28/2029 | 331 | 323 | 331 | 0.3 | % | ||||||||||||||||||
Spartan CP, LLC—Term Loan (8)(11) | Consumer Services | | SOFR + 5.75% (1.00% floor) | | 10.60 | % | 6/28/2029 | 4,543 | 4,455 | 4,543 | 4.5 | % | ||||||||||||||||||
Splash Car Wash, Inc—Delayed Draw Term Loan (4)(7) | Consumer Discretionary Distribution & Retail | | SOFR + 6.50% (1.00% floor) + 1.00% PIK | | 12.71 | % | 6/30/2026 | 4 | 4 | 4 | 0.0 | % | ||||||||||||||||||
Portfolio Company (1)(3)(6)(8)(9) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
Splash Car Wash, Inc—Revolving Credit Line (7) | Consumer Discretionary Distribution & Retail | | SOFR + 6.50% (1.00% floor) + 1.00% PIK | | 12.49 | % | 6/30/2026 | 14 | 14 | 14 | 0.0 | % | ||||||||||||||||||
Splash Car Wash, Inc—Term Loan (7)(8)(11) | Consumer Discretionary Distribution & Retail | | SOFR + 6.50% (1.00% floor) + 1.00% PIK | | 12.37 | % | 6/30/2026 | 328 | 324 | 328 | 0.3 | % | ||||||||||||||||||
Total Fleet Buyer, LLC—Revolving Credit Line (4) | Commercial & Professional Services | | SOFR + 4.50% (1.00% floor) | | 9.80 | % | 7/15/2030 | — | (19 | ) | (14 | ) | 0.0 | % | ||||||||||||||||
Total Fleet Buyer, LLC—Term Loan (11) | Commercial & Professional Services | | SOFR + 4.50% (1.00% floor) | | 9.80 | % | 7/15/2030 | 5,662 | 5,565 | 5,594 | 5.6 | % | ||||||||||||||||||
WildBrain Ltd.—Revolving Credit Line (1)(4) | Media & Entertainment | | SOFR + 6.00% (1.00% floor) | | 11.26 | % | 7/23/2029 | 999 | 962 | 970 | 1.0 | % | ||||||||||||||||||
WildBrain Ltd.—Term Loan (1)(11) | Media & Entertainment | | SOFR + 6.00% (1.00% floor) | | 11.28 | % | 7/23/2029 | 17,794 | 17,447 | 17,527 | 17.4 | % | ||||||||||||||||||
XDimensional Technologies, Inc.—Delayed Draw Term Loan (7) | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | | 12.95 | % | 12/24/2025 | 12 | 12 | 12 | 0.0 | % | ||||||||||||||||||
XDimensional Technologies, Inc.—Revolving Credit Line (4)(7) | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | | 12.95 | % | 12/24/2025 | — | (1 | ) | (3 | ) | 0.0 | % | ||||||||||||||||
XDimensional Technologies, Inc.—Term Loan (7) | Software & Services | | SOFR + 5.00% (2.00% floor) + 3.00% PIK | | 12.95 | % | 12/24/2025 | 873 | 862 | 833 | 0.8 | % | ||||||||||||||||||
Total First Lien Senior Secured | 128,402 | 125,740 | 126,137 | 125.3 | % | |||||||||||||||||||||||||
Total Debt Investments | $ | 128,402 | $ | 125,740 | $ | 126,137 | 125.3 | % | ||||||||||||||||||||||
Equity Investments | ||||||||||||||||||||||||||||||
Private Companies | ||||||||||||||||||||||||||||||
Senior Support Holdings, LP—Class A-1 Units (8)(10) | Health Care Equipment & Services | NA | 338 | $ | 338 | $ | 359 | 0.4 | % | |||||||||||||||||||||
Senior Support Holdings, LP—Class B Units (8)(10) | Health Care Equipment & Services | NA | 338 | — | 38 | 0.0 | % | |||||||||||||||||||||||
Total Private Companies | 338 | 397 | 0.4 | % | ||||||||||||||||||||||||||
Total Equity Investments | 338 | 397 | 0.4 | % | ||||||||||||||||||||||||||
Total Investments | $ | 126,078 | $ | 126,534 | 125.7 | % | ||||||||||||||||||||||||
Cash Equivalents | ||||||||||||||||||||||||||||||
First American Government Obligations Fund—X Class (13) | Cash Equivalents | NA | 5.05 | % | 40,471 | $ | 40,471 | $ | 40,471 | 40.2 | % | |||||||||||||||||||
Cash Equivalents Total | 40,471 | 40,471 | 40.2 | % | ||||||||||||||||||||||||||
Investments and Cash Equivalents Total | $ | 166,549 | $ | 167,005 | 165.9 | % | ||||||||||||||||||||||||
Other Assets in Excess of Liabilities (14) | $ | (66,297 | ) | (65.9 | )% | |||||||||||||||||||||||||
Net Assets | $ | 100,708 | 100.0 | % | ||||||||||||||||||||||||||
| (1) | All investments in the Fund are considered qualifying assets, under Section 55(a) of the Investment Company Act of 1940. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of September 30, 2024, 18.81% of the Fund’s total assets are represented by investments at fair value that are considerednon-qualifying assets. |
| (2) | Percentages are based on net assets as of September 30, 2024. |
| (3) | The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 – Fair Value of Financial Instruments included in this Registration Statement). |
| (4) | For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 5 – Commitments and Contingencies included in this Registration Statement for details of these unfunded commitments. |
| (5) | The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR”) and which reset monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of September 30, 2024, the reference rates for the Fund’s variable rate loans were the 1 month SOFR at 4.85%, the 3 month SOFR at 4.59%, and the 6 month SOFR at 4.25%. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| (6) | All investments domiciled in the United States unless otherwise noted. |
| (7) | Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0.00% – 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown. |
| (8) | Investment is held by AMG Comvest Senior Lending Blocker MF SPV, LLC, a wholly-owned subsidiary of the Fund. |
| (9) | The Fund updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of September 30, 2024 to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of September 30, 2024. |
| (10) | This security is restricted and not available to resale. The Fund purchased the security on March 20, 2024. Additionally on March 20, 2024, the Fund purchased Senior Support Holdings (Franchise) Acquisition, Inc. – Delayed Draw Loan and Senior Support Holdings (Franchise) Acquisition, Inc. – Term Loan. These investments are offered by the same issuer and are not restricted to resale. |
| (11) | Investment held in AMG Comvest Senior Lending Fund LLI SPV, LLC as collateral for “the Secured Loan Facility”. |
| (12) | Investment subject to “the Participation Agreement”. |
| (13) | A copy of the security’s annual report to shareholders may be obtained without charge on the SEC’s website (http://www.sec.gov). |
| (14) | Included in the total is an amount of $725 held for collateral to meet requirements associated with the credit facility. |
Industry (1) | Investments and Cash Equivalents at Fair Value | Percentage of Fair Value | ||||||
| Cash Equivalents | $ | 40,471 | 24.2 | % | ||||
| Consumer Services | 25,024 | 15.0 | % | |||||
| Media & Entertainment | 19,666 | 11.8 | % | |||||
| Health Care Equipment & Services | 18,625 | 11.2 | % | |||||
| Financial Services | 17,942 | 10.7 | % | |||||
| Consumer Staples Distribution & Retail | 12,983 | 7.8 | % | |||||
| Capital Goods | 11,529 | 6.9 | % | |||||
| Commercial & Professional Services | 5,580 | 3.3 | % | |||||
| Transportation | 4,886 | 2.9 | % | |||||
| Insurance | 4,593 | 2.7 | % | |||||
| Software & Services | 3,114 | 1.9 | % | |||||
| Telecommunication Services | 1,769 | 1.1 | % | |||||
| Technology Hardware & Equipment | 477 | 0.3 | % | |||||
| Consumer Discretionary Distribution & Retail | 346 | 0.2 | % | |||||
| $ | 167,005 | 100.0 | % | |||||
| (1) | The Fund reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of September 30, 2024, to align with Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of September 30, 2024. |
Portfolio Company (1)(3)(6)(8) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
Debt Investments | ||||||||||||||||||||||||||||||
First Lien Senior Secured (5) | ||||||||||||||||||||||||||||||
Baker Hill—Revolving Credit Line (4) | Software & Services | | SOFR + 7.00% (1.00% floor) | | 12.35 | % | 7/19/2028 | $ | — | $ | (3 | ) | $ | (3 | ) | — | % | |||||||||||||
| Baker Hill—Term Loan A | Software & Services | | SOFR + 7.00% (1.00% floor) | | 12.35 | % | 7/19/2028 | 1,063 | 1,037 | 1,037 | 3.8 | % | ||||||||||||||||||
Batteries Plus Holding Corporation—Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.75% (1.00% floor) | | 12.21 | % | 6/27/2028 | — | (1 | ) | — | — | % | |||||||||||||||||
Batteries Plus Holding Corporation—Term Loan A (7) | Consumer Services | | SOFR + 6.75% (1.00% floor) | | 12.21 | % | 6/27/2028 | 481 | 476 | 479 | 1.7 | % | ||||||||||||||||||
BKH—Delayed Draw Term Loan (4)(7) | Consumer Services | | SOFR + 6.50% (1.00% floor) | | 11.97 | % | 2/25/2028 | — | (1 | ) | — | — | % | |||||||||||||||||
BKH—Term Loan (7) | Consumer Services | | SOFR + 6.50% (1.00% floor) | | 11.97 | % | 2/25/2028 | 2,096 | 2,086 | 2,093 | 7.6 | % | ||||||||||||||||||
Bradford Health Services—Delayed Draw Loan (7) | Health Care Providers & Services | | SOFR + 6.00% (1.00% floor) | | 11.48 | % | 10/27/2028 | 734 | 730 | 734 | 2.7 | % | ||||||||||||||||||
Bradford Health Services—Term Loan (7) | Health Care Providers & Services | | SOFR + 6.00% (1.00% floor) | | 11.48 | % | 10/27/2028 | 1,272 | 1,263 | 1,272 | 4.6 | % | ||||||||||||||||||
Cardiovascular Logistics—Delayed Draw Term Loan A (7) | Health Care Providers & Services | | SOFR + 6.25% (1.00% floor) | | 11.73 | % | 1/31/2029 | 495 | 484 | 487 | 1.8 | % | ||||||||||||||||||
Cardiovascular Logistics—Delayed Draw Term Loan B (4)(7) | Health Care Providers & Services | | SOFR + 6.25% (1.00% floor) | | 11.73 | % | 1/31/2029 | 16 | 7 | 9 | — | % | ||||||||||||||||||
Cardiovascular Logistics—Term Loan (7) | Health Care Providers & Services | | SOFR + 6.25% (1.00% floor) | | 11.73 | % | 1/31/2029 | 701 | 686 | 690 | 2.5 | % | ||||||||||||||||||
CheckedUp—Delayed Draw Term Loan (4)(7) | Technology Hardware & Equipment | | SOFR + 5.25% (1.00% floor) | | 10.71 | % | 10/20/2027 | 127 | 125 | 127 | 0.5 | % | ||||||||||||||||||
CheckedUp—Revolving Credit Line (4)(7) | Technology Hardware & Equipment | | SOFR + 5.25% (1.00% floor) | | 10.71 | % | 10/20/2027 | 158 | 157 | 158 | 0.6 | % | ||||||||||||||||||
CheckedUp—Term Loan (7) | Technology Hardware & Equipment | | SOFR + 5.25% (1.00% floor) | | 10.71 | % | 10/20/2027 | 884 | 879 | 884 | 3.2 | % | ||||||||||||||||||
Firebirds—Delayed Draw Term Loan (4)(7) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.73 | % | 3/22/2028 | — | — | — | — | % | ||||||||||||||||||
Firebirds—Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.73 | % | 3/22/2028 | 19 | 19 | 19 | 0.1 | % | ||||||||||||||||||
Firebirds—Term Loan (7) | Consumer Services | | SOFR + 6.25% (2.00% floor) | | 11.73 | % | 3/22/2028 | 623 | 617 | 617 | 2.2 | % | ||||||||||||||||||
Hasa—Delayed Draw Loan (4)(7) | Capital Goods | | SOFR + 5.75% (1.00% floor) | | 11.23 | % | 1/10/2029 | — | (3 | ) | (2 | ) | — | % | ||||||||||||||||
Hasa—Revolving Credit Line (4)(7) | Capital Goods | | SOFR + 5.75% (1.00% floor) | | 11.23 | % | 1/10/2029 | 18 | 15 | 16 | 0.1 | % | ||||||||||||||||||
Hasa—Term Loan (7) | Capital Goods | | SOFR + 5.75% (1.00% floor) | | 11.23 | % | 1/10/2029 | 1,414 | 1,383 | 1,397 | 5.1 | % | ||||||||||||||||||
Kemper Sports Management—Delayed Draw Loan (4)(7) | Consumer Services | | SOFR + 6.50% (1.00% floor) | | 11.98 | % | 1/12/2028 | 444 | 440 | 441 | 1.6 | % | ||||||||||||||||||
Portfolio Company (1)(3)(6)(8) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||||
Kemper Sports Management—Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.50% (1.00% floor) | | 11.98 | % | 1/12/2028 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
Kemper Sports Management—Term Loan (7) | Consumer Services | | SOFR + 6.50% (1.00% floor) | | 11.98 | % | 1/12/2028 | 1,832 | 1,817 | 1,819 | 6.6 | % | ||||||||||||||||||
National Debt Relief—Delayed Draw Loan (7) | Diversified Financials | | SOFR + 6.00% (1.50% floor) | | 11.47 | % | 2/24/2027 | 598 | 592 | 590 | 2.1 | % | ||||||||||||||||||
National Debt Relief—Revolving Credit Line (4)(7) | Diversified Financials | | SOFR + 6.00% (1.50% floor) | | 11.47 | % | 2/24/2027 | — | (1 | ) | (2 | ) | — | % | ||||||||||||||||
National Debt Relief—Term Loan (7) | Diversified Financials | | SOFR + 6.00% (1.50% floor) | | 11.47 | % | 2/24/2027 | 718 | 711 | 708 | 2.6 | % | ||||||||||||||||||
| Ojos Locos 3—Delayed Draw Loan | Consumer Services | | SOFR + 6.00% (1.00% floor) | | 11.59 | % | 8/31/2026 | 333 | 326 | 330 | 1.2 | % | ||||||||||||||||||
Ojos Locos 3—Revolving Credit Line (4)(7) | Consumer Services | | SOFR + 6.00% (1.00% floor) | | 11.59 | % | 8/31/2026 | — | (2 | ) | (1 | ) | — | % | ||||||||||||||||
Ojos Locos 3—Term Loan (4)(7) | Consumer Services | | SOFR + 6.00% (1.00% floor) | | 11.42 | % | 8/31/2026 | 1,135 | 1,127 | 1,131 | 4.1 | % | ||||||||||||||||||
Planet DDS—Delayed Draw Loan (4)(7) | Health Care Technology | | SOFR + 7.50% (0.75% floor) | | 12.91 | % | 7/18/2028 | 24 | 23 | 23 | 0.1 | % | ||||||||||||||||||
Planet DDS—Term Loan (7) | Health Care Technology | | SOFR + 7.50% (0.75% floor) | | 12.91 | % | 7/18/2028 | 229 | 223 | 224 | 0.8 | % | ||||||||||||||||||
Select Rehabilitation—Term Loan (7) | Health Care Providers & Services | | SOFR + 8.50% (1.00% floor) | | 13.85 | % | 10/19/2027 | 1,938 | 1,936 | 1,853 | 6.7 | % | ||||||||||||||||||
Splash Car Wash—Delayed Draw Term Loan A (4) | Consumer Services | | SOFR + 6.50% (1.00% floor) + 1.00% PIK | | 12.83 | % | 6/30/2026 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
| Splash Car Wash—Term Loan A | Consumer Services | | SOFR + 6.50% (1.00% floor) 1.00% PIK | | 12.83 | % | 6/30/2026 | 327 | 322 | 321 | 1.2 | % | ||||||||||||||||||
Splash Car Wash—Revolving Credit Line (4) | Consumer Services | | SOFR + 6.50% (1.00% floor) + 1.00% PIK | | 12.83 | % | 6/30/2026 | — | — | — | — | % | ||||||||||||||||||
XDimensional Technologies—Delayed Draw Term Loan A (4)(7) | Software & Services | | SOFR + 4.00% (2.00% floor)+ 4.00% PIK | | 9.46 | % | 12/24/2025 | — | (2 | ) | (2 | ) | — | % | ||||||||||||||||
XDimensional Technologies—Revolving Credit Line (4)(7) | Software & Services | | SOFR + 4.00% (2.00% floor)+ 4.00% PIK | | 9.46 | % | 12/24/2025 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
| XDimensional Technologies—Term Loan A | Software & Services | | SOFR + 4.00% (2.00% floor)+ 4.00% PIK | | 9.46 | % | 12/24/2025 | 849 | 833 | 835 | 3.0 | % | ||||||||||||||||||
| Total First Lien Senior Secured | 18,528 | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||||
Total Debt Investments | 18,528 | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||||
Total Investments | $ | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||||
Other Assets in Excess of Liabilities | 9,232 | 33.5 | % | |||||||||||||||||||||||||||
Net Assets | $ | 27,513 | 100.0 | % | ||||||||||||||||||||||||||
| (1) | All investments in the Fund are considered qualifying assets, under Section 55(a) of the Investment Company Act of 1940. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of December 31, 2023, there were no investments held by the Fund that are considerednon-qualifying assets. |
| (2) | Percentages are based on net assets as of December 31, 2023. |
| (3) | The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 – Fair Value of Financial Instruments). |
| (4) | For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 5 – Commitments and Contingencies for details of these unfunded commitments. |
| (5) | The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR”) and which reset monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| (6) | All investments domiciled in the United States unless otherwise noted. |
| (7) | Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0% – 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown. |
At December 31, 2023 | ||||||||
Industry | Investments at Fair Value | Percentage of Total Portfolio | ||||||
| Consumer Services | $ | 7,247 | 39.6 | % | ||||
| Health Care Providers & Services | 5,045 | 27.6 | ||||||
| Software & Services | 1,866 | 10.2 | ||||||
| Capital Goods | 1,411 | 7.7 | ||||||
| Diversified Financials | 1,296 | 7.1 | ||||||
| Technology Hardware & Equipment | 1,169 | 6.4 | ||||||
| Health Care Technology | 247 | 1.4 | ||||||
| $18,281 | 100.0% | |||||||
| 1) | Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services. |
| 2) | Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP. |
| a) | Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser to ensure that the quote obtained is |
| representative of fair value in accordance with GAAP and if so, the quote is used. In the event the Investment Adviser, with the assistance of the Valuation Agent, determines that the bonds quotes are not readily available or otherwise not determinable pursuant to the Fund’s valuation procedures, or not reliable, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and |
| b) | For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, look at the number of quotes readily available and perform the following: |
| i) | Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value; |
| ii) | Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, are unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below). |
| 3) | Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process: |
| a) | Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; |
| b) | The Valuation Agent undertakes a comprehensive valuation analysis, which includes an enterprise and/or collateral valuation, and subsequently a fundamental credit analysis and valuation with respect to both credit quality and market factors, for each of the portfolio companies or investments and provides a range of values on such investments to the Investment Adviser. The Valuation Agent also provides analyses to support its valuation methodology and calculations; |
| c) | The Investment Adviser then reviews each valuation recommendation to confirm they have been calculated in accordance with the Valuation Policy; |
| d) | The Investment Adviser determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser’s valuation team and, where applicable, the Valuation Agent or other external service providers; and |
| e) | The Board provides oversight of the valuation process in accordance with Rule 2a-5, which includes a review of the quarterly reports prepared by the Investment Adviser or the Valuation Agent and the fair valuation determinations made by the Investment Adviser. |
| • | Level 1–Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. |
| • | Level 2–Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. |
| • | Level 3–Unobservable inputs that reflect the Fund’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. |
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Totals | |||||||||||||
| First Lien Senior Secured | $ | — | $ | — | $ | 126,137 | $ | 126,137 | ||||||||
| Equity | — | — | 397 | 397 | ||||||||||||
| Cash equivalents | 40,471 | — | — | 40,471 | ||||||||||||
| Total | $ | 40,471 | $ | — | $ | 126,534 | $ | 167,005 | ||||||||
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Totals | |||||||||||||
| First Lien Senior Secured | $ | — | $ | — | $ | 18,281 | $ | 18,281 | ||||||||
| Total | $ | — | $ | — | $ | 18,281 | $ | 18,281 | ||||||||
First Lien Senior Secured | Equity | Total | ||||||||||
| Balance as of December 31, 2023 | $ | 18,281 | $ | — | $ | 18,281 | ||||||
| Purchases and other adjustments to cost | 108,475 | 338 | 108,813 | |||||||||
| Sales and repayments | (1,150 | ) | — | (1,150 | ) | |||||||
| Net realized gains (losses) | 7 | — | 7 | |||||||||
| Net change in unrealized gains (losses) on investments | 414 | 59 | 473 | |||||||||
| Net accretion of discount on investments | 110 | — | 110 | |||||||||
| Balance as of September 30, 2024 | $ | 126,137 | $ | 397 | $ | 126,534 | ||||||
| Net change in unrealized gains/(losses) for the period relating to those Level 3 assets that were still held by the Fund at the end of the period: | $ | 414 | $ | 59 | $ | 473 | ||||||
As of September 30, 2024 | ||||||||||||||||||||||||||||
Asset Category | Fair Value | Primary Valuation Technique | Unobservable Inputs | Selected Input Range | Weighted Average (a) | Impact to Valuation from an Increase in Input (b) | ||||||||||||||||||||||
Minimum | Maximum | |||||||||||||||||||||||||||
| First Lien Senior Secured | $ | 126,137 | | Discounted Cash Flow | | | Discount Rate | | 7.5 | % | 24.0 | % | 9.8 | % | Decrease | |||||||||||||
| Equity | 397 | | Market Comparables | | | EBITDA Multiple | | 15.0x | 16.0x | 15.5x | Increase | |||||||||||||||||
| Total | $ | 126,534 | ||||||||||||||||||||||||||
| (a) | Weighted averages are calculated based on fair value of investments. |
| (b) | Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding inputs as of a period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at the period end. |
As of December 31, 2023 | ||||||||||||||||||||||||||||
Asset Category | Fair Value | Primary Valuation Technique | Unobservable Inputs | Selected Input Range | Weighted Average (a) | Impact to Valuation from an Increase in Input (b) | ||||||||||||||||||||||
Minimum | Maximum | |||||||||||||||||||||||||||
| First Lien Senior Secured | $ | 18,281 | | Discounted Cash Flow | | | Discount Rate | | 9.2 | % | 16.4 | % | 11.9 | % | Decrease | |||||||||||||
| Total | $ | 18,281 | ||||||||||||||||||||||||||
| (a) | Weighted averages are calculated based on fair value of investments. |
| (b) | Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding inputs as of a period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at the period end. |
| • | No incentive fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized); |
| • | 100% of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of suchPre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of thePre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) is referred to as the“catch-up.” The“catch-up” is meant to provide the Investment Adviser with approximately 12.5% of the Fund’sPre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and |
| • | 12.5% of the amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and thecatch-up is achieved, 12.5% of allPre-Incentive Fee Net Investment Income Returns thereafter are paid to the Investment Adviser. |
Portfolio Company Name | Investment Type | Commitment Type | Unfunded Commitments | |||||||||
| Allbridge | First Lien Senior Secured | Delayed Draw Loan | $ | 166 | ||||||||
| Allbridge | First Lien Senior Secured | Revolving Credit Line | 166 | |||||||||
| Baker Hill | First Lien Senior Secured | Revolving Credit Line | 115 | |||||||||
| Batteries Plus Holding Corporation | First Lien Senior Secured | Revolving Credit Line | 63 | |||||||||
| Billhighway | First Lien Senior Secured | Delayed Draw Loan | 117 | |||||||||
| Billhighway | First Lien Senior Secured | Revolving Credit Line | 80 | |||||||||
| BKH | First Lien Senior Secured | Delayed Draw Loan | 208 | |||||||||
| Cardiovascular Logistics | First Lien Senior Secured | Delayed Draw Loan | 461 | |||||||||
| CheckedUp | First Lien Senior Secured | Delayed Draw Loan | 49 | |||||||||
| CheckedUp | First Lien Senior Secured | Revolving Credit Line | 138 | |||||||||
| Discovery SL Management | First Lien Senior Secured | Delayed Draw Loan | 1,499 | |||||||||
| Discovery SL Management | First Lien Senior Secured | Revolving Credit Line | 300 | |||||||||
| Firebirds | First Lien Senior Secured | Delayed Draw Loan | 38 | |||||||||
| Firebirds | First Lien Senior Secured | Revolving Credit Line | 16 | |||||||||
| Global School Management | First Lien Senior Secured | Delayed Draw Loan | 499 | |||||||||
| Global School Management | First Lien Senior Secured | Revolving Credit Line | 499 | |||||||||
| GoAuto | First Lien Senior Secured | Delayed Draw Loan | 270 | |||||||||
| HASA | First Lien Senior Secured | Delayed Draw Loan | 157 | |||||||||
| HASA | First Lien Senior Secured | Revolving Credit Line | 151 | |||||||||
| Hornblower | First Lien Senior Secured | Revolving Credit Line | 453 | |||||||||
| InXpress | First Lien Senior Secured | Delayed Draw Loan | 641 | |||||||||
| KCK NAV | First Lien Senior Secured | Revolving Credit Line | 7,426 | |||||||||
| Kemper Sports Management | First Lien Senior Secured | Revolving Credit Line | 125 | |||||||||
| Ojos Locos | First Lien Senior Secured | Delayed Draw Loan | 583 | |||||||||
| Ojos Locos | First Lien Senior Secured | Revolving Credit Line | 233 | |||||||||
| Planet DDS | First Lien Senior Secured | Delayed Draw Loan | 5 | |||||||||
| Pro Food Solutions | First Lien Senior Secured | Delayed Draw Loan | 1,515 | |||||||||
| Pro Food Solutions | First Lien Senior Secured | Revolving Credit Line | 656 | |||||||||
| Senior Support Holdings | First Lien Senior Secured | Delayed Draw Loan | 1,519 | |||||||||
| Spartan Fitness | First Lien Senior Secured | Delayed Draw Loan | 1,594 | |||||||||
| Spartan Fitness | First Lien Senior Secured | Revolving Credit Line | 83 | |||||||||
| Splash Car Wash | First Lien Senior Secured | Delayed Draw Loan | 38 | |||||||||
| Total Fleet Solutions | First Lien Senior Secured | Revolving Credit Line | 1,148 | |||||||||
| WildBrain | First Lien Senior Secured | Revolving Credit Line | 904 | |||||||||
| XDimensional Technologies | First Lien Senior Secured | Revolving Credit Line | 60 | |||||||||
| Total | $ | 21,975 | ||||||||||
Portfolio Company Name | Investment Type | Commitment Type | Unfunded Commitments | |||||||
| Baker Hill | First Lien Senior Secured | Revolving Credit Line | $ | 115 | ||||||
| Batteries Plus Holding Corporation | First Lien Senior Secured | Revolving Credit Line | 63 | |||||||
| BKH | First Lien Senior Secured | Delayed Draw Loan | 208 | |||||||
| Cardiovascular Logistics | First Lien Senior Secured | Delayed Draw Loan | 461 | |||||||
| CheckedUp | First Lien Senior Secured | Delayed Draw Loan | 171 | |||||||
| CheckedUp | First Lien Senior Secured | Revolving Credit Line | 26 | |||||||
Portfolio Company Name | Investment Type | Commitment Type | Unfunded Commitments | |||||||
| Firebirds | First Lien Senior Secured | Delayed Draw Loan | 38 | |||||||
| Firebirds | First Lien Senior Secured | Revolving Credit Line | 19 | |||||||
| Hasa | First Lien Senior Secured | Delayed Draw Loan | 157 | |||||||
| Hasa | First Lien Senior Secured | Revolving Credit Line | 133 | |||||||
| Kemper Sports Management | First Lien Senior Secured | Delayed Draw Loan | 96 | |||||||
| Kemper Sports Management | First Lien Senior Secured | Revolving Credit Line | 163 | |||||||
| National Debt Relief | First Lien Senior Secured | Revolving Credit Line | 120 | |||||||
| Ojos Locos 3 | First Lien Senior Secured | Delayed Draw Loan | 595 | |||||||
| Ojos Locos 3 | First Lien Senior Secured | Revolving Credit Line | 233 | |||||||
| Planet DDS | First Lien Senior Secured | Delayed Draw Loan | 12 | |||||||
| Splash Car Wash | First Lien Senior Secured | Delayed Draw Loan | 42 | |||||||
| Splash Car Wash | First Lien Senior Secured | Revolving Credit Line | 14 | |||||||
| XDimensional Technologies | First Lien Senior Secured | Delayed Draw Loan | 121 | |||||||
| XDimensional Technologies | First Lien Senior Secured | Revolving Credit Line | 60 | |||||||
| Total | $ | 2,846 | ||||||||
| Total Aggregate Borrowing Capacity | Total Principal Outstanding | Less Deferred Financing Costs | Amount per Statements of Assets and Liabilities | |||||||||||||
| Secured Loan Facility | $ | 300,000 | $ | 46,000 | $ | 374 | $ | 45,626 | ||||||||
| Total | $ | 300,000 | $ | 46,000 | $ | 374 | $ | 45,626 | ||||||||
| Interest Rate (1) | Interest Expense | Deferred Financing Costs (2) | Other Fees (2) | |||||||||||||
| Secured Loan Facility | SOFR + 2.60 | % | $ | 343 | $ | — | $ | 126 | ||||||||
| Total | $ | 343 | $ | — | $ | 126 | ||||||||||
| (1) | As of September 30, 2024, the 1-month SOFR rate was 4.85%. |
| (2) | Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations. |
Share Issue Date | Shares Issued | Net Proceeds Received | ||||||
| March 28, 2024 | 561,122 | $ | 14,000 | |||||
| April 30, 2024 | 497,810 | 12,500 | ||||||
| June 28, 2024 | 1,196,172 | 30,000 | ||||||
| September 30, 2024 | 659,490 | 16,540 | ||||||
| Total Shares Issued | 2,914,594 | $ | 73,040 | |||||
Date Declared | Record Date | Payment Date | Per Share Amount | |||||
| March 27, 2024 | March 27, 2024 | March 28, 2024 | $ | 0.54 | ||||
| June 27, 2024 | June 27, 2024 | June 28, 2024 | $ | 0.48 | ||||
| September 27, 2024 | September 27, 2024 | September 30, 2024 | $ | 0.60 | ||||
Common shares | Common shares-par | Additional paid in capital | Total distributable earnings (accumulated deficit) | Total net assets | ||||||||||||||||
| Balance as of June 30, 2024 | 3,355,513 | $ | 3 | $ | 84,027 | $ | 136 | $ | 84,166 | |||||||||||
| Issuance of common shares, net of issuance costs | 659,490 | 1 | 16,539 | — | 16,540 | |||||||||||||||
| Distributions to shareholders | — | — | — | (2,001 | ) | (2,001 | ) | |||||||||||||
| Net investment income (loss) | — | — | — | 1,599 | 1,599 | |||||||||||||||
| Net realized gain (loss) from investment transactions | — | — | — | — | — | |||||||||||||||
| Net change in unrealized gain (loss) on investments | — | — | — | 404 | 404 | |||||||||||||||
| Balance as of September 30, 2024 | 4,015,003 | $ | 4 | $ | 100,566 | $ | 138 | $ | 100,708 | |||||||||||
Common shares | Common shares-par | Additional paid in capital | Total distributable earnings (accumulated deficit) | Total net assets | ||||||||||||||||
| Balance as of December 31, 2023 | 1,100,409 | $ | 1 | $ | 27,529 | $ | (17 | ) | $ | 27,513 | ||||||||||
| Issuance of common shares, net of issuance costs | 2,914,594 | 3 | 73,037 | — | 73,040 | |||||||||||||||
| Distributions to shareholders | — | — | — | (3,623 | ) | (3,623 | ) | |||||||||||||
| Net investment income (loss) | — | — | — | 3,313 | 3,313 | |||||||||||||||
| Net realized gain (loss) from investment transactions | — | — | — | 7 | 7 | |||||||||||||||
| Net change in unrealized gain (loss) on investments | — | — | — | 458 | 458 | |||||||||||||||
| Balance as of September 30, 2024 | 4,015,003 | $ | 4 | $ | 100,566 | $ | 138 | $ | 100,708 | |||||||||||
For the Three Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||
| Net increase (decrease) in net assets resulting from operations | $ | 2,003 | $ | 3,778 | ||||
| Weighted average shares of common shares outstanding-basic and diluted | 3,362,681 | 2,180,293 | ||||||
| Earnings (loss) per share of common shares-basic and diluted | $ | 0.60 | $ | 1.73 | ||||
For the Nine Months Ended September 30, 2024 | ||||
Per Common Share Operating Performance | ||||
| Net Asset Value, Beginning of Period: | $ | 25.00 | ||
| Results of Operations: | ||||
Net Investment Income (Loss) (1) | 1.52 | |||
| Net Realized and Unrealized Gain (Loss) on Investments | 0.18 | |||
| Net Increase (Decrease) in Net Assets Resulting from Operations | 1.70 | |||
| Distributions to Common Shareholders | ||||
| Distributions from Net Investment Income | (1.62 | ) | ||
| Net Decrease in Net Assets Resulting from Distributions | (1.62 | ) | ||
| Net Asset Value, End of Period | $ | 25.08 | ||
| Shares Outstanding, End of Period | 4,015,003 | |||
Total return (2)(3) | 6.93 | % | ||
| Net assets, end of period | $ | 100,708 | ||
Ratio/Supplemental Data | ||||
| Weighted average shares outstanding | 2,180,293 | |||
Ratio of net investment income (loss) to average net assets without waivers (4) | 0.77 | % | ||
Ratio of net investment income (loss) to average net assets with waivers (4) | 8.12 | % | ||
Ratio of total expenses to average net assets without waivers (4) | 11.87 | % | ||
Ratio of total expenses to average net assets with waivers (4) | 4.52 | % | ||
| Asset coverage ratio | 248 | % | ||
Portfolio turnover rate (3) | 1.94 | % | ||
| (1) | The per common share data was derived by using weighted average shares outstanding. |
| (2) | Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the period reported. |
| (3) | Not Annualized. |
| (4) | Annualized. |
December 31, 2023 | ||||
Assets: | ||||
Non-controlled, non-affiliated investments, at fair value (amortized cost of $18,298 as of December 31, 2023) | $ | 18,281 | ||
| Cash and cash equivalents | 8,511 | |||
| Receivables: | ||||
| Receivable for paydowns of investments | 4 | |||
| Interest receivable | 248 | |||
| Due from affiliates (Note 4) | 682 | |||
| Prepaid expenses and other assets | 384 | |||
Total Assets | $ | 28,110 | ||
Liabilities: | ||||
| Payables: | ||||
| Accrued professional fees | 264 | |||
| Accrued organization costs | 235 | |||
| Accrued expenses | 98 | |||
Total Liabilities | $ | 597 | ||
| Commitments and contingencies (Note 5) | ||||
Net Assets: | ||||
| Common Shares, $0.001 par value; unlimited shares authorized; 1,100,409 as of December 31, 2023 issued and outstanding | $ | 1 | ||
Additional paid-in capital | 27,529 | |||
| Total distributable earnings | (17 | ) | ||
Total Net Assets | $ | 27,513 | ||
Total Liabilities and Net Assets | $ | 28,110 | ||
Net Asset Value Per Common Share | $ | 25.00 | ||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
Income: | ||||
Investment income from non-controlled, non-affiliated investments: | ||||
| Interest income | $ | 484 | ||
| Fee income | 12 | |||
Total Investment Income | 496 | |||
Expenses: | ||||
| Administrative expenses | 10 | |||
| Incentive fees | 55 | |||
| Management fees | 48 | |||
| Professional fees | 350 | |||
| Trustees’ fees | 28 | |||
| Organizational and offering expenses | 745 | |||
| Other general expenses | 102 | |||
Total Expenses | 1,338 | |||
| Less: Fee waivers (Note 4) | (58 | ) | ||
| Less: Incentive fee waiver (Note 4) | (55 | ) | ||
| Less: Expense reimbursement (Note 4) | (1,168 | ) | ||
Net expenses | 57 | |||
Net Investment Income (Loss) | 439 | |||
Realized and unrealized gains (losses) on investments and foreign currency transactions | ||||
| Net realized gains (losses): | ||||
Non-controlled, non-affiliated investments | — | |||
Total net realized gains (losses) | — | |||
| Net change in unrealized gains (losses): | ||||
Non-controlled, non-affiliated investments | (17 | ) | ||
Total net change in unrealized gains (losses) | (17 | ) | ||
Total realized and unrealized gains (losses) | (17 | ) | ||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 422 | ||
Per Common Share Data: | ||||
Basic and diluted net investment income/(loss) per common share | $ | 0.57 | ||
Basic and diluted net increase/(decrease) in net assets resulting from operations per common share | $ | 0.55 | ||
Weighted Average Common Shares Outstanding-Basic and Diluted | 774,000 | |||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
Increase (Decrease) in Net Assets Resulting from Operations: | ||||
| Net investment income (loss) | $ | 439 | ||
| Net change in unrealized loss on investments | (17 | ) | ||
Net Increase (Decrease) in Net Assets Resulting from Operations | 422 | |||
Decrease in Net Assets Resulting from Shareholder Distributions | ||||
| Distributions from net investment income | (403 | ) | ||
| Distributions from return of capital | (16 | ) | ||
Net Decrease in Net Assets Resulting from Shareholder Distributions | (419 | ) | ||
Proceeds of issuance of common shares | 27,510 | |||
Total Increase (Decrease) in Net Assets | 27,513 | |||
| Net Assets, Beginning of Period | — | |||
Net Assets, End of Period | $ | 27,513 | ||
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
Cash Flows from Operating Activities: | ||||
| Net increase (decrease) in net assets resulting from operations | $ | 422 | ||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||
Change in unrealized loss on non-controlled, non-affiliated investments | 17 | |||
Net accretion of discount and payment in-kind on investments | (17 | ) | ||
| Purchases of portfolio investments | (1,196 | ) | ||
| Sales or repayments of portfolio investments | 51 | |||
| Increase in operating assets and liabilities: | ||||
| Increase in receivable for paydowns of investments | (4 | ) | ||
| Increase in interest receivable | (248 | ) | ||
| Increase in due from affiliates | (682 | ) | ||
| Increase in prepaid expenses and other assets | (384 | ) | ||
| Increase in accrued professional fees | 264 | |||
| Increase in accrued organizational cost | 235 | |||
| Increase in accrued other general expenses | 98 | |||
Net cash provided by (used in) operating activities | (1,444 | ) | ||
Cash Flows provided by (used in) Financing Activities: | ||||
| Distributions paid in cash | (419 | ) | ||
| Proceeds from issuance of common shares | 10,374 | |||
Net cash provided by (used in) financing activities | 9,955 | |||
Net increase/(decrease) in cash and cash equivalents | 8,511 | |||
| Cash and cash equivalents, beginning of period | — | |||
Cash and cash equivalents, end of period | $ | 8,511 | ||
Supplemental and Non-Cash Information: | ||||
In-kind investment contributions (Note 6) | $ | 17,136 | ||
Reinvestment of distributions during the period (1) | $ | — | ||
| (1) | Less than $1. |
Portfolio Company (1)(3)(6)(8) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||
| Debt Investments | ||||||||||||||||||||||||||||
First Lien Senior Secured (5) | ||||||||||||||||||||||||||||
Baker Hill—Revolving Credit Line (4) | Software & Services | SOFR + 7.00% (1.00% floor) | 12.35 | % | 7/19/2028 | $ | — | $ | (3 | ) | $ | (3 | ) | — | % | |||||||||||||
| Baker Hill—Term Loan A | Software & Services | SOFR + 7.00% (1.00% floor) | 12.35 | % | 7/19/2028 | 1,063 | 1,037 | 1,037 | 3.8 | % | ||||||||||||||||||
Batteries Plus Holding Corporation—Revolving Credit Line (4)(7) | Consumer Services | SOFR + 6.75% (1.00% floor) | 12.21 | % | 6/27/2028 | — | (1 | ) | — | — | % | |||||||||||||||||
Batteries Plus Holding Corporation—Term Loan A (7) | Consumer Services | SOFR + 6.75% (1.00% floor) | 12.21 | % | 6/27/2028 | 481 | 476 | 479 | 1.7 | % | ||||||||||||||||||
BKH—Delayed Draw Term Loan (4)(7) | Consumer Services | SOFR + 6.50% (1.00% floor) | 11.97 | % | 2/25/2028 | — | (1 | ) | — | — | % | |||||||||||||||||
BKH—Term Loan (7) | Consumer Services | SOFR + 6.50% (1.00% floor) | 11.97 | % | 2/25/2028 | 2,096 | 2,086 | 2,093 | 7.6 | % | ||||||||||||||||||
Bradford Health Services—Delayed Draw Loan (7) | Health Care Providers & Services | SOFR + 6.00% (1.00% floor) | 11.48 | % | 10/27/2028 | 734 | 730 | 734 | 2.7 | % | ||||||||||||||||||
Bradford Health Services—Term Loan (7) | Health Care Providers & Services | SOFR + 6.00% (1.00% floor) | 11.48 | % | 10/27/2028 | 1,272 | 1,263 | 1,272 | 4.6 | % | ||||||||||||||||||
Cardiovascular Logistics—Delayed Draw Term Loan A (7) | Health Care Providers & Services | SOFR + 6.25% (1.00% floor) | 11.73 | % | 1/31/2029 | 495 | 484 | 487 | 1.8 | % | ||||||||||||||||||
Cardiovascular Logistics—Delayed Draw Term Loan B (4)(7) | Health Care Providers & Services | SOFR + 6.25% (1.00% floor) | 11.73 | % | 1/31/2029 | 16 | 7 | 9 | — | % | ||||||||||||||||||
Cardiovascular Logistics—Term Loan (7) | Health Care Providers & Services | SOFR + 6.25% (1.00% floor) | 11.73 | % | 1/31/2029 | 701 | 686 | 690 | 2.5 | % | ||||||||||||||||||
CheckedUp—Delayed Draw Term Loan (4)(7) | Technology Hardware & Equipment | SOFR + 5.25% (1.00% floor) | 10.71 | % | 10/20/2027 | 127 | 125 | 127 | 0.5 | % | ||||||||||||||||||
CheckedUp—Revolving Credit Line (4)(7) | Technology Hardware & Equipment | SOFR + 5.25% (1.00% floor) | 10.71 | % | 10/20/2027 | 158 | 157 | 158 | 0.6 | % | ||||||||||||||||||
CheckedUp—Term Loan (7) | Technology Hardware & Equipment | SOFR + 5.25% (1.00% floor) | 10.71 | % | 10/20/2027 | 884 | 879 | 884 | 3.2 | % | ||||||||||||||||||
Firebirds—Delayed Draw Term Loan (4)(7) | Consumer Services | SOFR + 6.25% (2.00% floor) | 11.73 | % | 3/22/2028 | — | — | — | — | % | ||||||||||||||||||
Firebirds—Revolving Credit Line (4)(7) | Consumer Services | SOFR + 6.25% (2.00% floor) | 11.73 | % | 3/22/2028 | 19 | 19 | 19 | 0.1 | % | ||||||||||||||||||
Firebirds—Term Loan (7) | Consumer Services | SOFR + 6.25% (2.00% floor) | 11.73 | % | 3/22/2028 | 623 | 617 | 617 | 2.2 | % | ||||||||||||||||||
Hasa—Delayed Draw Loan (4)(7) | Capital Goods | SOFR + 5.75% (1.00% floor) | 11.23 | % | 1/10/2029 | — | (3 | ) | (2 | ) | — | % | ||||||||||||||||
Hasa—Revolving Credit Line (4)(7) | Capital Goods | SOFR + 5.75% (1.00% floor) | 11.23 | % | 1/10/2029 | 18 | 15 | 16 | 0.1 | % | ||||||||||||||||||
Hasa—Term Loan (7) | Capital Goods | SOFR + 5.75% (1.00% floor) | 11.23 | % | 1/10/2029 | 1,414 | 1,383 | 1,397 | 5.1 | % | ||||||||||||||||||
Kemper Sports Management—Delayed Draw Loan (4)(7) | Consumer Services | SOFR + 6.50% (1.00% floor) | 11.98 | % | 1/12/2028 | 444 | 440 | 441 | 1.6 | % | ||||||||||||||||||
Portfolio Company (1)(3)(6)(8) | Industry | Spread Above Index | Interest Rate | Maturity Date | Principal/ Shares | Amortized Cost | Fair Value | Percentage of Net Assets (2) | ||||||||||||||||||||
Kemper Sports Management—Revolving Credit Line (4)(7) | Consumer Services | SOFR + 6.50% (1.00% floor) | 11.98 | % | 1/12/2028 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
Kemper Sports Management—Term Loan (7) | Consumer Services | SOFR + 6.50% (1.00% floor) | 11.98 | % | 1/12/2028 | 1,832 | 1,817 | 1,819 | 6.6 | % | ||||||||||||||||||
National Debt Relief—Delayed Draw Loan (7) | Diversified Financials | SOFR + 6.00% (1.50% floor) | 11.47 | % | 2/24/2027 | 598 | 592 | 590 | 2.1 | % | ||||||||||||||||||
National Debt Relief—Revolving Credit Line (4)(7) | Diversified Financials | SOFR + 6.00% (1.50% floor) | 11.47 | % | 2/24/2027 | — | (1 | ) | (2 | ) | — | % | ||||||||||||||||
National Debt Relief—Term Loan (7) | Diversified Financials | SOFR + 6.00% (1.50% floor) | 11.47 | % | 2/24/2027 | 718 | 711 | 708 | 2.6 | % | ||||||||||||||||||
| Ojos Locos 3—Delayed Draw Loan | Consumer Services | SOFR + 6.00% (1.00% floor) | 11.59 | % | 8/31/2026 | 333 | 326 | 330 | 1.2 | % | ||||||||||||||||||
Ojos Locos 3—Revolving Credit Line (4)(7) | Consumer Services | SOFR + 6.00% (1.00% floor) | 11.59 | % | 8/31/2026 | — | (2 | ) | (1 | ) | — | % | ||||||||||||||||
Ojos Locos 3—Term Loan (4)(7) | Consumer Services | SOFR + 6.00% (1.00% floor) | 11.42 | % | 8/31/2026 | 1,135 | 1,127 | 1,131 | 4.1 | % | ||||||||||||||||||
Planet DDS—Delayed Draw Loan (4)(7) | Health Care Technology | SOFR + 7.50% (0.75% floor) | 12.91 | % | 7/18/2028 | 24 | 23 | 23 | 0.1 | % | ||||||||||||||||||
Planet DDS—Term Loan (7) | Health Care Technology | SOFR + 7.50% (0.75% floor) | 12.91 | % | 7/18/2028 | 229 | 223 | 224 | 0.8 | % | ||||||||||||||||||
Select Rehabilitation—Term Loan (7) | Health Care Providers & Services | SOFR + 8.50% (1.00% floor) | 13.85 | % | 10/19/2027 | 1,938 | 1,936 | 1,853 | 6.7 | % | ||||||||||||||||||
Splash Car Wash—Delayed Draw Term Loan A (4) | Consumer Services | SOFR + 6.50% (1.00% floor) + 1.00% PIK | 12.83 | % | 6/30/2026 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
| Splash Car Wash—Term Loan A | Consumer Services | SOFR + 6.50% (1.00% floor) 1.00% PIK | 12.83 | % | 6/30/2026 | 327 | 322 | 321 | 1.2 | % | ||||||||||||||||||
Splash Car Wash—Revolving Credit Line (4) | Consumer Services | SOFR + 6.50% (1.00% floor) + 1.00% PIK | 12.83 | % | 6/30/2026 | — | — | — | — | % | ||||||||||||||||||
XDimensional Technologies—Delayed Draw Term Loan A (4)(7) | Software & Services | SOFR + 4.00% (2.00% floor) + 4.00% PIK | 9.46 | % | 12/24/2025 | — | (2 | ) | (2 | ) | — | % | ||||||||||||||||
XDimensional Technologies—Revolving Credit Line (4)(7) | Software & Services | SOFR + 4.00% (2.00% floor) + 4.00% PIK | 9.46 | % | 12/24/2025 | — | (1 | ) | (1 | ) | — | % | ||||||||||||||||
| XDimensional Technologies—Term Loan A | Software & Services | SOFR + 4.00% (2.00% floor) + 4.00% PIK | 9.46 | % | 12/24/2025 | 849 | 833 | 835 | 3.0 | % | ||||||||||||||||||
| Total First Lien Senior Secured | 18,528 | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||
| Total Debt Investments | 18,528 | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||
| Total Investments | $ | 18,298 | 18,281 | 66.5 | % | |||||||||||||||||||||||
| Liabilities in Excess of Other Assets | 9,232 | 33.5 | % | |||||||||||||||||||||||||
| Net Assets | $ | 27,513 | 100.0 | % | ||||||||||||||||||||||||
| (1) | All investments in the Fund are considered Qualifying assets, under Section 55(a) of the Investment Company Act of 1940. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of December 31, 2023, there were no investments held by the Fund that are considerednon-qualifying assets. |
| (2) | Percentages are based on net assets as of December 31, 2023. |
| (3) | The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 – Fair Value of Financial Instruments). |
| (4) | For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price |
| appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 5 – Commitments and Contingencies for details of these unfunded commitments. |
| (5) | The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate (“SOFR”) and which reset monthly, quarterly, semiannually, or annually. For each, the Fund has provided the spread over the reference rate and the current interest rate in effect at the reporting date. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. |
| (6) | All investments domiciled in the United States unless otherwise noted. |
| (7) | Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0% – 0.26% depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown. |
At December 31, 2023 | ||||||||
Industry | Investments at Fair Value (in thousands) | Percentage of Fair Value | ||||||
| Consumer Services | $ | 7,247 | 39.6 | % | ||||
| Health Care Providers & Services | 5,045 | 27.6 | ||||||
| Software & Services | 1,866 | 10.2 | ||||||
| Capital Goods | 1,411 | 7.7 | ||||||
| Diversified Financials | 1,296 | 7.1 | ||||||
| Technology Hardware & Equipment | 1,169 | 6.4 | ||||||
| Health Care Technology | 247 | 1.4 | ||||||
| $ | 18,281 | 100.0 | % | |||||
| 1) | Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services. |
| 2) | Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi- step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP. |
| a) | Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. In the event the Investment Adviser, with the assistance of the Valuation Agent, determines that the bonds quotes are not readily available or otherwise not determinable pursuant to the Fund’s valuation procedures, or not reliable, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and |
| b) | For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, look at the number of quotes readily available and perform the following: |
| i) | Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value; |
| ii) | Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices |
| selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, and/or the Investment Adviser, are unable to sufficiently validate the quote internally and if the investment’s par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below). |
| 3) | Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi- step valuation process: |
| a) | Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; |
| b) | The Valuation Agent undertakes a comprehensive valuation analysis, which includes an enterprise and/or collateral valuation, and subsequently a fundamental credit analysis and valuation with respect to both credit quality and market factors, for each of the portfolio companies or investments and provides a range of values on such investments to the Investment Adviser. The Valuation Agent also provides analyses to support its valuation methodology and calculations; |
| c) | The Investment Adviser then reviews each valuation recommendation to confirm they have been calculated in accordance with the Valuation Policy; |
| d) | The Investment Adviser determines the fair value of each investment in the portfolio in good faith based on the input of the Investment Adviser’s valuation team and, where applicable, the Valuation Agent or other external service providers; and |
| e) | The Board provides oversight of the valuation process in accordance with Rule 2a-5, which includes a review of the quarterly reports prepared by the Investment Adviser or the Valuation Agent and the fair valuation determinations made by the Investment Adviser. |
| • | Level 1-Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. |
| • | Level 2-Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. |
| • | Level 3-Unobservable inputs that reflect the Fund’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. |
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Totals | |||||||||||||
| First Lien Senior Secured | $ | — | $ | — | $ | 18,281 | $ | 18,281 | ||||||||
| Total | $ | — | $ | — | $ | 18,281 | $ | 18,281 | ||||||||
First Lien Senior Secured | Total | |||||||
| Balance as of September 29, 2023 | $ | — | $ | — | ||||
| Purchases and other adjustments to cost | 18,338 | 18,338 | ||||||
| Sales and repayments | (51 | ) | (51 | ) | ||||
| Net realized gains | — | — | ||||||
| Net change in unrealized gains/(losses) on investments | (17 | ) | (17 | ) | ||||
| Net accretion of discount on investments | 11 | 11 | ||||||
| Balance as of December 31, 2023 | $ | 18,281 | $ | 18,281 | ||||
| Net change in unrealized gains/(losses) for the period relating to those Level 3 assets that were still held by the Fund at the end of the period: | $ | (17 | ) | $ | (17 | ) | ||
Fair Value | Primary Valuation Technique | Unobservable Inputs | Selected Input Range | Weighted Average (a) | Impact to Valuation from an Increase in Input (b) | |||||||||||||||||||||||
Asset Category | Minimum | Maximum | ||||||||||||||||||||||||||
| First Lien Senior Secured | $ | 18,281 | | Discounted Cash Flow | | | Discount Rate | | 9.2 | % | 16.4 | % | 11.9 | % | Decrease | |||||||||||||
| Total | $ | 18,281 | ||||||||||||||||||||||||||
| (a) | Weighted averages are calculated based on fair value of investments. |
| (b) | Represents the directional change in the fair value of the Level 3 investments that could have resulted from an increase in the corresponding inputs as of a period end. A decrease to the unobservable input would have had the opposite effect. Significant changes in these inputs may have resulted in a significantly higher or lower fair value measurement at the period end. |
| • | No incentive fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income Returns does not exceed the hurdle rate of 1.25% per quarter (5.00% annualized); |
| • | 100% of Pre-Incentive Fee Net Investment Income Returns with respect to that portion of suchPre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of thePre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) is referred to as the“catch-up.” The“catch-up” is meant to provide the Investment Adviser with approximately 12.5% of the Fund’sPre- Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and |
| • | 12.5% of the amount of Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and thecatch-up is achieved, 12.5% of allPre-Incentive Fee Net Investment Income Returns thereafter are paid to the Investment Adviser. |
Portfolio Company Name | Investment Type | Commitment Type | Unfunded Commitments | |||||||||
| Baker Hill | First Lien Senior Secured | Revolving Credit Line | $ | 115 | ||||||||
| Batteries Plus Holding Corporation | First Lien Senior Secured | Revolving Credit Line | 63 | |||||||||
| BKH | First Lien Senior Secured | Delayed Draw Loan | 208 | |||||||||
| Cardiovascular Logistics | First Lien Senior Secured | Delayed Draw Loan | 461 | |||||||||
| CheckedUp | First Lien Senior Secured | Delayed Draw Loan | 171 | |||||||||
| CheckedUp | First Lien Senior Secured | Revolving Credit Line | 26 | |||||||||
| Firebirds | First Lien Senior Secured | Delayed Draw Loan | 38 | |||||||||
| Firebirds | First Lien Senior Secured | Revolving Credit Line | 19 | |||||||||
| Hasa | First Lien Senior Secured | Delayed Draw Loan | 157 | |||||||||
| Hasa | First Lien Senior Secured | Revolving Credit Line | 133 | |||||||||
| Kemper Sports Management | First Lien Senior Secured | Delayed Draw Loan | 96 | |||||||||
| Kemper Sports Management | First Lien Senior Secured | Revolving Credit Line | 163 | |||||||||
| National Debt Relief | First Lien Senior Secured | Revolving Credit Line | 120 | |||||||||
| Ojos Locos 3 | First Lien Senior Secured | Delayed Draw Loan | 595 | |||||||||
| Ojos Locos 3 | First Lien Senior Secured | Revolving Credit Line | 233 | |||||||||
| Planet DDS | First Lien Senior Secured | Delayed Draw Loan | 12 | |||||||||
| Splash Car Wash | First Lien Senior Secured | Delayed Draw Loan | 42 | |||||||||
| Splash Car Wash | First Lien Senior Secured | Revolving Credit Line | 14 | |||||||||
| XDimensional Technologies | First Lien Senior Secured | Delayed Draw Loan | 121 | |||||||||
| XDimensional Technologies | First Lien Senior Secured | Revolving Credit Line | 60 | |||||||||
| Total | $ | 2,846 | ||||||||||
Share Issue Date | Shares Issued | Net Proceeds Received (in thousands) | ||||||
| September 29, 2023 | 400 | $ | 10 | |||||
| October 18, 2023 | 760,000 | 19,000 | * | |||||
| December 29, 2023 | 340,000 | 8,500 | ||||||
| Total Shares Issued | 1,100,400 | $ | 27,510 | |||||
| * | As part of the capital drawdown, the Fund received in-kind, 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. The aggregate value of the investments received amounted to $17,136,000 which is equal to the estimated value of the investments contributed and unfunded commitments adjusted for any investment activity from October 1, 2023, to October 18, 2023. |
Share Issue Date | Shares Issued | Net Proceeds (1) | ||||||
| December 29, 2023 | 9 | $ | — | |||||
| Total Shares Issued | 9 | $ | — | |||||
| (1) | Less than $1. |
Fiscal Period Ended | Date Declared | Record Date | Payment Date | Per Share Amount | ||||||
December 31, 2023 | ||||||||||
| Fourth Quarter. | December 28, 2023 | December 28, 2023 | December 29, 2023 | $0.55 | ||||||
Common shares | Common shares-par | Additional paid in capital | Total distributable earnings (accumulated deficit) | Total net assets | ||||||||||||||||
| Balance as of September 29, 2023 (Inception Date) | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Issuance of common shares, net of issuance costs | 1,100,400 | 1 | 27,509 | — | 27,510 | |||||||||||||||
| Distributions to shareholders | — | — | (16 | ) | (403 | ) | (419 | ) | ||||||||||||
| Reinvestment of distributions | 9 | — | 0 | (1) | — | — | ||||||||||||||
| Net investment income (loss) | — | — | — | 439 | 439 | |||||||||||||||
| Net change in unrealized gain (loss) on investments | — | — | — | (17 | ) | (17 | ) | |||||||||||||
| Tax reclassification of stockholders’ equity (See Note 10) | — | — | 36 | (36 | ) | — | ||||||||||||||
| Balance as of December 31, 2023 | 1,100,409 | $ | 1 | $ | 27,529 | $ | (17 | ) | $ | 27,513 | ||||||||||
| (1) | Less than $1. |
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Net increase (decrease) in net assets resulting from operations | $ | 422 | ||
| Weighted average shares of common shares outstanding-basic and diluted | 774,000 | * | ||
| Earnings (loss) per share of common shares-basic and diluted | $ | 0.55 | ||
| * | Weighted average shares uses shares outstanding for the period October 18, 2023, the commencement of investment operations to December 31, 2023. |
For the Period September 29, 2023 (Inception Date) through December 31, 2023 | ||||
| Per Common Share Operating Performance | ||||
Net Asset Value, Beginning of Period: (1) | $ | 25.00 | ||
| Net Investment Income | 0.57 | |||
| Net Realized and Unrealized Gain (Loss) on Investments | (0.02 | ) | ||
| Net Increase (Decrease) in Net Assets Resulting from Operations | 0.55 | |||
| Distributions to Common Shareholders | ||||
| Distributions from Net Investment Income | (0.53 | ) | ||
| Distributions from Return of Capital | (0.02 | ) | ||
| Net Decrease in Net Assets Resulting from Distributions | (0.55 | ) | ||
| Net Asset Value, End of Period | $ | 25.00 | ||
| Shares Outstanding, End of Period | 1,100,409 | |||
Total return (3) | 2.20 | % | ||
| Net assets, end of period | $ | 27,513 | ||
| Ratio/Supplemental Data | ||||
Weighted average shares outstanding (4) | 774,000 | |||
Ratio of net investment income (loss) to average net assets without waivers (2) | (2.93 | %) | ||
Ratio of net investment income (loss) to average net assets with waivers (2) | 11.04 | % | ||
Ratio of total expenses to average net assets without waivers (2) | 15.41 | % | ||
Ratio of total expenses to average net assets with waivers (2) | 1.43 | % | ||
| Asset Coverage Ratio | N/A | |||
Portfolio turnover rate (3) | 0.28 | % | ||
| (1) | Represents NAV per share of the September 29, 2023, share issuance. |
| (2) | Ratios, excluding nonrecurring expenses, such as organization, audit and tax fees and certain transfer agent fees, are annualized. |
| (3) | Not annualized. |
| (4) | Weighted average shares uses shares outstanding for the period October 18, 2023, the commencement of investment operations to December 31, 2023. |
For the Period October 25, 2023 (Tax effective date) through December 31, 2023 | ||||
| Ordinary Income | $ | 403 | ||
| Long-Term Capital Gains | — | |||
| Return of Capital | 16 | |||
2023 | ||||
Undistributed ordinary income-tax basis | $ | — | ||
Undistributed realized gains-tax basis | — | |||
| Net unrealized gain (loss) on investments | (17 | ) | ||
| Other temporary differences | — | |||
| Total accumulated earnings (loss)-book basis | $ | (17 | ) | |
APPENDIX A: FORM OF SUBSCRIPTION AGREEMENT
FOR AMG COMVEST SENIOR LENDING FUND
A-1
AMG COMVEST SENIOR LENDING FUND
SUBSCRIPTION AGREEMENT
A-2
 |
AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENT
|
This Subscription Agreement must be completed by the Subscriber and his/her Financial Advisor or registered representative (together “Financial Advisor” or “FA”) and submitted prior to the close of the subscription period in order for the Subscriber’s subscription to be processed. For timely approval and execution, please ensure all sections have been completed and signed properly.
Subscribers should retain a copy of their Subscription Agreement for their records.
If you have any questions about how to complete this Subscription Agreement, please contact your Financial Advisor. Subscription Agreements may only be completed by the Subscriber, who has received the related offering materials.
1. Introduction and Subscriber Information |
This Subscription Agreement relates to your subscription to AMG Comvest Senior Lending Fund (“AMG Comvest Senior Lending Fund” or the “Fund”).
An investment in the Fund is suitable only for sophisticated Investors who have the financial resources and the willingness to accept the substantial risks associated with such an investment and for whom an investment in the Fund does not constitute a complete investment program. The risks associated with an investment in the Fund are described in the Fund’s Prospectus and Statement of Additional Information (including all parts, supplements, appendices and exhibits thereto, the “Prospectus”).
By submitting this Subscription Agreement, in connection with a Subscription to the Fund, the Subscriber hereby: (1) certifies that he, she or it has received and carefully read the Fund’s Prospectus prior to deciding whether to invest in the Fund, and (2) makes and affirms all of the representations, warranties, agreements, elections, acknowledgements and undertakings set forth in the Fund’s Subscription Agreement.
Investors participating in the Fund through both taxable and tax-exempt accounts must submit separate Signature Pages for each such account.
Account Information
I hereby further certify that I agree to produce evidence to support the following certifications upon request.
| ||||
| ▲ Account Title | ||||
| ||||
| ▲ Custodian Name | ▲ Brokerage Identification Number (BIN) | |||
Subscriber Tax Status: ☐ Taxable (1099D/B Forms) ☐ Tax Exempt
SSN:(XXX-XX-XXXX)
Or
EIN: (XX-XXXXXXX)
A-3
|
AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENT
|
Type of Account:
| ☐ Charity/ Welfare Organization* | ☐ Joint Tenants | ☐ Profit Sharing Plan | ||
| ☐ Corporation* | ☐ LLC (C- Corp)* | ☐ Rollover IRA | ||
| ☐ Employee Benefit Plan | ☐ LLC (S - Corp)* | ☐ Roth IRA | ||
| ☐ Estate | ☐ LLC (Partnership)* | ☐ Taft- Hartley Plan* | ||
| ☐ Foundation/Endowment* | ☐ LLC (Other)* | ☐ Traditional IRA | ||
| ☐ Individual | ☐ Partnership* | ☐ Trust | ||
| ☐ Insurance Company* | ☐ Pension Plan | ☐ 401K* | ||
| ☐ Other | ||||
| ||||
| * Please complete pages 11 & 12. | ||||
PLEASE CHOOSE ONE: ☐ U.S. Citizen ☐ Non-U.S. Citizen (must complete W-8) |
A-4
|
AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENT
|
| ||
| ▲ Primary Signer #1 First Name | ▲ Primary Signer #1 Last Name | |
| ||
| ▲ Primary Signer #1 Date of Birth | ▲ Primary Signer #1 Social Security Number | |
| ||
| ▲ Residential or Business Address (including apartment or suite number - P.O. Box not permitted) | ||
| ||||
| ▲ City | ▲ State | ▲ Zip Code: | ||
| ||
| ▲ Country of Residence for Addresses Outside of the U.S. | ||
| ||
| ▲ Primary Signer #2 First Name | ▲ Primary Signer #2 Last Name | |
| ||
| ▲ Primary Signer #2 Date of Birth | ▲ Primary Signer #2 Social Security Number | |
| ||
| ▲ Residential or Business Address (including apartment or suite number - P.O. Box not permitted) | ||
| ||||
| ▲ City | ▲ State | ▲ Zip Code: | ||
| ||
| ▲ Country of Residence for Addresses Outside of the U.S. | ||
(i) Mailing Address
If the mailing address or residential address of any person listed on the account is different than the address listed above, please list the relevant address.
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| ▲ Residential or Business Address (including apartment, suite or P.O. Box number) | ||
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| ▲ City | ▲ State | ▲ Zip Code: | ||
| Country of Residence for Addresses Outside of U.S. | ||
2. Transfer on Death Beneficiary Information (Optional and only applies to Individual and Joint Accounts) |
Please designate the beneficiary information for your account. If completed, all information is required. Secondary beneficiary information may only include whole percentages and must total 100%. (Not available for Louisiana residents).
☐ Primary
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| ▲ First Name | ▲ MI ▲ Last Name ▲ % | |
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| ▲ Social Security Number | ▲ Date of Birth | |
☐ Primary ☐ Secondary
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| ▲ First Name | ▲ MI ▲ Last Name ▲ % | |
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| ▲ Social Security Number | ▲ Date of Birth | |
☐ Primary ☐ Secondary
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| ▲ First Name | ▲ MI ▲ Last Name ▲ % | |
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| ▲ Social Security Number | ▲ Date of Birth | |
3. ERISA and Other Plan Related Information and Representations |
1) Are you a “benefit plan investor” (within the meaning of the Plan Assets Regulation (“Benefit Plan Investor”)) or will you use the assets of a Benefit Plan Investor to invest in AMG Comvest Senior Lending Fund (“Fund”)? Benefit Plan Investor includes (i) any employee benefit plan (as defined in section 3(3) of ERISA) subject to the provisions of Title I of ERISA, (ii) any plan described in section 4975(e)(1) of the U.S. Internal Revenue Code of 1986, as amended (“Code”) that is subject to Section 4975 of the Code (including, without limitation, an “individual retirement account” described in Section 408 or 408A of the Code, a Keogh plan, an Archer MSA described in Section 220(d) of the Code, a Coverdell education savings account described in Section 530 of the Code and a health saving account described in Section 223(d) of the Code, and (iii) any entity whose underlying assets include plan assets by reason of such an employee benefit plan’s or plan’s investment in the entity.
“Plan Assets Regulation” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as the same may be amended from time to time.
☐ Yes ☐ No
2) Are you or will you be a person (including an entity) that has discretionary authority or control with respect to the assets of the Fund or a person who provides investment advice for a fee (direct or indirect) with respect to the assets of the Fund or an “affiliate” of such a person (a “Controlling Person”)? For purposes of this question, an “affiliate” includes a person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with any such person, and “control” with respect to a person, other than an individual, means the power to exercise a controlling influence over the management or policies of such person.
☐ Yes ☐ No
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENT
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3) Are you, or will you be, an entity (other than an insurance company general account) whose assets will be deemed to constitute “plan assets” subject to ERISA or Section 4975 of the Code by reason of investment in such entity by other Benefit Plan Investors?
☐ Yes ☐ No
4) Answer this Question (4) only if the answer to Question (3) above is “yes”: What is the maximum percentage of your assets that constitutes or will constitute “plan assets” subject to ERISA or Section 4975 of the Code?
%
5) If the Subscriber is or will be an insurance company general account, will any portion of its underlying assets in its general account constitute “plan assets” subject to ERISA or Section 4975 of the Code?
☐ Yes ☐ No
6) Answer this Question (6) only if the answer to Question (5) above is “yes”: What is the maximum percentage of your assets that constitutes or will constitute “plan assets” subject to ERISA or Section 4975 of the Code?
%
You represent and warrant that, except as indicated above, you are not, will not be, and are not acting on behalf of, a Benefit Plan Investor or a Controlling Person during the time in which you are invested in any Common Shares.
If you are, or will be, or are acting on behalf of, a Benefit Plan Investor or a “governmental plan” within the meaning of Section 3(32) of ERISA, a “foreign plan,” or another plan or retirement arrangement that is not subject to Title I of ERISA and with respect to which Section 4975 of the Code does not apply, but is subject to federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (“Similar Law”) or an entity or that is deemed to hold the assets of such a plan (each, an “Other Plan Investor” and, together with a Benefit Plan Investor, a “Plan”), you represent, warrant and agrees that:
(i) the acquisition and the subsequent holding of Commons Shares do not and will not constitute a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code, or a violation of any Similar Law applicable to the Plan;
(ii) the decision to acquire Common Shares was made by a “fiduciary” of the Plan within the meaning of Section 3(21) of ERISA, Section 4975(e)(3) of the Code or Similar Law (the “Plan Fiduciary”) that is independent of the Fund, the Adviser and their respective employees, representatives and affiliates, is qualified to make investment decisions on behalf of the Plan and has authorized the Plan’s investment in the Fund;
(iii) the Plan’s investment in Common Shares conforms in all respects to the documents governing the Plan and, assuming the assets of the Fund do not constitute “plan assets” subject to the provisions of Title I of ERISA or Section 4975 of the Code or Similar Law, complies with all applicable requirements of ERISA, Section 4975 of the Code and Similar Law;
(iv) the Plan’s fiduciary investing in the Common Shares on behalf of the Plan (“Fiduciary”) has been informed about the fee structure of the Fund, including the incentive fee component, and has concluded that
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENT
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such fees are reasonable and the investment in the Fund otherwise constitutes a reasonable contract or arrangement, and the Plan acknowledges and agrees that none of the Adviser or its employees, representatives or affiliates have any discretion, or are otherwise acting in a fiduciary capacity with respect to the Plan’s investment in the Fund, whether pursuant to the provisions of ERISA, Section 4975 of the Code or otherwise, and, without limiting the generality of the foregoing, the Plan and the Fiduciary has not relied on, and is not relying on, any investment advice or recommendation of any such person with respect to the Plan’s investment in the Fund;
(v) the Fiduciary has considered the investment in the Fund and has determined that, in view of such considerations, the purchase of Common Shares is consistent with the Fiduciary’s responsibilities under ERISA or Section 4975 of the Code, including (i) whether the investment in the Fund is prudent; (ii) whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio managed by the Fiduciary, taking into account both the risk of loss and the opportunity for gain that could result therefrom;
(iii) whether the Plan’s current and anticipated liquidity needs would be met, given the limited rights to redeem or transfer the Common Shares; (iv) whether the investment would permit the Plan’s overall portfolio to remain adequately diversified; (v) whether the investment is permitted under documents governing the Plan; (vi) whether the investment may result in any adverse tax consequences to the Plan; and
(vii) the risks associated with an investment in the Fund;
(vi) the Fiduciary (i) is responsible for the decision to invest in the Fund; (ii) is independent of the Fund, the Adviser and all of their respective affiliates; (iii) has determined that each of the Fund and the Adviser is not a “party in interest” or “disqualified person” (as such terms are defined in ERISA and Section 4975 of the Code) with respect to the Plan; (iv) is qualified to make such investment decision and has, to the extent it deems necessary, consulted its own investment advisors and legal counsel regarding the investment in the Fund; and (v) in making its decision to invest in the Fund has not relied on any advice or recommendation of the Fund, the Adviser or any of their affiliates;
(vii) the Plan acknowledges that the Fund has the authority to require the redemption, withdrawal or other cancellation of any Common Shares if it is determined that the continued holding of such Common Shares could result in the Fund being subject to the provisions of Title I of ERISA or Section 4975 of the Code; and
(viii) without limiting the remedies available in the event of a breach, the Plan agrees promptly to provide to the Fund such information as the Fund may from time to time reasonably request for purposes of determining whether the assets of the Fund are “plan assets” within the meaning of the Plan Assets Regulation, and any other matters relating to ERISA or compliance with ERISA, Section 4975 of the Code or Similar Law arising in connection with the Plan’s investment in the Fund, or the operation or investments of the Fund.
The foregoing representations and warranties shall be deemed repeated and reaffirmed on each day you remain invested in any Common Shares. Without limiting the remedies available in the event of a breach, if at any time the foregoing representations and warranties shall cease to be true, including because there is a change in your Plan status or the percentage of assets that constitute “plan assets” subject to the provisions of Title I of ERISA or Section 4975 of the Code, then you shall promptly notify the Fund in writing.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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4. Investment Selection |
| Class Name | Amount | Investment Minimum | ||||||
| Class S | $2,500 | |||||||
| Class D | $2,500 | |||||||
| Class F | $2,500 | |||||||
| Class I | $1,000,000 | |||||||
| Investment Type | ☐ Initial Investment | ☐ Additional Investment | ||||||
The minimum additional investment is $500 for each class. AMG Distributors, Inc., the Fund’s managing dealer, can waive the initial and subsequent minimum investment at its discretion
5. Internal Revenue Code Certification |
As required by federal law and under penalty of perjury, the Subscriber hereby represents, warrants and certifies as follows:
| 1. | The Subscriber certifies that the Social Security/Taxpayer ID Number set forth in this document is the true, correct and complete Social Security/ Taxpayer ID Number of the Subscriber. |
| 2. | The Subscriber is a “United States Person” (as defined in Section 7701(a)(30) of the Code) including a U.S. resident alien. |
| 3. | The Subscriber certifies that the Subscriber is not subject to backup withholding because: (a) the Subscriber is exempt from backup withholding, or (b) the Subscriber has not been notified by the Internal Revenue Service (IRS) that the Subscriber is subject to backup withholding as a result of failure to report all interest and dividends, or (c) the IRS has notified the Subscriber that the Subscriber is no longer subject to backup withholding. The Subscriber must cross out item 3 if the Subscriber has been notified by the IRS that the Subscriber is currently subject to backup withholding because the Subscriber has failed to report all interest and dividends on the Subscriber’s tax return. |
| 4. | The FATCA code(s) entered on this form (if any) indicating that the Subscriber is exempt from FATCA reporting is correct. Exemption from FATCA reporting code (if any): . |
☐ By checking this box, the Subscriber certifies items 1-4 above, and agrees to notify his/her Financial Advisor within 30 days of any change in the information set forth above.
6. Cost Basis Election |
In order for us to determine the gain or loss when you redeem Common Shares, AMG Funds must determine the “cost basis” for those shares. The cost basis is the value of each Common Share at the time you acquired it. The law requires AMG Funds to select a default method to determine your cost basis.
AMG Funds has decided to use what is known as the Average Cost method. Under this method, AMG Funds will calculate the total cost of all Common Shares in your account and divide that cost by the total Common Shares in your account; this will determine the cost basis for the Common Shares that you are redeeming. Please note that you are able to select a different method below if you would prefer it.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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Note: IRS Regulations do not permit you to change the method used to determine the cost basis of a settled trade.
| ☐ | I choose the Fund’s default method of Average Cost |
| ☐ | I choose a method other than Average Cost: |
| ☐ | FIFO –First In, First Out (AMG Funds will redeem the oldest available Common Shares first, using their cost basis to determine the gains or losses you incur on the redemption.) |
| ☐ | Specific Identification (When you redeem Common Shares, you must tell AMG Funds which particular Common Shares you are selling; your gain or loss will vary based on the Common Shares you select.) |
7. Important Notices |
The USA Patriot Act
In order to fight the funding of terrorist activity and money laundering, the selling agent, like other financial institutions, is required by law to obtain, verify, and record information that identifies each person who opens an account, including legal persons such as corporations and partnerships. When an account is opened, the selling agent asks for information to identify the person opening the account and in some cases the persons controlling the account. The selling agent may also ask for identifying corporate documentation. Such information, like all customer information, is confidential as required by law. The Subscriber hereby specifically confirms and acknowledges its representations relating to Money Laundering Prevention contained in the Fund’s Subscription Agreement.
8. Other Information |
| a) | Electronic Delivery |
Instead of receiving paper copies of the prospectus, prospectus supplements, annual reports, proxy statements, and other shareholder communications and reports, you may elect to receive electronic delivery of shareholder communications from AMG Comvest Senior Lending Fund. If you would like to consent to electronic delivery, including pursuant to email, please select from the options below.
By consenting below to electronically receive shareholder communications, including your account-specific information, you authorize said offering(s) to either (i) email shareholder communications to you directly or (ii) make them available on our website and notify you by email when and where such documents are available. You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
By consenting to electronic access, you will be responsible for certain costs, such as your customary internet service provider charges, and may be required to download software in connection with access to these materials. You understand this electronic delivery program may be changed or discontinued and that the terms of this agreement may be amended at any time. You understand that there are possible risks associated with electronic delivery such as emails not transmitting, links failing to function properly and system failure of online service providers, and that there is no warranty or guarantee given concerning the transmissions of email, the availability of the website, or information on it, other than as required by law.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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By checking “Yes” the subscriber agrees that shareholder communications will be sent electronically to the email address provided below. By checking “No” the subscriber agrees to receive shareholder communications to the address of record.
☐ Yes ☐ No
If Yes, provide email address here:
You will receive an email from AMG Funds confirming your e-delivery elections. Please note you can change your selection at any time. Monthly statements and annual tax forms can only be accessed by signing up for online account access and registering for e-delivery. Please visit wealth.amg.com to sign up for online account access.
| b) | Distribution Options - Subscriber agrees all dividends and capital gains to be distributed from time to time by the Fund to the Subscriber will be reinvested in Common Shares of the Fund. |
☐ Yes ☐ No
9. Linking A Bank Account to Your AMG Comvest Senior Lending Fund Account |
This section is available and required for direct accounts only.
▲ Bank Name |
▲ Bank ABA Routing Number |
▲ Account Name |
▲ Account Number |
▲ For Further Credit Name |
▲ For Further Credit Account Number |
10. Subscriber Representations |
AMG Comvest Senior Lending Fund is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish the account. Required information includes name, date of birth, permanent residential address and social security/ taxpayer identification number. We may also ask to see other identifying documents. If you do not provide the information, AMG Comvest Senior Lending Fund may not be able to open your account. By signing the Subscription Agreement, you agree to provide this information and confirm that this information is true and correct. If we are unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if we believe we have identified potentially criminal activity, we reserve the right to take action as we deem appropriate which may include closing your account.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make the representations on your behalf.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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In order to induce AMG Comvest Senior Lending Fund to accept this subscription, I (we) hereby represent and warrant as follows (Each account holder must hand-initial representations 1 – 9, to the extent applicable):
| Primary | Co- Investor | Co- Investor | ||||
1. I (we) have received the prospectus (as amended or supplemented) for AMG Comvest Senior Lending Fund at least five business days prior to the date hereof. |
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2. I (we) have (A) a minimum net worth (not including home, home furnishings and personal automobiles) of at least $250,000, or (B) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000. If I am an entity that was formed for the purpose of purchasing Common Shares, each individual that owns an interest in the entity meets this requirement. |
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3. I am (we are) a resident of Alabama, California, Idaho, Iowa, Kansas, Kentucky, Maine, Massachusetts, Missouri, Nebraska, New Jersey, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Tennessee, or Vermont and in addition to the general suitability requirements described above, I meet the higher suitability requirements, i any, imposed by my state of primary residence as set forth in the prospectus under “SUITABILITY STANDARDS.” If I am an entity that was formed for the purpose of purchasing Common Shares, each individual that owns an interest in the entity meets this requirement.
In the case of sales to fiduciary accounts, the minimum standards set forth in the prospectus under “SUITABILITY STANDARDS” shall be met by the beneficiary, the fiduciary, account, or, by the donor or grantor, who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary. |
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4. I am (we are) domiciled or have a registered office in the European Economic Area or in the United Kingdom, and qualify as (i) a “professional investor,” within the meaning of Annex II to Directive 2014/65/EU or the United Kingdom Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) as amended, as applicable, or (ii) a “certified sophisticated investor” as defined under the Financial Services and Markets Act 2000 of the United Kingdom. |
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5. I acknowledge that there is no public market for the Common Shares, Common Shares of this offering are not liquid and appropriate only as a long-term investment. |
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6. I am purchasing the Common Shares for my own account, or if I am purchasing Common Shares on behalf of a trust or other entity of which I am a trustee or authorized agent, I have due authority to execute this subscription agreement and do hereby legally bind the trust or other entity of which I am trustee or authorized agent. |
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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| Primary | Co- Investor | Co- Investor | ||||
7. I acknowledge that AMG Comvest Senior Lending Fund may enter into transactions with Comvest Partners affiliates that involve conflicts of interest as described in the prospectus. |
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8. I acknowledge that subscriptions must be submitted at least five business days prior to first day of each month and my investment will be executed as of the first day of the applicable month at the NAV per share as of the day preceding day. I acknowledge that I will not know the NAV per share at which my investment will be executed at the time I subscribe and the NAV per share as of the last day of each month will generally be made available at wealth.amg.com within 20 business days of the last day of each month. |
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9. I acknowledge that my subscription request will not be accepted any earlier than the first calendar day of each month. I acknowledge that I am not committed to purchase Common Shares at the time my subscription order is submitted and I may cancel my subscription at any time before the time it has been accepted as described in the previous sentence. I understand that I may withdraw my purchase request by notifying the transfer agent in writing or through my financial intermediary. |
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11. Signature |
If you do not have another broker-dealer or other financial intermediary introducing you to AMG Comvest Senior Lending Fund, then AMG Distributors, Inc. may be deemed to be acting as your broker-dealer of record in connection with any investment in AMG Comvest Senior Lending Fund. For important information in this respect, see Section 12 below.
I declare that the information supplied in this Subscription Agreement is true and correct and may be relied upon by AMG Comvest Senior Lending Fund. I acknowledge that the Broker / Financial Advisor indicated in Section 11 of this Subscription Agreement and its designated clearing agent, if any, will have full access to my account information, including the number of Common Shares I own, tax information (including the Form 1099) and redemption information. Investors may change the Broker / Financial Advisor of record at any time by contacting AMG Comvest Senior Lending Fund Investor Relations at the number indicated below at any time by contacting the transfer agent at (833) 752-9167.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Instructions for form W-9 will be provided upon request.
| ||
| ▲ Subscriber’s Name (print clearly) | ▲ Title (as applicable) | |
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| ▲ Subscriber’s Signature | ▲ Date | |
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| ▲ Additional Subscriber’s Name (if any, print clearly) | ▲ Additional Subscriber’s Title (as applicable) | |
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| ▲ Additional Subscriber’s Signature (if any) | ▲ Date | |
Financial Advisor Information
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| ▲ FA Name (Print clearly for proper record keeping) | ▲ Representative ID | |
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| ▲ Firm Name | ▲ Email Address | |
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| ▲ Phone | ||
Please note that unless previously agreed to in writing by AMG Comvest Senior Lending Fund, all sales of securities must be made through a Broker, including when an RIA has introduced the sale. In all cases, Section 11 must be completed.
The undersigned confirm(s), which confirmation is made on behalf of the Broker with respect to sales of securities made through a Broker, that they (i) have reasonable grounds to believe that the information and representations concerning the investor identified herein are true, correct and complete in all respects; (ii) have discussed such investor’s prospective purchase of Common Shares with such investor; (iii) have advised such investor of all pertinent facts with regard to the lack of liquidity and marketability of the Common Shares; (iv) have delivered or made available a current prospectus and related supplements, if any, to such investor; (v) have reasonable grounds to believe that the investor is purchasing these Common Shares for his or her own account; (vi) have reasonable grounds to believe that the purchase of Common Shares is a suitable investment for such investor, that such investor meets the suitability standards applicable to such investor set forth in the prospectus and related supplements, if any, and that such investor is in a financial position to enable such investor to realize the benefits of such an investment and to suffer any loss that may occur with respect thereto; and (vii) have advised such investor that the Common Shares have not been registered and are not expected to be registered under the laws of any country or jurisdiction outside of the United States except as otherwise described in the prospectus. The undersigned Broker, Financial Advisor or Financial Representative listed in Section 10 further represents and certifies that, in connection with this subscription for Common Shares, he/she has complied with and has followed all applicable policies and procedures of his or her firm relating to, and performed functions required by, federal and state securities laws, rules promulgated under the Securities Exchange Act of 1934, as amended, including, but not limited to Rule 151-1 (“Regulation Best Interest”) and FINRA rules and regulations including, but not limited to Know Your Customer, Suitability and PATRIOT Act (Anti Money Laundering, Customer Identification) as required by its relationship with the investor(s) identified on this document.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
If you do not have another broker-dealer or other financial intermediary introducing you to AMG Comvest Senior Lending Fund, then AMG Distributors, Inc. may be deemed to act as your broker of record in connection with any investment in AMG Comvest Senior Lending Fund. If you want to receive financial advice regarding a prospective investment in the Common Shares, contact your broker-dealer or other financial intermediary.
For access to our advisor portal, to download client statements, please visit wealth.amg.com.
Please print, sign, and scan this page if applicable.
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| ▲ FA Signature | ▲ Date | |
FINANCIAL ADVISORS: PLEASE ENSURE ALL FIELDS ARE COMPLETE PRIOR TO SUBMITTING THIS DOCUMENT.
Completed subscription agreements should be sent to:
U.S. Mail: AMG Comvest Senior Lending Fund c/o Ultimus Fund Solutions, LLC P.O. Box 46707 Cincinnati, OH 45246-0707
Overnight Mail: AMG Comvest Senior Lending Fund c/o Ultimus Fund Solutions, LLC 225 Pictoria Drive, Suite 450 Cincinnati, OH 45246 | Phone Number: (833) 752-9167 |
12. Other Important Information |
If investors participating in the Dividend Reinvestment Plan or making subsequent purchases of Common Shares of AMG Comvest Senior Lending Fund experience a material adverse change in their financial condition or can no longer make the representations or warranties set forth in Section 10 above, they are asked to promptly notify AMG Comvest Senior Lending Fund and the Broker in writing. The Broker may notify AMG Comvest Senior Lending Fund if an investor participating in the Dividend Reinvestment Plan can no longer make the representations or warranties set forth in Section 10 above, and AMG Comvest Senior Lending Fund may rely on such notification to terminate such investor’s participation in the Dividend Reinvestment Plan.
No sale of Common Shares may be completed until at least five business days after you receive the final prospectus. Subscribers are encouraged to read the prospectus in its entirety for a complete explanation of an investment in the Common Shares of AMG Comvest Senior Lending Fund.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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To be accepted, a subscription request must be made with a completed and executed Subscription Agreement in good order and payment of the full purchase price at least five business days prior to the first calendar day of the month (unless waived). All items on the Subscription Agreement, other than those marked optional, must be completed in order for your Subscription Agreement to be processed. You will receive a written confirmation of your purchase.
The Fund and the Managing Dealer will direct any dealers to transmit a copy of this executed Subscription Agreement or copy of the signature page of such agreement, stating among other things, the name of the purchaser, current address, and the amount of the investment to Ultimus Fund Solutions, LLC, together with a check or wire transfer.
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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Only complete pages 11 & 12 if you are establishing one of the following account types.
Charity/Welfare Organization Company Corporation Foundation/Endowment LLC (S-Corp) LLC (Other) Taft-Hartley Plan | Insurance LLC (C-Corp) LLC (Partnership) Partnership 401K |
I. GENERAL INSTRUCTIONS |
What is this form?
To help the U.S. government fight financial crime, U.S. Treasury Financial Crime Network regulation requires certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes.
Who has to complete this form?
To help the U.S. government fight financial crime, U.S. Treasury Financial Crime Network regulation requires certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes.
This form must be completed by the person opening a new account on behalf of a legal entity with any of the following U.S. financial institutions: (i) a bank or credit union; (ii) a broker or dealer in securities; (iii) a mutual fund; (iv) a futures commission merchant; or (v) an introducing broker in commodities.
For the purposes of this form, a legal entity includes a corporation, limited liability company, or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country. Legal entity does not include sole proprietorships, unincorporated associations, or natural persons opening accounts on their own behalf.
What information do I have to provide?
This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case of Non-U.S. Persons) for the following individuals (i.e., the beneficial owners):
(ii) Each individual, if any, who owns, directly or indirectly, 25 percent or more of the equity interests of the legal entity customer (e.g., each natural person that owns 25 percent or more of the shares of a corporation); and
(iii) An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer. Chief Financial Officer, Chief Operating Officer, Managing Member. General Partner, President, Vice President, or Treasurer).
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AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION SIGNATURE PAGES
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The number of individuals that satisfy this definition of “beneficial owner” may vary. Under section (i), depending on the factual circumstances, up to four individuals (but as few as zero) may need to be identified. Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30% equity interest). Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)).
The financial institution may also ask to see a copy of a driver’s license or other identifying document for each beneficial owner listed on this form.
II. CERTIFICATION OF BENEFICIAL OWNER(S) |
Persons opening an account on behalf of a legal entity must provide the following information:
| a. Name and Title of Natural Person Opening Account |
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| b. Name of Account |
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| c. Type of Account (S Corp, C Corp, Partnership, Etc.): |
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| d. Address of Legal Entity for Which the Account is Being Opened: |
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AMG FUNDS CERTIFICATION REGARDING BENEFICIAL OWNERS OF LEGAL ENTITY CUSTOMERS
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e. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above:
| Name | Date of Birth | Address (Residential Street Address) | For U.S. Persons: Social Security Number | For Non-U.S. Persons: Social Security Number, Passport Number and Country identification number1 | ||||||||||||
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(If no individual meets this definition, please write “Not Applicable” on the line below)
f. The following information for an individual with significant responsibility for managing the legal entity listed above, such as:
▲ An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member. General Partner, President, Vice President, Treasurer); or
▲ Any other individual who regularly performs similar functions.
(If appropriate, an individual listed under section (e) above may also be listed in this section (f)).
| Name | Date of Birth | Address (Residential Street Address) | For U.S. Persons: Social Security Number | For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar Identification1 | ||||||||||||
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I, (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.
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| ▲ Signature | ▲ Date | |
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| ▲ Legal Entity Identifier (If Obtained) | ||
| 1 | In lieu of a passport number, Non- U.S. Persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. |
A-19
AMG Comvest Senior Lending Fund
Maximum Offering of $2,000,000,000 in Common Shares
PROSPECTUS
You should rely only on the information contained in this prospectus. No intermediary, salesperson or other person is authorized to make any representations other than those contained in this prospectus and supplemental literature authorized by AMG Comvest Senior Lending Fund and referred to in this prospectus, and, if given or made, such information and representations must not be relied upon. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.
December 13, 2024
