UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 10-K

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

 FOR THE FISCAL PERIOD ENDED DECEMBER 31,
 2024

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

 COMMISSION FILE NUMBER: 814-01764

 Lord Abbett
Private Credit Fund

 (Exact name of registrant as specified in its charter)

 Delaware

 93-4670837

 (State of Organization)

 (I.R.S. Employer Identification Number)

 30 Hudson Street

 Jersey City, New Jersey

 07302

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code:( 888) 522-2388

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 None

 None

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

Common Shares of Beneficial Interest, par value $0.01 per share

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to
file reports pursuant to Section 14 or Section 15(d) of the Act. Yes
No

 Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant

 was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.

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

 If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of February 28, 2025, there was no established public market
for the registrant's common shares.

 The number of shares of the registrant's common shares of
beneficial interest, par value $0.01 per share, outstanding as of February 28, 2025 was 9,853,990.

 Documents Incorporated by Reference: None

 Auditor Firm ID:
 Auditor Name:
 Deloitte & Touche LLP
 Auditor Location:
 30 Rockefeller Plaza,
 New York, NY 10112

 Cautionary Statement

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Consolidated Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Trustee Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

 This Yearly Report on Form 10-K contains forward-looking
statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and
other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts,
but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments,
our industry, our beliefs and opinions and our assumptions. We are externally managed by Lord Abbett Private Credit Advisor LLC
(the "Adviser"), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"). Words such as "anticipates," "expects," "intends," "plans," "will,"
"may," "continue," "believes," "seeks," "estimates," "would,"
"could," "should," "targets," "projects," "potential," "predicts,"
and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are
not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control
and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
statements, including:

 •
 our future operating results;

 •
 our business prospects and the prospects of our portfolio companies;

 •
 risk associated with possible disruptions in our operations or the
economy generally;

 •
 changes in the general interest rate environment;

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

 •
 our contractual arrangements and relationships with third parties;

 •
 actual and potential conflicts of interest with our Adviser and its
affiliates;

 •
 the dependence of our future success on the general economy and its
effect on the industries in which we invest;

 •
 the ability of our portfolio companies to achieve their objectives;

 •
 the use of borrowed money to finance a portion of our investments;

 •
 the adequacy of our financing sources and working capital;

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

 •
 the ability of our Adviser to locate suitable investments for us
and to monitor and administer our investments;

 •
 the ability of our Adviser and its affiliates to attract and retain
highly talented professionals;

 •
 our ability to qualify and maintain our qualification as a BDC and
as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code");

 •
 the impact on our business of U.S. and international financial reform
legislation, rules and regulations;

 •
 the effect of changes in tax laws and regulations and interpretations
thereof; and

 •
 the risks, uncertainties and other factors we identify under "Item
1A. Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q.

 Although we believe that the assumptions on
which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a
result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties,
the inclusion of a projection or forward-looking statements in this Yearly Report on Form 10-K should not be regarded as a representation
by us that our plans and objectives will be achieved. This Yearly Report on Form 10-K contains forward-looking statements, which
may relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including,
but not limited to, those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in
this Yearly Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which apply only as of
the date of this Yearly Report on Form 10-K. Moreover, we assume no duty and do not undertake to update the forward-looking statements.
You are advised to consult any additional disclosures that we make directly to you or through reports that we may file with the
Securities and Exchange Commission (the "SEC") in the future, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K.

 Item 1. Business

 We were formed on November 27, 2023, as
a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a Delaware statutory
trust and were renamed Lord Abbett Private Credit Fund. Throughout this Form 10-K, we refer to Lord Abbett Private Credit Fund
as the " Company ", " we ", " us " or " our." We are a non-diversified,
closed-end management investment company that elected to be regulated as a business development company (" BDC ")
under the Investment Company Act of 1940, as amended (" 1940 Act "), on October 4, 2024. Our investment objective
is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated,
senior secured loans to U.S. middle market companies. We intend to invest in loans targeted at private U.S. operating companies
whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended,
and public U.S. operating companies having a market capitalization of less than $250,000,000.

 We are externally managed by Lord Abbett Private
Credit Advisor LLC (the " Adviser "), which is a wholly-owned subsidiary of Lord, Abbett & Co. LLC. We intend
to elect to be treated for federal income tax purposes, and intend to qualify annually thereafter, as a regulated investment company
(" RIC ") under the Internal Revenue Code of 1986, as amended (the " Code "). Prior to the date
of the Company's election to be regulated as a BDC under the 1940 Act (the " BDC Election Date "), we conducted
our investment activities and operations pursuant to the exclusion from the definition of an "investment company" in
Section 3(c)(7) of the 1940 Act. Prior to the BDC Election Date, we were taxed as a partnership for U.S. federal income tax purposes.

 We
are a non-exchange traded, perpetual-life BDC, which is a BDC whose shares of beneficial interest are not listed for trading
on a stock exchange or other securities market. We use the term "perpetual-life BDC" to describe an investment
vehicle of indefinite duration, whose shares of beneficial interest are intended to be sold across multiple closings on an
ongoing basis. In our perpetual-life structure, we may offer investors an opportunity to repurchase their Common Shares (as
defined below) on a quarterly basis at net asset value (" NAV "), but
we are not obligated to offer to repurchase any shares in any particular quarter in our discretion. We believe that our
perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market
environments. This may reduce the risk of the Company being a forced seller of assets in market downturns compared to
non-perpetual funds. While we may consider a Liquidity Event (as defined below) at any time in the future, we currently do
not intend to undertake a Liquidity Event, and we are not obligated by our organizational documents or otherwise to effect a
Liquidity Event at any time.

 We intend to issue our common shares of beneficial
interest, $0.01 par value per share (the " Common Shares ") at a price that we believe reflects the NAV per Common
Share as determined in accordance with the Adviser's valuation policy. The Company's
Board of Trustees (the " Board " or the " Board of Trustees ") has
approved the Adviser's valuation policy and is responsible for overseeing its application, and has designated the Adviser
as the Company's valuation designee under Rule 2a-5 under the 1940 Act.

 Each
issuance of Common Shares will be subject to the limitations of Section 23(b) under the 1940 Act, which generally prohibits us
from issuing Common Shares at a price below the then-current NAV of the Common Shares as determined within 48 hours, excluding
Sundays and holidays, of such issuance (taking into account any investment valuation adjustments from the latest quarterly valuation
date in accordance with the Adviser's valuation policy), subject to certain exceptions. We reserve the right, in our sole
discretion and at any time, to issue Common Shares to investors of our continuous private offering of Common Shares at
a price set above the NAV per share based on a variety of factors in order to fairly allocate initial offering, organizational
and other expenses to such investors.

 Our offering is a "best efforts"
offering, which means that Lord Abbett Distributor LLC, the Company's principal placement agent for the offering and an affiliate
of the Adviser (the " Placement Agent "), will use its best efforts to sell Common Shares, but is not obligated
to purchase or sell any specific amount of Common Shares in the offering. Other broker-dealers
will be engaged by the Placement Agent to assist in the sale of the Common Shares on a best efforts basis.

 Subject to the supervision of the Board, a
majority of which consists of trustees who are not "interested persons" as defined in Section 2(a)(19) of the 1940
Act (" Independent Trustees "), the Adviser manages the Company's day-to-day operations and provides the
Company with investment advisory services pursuant to the terms of an investment advisory agreement between the Company and the
Adviser (the " Advisory Agreement "). Lord, Abbett & Co. LLC (the " Administrator " or " Lord
Abbett ") performs, or oversees the performance of, the Company's corporate operations and required administrative
services pursuant to the terms of an administration

 agreement (the " Administration Agreement "). Trustees who
are "interested persons" as defined in Section 2(a)(19) of the 1940 Act are referred to herein as " Interested
Trustees."

 The Adviser

 We are externally managed by the Adviser, a
registered investment adviser under the Advisers Act. Subject to the overall supervision of the Board and in accordance with the
1940 Act, the Adviser manages our day-to-day operations and provides us with investment advisory services pursuant to the Advisory
Agreement. Under the Advisory Agreement, the Adviser is responsible for originating prospective investments, conducting due diligence
investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring
our investments and portfolio companies on an ongoing basis. Pursuant to Rule 2a-5, the Board has designated the Adviser as the
valuation designee responsible for valuing all of the Company's investments, including making fair valuation determinations
as needed.

 The Adviser is a Delaware limited liability
company, located at 30 Hudson Street, Jersey City, New Jersey 07302. The management of our investment portfolio is the responsibility
of the Adviser's Private Credit Investment Committee (the " Private Credit Investment Committee ").
See " Item 1. Business — Portfolio Management " for more information regarding the Private Credit Investment
Committee.

 The Adviser has entered into a Resource Sharing
Agreement (the " Resource Sharing Agreement ") with Lord Abbett, pursuant to which Lord Abbett provides the Adviser
with access to the resources of Lord Abbett, including the Investment Team (as defined below), so as to enable the Adviser to fulfill
its obligations under the Advisory Agreement. Through the Resource Sharing Agreement, the Adviser capitalizes on the deal origination,
credit underwriting, due diligence, research, investment structuring, execution, portfolio management and monitoring experience
of Lord Abbett's investment professionals.

 The Administrator

 The Administrator provides, or oversees the
performance of, administrative and compliance services necessary for the Company's operations, including, but not limited
to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight
of our other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing
materials and coordinating meetings of our Board, managing the payment of expenses, the payment and receipt of funds for investments
and the performance of administrative and professional services rendered by others and providing office space, equipment and office
services. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under
the Administration Agreement to an affiliate or to a third party and we will reimburse the Administrator for any services performed
for us by such affiliate or third party. The Administrator has hired State Street Fund Services, Inc. (the " Sub-Administrator ")
to assist in the provision of administrative services. The Sub-Administrator receives compensation for its sub-administrative services
under a sub-administration agreement (the " Sub-Administration Agreement ").

 Lord Abbett is a registered investment adviser
under the Advisers Act. Lord Abbett is located at 30 Hudson Street, Jersey City, New Jersey 07302. Founded in 1929, Lord Abbett
manages one of the nation's oldest mutual fund complexes and manages approximately $214 billion in assets across a full range
of mutual funds, institutional accounts, and separately managed accounts, including $1.4 billion for which Lord Abbett provides
investment models to managed account sponsors as of December 31, 2024. Lord Abbett also serves as the administrator for all of
the mutual funds and closed-end funds for which it or an affiliate of Lord Abbett serves as investment adviser.

 Private Offering of Common Shares

 We are conducting a continuous private offering
of our Common Shares in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the
" Securities Act "), including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder, Regulation S under the Securities Act and/or other exemptions from the registration requirements of the
Securities Act. In connection with the offering, we have entered into, and expect to continue to enter into, subscription agreements
with investors (each, a " Subscription Agreement "). An investor will make a capital contribution pursuant to
a Subscription Agreement and will become a common shareholder in the Company bound by the terms of our organizational documents.

 Each prospective investor in the offering of
Common Shares will be required to represent that it (i) is an "accredited investor" as defined in Rule 501(a) of Regulation
D (an " accredited investor ") under the Securities Act or, in the case of offers and sales outside of the United
States to a prospective investor that is not an accredited investor, is not a "U.S. person" in accordance with Regulation
S under the Securities Act, and (ii) is acquiring the Common Shares purchased by it for investment and not with a view to resale
or distribution. Prior to the BDC Election Date, subscriptions were accepted only from persons who were also "qualified purchasers"
under the 1940 Act.

 We will endeavor to take all reasonable actions
to avoid interruptions in the continuous private offering. Although the Common Shares in the offering are being sold under the
exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities
Act and/or other exemptions from the registration requirements of the Securities Act, there can be no assurance that we will not
need to suspend our offering for various reasons, including but not limited to regulatory review from the SEC and various state
regulators, to the extent applicable.

 Investors may generally sell, offer for sale,
agree to sell, exchange, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose of or agree to
dispose of, in any case whether directly or indirectly (each, a " Transfer ") their Common Shares provided that
the transferee, as applicable, satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made
in accordance with applicable securities, tax, anti-money laundering and other applicable laws and compliance with the terms of
the Subscription Agreement. No Transfer will be effectuated except by registration of the Transfer on the Company's books.
Each transferee must agree to be bound by the restrictions set forth in the Subscription Agreement and all other obligations as
an investor in the Company.

 Purchase Price and Fees

 We intend to issue our Common Shares at an
offering price that we believe reflects the NAV per Common Share as determined in accordance with the Adviser's valuation
policy. The Board has approved the Adviser's valuation policy and is responsible for overseeing its application, and has
designated the Adviser as the Company's valuation designee under Rule 2a-5 under the 1940 Act.

 Each issuance of Common Shares will be subject to the limitations
of Section 23(b) under the 1940 Act, which generally prohibits us from issuing Common Shares at a price below the then-current
NAV of the Common Shares as determined within 48 hours, excluding Sundays and holidays, of such issuance (taking into account any
investment valuation adjustments from the latest quarterly valuation date in accordance with the Adviser's valuation policy),
subject to certain exceptions. We reserve the right, in our sole discretion and at any time, to issue Common Shares to investors
of this continuous private offering of Common Shares at a price set above the NAV per share based on a variety of factors in order
to fairly allocate initial offering, organizational and other expenses to such investors.

 Our offering is a "best efforts"
offering, which means that the Placement Agent will use its best efforts to sell Common Shares, but is not obligated to purchase
or sell any specific amount of Common Shares in the offering. Other broker-dealers will be engaged by the Placement Agent to assist
in the sale of the Common Shares on a best efforts basis.

 We entered into a placement agent agreement
(the " Placement Agent Agreement ") with the Placement Agent, pursuant to which the Placement Agent agreed to,
among other things, manage our relationships with third-party brokers engaged by the Placement Agent to participate in the distribution
of Common Shares, which we refer to as " participating brokers," and financial advisers. The Placement Agent
also coordinates our marketing and distribution efforts with participating brokers and their registered representatives with respect
to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription
procedures. The Adviser may use its management fee revenues, as well as its past profits or its resources from any other source,
to pay the Placement Agent for expenses incurred in connection with providing services intended to result in the sale of Common
Shares of the Company and/or shareholder support services. We will not pay referral or similar fees to any accountants, attorneys
or other persons in connection with the distribution of our Common Shares.

 If you buy our Common 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 selling agents limit such charges to a 3.5% cap on NAV for our
Common Shares. The Placement Agent intends to enter into placement agreements with broker-dealers in connection with the offering
of our Common Shares. In connection with the sales of our Common Shares, these broker-dealers may charge investors a placement
fee (the " Upfront Sales Load "), subject to the discretion of the broker-dealer. Any Upfront Sales Load is

 not
part of (and is in addition to) an investor's aggregate purchase price for its Common Shares and will be directly charged
to such investor. Investors should contact their broker-dealer for information on any such fees.

 The Adviser may pay additional compensation,
out of its own funds and not as an additional charge to the Company or investors, to selected brokers, dealers or other financial
intermediaries, including affiliated broker dealers, for the purpose of introducing a selling agent to the Company and/or promoting
the recommendation of an investment in the Common Shares. Such payments made by the Adviser may be based on the aggregate purchase
price of investors in the Company as determined by the Adviser. The amount of these payments is determined from time to time by
the Adviser and may be substantial.

 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 securities exchange and do not expect there to be
a public market for our Common Shares. As a result, if you purchase the Common Shares, your ability to sell your Common Shares
will be limited. At the discretion of the Board, the Company intends to commence a share repurchase program in which the Company
intends to repurchase, in each quarter, up to 5% of the Common Shares outstanding (by number of Common Shares) as of the close
of the previous calendar quarter. See " Share Repurchase Program " below.

 Share Repurchase Program

 We do not intend to list our Common Shares
on a securities exchange and we do not expect there to be a public market for our Common Shares. As a result, if you purchase our
Common Shares, your ability to sell your Common Shares will be limited.

 We intend to commence a share repurchase program
in which we intend to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of Common Shares) as of
the close of the previous calendar quarter. Our Board may amend, suspend or terminate the share repurchase program 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 Company or listing of our
Common Shares on a national securities exchange.

 We expect to repurchase shares pursuant to
tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter.
We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act
and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be
authorized and unissued shares.

 You may tender all of the Common Shares that
you own. There is no repurchase priority for a shareholder under the circumstances of death or disability of such shareholder.

 In the event the amount of Common Shares tendered
exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be
resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We will
have no obligation to repurchase shares, including if the repurchase would violate the restrictions on distributions under federal
law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests
made in any quarter. Our share repurchase program has many limitations, including the limitations described above, and should not
in any way be viewed as the equivalent of a secondary market.

 We will offer to repurchase shares on such
terms as may be determined by our Board in its complete and absolute discretion unless, in the judgment of our Independent Trustees,
such repurchases would not be in the best interests of our shareholders or would violate applicable law. There is no assurance
that our Board will exercise its discretion to offer to repurchase shares or that there will be sufficient funds available to accommodate
all of our shareholders' requests for repurchase. As a result, we may repurchase less than the full amount of Common Shares
that you request to have repurchased. If we do not repurchase the full amount of your Common Shares that you have requested to
be repurchased, or we determine not to make repurchases of our Common Shares, you will likely not be able to dispose of your Common
Shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with
the RIC qualification and diversification rules and the 1940 Act. Shareholders will not pay a fee to us in connection with our
repurchase of Common Shares under the share repurchase program.

 The Company will repurchase shares from shareholders
pursuant to written tenders on terms and conditions that the Board determines to be fair to the Company and to all shareholders.
When the Board determines that the Company will repurchase shares, notice will be provided to shareholders describing the terms
of the offer, containing information shareholders should consider in deciding whether to participate in the repurchase opportunity
and containing information on how to participate. Shareholders deciding whether to tender their shares during the period that a
repurchase offer is open may obtain the Company's most recent NAV per share on our website at: www. LABDC.com. However, our
repurchase offers will generally use the NAV on or around the last business day of a calendar quarter, which will not be available
until after the expiration of the applicable tender offer, so you will not know the exact price of Common Shares in the tender
offer when you make your decision whether to tender your Common Shares.

 Repurchases of Common Shares from shareholders
by the Company will be paid in cash promptly after the expiration of any tender offer as required by federal securities laws governing
tender offers. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of Common
Shares from shareholders by the applicable repurchase offer deadline. The Company does not impose any charges in connection with
repurchases of Common Shares. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter
will be authorized and unissued shares.

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

 In the event that any shareholder fails to
maintain the minimum balance of $2,500 of our Common Shares, we may, at the time of such failure or any time subsequent to such
failure, repurchase all of the Common Shares held by that shareholder at the repurchase price in effect on the date we determine
that the shareholder has failed to meet the minimum balance. Minimum account repurchases will apply even in the event that the
failure to meet the minimum balance is caused solely by a decline in our NAV.

 Payment for repurchased shares may require
us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially
resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser
intends to take measures, subject to policies as may be established by our Board, to attempt to avoid or minimize potential losses
and expenses resulting from the repurchase of Common Shares.

 Investment Objectives and Strategy

 Overview

 Our investment
objective is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly
originated, senior secured loans to U.S. middle market companies. We define "middle-market companies" as companies
that, in general, generate annual earnings before interest, taxes, depreciation and amortization (" EBITDA ")
in the range of $10 million to $100 million. Under normal circumstances, we will invest
at least 80% of our total assets (which includes net assets plus borrowings for investment purposes) in private credit instruments,
which may include loans, notes, bonds and other corporate debt securities issued by corporate issuers. We
anticipate that the portfolio will be composed of primarily first lien, senior secured and unitranche loans (including first-out/last-out
loans) and, to a lesser extent, second lien, unsecured or subordinated debt, as well as other debt and equity securities.
We do not expect to invest in companies that are start-up in nature, companies that have
speculative business plans, or companies that are distressed or in need of rescue financing. While
we intend to focus our sourcing efforts on directly originated investments, we may purchase interests in loans or make other debt
investments through secondary market transactions or directly from target companies as part of a larger syndicated group.
Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the
proceeds of which may refinance or otherwise repay debt or other securities in companies whose debt or other securities are owned
by Lord Abbett's funds or affiliated funds.

 The
senior secured and unitranche loans in which we expect to invest will generally have floating interest rates based upon a variable
base rate, such as the Secured Overnight Financing Rate (" SOFR ").
Occasionally, we may be entitled to interest rate floors as well. The senior secured
and unitranche loans will generally have stated terms of five (5) to eight (8) years, and any unsecured or subordinated debt investments
that we make will generally have stated terms of up to ten years, but the expected average life of such loans and securities are
expected to range between three (3) and seven (7) years. "Unitranche" loans are first lien loans that extend
deeper in a borrower's capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority
between different lenders in such loans. In a number of instances, we may find another lender to provide the "first-out"
portion of a unitranche loan while we retain the "last-out" portion of such loan, in which case, the "first-out"
portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts
due thereunder as compared to the "last-out" portion that we would continue to hold. In exchange for taking greater
risk of loss, the "last-out" portion generally earns a higher interest rate than the "first-out" portion
of the loan. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than
newly issued investments. Our debt investments are generally not rated by a nationally recognized statistical rating organization,
but, when investments are rated, they generally will carry a rating below investment grade (rated lower than "Baa3"
by Moody's Investors Service or lower than "BBB-" by Standard & Poor's Ratings Services), which are
often referred to as "leveraged loans," "high yield" or "junk" debt investments and may be
considered "high risk" or speculative compared to debt investments that are rated investment grade. Such issuers are
considered more likely than investment grade issuers to default on their payments of interest and principal, and such risk of
default could reduce the Company's NAV and income distributions to shareholders. They may also be illiquid and difficult
to value. Our investments are subject to a number of risks. See
" Item 1A. Risk Factors " below.

 An originated
loan is a loan where we, along with other funds and client accounts managed by the Adviser and/or its affiliates, lend directly
to the borrower and hold the loan generally on our own or in a small group with other affiliated 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.

 We may invest in, or obtain exposure to, obligations
that may be "covenant-lite," which means such obligations lack certain financial maintenance covenants. While these
loans may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made
by the same borrower, as it does not require the borrower to provide affirmation that certain specific financial tests have been
satisfied on a routine basis as is required under a covenant-heavy loan agreement. Should a loan we hold begin to deteriorate in
quality, our ability to negotiate with the borrower may be delayed under a covenant-lite loan compared to a loan with full maintenance
covenants. This may in turn delay our ability to seek to recover its investment.

 To
enhance our returns, we intend to use leverage in the form of borrowings, including loans from certain financial institutions
and the issuance of debt securities, as market conditions permit and at our sole discretion. We have and expect to continue
using leverage during our first year of operation. We currently have two credit facilities and may establish more credit
facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. In no
event will the leverage we employ exceed the limitations set forth in the Investment Company
Act, under which we are permitted to issue multiple classes of indebtedness and one class of equity securities senior to the
Common Shares as long as our asset coverage ratio, as defined in the Investment Company
Act, would at least equal 150% immediately after each such issuance. These
borrowings may be used for a variety of purposes, including to enhance returns, bridge fundings for investments in advance of
drawdowns under any subscription lines of credit, provide the Company with
sufficient liquidity in order to meet quarterly share repurchase targets, as part of our investment program, to meet other
short-term liquidity needs, including to pay the investment advisory fees under the Advisory Agreement between us and the
Adviser, to pay operating expenses, and to facilitate our hedging activities, if any. Sources
of leverage for us may include the issuance of senior securities and other credit facilities (secured by our portfolio
investments and/or pledges of investors' undrawn commitments), financing of subsidiaries, unsecured debt,
collateralized loan obligation (" CLO ") liabilities and any
other form of permitted leverage. We may also use leverage in the form of
preferred shares, but do not currently intend to issue preferred shares. In
determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of such proposed
borrowings as well as the risks of such borrowings compared to our investment outlook. Any
such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.
See " Item 1A. Risk Factors " below for a further discussion of
the risk inherent in employing leverage.

 The use
of borrowed funds to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing
funds would be borne by the shareholders indirectly through their interests in the Company.
See "Item 1A. Risk Factors"
below for a discussion of the risk inherent in employing leverage.

 We
generally intend to distribute substantially all of our available earnings annually by paying distributions on a monthly basis
commencing in calendar year 2025, as determined by our Board in its
discretion.

 As a
BDC, we may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to
as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.
" Qualifying Assets " are generally privately offered securities issued
by U.S. private companies or thinly traded public companies. We may also invest up
to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S.
companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from
a large universe of private equity sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well
as internal Lord Abbett resources.

 While
the Company 's investment program is expected to focus primarily on debt investments,
the Company may make investments that include equity or equity features, such as a
direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest
in a portfolio company. Any warrants that the Company
may receive with debt securities will generally require only a nominal cost to exercise. Therefore,
as a portfolio company appreciates in value, the Company may achieve additional investment
returns from these equity investments. The Company may structure warrants to include
provisions protecting the Company 's rights as a minority interest holder, as
well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events.
In many cases, the Company may also obtain registration
rights in connection with these equity investments, which may include demand and "piggyback" registration rights.

 The particular
strategies that the Adviser will utilize will depend on the specific opportunities that arise. While
it is currently expected that the Company will target investments in or related to
middle-market companies in the United States, the Adviser will have the flexibility to choose opportunities and strategies as events
and market conditions dictate, and will not be bound by any concentration limits or diversification guidelines relating to asset
type, investment or geographic sector or strategy, other than those required under the 1940 Act and Subchapter M of the Code.

may enter into hedging transactions, which may utilize instruments such as forward contracts, currency options and interest rate
swaps, collars and floors to seek to hedge against fluctuations in the relative values of the Company 's
portfolio positions from changes in currency exchange rates and market interest rates.

 Because
the Company is classified as a non-diversified fund, the Adviser may invest a significant
percentage of the Company 's assets in a single issuer, subject to the diversification
requirements under Subchapter M of the Code.

 There
can be no assurance that the Company 's investment objectives will be achieved
or that the investment strategies employed by the Adviser will be successful.

 Our investments
are subject to a number of risks. See "Item 1. Business
– Investment Objectives and Strategy" and "Item
1A. Risk Factors."

 Market Opportunity

 We will primarily focus on providing directly
originated senior secured loans to U.S. companies, with a particular emphasis on the U.S. middle-market. We believe that there
are, and will continue to be, attractive investment opportunities in this asset class for the following reasons:

 •
 Favorable market dynamics have created robust demand for private
debt capital. Increased regulation and capital requirements across the global financial system have reduced leveraged lending
activity to middle-market companies from traditional financing sources such as regional and commercial banks, creating a void that
is increasingly being filled by private debt capital. At the same time, large borrowers that have historically accessed debt capital
in the public markets (defined as the broadly syndicated loan market and the high yield market) are increasingly turning to private
debt capital versus public market alternatives, due to speed and certainty of execution, an ability to tailor loan structures to
fit their specific needs and increased confidentiality. These positive long-term forces have resulted in the share of private capital
as a percentage of the overall leveraged credit market increasing consistently over time.

 •
 Large and growing U.S. middle market provides a significant
landscape of potential investment opportunities. The U.S. middle market represents a large portion of the overall U.S.
economy. According to the National Center for the Middle Market, as of December 31, 2023, the U.S. middle market included nearly
200,000 companies, represented one-third of U.S. private-sector gross domestic product, and employed approximately 48 million people
(or around 25% of the nation's workforce). Middle market companies also have been growing at a faster rate than larger companies,
with 2023 year-over-year revenue growth of 12.4% (compared to 0.5% for the S&P 500) and 2023 employment growth of 9.6% (compared
to 0.1% for ADP Large Corporations), oftentimes leading to the need for capital investments to support these growth trends.

 •
 Large amounts of private equity "dry powder" expected
to drive continued demand for private credit. Private equity activity typically drives a significant portion of leveraged
lending activity. According to Preqin, there was over $1.5 trillion of available but undrawn capital from private equity firms
focused on the North American market as of June 30, 2024. These record amounts of private equity "dry powder" are likely
to translate into significant demand for private debt capital to finance future private equity backed transactions.

 •
 Attractive features of the private credit asset class.
The Company's investments will consist primarily of privately-originated senior secured loans with attractive risk-return
features. First lien and unitranche loan have historically provided a 100 to 200 basis point yield premium to public debt while
providing excellent downside protection by being both senior and secured in the capital structure. The loan's seniority results
in priority of payment over junior creditors and equity holders, while security in the issuer's assets can help result in
greater negotiating leverage with issuers and other creditors in the event of a default, both of which can help recoveries in the
event of underperformance. Private loans are typically structured with more comprehensive covenant protections compared to the
public market debt, which can help limit credit risk and allow lenders an earlier "seat at the table" to protect their
investments.

 The foregoing information is with respect to
past performance of certain markets and indices, only, and does not reflect the actual or expected performance of the Company.
There can be no guarantee that the Company will achieve results resembling these metrics or that market circumstances in the future
will be comparable.

 Competitive Advantages

 We believe we will be able to execute on our
investment objective due to our competitive strengths. These strengths include:

 •
 Lord Abbett's multi-decade history, substantial scale
and extensive experience in the leveraged credit markets. As a pioneer in leveraged credit since the 1970s, Lord Abbett
has one of the deepest and most experienced credit research platforms in the industry. As part of Lord Abbett, the Adviser has
access to this platform to help make more informed and efficient investment decisions. In total, Lord Abbett has 31 dedicated credit
research analysts who average more than 20 years of industry experience as of December 31, 2024. The research team's narrow
industry focus promotes a deep research capability, timely identification of sector trends and opportunities, as well as proactive
idea generation. As part of the due diligence and underwriting process for each potential investment, the Adviser intends to access
and review relevant Lord Abbett industry research and engage directly with the industry analysts. These proprietary industry insights
allow the Adviser to improve portfolio construction and help better assess potential downside risks, allowing it to gain conviction
on investments and/or avoid investments that have subtle industry headwinds or competitive pressures that might otherwise appear
attractive.

 •
 Dedicated team of seasoned private credit investors.
The Adviser's investment team is comprised of investment professionals with extensive experience in private credit (the " Investment
Team "), with the portfolio managers averaging more than 20 years of experience and operating through multiple economic
cycles. As part of the review process on each investment opportunity, the Adviser employs a disciplined and rigorous multi-stage
investment process that includes intensive credit analysis focused on capital preservation as well as careful structuring and negotiating
of transaction documentation to protect the Company's investments. Post-closing, the Adviser remains actively involved in
monitoring the Company's investments in order to mitigate potential risks to the portfolio.

 •
 Well-positioned at the cross-section of the private and public
credit markets. While the traditional middle-market will be a core focus for the Company given the attractive risk-return
profile in this part of the market, the Adviser will also selectively

 invest in larger companies as they increasingly choosing
private credit solutions over public market alternatives. Lord Abbett's long history with borrowers and financial sponsors
in this part of the market provides access to a broader landscape of potential private credit opportunities for both middle-market
and larger companies, compared to many other direct lenders that solely focus on the middle market. By accessing the broadest pipeline
of potential investment opportunities, the Adviser can maximize investment selectivity.

 •
 Strong alignment of interest with investors. The alignment
of interests of our firm and key professionals with those of the investors in the Company is a core philosophy of our business.
To create this alignment, Lord Abbett plans to invest over $800 million in the Company through several of its flagship funds. In
addition, we expect that key members of the Investment Team as well as Lord Abbett partners will make investments in the Company
in order to motivate the continued high-performance and retention of our team of professionals.

 The Board

 Overall responsibility for the Company's
oversight rests with the Board. We have entered into the Advisory Agreement with the Adviser, pursuant to which the Adviser will
manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and other service providers in our
operations in accordance with the provisions of the 1940 Act, the Company's bylaws (" Bylaws ") and applicable
provisions of state and other laws. The Adviser will keep the Board well informed as to the Adviser's activities on our behalf
and our investment operations and provide the Board with additional information as the Board may, from time to time, request. The
Trustees are experienced executives who meet periodically throughout the year to oversee the Company's activities, including,
among other things, the oversight of our investment activities, the valuation of our assets, review of contractual arrangements
with companies that provide services to the Company, oversight of our financing arrangements and corporate governance activities.
The Board is currently composed of five members, three of whom are Trustees who are not "interested persons" of the
Company or the Adviser as defined in the 1940 Act.

 Investment Philosophy

 Our investment philosophy is to implement a
highly selective review process that emphasizes capital preservation while generating strong risk-adjusted returns. We employ a
patient, disciplined and rigorous investment process to evaluate all potential investment opportunities with a strength of conviction,
which includes a multi-stage review process that focuses on intensive credit analysis, careful and selective structuring and negotiation
of loan documentation (with a focus on investing senior in the capital structure and negotiating strong covenant protections) and
active management of the portfolio with regular and ongoing performance reviews of portfolio companies along with frequent contact
with management teams and equity owners.

 Investment Selection/Criteria

 Target companies for the Company typically
have some (if not all) of the following characteristics:

 •
 Leading and defensible market positions with identifiable and sustainable
competitive advantages, with strong competitive barriers to entry

 •
 Established products and services with high switching costs

 •
 Long-tenured and diversified customer and supplier base

 •
 Experienced management teams with strong track records

 •
 For private-equity backed transactions, high quality financial sponsors
that have a history of creating value and have the capability to contribute additional capital if necessary

 •
 High free cash flow with an ability to generate sufficient cash flow
and profitability to service debt obligations in a range of economic environments

 •
 Strong asset and enterprise values supportive of attractive loan
to value profiles

 These criteria provide general guidelines for
the Adviser's investment decisions. We will seek to construct a diversified portfolio of investments across a broad range
of industries.

 Investment Process Overview

 Sourcing and Origination

 In sourcing and originating investment opportunities
for the Company, the Adviser maintains a broad network of relationships with private equity firms, financial intermediaries (e.g.,
middle-market and large investment banks, accounting firms, legal firms and other industry contacts) as well as other direct lending
firms to collaborate with on "club" deals. In addition, we have access to investment opportunity idea generation through
Lord Abbett's credit research team, which consists of over 20 industry-focused research analysts that cover over 2,500 corporate
issues. As the public and private credit markets continue to converge, we believe we will have one of the broadest origination
networks across both the traditional middle market as well as larger borrowers looking to access private debt capital.

 Initial Review

 During the initial review process, the Investment
Team first analyzes financial and qualitative information provided by the target company and its advisors. In the early stages
of evaluation, our Adviser will assess the health of the industry of the target company, competitive dynamics, growth prospects
and cash flow profile, as well as consider the experience and depth of the management team and financial sponsor (if applicable).
The initial review also includes a high-level discussion of proposed economic and structuring terms ahead of a full due diligence
review. A summary of this information is compiled into a short "screening memo" distributed to the Private Credit Investment
Committee for discussion purposes. If there is consensus to proceed (required majority vote of the Private Credit Investment Committee),
the Private Credit Investment Committee and Investment Team will typically agree upfront on key due diligence items that need to
be evaluated and acceptable outcomes required prior to approval of an investment. This step is crucial in creating as objective
of a review process as possible (following completion of due diligence) and reducing any potential bias by the Investment Team
to support the transaction later in the process.

 Detailed Due Diligence and Intensive Credit
Analysis

 Upon approval from the Private Credit Investment
Committee to proceed, the Investment Team moves to the next phase of the process, which includes detailed due diligence and an
intensive credit analysis of the borrower and generally includes the following:

 •
 Detailed review of the company, including relative positioning and
profitability

 •
 Thorough review of the industry, including historical and projected
growth rates, peak-to-trough variability through economic cycles, key industry trends impacting the industry structure and a detailed
analysis of the competitive dynamics

 •
 Detailed review of the company's historical, pro forma and
projected financial information

 •
 Creation of various financial models (including a base case and downside
case) to evaluate profitability and cash flow profiles under multiple economic and operating scenarios, with an emphasis on determining
whether there is adequate liquidity to service debt obligations and handle unanticipated cash flow shortfalls in the business in
downside scenarios

 •
 Participation in one or more management presentations, including
management interviews and on-site visits to the company's headquarters and/or facilities (if available)

 •
 Extensive review and examination of material contracts and other
customer and supplier information, which sometimes includes calls with key customers and suppliers

 •
 Identification of key potential risk factors and potential mitigants

 •
 Analysis of third-party "quality-of-earnings" reports
(sometimes commissioned by the Investment Team if needed)

 •
 Review of third-party market studies and/or consulting reports (sometimes
commissioned by the Investment Team if needed)

 •
 Analysis of collateral protection as a substantial majority of the
portfolio is expected to be secured by some or all of the borrower's assets

 •
 Review of the borrower's enterprise value using M&A and
publicly-traded comparable analysis in order to assess the equity cushion supporting the loan

 •
 Consideration of risks and opportunities presented by sustainability
factors (including those related to environmental, social and governance) where such factors are deemed relevant or material, among
other fundamental research inputs, to our financial analysis of a particular investment opportunity

 •
 Review of regulatory, tax and legal matters

 Throughout the due diligence process, the Investment
Team may supplement, as appropriate, its analysis by leveraging credit insights of the broader Lord Abbett platform and credit
insights. This level of deep informational access is typically not available to other direct lenders who are not part of a larger
platform with strong investment and non-investment-grade investment capabilities and insights like Lord Abbett.

 Once the Investment Team has completed its
due diligence process, it prepares a Private Credit Investment Committee memo summarizing its findings. To move forward with a
transaction, members of the Private Credit Investment Committee must formally approve the transaction on a majority basis and the
portfolio managers (a subset of the Private Credit Investment Committee) must formally approve the transaction on a unanimous basis.

 Structuring and Execution with a Focus on
Downside Protection

 Once the investment opportunity is approved
by the Private Credit Investment Committee, the Investment Team negotiates loan documentation with the borrower and its advisors,
which typically consists of a credit agreement, security (collateral) documents, intercreditor agreements (if applicable) and other
related agreements. The focus of this part of the process is to negotiate strong investor protections, including tight incurrence-based
and financial maintenance covenants. Incurrence-based covenants will, among other things, restrict borrowers from incurring additional
debt, paying dividends and/or repurchasing equity or making investments (subject to certain exceptions or " baskets ").
Financial maintenance covenants measure the borrower's financial performance and allow lenders to gain a "seat at the
table" to protect its investment if the borrower underperforms relative to expectations. Financial maintenance covenants
may include maximum leverage, minimum EBITDA, and/or minimum fixed charge coverage tests.

 Outside legal counsel is engaged to assist
in drafting commitment letters and loan documents and help in negotiating loan documentation. While the Investment Teams generally
have discretion to negotiate these agreements, it is expected that any unusual terms will be discussed and approved by the Private
Credit Investment Committee.

 Portfolio Management

 Our Adviser has a disciplined portfolio monitoring
process which involves regular and ongoing review and analysis of each portfolio investment by its investment professionals, with
oversight from the Private Credit Investment Committee. Investment professionals who worked on a particular transaction are responsible
for monitoring and reporting on their respective portfolio companies. We maintain this approach because we believe that the original
underwriting team has the best understanding of the portfolio company and any challenges being faced, and will be best positioned
should a plan of action be required to protect the investment if the portfolio company is underperforming.

 The primary objective for post-closing monitoring
of the investment is to stay in front of potential credit issues and mitigate potential downside risks through an early-warning
system designed to identify issues and influence management teams and equity owners to proactively address potential issues in
the business. This early-warning system includes maintaining an active dialogue with multiple touch points into a company, including
the CEO, CFO and other important members of the management team, along with financial sponsors and equity owners. As part of the
loan documentation, the Investment Team seeks to obtain strong information rights, including: (i) detailed monthly financial reporting
packages (at least quarterly at a minimum), (ii) annual detailed budgets broken down monthly and/or quarterly, (iii) regular in-person
or telephonic meetings with management to discuss performance and outlook, and (iv) board observations rights when available (including
access to board materials and meeting participation as a non-voting observer).

 As part of this portfolio management process,
the Investment Teams prepare informal monthly performance review packages and formal quarterly portfolio reports for all portfolio
investments. Monthly portfolio reports include, at a minimum, (i) a financial summary outlining actual and year-to-date financial
results compared to budget and prior year, along with a discussion of various factors leading to the variances, (ii) key credit
and liquidity metrics, and (iii) detailed capital structure analysis. Quarterly portfolio reports include an

 additional two to
three pages with more qualitative and quantitative detail, including a comparable analysis of loan and enterprise value multiples.

 In addition to the underlying loans in the
strategy, the portfolio managers also monitor the Company to ensure it aligns with the strategy outlined in this report. This process
includes, but is not limited to, the consistent monitoring of the portfolio for business and industry concentrations, potential
idiosyncratic risks, desired target size and characteristics of companies/borrowers, optimization of portfolio leverage, and timely
deployment of cash.

 Co-Investment Relief

 The Adviser has received an exemptive order
from the SEC (the " Co-Investment Exemptive Order ") that permits the Adviser, among other things, to co-invest
our assets with the assets of certain other persons in negotiated transactions, including certain affiliates of the Adviser and
certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. Pursuant to such
order, the Company's Board may establish board-established criteria (" Board-Established Criteria ") clearly
defining co-investment opportunities in which the Company will have the opportunity to participate with other public or private
affiliated funds that target similar assets. If an investment falls within the Board-Established Criteria, the Adviser must offer
an opportunity for the Company to participate. We may determine to participate or not to participate, depending on whether the
Adviser determines that the investment is appropriate for the Company ( e.g., based on investment strategy). The co-investment
would generally be allocated to us and the other affiliated funds that target similar assets in accordance with allocation policies
and procedures described above. If the Adviser determines that such investment is not appropriate for us, the investment will not
be allocated to us, but the Adviser will be required to report such investment and the rationale for its determination for us to
not participate in the investment to the Board at the next quarterly board meeting.

 Competition

 The business of investing in debt investments
is highly competitive and involves a high degree of uncertainty. Market competition for investment opportunities includes traditional
lending institutions, including commercial and investment banks, as well as a growing number of non-traditional participants, such
as private credit funds, hedge funds, private equity funds, mezzanine funds, and other private investors, as well as BDCs, and
debt-focused competitors, such as issuers of CLOs and other structured loan funds. In addition, given the Company's target
investment size and investment type, the Adviser expects a large number of competitors for investment opportunities. Some of these
competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may
have different return thresholds than the Company, and thus these competitors may have advantages not shared by the Company. In
addition, competitors may have incurred, or may in the future incur, leverage to finance their debt investments at levels or on
terms more favorable than those available to the Company. Furthermore, competitors may offer loan terms that are more favorable
to borrowers, such as less onerous borrower financial and other covenants, borrower rights to cure defaults, and other terms more
favorable to borrowers than current or historical norms. Strong competition for investments could result in fewer investment opportunities
for the Company, as certain of these competitors have established or are establishing investment vehicles that target the same
or similar investments in which the Company intends to invest.

 Over the past several years, many investment
funds have been formed with investment objectives similar to those of the Company, and many such existing funds have grown in size
and have added larger successor funds to their platform. These and other investors may make competing offers for investment opportunities
identified by the Adviser which may affect the Company's ability to participate in attractive investment opportunities and/or
cause the Company to incur additional risks when competing for investment opportunities. Moreover, identifying attractive investment
opportunities is difficult and involves a high degree of uncertainty. The Adviser may identify an investment that presents an attractive
investment opportunity but may not be able to complete such investment in a manner that meets the objectives of the Company. The
Company may incur significant expenses in connection with the identification of investment opportunities and investigating other
potential investments that are ultimately not consummated, including expenses related to due diligence, legal, accounting and other
professional services as well as the fees of other third-party service providers.

 Management Agreements

 Advisory Agreement

 The Adviser is registered as an investment
adviser under the Advisers Act. Subject to the overall supervision of our Board and in accordance with the 1940 Act, the Adviser
manages our day-to-day investment operations and provides investment advisory services to us.

 The Adviser will provide management services
to us pursuant to the Advisory Agreement. Under the terms of the Advisory Agreement, the Adviser is responsible for the following:

 •
 determining the composition of our portfolio, the nature and timing
of the changes to our portfolio and the manner of implementing such changes in accordance with our investment objective, policies
and restrictions;

 •
 identifying investment opportunities and making investment decisions
for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our
behalf;

 •
 monitoring our investments;

 •
 performing due diligence on prospective portfolio companies;

 •
 exercising voting rights in respect of portfolio securities and other
investments for us;

 •
 serving on, and exercising observer rights for, boards of directors
and similar committees of our portfolio companies;

 •
 negotiating, obtaining and managing financing facilities and other
forms of leverage; and

 •
 providing us with such other investment advisory and related services
as we may, from time to time, reasonably require for the investment of capital.

 The Adviser's services under the Advisory
Agreement are not exclusive, and it is free to furnish similar services to other entities, and it intends to do so, so long as
its services to us are not impaired.

 Compensation of Adviser

 We will pay the Adviser a fee for its services
under the Advisory Agreement consisting of two components: a base management fee (" Base Management Fee ") and
an incentive fee (" Incentive Fee "). The cost of both the Base Management Fee and the Incentive Fee will ultimately
be borne by the shareholders.

 Management Fee

 The Base Management Fee is payable monthly
in arrears at an annual rate of 1.00% of the value of the Company's net assets as of the beginning of the first calendar
day of the applicable month, adjusted for any Share issuances or repurchases during the applicable month. For purposes of the Advisory
Agreement, net assets mean the Company's total assets less liabilities determined on a consolidated basis in accordance with
accounting principles generally accepted in the United States (" GAAP ").

 Incentive Fee

 The Incentive Fee will consist of two components
that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the
Incentive Fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described
below.

 Incentive Fee Based on Income

 The portion based on our income is based on
Pre-Incentive Fee Net Investment Income Returns attributable to our Common Shares. "Pre-Incentive Fee Net Investment Income
Returns" means dividends, cash interest or other distributions or other cash income and any third-party fees received from
portfolio companies such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as
well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate
accrued during the month, minus operating expenses for the month (including the management fee, taxes, any expenses payable under
the Advisory Agreement and an Administration Agreement with our Administrator, any expense of securitizations, and interest expense
or other financing fees and any dividends paid on preferred stock, but excluding the Incentive Fee and shareholder servicing and/or
distribution fees, if any). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred
interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income
that we have not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains,
realized capital losses or unrealized capital appreciation or depreciation.

 Pre-Incentive Fee Net Investment Income Returns,
expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, adjusted for any Share
issuances or repurchases during the applicable quarter in which the Incentive Fee is calculated, is compared to a "hurdle
rate" of return of 1.50% per quarter (6.00% annualized).

 We will pay the Adviser an Incentive Fee quarterly
in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

 •
 No incentive fee based on Pre-Incentive Fee Net Investment Income
Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.50%
per quarter (6.00% annualized);

 •
 100% of the dollar amount of our Pre-Incentive Fee Net Investment
Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.71% (6.84% annualized). We refer to
this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.71%) as the
"catch-up." The "catch-up" is meant to provide the Adviser with approximately 12.5% of our Pre-Incentive
Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.71% 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 1.71% (6.84% annualized). This reflects that once the hurdle rate is reached
and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

 Pre-Incentive Fee Net Investment Income

 (expressed as a percentage of the value of
 net assets per quarter)

 0%

 1.50%

 1.71%

 0%

 100%

 12.5%

 Percentage of Pre-Incentive Fee Net Investment
Income Allocated to Quarterly Incentive Fee

 These calculations are pro-rated for any period
of less than three (3) months and adjusted for any share issuances or repurchases during the relevant quarter. You should be aware
that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments.
Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may
result in a substantial increase of the amount of incentive fees payable to the Adviser with respect to Pre-Incentive Fee Net Investment
Income Returns. Because of the structure of the incentive fee, it is possible that we may pay an Incentive Fee in a calendar quarter
in which we incur an overall loss taking into account capital account losses. For example, if we receive Pre-Incentive Fee Net
Investment Income Returns in excess of the quarterly hurdle rate, we will pay the applicable incentive fee even if we have incurred
a loss in that calendar quarter due to realized and unrealized capital losses.

 Incentive Fee Based on Capital Gains

 The second component of the Incentive Fee,
the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

 •
 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.

 Each year, the fee paid for the capital gains
incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will
accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive
fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital
gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers Act, including
Section 205 thereof.

 For purposes of computing the Company's
incentive fee on income and th e incentive fee on capital gains, the calculation methodology
will look through derivative financial instruments or swaps as if we owned the reference assets directly. The fees that
are payable under the Advisory Agreement for any partial period will be appropriately prorated.

 Board Approval of the Advisory Agreement

 The Board, including a majority of our trustees
who are not parties to the Advisory Agreement or "interested persons" (as defined in the 1940 Act) of any such party,
approved the Advisory Agreement at a meeting held on September 30, 2024. In preparing for approval of the Advisory Agreement, the
Board reviewed a significant amount of information and considered, among other things:

 •
 the nature, quality and extent of the advisory and other services
to be provided to the Company by the Adviser;

 •
 the investment performance of the Company and the Adviser;

 •
 information about the services to be performed and the personnel
who would be performing such services under the Advisory Agreement;

 •
 our projected operating expenses and expense ratio compared to BDCs
with similar investment objectives, strategies, risks, restrictions and types of securities purchased;

 •
 the proposed investment advisory fee rates to be paid by the Company
to the Adviser;

 •
 the fee structures of comparable externally managed BDCs that engage
in similar investing activities;

 •
 any existing and potential sources of indirect income to the Adviser
from its relationships with us and the profitability of those relationships;

 •
 economies of scale realized by the Adviser (or that possibly might
be realized by the Adviser in the future) in connection with the Adviser's provision of services to us;and

 •
 the organizational capability and financial condition of the Adviser
and its affiliates.

 Based on the information reviewed and considered,
the Board concluded that the investment advisory fee rates are reasonable in relation to the services to be provided and approved
the Advisory Agreement as being in the best interests of our shareholders.

 Administration Agreement

 Under the terms of the Administration Agreement,
the Administrator provides, or oversees the performance of, administrative and compliance services necessary for the fund operations,
including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including
diligence and oversight of our other service providers), preparing reports to shareholders and reports filed with the SEC and other
regulators, preparing materials and coordinating meetings of our Board, managing the payment of expenses, the payment and receipt
of funds for investments and the performance of administrative and professional

 services rendered by others and providing office
space, equipment and office services. In addition, pursuant to the terms of the Administration Agreement, the Administrator may
delegate its obligations under the Administration Agreement to an affiliate or to a third party and we will reimburse the Administrator
for any services performed for us by such affiliate or third party. The Administrator has hired the Sub-Administrator to assist
in the provision of administrative services. The Sub-Administrator receives compensation for its sub-administrative services under
the Sub-Administration Agreement.

or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Adviser,
Administrator or their affiliates under the Advisory Agreement or Administration Agreement, as applicable, the Company will reimburse
the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Company's behalf. From time to
time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses.

 The Company will pay the Administrator a fee
payable monthly in arrears at an annual rate of 0.25% of the value of the Company's net assets as of the beginning of the
first calendar day of the applicable month, adjusted for any Share issuances or repurchases during the applicable month.

 Certain Terms of the Advisory Agreement
and Administration Agreement

 Each of the Advisory Agreement and the Administration
Agreement has been approved by the Board. Unless earlier terminated as described below, each of the Advisory Agreement and the
Administration Agreement will remain in effect for a period of two (2) years from the date it first becomes effective and will
remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of
our outstanding voting securities and, in each case, a majority of the Independent Trustees. We may terminate the Advisory Agreement
upon 60 days' written notice, and the Administration Agreement upon 120 days' written notice, without payment of any
penalty. The decision to terminate either agreement may be made by a majority of the Board, and the decision to terminate the Advisory
Agreement may also be made by the shareholders holding a majority of our outstanding voting securities, which means the lesser
of (1) 67% or more of the voting securities present at a meeting if more than 50% of the outstanding voting securities are present
or represented by proxy, or (2) more than 50% of the outstanding voting securities. In addition, without payment of any penalty,
the Adviser may terminate the Advisory Agreement upon 120 days' written notice and the Administrator may terminate the Administration
Agreement upon 120 days' written notice. The Advisory Agreement will automatically terminate within the meaning of the 1940
Act and related SEC guidance and interpretations in the event of its assignment.

 Each of the Adviser and the Administrator shall
not be liable for any error of judgment or mistake of law or for any act or omission or any loss suffered by the Company in connection
with the matters to which the Advisory Agreement and Administration Agreement, respectively, relate, provided that each of the
Adviser and the Administrator shall not be protected against any liability to the Company or its shareholders to which it would
otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties
or by reason of the reckless disregard of its duties and obligations (" disabling conduct "). Each of the Advisory
Agreement and the Administration Agreement provide that, absent disabling conduct, the Adviser and the Administrator, as applicable,
and their officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated
with either of them (collectively, the " Indemnified Parties ") will be entitled to indemnification from us for
any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement)
arising from the rendering of the Adviser's services under the Advisory Agreement and the Administrator's services
under the Administration Agreement or otherwise as adviser or administrator for us. Each of the Adviser and the Administrator shall
not be liable under their respective agreements with us or otherwise for any loss due to the mistake, action, inaction, negligence,
dishonesty, fraud or bad faith of any broker or other agent; provided, that such broker or other agent shall have been selected,
engaged or retained and monitored by the Adviser or the Administrator in good faith, unless such action or inaction was made by
reason of disabling conduct, or in the case of a criminal action or proceeding, where the Adviser or the Administrator had reasonable
cause to believe its conduct was unlawful. In addition, we will not provide for indemnification of an Indemnified Party for any
liability or loss suffered by such Indemnified Party, nor will we provide that an Indemnified Party be held harmless for any loss
or liability suffered by us, unless: (1) we have determined, in good faith, that the course of conduct that caused the loss or
liability was in our best interest; (2) the Indemnified Party was acting on our behalf or performing services for us; (3) such
liability or loss was not the result of negligence or misconduct, in the case that the Indemnified Party is the Adviser, the Administrator,
an affiliate of the Adviser or Administrator, or one of our officers; and (4) the indemnification or agreement to hold harmless
is recoverable only out of our net assets and not from our shareholders.

 Payment of Our Expenses Under the Advisory
and Administration Agreements

 Except as specifically provided below, all
investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to
us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services,
will be provided and paid for by the Adviser. We will bear the following costs and expenses of our operations, administration and
transactions:

 1.
 investment advisory fees, including the Base Management Fee and Incentive
Fee, to the Adviser, pursuant to the Advisory Agreement;

 2.
 Administration fee (" Administration Fee ") to the
Administrator, pursuant to the Administration Agreement; and

 3.
 Sub-administration fee to the Sub-Administrator, pursuant to the
Sub-Administration Agreement;

 4.
 other expenses of the Company's operations and transactions
listed in " Expenses " below.

or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such
affiliates thereof for any such amounts paid on our behalf that are Company expenses. From time to time, the Adviser and the Administrator
may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by
our shareholders.

 Except as specifically provided below, all
investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to
us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services,
will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred
that are not assumed by the Company.

 The Company will bear the following costs and
expenses of the Company's operations, administration, and transactions:

 i.

 investment advisory fees, including the Base Management Fee and Incentive Fee, to the Adviser, pursuant to the Advisory Agreement;

 ii.

 Administration Fee to the Administrator, pursuant to the Administration Agreement;

 iii.

 Sub-administration fee to the Sub-Administrator, pursuant to the Sub-Administration Agreement;

 iv.

 organization and offering expenses associated with the private offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, fees and expenses of the Company's transfer agent);

 v.

 all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisers (including tax advisers), administrators, 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), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, or its affiliates), and other professionals (except to the extent such taxes, fees, costs, and expenses are borne by the Administrator or its affiliates under the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

 vi.

 the cost of effecting any sales and repurchases of the Common Shares of the Company and other securities;

 vii.

 fees and expenses payable under any placement agent and selected intermediary agreements, if any;

 viii.

 interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;

 ix.

 fees and expenses of any third-party valuation services;

 x.

 all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

 xi.

 costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company's assets for tax or other purposes;

 xii.

 costs of derivatives and hedging;

 xiii.

 all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any broken deal expenses, legal, research, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses or other expenses associated with advisers in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, 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;

 xiv.

 the allocated costs incurred by the Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;

 xv.

 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);

 xvi.

 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 Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company's investment activities;

 xvii.

 transfer agent, dividend agent and custodial fees;

 xviii.

 federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;

 xix.

 fees and expenses including reasonable travel, entertainment, lodging and meal expenses of, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the Independent Trustees;

 xx.

 costs of preparing financial statements, costs of Sarbanes-Oxley Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission (the " CFTC ") 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 the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

 xxi.

 all fees, costs and expenses associated with the preparation and issuance of the Company'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 Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company 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 or its affiliates under the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

 xxii.

 the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings;

 xxiii.

 proxy voting expenses;

 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 Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company 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 Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, Trustees 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 Company;

 xxvii.

 fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;

 xxviii.

 all fees, costs and expenses of winding up and liquidating the Company's assets; and

 xxix.

 extraordinary expenses (such as litigation or indemnification).

 The Adviser and/or its affiliates advanced
all of our initial organization and offering expenses. Pursuant to the Expense Support and Conditional Reimbursement Agreement
we have entered into with the Adviser (the " Expense Support Agreement "), the Adviser is obligated to advance
all of our Other Operating Expenses (as defined below) (including organizational and offering expenses) to the effect that such
expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV (the " Expense Cap "). We will
be obligated to reimburse the Adviser for such advanced expenses only if certain conditions are met. See " — Expense
Support and Conditional Reimbursement Agreement " below. Any reimbursements will not exceed actual expenses incurred by
the Adviser and its affiliates.

or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such
affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser and the Administrator may defer or waive
fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject
to the cap on organization and offering expenses described above.

 Prior Expense Support and Conditional
Reimbursement Agreement

 The Company had previously entered into an
expense support agreement (the " Prior Expense Support Agreement ") with Lord Abbett pursuant to which Lord Abbett
was able to elect to pay certain expenses of the Company on the Company's behalf, provided that no portion of the payment
would be used to pay shareholders servicing and/or distribution fees of the Company. The Prior Expense Support Agreement has since
been terminated, however the Company is obligated to reimburse any outstanding expense payments that Lord Abbett committed to pay
under the Prior Expense Support Agreement.

 Expense Support and Conditional Reimbursement
Agreement

 Pursuant to the Expense Support Agreement we
have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a " Required
Expense Payment ") to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's
NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds
and/or offset against amounts due from us to the Adviser or its affiliates. " Other Operating Expenses " means
the Company's organizational and offering expenses, professional fees, trustee fees, administration fees, and other general
and administrative expenses (including the Company's allocable portion of compensation, overhead (including rent, office
equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the
Administration Agreement, excluding the Company's base management and incentive fees owed to the Adviser, financing fees
and costs (other than upfront fees on the Company's initial credit facility), brokerage commissions, placement agent fees,
costs and expenses of distributing and placing the Common Shares, extraordinary expenses and any interest expenses owed by the
Company, all as determined in accordance with GAAP.

 The Adviser may elect to pay, at such times
as the Adviser determines, certain expenses on our behalf (each, a " Voluntary Expense Payment " and together
with a Required Expense Payment, the " Expense Payments "), provided that no portion of the payment will be used
to pay shareholder servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has
committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than
45 days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

 Following any month in which Other Operating
Expenses are below the Expense Cap on an annualized basis, the Adviser may be reimbursed (a, " Required Reimbursement Payment ")
for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement
Payment remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years
prior to the Required Reimbursement Payment.

 Following any calendar month in which Available
Operating Funds exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared
with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as " Excess
Operating Funds "), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as
all Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such
calendar month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments
shall be referred to herein as a " Voluntary Reimbursement Payment ", and together with the Required Reimbursement
Payments, the " Reimbursement Payments "). " Available Operating Funds " means the sum of (i)
our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii)
our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends
and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause
(iii) are not included under clauses (i) and (ii) above).

 No Voluntary Reimbursement Payment for any
calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such
Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was
made to which such Voluntary Reimbursement Payment relates, (2) the Company's Operating Expense Ratio at the time of such
Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such
Voluntary Reimbursement Payment relates, or (3) the Company's Other Operating Expenses at the time of such Voluntary Reimbursement
Payment exceeds 0.70% of the Company's NAV. " Effective Rate of Distributions Per Share " means the annualized
rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends
or special distributions, if any. The " Operating Expense Ratio " is calculated by dividing Operating Expenses,
less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or
distribution

 fees, if any, and interest expense, by the Company's net assets. " Operating Expenses " means
all of the Company's operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

 The Company's obligation to make a Reimbursement
Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except
to the extent the Adviser has waived its right to receive such payment for the applicable month.

 The Expense Support Agreement is effective
until October 4, 2025 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser
determines to terminate it and so notifies the other party. Either the Company or the Adviser may terminate the Expense Support
Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have
not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject
to the terms of the Expense Support Agreement.

 Determination of Net Asset Value

 We expect to determine our NAV for our Common
Shares each month as of the last day of each calendar month. The NAV per share of our Common Shares is determined by dividing the
value of total assets minus liabilities by the total number of Common Shares outstanding at the date as of which the determination
is made.

 The Company values its investments, upon which
its NAV is based, in accordance with FASB ASC 820, Fair Value Measurement (" ASC 820 "), which defines fair value
as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy
based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

 Pursuant to Rule 2a-5, the Board has designated
the Adviser as the valuation designee responsible for valuing all of the Company's investments, including making fair valuation
determinations as needed. The Adviser has established a fair value committee (the " Fair Value Committee ") to
carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair
Value Committee and the performance of functions required to determine the fair value of a fund's investments in good faith.
These functions include periodically assessing and managing material risks associated with fair value determinations, selecting,
applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value,
and overseeing and evaluating pricing services used.

 In accordance with the Adviser's policies
and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for
which no readily available market quotations exist are generally valued on the basis of information furnished by an independent
third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data
processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs
price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences
are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe
market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments
that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a
substantial portion of the Company's investments, are valued at fair value as determined by the Adviser in good faith pursuant
to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and
may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable
investments. In determining fair value of the Company's loan investments, the types of factors that the Fair Value Committee
may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and
measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the
portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio
company does business and other relevant factors.

 The Fair Value Committee manages the Company's
fair valuation practices and maintains the fair valuation policies and procedures. To assess the continuing appropriateness of
pricing sources and methodologies, the Fair Value Committee regularly performs price verification procedures, engages in oversight
activities with respect to third-party pricing sources used and issues challenges as necessary. In addition, the Fair Value Committee
may rely on third-party valuation services to verify the fair value determinations of

 certain investments. A third-party valuation
service will generally review a portion of the Company's investments in loans each quarter such that on an annual basis most
of the loans' values will be tested for appropriateness and reliability. The Adviser reports to the Board information regarding
the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation
designee, relating to any or all Company investments, at any time.

 Valuation techniques used to value the Company's
investments by major category are as follows:

 •
 Equity securities and other investments, including restricted securities,
for which market quotations are readily available, are valued at the last reported sale price or official closing price (in the
case of securities and futures) or the mean of the closing bid and offer (in the case of options) as reported by a third-party
pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or
closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available
price. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary
Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities
may be used. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market
activity and risk are used.

 •
 Debt securities that are publicly traded, including restricted securities,
are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities.
Preferred securities are valued by pricing services who utilize matrix pricing which considers yield or price of bonds of comparable
quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities
may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services.

 •
 Investments in open-end investment companies are valued at their
closing NAV.

 •
 Investments, including private placements, for which observable inputs
are not available are generally valued using one or more valuation methods including the market approach, the income approach and
cost approach. The market approach considers factors including the price of recent investments in the same or a similar security
or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security
specific risks and corresponding discount rates. The cost approach considers factors including the value of the security's underlying
assets and liabilities.

 Non-Exchange Traded, Perpetual-Life BDC

 The Company is non-exchange traded, meaning
its shares are not listed for trading on a stock exchange or other securities market and a perpetual-life BDC, meaning it is an
investment vehicle of indefinite duration, whose Common Shares are intended to be sold across
multiple closings on an ongoing basis. In our perpetual-life structure, we may, at our discretion, offer investors an opportunity
to repurchase their shares on a quarterly basis, but we are not obligated to offer to repurchase any in any particular quarter.
We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different
market environments. This may reduce the risk of the Company being a forced seller of assets in market downturns compared to non-perpetual
funds. While we may consider a Liquidity Event (as defined below) at any time in the future, we currently do not intend to undertake
a Liquidity Event, and we are not obligated by our Declaration of Trust (" Declaration of Trust ") or otherwise
to effect a Liquidity Event at any time.

 The Board may, in its sole discretion, determine
to cause the Company to conduct a " Liquidity Event," which may include, among other things, (1) an initial public
offering or listing of the Common Shares on a national securities exchange or (2) a Sale Transaction. A " Sale Transaction "
means (a) the sale of all or substantially all of the Company's assets to, or other liquidity event with, another entity
or (b) a transaction or series of transactions, including by way of merger, consolidation, recapitalization, reorganization, or
sale of stock in each case for consideration of either cash and/or publicly listed securities of the acquirer. A Sale Transaction
also may include a sale, merger or other transaction with one or more affiliated investment companies managed by the Adviser or
an affiliate thereof. The Company does not anticipate seeking shareholder approval to engage in a Liquidity Event, unless shareholder
consent is required by applicable law. The decision to cause the Company to conduct a Liquidity Event will take into consideration
factors such as prevailing market conditions at the time and the Company's portfolio composition. The ability of the Company
to commence and consummate a Liquidity Event is not assured, and will depend on a variety of factors, including the size and composition
of the Company's portfolio and prevailing market conditions at the time.

 The Company does not intend to list its Common
Shares on a securities exchange and it does not expect there to be a public market for its Common Shares. As a result, if you purchase
the Common Shares, your ability to sell your Common Shares will be limited. At the discretion of the Board, the Company intends
to commence a share repurchase program in which the Company intends to repurchase, in each quarter, up to 5% of the Common Shares
outstanding (by number of Common Shares) as of the close of the previous calendar quarter. See " Item 1. Business –
Share Repurchase Program. "

 Emerging Growth Company

 We are an "emerging growth company,"
as defined by the Jumpstart Our Business Startups Act of 2012 (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;

 •
 submit certain executive compensation matters to shareholder advisory
votes pursuant to the "say on frequency" and "say on pay" provisions (requiring a non-binding shareholder
vote to approve compensation of certain executive officers) and the "say on golden parachute" provisions (requiring
a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers
and certain other business combinations) of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the " Dodd-Frank
Act "); 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.

 In addition, the JOBS Act provides that an
emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards
that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting
certain accounting standards until such standards are otherwise applicable to private companies.

 We will remain an emerging growth company for
up to five (5) years, or until the earliest of: (1) the last date of the fiscal year during which we had total annual gross revenues
of $1,235,000,000 or more; (2) the date on which we have, during the previous three-year period, issued more than $1,000,000,000
in non-convertible debt; or (3) the date on which we are deemed to be a "large accelerated filer" as defined under
Rule 12b-2 under the Exchange Act.

 We do not believe that being an emerging growth
company will have a significant impact on our business or the offering. We have elected to opt in to the extended transition period
for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large
accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our Common Shares
are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley
Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by the Adviser and
we do not directly compensate our executive officers, or reimburse the Adviser or its affiliates for the salaries, bonuses, benefits
and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Adviser, we
do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result,
do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements
pursuant to Section 14A(a) and (b) of the Exchange Act.

 Employees

 We do not currently have any employees and
do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser
or its affiliates pursuant to the Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement.
Each of our executive officers is employed by the Adviser or its affiliates. Our day-to-day investment operations will be managed
by the Adviser. The services necessary for the sourcing and administration of our investment

 portfolio will be provided by investment
professionals employed by the Adviser or its affiliates. The portfolio management team will focus on origination, non-originated
investments and transaction development and the ongoing monitoring of our investments.

 Regulation as a BDC

 The following discussion is a general summary
of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all
of the laws and regulations affecting BDCs.

 Qualifying Assets. Under the
1940 Act, a BDC may not acquire any asset other than Qualifying Assets, unless, at the time the acquisition is made, Qualifying
Assets represent at least 70% of the Company's total assets. The principal categories of Qualifying Assets relevant to our
business are any of the following:

 1.

 Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company (as defined below), or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC. An " Eligible Portfolio Company " is defined in the 1940 Act as any issuer which:

 a.

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

 b.

 is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

 c.

 satisfies any of the following:

 i.

 does not have any class of securities that is traded on a national securities exchange;

 ii.

 has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250,000,000;

 iii.

 is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or

 iv.

 is a small and solvent company having total assets of not more than $4,000,000 and capital and surplus of not less than $2,000,000.

 2.

 Securities of any Eligible Portfolio Company controlled by the Company.

 3.

 Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

 4.

 Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the Eligible Portfolio Company.

 5.

 Securities received in exchange for or distributed on or with respect to securities described in 1 through 4 above, or pursuant to the exercise of warrants or rights relating to such securities.

 6.

 Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

 In addition, a BDC must be operated for the
purpose of making investments in the types of securities described in 1, 2 or 3 above.

 Significant Managerial Assistance.
A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose
of making investments in the types of securities described above. However, in order to count portfolio securities as Qualifying
Assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available
to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except
that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons
in the group makes available such managerial assistance. Making available significant managerial assistance means, among other
things, any arrangement whereby the BDC, through its trustees, officers, service providers ( e.g., the Adviser) or employees,
offers

 to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or
business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation
in board and management meetings, consulting with and advising a portfolio company's officers or other organizational or
financial guidance.

 Temporary Investments. Pending
investment in other types of Qualifying Assets (including directly originated loans and broadly syndicated loans, as described
above), our investments can consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing
in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that
70% of our assets would be Qualifying Assets.

 Warrants. Under the 1940 Act,
a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares that it may
have outstanding at any time. In particular, the amount of Common Shares that would result from the conversion or exercise of all
outstanding warrants, options or rights to purchase shares cannot exceed 25% of the BDC's total outstanding Common Shares.

 Leverage and Senior Securities; Coverage
Ratio. We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares
senior to our Common Shares if our asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each
such issuance. On September 30, 2024, our shareholders approved the adoption of this 150% threshold pursuant to Section 61(a)(2)
of the 1940 Act and such election became effective the following day. As defined in the 1940 Act, asset coverage of 150% means
that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities. In addition, while any
senior securities remain outstanding, we will be required to make provisions to prohibit any distribution to our shareholders or
the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution
or repurchase. We will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency
purposes, which borrowings would not be considered senior securities.

 We intend to establish one or more credit facilities
and/or subscription facilities or enter into other financing arrangements to facilitate investments and the timely payment of our
expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to be determined spreads over
SOFR (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility.
Shareholders will indirectly bear the costs associated with any borrowings under a credit facility or otherwise. In connection
with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability
to enforce the payment thereof) and may ask to comply with affirmative or negative covenants that could have an effect on our operations.
In addition, from time to time, our losses on leveraged investments may result in the liquidation of other investments held by
us and may result in additional drawdowns to repay such amounts.

 We may enter into total return swaps (" TRS ")
that would expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the
use of leverage. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in
the market value of the assets underlying the TRS, which may include a specified security or loan, basket of securities or loans,
or securities or loan indices during the specified period, in return for periodic payments based on a fixed or variable interest
rate. A TRS is typically used to obtain exposure to a security, loan or market without owning or taking physical custody of such
security or loan or investing directly in such market. A TRS may effectively add leverage to our portfolio because, in addition
to our total net assets, we would be subject to investment exposure on the amount of securities or loans subject to the TRS. A
TRS is also subject to the risk that a counterparty will default on its payment obligations thereunder or that we will not be able
to meet our obligations to the counterparty. In addition, because a TRS is a form of synthetic leverage, such arrangements are
subject to risks similar to those associated with the use of leverage.

 We may also create leverage by securitizing
our assets (including in CLOs) and retaining the equity portion of the securitized vehicle. See " Item 1A. Risk Factors
– Forming CLOs Risk." We may also from time to time make secured loans of our marginable securities to brokers,
dealers and other financial institutions.

 Code of Ethics. We and the Adviser
have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that
establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the
code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or
held by us, so long as such investments are made in accordance with the code's requirements. This code of ethics is

 available
on the EDGAR database on the SEC's website at  You may also obtain copies of the codes of ethics, after
paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

 Affiliated Transactions. We may
be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our Trustees
who are not interested persons and, in some cases, the prior approval of the SEC. The Adviser has received an exemptive order from
the SEC that permits the Adviser, among other things, to co-invest with certain other persons, including certain affiliates of
the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.

 Other. We will be periodically
examined by the SEC for compliance with the 1940 Act and be subject to the periodic reporting and related requirements of the Exchange
Act.

 We are also required to provide and maintain
a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we
will be prohibited from protecting any Trustee or officer against any liability to our shareholders arising from willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.

 We are also required to designate a Chief Compliance
Officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities
laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

 We are not permitted to change the nature of
our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting
securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67%
or more of such company's shares present at a meeting if more than 50% of the outstanding Common Shares of such company are
present or represented by proxy, or (ii) more than 50% of the outstanding Common Shares of such company.

 Our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, proxy statement and amendments to those reports will be available to the public,
free of charge, on the SEC's public EDGAR website shortly after we file any such document electronically with, or furnish
it to, the SEC.

 Exclusion from Commodity Pool Operator Definition

 The Adviser has filed notice with the National
Futures Association (" NFA ") to claim an exclusion from the definition of commodity pool operator (" CPO ")
of the Company, provided that the Company (i) continues to be regulated by the SEC as a BDC, (ii) allocates no more than specified
amounts of its assets to futures contracts, certain swap contracts and certain other derivative instruments that are within the
jurisdiction of the Commodity Exchange Act (collectively, " CEA-regulated products "), and (iii) is not marketed
to the public as a commodity pool or as a vehicle for trading in CEA-regulated products. If the Company is unable to satisfy the
conditions of the exclusion, the Adviser may become subject to the CFTC's CPO registration requirements, and the disclosure
and operations of the Company would need to comply with all applicable regulations governing commodity pools and CPOs.

 If the Adviser were required to register as
a CPO, it would also be required to become a member of the NFA and be subject to the NFA's rules and bylaws. Compliance with
these additional registration and regulatory requirements may increase the Adviser's operating expenses, which, in turn,
could result in the Company's investors being charged additional fees.

 Certain U.S. Federal Income Tax Considerations

 The following discussion is a general
summary of certain U.S. federal income tax considerations applicable to us and the purchase, ownership and disposition of our
shares. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial
and administrative ruling authorities, all of which are subject to change, or differing interpretations (possibly
with retroactive effect). This discussion does not purport to be complete or to deal with all aspects of U.S. federal income
taxation that may be relevant to shareholders in light of their particular circumstances. Unless otherwise noted, this
discussion applies only to U.S. shareholders that hold our shares as capital assets. This discussion does not represent a detailed description of the U.S. federal income tax consequences relevant
to special classes of taxpayers including financial institutions, insurance companies, regulated investment companies, investors
in pass-through entities, U.S. shareholders whose "functional currency" is not the U.S. dollar, tax-exempt organizations,
dealers in securities or currencies, traders in securities or commodities that elect mark to market treatment, or persons that
will hold our shares as a position in a "straddle," "hedge" or as part of a "constructive sale"
for U.S. federal income tax purposes. In addition, this discussion does not address U.S. federal estate or gift taxes, the application
of the Medicare tax on net investment income or the U.S. federal alternative minimum tax, or any tax consequences attributable
to persons being required to accelerate the recognition of any item of gross income with respect to our shares as a result of such
income being recognized on an applicable financial statement.

 A "U.S. shareholder" is a beneficial
owner of our shares that is for U.S. federal income tax purposes:

 •
 a citizen or individual resident of the United States;

 •
 a corporation, or other entity treated as a corporation for U.S.
federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District
of Columbia;

 •
 an estate, the income of which is subject to U.S. federal income
taxation regardless of its source; or

 •
 a trust if either a U.S. court can exercise primary supervision over
its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was
in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as
a U.S. person.

 A "non-U.S. shareholder" is a beneficial
owner of our shares that is not a U.S. shareholder.

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

 Tax matters are very complicated and the tax
consequences to an investor of an investment in our shares will depend on the facts of their particular situation. Prospective
investors should consult their tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership, or disposition
of our shares, as well as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.

 Taxation as a Regulated Investment Company

 The Company intends to elect to be treated,
and intends to qualify each taxable year thereafter, as a RIC under Subchapter M of the Code; however, no assurance can be given
that the Company will be able to maintain RIC status.

 To qualify for the favorable tax treatment
accorded to RICs under Subchapter M of the Code, the Company must, among other things: (1) have an election in effect to be treated
as a BDC under the 1940 Act at all times during each taxable year; (2) have filed with its return for the taxable year an election
to be a RIC or have made such election for a previous taxable year; (3) derive in each taxable year at least 90% of its gross income
from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of
stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock, securities, or currencies; and (b) net income derived
from an interest in certain "qualified publicly-traded partnerships (as defined in the Code)," that are treated as
partnerships for U.S. federal income tax purposes; and (4) diversify its holdings so that, at the end of each quarter of each taxable
year of the Company (a) at least 50% of the value of the Company's total assets is represented by cash and cash items (including
receivables), U.S. government securities and securities of other RICs, and other securities for purposes of this calculation limited,
in respect of any one issuer to an amount not greater in value than 5% of the value of the Company's total assets, and to
not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Company's
total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of (I) any one issuer,
(II) any two or more issuers which the Company controls and which are determined to be engaged in the same or similar trades or
businesses or related trades or businesses or (III) any one or more qualified publicly-traded partnerships (described in 3(b) above).

 As a RIC, the Company generally will not be
subject to U.S. federal income tax on its investment company taxable income (as that term is defined in the Code, but determined
without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term
capital loss), if any, that it distributes in each taxable year to its shareholders, provided that it distributes at least 90%
of the sum of its investment company taxable income and its net tax-exempt income (if any) for such taxable year. Generally, the
Company intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income
and net capital gains, if any (in the current or following taxable year, pursuant to the applicable rules in the Code).

 Amounts not distributed on a timely basis in
accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax. To prevent
imposition of the excise tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i)
98% of its ordinary income for the calendar year, (ii) 98.2% of its capital gains in excess of its capital losses (adjusted for
certain ordinary losses) for the one-year period ending October 31 of the calendar year and (iii) any ordinary income and capital
gains for previous years that were not distributed during those years. For these purposes, the Company will be deemed to have distributed
any income or gains on which it paid U.S. federal income tax. While the Company intends to distribute any income and capital gains
in order to avoid imposition of the 4% U.S. federal excise tax, the Company may not be successful in avoiding the imposition of
this tax.

 A distribution will be treated as paid on December
31 of any calendar year if it is declared by the Company in October, November or December with a record date in such a month and
paid by the Company during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar
year in which the distributions are declared, rather than the calendar year in which the distributions are received.

 Although the Company does not presently expect
to do so, the Company is authorized to borrow funds and to sell assets in order to satisfy the distribution requirement. However,
under the 1940 Act, the Company is not permitted to make distributions to shareholders while the Company's debt obligations
and other senior securities are outstanding unless certain "asset coverage" tests are met. Moreover, the Company's
ability to dispose of assets to meet the distribution requirement may be limited by (1) the illiquid nature of the Company's
portfolio and/or (2) other requirements relating to the Company's qualification as a RIC, including the diversification requirements.
If the Company disposes of assets in order to meet the distribution requirement or to avoid imposition of the 4% federal excise
tax, the Company may make such dispositions at times that, from an investment standpoint, are not advantageous.

 Some of the income and fees that the Company
may recognize, such as fees for providing managerial assistance, certain fees earned with respect to the Company's investments,
income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an
operating partnership, may not satisfy the 90% income requirement. In order to manage the risk that such income and fees might
disqualify the Company as a RIC for a failure to satisfy the 90% income requirement, the Company may be required to recognize such
income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations
will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce the Company's return on
such income and fees.

 A portfolio company in which the Company invests
may face financial difficulties that require the Company to work-out, modify or otherwise restructure its investment in the portfolio
company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and
future non-cash income. Any such transaction could also result in the Company receiving assets that give rise to income that is
not qualifying income for purposes of the 90% income requirement, and we may need to hold such assets in a taxable subsidiary and
pay federal and state income tax on income related to such assets.

 A RIC is limited in its ability to deduct expenses
in excess of its investment company taxable income. If the Company's deductible expenses in a given taxable year exceed the
Company's investment company taxable income, the Company may incur a net operating loss for that taxable year. However, a
RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass
through to its shareholders. In addition, deductible expenses can be used only to offset investment company taxable income, not
net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital
gains) to offset its investment company taxable income, but may carry forward such net capital losses, and use them to offset future
capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, the Company may for tax purposes
have aggregate taxable income for several taxable years that the Company is required to distribute and that is taxable to shareholders
even if such taxable income is greater than the net income the Company actually earns during those taxable years. Any underwriting
fees paid by the Company are not deductible.

 For federal income tax purposes, the Company is generally permitted to carry forward a net capital loss in
any taxable year to offset its own capital gains, if any. These amounts are available to be carried forward to offset future capital
gains to the extent permitted by the Code and applicable tax regulations. Any such loss carryforwards will retain their character
as short-term or long-term. In the event that the Company were to experience an ownership change as defined under the Code, the
capital loss carryforwards and other favorable tax attributes of the Company, if any, may be subject to limitation.

 Failure to Qualify as a RIC

 If the Company failed to qualify as a RIC or
failed to satisfy the 90% distribution requirement in any taxable year, the Company would be subject to U.S. federal income tax
at regular corporate rates on its taxable income (including distributions of net capital gain), even if such income were distributed
to its shareholders, and all distributions out of earnings and profits would be taxed to shareholders as ordinary dividend income.
Subject to certain limitations under the Code, such distributions generally would be eligible (i) to be treated as "qualified
dividend income" in the case of individual and other non-corporate shareholders and (ii) for the dividends received deduction
in the case of corporate shareholders. Distributions in excess of the Company's current and accumulated earnings and profits
would be treated first as a return of capital to the extent of the shareholder's tax basis, and any remaining distributions
would be treated as a capital gain. In addition, the Company could be required to recognize unrealized gains, pay taxes and make
distributions (which could be subject to interest charges) before requalifying for taxation as a RIC.

 While
the Company generally intends to qualify as a RIC for each taxable year, it is possible
that as we ramp up our portfolio, we may not satisfy the diversification requirements described above in our initial taxable year
(after taking into account any applicable ameliorating provisions to satisfy this requirement) and thus may not qualify as a RIC
for such taxable year.

 The remainder
of this discussion assumes that the Company qualifies as a RIC for each taxable year.

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

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

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

 If an investor purchases shares shortly before
the record date of a distribution, the price of the shares will include the value of the distribution, and the investor will be
subject to tax on the distribution even though it represents a return of their investment.

 The Company may elect to retain its net capital
gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, it may report the
retained amount as undistributed capital gains in a notice to its shareholders, who will be treated as if each received a distribution
of his pro rata share of such gain, with the result that each shareholder will (i) be required to report its pro rata share of
such gain on its tax return as long-term capital gain, (ii) receive a refundable tax credit for its pro rata share of tax paid

 by the Company on the gain and (iii) increase the tax basis for its shares by an amount equal to the deemed distribution less the
tax credit.

 The Company (or if a U.S. shareholder holds
shares through an intermediary, such intermediary) will send to each shareholder who is subject to Internal Revenue Service (" IRS ")
reporting, as promptly as possible after the end of each calendar year, a notice reporting the amounts includible in such shareholder's
taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year's
distributions generally will be reported to the IRS. Distributions may also be subject to additional state, local and foreign taxes
depending on a shareholder's particular situation. The Company also intends to post on the Investor Relations portion of
the Company's public website a notice detailing the tax character of the Company's distributions on a per share and
per distribution basis.

 The IRS currently requires that a RIC that
has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as ordinary
income and capital gains) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, during
any time that the Company has preferred shares outstanding, the Company intends to allocate capital gain dividends, if any, between
its Common Shares and preferred shares in proportion to the total dividends paid to each class with respect to such tax year. Shareholders
will be notified annually as to the U.S. federal tax status of distributions, and shareholders receiving distributions in the form
of additional shares will receive a report as to the NAV of those shares.

 The Company for the foreseeable future does
not expect to be considered to be a "publicly offered regulated investment company." This means that for purposes of
computing the taxable income of U.S. shareholders of the Fund that are individuals, trusts or estates, (1) the Company's
earnings will be computed without taking into account such U.S. shareholders' allocable shares of the management and incentive
fees paid to the Adviser and certain of the Company's other expenses, (2) each such U.S. shareholder will be treated as having
received or accrued a distribution from the Company in the amount of such U.S. shareholder's allocable share of these fees
and expenses for such taxable year, (3) each such U.S. shareholder will be treated as having paid or incurred such U.S. shareholder's
allocable share of these fees and expenses for the calendar year and (4) each such U.S. shareholder's allocable share of
these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. shareholder. For taxable years beginning
before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. shareholder that is an individual, trust
or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. shareholder
that is an individual, trust or estate only to the extent that the aggregate of such U.S. shareholder's miscellaneous itemized
deductions exceeds 2% of such U.S. shareholder's adjusted gross income for U.S. federal income tax purposes, are not deductible
for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of
the Code. A "publicly offered regulated investment company" is a RIC whose equity interest are (i) continuously offered
pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons
at all times during the RIC's taxable year.

 Sale or Exchange of Shares

 Upon the sale or other disposition of our shares
(except pursuant to a repurchase by the Company, as described below), a shareholder will generally realize a capital gain or loss
in an amount equal to the difference between the amount realized and the shareholder's adjusted tax basis in the shares sold.
Such gain or loss will be long-term or short-term, depending upon the shareholder's holding period for the shares. Generally,
a shareholder's gain or loss will be a long-term gain or loss if the shares have been held for more than one year. For non-corporate
taxpayers, long-term capital gains are currently eligible for reduced rates of taxation.

 No loss will be allowed on the sale or other
disposition of shares if the owner acquires (including pursuant to the dividend reinvestment plan) or enters into a contract or
option to acquire securities that are substantially identical to such shares within 30 days before or after the disposition. In
such a case, the basis of the securities acquired will be adjusted to reflect the disallowed loss. Losses realized by a shareholder
on the sale or exchange of shares held for six (6) months or less are treated as long-term capital losses to the extent of any
distribution of long-term capital gain received (or amounts reported as undistributed capital gains) with respect to such shares.

 The Code requires reporting of adjusted cost
basis information for covered securities, which generally include shares of a RIC, to the IRS and to taxpayers. Shareholders should
contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.

 From time to time, the Company may offer to
repurchase its outstanding shares. Shareholders who tender all shares of the Company held, or considered to be held, by them will
be treated as having sold their shares and generally will realize a capital gain or loss. If a

 shareholder tenders fewer than all
of its shares or fewer than all shares tendered are repurchased, such shareholder may be treated as having received a taxable dividend
upon the tender of its shares. In such a case, there is a risk that non-tendering shareholders, and shareholders who tender some
but not all of their shares or fewer than all of whose shares are repurchased, in each case whose percentage interests in the Company
increase as a result of such tender, will be treated as having received a taxable distribution from the Company. The extent of
such risk will vary depending upon the particular circumstances of the tender offer, and in particular whether such offer is a
single and isolated event or is part of a plan for periodically redeeming shares of the Company.

 Under U.S. Treasury regulations, if a
shareholder recognizes a loss with respect to shares of $2 million or more for an individual shareholder or $10 million or
more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct
owners of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance,
shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to
shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors
to determine the applicability of these regulations in light of their individual circumstances.

 Nature of the Company's Investments

 Certain of the Company's hedging and
derivatives transactions are subject to special and complex U.S. federal income tax provisions that may, among other things, (i)
disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower-taxed long-term capital
gain into higher-taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital
loss (the deductibility of which is more limited), (iv) cause the Company to recognize income or gain without a corresponding receipt
of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely
alter the intended characterization of certain complex financial transactions and (vii) produce income that will not be treated
as qualifying income for purposes of the 90% gross income test described above.

 These rules could therefore affect the character,
amount and timing of distributions to shareholders and the Company's status as a RIC. The Company will monitor its transactions
and may make certain tax elections in order to mitigate the effect of these provisions.

 Below Investment Grade Instruments

 The Company expects to invest in debt securities
that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments
in these types of instruments may present special tax issues for the Company. U.S. federal income tax rules are not entirely clear
about issues such as when the Company may cease to accrue interest, original issue discount or market discount, when and to what
extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be
allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable.
These and other issues will be addressed by the Company, to the extent necessary, to preserve its status as a RIC and to distribute
sufficient income to not become subject to U.S. federal income tax.

 Original Issue Discount

 For federal income tax purposes, we may be
required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example,
if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero-coupon
securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued
with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the
obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original
issue discount will be included in our investment company taxable income for the year of the accrual, we may be required to make
a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received
any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify
for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or
at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for
this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus
we may become subject to corporate-level income tax.

 Market Discount

 In general, the Company will be treated as
having acquired a security with market discount if its stated redemption price at maturity (or, in the case of a security issued
with original issue discount, its revised issue price) exceeds the Company's initial tax basis in the security by more than
a statutory de minimis amount. The Company will be required to treat any principal payments on, or any gain derived from
the disposition of, any securities acquired with market discount as ordinary income to the extent of the accrued market discount,
unless the Company makes an election to accrue market discount on a current basis. If this election is not made, all or a portion
of any deduction for interest expense incurred to purchase or carry a market discount security may be deferred until the Company
sells or otherwise disposes of such security.

 Warrants

 Gain or loss realized by the Company from warrants
acquired by the Company as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain
or loss. Such gain or loss generally will be long-term or short-term, depending on how long the Company held a particular warrant.

 Currency Fluctuations

 Under Section 988 of the Code, gains or losses
attributable to fluctuations in exchange rates between the time the Company accrues income or receivables or expenses or other
liabilities denominated in a foreign currency and the time the Company actually collects such income or receivables or pays such
liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency, foreign currency
forward contracts, certain foreign currency options or futures contracts and the disposition of debt securities denominated in
foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are
also treated as ordinary income or loss.

 Foreign Taxes

 The Company's investment in non-U.S.
securities may be subject to non-U.S. withholding and other taxes. In that case, the Company's yield on those securities
would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to foreign taxes paid
by the Company. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

 Passive Foreign Investment Companies

 The Company may invest in stocks of foreign
companies that are classified under the Code as passive foreign investment companies (" PFICs "). In general,
a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its
gross income is investment-type income. In general, under the PFIC rules, an "excess distribution" received with respect
to PFIC stock is treated as having been realized ratably over the period during which the Company held the PFIC stock. The Company
will be subject to tax on the portion, if any, of the excess distribution that is allocated to its holding period in prior taxable
years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even
though the Company distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of
PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.

 The Company may be eligible to elect alternative
tax treatment with respect to PFIC stock. Under such an election, the Company generally would be required to include in its gross
income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC.
If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply.
Treasury Regulations generally treat income inclusion from a PFIC with respect to which the Company has made such an election as
qualifying income for purposes of the 90% income requirement if (i) there is a current distribution out of the earnings and profits
of the PFIC that are attributable to such income inclusion or (ii) such income inclusion is derived with respect to the Company's
business of investing in stock, securities, or currencies. Alternatively, the Company may be able to elect to mark to market its
PFIC stock, resulting in any unrealized gains at year end being treated as though they were realized and reported as ordinary income.
Any mark-to-market losses and any loss from an actual disposition of the PFIC's shares would be deductible as ordinary losses
to the extent of any net mark-to-market gains included in income in prior years with respect to stock in the same PFIC.

 Because the application of the PFIC rules may
affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with
respect to PFIC stock, as well as subject the Company to tax on certain income from PFIC stock, the amount that must be distributed
to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased
substantially as compared to a fund that did not invest in PFIC stock.

 Preferred Shares or Borrowings

 If the Company utilizes leverage through the
issuance of preferred shares or borrowings, it may be restricted by certain covenants with respect to the declaration of, and payment
of, dividends on shares in certain circumstances. Limits on the Company's payments of dividends on shares may prevent the
Company from meeting the distribution requirements described above, and may, therefore, jeopardize the Company's qualification
for taxation as a RIC and possibly subject the Company to the 4% excise tax. The Company will endeavor to avoid restrictions on
its ability to make dividend payments.

 Backup Withholding

 The Company may be required to withhold from
all distributions and redemption proceeds payable to U.S. shareholders who fail to provide the Company with their correct taxpayer
identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup
withholding. Certain shareholders specified in the Code generally are exempt from such backup withholding. This backup withholding
is not an additional tax. Any amounts withheld may be refunded or credited against the shareholder's U.S. federal income
tax liability, provided the required information is timely furnished to the IRS.

 Medicare Tax on Net Investment Income

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

 Tax-Exempt U.S. Shareholders

 A U.S. shareholder that is a tax-exempt organization
for U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation may nevertheless be subject
to taxation to the extent that it is considered to derive unrelated business taxable income (" UBTI "). The direct
conduct by a tax-exempt U.S. shareholder of the activities that the Company proposes to conduct could give rise to UBTI. However,
a RIC is a corporation for U.S. federal income tax purposes and its business activities generally will not be attributed to its
shareholders for purposes of determining their treatment under current law. Therefore, unless a tax-exempt shareholder's
investment in the Company is itself debt-financed, a tax-exempt U.S. shareholder should not be subject to U.S. federal income taxation
solely as a result of such shareholder's direct or indirect ownership of our equity and receipt of distributions with respect
to such equity (regardless of whether the Company incurs indebtedness). Moreover, under current law, if the Company incurs indebtedness,
such indebtedness will not be attributed to a tax-exempt U.S. shareholder. Therefore, a tax-exempt U.S. shareholder should not
be treated as earning income from "debt-financed property" and distributions the Company pays should not be treated
as "unrelated debt-financed income" solely as a result of indebtedness that it incurs. Certain tax-exempt private universities
are subject to an additional 1.4% excise tax on their "net investment income," including income from interest, dividends,
and capital gains. Proposals periodically are made to change the treatment of "blocker" investment vehicles interposed
between tax-exempt investors and non-qualifying investments. In the event that any such proposals were to be adopted and applied
to RICs, the treatment of dividends payable to tax-exempt investors could be adversely affected. In addition, special rules would
apply if the Company were to invest in certain real estate mortgage investment conduits or taxable mortgage pools, which the Company
does not currently plan to do, that could result in a tax-exempt U.S. shareholder recognizing income that would be treated as UBTI.

 Non-U.S. Shareholders

 Whether an investment in the shares of the
Company is appropriate for a non-U.S. shareholder will depend upon that person's particular circumstances. An investment
in the Common Shares by a non-U.S. shareholder may have adverse tax consequences. Non-U.S. shareholders should consult their tax
advisors before investing in our Common Shares.

 Subject to the discussion below, distributions
of our investment company taxable income to non-U.S. shareholders (including interest income, net short-term capital gain or foreign-source
dividend and interest income, which generally would be free of withholding if paid to non-U.S. shareholders directly) will be subject
to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty, assuming the non-U.S. shareholder
provides the required documentation evidencing its eligibility for such lower rate) to the extent of our current and accumulated
earnings and profits unless the distributions are effectively connected with a U.S. trade or business of the non-U.S. shareholder,
in which case the distributions will generally be subject to U.S. federal income tax at the rates applicable to U.S. persons. In
that case, we will not be required to withhold U.S. federal tax if the non-U.S. shareholder complies with applicable certification
and disclosure requirements. Special certification requirements apply to a non-U.S. shareholder that is a foreign partnership or
a foreign trust, and such entities are urged to consult their own tax advisors.

 Certain properly reported dividends received
by a non-U.S. shareholder generally are exempt from U.S. federal withholding tax when they (1) are paid in respect of our "qualified
interest income" (generally, our U.S. source interest income, other than certain contingent interest and interest from obligations
of a corporation or partnership in which we are at least a 10% shareholder, reduced by expenses that are allocable to such income),
or (2) are paid in connection with our "qualified short-term capital gains" (generally, the excess of our net short-term
capital gain over our long-term capital loss for a tax year) as well as if certain other requirements are satisfied. Nevertheless,
it should be noted that in the case of shares of our stock held through an intermediary, the intermediary may have withheld U.S.
federal income tax even if we reported the payment as an interest-related dividend or short-term capital gain dividend. Moreover,
depending on the circumstances, we may report all, some or none of our potentially eligible dividends as derived from such qualified
interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible for this
exemption from withholding.

 Actual or deemed distributions of our net capital
gains to a non-U.S. shareholder, and gains realized by a non-U.S. shareholder upon the sale of Common Shares, will not be subject
to federal withholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the
case may be, are effectively connected with a U.S. trade or business of the non-U.S. shareholder and, if an income tax treaty applies,
are attributable to a permanent establishment maintained by the non-U.S. shareholder in the United States or, in the case of an
individual non-U.S. shareholder, the shareholder is present in the United States for 183 days or more during the year of the sale
or capital gain dividend and certain other conditions are met.

 If we distribute our net capital gains in the
form of deemed rather than actual distributions (which we may do in the future), a non-U.S. shareholder will be entitled to a U.S.
federal income tax credit or tax refund equal to the shareholder's allocable share of the tax we pay on the capital gains
deemed to have been distributed. In order to obtain the refund, the non-U.S. shareholder must obtain a U.S. taxpayer identification
number and file a U.S. federal income tax return even if the non-U.S. shareholder would not otherwise be required to obtain a U.S.
taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. shareholder, distributions (both
actual and deemed), and gains realized upon the sale of Common Shares that are effectively connected with a U.S. trade or business
may, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate (or at a lower rate
if provided for by an applicable treaty).

 A non-U.S. shareholder who is a non-resident
alien individual, and who is otherwise subject to withholding of U.S. federal income tax, may be subject to information reporting
and backup withholding of U.S. federal income tax on dividends unless the non-U.S. shareholder provides us or the dividend paying
agent with a U.S. nonresident withholding tax certification (e.g., an IRS Form W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute
form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. shareholder or otherwise establishes
an exemption from backup withholding.

 The Company may be required to withhold from
distributions that are otherwise exempt from U.S. federal withholding tax (or taxable at a reduced treaty rate) unless the non-U.S.
shareholder certifies his or her foreign status under penalties of perjury or otherwise establishes an exemption.

 Non-U.S. shareholders may also be subject to
U.S. estate tax with respect to their investment in Common Shares.

 The tax consequences to a non-U.S. shareholder
entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Non-U.S. shareholders are advised
to consult their own tax advisers with respect to the particular tax consequences to them of an investment in the Company.

 Foreign Account Tax Compliance Act

 Under Sections 1471 through 1474 of the
Code (such Sections commonly referred to as " FATCA "), a 30% United States federal withholding tax may apply
to any dividends that the Company pays to (i) a "foreign financial institution" (as specifically defined in the Code),
whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution
agrees to verify, report and disclose its United States "account" holders (as specifically defined in the Code) and
meets certain other specified requirements or (ii) a non-financial foreign entity, whether such nonfinancial foreign entity is
the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does
not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial
United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution
or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. In addition,
foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing
FATCA may be subject to different rules. You should consult your own tax advisor regarding FATCA and whether it may be relevant
to your ownership and disposition of our shares.

 Other Taxation

 Shareholders may be subject to state, local
and foreign taxes on their distributions from the Company. Shareholders are advised to consult their own tax advisers with respect
to the particular tax consequences to them of an investment in the Company.

 Change in Tax Laws

 Each prospective investor should be aware
that tax laws and regulations are changing on an ongoing basis, and such laws and/or regulations may be changed with retroactive
effect. Moreover, the interpretation and/or application of tax laws and regulations by certain tax authorities may not be clear,
consistent or transparent. Uncertainty in the tax law may require the Company to accrue potential tax liabilities even in situations
in which the Company and/or shareholders do not expect to be ultimately subject to such tax liabilities. In that regard, accounting
standards and/or related tax reporting obligations may change, giving rise to additional accrual and/or other obligations.

 Developments in the tax laws of the United
States or other jurisdictions could have a material effect on the tax consequences to shareholder, to the Company, and/or the Company's
direct and indirect subsidiaries, and shareholders may be required to provide certain additional information to the Company (which
may be provided to the IRS or other taxing authorities) and may be subject to other adverse consequences as a result of such change
in tax laws. In the event of any such change in tax law, each shareholder is urged to consult its own advisors.

 Available Information

 We file with or submit to the SEC annual,
quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange
Act. This information is available free of charge by calling us collect at(888) 522-2388 or on our website at www. LABDC.com. Information
contained on our website is not incorporated into this annual report on Form 10-K and you should not consider such information
to be part of this annual report on Form 10-K. Such information is also available from the EDGAR database on the SEC's web site
at www.sec.gov.

 Item 1A. Risk Factors

 Investing in our Common Shares involves
a number of significant risks. The following information is a discussion of the material risk factors associated with an investment
in our Common Shares specifically, as well as those factors generally associated with an investment in a company with investment
objectives, investment policies, capital structure or trading markets similar to ours. In addition to the other information contained
in this report, you should consider carefully the following information before making an investment in our Common Shares. The risks
below are not the only risks we face but do represent the known material risks and uncertainties that we believe are most significant
to our business, operating results, financial condition, prospects and forward-looking statements. Additional risks and uncertainties
not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the
following events occur our business, financial condition and results of operations could be materially and adversely affected.
In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.

 Summary of Risk Factors

 The following is a summary of the principal
risk factors associated with an investment in our securities. Further details regarding each risk included in the below summary
list can be found further below.

 •
 We have a 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.

 •
 We have not identified specific investments that we will make with
the proceeds of our private offering. As a result, you will not have the opportunity to evaluate our future investments prior to
purchasing our Common Shares.

 •
 You should not expect to be able to sell your Common 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.

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

 •
 You should purchase these securities only if you can afford a complete
loss of your investment.

 •
 We intend to implement a share repurchase program, but only a limited
number of Common Shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant
restrictions. See " Item 1. Business – Share Repurchase Program ", " Item 1A. Risk Factors –
 Repurchase Program Risk " and " Item 1A. Risk Factors – Timing of Repurchase May be Disadvantageous."

 •
 An investment in our Common Shares is not suitable for you if you
need access to the money you invest. See " Item 1. Business – 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, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. We believe
the likelihood that we pay distributions from sources other than cash flow from operations will be higher in the early stages of
the offering.

 •
 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 " Item 1A. Risk Factors – Leverage Risk".

 •
 We qualify as an "emerging growth company" as defined
in 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.

 •
 Our Board has the authority to modify or waive the Company's
investment objective, operating policies or strategies without prior notice (except as required by the 1940 Act) and without investor
approval.

 •
 Our Board may, without shareholder vote, subject to certain exceptions,
amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an
amended and restated Declaration of Trust.

 Risks Relating to an Investment in the
Company

 We are a relatively new company and
have a limited operating history. The Company is a non-diversified, closed-end management investment company
that has elected to be regulated as a BDC and has a limited operating history. As a result, prospective investors have no significant
track record or history on which to base their investment decision. We are subject to the business risks and uncertainties associated
with recently formed businesses, including the risk that we will not achieve our investment objectives and the value of a shareholder's
investment could decline substantially or become worthless. While we believe that the past professional experiences of the Adviser's
Investment Team, including investment and financial experience of the Adviser's senior management, will increase the likelihood
that the Adviser will be able to manage the Company successfully, there can be no assurance that this will be the case.

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

 Competition with Other Entities,
Including Commercial Banks, Commercial Financing Companies, BDCs, Insurance Companies and Other Private Funds. Other entities
compete with the Company to make the types of investments that the Company plans to make. Certain of these competitors may be substantially
larger, have considerably greater financial, technical and marketing resources than the Company will have and offer a wider array
of financial services. There may be intense competition for investments of the type the Company intends to make, and such competition
may result in less favorable investment terms than might otherwise exist. The competitive pressures the Company faces may have
a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

 Risk of Dependence on Key Personnel
of the Adviser. The Company will depend on the diligence, skill, experience and network of business contacts of the Adviser's
portfolio management team. There can be no assurances that certain members of the team will continue to provide investment services
to the Adviser. The loss of key personnel would limit the Company's ability to achieve its investment objective and operate
as anticipated.

 Illiquid Investments and Restrictions
on Withdrawal. An investment in the Company is suitable only for certain sophisticated investors that have no need for
immediate liquidity in respect of their investment and who can accept the risks associated with investing in illiquid investments.

 Our Common Shares are illiquid investments
for which there is not and will likely not be a secondary market. Liquidity for our Common Shares will be limited to participation
in our share repurchase program, which we have no obligation to maintain. When we make quarterly repurchase offers pursuant to
the share repurchase program, we will offer to repurchase Common Shares at a price that is estimated by our internal valuation
processes to be equal to our NAV per share on the last day of such quarter, which may be lower than the price that you paid for
our Common Shares. As a result, to the extent you paid a price that includes the related sales load or asset prices have declined
and to the extent you have the ability to sell your Common Shares pursuant to our share repurchase program, the price at which
you may sell Common Shares may be lower than the amount you paid in connection with the purchase of Common Shares in the offering.

 Transfer Restrictions. There
are restrictions on the ability of holders of our Common Shares to transfer shares, including restrictions typically associated
with a private offering of securities under Regulation D and other exemptions from registration under the Securities Act, and these
restrictions could limit the liquidity of an investment our Common Shares and the price at which holders may be able to

 sell the
shares. We are relying on an exemption from registration under the Securities Act and state securities laws in offering our Common
Shares. As such, absent an effective registration statement covering our Common Shares, such shares may be resold only in transactions
that are exempt from the registration requirements of the Securities Act and in accordance with the terms of the applicable Subscription
Agreement. Our Common Shares have limited transferability which could delay, defer or prevent a transaction or a change of control
of the Company that might involve a premium price for our securities or otherwise be in the best interest of our shareholders.

 Company Investors have No Right to
Control the Company's Operations. The Company is managed exclusively by the Adviser. Company investors will not make
decisions with respect to the management, disposition or other realization of any investment, the day-to-day operations of the
Company, or any other decisions regarding the Company's business and affairs, except for limited circumstances. Specifically,
Company investors will not have an opportunity to evaluate for themselves the relevant economic, financial and other information
regarding investments by the Company or receive any financial information issued directly by the portfolio companies that is available
to the Adviser. Company investors should expect to rely solely on the ability of the Adviser with respect to the Company's
operations.

 The Company's Assets are Subject
to Recourse. The assets of the Company, including any investments made by and any capital held by the Company are available
to satisfy all liabilities and other obligations of the Company, as applicable. If the Company becomes subject to a liability,
parties seeking to have the liability satisfied may have recourse to the Company's assets generally and may not be limited
to any particular asset, such as the investment giving rise to the liability. Such recourse obligations of the Company will be
treated as senior securities.

 No Assurance the Company Will be
Able to Obtain Leverage. The Company will seek to regularly employ direct or indirect leverage in a variety of forms through
borrowings, derivatives and other financial instruments as part of its investment program. However, there can be no assurance that
the Company will be able to obtain indebtedness at all or to the desired degree or that indebtedness will be accessible by the
Company at any time or in connection with any particular investment. If indebtedness is available to the Company, there can be
no assurance that such indebtedness will be available in the desired amount, be on terms favorable to the Company and/or terms
comparable to terms obtained by competitors. The terms of any indebtedness are expected to vary based on the counterparty, timing,
size, market interest rates, other fees and costs, duration, advance rates, eligible investments or collateral, ability to borrow
in currencies other than the U.S. dollar and Company investor creditworthiness and composition. Moreover, market conditions or
other factors may cause or permit the amount of leverage employed by the Company to fluctuate over the Company's life. Furthermore,
the Company may seek to obtain indebtedness on an investment-by-investment basis, and leverage may not be available or may be available
on less desirable terms in connection with particular investments. The instruments and borrowing utilized by the Company to leverage
its investments may be collateralized by other assets of the Company.

 It is expected that the Company will directly
or indirectly incur indebtedness collateralized by the Company's assets. As a BDC, with certain limited exceptions, the Company
will only be permitted to borrow amounts such that the Company's asset coverage ratio, as defined in the 1940 Act, equals
at least 150% (equivalent to $2 of debt outstanding for each $1 of equity) after such borrowing. If the Company is unable to obtain
and maintain the desired amount of borrowings on favorable terms, the Adviser may seek to realize the Company's investments
earlier than originally expected.

 No Assurance of the Availability
of Asset-Based Leverage. The Company is expected to utilize asset-based leverage in acquiring investments on a deal-by-deal
basis. However, there can be no assurance that the Company will be able to obtain indebtedness with respect to any particular investment.
If indebtedness is available in connection with a particular investment, there can be no assurance that such indebtedness will
be on terms favorable to the Company and/or terms comparable to terms obtained by competitors, including with respect to costs,
duration, size, advance rates and interest rates. Moreover, market conditions or other factors may cause or permit the amount of
leverage employed by the Company to fluctuate over its life. For example, if leverage is obtained later in the Company's
life, the Company may immediately deploy such leverage in order to achieve the desired borrowing ratio, which may involve making
distributions of borrowed funds. If the Company is unable to, or not expected to be able to, obtain indebtedness in connection
with a particular investment, the Company may determine not to make the investment or may invest a different proportion of its
available capital in such investment. This may affect the ability of the Company to make investments, could adversely affect the
returns of the Company and may impair its ability to achieve its investment objective. In addition, the lender may impose certain
diversification or other requirements in connection with asset-based leverage, and these restrictions are expected to impact the
ability of the Company to participate in certain investments or the amount of the Company's participation in certain investments.

 There are Special Considerations
for Certain Benefit Plan Investors. We intend to conduct our affairs so that our assets should not be deemed to constitute
"plan assets" under the Employee Retirement Income Security Act of 1974, as amended (" ERISA ") or
certain U.S. Department of Labor regulations promulgated thereunder, as modified by Section 3(42) of ERISA (the " Plan
Asset Regulations "). In this regard, until such time, if any, as our Common Shares are considered "publicly-offered
securities" within the meaning of the Plan Asset Regulations, we intend to limit investment in our Common Shares by "benefit
plan investors" (" Benefit Plan Investors ") to less than 25% of the total value of our Common Shares (within
the meaning of the Plan Asset Regulations).

 If, notwithstanding our intent, the assets
of the Company were deemed to constitute "plan assets" of any shareholder that is a Benefit Plan Investor under ERISA
or the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary
responsibility standards of ERISA to investments made by the Company, and (ii) the possibility that certain transactions in which
the Company might seek to engage could constitute "prohibited transactions" under ERISA and the Code. If a prohibited
transaction occurs for which no exemption is available, the Adviser and/or any other fiduciary that has engaged in the prohibited
transaction could be required to (i) restore to the Benefit Plan Investor any profit realized on the transaction and (ii) reimburse
the Benefit Plan Investor for any losses suffered by the Benefit Plan Investor as a result of the investment. In addition, each
disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of
the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected
within statutorily required periods, to an additional tax of 100%. The fiduciary of a Benefit Plan Investor who decides to invest
in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their
investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company or the Adviser. With respect to
a Benefit Plan Investor that is an individual retirement account (an " IRA ") that invests in the Company, the
occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause
the IRA to lose its tax-exempt status. In addition, to the extent that the Company represents and/or covenants to any contractual
counterparty that (1) the assets of the Company are not assets of the Benefit Plan Investors that invest in the Company and/or
(2) the transactions entered into between the Company and the Benefit Plan Investor that invest in the Company do not constitute
"prohibited transactions" under ERISA and the Code, and the applicable representation is untrue and/or the applicable
covenant is not met, additional liabilities may be incurred, including as a result of the unwinding of the applicable contract.

 Accordingly, until such time, if any, as
our Common Shares constitute "publicly traded securities" within the meaning of the Plan Asset Regulations, we have
the power, among other things, to (a) reject, in whole or in part, the subscription of any prospective investor to the Company;
(b) withhold consent to the Transfer of Common Shares, including in circumstances where the Adviser determines necessary or desirable
in order to facilitate compliance with ERISA or the Plan Asset Regulations; (c) restrict participation in the dividend reinvestment
program such that Benefit Plan Investors are not permitted to participate, and (d) call drawdown purchases on a non-pro rata basis,
and all Common Shares of the Company shall be subject to such terms and conditions.

 Leverage Risk. The Company
will seek to employ direct or indirect leverage in a variety of forms, including through borrowings, derivatives, and other financial
instruments as part of its investment program, which leverage is expected to be secured by the Company's assets, secured
or unsecured bonds, securitization of portions of the Company's investment portfolio via CLOs or preferred shares. The greater
the total leverage of the Company relative to its assets, the greater the risk of loss and possibility of gain due to changes in
the values of its investments. The extent to which the Company uses leverage may have other significant consequences to Company
investors, including, the following: (i) greater fluctuations in the net assets of the Company; (ii) use of cash flow for debt
service and related costs and expenses, rather than for additional investments, distributions, or other purposes; (iii) in certain
circumstances the Company may be required to harvest investments prematurely or in unfavorable market conditions to service its
debt obligations, and in such circumstances the recovery the Company receives from such harvests may be significantly diminished
as compared to the Company's expected return on such investments; (iv) limitation on the Company's flexibility to make
distributions to Company investors or result in the sale of assets that are pledged to secure the indebtedness; (v) increased interest
expense if interest rate levels were to increase significantly; (vi) during the term of any borrowing, the Company's returns
may be materially reduced by increased costs attributable to regulatory changes; and (vii) banks and dealers that provide financing
to the Company may apply discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers
in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous
prices. The cost associated with the use of leverage may not be recouped through investments or may significantly reduce the profitability
of any investment. Certain types of loans require a fee payment irrespective if the credit facility is actually used and may require
an annual fee to extend the facility. There can also be no assurance that the Company will have sufficient cash flow or be able
to liquidate sufficient assets to meet its debt service obligations. As a result, the Company's exposure to losses, including
a potential loss of principal, as a result of which Company investors could potentially lose all or a portion of their investments
in the Company, may be increased due to the use of leverage and the illiquidity of

 the investments generally. Similar risks and
consequences apply with respect to indebtedness related to a particular asset or portfolio of assets.

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

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

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

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

 Provisions in Our Declaration of
Trust Could Make It More Difficult for a Potential Acquirer to Acquire Us. Our Declaration of Trust contains provisions
that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise.
Our Board may, without shareholder action, authorize the issuance of Common Shares in one or more classes or series, including
preferred shares; our Board may, without shareholder action, amend our Declaration of Trust to increase the number of our Common
Shares, of any class or series, that we will have authority to issue. These provisions may inhibit a takeover of us, which could
limit the price investors might be willing to pay in the future for shares of our common shares and could entrench management.

 Expedited Investment Decisions.
Investment analyses and decisions by the Adviser may be required to be undertaken on an expedited basis to take advantage of investment
opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited.
Therefore, no assurance can be given that the Adviser will have knowledge of all circumstances that may adversely affect an investment.
In addition, the Adviser may rely upon independent consultants and other sources in connection with its evaluation of proposed
investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants
or other sources or to the Company's right of recourse against them in the event errors or omissions do occur.

 Insurance Risk. Lord Abbett
expects to purchase and maintain an omnibus insurance policy or policies which includes coverage in respect of the Company, the
Adviser and their affiliates, as well as Other Clients (the Adviser, its affiliates and their principals and employees serve as
investment adviser, managing member or general partner to other investment funds, pooled investment vehicles and

 client accounts
(the " Other Clients ")), including certain of their respective indemnified persons (which omnibus insurance policy
or policies may provide coverage to the Adviser and its affiliates, as applicable, for events unrelated to the Company). The premiums
for such shared insurance policies generally would be borne by Lord Abbett and the clients covered by such policies, and such shared
insurance policy or policies are expected to have an overall cap on coverage for all the insured parties thereunder. To the extent
an insurable event results in claims in excess of such cap, the Company may not receive as much in insurance proceeds as it would
have received if separate insurance policies had been purchased for each insured party. Similarly, insurable events may occur sequentially
in time while subject to a single overall cap. To the extent insurance proceeds for one such event are applied towards a cap and
the Company experiences an insurable loss after such event, the Company's receipts from such insurance policy may also be
diminished. Insurance policies covering the Company, the premiums of which are paid in whole or in part by the Company, may provide
insurance coverage to indemnified persons for conduct that would not be covered by indemnification. In addition, the Company may
need to initiate litigation in order to collect from an insurance provider, which may be lengthy and expensive for the Company
and which ultimately may not result in a financial award. In addition, the Adviser may cause the Company to purchase and maintain
insurance coverage that provides coverage to the Company, and certain indemnified persons, in which case, the premiums would be
borne by the Company.

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

 Indemnification Risk. The
Company is required to indemnify the Adviser, the members of the Board and each other person indemnified under the Company's
Declaration of Trust and Bylaws for liabilities incurred in connection with the Declaration of Trust, the Bylaws, the Advisory
Agreement and the Company's activities, except in certain circumstances. Subject to the limits on indemnification under Section
17(h) of the 1940 Act, the Company's Declaration of Trust provides that the Company shall not indemnify such persons to the
extent liability and losses are the result of negligence or misconduct in the case of an Interested Trustee, officer, employee,
sponsor, controlling person or agent of the Company, or gross negligence or willful misconduct in the case of an Independent Trustee.
Subject to the limits on indemnification under Section 17(i) of the 1940 Act, the Advisory Agreement provides that the Adviser
shall not be protected against any liability to the Company or its shareholders by reason of willful misfeasance, bad faith or
gross negligence on the Adviser's part in the performance of its duties or by reason of the reckless disregard of its duties
and obligations. The Company will also indemnify certain service providers, including the Administrator and the Company's
auditors, as well as consultants and sourcing, operating and joint venture partners. Such liabilities may be material and may have
an adverse effect on the returns to the Company investors. The indemnification obligation of the Company would be payable from
the assets of the Company. The application of the indemnification and exculpation standards may result in Company investors bearing
a broader indemnification obligation in certain cases than they would in the absence of such standards. As a result of these considerations,
even though such provisions will not act as a waiver on the part of any investor of any of its rights which are not permitted to
be waived under applicable law, the Company may bear significant financial losses even where such losses were caused by the conduct,
as described above, of such indemnified persons.

 Portfolio Valuation Risk.
The Adviser, subject to the oversight of the Board, will determine the valuation of the Company's investments. It is expected
that most of the Company's investments will not have readily available market quotations, which will require the Adviser
to estimate, in accordance with the Adviser's valuation policies, the fair value of such investments on the valuation date.
Fair value pricing is based on subjective judgments, and it is possible that the fair value of a security may differ materially
from the value that would be realized if the security were sold. Absent bad faith or manifest error, valuation determinations of
the Adviser will be conclusive and binding on the Company investors.

 In addition, the Adviser may have an interest
in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases,
the Company may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Adviser
may continue to place a favorable valuation on such investment due to the Adviser's determination that the investment is
sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption
is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not
be permanently written-off or permanently written down despite its distressed state or covenant breach until such portfolio company
experiences a material corporate event ( e.g., bankruptcy or partial sale) which establishes an objective basis for such
revised valuation. In these circumstances, the Adviser has an interest in delaying any such write-offs or write-downs to maintain
a higher management fee base and thus, management fees paid to the Adviser.

 In addition, the Company may rely on third-party
valuation services to verify the value of certain investments. An investment may not have a readily ascertainable market value
and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation.
Further, because of the Adviser's knowledge of the investment, the valuation services may defer to the Adviser's valuation
even where such valuation may not be accurate or the determination thereof involved a conflict of interest. Additionally, the Company
may also choose to discontinue the use of any third-party valuation services at any time, which could create a conflict of interest
and impair the third-party valuation service's independence. An inaccurate valuation of an investment could have a substantial
impact on the Company.

 Due Diligence Risk. When
conducting due diligence and making an assessment regarding a potential investment, the Adviser will be required to rely on resources
available to it, including internal sources of information as well as information provided by existing and potential obligors,
any equity sponsor(s), lenders and other independent sources. The due diligence process may at times rely on limited or incomplete
information.

 The Adviser will select investments for
the Company in part on the basis of publicly available information filed with various government regulators or information made
directly available to the Adviser. Although the Adviser will evaluate all such information and data and seek independent corroboration
when it considers it appropriate and reasonably available, the Adviser may not be in a position to confirm the completeness, genuineness
or accuracy of such information and data. The Adviser is dependent upon the integrity of the management of the entities filing
such information and of such companies and third parties providing such information, as well as the financial reporting process
in general. The value of an investment made by the Company may be affected by fraud, misrepresentation or omission on the part
of a company or any related parties to such company, or by other parties to the investment (or any related collateral and security
arrangements). Such fraud, misrepresentation or omission may adversely affect the value of the investment and/or the value of the
collateral underlying the investment in question and may adversely affect the Company's ability to enforce its contractual
rights relating to that investment or the relevant obligor's ability to repay the principal or interest on the investment.

 In addition, the Adviser may rely upon
independent consultants or experts in connection with its evaluation of proposed investments. There can be no assurance that these
consultants or experts will accurately evaluate such investments. Investment analyses and decisions by the Adviser may be undertaken
on an expedited basis in order to make it possible for the Company to take advantage of short-lived investment opportunities. In
such cases, the available information at the time of an investment decision may be limited, inaccurate and/or incomplete. In addition,
the financial information available to the Adviser may not be accurate or provided based upon accepted accounting methods. Accordingly,
the Adviser cannot guarantee that the due diligence investigation it carries out with respect to any investment opportunity will
reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity which may have
a material adverse effect on the performance of the Company.

 Non-Specified Investments and Discretion
in Determining Use of Proceeds. The Adviser has not yet identified the potential investments that the Company will acquire
with the net proceeds of our offering, and the net proceeds of our offering will be used to finance or invest in companies that
will not be meaningfully described to the shareholders prior to such investment. No assurance can be given as to when the Company
will fund any investments. Shareholders will not have an opportunity to evaluate the specific merits or risks of any prospective
investment. As a result, shareholders will be dependent on the judgment of the Adviser in connection with the investment and management
of the proceeds of our offering, including the selection of the investments. The number of investments that the Company makes,
and diversification of its investments may be dependent on the amount of proceeds raised herein and will be reduced if less than
the maximum amount of the offering is raised. There can be no guarantee that a sufficient number of investments will be available
and that the Company will therefore be able to invest all funds committed by the shareholders.

 Compliance with Applicable Law.
Although the Adviser will seek for it and the Company to comply with all U.S. federal, state and local lending regulations and
to obtain all required licenses, there is no assurance that the Adviser or the Company will be able to obtain all required licenses
or always be compliant or that there will not be allegations of non-compliance even if the Adviser and the Company were or are
fully compliant. Any violation of applicable law or failure to comply with regulatory requirements could result in, among other
things, revocation of required licenses or registrations, loss of approval status, termination of contracts without compensation,
damages, fines, penalties, litigation costs, investigation costs and even restrictions on the ability of the Company's ability
to conduct business.

 Litigation Risk. The Adviser
will act in good faith and use reasonable judgment in managing the Company. It is impossible for the Adviser to foresee what allegations
may be brought by a regulatory agency or a third party, and the Adviser will seek to avoid litigation,

 if, in the Adviser's
judgment, the circumstances warrant an alternative resolution. If an allegation is brought or litigation is commenced against the
Company, the Company will incur legal fees and costs to respond to the allegations and to defend any resulting litigation, this
could have an adverse effect on the Company's financial performance.

 Possession of Material Non-Public
Information, Limiting the Adviser's Discretion. From time to time, the Adviser (in its capacity as investment manager
of investment vehicles, funds or accounts or in connection with investment activities on its own behalf) and its affiliates receive
material non-public information with respect to issuers of publicly-traded securities or other securities in connection with, among
other examples, acquisitions, refinancings, restructurings of such issuers that the Adviser reviews or participates in, oftentimes
unrelated to its management of the Company. In such circumstances, the Company may be prohibited, by law, contract or by virtue
of the Adviser's policies and procedures, from (i) selling all or a portion of a position in such issuer, thereby potentially
incurring trading losses as a result, (ii) establishing an initial position or taking any greater position in such issuer, and
(iii) pursuing other investment opportunities related to such issuer. In order to prevent the portfolio managers of the Company
from receiving material, non-public information that may prevent them from being able to trade in investments in other accounts
the portfolio managers manage, portfolio management personnel (including the portfolio managers, research analysts, and traders)
may be subject to information barriers and prevented from accessing certain information regarding Company investments to which
investors are otherwise entitled, such as information about a borrower's business prospects, financial situation and liquidity
situation.

 Systems and Operational Risks.
The Company depends on the Adviser to develop and implement appropriate systems for the Company's activities. The Company
also relies heavily and on a regular basis on financial, accounting and other data processing systems to evaluate investments,
to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Company's
activities. In addition, the Company relies on information systems to store sensitive information about the Company, the Adviser,
their affiliates and the shareholders. Certain of the Company's and the Adviser's activities will be dependent upon
systems operated by third parties, including custodians, market counterparties and other service providers, and the Company and
the Adviser may not be in a position to adequately verify the risks or reliability of such third-party systems. These programs
or systems may be subject to certain defects, failures or interruptions, including, but not limited to data or securities price
data errors, mathematical or statistical errors, or computer system implementation errors or other errors, omissions, imperfections
and malfunctions, including those caused by computer "worms," viruses and power failures. Failures in the systems employed
by the Adviser, Administrator, custodians, counterparties, exchanges and similar clearance and settlement facilities and other
parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly
booked, evaluated or accounted for. Disruptions in the Company's operations or breach of the Company's information
systems may cause the Company to suffer, among other things, financial loss, the disruption of its business, liability to third
parties, regulatory penalties or reputational damage. Any of the foregoing failures or disruptions could have a material adverse
effect on the Company and the shareholders' investment therein.

 Reliance on Data; Data Errors.
The Adviser is highly reliant on the gathering, cleaning, culling and analysis of large amounts of data from third-party and other
external sources. It is not possible or practicable, however, to factor all relevant, available data into economic forecasts or
trading decisions. The Adviser will use its discretion to determine what data to gather with respect to any investment and what
subset of that data the research models take into account to produce forecasts that may have an impact on ultimate investment decisions.
In addition, it is inevitable that not all desired or relevant data will be available to, or processed by, the Adviser at all times.
In these cases, the Adviser may continue to generate forecasts and make investment decisions based on the data available to it.
In addition, the Adviser may determine that certain available data, while potentially useful in generating forecasts or making
investment decisions, is not cost effective to gather due to either the technology costs or third-party vendor costs and, in these
cases, the Adviser will not utilize the subject data. Investors should be aware that there is no guarantee that the data actually
utilized in making investment decisions will be the most accurate data available or even free of errors. Investors should assume
that the foregoing limitation and risks associated with gathering, cleaning, culling and analysis of large amounts of data from
third party and other external sources are an inherent part of investing with an adviser such as the Adviser.

 Public Disclosure Obligations.
The Company, the Adviser or their respective affiliates, service providers, or agents may from time to time be required or may,
in their discretion, determine that it is advisable to disclose certain information about the Company and the Company investors,
including investments held directly or indirectly by the Company and the names and level of beneficial ownership of certain of
the Company investors, to (i) regulatory or taxing authorities of certain jurisdictions, which have or assert jurisdiction over
the disclosing party or in which the Company directly or indirectly invests, or (ii) any lenders, counterparty of, or service provider
to, the Adviser or the Company (and its subsidiaries). Disclosure of confidential information under such circumstances will not
be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Company, the Adviser or any of their
affiliates, service providers or agents, may be prohibited from disclosing to any Company investor that any such disclosure has
been made.

 Cybersecurity Risk. With
the increased use of technologies such as the Internet and cloud computing to conduct business, the Company is susceptible to operational,
information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events.
Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems ( e.g., through "hacking"
or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites ( i.e., efforts to make network services unavailable to intended users). Cyber incidents
affecting the Company's or the Adviser's service providers have the ability to cause disruptions and impact business
operations, potentially resulting in financial losses, interference with the Company's ability to value its investments,
impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory
fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse
consequences could result from cyber incidents affecting counterparties with which the Company engages in transactions, governmental
and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and
other financial institutions (including financial intermediaries and service providers) and other parties. In addition, substantial
costs may be incurred in order to prevent any cyber incidents in the future. While the Company's service providers have established
business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations
in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Company cannot
control the cyber security plans and systems put in place by its service providers or any other third parties whose operations
may affect the Company or its shareholders. The Company and its shareholders could be negatively impacted as a result.

 Technology Systems Risk. The
Company depends on the Adviser to develop and implement appropriate systems for its activities. The Company may rely on computer
programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities
transactions and to generate asset, risk management and other reports that are utilized in the oversight of the Company's
activities. In addition, certain of the Company's and the Adviser's operations interface with or depend on systems
operated by third parties, including loan servicers, custodians and administrators, and the Adviser may not always be in a position
to verify the risks or reliability of such third-party systems. For example, the Company and the Adviser generally expect to provide
statements, reports, notices, updates, requests and any other communications in electronic form, such as e-mail or posting on a
web-based reporting site or other internet service, in lieu of or in addition to sending such communications as hard copies via
fax or mail. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited
to, those caused by 'hacking' or other security breaches, computer 'worms,' viruses and power failures.
Such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades and cause
inaccurate reports, which may affect the Company's ability to monitor its investment portfolio and its risks. Any such defect
or failure could cause the Company to suffer financial loss, disruption of its business, liability to clients or third parties,
regulatory intervention or reputational damage.

 No Registration as an Investment
Company. While the Company is not registered as an investment company under the 1940 Act, it will be subject to regulation
as a BDC under the 1940 Act and will be required to adhere to the provisions of the 1940 Act applicable to BDCs.

 Rights Against Third Parties, Including
Third-Party Service Providers. The Company is reliant on the performance of third-party service providers, including the
Adviser, the Administrator, auditors, legal advisers, lenders, bankers, brokers, consultants, sourcing, operating and joint venture
partners and other service providers (collectively, " Service Providers "). Further information regarding the
duties and roles of certain of these Service Providers is provided in this report. The Company may bear the risk of any errors
or omissions by such Service Providers. In addition, misconduct by such Service Providers may result in reputational damage, litigation,
business disruption and/or financial losses to the Company. Each Company investor's contractual relationship in respect of
its investment in Common Shares of the Company is with the Company only and Company investors are not in contractual privity with
the Service Providers. Therefore, generally, no Company investor will have any contractual claim against any Service Provider with
respect to such Service Provider's default or breach. Accordingly, Company investors must generally rely upon the Adviser
to enforce the Company's rights against Service Providers. In certain circumstances, which are generally not expected to
prevail, Company investors may have limited rights to enforce the Company's rights on a derivative basis or may have rights
against Service Providers if they can establish that such Service Providers owe duties to the Company investors. In addition, Company
investors will have no right to participate in the day-to-day operation of the Company and decisions regarding the selection of
Service Providers. Rather, the Adviser will select the Company's Service Providers and determine the retention and compensation
of such providers without the review by or consent of the Company investors. The Company investors must therefore rely on the ability
of the Adviser to select and compensate Service Providers and to make investments and manage and dispose of investments.

 Lack of Diversification Risk. The
Company is classified as a non-diversified investment company within the meaning of the 1940 Act, which means that the Company
is not limited by the 1940 Act with respect to the proportion of its assets that it may invest in securities of a single issuer.
To the extent that the Company assumes large positions in the securities of a small number of issuers, its NAV may fluctuate to
a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's
assessment of the issuer. The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified
investment company. Beyond the Company's asset diversification requirements as a RIC under the Code, the Company does not
have fixed guidelines for diversification, and its investments could be concentrated in relatively few portfolio companies. Although
the Company is classified as a non-diversified investment company within the meaning of the 1940 Act, it maintains the flexibility
to operate as a diversified investment company. To the extent that the Company operates as a non-diversified investment company,
it may be subject to greater risk.

 During the period of time in which the
Company is deploying its initial capital, the Company may make a limited number of investments. In addition, the Company does not
have fixed guidelines for diversification by industry or type of security, and investments may be concentrated in only a few industries
or types of securities. Further, if the expected amount of leverage is not obtained or deployed, the Company may be more concentrated
in an investment than originally anticipated. As a result, the Company's investments may be concentrated and the poor performance
of a single investment may have pronounced negative consequences to the Company and the aggregate returns realized by the Company
investors.

 Consultation with Sourcing and Operating
Partners Risk. In certain circumstances, sourcing and operating partners may be aware of and consulted in advance in relation
to certain investments made by the Company. While sourcing and operating partners will be subject to confidentiality obligations,
they are not restricted from engaging in any activities or businesses that may be similar to the business of the Company or competitive
with the Company. In particular, sourcing and operating partners may use information available to them as sourcing and operating
partners of the Adviser in a manner that conflicts with the interests of the Company. Except in limited circumstances, the sourcing
and operating partners are generally not obligated to account to the Adviser for any profits or income earned or derived from their
activities or businesses or inform the Adviser of any business opportunity that may be appropriate for the Company.

 Timing of Realization of Investments.
 The Adviser, in its discretion, may seek to realize the Company's investments earlier than originally expected, which
may be accomplished through one or more transactions, including transactions with another investment fund or account sponsored
or managed by Lord Abbett or its affiliates, which will be for a price equal to the fair value of such investment. The value of
a security in a transaction between the Company and an account sponsored or managed by Lord Abbett or its affiliates, subject to
approval by the Board, will be determined by the Adviser and verified by one or more third-party valuation services. The Adviser
may seek such realizations in order to support the Company's target risk/return profile with respect to the Company's
unrealized investments, taking into account factors such as, but not limited to, the Company's expense ratio relative to
such assets and the availability of, or repayment obligations with respect to, any credit facilities.

 Risks
Relating to the Use of Proceeds. The Company intends to use the net proceeds from the offering to (1) make investments
in accordance with its investment strategy and policies, (2) pay its operating expenses, (3) fund repurchases under its share repurchase
program, and (4) for general corporate purposes. Generally, the Company's policy will be to pay distributions and operating
expenses from cash flow from operations, however, it is not restricted from funding these items from proceeds from the offering
or other sources and may choose to do so, particularly in the earlier part of the offering. While
the Company generally intends to make all distributions of net proceeds in accordance with the above, the amount and timing of
distributions from the Company to the Company investors will be at the discretion of the Board, who may also direct that amounts
available for distribution be retained in the Company (i) to be used to satisfy, or establish reserves for, the Company's
current or anticipated obligations (including management fees, incentive fees and any other expenses) or (ii) for reinvestment
of the cost basis of an investment. Accordingly, there can be no assurance as to the timing and amount of distributions from the
Company.

 Risk of Electronic Delivery of Certain
Documents. Shareholders will be deemed to consent to electronic delivery or posting to the Administrator's website
or other service of: (i) certain closing documents such as the Declaration of Trust, the Bylaws and the Subscription Agreements;
(ii) any notices or communications required or contemplated to be delivered to the Company investors by the Company, the Adviser,
or any of their respective affiliates, pursuant to applicable law or regulation; (iii) certain tax-related information and documents;
and (iv) notices, requests, demands, consents or other communications and any financial statements, reports, schedules, certificates
or opinions required to be provided to the Company investors under any agreements. There are certain costs and possible risks associated
with electronic delivery. Moreover, the Adviser cannot provide any assurance that these communication methods are

 secure and will
not be responsible for any computer viruses, problems or malfunctions resulting from the use of such communication methods. See
" – Technology Systems Risk " and " Cybersecurity Risk " above.

 Risks Relating to Handling of Mail.
 Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address
supplied by the Company to be processed. None of the Company, the Adviser or any of their trustees, officers, advisers or Service
Providers will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

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

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

 Syndication and/or Transfer of Investments
Risk. The Company, directly or through the use of one or more taxable subsidiaries that are wholly owned or primarily controlled
by the Company, may originate and/or purchase certain debt assets, including ancillary equity assets (" Assets ").
The Company may also purchase certain Assets (including, participation interests or other indirect economic interests) that have
been originated by other affiliated or unaffiliated parties and/or trading on the secondary market. The Company may, in certain
circumstances, originate or purchase such Assets with the intent of syndicating and/or otherwise transferring a significant portion
thereof, including to one or more offshore funds or accounts managed by the Adviser or any of its affiliates or to other third
party investment firms. In such instances, the Company will bear the risk of any decline in value prior to such syndication and/or
other transfer. In addition, the Company will also bear the risk of any inability to syndicate or otherwise transfer such Assets
or such amount thereof as originally intended, which could result in the Company owning a greater interest therein than anticipated.

 Raising Additional Capital. The
Company may need additional capital to fund new investments and grow its portfolio of investments once it has fully invested the
net proceeds of the offering. Unfavorable economic conditions could increase the Company's funding costs or limit its access
to the capital. A reduction in the availability of new capital could limit the Company's ability to grow. In addition, the
Company is required to distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term
capital losses, if any, to investors to maintain its qualification as a RIC. As a result, these earnings will not be available
to fund new investments. An inability on the Company's part to access the capital successfully could limit its ability to
grow its business and execute its business strategy fully and could decrease its earnings, if any, which would have an adverse
effect on the value of its securities.

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

 Return of Distributions to Satisfy
Unpaid Debts of the Company. Under Delaware law, the investors could, under certain circumstances, be required to return
distributions made by the Company to satisfy unpaid debts of the Company that were in existence at the time the distributions were
made.

 Changes in the Company's Investment
Objective, Operating Policies or Strategies Without Prior Notice or Investor Approval. The Company's Board has the
authority to modify or waive certain of the Company's operating policies and strategies without prior notice (except as required
by the 1940 Act) and without investor approval. However, absent investor approval, the Company may not change the nature of its
business so as to cease to be, or withdraw its election as, a BDC. The Company cannot predict the effect any changes to its current
operating policies and strategies would have on its business, operating results and value of its Common Shares. Nevertheless, the
effects may adversely affect the Company's business and impact its ability to make distributions.

 Changes to the Company's Declaration
of Trust Without Prior Investor Approval. Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise
supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated
Declaration of Trust, including without limitation to classify the Board, to impose advance notice bylaw provisions for Trustee
nominations or for shareholder proposals, to require super- majority approval of transactions with significant shareholders or
other provisions that may be characterized as anti-takeover in nature.

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

 Distributions Risk. The Company
intends to pay monthly distributions to shareholders out of assets legally available for distribution commencing in calendar year
2025. The Company cannot guarantee that it will achieve investment results that will allow it to make a specified level of cash
distributions or year-to-year increases in cash distributions. If the Company is unable to satisfy the asset coverage test applicable
to it as a BDC, or if the Company violates certain debt financing agreements, its ability to pay distributions to shareholders
could be limited. All distributions will be paid at the discretion of the Company's Board and will depend on the Company's
earnings, financial condition, maintenance of RIC status, compliance with applicable BDC regulations, compliance with debt financing
agreements and such other factors as the Board may deem relevant from time to time. The distributions the Company pays to investors
in a year may exceed the Company's taxable income for that year and, accordingly, a portion of such distributions may constitute
a return of capital for U.S. federal income tax purposes.

 Investors who periodically receive the
payment of a distribution from a RIC consisting of a return of capital for U.S. federal income tax purposes may be under the impression
that they are receiving a distribution of the RIC's net ordinary income or capital gains when they are not. Accordingly,
investors should read carefully any written disclosure accompanying a distribution from the Company and the

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

 Repurchase Program Risk.
Our Board has adopted a share repurchase program, and may amend, suspend or terminate the share repurchase program at any time
in its discretion. You may not be able to sell your Common Shares at all in the event our Board amends, suspends or terminates
the share repurchase program. We will notify you of such developments in our quarterly reports or other filings. If less than the
full amount of Common Shares requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated
pro rata based on the total number of Common Shares being repurchased without regard to class. The share repurchase program has
many limitations and should not be relied upon as a method to sell Common Shares promptly or at a desired price.

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

 Market Disruption and Geopolitical
Risk. Geopolitical and other events ( e.g., wars, terrorism, natural disasters, epidemics or pandemics) may disrupt
securities markets and adversely affect global economies and markets, thereby decreasing the value of the Company's investments.
Sudden or significant changes in the supply or prices of commodities or other economic inputs may have material and unexpected
effects on both global securities markets and individual countries, regions, sectors, companies, or industries, which could significantly
reduce the value of the Company's investments. Securities markets also may be susceptible to market manipulation or other
fraudulent trading practices, which could disrupt the orderly functioning of markets, increase overall market volatility or reduce
the value of investments traded in them, including investments of the Company.

 Risks Relating to the Company's
Investments

 Our investments may be risky and, subject
to compliance with our 80% test and the 70% test for Qualifying Assets under the requirements for BDCs and certain other portfolio
restrictions under the 1940 Act, there is no limit on the amount of any such investments in which we may invest.

 Risks Associated with Portfolio Companies

 •
 General Risks. A fundamental risk associated with the
Company's investment strategy is that the companies in whose debt the Company invests will be unable to make regular payments
( e.g., principal and interest payments) when due, or at all, or otherwise fail to perform. Portfolio companies could deteriorate
as a result of, among other factors, an adverse development in their business, poor performance by their management teams, a change
in the competitive environment, an economic downturn or legal, tax or regulatory changes. Portfolio companies that the Adviser
expects to remain stable may in fact operate at a loss or have significant variations in operating results, may require substantial
additional capital to support their operations or to maintain their competitive position, or may otherwise have a weak financial
condition or be experiencing financial distress.

 •
 Highly
Leveraged Portfolio Companies. Portfolio companies may be highly leveraged, and there is no restriction on the amount
of debt a portfolio company can incur. Substantial indebtedness may add additional risk with respect to a portfolio company, and
could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic
initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment
of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some
of its competitors, which may place it at a competitive disadvantage; and/or (iv) subject it to restrictive financial and operating
covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs.
In some cases, proceeds of debt incurred by a portfolio company could be paid as a dividend to stockholders rather than retained
by the portfolio company for its working capital. Leveraged companies are often more sensitive to declines in revenues, increases
in expenses, and adverse business, political, or financial developments or economic factors such as a significant rise in interest
rates, a severe downturn in the economy or deterioration in the condition of such companies or their

 industries. A leveraged company's income and net assets will tend to increase or decrease at a
greater rate than if borrowed money were not used.

 If a portfolio company is unable
to generate sufficient cash flow to meet principal and interest payments to its lenders, it may be forced to take other actions
to satisfy such obligations under its indebtedness. These alternative measures may include reducing or delaying capital expenditures,
selling assets, seeking additional capital, or restructuring or refinancing indebtedness. Any of these actions could significantly
reduce the value of the Company's investment(s) in such portfolio company. If such strategies are not successful and do not
permit the portfolio company to meet its scheduled debt service obligations, the portfolio company may also be forced into liquidation,
dissolution or insolvency, and the value of the Company's investment in such portfolio company could be significantly reduced
or even eliminated.

 •
 Issuer/Borrower Fraud. Of paramount concern in originating
loans is the possibility of material misrepresentation or omission on the part of borrowers or guarantors. Such inaccuracy or incompleteness
may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Company or
its affiliates to perfect or effectuate a lien on the collateral securing the loan. The Company or its affiliates will rely upon
the accuracy and completeness of representations made by borrowers to the extent reasonable but cannot guarantee such accuracy
or completeness.

 •
 Reliance on Company Management. The Adviser generally
will seek to monitor the performance of investments in operating companies either through interaction with the board of the applicable
company and/or by maintaining an ongoing dialogue with the company's management team. However, the Company generally will
not be in a position to control any borrower by virtue of investing in its debt and the portfolio company's management will
be primarily responsible for the operations of the company on a day-to-day basis. Although it is the intent of the Company to invest
in companies with strong management teams, there can be no assurance that the existing management team, or any new one, will be
able to operate the company successfully. In addition, the Company is subject to the risk that a borrower in which it invests may
make business decisions with which the Company disagrees and the management of such borrower, as representatives of the common
equity holders, may take risks or otherwise act in ways that do not serve the interests of the debt investors, including the Company.
Furthermore, in exercising its investment discretion, the Adviser may in certain circumstances commit funds of the Company to other
entities that will be given a mandate to make certain investments consistent with the Company's investment objective and
that may earn a performance-based fee on those investments. Once such a commitment is made, such entities will have full control
over the investment of such funds, and the Adviser will cease to have such control.

 •
 Environmental Matters. Ordinary operation or the occurrence
of an accident with respect to the portfolio companies in which the Company invest could cause major environmental damage, which
may result in significant financial distress to the Company's investments and any portfolio company holding such assets,
even if covered by insurance. Certain environmental laws and regulations may require that an owner or operator of an asset address
prior environmental contamination, which could involve substantial cost and other liabilities. The Company
 (and the Company investors) may therefore be exposed to substantial risk of loss from environmental claims arising in respect
of its investments. Furthermore, changes in environmental laws or regulations or the environmental condition of an investment may
create liabilities that did not exist at the time of its acquisition and that could not have been foreseen. Even in cases where
the Company are indemnified by the seller with respect to an investment against liabilities arising out of violations of environmental
laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the
ability of the Company to achieve enforcement of such indemnities. See also "– Provision of Managerial Assistance
and Control Person Liability " below.

 •
 No
Readily Determinable Valuation. The Company expects that many of its portfolio investments will take the form of securities
that are not publicly traded. The fair value of loans, securities and other investments that are not publicly traded may not be
readily determinable and will be valued at fair value as determined in good faith by the Adviser, including to reflect significant
events affecting the value of the Company's investments. Most, if not all, of the Company's investments (other than
cash and cash equivalents) will be classified as Level 3 assets under Topic 820 of the U.S. Financial Accounting Standards Board's
Accounting Standards Codification, as amended, Fair Value Measurements and Disclosures. This means that the Company's portfolio
valuations will be based on unobservable inputs and the Company's assumptions about how market participants would price
the asset or liability in question. The Company expects that inputs into the determination of fair value of portfolio investments
will require significant management judgment or estimation. The Company expects to retain the services of one or more independent
service providers to review the valuation of the Company's investments in loans. The types of factors that may be taken
into account in determining the fair value of investments generally include, as appropriate,

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

 •
 Follow-On Investments in Portfolio Companies. Following
an initial investment in a portfolio company, the Company may make additional investments in that portfolio company as "follow-on"
investments, in order to:

 attempt to preserve or enhance the value of the Company's investment;

 invest in various growth or merger and acquisition related initiatives;

 increase or maintain in whole or in part the Company's debt
or equity ownership percentage; or

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

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

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

 •
 Equity Interests in Portfolio Companies. The Company
does not generally intend to take controlling equity positions in the Company's portfolio companies. To the extent that the
Company does not hold a controlling equity interest in a portfolio company, it will be subject to the risk that such portfolio
company may make business decisions with which the Company disagrees, and the stockholders and management of such portfolio company
may take risks or otherwise act in ways that are adverse to the Company's interests. Due to the lack of liquidity for the
debt and equity investments that the Company typically holds in portfolio companies, the Company may not be able to dispose of
its investments in the event it disagrees with the actions of a portfolio company and may therefore suffer a decrease in the value
of its investments.

 •
 Defaults by Portfolio Companies. A portfolio company's
failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially,
acceleration of the time when the loans are due and foreclosure on the portfolio company's assets representing collateral
for its obligations. This could trigger cross defaults under other agreements and jeopardize the portfolio company's ability
to meet its obligations under the debt that the Company holds and the value of any equity securities the Company owns. The Company
may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio
company.

 •
 Third Party Litigation. The Company's investment
activities subject it to the normal risks of becoming involved in litigation initiated by third parties. This risk is somewhat
greater where the Company exercises control or influence over a company's direction. The expense of defending against claims
by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misconduct or gross negligence
by the Adviser, be borne by the Company (to the extent not borne by the portfolio companies) and would reduce net assets or could
require Company investors to return to the Company distributed capital and earnings. The Adviser and others are indemnified in
connection with such litigation, subject to certain conditions.

 Nature of Investments Risk.
The Adviser will have broad discretion in making investments for the Company. There can be no assurance that the Adviser will correctly
evaluate the nature or magnitude of the various factors that could affect the value of and return on the Company's investments.
Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international
economic and political developments, may significantly affect the results of the Company's activities and the value of its
investments. These factors and others may significantly affect the results of the Company's activities and the value of its
investments.

 An investment in the Company is suitable
only for those investors willing to risk losing some or all of their principal investment and who have the experience and ability
to evaluate the risks and merits of an investment in the Company. Potential investors should consult with their investment advisers,
attorneys and accountants prior to investing in the Company.

 Provision of Managerial Assistance
and Control Person Liability. The Company may obtain rights to participate in the governance of certain of the Company's
portfolio companies. In such instances, the Company typically will designate representatives to serve on the boards of portfolio
companies. The designation of representatives and other measures contemplated could expose the assets of the Company to claims
by a portfolio company, its security holders and its creditors, including claims that the Company is a controlling person and thus
is liable for securities laws violations and other liabilities of a portfolio company. The exercise of control over a company may
impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental
regulations (including securities laws) or other types of liability in which the limited liability generally characteristic of
business ownership may be ignored. If these liabilities were to arise, the Company might suffer a significant loss. These measures
also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result
in claims against the Company if the designated board members violate their fiduciary or other duties to a portfolio company or
fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles,
and could expose the Company to claims that it has interfered in management to the detriment of a portfolio company. While the
Adviser intends to operate the Company in a way that will minimize the exposure to these risks, the possibility of successful claims
cannot be precluded, nor can there be any assurance as to whether laws, rules, regulations and court decisions will be expanded
or otherwise applied in a manner that is adverse to portfolio companies and the Company and the Company investors.

 Adverse Developments in the Debt
Capital Markets. Recent market and economic conditions have been unprecedented and challenging. Continued concerns about
the systemic impact of inflation, energy costs, the pandemic, geopolitical issues, the availability and cost of credit, sovereign
debt levels, the mortgage market and a declining real estate market in the U.S. have contributed to increased market volatility
and diminished expectations for the U.S. economy. These conditions, combined with volatile oil prices, declining business and consumer
confidence and increased unemployment have contributed to volatility of unprecedented levels. The factors described above have
led to an overall reduction in liquidity in the debt capital markets, including sources of liquidity that the Company may wish
to utilize. Such conditions could reduce the availability of leverage to the Company, its investments, and potential purchasers
of the Company's investments or make such leverage more expensive to obtain, thereby adversely affecting the performance
of the Company.

 Market Risk. The success
of the Company's activities will be affected by general economic and market conditions, such as interest rates, inflation
rates, industry conditions, competition, technological developments, tax laws, availability of credit, economic uncertainty, changes
in laws (including laws relating to taxation of the Company's investments), trade barriers, currency exchange controls, and
national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect,
among other things, the level and volatility of securities' prices, the liquidity of the Company's investments and
the availability of certain securities and investments. Volatility or illiquidity could impair the Company's profitability
or result in losses. The Company may maintain substantial trading positions that can be materially adversely affected by the level
of volatility in the financial markets—the larger the positions, the greater the potential for loss. Global markets have
recently experienced unprecedented volatility and losses. The effects thereof are continuing and there can be no assurance that
the Company will not be materially adversely affected. Furthermore, none of these conditions is within the control of the Adviser.

 Temporary Investments; Use of Cash
and Cash Equivalents Risk. Pending investment in other types of Qualifying Assets (including directly originated
loans and broadly syndicated loans), the Company's investments can consist of cash, cash equivalents, U.S. government securities
or high-quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively,
as temporary investments, so that 70% of the Company's assets would be Qualifying Assets. Generally, these securities offer
less potential for gains than other types of securities.

 Exposure to Foreign Markets Risk.
While the Company does not expect to invest in securities of issuers located in foreign markets as a principal investment strategy,
it may invest in such securities if the Adviser believes it is advantageous to do so. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent
in U.S. investments. Investments in securities and instruments in emerging and developing markets could involve substantial risks
not typically associated with investing in more established markets, including, without limitation, those set forth below under
 "— Non-U.S. Securities Risk."

 Foreign investments involve risks relating
to local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation
or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. From time to time, the Adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to it and/or its affiliates due to investments in a particular
country, investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds
(which may apply at the account level or in the aggregate across all accounts managed by the Adviser and/or its affiliates) may
be impractical or undesirable. In such instances, the Adviser may limit or exclude investment in a particular issuer, and investment
flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and
repay principal when due and may require that the conditions for payment be renegotiated. There is no assurance that the Adviser
will be able to anticipate these potential events or counter their effects. In addition, the value of securities denominated in
foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength
of the U.S. dollar.

 Foreign security trading, settlement, custodial
practices (including those involving securities settlement where fund assets may be released prior to receipt of payment), and
creditor protection are often less developed than those in U.S. markets and may result in increased investment or valuation risk
or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities
depository, or foreign sub-custodian. In addition, the costs associated with foreign investments, including withholding taxes,
brokerage commissions, and custodial costs, are generally higher than with U.S. investments.

 Foreign markets may offer less protection
to investors than U.S. markets and tend to be less regulated. Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public
information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate
actions on a timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers,
and listed companies than in the United States. Regulatory enforcement may be influenced by economic or political concerns, and
investors may have difficulty enforcing their legal rights in foreign countries.

 Some foreign securities impose restrictions
on transfer within the United States or to U.S. persons. Although securities subject to such transfer restrictions may be marketable
abroad, they may be less liquid than foreign securities of the same class that are not subject to such restrictions.

 The risks of foreign investing may be magnified
for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more
developed markets, reflecting the greater uncertainties of investing in less established markets and economies. In particular,
countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses,
restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading
volume, potentially making prompt liquidation of holdings difficult or impossible at times.

 Credit Risk. Performance
may be affected by the default or perceived credit impairment of the Company's investments and by general or sector specific
credit spread widening. Credit risks associated with the Company's investments include (among others): (i) the possibility
that earnings of the obligor may be insufficient to meet its debt service obligations; (ii) the obligor's assets declining
in value; and (iii) the declining creditworthiness, default and potential for insolvency of the obligor during periods of rising
interest rates and economic downturn. An economic downturn and/or rising interest rates could severely disrupt the market for the
investments and adversely affect the value of the Company's investments and the ability of the obligors thereof to repay
principal and interest. In turn, this could have a material adverse effect on the performance of the Company, and, by extension,
the Company's business, financial

 condition, results of operations and the value of the Common Shares. In the event of a
default by a borrower, the Company will bear a risk of loss of principal and accrued interest on that investment. Any such investment
may become defaulted for a variety of reasons, including non-payment of principal or interest, as well as breaches of contractual
covenants. A defaulted investment may become subject to workout negotiations or may be restructured by, for example, reducing the
interest rate, a write-down of the principal, and/or changes to its terms and conditions. Any such process may be extensive and
protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on the defaulted
investments. In addition, significant costs might be imposed on the lender, further affecting the value of the investment. The
liquidity in such defaulted investment may also be limited and, where a defaulted investment is sold, it is unlikely that the proceeds
from such sale will be equal to the amount of unpaid principal and interest owed on that investment. This would have a material
adverse effect on the value of the Company's portfolio, and, by extension, the Company's business, financial condition,
results of operations and the value of the Common Shares. In the case of secured loans, restructuring can be an expensive and lengthy
process which could have a material negative effect on the Company's anticipated return on the restructured loan. By way
of example, it would not be unusual for any costs of enforcement to be paid out in full before the repayment of interest and principal.
This would substantially reduce the Company's anticipated return on the restructured loan.

 Insolvency of Issuers, Counterparties,
and Intermediaries. Issuers of securities held by the Company or counterparties to Company transactions that become insolvent
or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity,
and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, custodial practices and creditor protection can be less developed than those in the U.S. markets,
and bankruptcy laws differ from those of the U.S.

 Forming CLOs Risk. To finance
investments, we may securitize certain of our secured loans or other investments, including through the formation of one or more
CLOs, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool
of assets to a special purpose entity and selling debt interests in such entity on a non-recourse or limited-recourse basis to
purchasers.

 If we create a CLO, we will depend in part
on distributions from the CLO's assets out of its earnings and cash flows to enable us to make distributions to shareholders.
The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt
it issues. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and
future financings lower or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements
commonly provided for holders of the CLO's debt, which could impact our ability to receive distributions from the CLO. If
we do not receive cash flow from any such CLO that is necessary to satisfy the annual distribution requirement for maintaining
RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our
qualification as a RIC, which would have a material adverse effect on an investment in the Common Shares.

 In addition, a decline in the credit quality
of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases
in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing their earnings and, in turn, cash potentially
available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect
of any collateral, such losses will be borne first by us as owner of equity interests in the CLO.

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

 Non-Recourse Obligations Risk.
The Company may invest in non-recourse obligations of issuers. Such obligations are payable solely from proceeds collected in respect
of collateral pledged by an issuer to secure such obligations. None of the owners, officers, directors or incorporators of the
issuers, board members, any of their respective affiliates or any other person or entity will be obligated to make payments on
the obligations. Consequently, the Company, as holder of the obligations, must rely solely on distributions of proceeds of collateral
debt obligations and other collateral pledged to secure obligations for payments due in respect of principal thereof and interest
thereon. If distributions of such proceeds are insufficient to make payments on the obligations, no other assets will be available
for such payments and following liquidation of all the collateral, the obligations of the issuers to make such payments will be
extinguished.

 Covenant-Lite Loans Risk.
Some of the loans in which the Company may invest may be "covenant-lite" loans." "Covenant-lite"
loans refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, covenant-lite loans
either do not have certain maintenance covenants that would require the issuer to maintain debt service or other financial ratios
or do not contain common restrictions on the ability of the issuer to change significantly its operations or to enter into other
significant transactions that could affect its ability to repay such loans. Ownership of covenant-lite loans may expose the Company
to different risks, including with respect to liquidity, price volatility and ability to restructure loans, than is the case with
loans that have financial maintenance covenants. Covenant-lite loans provide borrower companies more freedom to negatively impact
lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative
action of the borrower, rather than by a deterioration in the borrower's financial condition. Furthermore, while these loans
may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made by the
same borrower, as it does not require the borrower to provide affirmation that certain specific financial tests have been satisfied
on a routine basis as is required under a covenant-heavy loan agreement. Accordingly, to the extent the Company invests in covenant-lite
loans, the Company may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared
to investments in or exposure to loans with financial maintenance covenants.

 Debt Guaranteed by a Subsidiary of
the Issuer Risk. The Company may invest in debt that is guaranteed by a subsidiary of the issuer. In some circumstances,
guarantees of secured debt issued by subsidiaries of a portfolio company and held by the Company may be subject to fraudulent conveyance
or similar avoidance claims made by other creditors of such subsidiaries under applicable insolvency laws. As a result, such creditors
may take priority over the claims of the Company under such guarantees.
Under federal or state fraudulent transfer law, a court may void or otherwise decline to enforce such debt and the Company would
no longer have any claim against such portfolio company or the applicable guarantor. In addition, the court might direct the Company
to disgorge any amounts already received from the portfolio company or a guarantor. In some cases, significant subsidiaries of
portfolio companies may not guarantee the obligations of the portfolio company; in other cases, a portfolio company may have the
ability to release subsidiaries as guarantors of the portfolio company's obligations. The repayment of such investments may
depend on cash flow from subsidiaries of a portfolio company that are not themselves guarantors of the portfolio company's
obligations.

 Loans with Limited Amortization Requirements
Risk. The Company may invest in loans that have limited mandatory amortization requirements. While such a loan may obligate
a portfolio company to repay the loan out of asset sale proceeds or with annual excess cash flow, such requirements may be subject
to substantial limitations and/or "baskets" that would allow a portfolio company to retain such proceeds or cash flow,
thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over
the life of the investment may increase the risk that a portfolio company will not be able to repay or refinance the loans held
by the Company when they come due at their final stated maturity.

 Risks Related to Changes in Interest
Rates. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic
and international economic and political considerations and other factors beyond the ability of the Company to control or to forecast.
Debt securities have varying levels of sensitivity to changes in interest rates. When the Company chooses to borrow money to make
investments, the Company's net investment income will depend, in part, upon the difference between the rate at which the
Company borrows funds and the rate at which the Company invest those funds. As a result, the Company can offer no assurance that
a significant change in market interest rates would not have a material adverse effect on its net investment income in the event
the Company uses debt to finance its investments. In periods of rising interest rates, the Company's cost of funds would
increase, which could reduce its net investment income. The Company may use interest rate risk management techniques in an effort
to limit its exposure to interest rate fluctuations. In addition, a rise in the general level of interest rates typically leads
to higher interest rates applicable to the Company's debt investments.

 LIBOR Risk. London Inter-Bank
Offered Rate (" LIBOR ") was widely used as a reference for setting the interest rate on loans, bonds and derivatives
globally. Most U.S. dollar LIBOR loans are no longer published after June 30, 2023, although certain synthetic rates will be published
through September 30, 2024. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts
should be entered into after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering
committee comprised of large U.S. financial institutions, supports replacing U.S.-dollar LIBOR with SOFR. Actions by regulators
have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. The transition away from LIBOR
may lead to increased volatility and illiquidity in markets that rely on LIBOR and may adversely affect the Company's performance.

 Prepayment Risks. The terms
of loans in which the Company invests may permit the borrowers to voluntarily prepay loans at any time, either with no or a nominal
prepayment premium. This prepayment right could result in the borrower repaying the principal on an obligation held by the Company
earlier than expected. This may happen when there is a decline in interest rates, an improvement in the credit market conditions,
or the borrower's improved credit or operating or financial performance allows the refinancing of certain classes of debt
with lower cost debt. The yield of the Company's investments may be affected by the rate of prepayments differing from the
Adviser's expectations. To the extent early prepayments increase, they may have a material adverse effect on the Company's
investment objective and profits. In addition, if the Company is unable to reinvest the proceeds of such prepayments received in
investments expected to be as profitable, the proceeds generated by the Company will decline as compared to the Adviser's
expectations.

 Credit Markets Risk. Conditions
in the credit markets may have a significant impact on the business of the Company. The credit markets in the United States have
experienced a variety of difficulties and changed economic conditions in recent years that have adversely affected the performance
and market value of many securities and financial instruments. There can be no assurance that the Company will not suffer
material adverse effects from broad and rapid changes in market conditions in the future. Among other things, the level of investment
opportunities may decline from the Adviser's current expectations. As a result, fewer investment opportunities may be available
to the Company, although if credit markets remain constrained, the Company may have the opportunity to take larger positions in
potential transactions. One possible consequence is that the Company may take a larger than anticipated period to invest capital,
as a result of which, at least for some period of time, the Company may be relatively concentrated in a limited number of investments.
Consequently, during this period, the returns realized by the shareholders may be substantially adversely affected by the unfavorable
performance of a small number of these investments.

 Furthermore, market conditions may unfavorably
impact the Company's ability to secure leverage on terms as favorable as more established borrowers in the market, or to
obtain any leverage on commercially feasible terms. To the extent the Company is able to secure financing for investments, increases
in interest rates or in the risk spread demanded by financing sources would make the partial financing of investments with indebtedness
more expensive and could limit the Company's ability to structure and consummate its investments. Although the Adviser believes
that the continued unfolding of the credit cycle will result in attractive investment opportunities, it may not be able to time
its investments correctly, which could result in further depreciation in values. Furthermore, market conditions could deteriorate
further, and the Company may be limited in its ability to realize investments already made by the Company due to difficulties in
buyers' ability to obtain financing on favorable terms, or to secure financing at all.

 Convertible Securities Risk. The
Company may invest in convertible securities, which are bonds, debentures, notes, preferred stocks or other securities that may
be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period
of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid
or accrued on debt or a dividend that is paid or accrued on preferred stock, in each case, until the convertible security matures
or is redeemed, converted or exchanged. Because of their embedded equity component, the value of convertible securities is sensitive
to changes in equity volatility and price and a decrease in equity volatility and price could result in a loss for the Company.
The debt characteristic of convertible securities also exposes the Company to changes in interest rates and credit spreads. The
value of the convertible securities may fall when interest rates rise or credit spreads widen. The conversion value of a convertible
security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment
value, the price of the convertible security is governed principally by its investment value. To the extent the market price of
the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent
to which investors place value on the right to acquire the underlying common stock while holding a fixed income security. Generally,
the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption
at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security
held by the Company is called for redemption, the Company will be required to permit the issuer to redeem the security, convert
it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Company's
ability to achieve its investment objective. The Company's exposure to these risks may be unhedged or only partially hedged.

 Structured Credit Instruments Risk.
 The Company may invest in structured credit instruments. Structured securities are extremely complex and are subject to
risks related to, among other things, the decline in value of assets in the collateral pool, changes in interest rates, the rate
of defaults in the collateral pool, the exercise of redemption rights by more senior tranches and the possibility that a liquid
market will not exist in when the Company seeks to sell its interest in a structured security.

 Derivative Investments Risk.
The Company may invest in derivative instruments or "derivatives" that include TRS agreements and other swaps, futures,
options, structured securities and other instruments and contracts that are derived from, or the value of which is related to,
one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate
upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing
in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many
of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a
number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide
significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse
market movement may expose the Company to the possibility of a loss exceeding the original amount invested. Derivatives may also
expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives
contracts.

 All derivative instruments involve risks
that are in addition to, and potentially greater than the risks of investing directly in securities and other more traditional
assets, including:

 •
 Management Risks. Derivative products are specialized instruments
that require investment techniques and risk analyses different from those associated with equities and fixed income securities.
The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself. In particular,
the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into and
the ability to assess the risk that a derivative adds to the Company's portfolio.

 •
 Counterparty Risks. This is the risk that a loss may be sustained
by the Company as a result of the failure of the other party to a derivative (usually referred to as a " counterparty ")
to comply with the terms of the derivative contract. The credit risk for exchange-traded derivatives is generally less than for
over-the-counter (" OTC ") derivatives, since the clearinghouse, which is the issuer or counterparty to each exchange-traded
or cleared derivative transaction is the counterparty to the derivative transaction. The Company may post or receive collateral
related to changes in the market value of a derivative. The Company also may invest in derivatives that (i) do not require the
counterparty to post collateral, (ii) require collateral but that do not provide for the Company's security interest in it
to be perfected, (iii) require significant upfront deposits unrelated to the derivatives' intrinsic value, or (iv) do not
require that collateral be regularly marked-to-market. When a counterparty's obligations are not fully secured by collateral,
the Company runs the risk of having limited recourse if the counterparty defaults.

 •
 Documentation Risks. Many derivative instruments also have
documentation risk. Because the contract for each OTC derivative transaction is individually negotiated, the counterparty may interpret
contractual terms ( e.g., the definition of default) differently than the Company, and if it does, the Company
 may decide not to pursue its claims against the counterparty to avoid incurring the cost and unpredictability of legal proceedings.
The Company, therefore, may be unable to obtain payments the Adviser believes are owed to the Company under derivative instruments
or those payments may be delayed or made only after the Company has incurred the costs of litigation.

 •
 Liquidity Risks. If a derivative transaction is particularly
large or if the relevant market is illiquid (as is the case with many OTC derivatives), it may not be possible to initiate a transaction
or liquidate a position at an advantageous price. Less liquid derivative instruments also may fall more in price than other securities
during market falls. During periods of market disruptions, the Company may have a greater need for cash to provide collateral for
large swings in the mark-to-market obligations arising under the derivative instruments used by the Company. These risks may be
further exacerbated by requirements under rules issued pursuant to recently enacted financial reform legislation.

 •
 Leverage Risks. Because many derivatives have a leverage component
( i.e., a notional value in excess of the assets needed to establish or maintain the derivative position), adverse changes
in the value or level of the underlying asset, rate or index can result in a loss substantially greater than the amount invested
in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.

 •
 Tax Uncertainties. The taxation of derivatives, including
credit default swaps, TRS and other transactions in which the Company may participate, is subject to uncertainties. Such transactions
may become subject to new laws and regulations, possibly with retroactive effect, as well as differing interpretations of existing
law and regulations by the relevant taxing authorities. There can be no assurance that such changes in law or interpretation will
not have a material adverse effect on the Company.

 •
 Other Risks. Other risks in using derivatives include the
risk of mispricing or incorrect valuation of derivatives. Many derivatives, in particular OTC derivatives, are complex and their
valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models
used may not produce valuations that are consistent with the values the Company realizes when it closes or sells an OTC derivative.
Valuation risk is more pronounced when the Company enters into OTC derivatives with specialized terms because the market value
of those derivatives in some cases is determined in part by reference to similar derivatives with more standardized terms. Incorrect
valuations may result in increased cash payment requirements to counterparties, over- and/or under- collateralization, and/or errors
in calculation of the Company's NAV.

 The Company's use of derivatives
may not be effective or have the desired result. Derivatives involve the risk that changes in their value may not move as expected
relative to the value of the assets, rates or indices they are designed to track. The risk may be more pronounced when outstanding
notional amounts in the market exceed the amounts of the referenced assets. For example, the Company's use of reverse repurchase
agreements subjects it to interest costs based on the difference between the sale and repurchase price of the securities involved.
Derivatives are also subject to currency and other risks. Moreover, suitable derivatives may not be available in all circumstances.
For example, the economic costs of taking some derivatives positions may be prohibitive. In addition, the Adviser may decide not
to use derivatives to hedge or otherwise reduce the Company's risk exposures, potentially resulting in losses for the Company.

 Counterparties to derivatives
contracts may have the right to terminate such contracts if the Company's NAV declines below a certain level over a specified
period of time. The exercise of such a right by the counterparty could have a material adverse effect on the Company's operations.

 Rule 18f-4 under the 1940 Act
regulates registered investment companies' use of derivatives and certain related instruments ( e.g., reverse repurchase
agreements). This rule, among other things, limits derivatives exposure through one of two value-at-risk tests, requires funds
to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation
of certain testing requirements), and subjects funds to certain reporting requirements in respect of derivatives. To the extent
the Company uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited amount,
it will not be subject to the full requirements of Rule 18f-4.

 Illiquidity of Company Investments
Risk. The market value of the Company's investments will fluctuate with, among other things, changes in market rates
of interest, general economic conditions, economic conditions in particular industries, the condition of financial markets and
the financial condition of the issuers of the Company's investments. In addition, the lack of an established, liquid secondary
market for some investments may have an adverse effect on the market value of those investments and on the Adviser's ability
to dispose of them. Therefore, no assurance can be given that, if the Adviser decides to dispose of a particular investment, it
will be able to dispose of such investment at the prevailing market price.

 Default Risk. Defaults by
the Company's investments will harm the Company's operating results. An investment's failure to satisfy financial
or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, termination of its debt
financing and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize an investment's
ability to meet its obligations under the debt or equity securities that the Company holds. The Company may incur expenses to the
extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants,
with a defaulting investment.

 Distressed and Highly Leveraged Companies
Risk. The Company may make investments in restructurings that involve, or otherwise invest in the debt securities of, investments
that are experiencing, or are expected to experience, severe financial difficulties. These severe financial difficulties may never
be overcome and may cause such investments to become subject to bankruptcy proceedings. As such, these investments could subject
the Company to certain additional potential liabilities that may exceed the value of the Company's original investment. Under
certain circumstances, payments to the Company may be reclaimed if any such payment or distribution is later determined to have
been a fraudulent conveyance, a preferential payment or a similar transaction under the applicable bankruptcy and insolvency laws.
In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of
a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such
actions.

 The Company may also invest in highly leveraged
companies. Investment in leveraged companies involves a number of significant risks. Leveraged companies in which the Company invests
may have limited financial resources and may be unable to meet their obligations under their debt securities that the Company holds.
Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the
Company's realizing any guarantees that the Company may have obtained in connection with the Company's investment.
Smaller leveraged companies also may have less predictable operating results and may require substantial additional capital to
support their operations, finance their expansion or maintain their competitive position.

 Bankruptcy Proceedings Risk.
The Company may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies,
enter into bankruptcy proceedings. Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy
process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters
and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently
affect the issuer. The duration of a bankruptcy case can only be roughly estimated. The bankruptcy process can involve substantial
legal, professional and administrative costs to the company and the Company, it is subject to unpredictable and lengthy delays,
and during the process the company's competitive position may erode, its brand may lose value, key management may depart
and the company may not be able to invest adequately or receive financing at a favorable rate or at all. In some cases, the company
may not be able to reorganize and may be required to liquidate assets. Any of these factors may adversely affect the return on
a creditor's investment. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation
value that was believed to exist at the time of the investment. The administrative costs of a bankruptcy proceeding are frequently
high and would be paid out of the debtor's estate prior to any return to creditors. Because the standards for classification
of claims under bankruptcy law are vague, the Company's influence with respect to the class of securities or other obligations
the Company owns may be lost by increases in the number and amount of claims in the same class or by different classification and
treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify,
any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes)
may be substantial.

 Depending on the facts and circumstances
of the Company's investments and the extent of the Company's involvement in the management of an investment, upon the
bankruptcy of an investment, a bankruptcy court may recharacterize the Company's debt investments as equity interests and
subordinate all or a portion of the Company's claim to that of other creditors. This could occur even though the Company
may have structured the Company's investment as senior debt.

 Exit Financing Risk. The
Company may invest in portfolio companies that are in the process of exiting, or that have recently exited, the bankruptcy process.
Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone
a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing
pressure after the completion of a bankruptcy reorganization or restructuring. If the Adviser's evaluation of the anticipated
outcome of an investment situation should prove incorrect, the Company could experience a loss.

 Bankruptcy Involving Non-U.S. Companies
Risk. Investment in the debt of financially distressed companies domiciled outside the United States involves additional
risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as
to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment
of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains
highly uncertain, while other developing countries may have no bankruptcy laws enacted, adding further uncertainty to the process
for reorganization.

 Investments in Special Situations
Risk. The Company's investments may involve investments in 'event-driven' special situations such as
recapitalizations, spinoffs, corporate and financial restructurings, litigation or other liability impairments, turnarounds, management
changes, consolidating industries and other catalyst-oriented situations. Investments in such securities are often difficult to
analyze, have limited trading histories and have limited in-depth research coverage and, therefore, may present an increased risk
of loss to the Company.

 Creditors' Committee and/or
Board Participation Risk. In connection with some of the investments, the Company may, but is not obligated to, seek representation
on official and unofficial creditors' committees and/or boards (or comparable governing bodies) of the portfolio companies.
While such representation may enable the Adviser to enhance the value of the investments, it may also prevent the Company from
disposing of the investments in a timely and profitable manner, because serving on a creditors' committee increases the possibility
that the Company will be deemed an "insider" or a "fiduciary" of the portfolio company. If the Adviser
concludes that its

 obligations owed to the other parties as a committee or group member conflict with its duties owed to the Company,
it may resign from that committee or group, and the Company may not realize the benefits, if any, of participation on the committee
or group. If representation on a creditors' committee or board causes the Company or the Adviser to be deemed affiliates
or related parties of the portfolio company, the securities of such portfolio company held by the Company may become restricted
securities, which are not freely tradable. Participation on a creditors' committee and/or board representation may also subject
the Company to additional liability to which they would not otherwise be subject as an ordinary course, third-party investor. The
Company will indemnify the Adviser or any other person designated by the Adviser for claims arising from such board and/or committee
representation, which could adversely affect the return on the investments. The Company will attempt to balance the advantages
and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such portfolio companies,
but changes in circumstances could produce adverse consequences in particular situations.

 High Yield Securities Risk.
The Company may make investments in "high yield" debt and preferred securities which are rated lower than investment
grade by the various credit rating agencies (or in comparable non-rated securities as determined by the Adviser). Securities that
are rated lower than investment grade are subject to greater risk of loss of principal and interest than higher-rated securities
and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay
principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of
deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with
lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities.
The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect
the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities,
whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated
securities.

 The Company may invest in debt of issuers
that have defaulted or are anticipated to default. Issuers in this situation frequently resort to bankruptcy and other litigation
to effect debt restructuring on attractive terms. Such actions may require the Company to spend material amounts on legal and other
litigation costs. Bankruptcy and other insolvency proceedings are highly complex and may result in undesirable outcomes, such as
the return of payments characterized as a "preference," the invalidation of debt as a result of a deemed fraudulent
conveyance and the recharacterization or equitable subordination of debt. There can be no assurance that the Company will obtain
favorable results in bankruptcy or insolvency proceedings.

 Securities that are rated lower than "Baa3"
by Moody's Investor Service, Inc. or lower than "BBB-" by Standard & Poor's Rating Services are often
referred to in the financial press as "junk bonds" and may include securities of issuers in default. "Junk bonds"
are considered by the rating agencies to be predominately speculative and may involve major risk exposures such as: (i) vulnerability
to economic downturns and changes in interest rates; (ii) sensitivity to adverse economic changes and corporate developments; (iii)
redemption or call provisions which may be exercised at inopportune times; and (iv) difficulty in accurately valuing or disposing
of such securities.

 Investment in Private and Middle-Market
Investments Risk. The Company will make investments in private and middle-market companies, which involve a number of significant
risks. Generally, little public information exists about these companies, and the Company relies on the ability of the Adviser's
investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If
the Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision,
and the Company may lose money on the Company's investments. Middle-market companies generally have less predictable operating
results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive
position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet
future capital needs and may be unable to meet their obligations under their debt securities that the Company holds, which may
be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Company's realizing
any guarantees the Company may have obtained in connection with the Company's investment. In addition, such companies typically
have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render
them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Additionally,
middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore,
the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the Company's
investment and, in turn, on the Company. Middle-market companies also may be parties to litigation and may be engaged in rapidly
changing businesses with products subject to a substantial risk of obsolescence. In addition, the Company's executive officers,
trustees and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from the Company's
investments.

 Senior Debt Risk. The Company's
investments may incur debt that ranks equally with, or senior to, the Company's investments in such companies and such investments
may not generate sufficient cash flow to service their debt obligations to the Company. The Company may invest a portion of the
Company ' s capital in second lien and subordinated loans issued
by the Company's investments. The Company's investments may have, or be permitted to incur, other debt that ranks equally
with, or senior to, the debt securities in which the Company invests. Such subordinated investments are subject to greater risk
of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic
conditions. If the Company makes a subordinated investment in an investment, the investment may be highly leveraged, and its relatively
high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all
of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of
interest or principal on or before the dates on which the Company is entitled to receive payments in respect of the securities
in which the Company invests. These debt instruments would usually prohibit the Company's subordinated investments from receiving
interest or being repaid in the event of and during the continuance of a default under such debt. Also, in the event of insolvency,
liquidation, dissolution, reorganization or bankruptcy of an investment, holders of securities ranking senior to the Company's
investment in that investment would typically be entitled to receive payment in full before the Company receives any distribution
in respect of the Company's investment. After repaying senior creditors, the investment may not have any remaining assets
to use for repaying its obligation to the Company where the Company is a junior creditor. In the case of debt ranking equally with
debt securities in which the Company invests, the Company would have to share any distributions on an equal and ratable basis with
other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the
relevant investment.

 Additionally, certain loans that the Company
makes to investments may be secured on a second priority basis by the same collateral securing senior secured debt of such companies.
The first priority liens on the collateral will secure the investment's obligations under any outstanding senior debt and
may secure certain other future debt that may be permitted to be incurred by the investment under the agreements governing the
loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of,
and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before the Company.
In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability
of buyers and other factors.

 The Company may make unsecured loans, meaning
that such loans will not benefit from any interest in collateral of such companies. Liens on an investment's collateral,
if any, will secure the investment's obligations under its outstanding secured debt and may secure certain future debt that
is permitted to be incurred by the investment under its secured loan agreements. The holders of obligations secured by such liens
will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay
their obligations in full before the Company. In addition, the value of such collateral in the event of liquidation will depend
on market and economic conditions, the availability of buyers and other factors. The Company can offer no assurance that the proceeds,
if any, from sales of such collateral would be sufficient to satisfy the Company's unsecured loan obligations after payment
in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations,
then the Company's unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against
the investment's remaining assets, if any.

 The rights the Company may have with respect
to the collateral securing any junior priority loans, including any "last out" pieces of tranched first lien loans,
the Company makes to the Company's investments may also be limited pursuant to the terms of one or more intercreditor agreements
that the Company enters into (or the absence of an intercreditor agreement) with the holders of senior debt. Under a typical intercreditor
agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following
actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the
first priority liens:

 •
 the ability to cause the commencement of enforcement proceedings
against the collateral;

 •
 the ability to control the conduct of such proceedings;

 •
 the approval of amendments to collateral documents;

 •
 releases of liens on the collateral; and

 •
 waivers of past defaults under collateral documents.

 The Company may not have the ability to
control or direct such actions, even if the Company's rights as junior lenders are adversely affected.

 Revolver, Delayed-Draw and Line of
Credit Investments Risk. The Company is expected to, from time to time, incur future commitments in connection with an
investment. For example, the Company expects to participate in one or more investments that are structured as "revolvers,"
"delayed-draws" or "lines of credit." These types of investments generally have funding obligations that
extend over a period of time, and if the portfolio company subsequently draws down on the revolver or delayed-draw facility or
on the line of credit, the Company would be obligated to fund the amounts due. However, there can be no assurance that a borrower
will ultimately draw down on any such loan, in which case the Company may never fund the investment (in full or in part), which
may result in the Company not fully deploying its capital. There can be no assurance that the Company will adequately reserve for
its future commitments and that such commitments will not have an adverse effect on the Company.

 It is possible that a revolver, delayed-draw
or line of credit investment would be bifurcated by the Adviser into separate investments, with certain investors (which may or
may not include the Company) participating in the initial drawdowns and other investors (which may or may not include the Company)
participating in the later drawdowns. In this situation, it is possible that investors that participate in the initial funding
of an investment may receive certain economic benefits in connection with such initial funding, such as original issue discount,
closing payments, or commitment fees and these benefits are expected to be allocated based on participation in the initial funding,
regardless of participation in future funding obligations. Conversely, the investors participating only in the later funding obligations
will have the benefit of the most recent portfolio company performance information in evaluating their investment whereas the investors
that participated in the initial drawdowns (which may or may not include the Company) will be obligated in any event to fund such
later funding obligations. In certain cases, the Company may participate in the initial funding of an investment, but may not participate
in later-arising funding obligations ( i.e., the revolver, delayed-draw or line of credit portions) related to such investment,
including because of capacity limitations that an investment vehicle may have for making new revolver, delayed-draw investments
or lines of credit. As a result, the Company may be allocated a smaller or larger portion of revolver, delayed-draw investments
or lines of credit than other investors participating in the loan. Where the Company and any other participating investors have
not participated in each funding of an investment on a pro rata basis, conflicts of interest may arise between the Company and
the other investors as the interests of the Company and the other investors may not be completely aligned with respect to such
investment. In addition, a revolver, delayed draw investment or line of credit may be senior to the rest of the loan or to the
initial funding, and as a result, the interests of the Company may not be aligned with other participating investors. There can
be no assurance that the Company will adequately reserve for its future commitments and that such commitments will not have an
adverse effect on the Company.

 Investments in Portfolio Companies
in Regulated Industries Risk. Certain industries are heavily regulated. The Company may make loans to borrowers operating
in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries
may include, among others, energy and power, gaming and healthcare. Investments in borrowers that are subject to a high level of
governmental regulation pose additional risks relative to loans to other companies generally. Changes in applicable laws or regulations,
or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional
capital expenditures. If a portfolio company fails to comply with these requirements, it could also be subject to civil or criminal
liability and the imposition of fines. A portfolio company also could be materially and adversely affected as a result of statutory
or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive
or stringent requirements on such company. Governments have considerable discretion in implementing regulations that could impact
a portfolio company's business, and governments may be influenced by political considerations and may make decisions that
adversely affect a portfolio company's business.

 Union Related Risk. Certain
portfolio companies may have a unionized workforce or employees who are covered by a collective bargaining agreement, which could
subject any such portfolio company's activities and labor relations matters to complex laws and regulations relating thereto.
Moreover, a portfolio company's operations and profitability could suffer if it experiences labor relations problems. A work
stoppage at one or more of any such portfolio company's facilities could have a material adverse effect on its business,
results of operations and financial condition. Any such problems additionally may bring scrutiny and attention to the Company,
which could adversely affect the Company's ability to implement its investment objective.

 Investments in Original Issue Discount
and PIK Instruments Risk. To the extent that the Company invests in original issue discount or PIK instruments and the accretion
of original issue discount or PIK interest income constitutes a portion of the Company's income, the

 Company will be exposed
to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash,
including the following:

 •
 the higher interest rates on PIK instruments reflect the payment
deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher
credit risk than non-PIK instruments;

 •
 original issue discount and PIK instruments may have unreliable valuations
because the accruals require judgments about collectability of the deferred payments and the value of any associated collateral;

 •
 an election to defer PIK interest payments by adding them to the
principal on such instruments increases our future investment income which increases our net assets and, as such, increases the
Adviser's future base management fees which, thus, increases the Adviser's future income incentive fees at a compounding
rate;

 •
 market prices of PIK instruments and other zero-coupon instruments
are affected to a greater extent by interest rate changes and may be more volatile than instruments that pay interest periodically
in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more
volatile than cash pay securities;

 •
 the deferral of PIK interest on an instrument increases the loan-to-value
ratio, which is a measure of the riskiness of a loan, with respect to such instrument;

 •
 even if the conditions for income accrual under GAAP are satisfied,
a borrower could still default when actual payment is due upon the maturity of such loan;

 •
 for accounting purposes, cash distributions to investors representing
original issue discount income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although
a distribution of original issue discount income may come from the cash invested by investors, the 1940 Act does not require that
investors be given notice of this fact;

 •
 the required recognition of original issue discount or PIK interest
for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment
company taxable income that may require cash distributions to shareholders in order to maintain tax treatment as a RIC for U.S.
federal income tax purposes; and

 •
 original issue discount may create a risk of non-refundable cash
payments to the Adviser based on non-cash accruals that may never be realized.

 In addition, the part of the incentive
fee payable by us that relates to our net investment income is computed and paid on income that may include interest that accrues
prior to being received in cash, such as original issue discount, market discount, and income arising from debt instruments with
PIK interest or zero-coupon securities. If a portfolio company defaults on a loan that provides for such accrued interest, it is
possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser
will have no obligation to refund any fees it received in respect of such accrued income.

 Lack of Liquidity Risk. The
lack of liquidity in the Company's investments may adversely affect the Company's business. The Company may invest
in companies that are experiencing financial difficulties, which difficulties may never be overcome. The Company's investments
will be illiquid in most cases, and the Company can offer no assurance that the Company will be able to realize on such investments
in a timely manner. A substantial portion of the Company's investments in leveraged companies are and will be subject to
legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity
of these investments may make it difficult for the Company to sell such investments if the need arises. In addition, if the Company
is required to liquidate all or a portion of the Company's portfolio quickly, the Company may realize significantly less
than the value at which the Company has previously recorded the Company's investments. The Company may also face other restrictions
on the Company's ability to liquidate an investment in an investment to the extent that the Adviser or any of its affiliates
have material nonpublic information regarding such investment.

 In addition, the Company generally expects
to invest in securities, instruments and assets that are not, and are not expected to become, publicly traded. The Company will
generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or unless an
exemption from such registration requirements is available.

 Investments may be illiquid and long-term.
Illiquidity may result from the absence of an established or liquid market for investments as well as legal and contractual restrictions
on their resale by the Company. It is generally expected that the Company will hold assets to maturity, and the amount of "discretionary
sales" of investments generally will be limited. The Company's investment in illiquid investments may restrict its
ability to dispose of investments in a timely fashion and for a fair price. Furthermore, the Company likely will be limited in
the Company's ability to sell investments because the Adviser may have material, non-public information regarding the issuers
of such loans or investments or as a result of other policies of the Adviser. This limited ability to sell investments could materially
adversely affect the Company's investment results. As a result, the Company's exposure to losses, including a potential
loss of principal, as a result of which the shareholder could potentially lose all or a portion of the shareholder's investment
in the Company, may be increased due to the illiquidity of the Company's investments generally.

 In certain cases, the Company may also
be prohibited by contract from selling its investments for a period of time or otherwise be restricted from disposing of the Company's
investments. Furthermore, certain types of investments expected to be made may require a substantial length of time to realize
a return or fully liquidate. The Company may exit some investments through distributions in kind to the shareholders, after which
the shareholder will still bear the risks associated with holding the securities and must make the shareholder's own disposition
decisions.

 Given the nature of the investments contemplated
by the Company, there is a material risk that the Company will be unable to realize the Company's investment objective by
sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. In particular, this risk
could arise from changes in the financial condition or prospects of the investment, changes in national or international economic
conditions, changes in debt and equity capital markets and changes in laws, regulations, fiscal policies or political conditions
of countries in which investments are made.

 In connection with the disposition of an
investment, the Company may be required to make representations about the business and financial affairs of the investment or may
be responsible for the contents of disclosure documents under applicable securities laws. The Company may also be required to indemnify
the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out
to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, for which the Company may establish
reserves or escrows. However, the Company can offer no assurance that the Company will adequately reserve for the Company's
contingent liabilities and that such liabilities will not have an adverse effect on the Company. Such contingent liabilities might
ultimately have to be funded by proceeds, including the return of capital, from the Company's other investments.

 Inability of Investments to Repay
or Refinance Outstanding Principal. The Company's prospective portfolio companies may be unable to repay or refinance
outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for the portfolio
companies to make periodic payments on their loans. This risk and the risk of default is increased to the extent that the loan
documents do not require the investments to pay down some or all of the outstanding principal of such debt prior to maturity. In
addition, if general interest rates rise, there is a risk that the Company's portfolio companies will be unable to pay escalating
interest amounts, which could result in a default under their loan documents with the Company. Rising interest rates could also
cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse
effect on their business and operations and could, over time, lead to increased defaults. Any failure of one or more portfolio
companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing
payments following an increase in contractual interest rates could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flows.

 Publicly Traded Securities Risk.
The Company may invest in publicly traded equity and debt securities. These investments are subject to certain risks, including
the risk of loss from counterparty defaults, the risks arising from the volatility of the global fixed-income and equity markets,
movements in the stock market and trends in the overall economy, increased obligations to disclose information regarding such companies,
increased likelihood of shareholder litigation against such companies' board members, which may include Lord Abbett personnel,
regulatory action by the SEC and increased costs associated with each of the aforementioned risks. When buying a publicly traded
security or other publicly traded instruments, the Company may be unable to obtain financial covenants or other contractual rights
that the Company might otherwise be able to obtain in making privately-negotiated investments. Moreover, the Company may not have
the same access to information in connection with investments in publicly traded securities or other publicly traded instruments,
either when investigating a potential investment or after making an investment, as compared to a privately-negotiated

 investment.
Publicly traded securities that are rated by rating agencies are often reviewed and may be subject to downgrade, which generally
results in a decline in the market value of such security. Furthermore, the Company may be limited in its ability to make investments
and to sell existing investments in public securities or other publicly traded instruments because Lord Abbett may have material,
non-public information regarding the issuers of those securities or as a result of other Lord Abbett policies. Accordingly, there
can be no assurance that the Company will make investments in public securities or other publicly traded instruments or, if it
does, as to the amount it will invest. The inability to sell such securities or instruments in these circumstances could materially
adversely affect the investment results of the Company.

 Equity Investments Risk.
When the Company invests in senior, unitranche, second lien and subordinated loans, the Company may acquire warrants or other equity
securities of investments as well. The Company may also invest in equity securities directly. To the extent the Company holds equity
investments, the Company will seek to dispose of them and realize gains upon the Company's disposition of them. However,
the equity interests the Company receives may not appreciate in value and may decline in value. As a result, the Company may not
be able to realize gains from its equity interests, and any gains that the Company does realize on the disposition of any equity
interests may not be sufficient to offset any other losses the Company experiences.

 Risk of No Controlling Equity Interests.
Because the Company generally does not hold controlling equity interests in the Company's investments, the Company may not
be able to exercise control over the Company's investments or to prevent decisions by management of the Company's investments
that could decrease the value of the Company's investments. To the extent that the Company does not hold controlling equity
interests, the Company will have a limited ability to protect the Company's position in such investments.

 Minority Investments and Joint Ventures
Risk. The Company may make minority equity investments in entities in which the Company does not control the business or
affairs of such entities. In addition, the Company intends to co-invest with other parties through partnerships, joint ventures
or other entities and the Adviser may share management fees, incentive fees and/or other forms of compensation with such parties.
The Adviser expects that in some cases the Company will have control over, or significant influence on, the decision making of
joint ventures. However, in other cases, in particular with respect to certain terms, amendments and waivers related to the underlying
loans, the joint venture partner may have controlling or blocking rights (including because certain decisions require unanimous
approval of the joint venture partners) or a tie vote among joint venture partners may be resolved by an appointed third party.
Where a joint venture partner or third party has controlling or blocking rights or decision-making power with respect to a joint
venture matter, there can be no assurance that the matter will be resolved in the manner desired by the Company. In addition, these
types of voting arrangements may slow the decision-making process and hinder the joint venture's ability to act quickly.

 Cooperation among joint venture partners
or co-investors on existing and future business decisions will be an important factor for the sound operation and financial success
of any joint venture or other business in which the Company is involved. In particular, a joint venture partner or co-investor
may have economic or business interests or goals that are inconsistent with those of the Company, and the Company may not be in
a position to limit or otherwise protect the value of one or more of the Company's investments. Disputes among joint venture
partners or co-investors over obligations, expenses or other matters could have an adverse effect on the financial conditions or
results of operations of the relevant businesses. In addition, the Company may in certain circumstances be liable for actions of
its joint venture partners.

 In certain cases, conflicts of interest
may arise between the Company and a joint venture partner, for example, because the joint venture partner has invested in a different
level of the issuer's capital structure or because the joint venture partner has different investment goals or timelines.
There can be no assurance that a joint venture partner with divergent interests from the Company will cause the joint venture to
be managed in a manner that is favorable to the Company. In addition, it is anticipated that the Company could be invested in debt
instruments issued by a joint venture entity while one or more Other Clients managed by the Adviser will be invested in equity
interests in such entity or vice versa, which presents certain potential conflicts of interest with respect to the capital structure
of such entity.

 Non-U.S. Securities Risk.
The Company may invest in securities and instruments of non-U.S. issuers. See " — Exposure to Foreign Markets Risk "
 above. The Company's investments in securities and instruments in non-U.S. markets involve substantial risks often
not typically associated with investing in U.S. securities. Investments in non-U.S. securities may be adversely affected by changes
in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the
United States and abroad) or changed circumstances in dealings between nations. Changes in foreign currency exchange rates relative
to the U.S. dollar will affect the U.S. dollar value of the Company's assets denominated in that currency and thereby will
have an impact upon

 the Company's total return on such assets. The Company may seek to borrow money in foreign currencies
or utilize options and forward contracts to hedge against currency fluctuations, but there can be no assurance that such techniques
will be effective.

 Investments in non-U.S. securities will
also be subject to risks relating to political and economic developments abroad, including the possibility of expropriations or
confiscatory taxation, limitations on the use or transfer of the Company's assets and the effects of foreign social, economic
or political instability. Non-U.S. companies are not subject to the regulatory requirements of U.S. companies and, as such, there
may be less publicly available information about such companies. Moreover, non-U.S. companies are not subject to uniform accounting,
auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies.

 Securities of non-U.S. issuers may be less
liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign
exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their American
counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher on foreign markets than in the
U.S. In addition, differences in clearance and settlement procedures on foreign markets may occasionally lead to delays in settlements
of the Company's trades effected in such markets.

 Repatriation of investment income, capital
and the proceeds of sales by foreign investors may require governmental registration and/or approval. The Company could be adversely
affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding
taxes imposed by the government of an emerging country.

 Taxation of dividends, interest and capital
gains received by non-residents varies among foreign countries and, in some cases, is comparatively high. In addition, some countries
have tax laws and procedures that may permit retroactive taxation so that the Company could in the future become subject to local
tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets.

 Hedging Risk. The Company
may be subject to risks under hedging transactions. The Company may
engage in hedging transactions to the extent permitted under applicable commodities laws and the 1940 Act. Engaging in hedging
transactions would entail additional risks to the shareholders. The Company could, for example, use instruments such as interest
rate swaps, caps, collars and floors and, if the Company were to invest in foreign securities, the Company could use instruments
such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize the Company's
foreign currency exposure. In each such case, the Company generally would seek to hedge against fluctuations of the relative values
of the Company's portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a
decline in the values of the Company's portfolio positions would not eliminate the possibility of fluctuations in the values
of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions
designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging
transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover,
it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that
the Company would not be able to enter into a hedging transaction at an acceptable price. Use of a hedging transaction could involve
counterparty credit risk.

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

 Force Majeure Risk. The Company's
investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event
has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic
or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the
ability of a party (including a company or a counterparty to the Company or a company) to perform its obligations until it is

 able
to remedy the force majeure event. In addition, the cost to a company of repairing or replacing damaged assets resulting from such
force majeure event could be considerable. Additionally, a major governmental intervention into industry, including the nationalization
of an industry or the assertion of control over one or more companies or its assets, could result in a loss to the Company, including
if its investment in such company is cancelled, unwound or acquired (which could be without what the Company considers to be adequate
compensation). To the extent the Company is exposed to investments in companies that as a group are exposed to such force majeure
events, the risks and potential losses to the Company are enhanced.

 Repurchase Agreements Risk.
Subject to our investment objective and policies, the Company may invest in repurchase agreements as a buyer for investment purposes.
Repurchase agreements typically involve the acquisition by the Company of debt securities from a selling financial institution
such as a bank, savings and loan association or broker-dealer. The agreement provides that the Company will sell the securities
back to the institution at a fixed time in the future for the purchase price plus premium (which often reflects the interests).
The Company does not bear the risk of a decline in the value of
the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default
of a seller of a repurchase agreement, the Company could experience both delays in liquidating the underlying securities and losses,
including (1) possible decline in the value of the underlying security during the period in which the Company seeks to enforce
its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing
its rights. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal
to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy
by a selling financial institution, the Company generally will seek to liquidate such collateral. However, the exercise of the
Company's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from
any sale upon a default of the obligation to repurchase were less than the repurchase price, the Company could suffer a loss.

 Risk of Assignments and Participations.
The Company may acquire investments directly, by way of assignment or indirectly by way of participation. The purchaser of an assignment
of a loan obligation typically succeeds to all the rights and obligations of the selling institution and becomes a lender under
the loan or credit agreement with respect to the loan obligation. In contrast, participations acquired in a portion of a loan obligation
held by a selling institution typically result in a contractual relationship only with such selling institution, not with the obligor.
Therefore, holders of indirect participation interests are subject to additional risks not applicable to a holder of a direct assignment
interest in a loan. In purchasing a participation, the Company generally would have no right to enforce compliance by the obligor
with the terms of the loan or credit agreement or other instrument evidencing such loan obligation, nor any rights of set-off against
the obligor, and the Company may not directly benefit from the collateral supporting the loan obligation in which it has purchased
the participation. As a result, the Company would assume the credit
risk of both the obligor and the selling institution, which would remain the legal owner of record of the applicable loan. In the
event of the insolvency of the selling institution, the Company may be treated as a general creditor of the selling institution
in respect of the participation, may not benefit from any set-off exercised by the selling institution against the obligor and
may be subject to any set-off exercised by the obligor against the selling institution. Assignments and participations are typically
sold strictly without recourse to the selling institution, and the selling institution generally will make no representations or
warranties about the underlying loan, the portfolio companies, the terms of the loans or any collateral securing the loans. Certain
loans have restrictions on assignments and participations which may negatively impact the Company's ability to exit from
all or part of its investment in a loan. In addition, if a participation interest is purchased from a selling institution that
does not itself retain any portion of the applicable loan, such selling institution may have limited interests in monitoring the
terms of the loan agreement and the continuing creditworthiness of the borrower.

 Fraudulent Conveyances and Voidable
Preferences by Issuers. Under U.S. legal principles, in a lawsuit brought by an unpaid creditor or representative of creditors
of an issuer of indebtedness (including a bankruptcy trustee), if a court were to find that the issuer did not receive fair consideration
or reasonably equivalent value for incurring the indebtedness or for granting security, and that after giving effect to such indebtedness
or such security, the issuer (a) was insolvent, (b) was engaged in a business for which the remaining assets of such issuer constituted
unreasonably small capital or (c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts
as they mature, such court could determine to invalidate and avoid, in whole or in part, the obligation underlying an investment
of the Company as a constructive fraudulent conveyance. The measure of insolvency for purposes of the foregoing will vary. Generally,
an issuer would be considered insolvent at a particular time if the sum of its debts was then greater than all of its property
at a fair valuation, or if the present fair saleable value of its assets was then less than the amount that would be required to
pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to what standard
a court would apply to determine whether the issuer was "insolvent" after giving effect to the incurrence of the indebtedness
in which the Company invested or that, regardless of the method of valuation, a court would not determine that the issuer was "insolvent"
upon giving effect to such incurrence.

 In addition, it is possible a court may
invalidate, in whole or in part, the indebtedness underlying an investment of the Company as a fraudulent conveyance, subordinate
such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the obligor in satisfaction
of such indebtedness. Moreover, in the event of the insolvency of an issuer of a portfolio company, payments made on its indebtedness
could be subject to avoidance as a "preference" if made within a certain period of time (which may be as long as one
year) before the portfolio company becomes a debtor in a bankruptcy case.

 Even if the Company does not engage in
conduct that would form the basis for a successful cause of action based upon fraudulent conveyance or preference law, there can
be no assurance as to whether any lending institution or other party from which the Company may acquire such indebtedness, or any
prior holder of such indebtedness, has not engaged in any such conduct (or any other conduct that would subject such indebtedness
to disallowance or subordination under insolvency laws) and, if it did engage in such conduct, as to whether such creditor claims
could be asserted in a U.S. court (or in the courts of any other country) against the Company so that the Company's claim
against the issuer would be disallowed or subordinated.

 Risk of Default Under a Credit Facility.
In the event the Company defaults under a credit facility, the Company's business could be adversely affected as the Company
may be forced to sell a portion of its investments quickly and prematurely at prices that may be disadvantageous to the Company
in order to meet its outstanding payment obligations and/or support working capital requirements under the credit facility or such
future borrowing facility, any of which would have a material adverse effect on the Company's business, financial condition,
results of operations and cash flows. In addition, following any such default, the agent for the lenders under a credit facility
could assume control of the disposition of any or all of the Company's assets, including the selection of such assets to
be disposed and the timing of such disposition, which would have a material adverse effect on the Company's business, financial
condition, results of operations and cash flows.

 Risks Relating to Certain Regulatory
and Tax Matters

 Failure to maintain our status as
a BDC would reduce our operating flexibility. We have elected to be treated as a BDC under the 1940 Act. If we do not remain
a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more
regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

 Regulations Governing the Company's
Operation as a BDC. The Company will not generally be able to issue and sell its Common Shares at a price below NAV per
share. The Company may, however, sell Common Shares, or warrants, options or rights to acquire the Company's Common Shares,
at a price below the then-current NAV per share of the Company's Common Shares if the Company's Board determines that
such sale is in the Company's best interests, and if investors approve such sale. In any such case, the price at which the
Company's securities are to be issued and sold may not be less than a price that, in the determination of the Adviser, closely
approximates the market value of such securities (less any distributing commission or discount). If the Company raises additional
funds by issuing common shares or senior securities convertible into, or exchangeable for, its Common Shares, then the percentage
ownership of investors at that time will decrease, and investors may experience dilution.

 Investing a Sufficient Portion of
Assets in Qualifying Assets. The Company may not acquire any assets other than "Qualifying Assets" unless,
at the time of and after giving effect to such acquisition, at least 70% of the Company's total assets are Qualifying Assets.

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

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

 Costs as a Result of Being an Exchange
Act Reporting Company. As a BDC, our shares are registered under the Exchange Act and the Company is subject to the reporting
requirements under the Exchange Act. As an Exchange Act reporting company, the Company will incur legal, accounting and other expenses,
including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under
the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act
of 2002 and other rules implemented by the SEC.

 New or Modified Laws or Regulations
Governing Our Operations. The Company's portfolio companies and the Company are subject to regulation by laws at
the U.S. federal, state, and local levels. These laws and regulations, as well as their interpretation, may change from time to
time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive
branch, and new laws, regulations, and interpretations may also come into effect. Any such new or changed laws or regulations could
have a material adverse effect on the Company's business. The effects of such laws and regulations on the financial services
industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches
taken in implementing regulations.

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

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

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

 On February 9, 2018, the U.S. Court of
Appeals for the District of Columbia Circuit ruled (the " D.C. Circuit Ruling ") that the federal agencies responsible
for the U.S. Risk Retention Rules exceeded their statutory authority under the Dodd-Frank Act in adopting the final rules as applied
to asset managers of open-market CLOs. On April 5, 2018, the United States District Court for the District of Columbia

 entered
an order implementing the D.C. Circuit Ruling and thereby vacated the U.S. Risk Retention Rules insofar as they apply to CLO managers
of "open market CLOs". As of the date of hereof, there has been no petition for writ of certiorari filed requesting
the case to be heard by the United States Supreme Court. Since there hasn't been a successful challenge to the D.C. Circuit
Ruling and the United States District Court for the District of Columbia has issued the above described order implementing the
D.C. Circuit Ruling, collateral managers of open market CLOs are no longer required to comply with the U.S. risk retention rules
at this time.

 Over the last several years, there also
has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the
possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this
time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension by
the Biden Administration could negatively impact our operations, cash flows or financial condition, impose additional costs on
us, intensify the regulatory supervision of the Company or otherwise adversely affect the Company's business, financial condition
and results of operations.

 Licensing
Requirements. Certain banking and regulatory bodies or agencies in or outside the United States may require the Company,
its subsidiaries, the Adviser and/or certain employees of the Adviser to obtain licenses or authorizations to engage in many types
of lending activities including the origination of loans. It may take a significant amount of time and expense to obtain such licenses
or authorizations and the Company may be required to bear the cost of obtaining such
licenses and authorizations. There can be no assurance that any such licenses or authorizations would be granted or, if granted,
whether any such licenses or authorizations would impose restrictions on the Company.
Such licenses or authorizations may require the disclosure of confidential information about the Company,
 Company investors or their respective affiliates, including the identity, financial
information and/or information regarding the Company investors and their officers
and trustees. The Company may not be willing or able to comply with these requirements.
Alternatively, the Adviser may be compelled to structure certain potential investments in a manner that would not require such
licenses and authorizations, although such transactions may be inefficient or otherwise disadvantageous for the Company
and/or any relevant portfolio company, including because of the risk that licensing authorities would not accept such structuring
alternatives in lieu of obtaining a license or authorization. The inability of the Company
or the Adviser to obtain necessary licenses or authorizations, the structuring of an investment in an inefficient or otherwise
disadvantageous manner, or changes in licensing regulations, could adversely affect the Company 's
ability to implement its investment program and achieve its intended results.

 Dodd-Frank Act. The enactment
of the Dodd-Frank Act and other financial regulations curtailed certain investment activities of U.S. banks. As a result, alternative
providers of capital (such as the Company) were able to access certain investment opportunities on a larger scale. If the restrictions
under the Dodd-Frank Act are curtailed or repealed, banks may be subject to fewer restrictions on their investment activities,
thereby increasing competition with the Company for potential investment opportunities. As a result, any changes to the Dodd-Frank
Act may adversely impact the Company.

 The Company is Subject to Risks Relating
to Pay-to-Play Laws, Regulations and Policies. Many states, their subdivisions and associated
pension plans have adopted so-called "pay-to-play" laws, rules, regulations or policies which prohibit, restrict or
require disclosure of payments to, and/or certain contacts with, certain politicians or officials associated with public entities
by individuals and entities seeking to do business with related entities, including seeking investments by public retirement funds
in collective investment funds such as the Company. The SEC also has adopted rules that, among other things, prohibit an investment
adviser from providing advisory services for compensation with respect to a government plan investor for two (2) years after the
adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates for certain elected
offices. If the Adviser or the Adviser's respective employees or affiliates violate such pay-to-play laws, rules, regulations
or policies, such non-compliance could have an adverse effect on the Company by, for example, providing the basis for the ability
of such government-affiliated pension plan investor to cease funding its obligations to the Company or to withdraw from the Company.

 Government Policies, Changes in Laws,
and International Trade. Governmental regulatory activity, especially that of the Board of Governors of the U.S. Federal
Reserve System, may have a significant effect on interest rates and on the economy generally, which in turn may affect the price
of the securities in which the Company plans to invest. High interest rates, the imposition of credit controls or other restraints
on the financing of takeovers or other acquisitions could diminish the number of merger tender offers, exchange offers or other
acquisitions, and as a consequence have a materially adverse effect on the activities of the Company. Moreover, changes in U.S.
federal, state, and local tax laws, U.S. federal or state securities and bankruptcy laws or in accounting standards may make corporate
acquisitions or restructurings less desirable or make risk arbitrage less profitable. Amendments to the U.S. Bankruptcy Code or
other relevant laws could also alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment
situation.

 In addition, governmental policies could
create uncertainty for the global financial system and such uncertainty may increase the risks inherent to the Company and its
activities. For example, in March 2018, the United States imposed an additional 25% tariff under Section 232 of the Trade Expansion
Act of 1962, as amended, on steel products imported into the United States. Furthermore, in May 2019, the United States imposed
a 25% tariff on certain imports from China, and China reacted with tariffs on certain imports from the United States. These tariffs
and restrictions, as well as other changes in U.S. trade policy, have resulted in, and may continue to trigger, retaliatory actions
by affected countries, including imposing trade sanctions on certain U.S. products. A "trade war" of this nature has
the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future
portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on imports and exports.
Prospective Company investors should realize that any significant changes in governmental policies (including tariffs and other
policies involving international trade) could have a material adverse impact on the Company and its investments.

 EU General Data Protection Regulation.
 In Europe, the General Data Protection Regulation (" GDPR ") was made effective on May 25, 2018, introducing
substantial changes to current European privacy laws. It has superseded the existing Data Protection Directive, which is the key
European legislation governing the use of personal data relating to living individuals. The GDPR provides enhanced rights to individuals
with respect to the privacy of their personal data and applies not only to organizations with a presence in the European Union
which use or hold data relating to living individuals, but also to those organizations that offer services to individual European
Union investors. In addition, although regulatory behavior and penalties under the GDPR remain an area of considerable scrutiny,
it does increase the sanctions for serious breaches to the greater of 20,000,000 or 4% of worldwide revenue, the impact of
which could be significant. Compliance with the GDPR may require additional measures, including updating policies and procedures
and reviewing relevant IT systems, which may create additional costs and expenses for the Company and therefore the Company investors.
The Company may have indemnification obligations in respect of, or be required to pay the expenses relating to, any litigation
or action as a result of any purported breach of the GDPR. Company investors other than individuals in the European Union may not
be afforded the protections of the GDPR.

 Sarbanes-Oxley Act. As an
SEC-reporting company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley
Act, and the related rules and regulations promulgated by the SEC. Efforts to comply with such regulations will involve significant
expenditures, and non-compliance with such regulations may adversely affect us.

 Our management is required to report on
our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an
annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes
in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of
internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to
make distributions. This process also will result in a diversion of our management's time and attention. We cannot be certain
of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition,
we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be
effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and
maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.

 We are not required to comply with the
requirements of the Sarbanes-Oxley Act, including the internal control evaluation and certification requirements of Section 404,
and will not be required to comply with all of those requirements until we have been subject to the reporting requirements of the
Exchange Act for a specified period of time or the date we are no longer an emerging growth company under the JOBS Act. Accordingly,
our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 that we will
eventually be required to meet. We are in the process of addressing our internal controls over financial reporting and are establishing
formal procedures, policies, processes and practices related to financial reporting and to the identification of key financial
reporting risks, assessment of their potential impact and linkage of those risks to specific areas and activities within the Company.

 Our independent registered public accounting
firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later
of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth
company under the JOBS Act. Because we do not currently have comprehensive documentation of our internal controls and have not
yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not
have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion
that we have a material weakness in our internal controls.

 Being an "Emerging Growth Company".
We will be and we will remain an "emerging growth company" as defined in the JOBS Act for up to five (5) years, or
until the earlier of (a) the last day of the fiscal year (i) in which we have total annual gross revenue of at least $1,235,000,000,
or (ii) in which we are deemed to be a large accelerated filer, which means the market value of our Common Shares that is held
by non-affiliates exceeds $700,000,000 as of the date of our most recently completed second fiscal quarter, or (b) the date on
which we have issued more than $1,000,000,000 in non-convertible debt during the prior three-year period. For so long as we remain
an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not
being required to comply with the auditor attestation requirements of Section 404. We cannot predict if investors will find our
Common Shares less attractive because we will rely on some or all of these exemptions. If some investors find our Common Shares
less attractive as a result, there may be a less active trading market for our Common Shares and our share price may be more volatile.

 In addition, Section 107 of the JOBS Act
also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an "emerging growth company"
can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will
take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more
difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies
that comply with public company effective dates and may result in less investor confidence.

 Compliance with the SEC's Regulation
Best Interest. Broker-dealers must comply with Rule 151-1 (" Regulation Best Interest ") which, among other requirements,
enhances the existing standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer
when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer.
Regulation Best Interest imposes a duty of care for broker-dealers to evaluate reasonably available alternatives in the best interests
of their clients. There are likely alternatives to us that are reasonably available to you, through your broker or otherwise, and
those alternatives may be less costly or have a lower investment risk. Among other alternatives, listed BDCs may be reasonable
alternatives to an investment in our Common Shares, and may feature characteristics like lower cost, less complexity, and lesser
or different risks. Investments in listed securities also often involve nominal or zero commissions at the time of initial purchase.
The impact of Regulation Best Interest on broker-dealers participating in our offering cannot be determined at this time, but it
may negatively impact whether broker-dealers and their associated persons recommend our offering to retail customers. Under Regulation
Best Interest, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers and their salespersons.
If Regulation Best Interest reduces our ability to raise capital in our offering, it would harm our ability to create a diversified
portfolio of investments and achieve our investment objective and would result in our fixed operating costs representing a larger
percentage of our gross income.

 Federal Income Tax Risks

 RIC Qualification Risks.
To obtain and maintain RIC tax treatment under Subchapter M of the Code, we must, among other things, meet annual distribution,
income source and asset diversification requirements. If we do not qualify for or maintain RIC tax treatment for any reason and
are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income
available for distribution and the amount of our distributions.

 Paying Required Distributions.
For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding
payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue
discount (such as zero-coupon securities, debt instruments with PIK interest or, in certain cases, increasing interest rates or
debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount
that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same
taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan
origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We
anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable
income prior to receipt of cash. Further, we may elect to accrete market discount and include such amounts in our taxable income
in the current year, instead of upon disposition.

 Because any original issue discount or
other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required
to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have
received any corresponding cash amount. As a result, we may have difficulty meeting the annual

 distribution requirement necessary
to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times
and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities
for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and
thus may become subject to corporate-level income tax. The resulting corporate taxes could substantially reduce our net assets,
the amount of income available for distribution and the amount of our distributions.

 Corporate-Level Income Tax.
The Company may invest in certain debt and equity investments through taxable subsidiaries that are wholly owned or primarily controlled
by the Company and primarily engage in investment activities in securities or other assets. The taxable income of these taxable
subsidiaries will be subject to federal and state corporate income taxes. Furthermore, to the extent the taxable subsidiaries have
an unrealized gain or a realized gain for an equity investment, the Company may be required to accrue and/or pay federal and state
corporate income taxes related to such unrealized or realized gains. The Company may invest in certain foreign debt and equity
investments which could be subject to foreign taxes (such as income tax, withholding and value added taxes).

 With respect to any wholly-owned subsidiary
of the Company, the Company will comply with the provisions of the 1940 Act governing capital structure and leverage on an aggregate
basis with such subsidiary. In addition, the Adviser will comply with the provisions of the 1940 Act relating to investment advisory
contracts as an investment adviser to any such subsidiary under Section 2(a)(20) of the 1940 Act. Any subsidiary will also comply
with the provisions relating to affiliated transactions and custody of the 1940 Act. Any subsidiary will have the same custodian
as the Company.

 Special Tax Issues. The Company
expects to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment
grade if they were rated. Investments in these types of instruments may present special tax issues. U.S. federal income tax rules
are not entirely clear about certain issues related to such investments such as when the Company may cease to accrue interest,
original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments,
how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt
obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary,
to distribute sufficient income to preserve our tax status as a RIC and minimize the extent to which we are subject to U.S. federal
income or excise tax.

 We anticipate that we will not qualify
in the foreseeable future as a "publicly offered regulated investment company," as defined in the Code, and therefore,
U.S. shareholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.
 A "publicly offered regulated investment company" is a RIC whose shares are (i) continuously offered pursuant
to a public offering, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times
during the taxable year of the Fund. For each taxable year of the Fund for which the Fund is not a "publicly offered regulated
investment company," each U.S. shareholder that is an individual, trust or estate will be treated as having received a dividend
for U.S. federal income tax purposes from us in the amount of such U.S. shareholder's allocable share of the management and
incentive fees paid to our investment adviser and certain of our other expenses for the calendar year, and these fees and expenses
will be treated as miscellaneous itemized deductions of such U.S. shareholder. For taxable years beginning before 2026, miscellaneous
itemized deductions generally are not deductible by a U.S. shareholder that is an individual, trust or estate. For taxable years
beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. shareholder that is an individual,
trust or estate only to the extent that the aggregate of such U.S. shareholder's miscellaneous itemized deductions exceeds
2% of such U.S. shareholder's adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes
of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of the Code.

 Legislative or Regulatory Tax Changes.
 At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations
may be amended. Any new laws,
regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders.
Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value
of an investment in our Common Shares or the value or the resale potential of our investments.

 The foregoing list of risk factors does
not purport to be a complete enumeration or explanation of the risks involved in an investment in the Company. Each prospective
Company investor should read the Company's entire private placement memorandum and Declaration of Trust and consult with
its advisers before deciding whether to invest in the Company. In addition, as the Company's investment program develops
and changes over time, an investment in the Company may be subject to additional and different risk factors.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Cybersecurity

 The Company has processes
in place to identify, assess, and manage material risks from cybersecurity threats. The Adviser manages the Company's day-to-day
operations and has implemented Lord Abbett's information security policy that applies to the Company and its operations.
With respect to cybersecurity, the Company and the Adviser rely on the systems of Lord Abbett, its third-party service providers,
and the Company's service providers.

 Lord Abbett's
cybersecurity risk management processes are integrated into its overall enterprise risk management processes. Lord Abbett has established
an Enterprise Risk Management Function, overseen by its Chief Legal Officer. The Chief Legal Officer relies on Lord Abbett's
Chief Information Security Officer (" CISO "), who is responsible for implementing the Information/Cybersecurity
Program. The CISO is assisted by a team of Information Security professionals, the Information Technology department, and digital
leads with the support of Lord Abbett's Information Security Council and its Standards and Practices Committee.

 Employees receive information
security training annually on policies and procedures, recent cyber-attacks, the firm's defense-in-depth controls strategy, incident
response reporting, and cybersecurity at home. Lord Abbett conducts e-mail phishing campaigns using a variety of templates geared
around topical or seasonal themes to simulate phishing messages and reinforce training.

 Cybersecurity Program Overview

 Lord Abbett has instituted
an Information/Cybersecurity Program, based on the National Institute of Standards & Technology (NIST) Cybersecurity Framework
of controls that is designed to identify, assess, and manage cyber risks applicable to the Company. The Information/Cybersecurity
Program involves, inter alia, risk assessments, implementation of security measures, and ongoing monitoring of systems and networks,
including networks on which the Company relies. Lord Abbett actively monitors the current threat landscape in an effort to identify
material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.

 The Company relies on
the Adviser and Lord Abbett to engage external experts, including cybersecurity assessors, consultants, and auditors to evaluate
cybersecurity measures and enterprise risk management processes, including those applicable to the Company.

 The Company depends
on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The Company
relies on the expertise of enterprise risk management, legal, information technology, and compliance personnel of the Adviser and
Lord Abbett, including the CISO, when identifying and overseeing risks from cybersecurity threats associated with our use of such
entities.

 Board Oversight of Cybersecurity
Risks

 The Board provides oversight
for the Information/Cybersecurity Program and related matters, including risks associated with cybersecurity threats. The Board
receives periodic updates from Lord Abbett's CISO regarding the overall state of the Adviser's security program, information
on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.

 Management's Role in Cybersecurity
Risk Management

 Management is responsible
for assessing and managing material risks from cybersecurity threats. The Chief Legal Officer oversees the Company's enterprise
risk management function generally and relies on Lord Abbett's CISO and the Information Security Council to assist with assessing
and managing material risks from cybersecurity threats. Currently, the Head of Enterprise Risk Management is serving as the Acting
CISO, who has over 10 years of experience in all aspects of risk management, including managing

 cybersecurity risks and improving
information security programs for financial services companies with complex information systems. The Acting CISO is also supported
by a third party "virtual CISO" provided by a premiere cybersecurity consulting firm. The Chief Legal Officer has been
responsible for this oversight function as Chief Legal Officer to the Company since its inception in 2024 and has worked in the
financial services industry for over 28 years, during which the Chief Legal Officer has gained expertise in assessing and managing
risk applicable to the Company. The Information Security Council is chaired by the Acting CISO and includes representatives from
senior management, including the Company's Chief Compliance Officer, and is responsible for administering the firm's
Information/Cybersecurity Program including key cybersecurity risks.

 Management is informed
about the monitoring activities performed by the Information/Cybersecurity team for the detection, prevention, mitigation, and
remediation of cybersecurity incidents impacting the Company, including through the receipt of notifications from service providers
and reliance on communications with enterprise risk management, legal, information technology, and/or compliance personnel of the
Adviser and Lord Abbett.

 Assessment of Cybersecurity Risk

 The potential impact
of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect
the Company's business strategy, operational results, and financial condition are regularly evaluated. An annual assessment
of threats and effectiveness of security controls is conducted by an independent third party following the methodologies outlined
by the (NIST) Cybersecurity Framework. Additionally, an annual SOC 1 Type II assessment is conducted and reported for the verification
of IT and security controls that covers various aspects of the Information/Cybersecurity Program.

 During the reporting
period, the Company has not identified any impact from cybersecurity threats, including as a result of previous cybersecurity incidents,
that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business
strategy, operational results, and financial condition.

 Lastly, Lord Abbett
maintains cyber insurance coverage to protect against material cybersecurity incidents and liability that arises out of the unauthorized
use or access to electronic data or software within the firm's network or business. Types of incidents covered include
data leakage, ransomware, computer theft, spreading a virus or malicious code, and electronic crime. The insurance policy and related
coverages are reviewed and renewed on an annual basis.

 Item 2. Properties

 We do not own any real estate or other
physical properties materially important to our operation or any of our subsidiaries. Our headquarters are currently located at
30 Hudson Street, Jersey City, New Jersey 07302, where we occupy office space pursuant to the Administration Agreement. We believe
that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

 Item 3. Legal Proceedings

 Neither we, the Adviser, the Administrator
nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental
to our businesses. We, the Adviser, the Administrator and our subsidiaries may from time to time, however, be involved in litigation
arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability
on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at
this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results
of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on
our financial condition or results of operations in any future reporting period.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for
Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities (dollar amounts in
thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Market Information

 Our Common Shares will be offered and sold
in private offerings exempt from registration under the Securities Act under Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder, Regulation S under the Securities Act and/or other exemptions from the registration requirements of the
Securities Act. See " Recent Sales of Unregistered Securities " below for more information. There is no public
market for our Common Shares currently, nor can we give any assurance that one will develop.

 Because Common Shares are being acquired
by investors in one or more transactions "not involving a public offering," they are "restricted securities"
and may be required to be held indefinitely. Investors may generally Transfer their Common Shares provided that the transferee,
as applicable, satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made in accordance
with applicable securities, tax, anti-money laundering and other applicable laws and compliance with the terms of the Subscription
Agreement. No Transfer will be effectuated except by registration of the Transfer on our books. Each transferee will be required
to execute a Subscription Agreement pursuant to which they will agree to be bound by these restrictions and the other restrictions
imposed on the Common Shares and to execute such other instruments or certifications as are reasonably required by us. Accordingly,
investors must be willing to bear the economic risk of investment in the Common Shares until we are liquidated.

 Holders

 As of February 28, 2025, we had 6 record
holders of our Common Shares.

 We expect to pay regular monthly distributions
commencing in calendar year 2025. Any distributions we make will be at the discretion of our Board, considering factors such as
our earnings, cash flow, capital needs and general financial condition and the requirements of Delaware law. As a result, our distribution
rates and payment frequency may vary from time to time.

 Our Board's discretion as to the
payment of distributions will be directed, in substantial part, by its determination to cause us to comply with the RIC requirements.
To maintain our treatment as a RIC, we generally are required to make aggregate annual distributions to our shareholders of at
least 90% of our investment company taxable income. See " Item 1. Business – Certain U.S. Federal Income Tax Considerations."

 There is no assurance we will pay distributions
in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including,
without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts
we may pay from such sources. The extent to which we pay distributions from sources other than cash flow from operations will depend
on various factors, including the level of participation in our dividend reinvestment plan, how quickly we invest the proceeds
from this and any future offering and the performance of our investments. Funding distributions from the sales of assets, borrowings,
return of capital or proceeds of our offering will result in us having less funds available to acquire investments. As a result,
the return you realize on your investment may be reduced. Doing so may also negatively impact our ability to generate cash flows.
Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and
may impact the value of your investment especially if we sell these securities at prices less than the price you paid for your
Common Shares. We believe the likelihood that we pay distributions from sources other than cash flow from operations will be higher
in the early stages of the offering.

 From time to time, we may also pay special
interim distributions in the form of cash or Common Shares at the discretion of our Board.

 We have not established any limits on the
amount of funds we may use from any available sources to make distributions. There can be no assurance that we will achieve the
performance necessary to sustain our distributions or that we will be able to pay distributions at a

 specific rate or at all. The
Adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods. See " Item
1. Business – Management Agreements."

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

 For a period of time following commencement
of our offering, which time period may be significant, we expect substantial portions of our distributions may be funded indirectly
through the reimbursement of certain expenses by the Adviser and its affiliates that are subject to conditional reimbursement by
us within three (3) years. Any such distributions funded through expense reimbursements or waivers of advisory fees are not based
on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or
the Adviser or its affiliates continues to advance such expenses or waive such fees. Our future reimbursement of amounts advanced
or waived by the Adviser and its affiliates will reduce the distributions that you would otherwise receive in the future. Other
than as set forth in this report, the Adviser and its affiliates have no obligation to advance expenses or waive advisory fees.

 We intend to elect to be treated, and intend
to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, we must distribute at least
90% of our investment company taxable income (net ordinary taxable income and net short-term capital gains in excess of net long-term
capital losses), if any, to our shareholders. A RIC may satisfy the 90% distribution requirement by actually distributing dividends
(other than capital gain dividends) during the taxable year. In addition, a RIC may, in certain cases, satisfy the 90% distribution
requirement by distributing dividends relating to a taxable year after the close of such taxable year under the "spillback
dividend" provisions of Subchapter M. If a RIC makes a spillback dividend, the amounts will be included in a shareholder's
gross income for the year in which the spillback dividend is paid.

 We currently intend to distribute net capital
gains ( i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the
assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment
and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax
purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds
in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your
allocable share of the tax we paid on the capital gains deemed distributed to you. We can offer no assurance that we will achieve
results that will permit the payment of any cash distributions. See " Item 1. Business – Certain U.S. Federal Income
Tax Considerations."

 If we issue senior securities, we may be
prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940
Act or if distributions are limited by the terms of any of our borrowings.

 We have adopted a dividend reinvestment
plan pursuant to which you may elect to have the full amount of your cash distributions reinvested in additional Common Shares.
See " — Dividend Reinvestment Plan " below.

 Recent Sales of Unregistered Securities

 The Company did not make any sales of unregistered
securities during the fiscal year ended December 31, 2024 that were not previously disclosed in a quarterly report on Form 10-Q
or a current report on Form 8-K.

 Item 6. [Reserved]

 Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share amounts, per share data,
percentages, and as otherwise noted)

 The following discussion and analysis should
be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere
in this Annual Report on Form 10-K. Except as otherwise specified, references to "we," "us," "our,"
or the "Company" refer to Lord Abbett Private Credit Fund. This discussion contains forward-looking statements, which
relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including,
but not limited to, those set forth in " Item 1A. – Risk Factors " and elsewhere in this Annual Report on
Form 10-K. This discussion should be read in conjunction with the " Cautionary Statement Regarding Forward-Looking Statements "
in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking
statements.

 OVERVIEW

 We were formed on November 27,
2023, as a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a
Delaware statutory trust and were renamed Lord Abbett Private Credit Fund. We are a non-diversified, closed-end management
investment company that has elected to be regulated as a business development company ("BDC") under the
Investment Company Act of 1940, as amended (the "1940 Act") on October 4, 2024. We are externally managed by Lord
Abbett Private Credit Advisor LLC (the "Adviser"), which manages our day-to-day operations and provides us with
investment advisory services pursuant to the terms of an investment advisory agreement between the Company and the Adviser
(the "Advisory Agreement"). The Adviser is registered as an investment adviser with the SEC. We intend to elect
to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a regulated investment
company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Prior to the BDC Election Date, we were taxed as a partnership for U.S. federal income tax purposes.

 The Adviser oversees (subject to the oversight
of the Company's Board of Trustees (the "Board" or the "Board of Trustees"), a majority of whom are
trustees who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act ("Independent Trustees"))
the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the
terms of the Advisory Agreement. Under the Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well
as an incentive fee based on our investment performance. Also, under an administration agreement between the Company and Lord Abbett &
Co. LLC (the "Administrator") (the "Administration Agreement"), we have agreed to pay the Administrator
an administration fee on a monthly basis.

 Our investment objective is to generate
current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated, senior secured
loans to U.S. middle market companies.

 As a BDC, we may not acquire any asset
other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the
time the acquisition is made, qualifying assets represent at least 70% of our total assets. "Qualifying assets" are
generally privately offered securities issued by U.S. private companies or thinly traded public companies. We may also invest up
to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S.
companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from
a large universe of sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well as internal Lord
Abbett resources.

 We generally intend to distribute substantially
all of our available earnings annually by paying distributions on a monthly basis commencing in calendar year 2025, as determined
by our Board, in its discretion.

 KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

 Investments

 Our level of investment activity can and
does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market
companies, the general economic environment and the competitive environment for the type of investments we make.

 To qualify as a RIC, we must, among other
things, meet certain source-of-income and asset diversification requirements. To the extent we qualify as a RIC, we generally will
not be subject to U.S federal income tax on any income we timely distribute to our shareholders.

 Revenue

 We plan to generate revenue in the form
of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio
companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on
debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred
interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally
will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection
with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize
such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income,
if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue
in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio
companies, and possibly consulting fees.

 Except
as specifically provided
below, all investment
professionals and staff
of the Adviser,
when and to the
extent engaged in providing
investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel
allocable to such services, will be provided and paid for by the Adviser. The Administrator
or its affiliates will bear all fees, costs, and expenses incurred that are not assumed by the Company.

 The
Company will bear
the following costs
and expenses of
the Company's operations,
administration, and transactions:

 (i)
 investment advisory fees, including the base management fee and incentive
fee, to the Adviser, pursuant to the Advisory Agreement;

 (ii)
 Administration Fee to the Administrator, pursuant to the Administration
Agreement;

 (iii)
 sub-administration fee to a sub-administrator, pursuant to a sub-administration
agreement;

 (iv)
 organization and offering expenses associated with this offering
(including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses,
including reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices,
fees and expenses of the Company's transfer agent);

 (v)
 all taxes, fees, costs, and expenses, retainers and/or other payments
of accountants, legal counsel, advisers (including tax advisers), administrators, 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), investment
bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals
consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers
(including personnel dedicated to but not employed by the Administrator, or its affiliates), and other professionals (except to
the extent such taxes, fees, costs, and expenses are borne by the Administrator or its affiliates under the Administration Agreement
or borne by the Adviser or its affiliates under the Advisory Agreement);

 (vi)
 the cost of effecting any sales and repurchases of the Company's
common shares of beneficial interest, $0.01 par value per share (the "Common Shares") and other securities;

 (vii)
 fees and expenses payable under any placement agent and selected
intermediary agreements, if any;

 (viii)
 interest and fees and expenses arising out of all borrowings, guarantees
and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the
Company, including, but not limited to, the arranging thereof and related legal expenses;

 (ix)
 fees and expenses of any third-party valuation services;

 (x)
 all fees, costs and expenses of any loan servicers and other service
providers and of any custodians, lenders, investment banks and other financing sources;

 (xi)
 costs incurred in connection with the formation or maintenance of
entities or vehicles to hold the Company's assets for tax or other purposes;

 (xii)
 costs of derivatives and hedging;

 (xiii)
 all fees, costs and expenses, if any, incurred by or on behalf of
the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including,
without limitation any broken deal expenses, legal, research, tax, administrative, accounting, travel, meals, accommodations and
entertainment, advisory, consulting and printing expenses or other expenses associated with advisers in connection with conducting
due diligence or otherwise pursuing a particular non-consummated transaction, 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;

 (xiv)
 the allocated costs incurred by the Adviser and the Administrator
in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;

 (xv)
 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);

 (xvi)
 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 Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise
facilitate the Company's investment activities;

 (xvii)
 transfer agent, dividend agent and custodial fees;

 (xviii)
 federal and state registration fees, franchise fees, any stock exchange
listing fees and fees payable to rating agencies;

 (xix)
 fees and expenses including reasonable travel, entertainment, lodging
and meal expenses of, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the Independent
Trustees;

 (xx)
 costs of preparing financial statements, costs of Sarbanes-Oxley
Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory
Authority, 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 the Administration Agreement or borne
by the Adviser or its affiliates under the Advisory Agreement);

 (xxi)
 all fees, costs and expenses associated with the preparation and
issuance of the Company'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 Company and
its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated
by the Company 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 or its affiliates under the Administration Agreement or borne by the Adviser
or its affiliates under the Advisory Agreement);

 (xxii)
 the costs of any reports, proxy statements or other notices to shareholders
(including printing and mailing costs) and the costs of any shareholder or Trustee meetings;

 (xxiii)
 proxy voting expenses;

 (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 Company and all expenses incurred in connection with any tax audit, investigation, litigation,
settlement or review of the Company 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 Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or
settlements paid in connection therewith, Trustees 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 Company;

 (xxvii)
 fidelity bond, trustees and officers errors and omissions liability
insurance and other insurance premiums;

 (xxviii)
 all fees, costs and expenses of winding up and liquidating the Company's
assets; and

 (xxix)
 extraordinary expenses (such as litigation or indemnification).

 The Adviser and/or its affiliates advanced
all of our initial organization and offering expenses. Pursuant to the Expense Support and Conditional Reimbursement Agreement
we have entered into with the Adviser (the "Expense Support Agreement"), the Adviser is obligated to advance all of
our Other Operating Expenses (as defined below) (including organizational and offering expenses) to the effect that such expenses
do not exceed 0.70% (on an annualized basis) of the Company's NAV (the "Expense Cap"). We will be obligated to
reimburse the Adviser for such advanced expenses only if certain conditions are met. See "— Expense Support and
Conditional Reimbursement Agreement " below. Any reimbursements will not exceed actual expenses incurred by the Adviser
and its affiliates.

or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such
affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser and the Administrator may defer or waive
fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject
to the cap on organization and offering expenses described above.

 Expense Support and Conditional Reimbursement
Agreement

 Pursuant to the Expense Support Agreement
we have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a "Required
Expense Payment") to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV.
Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds
and/or offset against amounts due from us to the Adviser or its affiliates. "Other Operating Expenses" means the Company's
organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative
expenses (including the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities)
and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement,
excluding the Company's base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront
fees on the Company's initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing

 and placing the Common Shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance
with GAAP.

 The Adviser may elect to pay, at such times
as the Adviser determines, certain expenses on our behalf (each, a "Voluntary Expense Payment" and together with a
Required Expense Payment, the "Expense Payments"), provided that no portion of the payment will be used to pay shareholder
servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay
must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such
commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

 Following any month in which Other Operating
Expenses are below the Expense Cap on an annualized basis, the Adviser may be reimbursed (a, "Required Reimbursement Payment")
for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement
Payment remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years
prior to the Required Reimbursement Payment.

 Following any calendar month in which Available
Operating Funds exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared
with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as "Excess
Operating Funds"), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all
Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar
month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments shall be
referred to herein as a "Voluntary Reimbursement Payment", and together with the Required Reimbursement Payments, the
"Reimbursement Payments"). "Available Operating Funds" means the sum of (i) our net investment company
taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including
the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid
to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under
clauses (i) and (ii) above).

 No Voluntary Reimbursement Payment for
any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such
Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was
made to which such Voluntary Reimbursement Payment relates, (2) the Company's Operating Expense Ratio at the time of such
Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such
Voluntary Reimbursement Payment relates, or (3) the Company's Other Operating Expenses at the time of such Voluntary Reimbursement
Payment exceeds 0.70% of the Company's NAV. "Effective Rate of Distributions Per Share" means the annualized
rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends
or special distributions, if any. The "Operating Expense Ratio" is calculated by dividing Operating Expenses, less
organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution
fees, if any, and interest expense, by the Company's net assets. "Operating Expenses" means all of the Company's
operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

 The Company's obligation to make
a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar
month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

 The Expense Support Agreement is effective
until October 4, 2025 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser
determines to terminate it and so notifies the other party. Either the Company or the Adviser may terminate the Expense Support
Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have
not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject
to the terms of the Expense Support Agreement.

 The following table presents a cumulative
summary of the expense payments and reimbursement payments since the Company's commencement of operations:

 For the Quarter
 Ended

 Required
 Expense
 Payments by
 Adviser

 Required

 Reimbursement
 Payments to
 Adviser

 Unreimbursed

 Expense Payments

 Reimbursement
 Eligibility
 Expiration

 1,064

 —

 1,064

 June 30, 2027

 —

 September 30, 2027

 —

 December 31, 2027

 Total

 $
 2,585

 $
 —

 $
 2,585

 The Company has entered into an Expense
Support Agreement with the Adviser. For additional information, see " Note 3 - Related Party Transactions."

 PORTFOLIO AND INVESTMENT ACTIVITY

 Portfolio Composition

 As of December 31, 2024, our investments
consisted of the following:

 Cost

 % of Total
 Investments at

 $
 438,194

 $

 %

 Investments in Joint Venture

 33,224

 Total Investments at Fair Value

 $
 471,418

 $

 %

 Our debt portfolio displayed the following
characteristics of each of our investments:

 Number of portfolio companies

 Percentage of performing debt bearing a floating rate, at fair value

 100.0
 %

 Percentage of performing debt bearing a fixed rate, at fair value

 0.0
 %

 Percentage of our total portfolio on non-accrual, at cost

 0.0
 %

 The following table presents information
concerning portfolio companies to which the Company has made loans:

 Portfolio Company Metrics (1):

 Median 12-month EBITDA:

 $71 million

 Weighted average net leverage:

 4.6x (2)(3)

 Weighted average loan to value:

 40% (2)(4)

 Weighted average interest coverage:

 2.1x (2)(5)

 Weighted average yield on debt investments, at cost:

 10.3% (6)

 (1)

 Amounts were derived from
 the most recently available financial statements provided by portfolio companies which have not been independently verified
 by us and may reflect a normalized or adjusted amount. Such amounts have not been independently estimated by us, and accordingly,
 we take no responsibility for such numbers and make no representation or warranty in respect of this information.

 (2)

 Weighted average metrics are calculated
 as a percentage of funded par value of debt investments.

 (3)

 Net leverage is the ratio of total
 senior debt minus cash divided by EBITDA and taking into account leverage through the tranche to which the Company is a lender.

 (4)

 Calculated using total senior debt
 minus cash divided by total enterprise value estimated by the private equity sponsor or market comparables.

 (5)

 Interest coverage for a particular
 portfolio company is calculated by taking EBITDA and dividing by annualized latest reported interest expense.

 (6)

 Computed as (a) the annual stated spread,
 plus reference rate, as applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on
 debt securities divided by (b) total debt investments at par value included in such securities. Actual yields earned over
 the life of each investment could differ materially from the yields presented herein.

 The industry composition of our portfolio
as a percentage of fair value as of December 31, 2024 was as follows:

 Industry

 IT Services

 11.42
 %

 Health Care Providers & Services

 11.35

 Electrical Equipment

 9.72

 Leisure Products

 9.02

 Aerospace & Defense

 8.34

 Insurance

 7.70

 Professional Services

 7.64

 Air Freight & Logistics

 7.25

 Investments in Joint Venture

 7.03

 Textiles, Apparel & Luxury Goods

 6.15

 Commercial Services & Supplies

 5.28

 Life Sciences Tools & Services

 3.40

 Containers & Packaging

 3.10

 Telecommunication Services

 1.33

 Health Care Equipment & Supplies

 1.29

 Construction and Engineering

 (0.02
)

 Total

 100.00

 The geographic composition of our portfolio
as a percentage of fair value as of December 31, 2024 was as follows:

 Geography

 Percentage of Total
 Investments at Fair
 Value

 United Kingdom

 $
 29,398

 6.22
 %

 United States

 443,190

 93.78

 Total

 $

 100.00

 Investment Activity

 Our investment activity is presented below
(information presented herein is at amortized cost unless otherwise indicated):

 Investment Activity

 Investments, at cost

 Investments, beginning of period

 $
 –

 New investments purchased

 586,390

 Investments sold or repaid

 (115,560
)

 Net amortization (accretion) on investments

 Net change in unrealized appreciation/(depreciation)

 1,170

 Net realized gain (loss) on investments

 Investments, end of period

 $

 Portfolio Companies

 Portfolio companies beginning of period

 –

 Number of new investment commitments in portfolio companies

 Number of investment commitments exited or fully repaid

 Number of Portfolio Companies at period end

 Count of investments

 Count of industries

 CONSOLIDATED RESULTS OF OPERATIONS

 We commenced investment activities on February
23, 2024 and therefore do not have prior periods with which to compare our operating results for the period from February 23, 2024
(commencement of operations) through December 31, 2024.

 The following table represents our operating
results:

 Total investment income

 $
 23,634

 Less: Net expenses

 12,854

 Net investment income before taxes

 Net investment income after taxes

 Net change in unrealized appreciation (depreciation)

 1,170

 Net realized gain (loss)

 $
 12,226

 Net increase (decrease) in net assets resulting
from operations will vary from period to period as a result of various factors, including the level of new investment commitments,
expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment
portfolio.

 Investment Income

 Investment income was as follows:

 Investment income:

 Interest income

 $
 22,719

 Fee income

 Dividend income

 Total Investment Income

 $
 23,634

 In the table above, total investment income
was $23.6 million for the period from February 23, 2024 (commencement of operations) to December 31, 2024.

 Expenses were as follows:

 Expenses:

 Interest expenses

 12,139

 Professional fees

 1,432

 Income incentive fees

 Organizational costs

 Management fees

 Other general & administrative

 Administration fees

 Amortization of offering costs

 Capital gains incentive fees

 Total expenses

 $
 15,861

 Expense reimbursement (Note 3)

 (2,585
)

 Management fees waived

 (422
)

 Net expenses

 $
 12,854

 Total expenses before expense support for
the period from February 23, 2024 (commencement of operations) to December 31, 2024 were $15.9 million, consisting primarily of
interest and debt financing expenses incurred in connection with our borrowings, professional fees, and legal, incorporation and
accounting fees incurred in connection with the organization of the Company. We anticipate organizational expenses to decrease
in relation to our income as we continue to ramp up our portfolio and more time elapses from commencement of operations.

 Interest and Other Financing Expenses

 Interest expenses, including unused commitment
fees, amortization of debt issuance costs, and deferred financing costs were $12,139 for the period from February 23, 2024 (commencement
of operations) to December 31, 2024. The combined weighted average interest rate (excluding unused fees and financing costs) of
the aggregate borrowings outstanding for the period from February 23, 2024 (commencement of operations) to December 31, 2024 was
7.52%.

 Net Realized Gain (Loss) and Unrealized
appreciation (depreciation) on Investments

 Net realized gain (loss) and unrealized
appreciation (depreciation) on investments were as follows:

 Realized and unrealized gain (loss):

 Net realized gain (loss):

 $

 Net change in unrealized appreciation (depreciation):

 1,173

 Controlled/affiliated investments

 (3
)

 Net realized and unrealized appreciation/(depreciation)

 $
 1,446

of operations) to December 31, 2024, net realized gains on our investments were $276, which was primarily due to an unscheduled
principal repayment at par on one of our portfolio companies.

of operations) to December 31, 2024, net change in unrealized appreciation on our investments was $1,170, which was primarily the
result of the changes in spreads in the primary and secondary markets.

 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL
RESOURCES

 We generate cash from the net proceeds
of offerings of our common shares, net borrowings from our credit facilities and unsecured debt, and cash flows from interest and
fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion
of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the
proceeds of any closing of our continuous private offering of our common shares.

 Our primary use of cash is investments
in portfolio companies, payments of our expenses, and payment of cash distributions to our shareholders. Details of our credit
facilities are described in " Note 5 - Debt " to the consolidated financial statements. We may also, from time
to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities.
Any such occurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory
restrictions and other factors.

 Unregistered Sales of Equity Securities

of operations) to December 31, 2024, total proceeds from capital contributions/shares sold were as follows:

 Date

 Proceeds Received

 $17,000

 March 04, 2024

 (1,968
)

 March 25, 2024

 10,610

 May 21, 2024

 46,200

 June 27, 2024

 8,158

 August 16, 2024

 17,886

 August 29, 2024

 15,375

 September 27, 2024

 13,750

 October 3, 2024

 16,000

 October 31, 2024

 28,250

 November 29, 2024

 31,130

 Total

 $
 202,391

 On October 4, 2024, the BDC Election Date,
the Company had 5,720,443 shares outstanding.

 On October 31, 2024, the Company issued
and sold 1,119,255 of the Company's common shares of beneficial interest for an aggregate offering price of $28,250 at a NAV per
share of $25.24.

 On November 29, 2024, the Company issued
and sold 1,231,408 of the Company's common shares of beneficial interest for an aggregate offering price of $31,130 at a NAV per
share of $25.28.

 The following table summarizes the Company's
distributions declared and payable for the period from February 23, 2024 (commencement of operations) to December 31, 2024:

 Date Declared

 Record Date

 Payment Date

 Total Amount

 July 24, 2024

 $1,935

 3,574

 5,569

 Total Distributions

 $11,078

 On December 26, 2024, the Company declared
a distribution of $5,569, or $0.69 per share, to shareholders of record as of December 26, 2024, to be paid on December 26, 2024.

 Dividend Reinvestment Plan

 Pursuant to the Company's dividend
reinvestment plan (the "Plan"), all shareholders will have all dividends, including any capital gain dividends, reinvested
automatically in additional Common Shares by State Street Bank and Trust Company, as agent for the shareholders (the "Plan
Agent"), unless the shareholder elects to receive cash. An election to receive cash may be revoked or reinstated at the option
of the shareholder. In the case of record shareholders such as banks, brokers or other nominees that hold Common Shares for others
who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from
time to time by the record shareholder as representing the total amount registered in such shareholder's name and held for
the account of beneficial owners who are to participate in the Plan. Shareholders whose Common Shares are held in the name of a
bank, broker or nominee should contact the bank, broker or nominee for details. Such shareholders may not be able to transfer their
Common Shares to another bank or broker and continue to participate in the Plan.

 Common Shares received under the Plan will
be issued to you at their NAV on the payment date; there is no sales or other charge for reinvestment. The number of full and fractional
Common Shares (carried to the third decimal place) that each shareholder receiving Common Shares will be entitled to receive is
to be determined by dividing the total amount that he or she would have been entitled to

 receive had he or she elected to receive
the dividend in cash by the NAV per share of such Common Shares on the payable dates, such full and fractional Common Shares to
be credited to the accounts of such shareholders. You are free to withdraw from the Plan and elect to receive cash at any time
by giving written notice to the Plan Agent or by contacting your broker or dealer, who will inform the Company.

 Your request must be received by the Company
at least ten days prior to the payment date of the distribution to be effective for that dividend or capital gain distribution.

 The Plan Agent provides written confirmation
of all transactions in the shareholder accounts in the Plan, including information you may need for tax records. Any proxy you
receive will include all Common Shares you have received under the Plan.

 Automatically reinvested dividends and
distributions are taxed in the same manner as cash dividends and distributions. See " Item 1. Business – Certain
U.S. Federal Income Tax Considerations."

 The Company and the Plan Agent reserve
the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Company reserves
the right to amend the Plan to include a service charge payable by the participants.

 Additional information about the Plan may
be obtained from the Plan Agent by calling 617-662-7100 or by writing to State Street Bank Transfer Agency, 1776 Heritage Drive,
North Quincy, MA 02171, Mailstop: JAB0340, Email: lordabbettbdcta_inq@statestreet.com.

 Share Repurchase Program

 We do not intend to list our Common Shares
on a securities exchange and we do not expect there to be a public market for our Common Shares. As a result, if you purchase our
Common Shares, your ability to sell your Common Shares will be limited.

 At the discretion of our Board, we intend
to commence a share repurchase program in which we intend to repurchase, in each quarter, up to 5% of our Common Shares outstanding
(by number of Common Shares) as of the close of the previous calendar quarter. Our Board may amend, suspend or terminate the share
repurchase program 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 Company or listing of our Common Shares on a national securities exchange.

 We expect to repurchase shares pursuant
to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter.
We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act
and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be
authorized and unissued shares.

 You may tender all of the Common Shares
that you own. There is no repurchase priority for a shareholder under the circumstances of death or disability of such shareholder.

 In the event the amount of Common Shares
tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests
must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable.
We will have no obligation to repurchase shares, including if the repurchase would violate the restrictions on distributions under
federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase
requests made in any quarter. Our share repurchase program has many limitations, including the limitations described above, and
should not in any way be viewed as the equivalent of a secondary market.

 We will offer to repurchase shares on such
terms as may be determined by our Board in its complete and absolute discretion unless, in the judgment of our Independent Trustees,
such repurchases would not be in the best interests of our shareholders or would violate

 applicable law. There is no assurance
that our Board will exercise its discretion to offer to repurchase shares or that there will be sufficient funds available to accommodate
all of our shareholders' requests for repurchase. As a result, we may repurchase less than the full amount of Common Shares
that you request to have repurchased. If we do not repurchase the full amount of your Common Shares that you have requested to
be repurchased, or we determine not to make repurchases of our Common Shares, you will likely not be able to dispose of your Common
Shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with
the RIC qualification and diversification rules and the 1940 Act. Shareholders will not pay a fee to us in connection with our
repurchase of Common Shares under the share repurchase program.

 The Company will repurchase shares from
shareholders pursuant to written tenders on terms and conditions that the Board determines to be fair to the Company and to all
shareholders. When the Board determines that the Company will repurchase shares, notice will be provided to shareholders describing
the terms of the offer, containing information shareholders should consider in deciding whether to participate in the repurchase
opportunity and containing information on how to participate. Shareholders deciding whether to tender their shares during the period
that a repurchase offer is open may obtain the Company's most recent NAV per share on our website at: www. LABDC.com. However,
our repurchase offers will generally use the NAV on or around the last business day of a calendar quarter, which will not be available
until after the expiration of the applicable tender offer, so you will not know the exact price of Common Shares in the tender
offer when you make your decision whether to tender your Common Shares.

 Repurchases of Common Shares from shareholders
by the Company will be paid in cash promptly after the expiration of any tender offer as required by federal securities laws governing
tender offers. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of Common
Shares from shareholders by the applicable repurchase offer deadline. The Company does not impose any charges in connection with
repurchases of Common Shares. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter
will be authorized and unissued shares.

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

 In the event that any shareholder fails
to maintain the minimum balance of $2,500 of our Common Shares, we may, at the time of such failure or any time subsequent to such
failure, repurchase all of the Common Shares held by that shareholder at the repurchase price in effect on the date we determine
that the shareholder has failed to meet the minimum balance. Minimum account repurchases will apply even in the event that the
failure to meet the minimum balance is caused solely by a decline in our NAV.

 Payment for repurchased shares may require
us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially
resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser
intends to take measures, subject to policies as may be established by our Board, to attempt to avoid or minimize potential losses
and expenses resulting from the repurchase of Common Shares.

 Debt

 In accordance with the 1940 Act, the Company
is currently only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level
of at least 150% after such borrowing. The Company's asset coverage was 153% as of December 31, 2024.

 Revolving credit facility with Bank of America

 On August
7, 2024, the Company entered into an amendment to an existing revolving credit agreement (the "BofA Revolving Credit
Facility") dated February 20, 2024, by and between the Company, as borrower, and Bank of America, as lender. The amendment,
among

 other things, (i) reduced the applicable margin for advances to 2.35% per annum, (ii) increased the available borrowing capacity
of the facility to $300 million, and (iii) extended the maturity date of the credit facility to May 14, 2025.

 In connection with the BofA Revolving Credit
Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants,
reporting requirements and other customary requirements for similar facilities. In addition, the Company shall not incur aggregate
indebtedness in an amount (a) in excess of that permitted under the constituent documents and (b) in excess of $5 billion. The
BofA Revolving Credit Facility contains customary events of default for similar financing transactions. Upon the occurrence and
during the continuation of an event of default, lender may terminate the commitments and declare the outstanding advances and all
other obligations under the BofA Revolving Credit Facility immediately due and payable. As of December 31, 2024, the Company was
in compliance with all covenants and other requirements of the BofA Revolving Credit Facility.

 Revolving credit facility with SMBC

 On October 29, 2024, the Company entered
into a revolving credit facility (the "SMBC Revolving Credit Facility") pursuant to a Senior Secured Credit Agreement
(the "SMBC Credit Agreement"), by and among the Company, as borrower, Sumitomo Mitsui Banking Corporation ("SMBC"),
as administrative agent, each of the lenders and issuing banks party thereto, SMBC, as a joint lead arranger, as a joint book runner
and as a syndication agent, and BofA Securities, Inc., as a joint lead arranger, as a joint book runner and as a syndication agent.
The SMBC Revolving Credit Facility provides for, among other things, borrowings in U.S. dollars or certain other permitted currencies
in an initial aggregate amount of up to $300 million, subject to availability under the borrowing base, with an option for the
Company to elect at one or more times, subject to certain conditions, to increase the maximum committed amount up to $500 million.

 The revolving period during which the Company
is permitted to borrow, repay and re-borrow advances will terminate on October 27, 2028 (the "Commitment Termination Date").
Any amounts borrowed under the SMBC Revolving Credit Facility will mature, and all accrued and unpaid interest thereunder will
be due and payable, on October 29, 2029 (the "Maturity Date"). During the period from the Commitment Termination Date
to the Maturity Date, the Company will be obligated to make mandatory prepayments under the SMBC Revolving Credit Facility out
of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

 The Company may borrow amounts in U.S.
dollars or certain other permitted currencies. Borrowings under the SMBC Revolving Credit Facility accrue interest at a rate per
annum equal to the relevant rate plus an applicable margin of (a) with respect to any ABR Loan, (i) 0.875% per annum if the Gross
Borrowing Base is less than 1.60x the Combined Debt Amount or (ii) 0.75% per annum if the Gross Borrowing Base is greater than
or equal to 1.60x the Combined Debt Amount; (b) with respect to any Term Benchmark Loan, (i) 1.875% per annum if the Gross Borrowing
Base is less than 1.60x the Combined Debt Amount or (ii) 1.75% per annum if the Gross Borrowing Base is greater than or equal to
1.60x the Combined Debt Amount, and (c) with respect to any RFR Loans, (i) 1.875% per annum if the Gross Borrowing Base is less
than 1.60x the Combined Debt Amount or (ii) 1.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined
Debt Amount. In addition, the Company will pay a non-usage fee of 0.375% on the average daily unused amount of the revolving commitments
under the SMBC Revolving Credit Facility. Capitalized terms are as defined in the SMBC Credit Agreement. As of December 31, 2024,
the Company was in compliance with all covenants and other requirements of the SMBC Revolving Credit Facility.

 Our outstanding debt obligations as of
December 31, 2024 were as follows:

 Aggregate
 Borrowing
 Capacity

 Outstanding
 Principal

 Less
 Unamortized
 Deferred
 Financing
 Costs

 Carrying Value per
 Consolidated
 Statement of Assets
 and Liabilities

 BofA Revolving Credit Facility

 $
 300,000

 $
 235,882

 $

 $
 235,573

 SMBC Revolving Credit Facility

 300,000

 150,000

 3,343

 146,657

 Total

 $
 600,000

 $
 385,882

 $
 3,652

 $
 382,230

 For further details, see " Note
5 - Debt " to our consolidated financial statements included in this report.

 RECENT DEVELOPMENTS

 On January 23, 2025, Lord Abbett PCF Financing
LLC ("PCF Financing"), a wholly-owned, special purpose financing subsidiary of the Company, entered into a revolving
credit facility pursuant to a credit agreement (the "ABL Credit Facility"), by and among PCF Financing, as borrower,
the Company, as servicer, Bank of America, N.A., as administrative agent and sole lead arranger and sole book manager, each of
the lenders from time to time party thereto, and State Street Bank and Trust Company, as collateral custodian. The ABL Credit Facility
provides for, among other things, borrowings in U.S. dollars or certain other permitted currencies in an initial aggregate amount
of up to $300,000,000, with an option for PCF Financing to elect, subject to certain conditions, to increase the maximum committed
amount up to $400,000,000.

 The revolving period during which PCF Financing
is permitted to borrow, repay and re-borrow loans will terminate on January 23, 2028. Loans under the ABL Credit Facility are subject
to satisfaction of certain conditions, including maintenance of the required borrowing base. Any amounts borrowed under the ABL
Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on January 23, 2030.

 Borrowings under the ABL Credit Facility
accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowing (which, for U.S. dollar-denominated
borrowings, is three-month term SOFR), plus an applicable margin ranging from 1.60% per annum to 2.00% per annum depending on the
nature of the collateral securing the advances, subject to a floor of 1.90% per annum. In addition, PCF Financing will pay a non-usage
fee on the unused commitments under the facility equal to (i) during the first six months after the Closing Date (as defined in
the ABL Credit Facility), 0.25% per annum on such unused commitments, (ii) on and after the six month anniversary of the Closing
Date and prior to the twelve month anniversary of the Closing Date, 0.50% per annum on such unused commitments and (iii) following
the first twelve months after the Closing Date, 1.50% per annum on unused commitments below 50% of the total facility commitment
and 0.50% per annum on remaining unused commitments.

 On January 30, 2025, the Company terminated
its existing revolving credit facility with Bank of America and repaid all outstanding principal and interest balances.

 On January 29, 2025, the Company declared
a distribution of $0.25 per share to shareholders of record on January 29, 2025 to be payable on February 25, 2025.

 On February 3, 2025, all outstanding capital
commitments were extinguished and the Company has begun to take monthly subscriptions in connection with a continuous offering
of its Common Shares.

 On February 26, 2025, the Company declared
a distribution of $0.24 per share to shareholders of record on February 26, 2025 to be payable on March 27, 2025.

 February Subscriptions

 On February 3, 2025, the Company issued and sold 1,782,884 Common
Shares at an offering price of $25.24 per share and the Company received $45 million as payment for such shares.

 March Subscriptions

 The Company received approximately $21.4 million of net proceeds
relating to the issuance of Common Shares for subscriptions effective March 3, 2025.

 OFF-BALANCE SHEET ARRANGEMENTS

 Other than contractual commitments and
other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings
or liabilities. We will engage in certain transactions that may receive off-balance sheet accounting treatment, including joint
venture transactions. On April 23, 2024, we entered into a limited liability company agreement with Stifel Bank & Trust
("Stifel") to establish a joint venture to make certain loans consisting of primarily middle market club loans and
direct lending loans to U.S. issuers. The joint venture is called SBLA Private Credit LLC ("SBLA JV"). All portfolio
decisions and generally all other decisions in respect of SBLA JV must be approved by the board of SBLA JV consisting of representatives
of the Company and

 Stifel (generally with approval from a representative of each required). We and Stifel have equal voting rights
with respect to the joint venture. The Company does not consolidate the SBLA JV. We may enter into additional joint venture agreements
in the future.

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 This discussion of our expected operating
plans is based upon our expected financial statements, which will be prepared in accordance with U.S. GAAP. The preparation of
these financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining
such estimates could cause actual results to differ. Our critical accounting policies and estimates, including those relating to
the valuation of our portfolio investments, are described below. We consider the most significant accounting policies to be those
related to our Valuation of Portfolio Investments, Revenue Recognition, and U.S. Federal Income Taxes, which are described below.
The valuation of investments is our most significant critical accounting estimate. The critical accounting policies and estimates
should be read in connection with our risk factors as disclosed under " Item 1A. – Risk Factors " in this
report. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future financial
statements.

 Valuation of Portfolio investments

 The Company is required to report its investments
for which current market values are not readily available at fair value. The Company values its investments in accordance with
Rule 2a-5 under the 1940 Act and FASB ASC 820, Fair Value Measurement ("ASC 820"), which defines fair value as the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific
inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values
that would have been realized had a ready market for these investments existed, and these differences could be material.

 We expect to determine our NAV for our
Common Shares each month as of the last day of each calendar month. The NAV per share of our Common Shares is determined by dividing
the value of total assets minus liabilities by the total number of Common Shares outstanding at the date as of which the determination
is made.

 The Company values its investments, upon
which its NAV is based, in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides
a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair
value and prescribes disclosure requirements for fair value measurements.

 Pursuant to Rule 2a-5, the Board has designated
the Adviser as the valuation designee responsible for valuing all of the Company's investments, including making fair valuation
determinations as needed. The Adviser has established a fair value committee (the "Fair Value Committee") to carry
out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value
Committee and the performance of functions required to determine the fair value of a fund's investments in good faith. These
functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying,
reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing
and evaluating pricing services used.

 In accordance with the Adviser's
policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded
but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent
third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data
processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs
price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences
are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe
market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments
that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a
substantial portion of the Company's investments, are valued at fair value as determined by the Adviser in good faith pursuant
to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and
may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable

investments. In determining fair value of the Company's loan investments, the types of factors that the Fair Value Committee
may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and
measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the
portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio
company does business and other relevant factors.

 The Fair Value Committee manages the Company's
fair valuation practices and maintains the fair valuation policies and procedures. To assess the continuing appropriateness of
pricing sources and methodologies, the Fair Value Committee regularly performs price verification procedures, engages in oversight
activities with respect to third-party pricing sources used and issues challenges as necessary. In addition, the Fair Value Committee
may rely on third-party valuation services to verify the fair value determinations of certain investments. A third-party valuation
service will generally review a portion of the Company's investments in loans each quarter such that on an annual basis most
of the loans' values will be tested for appropriateness and reliability. The Adviser reports to the Board information regarding
the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation
designee, relating to any or all Company investments, at any time.

 Valuation techniques used to value the
Company's investments by major category are as follows:

 •
 Equity securities and other investments, including restricted securities,
for which market quotations are readily available, are valued at the last reported sale price or official closing price (in the
case of securities and futures) or the mean of the closing bid and offer (in the case of options) as reported by a third-party
pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or
closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available
price. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary
Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities
may be used. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market
activity and risk are used.

 •
 Debt securities that are publicly traded, including restricted securities,
are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities.
Preferred securities are valued by pricing services who utilize matrix pricing which considers yield or price of bonds of comparable
quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities
may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services.

 •
 Investments in open-end investment companies are valued at their
closing NAV.

 •
 Investments, including private placements, for which observable inputs
are not available are generally valued using one or more valuation methods including the market approach, the income approach and
cost approach. The market approach considers factors including the price of recent investments in the same or a similar security
or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security
specific risks and corresponding discount rates. The cost approach considers factors including the value of the security's
underlying assets and liabilities.

 Revenue Recognition

 Interest Income

 Interest income is recorded on
an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value
on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective
interest method. The amortized cost of debt investments represents the original

 cost, including loan origination fees and upfront
fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums,
if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized
discounts are recorded as interest income in the current period.

 PIK Income

 The Company may have loans in
its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual
rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included
in interest income in the Company's statement of operations. If at any point the Company believes PIK is not expected to
be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual
status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company's status
as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has
not yet collected cash.

 Dividend Income

 Dividend income on preferred equity
securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected
to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or
on the ex-dividend date for publicly-traded portfolio companies.

 Fee Income

 The Company may receive various
fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial
assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are
rendered.

 Non-Accrual Income

 Loans are generally placed on
non-accrual status when, in management's judgement, there is sufficient doubt that all or a portion of principal or interest
will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original
issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status.
Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's
judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid
current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and
determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

 To the extent that the Company
has taxable income available, the Company intends to make monthly distributions to its shareholders commencing in calendar year
2025. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of our Board
and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC
regulations and such other factors as our Board may deem relevant from time to time.

 Income Taxes

 For periods prior to the effectiveness of our RIC election, the Company was taxed as a partnership for U.S.
federal income tax purposes.

 The Company has
elected to be treated as a BDC under the 1940 Act. The Company intends to elect to be treated as a RIC under the Code. So
long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any
ordinary income or capital gains that it distributes at least annually to its shareholders as dividends.

 Rather, any tax
liability related to income earned and distributed by the Company would represent obligations of the Company's
investors and would not be reflected in the financial statements of the Company.

evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine
whether the tax positions are "more-likely-than-not" to be sustained by the applicable tax authority. Tax
positions not deemed to meet the "more-likely-than-not" threshold are reserved and recorded as a tax benefit or
expense in the current year. All penalties and interest associated with income taxes are included in income tax expense.
Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but
not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

 To qualify for
and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset
diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders,
for each taxable year, at least 90% of the sum of (i) its "investment company taxable income" for that year
(without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its
realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.

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

 CONTRACTUAL OBLIGATIONS

 We have entered into the Advisory Agreement
with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide
us with administrative services. Payments for investment advisory services under the Advisory Agreements and payment for administration
services under the Administration Agreement are described in " Item 1. Business – Management Agreements."

 We currently have two credit facilities
and may establish more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment
of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads
over SOFR (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility
on favorable terms. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments
and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with affirmative or negative covenants
that could have an effect on our operations.

 RELATED PARTY TRANSACTIONS

 We have entered into a number of business
relationships with affiliated or related parties, including the following:

 •
 the Advisory Agreement

 •
 the Administration Agreement; and

 •
 the Expense Support Agreement

 In addition to the aforementioned agreements,
the SEC has granted an exemptive order (the "Order") that permits the Adviser, among other things, to co-invest our
assets with the assets of certain other persons in negotiated transactions, including certain affiliates of the Adviser and certain
funds managed and controlled by the Adviser and its affiliates. Co-investment under the Order is subject to certain conditions
therein, including the condition that, in the case of each co-investment transaction, the Board of Trustees determines that it
would be in the Company's best interest to participate in the transaction. Neither we nor the affiliated funds are obligated
to invest or co-invest when investment opportunities are referred to us or them.

 See " Note 3 - Related Party Transactions "
 to the consolidated financial statements for information on the Company's related party transactions.

 Item 7A. Quantitative and Qualitative
Disclosures About Market Risk

 We are subject to financial market risks,
including portfolio valuation risk, market risk and risk related to interest rates.

 Portfolio Valuation Risk

 The Adviser, subject to the oversight of
the Board, will determine the valuation of the Company's investments. It is expected that most of the Company's investments
will not have readily available market quotations, which will require the Adviser to estimate, in accordance with the Adviser's
valuation policies, the fair value of such investments on the valuation date. Fair value pricing is based on subjective judgments,
and it is possible that the fair value of a security may differ materially from the value that would be realized if the security
were sold. Absent bad faith or manifest error, valuation determinations of the Adviser will be conclusive and binding on the Company
investors.

 In addition, the Adviser may have an interest
in determining higher valuations in order to be able to present better performance to prospective investors. In certain cases,
the Company may hold an investment in an issuer experiencing distress or going through bankruptcy. In such a situation, the Adviser
may continue to place a favorable valuation on such investment due to the Adviser's determination that the investment is
sufficiently secured despite the distressed state or bankruptcy of the issuer. However, no assurances can be given that this assumption
is justified or that such valuations will be accurate in the long term. In addition, an investment in a portfolio company may not
be permanently written-off or permanently written down despite its distressed state or covenant breach until such portfolio company
experiences a material corporate event (e.g., bankruptcy or partial sale) which establishes an objective basis for such revised
valuation. In these circumstances, the Adviser has an interest in delaying any such write-offs or write-downs to maintain a higher
management fee base and thus, management fees paid to the Adviser.

 In addition, the Company may rely on third-party
valuation services to verify the value of certain investments. An investment may not have a readily ascertainable market value
and accordingly, could potentially make it difficult to determine a fair value of an investment and may yield an inaccurate valuation.
Further, because of the Adviser's knowledge of the investment, the valuation services may defer to the Adviser's valuation
even where such valuation may not be accurate or the determination thereof involved a conflict of interest. Additionally, the Company
may also choose to discontinue the use of any third-party valuation services at any time, which could create a conflict of interest
and impair the third-party valuation service's independence. An inaccurate valuation of an investment could have a substantial
impact on the Company.

 Market Risk

 The success of the Company's activities
will be affected by general economic and market conditions, such as interest rates, inflation rates, industry conditions, competition,
technological developments, tax laws, availability of credit, economic uncertainty, changes in laws (including laws relating to
taxation of the Company's investments), trade barriers, currency exchange controls, and national and international political
circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level
and volatility of securities' prices, the liquidity of the Company's investments and the availability of certain securities
and investments. Volatility or illiquidity could impair the Company's profitability or result in losses. The Company may
maintain substantial trading positions that can be materially adversely affected by the level of volatility in the financial markets—the
larger the positions, the greater the potential for loss. Global markets have recently experienced unprecedented volatility and
losses. The effects thereof are continuing and there can be no assurance that the Company will not be materially adversely affected.
Furthermore, none of these conditions is within the control of the Adviser. See " Item 1A. Risk Factors – Adverse
Developments in the Debt Capital Markets " in this report.

 Risk Related to Interest Rates

 Interest rates are highly sensitive to
many factors, including governmental monetary and tax policies, domestic and international economic and political considerations
and other factors beyond the ability of the Company to control or to forecast. Debt securities have varying levels of sensitivity
to changes in interest rates. When the Company chooses to borrow money to make investments, the Company's net investment
income will depend, in part, upon the difference between the rate at which the Company borrows funds and the rate at which the
Company invests those funds. As a result, the Company can offer no assurance that a significant change in market interest rates
would not have a material adverse effect on its net investment income in the event the Company uses debt to finance its investments.
In periods of rising interest rates, the Company's cost of funds would increase, which could reduce its net investment

 income.
The Company may use interest rate risk management techniques in an effort to limit its exposure to interest rate fluctuations.
In addition, a rise in the general level of interest rates typically leads to higher interest rates applicable to the Company's
debt investments.

 As of December 31, 2024, approximately
100.0% of our debt investments were at floating rates. Based on our Consolidated Statement of Assets and Liabilities as of December
31, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates
(considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing
structure as of December 31, 2024):

 Income

 Expense

 Net Income

 Up 100 basis points

 $4,466

 $3,859

 $607

 Up 50 basis points

 $2,233

 $1,929

 $304

 Down 50 basis points

 $(2,233)

 $(1,929)

 $(304)

 Down 100 basis points

 $(4,466)

 $(3,859)

 $(607)

 Down 200 basis points

 $(8,932)

 $(7,718)

 $(1,214)

 Item 8. Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Statement of Assets and Liabilities as of December 31, 2024

 Consolidated Statement of Operations for the Period from February 23,
 2024 (commencement of operations) to December 31, 2024

 Consolidated Statement of Changes in Net Assets for the Period from February
 23, 2024 (commencement of operations) to December 31, 2024

 Consolidated Statement of Cash Flows for the Period from February 23,
 2024 (commencement of operations) to December 31, 2024

 Consolidated Schedule of Investments as of December 31, 2024

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and the Board of Trustees of Lord Abbett Private
Credit Fund

 Opinion on the Financial Statements and Financial Highlights

 We have audited the accompanying consolidated statement of assets
and liabilities of Lord Abbett Private Credit Fund (the "Company"), including the consolidated schedule of investments, as
of December 31, 2024, the related consolidated statements of operations, changes in net assets, and cash flows and financial highlights
for the period from February 23, 2024 (commencement of operations) to December 31, 2024, and the related notes. In our opinion, the consolidated
financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and the results of its operations, changes in its net assets, cash flows and financial highlights for the period from February
23, 2024 (commencement of operations) to December 31, 2024 in conformity with accounting principles generally accepted in the United
States of America.

 Basis for Opinion

 These consolidated financial statements and financial highlights
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements and financial highlights. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights.
Our procedures included confirmation of investments owned as of December 31, 2024, by correspondence with the custodian or counterparties;
when replies were not received from counterparties, we performed other auditing procedures. We believe that our audit provides a reasonable
basis for our opinion.

 /s/ Deloitte & Touche LLP

 New York, New York

March 7, 2025

 We have served as the Company's auditor since 2024.

Consolidated Statement of Assets and Liabilities

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 ASSETS

 Investments at fair value

 Non-controlled/non-affiliated investments (cost of $ 438,194)

 $

 Controlled/affiliated investments (cost of $ 33,224)

 Total investments at fair value (cost of $ 471,418)

 Cash and cash equivalents

 113,767

 Interest receivable from non-controlled/non-affiliated investments

 4,508

 Dividend receivable from controlled/affiliated investments

 Due from affiliate

 Receivable for investments sold

 Deferred offering costs

 Other assets

 Total assets

 $
 591,972

 LIABILITIES

 Debt (net of deferred financing costs of $ 3,652) (Note 5)

 $
 382,230

 Interest payable

 3,806

 Income incentive fees payable

 Due to affiliate

 1,197

 Professional fees payable

 Administration fees payable

 Capital gains incentive fees payable

 Accrued expenses and other liabilities

 Total liabilities

 $
 388,433

 Total net assets

 $

 Commitments and contingencies (Note 6)

 NET ASSETS

 Common shares, $0.01 par value ( 8,071,106 shares issued and outstanding, unlimited number of authorized shares)

 $

 Paid in capital in excess of par value

 202,288

 Total distributable earnings /(accumulated loss)

 1,170

 Total net assets

 $

 Total liabilities and net assets

 $
 591,972

 Net asset value per share

 $
 25.22

Consolidated Statement of Operations

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Investment income

 Non-controlled/non-affiliated investments:

 Interest income

 $
 22,719

 Fee income

 Controlled/affiliated investments:

 Dividend income

 Total investment income

 $
 23,634

 Interest expense

 $
 12,139

 Professional fees

 1,432

 Income incentive fees

 Organizational costs

 Management fees

 Other general & administrative

 Administration fees

 Amortization of offering costs

 Capital gains incentive fees

 Total expenses

 $
 15,861

 Expense reimbursement (Note 3)

 $
 ( 2,585
)

 Management fees waived

 ( 422
)

 Net expenses

 $
 12,854

 Net investment income (loss)

 $

 Net realized and change in unrealized appreciation/(depreciation)

 Net realized gain/(loss):

 $

 Net realized gain/(loss)

 $

 Net change in unrealized appreciation/(depreciation):

 $
 1,173

 Controlled/affiliated investments

 ( 3
)

 Net change in unrealized appreciation/(depreciation)

 $
 1,170

 Net realized and change in unrealized appreciation/(depreciation)

 $
 1,446

 $
 12,226

Consolidated Statement of Changes in Net Assets

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Net investment income (loss)

 $

 Net realized gain/(loss)

 Net change in unrealized appreciation/(depreciation)

 1,170

 $
 12,226

 Distributions to common shareholders from:

 Income distributions

 $
 ( 11,078
)

 Net decrease in net assets resulting from distributions

 $
 ( 11,078
)

 Capital share transactions

 Proceeds from capital contributions/shares sold

 $
 204,359

 Return of capital contributions

 ( 1,968
)

 Net increase (decrease) from capital share transactions

 $
 202,391

 Total increase (decrease) in net assets

 $

 Net assets, beginning of period

 —

 Net assets, end of period

 $

Consolidated Statement of Cash Flows

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Cash flows from operating activities:

 $
 12,226

 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 Net realized (gain)/loss

 ( 276
)

 Net change in unrealized (appreciation)/depreciation

 ( 1,170
)

 Purchases of investments

 ( 586,390
)

 Proceeds from principal repayments

 115,560

 Net amortization (accretion) on investments

 ( 312
)

 Amortization of deferred financing costs

 Amortization of deferred offering costs

 Changes in operating assets and liabilities:

 Interest receivable from non-controlled/non-affiliated investments

 ( 4,508
)

 Dividend receivable from controlled/affiliated investments

 ( 278
)

 Due from affiliate

 ( 683
)

 Receivable for investments sold

 ( 81
)

 Other assets

 ( 5
)

 Interest payable

 3,806

 Income incentive fees payable

 Due to affiliate

 1,197

 Professional fees payable

 Administration fees payable

 Capital gains incentive fees payable

 Accrued expenses and other liabilities

 Net cash provided by (used in) operating activities

 $
 ( 458,701
)

 Cash flows from financing activities:

 Borrowings of debt

 1,015,487

 Repayments of debt

 ( 629,605
)

 Proceeds from capital contributions/shares sold

 204,359

 Return of capital contributions

 ( 1,968
)

 Income distributions to common shareholders

 ( 11,078
)

 Deferred financing costs paid

 ( 4,603
)

 Deferred offering costs paid

 ( 124
)

 Net cash provided by (used in) financing activities

 572,468

 Net increase (decrease) in cash and cash equivalents

 113,767

 Cash and cash equivalents, beginning of period

 —

 Cash and cash equivalents, end of period

 $
 113,767

 Supplemental cash flow information

 Interest paid during the period

 $
 7,383

 Non-cash contribution to SBLA JV

 $
 33,224

 Investments (1)

 Reference
 Rate and
 Spread (2)

 Rate (2)

 Maturity
 Date

 Par
 Amount/
 Common
 Shares

 Cost (3)

 Fair
 Value

 %
of

Net Assets

 Investments—non-controlled/non-affiliated

 First Lien Secured Debt— non-controlled/non-affiliated (4) (6)

 Aerospace & Defense

 Applied Aerospace Structures Corp. (Term Loan)

 9.08 %

 12/1/2030

 $ 39,964

 $ 39,577

 $ 39,616

 19.47 %

 Applied Aerospace Structures Corp. (Delayed Draw) (8)

 N/A

 11/29/2030

 —

 ( 77)

 ( 139)

 ( 0.07)

 Applied Aerospace Structures Corp. (Revolver) (8)

 N/A

 11/29/2030

 —

 ( 62)

 ( 56)

 ( 0.03)

 39,438

 39,421

 19.37

 Air Freight & Logistics

 RJW Logistics Group, Inc (Term Loan)

 9.58 %

 11/26/2031

 34,633

 34,285

 34,284

 16.85

 RJW Logistics Group, Inc (Delayed Draw) (8)

 N/A

 11/26/2031

 —

 ( 17)

 ( 17)

 ( 0.01)

 34,268

 34,267

 16.84

 Commercial Services & Supplies

 Ambient Enterprises Holdco LLC (Term Loan)

 3M S + 5.75%

 10.08 %

 12/27/2031

 2,073

 2,052

 2,052

 1.01

 Ambient Enterprises Holdco LLC (Delayed Draw) (8)

 3M S + 5.75%

 N/A

 6/30/2030

 —

 ( 2)

 ( 2)

 — (11)

 Meridian Waste Acquisitions, LLC (Term Loan)

 3M S + 3.75%

 8.40 %

 9,043

 9,023

 8,998

 4.41

 Meridian Waste Acquisitions, LLC (Delayed Draw) (8)

 1M S + 3.75%

 8.25 %

 0.45

 Meridian Waste Acquisitions, LLC (Revolver) (8)

 3M S + 3.25%

 7.99 %

 0.13

 United Flow Technologies Intermediate Holdco II, LLC (Term Loan)

 9.58 %

 6/23/2031

 11,970

 11,800

 11,866

 5.83

 United Flow Technologies Intermediate Holdco II, LLC (Delayed Draw) (8)

 9.88 %

 6/23/2031

 0.44

 United Flow Technologies Intermediate Holdco II, LLC (Revolver) (8)

 N/A

 6/21/2030

 —

 ( 27)

 ( 17)

 ( 0.01)

 24,952

 24,963

 12.26

 Construction and Engineering

 Qualus Power Services Corp (Delayed Draw) (8)

 3M S + 1.00%

 N/A

 3/27/2028

 —

 ( 118)

 ( 118)

 ( 0.06)

 ( 118)

 ( 118)

 ( 0.06)

 Containers & Packaging

 Schoeneck Containers, LLC (Term Loan)

 9.53 %

 5/7/2025

 9,322

 9,322

 9,311

 4.57

 Schoeneck Containers, LLC (Delayed Draw)

 9.53 %

 5/7/2025

 4,756

 4,756

 4,751

 2.33

 Schoeneck Containers, LLC (Revolver) (8)

 3M P + 3.75%

 11.25 %

 5/7/2025

 0.30

 14,675

 14,654

 7.20

 Electrical Equipment

 Sparkstone Electrical Group (Term Loan)

 9.77 %

 46,875

 46,187

 46,187

 22.70

 Sparkstone Electrical Group (Delayed Draw) (8)

 N/A

 —

 ( 136)

 ( 136)

 ( 0.07)

 Sparkstone Electrical Group (Revolver) (8)

 N/A

 —

 ( 137)

 ( 137)

 ( 0.07)

 45,914

 45,914

 22.56

 Health Care Equipment & Supplies

 MGS MFG. Group, Inc. (Term Loan)

 1M S + 4.25%

 8.71 %

 3,312

 3,312

 3,312

 1.63

 MGS MFG. Group, Inc. (Delayed Draw)

 1M S + 4.25%

 8.71 %

 2,794

 2,794

 2,794

 1.37

 MGS MFG. Group, Inc. (Revolver) (8)

 3M S + 4.25%

 N/A

 —

 —

 —

 —

 6,106

 6,106

 3.00

(continued)

 Investments (1)

 Reference
 Rate and
 Spread (2)

 Rate (2)

 Maturity
 Date

 Par
 Amount/
 Common
 Shares

 Cost (3)

 Fair
 Value

 %
of

Net Assets

 Investments—non-controlled/non-affiliated

 First Lien Secured Debt— non-controlled/non-affiliated (4) (6)

 Health Care Providers & Services

 Continental Buyer Inc (Term Loan)

 6M S + 5.25%

 9.50 %

 $ 32,403

 $ 31,954

 $ 32,403

 15.92 %

 Continental Buyer Inc (Delayed Draw) (8)

 N/A

 —

 ( 85)

 —

 —

 Continental Buyer Inc (Revolver) (8)

 9.53 %

 —

 ( 64)

 —

 —

 Endo1 Partners - California, LLC

 1M S + 5.25%

 9.86 %

 3/24/2026

 4,807

 4,807

 4,807

 2.36

 Flourish Research Acquisition, LLC (Term Loan)

 9.53 %

 15,970

 15,734

 15,734

 7.73

 Flourish Research Acquisition, LLC (Delayed Draw) (8)

 9.44 %

 0.38

 Flourish Research Acquisition, LLC (Revolver) (8)

 N/A

 —

 ( 61)

 ( 61)

 ( 0.03)

 53,058

 53,656

 26.36

 Insurance

 Ardonagh Midco 3 PLC (Term Loan) (5)(7)

 6M S + 4.75%

 9.90 %

 2/17/2031

 29,398

 28,995

 29,398

 14.44

 RSC Acquisition, Inc. (Delayed Draw)

 9.34 %

 11/1/2029

 7,135

 7,104

 7,117

 3.50

 RSC Acquisition, Inc. (Delayed Draw) (8)

 N/A

 11/1/2029

 —

 ( 186)

 ( 100)

 ( 0.05)

 RSC Acquisition, Inc. (Revolver) (8)

 3M P + 3.75%

 N/A

 10/30/2029

 —

 ( 24)

 ( 13)

 ( 0.01)

 35,889

 36,402

 17.88

 IT Services

 BCM One, Inc. (Term Loan)

 6M S + 4.50%

 8.85 %

 9,684

 9,684

 9,684

 4.76

 BCM One, Inc. (Delayed Draw)

 1M S + 4.50%

 8.96 %

 4,762

 4,762

 4,762

 2.34

 BCM One, Inc. (Revolver) (8)

 3M S + 4.50%

 N/A

 —

 —

 —

 —

 GCOM (Term Loan)

 3M S + 7.50%

 12.28 %

 8/1/2031

 39,798

 39,414

 39,500

 19.40

 53,860

 53,946

 26.50

 Leisure Products

 Playpower, Inc. (Term Loan)

 9.58 %

 8/28/2030

 43,326

 42,704

 42,732

 20.99

 Playpower, Inc. (Revolver) (8)

 N/A

 8/28/2030

 —

 ( 93)

 ( 90)

 ( 0.04)

 42,611

 42,642

 20.95

 Life Sciences Tools & Services

 TransnetYX, Inc (Term Loan)

 9.78 %

 4/13/2027

 7.89

 TransnetYX, Inc (Revolver) (8)

 N/A

 4/13/2027

 —

 —

 —

 —

 7.89

 Professional Services

 ComPsych Investment Corp. (Term Loan)

 9.38 %

 7/22/2031

 15,170

 15,134

 15,132

 7.44

 ComPsych Investment Corp. (Delayed Draw) (8)

 N/A

 7/22/2031

 —

 ( 9)

 ( 19)

 ( 0.01)

 Vensure Employer Services Inc (Term Loan)

 9.33 %

 9/29/2031

 19,888

 19,793

 19,792

 9.72

 Vensure Employer Services Inc (Delayed Draw) (8)

 9.65 %

 9/29/2031

 1,234

 1,208

 1,194

 0.59

 36,126

 36,099

 17.74

 Telecommunication Services

 Clearwave Fiber (Revolver) (8)

 3M S + 4.00%

 8.40 %

 12/13/2029

 6,439

 6,291

 6,291

 3.09

 6,291

 6,291

 3.09

 Textiles, Apparel & Luxury Goods

 Kravet Inc. (Term Loan)

 1M S + 5.25%

 9.77 %

 11/25/2030

 29,590

 29,152

 29,152

 14.32

 Kravet Inc. (Revolver) (8)

 N/A

 11/25/2030

 —

 ( 78)

 ( 78)

 ( 0.04)

 29,074

 29,074

 14.28

 Total First Lien Secured Debt—non-controlled/non-affiliated

 $ 438,194

 $ 439,367

 215.86 %

(continued)

 Investments (1)

 Reference

 Rate and

 Spread (2)

 Rate (2)

 Maturity

 Date

 Par

 Amount/

 Common

 Shares

 Cost (3)

 Fair

 Value

 %
 of

 Net Assets

 Investments—controlled/affiliated

 Investments in Joint Venture (4) (6)
 (10)

 SBLA Private Credit LLC (5)

 16.32 %

 16.32

 Total Investments in Joint Venture

 16.32 %

 Total Investments at Fair Value (9)

 $ 471,418

 $ 472,588

 232.18 %

 (1)
 Unless otherwise indicated, debt investments held by the Company are denominated in USD dollars. All debt investments are income producing unless otherwise indicated.

 (2)
 Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate ("SOFR" or "S"), or an alternate base rate (commonly based on the U.S. Prime Rate ("P"), which generally resets periodically. For each loan, the Company has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of December 31, 2024.

 (3)
 The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 (4)
 Unless otherwise indicated, issuers of debt held by the Company are domiciled in the United States.

 (5)
 Investments that the Company has determined are not "qualifying assets" under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, we may not acquire any nonqualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2024, non-qualifying assets represented approximately 10.59% of the total assets of the Company.

 (6)
 All investments are valued using unobservable inputs (Level 3), unless otherwise noted (see " Note 2 - Summary of Significant Accounting Policies and Note 4 - Investments ").

 (7)
 The issuer of this investment is domiciled in the United Kingdom.

 (8)
 Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value result from unamortized fees, which are capitalized to the investment cost. See below for more information on the Company's unfunded commitments.

 (9)
 Unless otherwise indicated, all securities are pledged as collateral to our SMBC Revolving Credit Facility ("SMBC Revolving Credit Facility") as defined in " Note 5 - Debt ").
 As such, these securities are not available as collateral to our general creditors.

 (10)
 Under the 1940 Act, the Company is deemed to "control" a portfolio company if the Company owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the Company is deemed an "affiliated person" of a portfolio company if the Company owns 5% or more of the portfolio company's outstanding voting securities. As of December 31, 2024, the Company's controlled/affiliated investments were as follows:

 Fair Value as of

 (commencement

 of operations)

 Gross

 Additions

 Gross

 Reductions

 Net

 Change

 in

 Unrealized

 appreciation/

 (depreciation)

 Net

 Realized

 Gain

 (Loss)

 Fair Value as

 of

 December 31,

 2024

 Dividend

 Income

 Controlled/Affiliated Investments

 SBLA Private Credit LLC

 $–

 $–

 $( 3)

 $–

 $ 278

 Total

 $–

 $–

 $( 3)

 $–

 $ 278

 (11)

 Amount is less than (0.01)%.

(continued)

 Investments

 Maturity Date

 Unfunded

 Ambient Enterprises Holdco LLC (Delayed Draw)

 6/30/2030

 $

 Applied Aerospace Structures Corp. (Delayed Draw)

 11/29/2030

 16,026

 Applied Aerospace Structures Corp. (Revolver)

 11/29/2030

 6,410

 BCM One, Inc. (Revolver)

 1,530

 Clearwave Fiber (Revolver)

 12/13/2029

 5,561

 ComPsych Investment Corp. (Delayed Draw)

 7/22/2031

 7,778

 Continental Buyer Inc (Delayed Draw)

 12,739

 Continental Buyer Inc (Revolver)

 4,777

 Flourish Research Acquisition, LLC (Delayed Draw)

 7,009

 Flourish Research Acquisition, LLC (Revolver)

 4,185

 Kravet Inc. (Revolver)

 11/25/2030

 5,284

 Meridian Waste Acquisitions, LLC (Delayed Draw)

 2,982

 Meridian Waste Acquisitions, LLC (Revolver)

 1,501

 MGS MFG. Group, Inc. (Revolver)

 1,776

 Playpower, Inc. (Revolver)

 8/28/2030

 6,565

 Qualus Power Services Corp (Delayed Draw)

 3/27/2028

 25,000

 RJW Logistics Group, Inc (Delayed Draw)

 11/1/2031

 3,436

 RSC Acquisition, Inc. (Delayed Draw)

 11/1/2029

 40,097

 RSC Acquisition, Inc. (Revolver)

 10/30/2029

 5,250

 Schoeneck Containers, LLC (Revolver)

 5/7/2025

 2,812

 Sparkstone Electrical Group (Delayed Draw)

 18,750

 Sparkstone Electrical Group (Revolver)

 9,375

 TransnetYX, Inc (Revolver)

 4/13/2026

 2,167

 United Flow Technologies Intermediate Holdco II, LLC (Delayed Draw)

 6/23/2031

 9,020

 United Flow Technologies Intermediate Holdco II, LLC (Revolver)

 6/21/2030

 2,000

 Vensure Employer Services Inc (Delayed Draw)

 9/29/2031

 6,878

 Total

 $
 209,335

 The following shows the composition of the Company's portfolio
at fair value by industry and geography as of December 31, 2024.

(continued)

 Industry

 Investment Type

 Percentage of Total
 Investments at Fair Value

 IT Services

 $
 53,946

 11.42
 %

 Health Care Providers & Services

 53,656

 11.35

 Electrical Equipment

 45,914

 9.72

 Leisure Products

 42,642

 9.02

 Aerospace & Defense

 39,421

 8.34

 Insurance

 36,402

 7.70

 Professional Services

 36,099

 7.64

 Air Freight & Logistics

 34,267

 7.25

 Investments in Joint Venture

 Joint Venture

 7.03

 Textiles, Apparel & Luxury Goods

 29,074

 6.15

 Commercial Services & Supplies

 24,963

 5.28

 Life Sciences Tools & Services

 3.40

 Containers & Packaging

 14,654

 3.10

 Telecommunication Services

 6,291

 1.33

 Health Care Equipment & Supplies

 6,106

 1.29

 Construction and Engineering

 ( 118
)

 ( 0.02
)

 Total

 $

 100.00

 Geography

 Percentage of Total
 Investments at Fair Value

 United Kingdom

 $
 29,398

 6.22
 %

 United States

 443,190

 93.78

 Total

 $

 100.00

 (1) ORGANIZATION

 Lord
Abbett Private Credit Fund (the " Company ", "we",
"us" or "our") is a closed-end, non-diversified management investment company organized under the
laws of the State of Delaware. The Company elected to be regulated as a business
development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") on
October 4, 2024 (the "BDC Election Date"). The Company also intends to elect to
be treated, and qualify annually, as a regulated investment company ("RIC") for U.S. federal income tax purposes
as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") upon filing of the
tax return on its statutory due date, commencing with its initial taxable year ended December 31,
2024. Prior to the BDC Election Date, the Company was taxed as a partnership for
U.S. federal income tax purposes.

was formed on November 27, 2023 and commenced investment operations on February
23, 2024. Lord Abbett Private Credit Advisor LLC is the investment adviser to the Company
(the "Adviser"). The Adviser is a wholly-owned subsidiary of Lord Abbett & Co. LLC. The Adviser provides the Company
with investment advisory services pursuant to the terms of an investment advisory agreement (the "Advisory Agreement").
Lord, Abbett & Co. LLC, the "Administrator" or "Lord Abbett" performs, or oversees the performance
of, the Company 's corporate operations and required administrative services pursuant to
an administration agreement (the "Administration Agreement").

 The Company 's
investment objective is to generate current income and, to a lesser extent, long-term capital appreciation.
The Company invests in loans targeted at (i) private U.S. operating companies whose securities
are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended the ("Exchange
Act"), and (ii) U.S. operating companies whose securities are listed on a national securities exchange that have a market
capitalization of less than $250 million.

 On January 8, 2024, the Company
established Lord Abbett Private Credit Funding 1, LLC ("Lord Abbett PCF I LLC"), a wholly-owned subsidiary of the Company
and a Delaware limited liability company that is a disregarded entity for tax purposes, to acquire investments in the State of
California.

 On August 30,
2024 (the "Conversion Date"), Lord Abbett Private Credit Fund 1, LP, filed
a certificate of conversion with the state of Delaware to convert from a limited partnership to a Delaware statutory trust and
changed its name to Lord Abbett Private Credit Fund. Effective September 30,
2024, all limited partnership interests were converted into common shares, formalizing the unitization of Lord
Abbett Private Credit Fund. On this date, 5,080,444 shares were issued and outstanding
at a par value of $ 0.01.

 On December 2, 2024, the Company
established Lord Abbett PCF Financing LLC ("PCF Financing"), a wholly-owned subsidiary of the Company
and a Delaware limited liability company that is a disregarded entity for tax purposes, to hold investment collateral in connection
with a credit facility. As of December 31, 2024, there was no investment collateral held by this entity.

 (2) SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 The following is a summary of the significant
accounting and reporting policies used in preparing the consolidated financial statements.

 Basis of Presentation

 The accompanying consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). As an investment company, the Company applies the accounting
and reporting guidance in Accounting Standards Codification ("ASC") Topic 946, Financial Services – Investment
Companies ("ASC 946") issued by the Financial Accounting Standards Board ("FASB").

 Use of Estimates

 The preparation of financial statements
in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of income, expenses, gains and losses during the reported
periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies, and any other parameters
used in determining these estimates could cause actual results to differ materially.

 Consolidation

 As provided under Regulation S-X and ASC
946, the Company will not consolidate its investment in a company other than an investment company
subsidiary or a controlled operating company whose business consists of providing services to the Company.
Accordingly, the

 Company
consolidated the accounts of the Company 's wholly-owned subsidiaries,
Lord Abbett PCF 1 LLC and PCF Financing in the consolidated financial statements. All
intercompany balances and transactions have been eliminated in consolidation.

 The Company does not consolidate SBLA Private
Credit LLC (the "SBLA JV"). See " Note 4 - Investments " for further description of the joint venture.

 Cash and Cash Equivalents

defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity, that they present
insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three
months or less from the date of purchase would qualify, with limited exceptions. The Company
deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other
high-quality, short-term debt securities would qualify as cash equivalents.

 Cash and cash equivalents are carried at
cost, which approximates fair value. The cash and cash equivalents balance as of December 31, 2024
was $ 113,767.

 Investment Transactions

 Investments are recognized when the Company
assumes an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments
are derecognized when the Company assumes an obligation to sell a financial instrument and forego the risks for gains or losses
related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Amounts for
investments derecognized or recognized but not yet settled are reported as a receivable for investments sold and a payable for
investments purchased, respectively, in the Consolidated Statement of Assets and Liabilities.

 Fair Value Measurements

follows guidance in ASC 820, Fair Value Measurement ("ASC 820"), where fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. Fair value measurements are determined within a framework control partnership hierarchy which maximizes the use
of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements
for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability,
including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using
a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable
inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from
sources independent of the Company. Unobservable inputs reflect the Company 's
own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information
available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with
investing in those assets or liabilities.

 ASC 820 classifies the inputs used to measure
these fair values into the following hierarchy:

 Level 1: Quoted prices in active markets
for identical assets or liabilities, accessible by us at the measurement date.

 Level 2: Quoted prices for similar assets
or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active,
or other observable inputs other than quoted prices.

 Level 3: Unobservable inputs for the asset
or liability.

 In all cases, the level in the fair value
hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input
that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations
may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties
of valuation, the values reflected in the consolidated financial statements may differ materially
from the values that would be received upon an actual disposition of such investments.

 On April 23,
2024, the Company entered into a joint venture with Stifel Bank & Trust (the "JV partner"). The joint venture is
called SBLA Private Credit LLC, or SBLA JV. In accordance with ASC 820, our investment in this JV are measured using the net asset
value ("NAV") or its equivalent as a practical expedient for fair value, and have not been classified in the
fair value hierarchy.

 Investment Valuation Process

 Pursuant to Rule 2a-5 of the 1940 Act,
the Company 's Board of Trustees (the "Board") has designated the Adviser as
the valuation designee responsible for valuing all of the Company 's investments, including
making fair valuation determinations as needed. The Adviser has established a fair value committee (the "Fair Value Committee")
to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the
Fair Value Committee and the performance of functions required to determine the fair value of a fund's investments in good
faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting,
applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value,
and overseeing and evaluating pricing services used.

 In accordance with the Adviser's
policies and procedures, investments, including debt securities, that are publicly traded but for which no readily available market
quotations exist, are generally valued on the basis of information furnished by an independent third-party pricing service that
uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess
the continuing appropriateness of pricing sources and methodologies, the Fair Value Committee regularly performs price verification
procedures on behalf of the Adviser and issues challenges as necessary to independent pricing services or brokers, and any differences
are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe
market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments
that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a
substantial portion of the Company 's investments, are valued at fair value as determined
by the Adviser in good faith pursuant to the Adviser's Board-approved policies and procedures. Factors used in determining
fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows,
and market observations of comparable investments.

 The Fair Value Committee manages the Company 's
fair valuation practices and maintains the fair valuation policies and procedures. To assess the continuing appropriateness of
pricing sources and methodologies, the Fair Value Committee regularly performs price verification procedures, engages in oversight
activities with respect to third-party pricing sources used and issues challenges as necessary. In addition, the Fair Value Committee
may rely on third-party valuation services to verify the fair value determinations of certain investments. In determining fair
value of the Company 's loan investments the types of factors that the Fair Value Committee
may take into account generally include comparison to publicly-traded securities and factors such as yield, maturity and measures
of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio
company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company
does business and other relevant factors. A third-party valuation service will generally review a portion of the Company 's
investments in loans each quarter such that on an annual basis most of the loans' values will be tested for appropriateness
and reliability. The Adviser reports to the Board information regarding the fair valuation process and related material matters.
The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Company
investments, at any time.

 Valuation techniques used to value the
Company's investments by major category are as follows:

 •
 Equity securities and other investments,
 including restricted securities, for which market quotations are readily
 available, are valued at the last reported sale price or official
 closing price (in the case of securities and futures) or the mean
 of the closing bid and offer (in the case of options) as reported
 by a third-party pricing service on the primary market or exchange
 on which they are traded. In the event there were no sales during
 the day or closing prices are not available, securities are valued
 at the last quoted bid price or may be valued using the last available
 price. For foreign equity securities, when market or security specific
 events arise, comparisons to the valuation of American Depositary
 Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and
 certain indexes as well as quoted prices for similar securities may
 be used. For equity securities, including restricted securities, where
 observable inputs are limited, assumptions about market activity and
 risk are used.

 •
 Debt securities that are publicly
 traded, including restricted securities, are valued based on evaluated
 prices received from third party pricing services or from brokers
 who make markets in such securities. Preferred securities are valued
 by pricing services who utilize matrix pricing which considers yield
 or price of bonds of comparable quality, coupon, maturity and type
 or by broker-supplied prices.

 •
 When independent prices are unavailable
 or unreliable, debt securities may be valued utilizing pricing methodologies
 which consider similar factors that would be used by third party
 pricing services.

 •
 Investments in open-end investment companies are valued at their closing net asset value.

 •
 Investments, including private placements, for which observable inputs are not available are generally
valued using one or more valuation methods including the market approach, the income approach and cost approach. The market approach
considers factors including the price of recent investments in the same or a similar security or financial metrics of comparable
securities. The income approach considers factors including expected future cash flows, security specific risks and corresponding
discount rates. The cost approach considers factors including the value of the security's underlying assets and liabilities.
The Company may use amortized cost as a pricing technique for investments that have recently transacted.

 Realized Gains or Losses

 Realized gains or losses on investments
are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the
call price on the call effective date.

 Revenue Recognition

 Interest Income

 Interest income is recorded on an accrual
basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments
purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method.
The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received
that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon
prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts
are recorded as interest income in the current period.

 Payment-in-Kind ("PIK")
Income

 The Company may have loans in its portfolio
that contain PIK provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates,
increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included
in interest income in the Company 's statement of operations. If at any point the Company
believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment
is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain
the Company's status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends,
even though the Company has not yet collected cash. There was no PIK income during the period from February 23, 2024 (commencement
of operations) to December 31, 2024.

 Dividend Income

 Dividend income on preferred equity securities
is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected.
Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend
date for publicly-traded portfolio companies.

 Fee Income

may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as
well as fees for managerial assistance rendered by the Company to the portfolio companies. Such
fees are recognized as income when earned or the services are rendered.

 Non-Accrual Income

 Loans are generally placed on non-accrual
status when, in management's judgement, there is sufficient doubt that all or a portion of principal or interest will be
collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue
discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status.
Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's
judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid
current and, in management's judgment, are likely to remain current. Management may make exceptions to this treatment and
determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
As of December 31, 2024, there were no loans on non-accrual status.

 Organizational and Offering Costs

 Organizational costs consist of costs incurred
to establish the entity as a Delaware statutory trust and subsequent conversion to a BDC. Organizational costs are expensed as
incurred. Offering costs consist of costs incurred in connection with the offering of interests in the partnership and subsequently
the BDC. Offering costs are capitalized as a deferred charge and will be amortized to expense on a straight-line basis over twelve
months. Additional organizational costs and offering costs may be incurred subsequent to December 31,
2024.

 Deferred Financing Costs and Debt Issuance
Costs

 Financing costs incurred in connection
with the Company 's BofA Revolving Credit Facility (as defined below) are capitalized and
amortized into expense using the straight-line method, which approximates the effective yield method over the life of the facility.
See " Note 5 - Debt."

records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost
for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability. These expenses
are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which
approximates the effective yield method. In the event that the Company modifies or extinguishes its debt before maturity, the Company
follows the guidance in ASC 470-50, Modification and Extinguishments. For extinguishments of the Company 's
debt, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss
from the extinguishment.

 Income Taxes

recognizes the tax benefits of uncertain tax positions only where the position is "more likely than not" to be sustained
assuming examination by tax authorities. The Company reviews and evaluates tax positions in its
major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition.
Based on this review, the Company has determined the major tax jurisdictions to be where the
 Company is organized, where the Company makes investments,
and where the Company is located; however, no reserves for uncertain tax positions were recorded
for the period ended December 31, 2024. The Company
is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will
change materially in the next twelve months. As a result, no tax liability or expense, including interest and penalties, has been
recorded in the consolidated financial statements. Generally, the Company 's
U.S. federal, state, and local tax returns remain open for examination for a period of three to five years from when they are filed
under varying statutes of limitations.

 The Company intends to elect to be treated as a RIC under Subchapter M of the Code with its initial taxable
year ended December 31, 2024. So long as the Company maintains its status
as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes
at least annually to its shareholders as distributions.

 To qualify for and maintain
qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification
requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each
taxable year, at least 90% of its "investment company taxable income" for that year, which is generally its
ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital
losses.

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

 New Accounting Pronouncements

 In December 2023, the FASB issued Accounting
Standards Update ("ASU") 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU
2023-09"). ASU 2023-09 requires additional disaggregated disclosures on the entity's effective tax rate reconciliation
and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective
application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company
does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial
statements.

has adopted FASB ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU
2023-07"). Adoption of the new standard impacted financial statement disclosures only and did not affect the Company 's
financial position or its results of operations. An operating segment is defined in Topic 280 as a component of a public entity
that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly
reviewed by the public entity's chief operating decision maker ("CODM") to make decisions about resources to be allocated
to the segment and assess its performance, and has discrete financial information available.

 The Adviser has taken the position that
the CODM for the Company is comprised of the following three committees: Management, Investment
and Operating Committees, which are responsible for assessing performance and making decisions about resource allocation. The CODM
has determined that the Company has a single operating segment based on the fact that the CODM
monitors the operating results of the Company as a whole and that the Company 's
long-term strategic asset allocation is pre-determined in accordance with the terms of its prospectus, based on a defined investment
strategy which is executed by the Company 's portfolio managers as a team. The financial information
in the form of the Company 's portfolio composition, total returns, expense ratios and changes
in net assets, which are used by the CODM to assess the segment's performance versus the Company 's
comparative benchmarks and to make resource allocation decisions for the Company 's single segment,
is consistent with that presented within the Company 's consolidated
financial statements. Segment assets are reflected on the accompanying Consolidated Statement
of Assets and Liabilities as "total assets" and significant segment expenses are listed on the accompanying
 Consolidated Statement of Operations.

 (3) RELATED PARTY TRANSACTIONS

 Prior Expense Support and Conditional
Reimbursement Agreement

 The Company had previously entered into
an expense support agreement (the "Prior Expense Support Agreement") with Lord Abbett pursuant to which Lord Abbett
was able to elect to pay certain expenses of the Company on the Company's behalf, provided that no portion of the payment
would be used to pay shareholders servicing and/or distribution fees of the Company. The Prior Expense Support Agreement has since
been terminated, however the Company is obligated to reimburse any outstanding expense payments that Lord Abbett committed to pay
under the Prior Expense Support Agreement.

 Expense Support and Conditional Reimbursement
Agreement

 Pursuant to the Expense Support and Conditional
Reimbursement Agreement we have entered into with the Adviser (the "Expense Support Agreement"), the Adviser is obligated
to advance all of the Company 's Other Operating Expenses (each, a "Required Expense Payment")
to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company 's
NAV. Any Required Expense Payment must be paid by the Adviser to the Company in any combination of cash or other immediately available
funds and/or offset against amounts due from the Company to the Adviser or its affiliates. "Other Operating Expenses"
means the Company 's organizational and offering expenses, professional fees, trustee fees,
administration fees, and other general and administrative expenses (including the Company 's
allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the
Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company 's
base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront fees on the Company 's
initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Company's
common shares of beneficial interest, $0.01 par value per share (the "Common Shares"), extraordinary expenses and any
interest expenses owed by the Company, all as determined in accordance with U.S. GAAP.

 The Adviser may elect to pay, at such times
as the Adviser determines, certain expenses on the Company 's behalf (each, a "Voluntary
Expense Payment" and together with a Required Expense Payment, the "Expense Payments"), provided that no portion
of the payment will be used to pay shareholder servicing and/or distribution fees, if any, of the Company.
Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company
in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing,
and/or offset against amounts due from the Company to the Adviser or its affiliates.

 Following any month in which Other Operating
Expenses are below 0.70% (on an annualized basis) of the Company's NAV (the "Expense Cap"), the Adviser may be
reimbursed (a, "Required Reimbursement Payment") for any Required Expense Payment to the extent that (i) the Other
Operating Expenses, inclusive of such Required Reimbursement Payment, remain at or below the Expense Cap and (ii) the applicable
Required Expense Payment was made no more than three (3) years prior to the Required Reimbursement Payment.

 Following any calendar month in which Available
Operating Funds exceed the cumulative distributions accrued to the Company 's shareholders
based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being
hereinafter referred to as "Excess Operating Funds"), we shall pay such Excess Operating Funds, or a portion thereof,
to the Adviser until such time as all Voluntary Expense Payments made by the Adviser to the Company
within three (3) years prior to the last business day of such calendar month have been reimbursed. Any payments required to be
made by the Company with respect to Voluntary Expense Payments shall be referred to herein as
a "Voluntary Reimbursement Payment", and together with the Required Reimbursement Payments, the "Reimbursement
Payments"). "Available Operating Funds" means the sum of (i) our net investment company taxable income (including
net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net
long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of
investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii)
above).

 No Voluntary Reimbursement Payment for
any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company
at the time of such Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the
Expense Payment was made to which such Voluntary Reimbursement Payment relates, (2) the Company 's
Operating Expense Ratio at the time of such Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the
time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, or (3) the Company 's
Other Operating Expenses at the time of such Voluntary Reimbursement Payment exceeds 0.70% of the Company 's
NAV. "Effective Rate of Distributions Per Share" means the annualized rate (based on a 365-day year) of regular cash
distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The "Operating
Expense Ratio" is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and
incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, if any, and interest expense, by the Company 's
net assets. "Operating Expenses" means all of the Company 's operating costs
and expenses incurred, as determined in accordance with U.S. GAAP for investment companies.

 The Company 's
obligation to make a Reimbursement Payment shall automatically become a liability of the Company
on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such
payment for the applicable month.

 The Expense Support Agreement is effective
until October 4, 2025 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser
determines to terminate it and so notifies the other party. Either the Company or the Adviser
may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that
any Expense Payments that have not been reimbursed by the Company to the Adviser will remain
the obligation of the Company following any such termination, subject to the terms of the Expense
Support Agreement.

 Based on the terms described above, the
 Company may be obligated to make Reimbursement Payments to the Adviser in accordance with the
Expense Support Agreement. As of December 31, 2024, no such reimbursements were required.

 The following table presents a cumulative
summary of the Expense Payments and Reimbursement Payments since the Company's commencement of operations:

 For the Quarter Ended

 Required Expense
 Payments by

Adviser

 Required
 Reimbursement
 Payments to Adviser

 Unreimbursed
 Expense Payments

 Reimbursement Eligibility
 Expiration

 $
 1,064

 —

 1,064

 June 30, 2027

 $

 —

 September 30, 2027

 $

 —

 December 31, 2027

 Total

 $
 2,585

 $
 —

 $
 2,585

 Due to / Due From Affiliate

 From time to time, the Adviser may pay
certain expenses or fees on behalf of the Company. These expenses will be paid by the Company
at a future date. As of December 31, 2024, the Company had
 $ 1,197 of expenses which are owed to the Adviser, and are included in Due to Affiliate on the Consolidated
Statement of Assets and Liabilities. In accordance with the Expense Support Agreement, the Adviser has elected to pay the
 Company $ 2,585 for certain expenses incurred during the period
from February 23, 2024 (commencement of operations) to December 31,
2024, of which $ 683 remains receivable from the Adviser as of December
31, 2024.

 As of December
31, 2024, there was a payable to SBLA JV, an affiliate of the Company, in the amount of $ 540 which is included in Due to
Affiliate on the Consolidated Statement of Assets and Liabilities.

 Management fee

 Prior to the
BDC Election Date, the Company did not pay management fees. Following the BDC Election Date, the Company has begun to accrue management
fees. For the period ended December 31, 2024, the Company incurred and the Adviser waived $ 422 of management fees. The management
fee is payable monthly in arrears at an annual rate of 1.00% of the value of the Company's net assets as of the beginning
of the first calendar day of the applicable month, adjusted for any share issuances or repurchases during the applicable month.
For purposes of the Advisory Agreement, net assets mean the Company 's total assets less
liabilities determined on a consolidated basis in accordance with U.S. GAAP.

 Incentive Fees

 The incentive fee will consist of two components
that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the
incentive fee is based on a percentage of the Company 's income and a portion is based on a percentage
of the Company 's capital gains, each as described below.

 Incentive Fee Based on Income

 The portion based on the Company 's
income is based on Pre-Incentive Fee Net Investment Income Returns attributable to the Company 's
common shares. "Pre-Incentive Fee Net Investment Income Returns" means dividends, cash interest or other distributions
or other cash income and any third-party fees received from portfolio companies such as upfront fees, commitment fees, origination
fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial
assistance and fees earned by the Adviser or an affiliate accrued during the month, minus operating expenses for the month (including
the management fee, taxes, any expenses payable under the Advisory Agreement and an Administration Agreement with the Company 's
Administrator, any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred
stock, but excluding the Incentive Fee and shareholder servicing and/or distribution fees, if any). Pre-Incentive Fee Net Investment
Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments
with PIK interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-Incentive Fee Net Investment
Income Returns do not include any realized capital gains, realized capital losses, or unrealized appreciation/(depreciation).

 Pre-Incentive Fee Net Investment Income
Returns, expressed as a rate of return on the value of the Company 's net assets at the end of
the immediate preceding quarter, adjusted for any Share issuances or repurchases during the applicable quarter in which the Incentive
Fee is calculated, is compared to a "hurdle rate" of return of 1.50% per quarter (6.00% annualized).

 We will pay the Adviser an incentive fee
quarterly in arrears with respect to the Company 's Pre-Incentive Fee Net Investment Income Returns
in each calendar quarter as follows:

 •
 No incentive fee based on Pre-Incentive Fee Net Investment
 Income Returns in any calendar quarter in which the Company 's
 Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.50% per
 quarter (6.00% annualized);

 •
 100% of the dollar amount of the Company 's
 Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is
 less than a rate of return of 1.71% (6.84% annualized). We refer to this portion of the Company 's
 Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less
 than 1.71%) as the "catch-up." The "catch-up" is meant to provide the
 Adviser with approximately 12.5% of the Company 's Pre-Incentive
 Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment
 income exceeds 1.71% in any calendar quarter; and

 •
 12.5% of the dollar amount of the Company 's
 Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.71%
 (6.84% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved,
 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the
 Adviser.

 These calculations are pro-rated for any
period of less than three (3) months and adjusted for any share issuances or repurchases during the relevant quarter.

 Prior to the BDC Election Date, the Company
did not pay incentive fees. Following the BDC Election Date, the Company has begun to accrue
incentive fees. For the period from February 23, 2024 (commencement of operations) to December 31, 2024,
the Company incurred income incentive fees of $ 713, which remained payable at period end.

 Incentive Fee Based on Capital Gain

 The second component of the Incentive Fee,
the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

 •
 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 U.S. GAAP.

 Each year, the fee paid for the capital
gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The
Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital
gains incentive fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. In no event
will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers
Act, including Section 205 thereof.

 For purposes of computing the Company 's
incentive fee on income and the incentive fee on capital gains, the calculation methodology will look through derivative financial
instruments or swaps as if the Company owned the reference assets directly. The fees that are payable under the Advisory Agreement
for any partial period will be appropriately prorated.

 Prior to the Company 's
election to be regulated as a BDC, the Company did not pay incentive fees. Following the BDC
Election Date, the Company has begun to accrue incentive fees. For
the period from February 23, 2024 (commencement of operations) to December 31, 2024, the Company incurred capital gains incentive
fees of $ 36, which remained payable at period end.

 Administration Fees

or their affiliates may pay third-party providers of goods or services. Unless such expenses are specifically assumed by the Adviser,
Administrator or their affiliates under the Advisory Agreement or Administration Agreement, as applicable, the Company
will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on the Company 's
behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses.

will pay the Administrator a fee payable monthly in arrears at an annual rate of 0.25% of the value of the Company 's
net assets as of the beginning of the first calendar day of the applicable month, adjusted for any share issuances or repurchases
during the applicable month.

 Prior to the
BDC Election Date, the Company did not pay administration fees. Following the BDC Election Date, the Company
has begun to accrue administration fees. For the period from February 23, 2024 (commencement
of operations) to December 31, 2024, the Company incurred $ 106 administration fees, which are
included in the accompanying Consolidated Statement of Operations. As of December
31, 2024, $ 78 was unpaid and is included in administration fees payable in the accompanying Consolidated
Statement of Assets and Liabilities.

 Controlled/Affiliated Companies

 Under the 1940
Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company's
outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company
as investments in "affiliated" companies. In addition, under the 1940 Act, the Company is required to separately identify
investments where it owns more than 25% of a portfolio company's outstanding voting securities and/or has the power to exercise
control over the management or policies of such portfolio company as investments in "controlled" companies. Under the
1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated
investments. Detailed information with respect to the Company 's non-controlled, non-affiliated;
non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying Consolidated
Financial Statements, including the Consolidated Schedule of Investments.

 The Company has made investments in a joint
venture that have been considered a controlled/affiliated company. For further description, see " Note
4 - Investments ".

 (4) INVESTMENTS

 Fair Value Measurement and Disclosures

 The following table shows the composition
of the Company 's investment portfolio as of December 31, 2024,
with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:

 Fair Value Hierarchy

 Cost

 Level 1

 Level 2

 Level 3

 Measured at
 Net Asset
 Value (1)

 $
 438,194

 $

 $
 –

 $
 –

 $

 $
 –

 Investments in Joint Venture

 33,224

 –

 –

 –

 Total Investments at Fair Value

 $
 471,418

 $

 $
 –

 $
 –

 $

 $

 (1)
 In accordance with ASC 820, the Company 's
investments in JV are measured using the net asset value (or its equivalent) as a practical expedient for fair value, and have
not been classified in the fair value hierarchy.

 The following table presents changes in
the fair value of the Company 's investments for which Level 3 inputs were used to determine
the fair value for the period from February 23, 2024 (commencement
of operations) to December 31, 2024:

 operations) to December 31,
 2024

 First
 Lien Secured Debt

 Fair value as of February 23, 2024

 $
 –

 Purchases

 586,390

 Sales and repayments

 ( 148,784
)

 Net (amortization) accretion on investments

 Net realized gains (losses) on investments

 Net change in unrealized gains (losses) on investments

 1,173

 Fair value as of December 31, 2024

 $

 Net change in unrealized gain (losses) on
Level 3 investments still held as of December 31, 2024

 $
 1,173

 For the period
from February 23, 2024 (commencement of operations) to December 31,
2024, there were no transfers out of/into Level 3.

 The following table summarizes the significant
unobservable inputs the Company used to value its investments categorized within Level 3 as of
 December 31, 2024. In addition to the techniques and inputs noted in the tables below, according
to the Company 's valuation policy, we may also use other valuation techniques and methodologies
when determining the Company 's fair value measurements. The below table is not intended to be
all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company 's
determination of fair values.

 The unobservable inputs used in the fair
value measurement of the Company 's Level 3 investments as of December
31, 2024, were as follows:

 Quantitative Information about Level 3 Fair Value Measurements

 Asset
 Category

 Fair
 Value

 Valuation
 Techniques/
 Methodologies

 Unobservable
 Input

 Range

 Weighted
 Average (1)

 $
 305,443

 Income Approach

 Discount Rate

 7.27 % - 12.33 %

 9.46 %

 133,924

 Market Approach

 Transaction Price

 n/a

 n/a

 Total Level 3 Investments

 $

 (1)
 Weighted averages are calculated based on fair value
of investments.

 The significant unobservable input used
in yield analysis is the discount rate based on comparable market yields. Significant increases/decreases in discount rates in
isolation would result in a significantly lower/higher fair value measurement. The significant unobservable input used in the market
approach is the transaction price to acquire the position. There has been no change to the valuation based on the underlying assumptions
used at the closing of such transaction. The significant unobservable inputs used in the income approach are the comparative yield
or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows, which include both
future principal and interest payments expected to be received from the underlying investment. An increase/decrease in the comparative
yield or discount rate would result in a decrease/increase, respectively, in the fair value.

 Joint Venture

 On April 23, 2024, the Company
entered into a joint venture with the JV partner. The joint venture is called SBLA Private Credit LLC,
or SBLA JV.

and the JV partner have $ 200 million and $ 28.57 million, respectively, in total commitments to SBLA
JV, with targeted member ownership interests of approximately 87.5 % and 12.5 %, respectively. The Company
and the JV partner have equal voting rights with respect to the SBLA JV and the SBLA
JV 's general partner. The SBLA JV will not be consolidated in the Company 's
 consolidated financial statements. As of December 31, 2024, the Company
had $ 200.00 million of commitments to the SBLA JV, $ 166.78 million of which are unfunded. For the period ended December 31, 2024,
the Company made non-cash contributions of $ 33.22 million, reducing the Company's unfunded commitment to $166.78 million.

 The following table presents the schedule
of investments of the SBLA JV as of December 31, 2024:

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 SBLA Private Credit LLC

Schedule of Investments

 (in thousands, except share amounts, per share data, and as otherwise noted)

 Investments (1)

 Reference
 Rate and
 Spread

 Rate (2)

 Maturity
 Date

 Par
 Amount
 /Units

 Cost (3)

 Fair
 Value

 % of
 Net
 Assets

 Investments-non-controlled/non-affiliated

 First Lien secured Debt-non-controlled/non-affiliated (4) (5) (6)

 Air Freight & Logistics

 RJW Logistics Group, Inc

 9.58
 %

 11/26/2031

 $

 $
 11,883

 $
 11,883

 31.30
 %

 11,883

 11,883

 31.30

 Commercial Services & Supplies

 United Flow Technologies Intermediate Holdco II, LLC

 9.58
 %

 6/23/2031

 5,985

 5,934

 5,934

 15.63

 5,934

 5,934

 15.63

 Health Care Equipment & Supplies

 MGS MFG. Group, Inc.

 1M S + 4.25%

 8.71
 %

 31.60

 31.60

 Health Care Providers & Services

 Endol Partners - California, LLC

 1M S + 5.25%

 9.86
 %

 3/24/2026

 11,833

 11,833

 11,833

 31.17

 Flourish Research Acquisition, LLC

 9.53
 %

 6,000

 5,911

 5,911

 15.57

 17,744

 17,744

 46.74

 IT Services

 BCM One, Inc.

 6M S + 4.50%

 8.85
 %

 10,379

 10,379

 10,379

 27.35

 BCM One, Inc. (Delayed Draw)

 1M S + 4.50%

 8.96
 %

 1,588

 1,587

 1,588

 4.18

 11,966

 11,967

 31.53

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Life Sciences Tools & Services

 TransnetYX, Inc

 9.78
 %

 4/13/2027

 31.53

 31.53

 Professional Services

 ComPsych Investment Corp.

 9.38
 %

 7/22/2031

 11,972

 11,970

 31.53

 Vensure Employer Services Inc.

 9.33
 %

 9/29/2031

 11,942

 11,940

 31.45

 23,914

 23,910

 62.98

 Total First Lien Secured Debt-non-controlled/non-affiliated

 $
 95,414

 $
 95,411

 251.31
 %

 Total Investments at Fair Value

 $
 95,414

 $
 95,411

 251.31
 %

 (1)
 Unless otherwise indicated, debt investments held by the SBLA JV are denominated in USD dollars. All debt investments are income producing unless otherwise indicated.

 (2)
 Unless otherwise indicated, loan contains a variable rate structure, and may be subject to an interest rate floor. Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S"), which generally resets periodically. For each loan, the SBLA JV has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of December 31, 2024.

 (3)
 The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with U.S. GAAP.

 (4)
 Unless otherwise indicated, issuers of debt held by the SBLA JV are domiciled in the United States.

 (5)
 All investments are valued using unobservable inputs (Level 3), unless otherwise noted (see " Note 2 - Summary of Significant Accounting Policies and Note 4 - Investments ").

 (6)
 Under the 1940 Act, the SBLA JV is deemed to "control" a portfolio company if the SBLA JV owns more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. Under the 1940 Act, the SBLA JV is deemed an "affiliated person" of a portfolio company if the SBLA JV owns 5% or more of the portfolio company's outstanding voting securities.

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 SBLA Private Credit LLC

Financial Statements

(in thousands, except share amount, per share data, percentages, and as otherwise noted)

 The following table presents the selected statement of assets and liabilities
information of the SBLA JV as of December 31, 2024:

 ASSETS

 Investments at fair value

 Non-controlled/non-affiliated investments (cost $ 95,414)

 $
 95,411

 Cash and cash equivalents

 Interest receivable from non-controlled/non-affiliated investments

 Receivable for investments sold

 Total assets

 $
 97,065

 LIABILITIES

 Debt, net of deferred financing ($ 1,553)

 $
 58,446

 Distribution payable

 Interest payable

 Professional fees payable

 Total liabilities

 $
 59,099

 MEMBERS' EQUITY

 Members' Equity

 $
 37,966

 Total members' equity

 $
 37,966

 Total liabilities and members' equity

 $
 97,065

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 SBLA Private Credit LLC

Financial Statements

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 The following table presents the selected statements of operations
information of the SBLA JV for the period from December 3, 2024 (commencement of operations) to December 31, 2024:

 December 3, 2024

 Investment income

 Non-controlled/non-affiliated investments:

 Interest income

 $

 Total investment income

 $

 Interest expense

 $

 Professional fees

 Total expenses

 $

 Net expenses

 $

 Net investment income

 $

 Net realized and change in unrealized gain (loss)

 Net change in unrealized gain/(loss):

 $
 ( 4
)

 Net change in unrealized gain/(loss)

 $
 ( 4
)

 $

 (5) DEBT

 Revolving credit facility with Bank of America

 On August 7, 2024, the Company entered into an
amendment to an existing revolving credit agreement (the "BofA Revolving Credit Facility") dated February 20, 2024, by and
between the Company, as borrower, and Bank of America, as lender. The amendment, among other things, (i) reduced the applicable margin
for advances to 2.35 % per annum, (ii) increased the available borrowing capacity of the facility to $ 300 million, and (iii) extended the
maturity date of the credit facility to May 14, 2025.

 In connection with the BofA Revolving Credit Facility,
the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements
and other customary requirements for similar facilities. In addition, the Company shall not incur aggregate indebtedness in an amount
(a) in excess of that permitted under the constituent documents and (b) in excess of $5 billion. The BofA Revolving Credit Facility contains
customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default,
lender may terminate the commitments and declare the outstanding advances and all other obligations under the BofA Revolving Credit Facility
immediately due and payable. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the BofA
Revolving Credit Facility.

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Revolving credit facility with SMBC

 On October 29, 2024, the Company entered into
a revolving credit facility (the "SMBC Revolving Credit Facility") pursuant to a Senior Secured Credit Agreement (the "SMBC
Credit Agreement"), by and among the Company, as borrower, Sumitomo Mitsui Banking Corporation ("SMBC"), as administrative
agent, each of the lenders and issuing banks party thereto, SMBC, as a joint lead arranger, as a joint book runner and as a syndication
agent, and BofA Securities, Inc., as a joint lead arranger, as a joint book runner and as a syndication agent. The SMBC Revolving Credit
Facility provides for, among other things, borrowings in U.S. dollars or certain other permitted currencies in an initial aggregate amount
of up to $ 300 million, subject to availability under the borrowing base, with an option for the Company to elect at one or more times,
subject to certain conditions, to increase the maximum committed amount up to $ 500 million.

 The revolving period during which the Company
is permitted to borrow, repay and re-borrow advances will terminate on October 27, 2028 (the "Commitment Termination Date").
Any amounts borrowed under the SMBC Revolving Credit Facility will mature, and all accrued and unpaid interest thereunder will be due
and payable, on October 29, 2029 (the "Maturity Date"). During the period from the Commitment Termination Date to the Maturity
Date, the Company will be obligated to make mandatory prepayments under the SMBC Revolving Credit Facility out of the proceeds of certain
asset sales and other recovery events and equity and debt issuances.

 The Company may borrow amounts in U.S. dollars
or certain other permitted currencies. Borrowings under the SMBC Revolving Credit Facility accrue interest at a rate per annum equal to
the relevant rate plus an applicable margin of (a) with respect to any ABR Loan, (i) 0.875% per annum if the Gross Borrowing Base is less
than 1.60x the Combined Debt Amount or (ii) 0.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined
Debt Amount; (b) with respect to any Term Benchmark Loan, (i) 1.875% per annum if the Gross Borrowing Base is less than 1.60x the Combined
Debt Amount or (ii) 1.75% per annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined Debt Amount, and (c) with
respect to any RFR Loans, (i) 1.875% per annum if the Gross Borrowing Base is less than 1.60x the Combined Debt Amount or (ii) 1.75% per
annum if the Gross Borrowing Base is greater than or equal to 1.60x the Combined Debt Amount. In addition, the Company will pay a non-usage
fee of 0.375% on the average daily unused amount of the revolving commitments under the SMBC Revolving Credit Facility. Capitalized terms
are as defined in the SMBC Credit Agreement. As of December 31, 2024, the Company was in compliance with all covenants and other requirements
of the SMBC Revolving Credit Facility.

 Deferred Financing Costs

of operations) to December 31, 2024, deferred financing costs of $ 4,603 relating to the BofA Revolving Credit Facility and the SMBC Revolving
Credit Facility have been capitalized and $ 951 have been amortized.

 The Company's outstanding debt obligations
were as follows:

 Aggregate
 Borrowing
 Capacity

 Outstanding
 Principal

 Less
 Unamortized
 Deferred
 Financing
 Costs

 Carrying Value per
 Consolidated
 Statement of Assets
 and Liabilities

 BofA Revolving Credit Facility

 $
 300,000

 $
 235,882

 $

 $
 235,573

 SMBC Revolving Credit Facility

 $
 300,000

 $
 150,000

 $
 3,343

 $
 146,657

 Total

 $
 600,000

 $
 385,882

 $
 3,652

 $
 382,230

 The fair value of these debt obligations would be categorized as Level 3 under ASC 820 as of December 31, 2024.

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 The components of interest expense were as follows:

 Borrowing interest expense

 $
 10,770

 Facility unused fee

 Amortization of deferred financing costs

 Total

 $
 12,139

 The following table summarizes the average debt
outstanding and the weighted average interest cost:

 Combined weighted average interest rate (1)

 7.52
 %

 Combined weighted average debt outstanding

 $
 166,922

 (1)
 Excludes unused fees, amortization of financing costs.

 (6) COMMITMENTS AND CONTINGENCIES

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

 The Company's investment portfolio contains
debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested
by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024, the Company had $ 209,335 of unfunded commitments
to fund delayed draw and revolving senior secured loans.

 (7) SHAREHOLDERS' CAPITAL

 As of December 31, 2024, total capital commitments
to the Company were $ 810.75 million, all of which are committed by related parties of the Company. As of December 31, 2024, there were
unfunded capital commitments of $ 608.36 million.

of operations) to December 31, 2024, total proceeds from capital contributions/shares sold were as follows:

 Date

 Proceeds Received

 $
 17,000

 March 4, 2024

 ( 1,968
)

 March 25, 2024

 10,610

 May 21, 2024

 46,200

 June 27, 2024

 8,158

 August 16, 2024

 17,886

 August 29, 2024

 15,375

 September 27, 2024

 13,750

 October 3, 2024

 16,000

 October 31, 2024

 28,250

 November 29, 2024

 31,130

 Total

 $
 202,391

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 On October 4, 2024, the BDC Election Date, the
Company had 5,720,443 shares outstanding.

 On October 31, 2024, the Company issued and sold
 1,119,255 of the Company's common shares of beneficial interest for an aggregate offering price of $ 28,250 at a NAV per share of $ 25.24.

 On November 29, 2024, the Company issued and sold
 1,231,408 of the Company's common shares of beneficial interest for an aggregate offering price of $ 31,130 at a NAV per share of $ 25.28.

 The following table summarizes the Company's
distributions declared and payable for the period from February 23, 2024 (commencement of operations) to December 31, 2024:

 Date Declared

 Record Date

 Payment Date

 Total Amount

 July 24, 2024

 $ 1,935

 3,574

 5,569

 Total Distributions

 $ 11,078

 On December 26, 2024, the Company declared a distribution
of $ 5,569, or $ 0.69 per share, to shareholders of record as of December 26, 2024, to be paid on December 26, 2024.

 The following table shows the components of distributable
earnings/(accumulated loss) as shown on the Consolidated Statement of Assets and Liabilities:

 Total distributable earnings/(accumulated loss), beginning of period

 $
 –

 Net investment income (loss)

 Net realized gain/(loss)

 Net unrealized appreciation/(depreciation)

 1,170

 Distributions declared

 ( 11,078
)

 Tax Reclassification (See note 9)

 Total distributable earnings/(accumulated loss), end of period

 $
 1,170

 (8) CONSOLIDATED FINANCIAL HIGHLIGHTS

 The following are the financial highlights for
the period from February 23, 2024 (commencement of operations) to December 31, 2024:

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 Per Share Data:

 Net asset value at September 30, 2024

 $
 25.25

 Net investment income (loss) (1)

 $
 0.75

 Net unrealized and realized gain (loss) (2)

 $
 ( 0.09
)

 $
 0.66

 Distributions declared (3)

 $
 ( 0.69
)

 Total increase (decrease) in net assets

 $
 ( 0.03
)

 Net asset value, end of period

 $
 25.22

 Common Shares outstanding at end of period

 8,071,106

 Ratio/Supplemental Data:

 Total return based on net asset value (4)

 11.71
 %

 Net assets at end of period

 $

 Ratio of expenses before waivers to average net asset value (5)

 19.40
 %

 Ratio of net expenses to average net asset value (5)

 15.82
 %

 Ratio of net investment income to average net asset value (5)

 13.27
 %

 Asset coverage ratio

 %

 Portfolio Turnover

 44.24
 %

 (1)
 Prior to the Conversion Date, the Company had no shares outstanding. Per share data has been derived based on the weighted average number of shares outstanding for the period from September 30, 2024 to December 31, 2024.

 (2)
 Net unrealized and realized gain (loss) per share does not correlate to the aggregate of the net realized and unrealized gain(loss) in the Statement of Operations, primarily due to the timing of the issuance of the Company's common shares.

 (3)
 Per share distribution amounts are based on actual rate per share on the distribution date.

 (4)
 Total returns of less than 1 year are not annualized.

 (5)
 Annualized for the period from February 23, 2024 (commencement of operations) to December 31, 2024, except for organizational costs.

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 (9) INCOME TAXES

 For income tax purposes, distributions made to the Company's
shareholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made for the
period from October 4, 2024 (BDC Election Date) to December 31, 2024, were as follows:

 Tax Character of Distributions Paid

 12/31/2024

 Tax Exempt Income

 —

 Ordinary income

 5,569

 Net long-term capital gains

 —

 Section 1250 gains

 —

 Tax return of capital

 —

 Total distributions paid

 5,569

 Taxable income generally differs from net increase
in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition
of income and expenses, and generally excludes net unrealized appreciation or depreciation, as unrealized appreciation or depreciation
are generally not included in taxable income until they are realized.

 The Company makes certain adjustments to the classification
of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating
losses, distribution re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these
differences are permanent, they are charged or credited to additional paid- in capital and distributable earnings/accumulated loss, as
appropriate.

 The following table sets forth the amounts the
Company reclassified for book purposes arising from permanent book to tax differences primarily related to non-deductible expenses and
distributions in excess:

 Adjustment to Total Distributable Earnings

 $

 Adjustment to Paid In Capital

 $
 ( 22
)

 The cost and unrealized appreciation/(depreciation)
on the Company's consolidated financial instruments, as calculated on a tax basis, at December 31, 2024 were as follows:

 Tax Cost of Investments

 471,418

 Fair Market Value of Investments

 Gross Appreciation on Investments

 1,349

 Gross Depreciation on Investments

 ( 179
)

 Net Unrealized appreciation/(depreciation)

 1,170

 To the extent that capital loss carryforwards
are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Company for gains realized
and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.

(in thousands, except share amounts, per share data, percentages, and as otherwise noted)

 (10) SUBSEQUENT EVENTS

 Subsequent events have been evaluated through
the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure
through the date the consolidated financial statements were issued, except as disclosed below.

 On January 23, 2025, PCF Financing entered into
a revolving credit facility pursuant to a credit agreement (the "ABL Credit Facility"), by and among PCF Financing, as borrower,
the Company, as servicer, Bank of America, N.A., as administrative agent and sole lead arranger and sole book manager, each of the lenders
from time to time party thereto, and State Street Bank and Trust Company, as collateral custodian. The ABL Credit Facility provides for,
among other things, borrowings in U.S. dollars or certain other permitted currencies in an initial aggregate amount of up to $300,000,000,
with an option for PCF Financing to elect, subject to certain conditions, to increase the maximum committed amount up to $400,000,000.

 The revolving period during which PCF Financing
is permitted to borrow, repay and re-borrow loans will terminate on January 23, 2028. Loans under the ABL Credit Facility are subject
to satisfaction of certain conditions, including maintenance of the required borrowing base. Any amounts borrowed under the ABL Credit
Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on January 23, 2030.

 Borrowings under the ABL Credit Facility accrue
interest at a rate per annum equal to the floating rate applicable to the currency of such borrowing (which, for U.S. dollar-denominated
borrowings, is three-month term SOFR), plus an applicable margin ranging from 1.60% per annum to 2.00% per annum depending on the nature
of the collateral securing the advances, subject to a floor of 1.90% per annum. In addition, PCF Financing will pay a non-usage fee on
the unused commitments under the facility equal to (i) during the first six months after the Closing Date (as defined in the ABL Credit
Facility), 0.25% per annum on such unused commitments, (ii) on and after the six month anniversary of the Closing Date and prior to the
twelve month anniversary of the Closing Date, 0.50% per annum on such unused commitments and (iii) following the first twelve months after
the Closing Date, 1.50% per annum on unused commitments below 50% of the total facility commitment and 0.50% per annum on remaining unused
commitments.

 On January 30, 2025, the Company terminated its
BofA Revolving Credit Facility with Bank of America and repaid all outstanding principal and interest balances.

 On January 29, 2025, the Company declared a distribution
of $ 0.25 per share to shareholders of record on January 29, 2025 to be payable on February 25, 2025.

 On February 3, 2025, all outstanding capital commitments
were extinguished and the Company has begun to take monthly subscriptions in connection with a continuous offering of its Common Shares.

 On February 26, 2025, the Company declared a distribution
of $ 0.24 per share to shareholders of record on February 26, 2025 to be payable on March 27, 2025.

 February Subscriptions

 On February 3, 2025, the Company issued and sold 1,782,884 Common Shares
at an offering price of $ 25.24 per share and the Company received $ 45 million as payment for such shares.

 March Subscriptions

 The Company received approximately $ 21.4 million of net proceeds relating
to the issuance of Common Shares for subscriptions effective March 3, 2025.

 Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated
and communicated to the Company's management, including the Company's Chief Executive Officer (Principal Executive Officer) and the Company's
Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 As of December 31, 2024, we carried out an evaluation,
under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer (Principal
Executive Officer) and the Company's Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as defined in Rule 13a-15 (e) and 15d-15(e) under the Exchange Act). Based on that
evaluation, the Company's Chief Executive Officer (Principal Executive Officer) and the Company's Chief Financial Officer (Principal Financial
Officer) have concluded that the Company's current disclosure controls and procedures are effective in timely alerting them of material
information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

 Management's Annual Report on Internal
Control Over Financial Reporting

 This annual report on Form 10-K does not include
a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

 Changes in Internal Controls Over Financial
Reporting

 There have been no changes in the Company's internal
control over financial reporting that occurred for the quarter ended December 31, 2024 that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting.

 Item 9B. Other Information

 Rule 10b5-1 Trading Plans

 During the fiscal quarter ended December 31, 2024,
 none of the Company's trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase
or sale of the Company's securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading
arrangement."

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers
and Corporate Governance

 Board

 The Company's business and affairs are
managed under the direction of the Company's Board of Trustees. The Trustees are experienced executives who meet periodically
throughout the year to oversee the Company's activities, including, among other things, the oversight of the Company's investment
activities, the quarterly valuation of our assets, review of contractual arrangements with companies that provide services to
the Company, oversight of the Company's financing arrangements and corporate governance activities. The Company's Board consists
of five members, three of whom are not "interested persons" of the Company or of the Adviser as defined in Section
2(a)(19) of the 1940 Act and are "independent," as determined by the Company's Board. We refer to these individuals
as "Independent Trustees." The Company's Board elects the Company's executive officers, who serve at the discretion
of the Board.

 Trustees

 Information regarding the Board is as follows:

 Name

 (Year of Birth)

 Position Held

 (Length of

 Time Served)

 Principal Occupation(s) During

Past 5 Years

 Number of

 Portfolios in

 Fund Complex

 Overseen by

 Other Directorships Held During Past

5 Years

 Independent Trustees

 Lorraine Hendrickson

 (1965)

 Trustee (since inception)

 Director at Deloitte & Touche LLP (2014-2015); Chief Administrative
 Officer at BNY Mellon Investment Management International (2012-2014); Head of Performance Analytics and Performance Oversight
 Committee Chair at Merrill Lynch Investment Management (1988-2006).

 Trustee and Audit Chair of Creatd, Inc. (2022).

 John Shaffer

 (1964)

 Chair and Trustee (since inception)

 Co-Head of the Americas' Credit Sales at Goldman Sachs (2007-2014);
 Head of America's Credit Sales at Merrill Lynch (2001-2006).

 Advisory Council Member of Strategic Partners (2021-2023).

 Lisa Shalett

 (1966)

 Trustee (since inception)

 Managing Partner, Head of Strategic Innovation at Brookfield Asset
 Management (2018-2019); Partner at Goldman Sachs (2002-2015) and formerly other roles (1995-2002); and Co-Founder of Extraordinary
 Women on Boards (since 2021).

 Currently Board member of PennyMac Financial Services (since 2020),
 MPower Partners (since 2021), and FTAC Emerald Acquisition Corp. (since 2021); Board member of AccuWeather (2019-2023); Board
 member of Bully Pulpit Interactive (2017-2022); and Board member of PerformLine (2015-2019).

 Interested Trustees

 Stephan Kuppenheimer

 (1970)

 Trustee; Chief Executive Officer (since inception)

 Head of Private Credit, Portfolio Manager and Partner of Lord Abbett
 (since 2023); Previously Senior Managing Director and Portfolio Manager at Blackstone and Global Head of Capital Formation
 for Blackstone Credit

 None

 Steven Rocco

 (1979)

 Trustee (since inception)

 Co-Head of Taxable Fixed Income and Partner of Lord
 Abbett (since 2011), and was formerly Associate Portfolio Manager, joined Lord Abbett in 2004.

 None

 The address for each trustee is c/o 30
Hudson Street, Jersey City, New Jersey 07302.

 Executive Officers Who are Not Trustees

 Information regarding the Company's officers
who are not Trustees is as follows:

 Name

 (Year of Birth)

 Position Held with

 the Company

 Year Elected

 Principal Occupation(s) During Past 5 Years

 Brooke A. Fapohunda (1975)

 Vice President, Secretary and Chief Legal Officer

 Partner and Senior Deputy General Counsel of
 Lord Abbett, joined Lord Abbett in 2006.

 Salvatore Dona

 (1988)

 Chief Financial Officer and Treasurer

 Private Credit Controller of Lord Abbett, joined
 Lord Abbett in 2024 and was formerly Controller at Comvest Partners (2021-2024) and Audit Senior Manager at Deloitte &
 Touche LLP (2018-2021).

 Vincent Lu

 (1964)

 President

 Portfolio Manager and Partner of Lord Abbett
 (since 2024); Previously Co-Head of Global Performing Credit at J.P. Morgan Asset Management and Co-Head of Private Strategies
 at Wells Fargo Asset Management.

 Mary Ann Picciotto

 (1973)

 Chief Compliance Officer

 Partner and Global Chief Compliance Officer of
 Lord Abbett, joined Lord Abbett in 2023 and was formerly Vice President and Head of Global Compliance at T. Rowe Price (2019-2023)
 and Senior Vice President, Head of Compliance at OppenheimerFunds, Inc. (2014-2019).

 Randolph A. Stuzin

 (1966)

 Vice President and Assistant Secretary

 Partner and Chief Legal Officer of Lord Abbett,
 joined Lord Abbett in 2023 and was formerly Partner and General Counsel at King Street Capital Management (2014-2023).

 The address for each executive officer
is c/o 30 Hudson Street, Jersey City, New Jersey 07302.

 Biographical Information

 The following is information concerning
the business experience of the Company's Board, executive officers and private credit team. The Company's Trustees have been divided
into two groups—Interested Trustees and Independent Trustees. Interested Trustees are "interested persons" as
defined in the 1940 Act.

 Interested Trustees

 Stephan Kuppenheimer. Stephan
Kuppenheimer joined Lord Abbett as a Partner, Portfolio Manager and Head of Private Credit in August of 2023. In this role, Mr.
Kuppenheimer is responsible for the oversight and development of the Company's private credit strategy. Previously, he was a Partner
at Blackstone where he served as a Portfolio Manager of the Blackstone Private Credit Fund (BCRED), Global Head of Capital Formation
for Blackstone Credit, and Chief Financial Officer of BCRED and the Blackstone Secured Lending Fund (NYSE: BXSL). He also served
as a member of the investment committee for Blackstone's private credit funds. Prior to Blackstone, Mr. Kuppenheimer was
a Senior Managing Director at Stifel Financial, serving as Head of Principal Investments and Head of Debt Capital Markets. Earlier
in his career, Mr. Kuppenheimer was founder and CEO of FSI Capital, an alternative asset management firm focused on U.S. credit
products that served as an asset manager for U.S. Treasury for certain TARP related programs. Prior to FSI, he was Head of CLOs
and structured funds at Merrill Lynch. Mr. Kuppenheimer earned a BA with honors in philosophy from Colgate University and a JD
with distinction from Emory University School of Law. He is a member of the board of directors of the George Jackson Academy.

 Steven Rocco. Steven Rocco
is Co-Head of Taxable Fixed Income, responsible for oversight of all of Lord Abbett's Taxable Fixed Income investment activities,
including portfolio management, global credit research, and trading. He also serves as the lead Portfolio Manager for the firm's
High Yield and Multi Sector fixed income strategies. In addition, he serves on the firm's Private Credit Investment Committee.
Mr. Rocco joined Lord Abbett in 2004 and was named Partner in 2011. Prior to his current role, he served as Associate Portfolio
Manager for the firm's investment grade fixed income strategies. He has worked in the financial services industry since
2001. He earned a BA in economics from Cornell University and is a holder of the Chartered Financial Analyst (CFA) designation.

 Independent Trustees

 Lorraine Hendrickson. During
her career in investment management Lorraine Hendrickson held a variety of leadership roles across operations, distribution, and
risk in the U.S., London, and Hong Kong for Merrill Lynch, BNY Mellon, Deloitte & Touche LLP, and the City of London. Ms.
Hendrickson established the first alternative investment management company owned by the City of London, the first of its kind
in the industry with $36 billion in pension fund assets. At BNY Mellon, Lorraine held a variety of roles in London and Hong Kong,
expanding global distribution for 16 asset management companies. Early in her career at Merrill Lynch Investment Management, Ms.
Hendrickson held a succession of roles from 1988 to 2006 in mutual fund accounting, ultimately serving as Head of Performance
Analytics and Performance Oversight Committee Chair. Ms. Hendrickson earned a Bachelor of Science in finance from Rider University
and was recognized as a Qualified Risk Director in 2022 from the DCRO Institute.

 John Shaffer. John Shaffer
was an Advisory Council Member of Strategic Value Partners, a global investment firm focused on opportunistic credit and private
equity opportunities in North America and Europe, from 2021 to 2023. Mr. Shaffer retired in November 2014 from the position of
Co-Head of the Americas' Credit Sales at Goldman Sachs, a position he held since 2007. Mr. Shaffer managed teams encompassing
more than 90 professionals dealing in leveraged loans, distressed, high yield, investment grade, and municipals credit. Among
other areas, he was responsible for Goldman Sachs' leveraged finance business, which generated more than $1 billion in revenue
over each of his last three years at the firm. Previously, Mr. Shaffer held multiple positions at Merrill Lynch, including Head
of America's Credit Sales from 2001 to 2006, where he managed more than 120 professionals in various credit businesses;
Head of Leveraged Finance Sales, responsible for the national sales force; and as a salesman in Leveraged Finance Sales. Mr. Shaffer
earned an MBA and Bachelor of Science in finance, each from Penn State University.

 Lisa Shalett. Lisa Shalett
is the Co-Founder of Extraordinary Women on Boards, a dynamic peer-to-peer network of hundreds of women corporate board members
that has focused on advancing board excellence and modernizing governance since 2017. Ms. Shalett also serves on the board of
PennyMac Financial, FTAC Emerald Acquisition Corp, and MPower Partners. Ms. Shalett is a former Partner at Goldman Sachs and a
former Managing Partner at Brookfield Asset Management. During her time at Goldman Sachs from 1995 to 2015, Ms. Shalett held leadership
roles in Equities, Global Compliance, Legal and Internal Audit, as well as in Brand Marketing and Digital Strategy. While at Brookfield
Asset Management from 2018 to 2019, she was the firm's first Head of Strategic Innovation. Previously, Ms. Shalett served
on the boards of Brookfield Property Partners, AccuWeather, PerformLine, and Bully Pulpit Interactive. Ms. Shalett earned an MBA
from Harvard Business School and a Bachelor of Arts, summa cum laude, in East Asian Studies (Japan) from Harvard University.

 Executive Officers Who are not Trustees

 Brooke Fapohunda. Brooke
Fapohunda leads legal coverage for Lord Abbett's retail businesses. She provides strategic oversight of the firm's
fund formation and operation, regulatory, and corporate governance efforts. In addition, she serves on the firm's Operating
Committee. Ms. Fapohunda joined Lord Abbett in 2006 and was named Partner in 2017. Prior to her current role, she held leadership
roles in several business areas of the firm: Chief Sustainability Officer, Head of Human Capital Management, and Deputy General
Counsel for the firm's U.S. retail business. Her previous experience includes serving as Vice President and Counsel in the
asset management division of Credit Suisse and Associate at law firms Willkie Farr & Gallagher LLP and K&L Gates LLP.
She has worked in the financial services industry since 2002. She earned an AB from Princeton University and a JD from Columbia
University.

 Salvatore Dona. Salvatore
Dona is the Private Credit Controller of Lord Abbett. Mr. Dona joined Lord Abbett in 2024 and was formerly a Controller at Comvest
Partners for their BDC products from 2021 to 2024. Prior to joining Comvest Partners, Mr. Dona was an Audit Senior Manager at
Deloitte & Touche LLP where he focused on audits of mutual funds and private equity funds for the firm's largest clients.
He received a B.S. in Accounting from Marist College and an M.S. in Accountancy from the University of Notre Dame. Mr. Dona is
also licensed as a CPA in Pennsylvania.

 Vincent Lu. Mr. Lu joined
Lord Abbett as a Senior Managing Director and Portfolio Manager of Private Credit in October of 2023 and was named Partner in
2024. Mr. Lu is responsible for the underwriting and portfolio management of the firm's private credit investments and related
funds. He is involved in developing the investment process for private credit as well as the due diligence and credit evaluation
of investment opportunities. Previously, he was Co-Head of Global Performing Credit at J.P. Morgan Asset Management and Co-Head
of Private Strategies at Wells Fargo Asset Management. He has over 20 years of experience in private credit, primarily as a senior
member of the Blackstone/GSO private credit team from inception in the early 2000s through 2019. He was a senior member of the
investment team on all eight of Blackstone's flagship private credit funds and served on several of the funds' investment
committees.

 Mr. Lu earned a dual AB/BS degree in economics
and computer science from Duke University, where he was a Phi Beta Kappa scholar, and an MBA in finance (with distinction) from
The Wharton School at University of Pennsylvania, where he was a Palmer Scholar.

 Mary Ann Picciotto. Mary
Ann Picciotto leads Lord Abbett's global compliance program, overseeing all aspects of its current compliance efforts, while
positioning these capabilities for the future as the firm navigates the global regulatory environment, operates in new jurisdictions,
and expands its product offerings. She also serves on the firm's Operating Committee. Ms. Picciotto joined Lord Abbett in
2023 and was named Partner in 2023. Her previous experience includes serving as Vice President, Head of Global Compliance at T.
Rowe Price Group, Inc.; Senior Vice President, Head of Compliance at Oppenheimer Funds, Inc.; various roles at Morgan Stanley
Investment Management including Managing Director, Global Head of Compliance and Chief Compliance Officer; and various roles at
PricewaterhouseCoopers including Manager, Senior Associate, and Associate. She has worked in the financial services industry since1995.
She earned a BBA and MBA in accounting from Pace University's Lubin School of Business and also is a licensed certified
public accountant (CPA).

 Randolph Stuzin. Randolph
Stuzin leads Lord Abbett's global Legal and Compliance team, which oversees the legal and regulatory functions that support
the strategic growth of the firm. In this role, he is responsible for leading the legal strategy across the enterprise, providing
legal guidance on investment activities, ensuring regulatory compliance in the global jurisdictions where we operate, and providing
legal counsel to the senior leadership of the organization. In addition, Mr. Stuzin oversees Enterprise Risk Management and serves
on the firm's Management Committee. Mr. Stuzin joined Lord Abbett as a Partner in September of 2023. Previously, he was
Partner and General Counsel at King Street Capital Management, where he served as a member of the Management Committee, Operating
Committee, and Conflicts Committee. Prior to King Street, Mr. Stuzin was General Counsel of the Investment Banking Division of
Goldman Sachs. Earlier in his career, he was a Vice President and Associate General Counsel at Lehman Brothers, and an associate
at several law firms. Mr. Stuzin began his career at Cravath, Swaine & Moore. Mr. Stuzin earned a BS in economics from Cornell
University and a J.D. from New York University School of Law. He is a member of the New York State Bar and New Jersey State Bar.

 Communications with Trustees

 Shareholders and other interested parties
may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual Trustee or any group
or committee of Trustees, correspondence should be addressed to the Board or any such individual Trustee or group or committee
of Trustees by either name or title. All such correspondence should be sent to Lord Abbett Private Credit Fund, c/o Lord Abbett
Private Credit Advisor LLC, 30 Hudson Street, Jersey City, New Jersey 07302.

 Code of Ethics

 We and the Adviser have adopted a code
of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures
for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to
invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long
as such investments are made in accordance with the code's requirements. This code of ethics is available on the EDGAR database
on the SEC's website at  You may also obtain copies of the codes of ethics, after paying a duplicating
fee, by electronic request at the following email address: publicinfo@sec.gov.

 Section 16(a) Beneficial Ownership
Reporting Compliance

 Section 16(a) of the Exchange Act requires
certain of the Company's officers, the Company's trustees, and persons who own more than 10% of the Common Shares, to file reports
of securities ownership and changes in such ownership with the SEC. Officers, trustees, and greater than 10% shareholders also
are required by SEC rules to furnish Us with copies of all Section 16(a) forms they file.

 Based solely on the Company's review of
Forms 3, 4 and 5 filed by the Company's trustees and officers and information provided by the Company's trustees and officers,
we believe that during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to such persons
were met in a timely manner.

 Committees of the Board

 The Company's Board currently has two
committees: an audit committee (the " Audit Committee ") and a nominating and governance committee (the " Nominating
and Governance Committee "). We do not have a compensation committee because the Company's executive officers do not
receive any direct compensation from us. The Board will consider nominees for Trustees recommended by shareholders. Recommendations
should be submitted to the Independent Trustees in care of the Secretary of the Company.

 Audit Committee

 The Audit Committee is comprised solely
of Independent Trustees. The Audit Committee provides assistance to the Board in fulfilling its responsibilities relating to accounting
matters, the reporting practices of the Company, and the quality and integrity of the Company's financial reports. Among
other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of the Company's
independent registered public accounting firm and considering violations of the Company's code of ethics to determine what
action should be taken. The Audit Committee meets at least quarterly.

 A copy of the charter of the Audit Committee
is available in print to any shareholder who requests it.

 Nominating and Governance Committee

 The Nominating and Governance Committee
is comprised solely of Independent Trustees. Among other things, the Nominating and Governance Committee (i) reviews the composition
of the Board; (ii) reviews committee and Board and committee leadership assignments; (iii) reviews the responsibilities of any
committees of the Board; (iv) reviews compensation of the Independent Trustees; (v) reviews Board governance procedures and determines
the form of the Board's annual self-evaluation; and (vi) monitors the performance of independent legal counsel employed
by the Independent Trustees.

 A copy of the charter of the Nominating
and Governance Committee is available in print to any shareholder who requests it.

 Board Leadership Structure

 The Board currently has five Trustees,
three of whom are Independent Trustees. John Shaffer, an Independent Trustee, serves as the Chair of the Board. The Board has
determined that its leadership structure is appropriate in light of the composition of the Board and its committees. The Board
believes that its leadership structure enhances the effectiveness of the Board's oversight role.

 The Board generally meets four times a
year and may hold additional special meetings to address specific matters that arise between regularly scheduled meetings. The
Independent Trustees also meet regularly without the presence of management and are advised by independent legal counsel.

 As discussed more fully below, the Board
has delegated certain aspects of its oversight function to committees comprised solely of Independent Trustees. The committee
structure facilitates the Board's timely and efficient consideration of matters pertinent to the Company's business
and affairs and their associated risks.

 The Trustees primarily operate as a full
Board, but have also established two standing committees, the Audit Committee and Nominating and Governance Committee, to facilitate
the timely and efficient consideration of all matters of importance to the Trustees, the Company, and shareholders and to facilitate
compliance with legal and regulatory requirements and oversight of the Company's activities and associated risks. The Board
has charged the Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably
adverse effects on the Company's business and/or reputation; (ii) implementing processes and controls to lessen the possibility
that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the
identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities
of the Company is carried out by or through the Adviser, its affiliates, and other service providers, the Company's exposure
to risks is mitigated but not eliminated by the processes overseen by the Trustees. Board oversight of different aspects of the
Company's activities is exercised primarily through the full Board, but also through the Audit Committee and Nominating
and Governance Committee. Appropriate personnel, including but not limited to the Company's Chief Compliance Officer, the
Adviser's internal auditor, the independent accountants, the Company's treasurer and portfolio management personnel,
and the Adviser's investment and enterprise risk

 management teams make periodic reports
to the Board, Audit Committee and Nominating and Governance Committee, as appropriate, including an annual review of the Adviser's
risk management program for the Lord Abbett Funds (as defined below). The responsibilities of the Audit Committee and Nominating
and Governance Committee, including their oversight responsibilities, are described further under " Committees of the
Board " above.

 Experience, Skills, Attributes, and
Qualifications of the Trustees

 The individual qualifications of each
Trustee are noted below. These qualifications, along with the experience noted above under " Trustees," led
to the conclusion that each Trustee should serve as a Trustee for the Company. In addition to individual qualifications, the following
characteristics are among those qualifications applicable to each existing Trustee and are among the qualifications that the Independent
Trustees will consider for any future nominees:

 •
 Reputation
 for integrity, honesty, and high ethical standards;

 •
 Diversity
 of background;

 •
 Skills
 in disciplines deemed by the Independent Trustees to be relevant to the role of Independent
 Trustee, including business acumen, experience relevant to the financial services industry
 generally and the investment industry particularly, and ability to exercise sound judgment
 in matters relating to the current and long-term objectives of the Company;

 •
 Understanding
 and appreciation of the important role occupied by an Independent Trustee in the regulatory
 structure governing registered investment companies;

 •
 Willingness
 and ability to contribute positively to the decision-making process for the Company,
 including appropriate interpersonal skills to work effectively with other Independent
 Trustees;

 •
 Desire
 and availability to serve as an Independent Trustee for a substantial period of time;
 and

 •
 Absence
 of conflicts that would interfere with qualifying as an Independent Trustee.

 Board Role in Risk Oversight

 Managing the investment portfolio and
the operations of the Company involves certain risks. The Adviser (and other Company service providers, subject to oversight by
the Adviser) is responsible for day-to-day risk management for the Company. The Board oversees the Company's risk management
as part of its general management oversight function. The Board, either directly or through committees, regularly receives and
reviews reports from the Adviser about the elements of risk that affect or may affect the Company, including investment risk,
operational risk, compliance risk, and legal risk, among other elements of risk related to the operations of the Company and the
Adviser, and the steps the Adviser takes to mitigate those risks. The Board will appoint a Chief Compliance Officer, who oversees
the implementation and testing of the Company's compliance program and reports to the Board at least quarterly regarding
compliance matters for the Company, the Adviser, and the Company's service providers. The Board will also appoint a Chief
Legal Officer, who is responsible for overseeing internal reporting requirements imposed under rules adopted by the SEC pursuant
to the Sarbanes-Oxley Act, which are designed to ensure that credible indications of material violations of federal securities
laws or breaches of fiduciary duty are investigated and are adequately and appropriately resolved.

 In addition to the Board's direct
oversight, the Audit Committee plays an important role in overseeing risk management on behalf of the Company. The Audit Committee
oversees the risk management efforts for financial reporting, pricing and valuation, and liquidity risk and will meet regularly
with the Company's chief financial officer and independent auditors, as well as with members of management, to discuss financial
reporting and audit issues, including risks related to financial controls.

 While the Adviser has (and the Company's
service providers have) implemented a number of measures intended to mitigate risk effectively to the extent practicable, it is
not possible to eliminate all of the risks that are inherent in the operations of the Company. Some risks are beyond the Adviser's
and/or a service provider's control and not all risks that may affect the Company can be identified before the risk arises
or before the Adviser or a service provider, as applicable, develops processes and controls to eliminate the occurrence or mitigate
the effects of such risks.

 Item 11. Executive Compensation

 Compensation of Executive Officers

 The Company's executive officers
do not receive any direct compensation from the Company. We do not currently have any employees and do not expect to have any
employees. Services necessary for the Company's business are provided by individuals who are employees of the Adviser or its affiliates
pursuant to the Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement. Each of the
Company's executive officers is employed by the Adviser or its affiliates. The Company's day-to-day investment operations will
be managed by the Adviser. The services necessary for the sourcing and administration of the Company's investment portfolio will
be provided by investment professionals employed by the Adviser or its affiliates. The portfolio management team will focus on
origination, non-originated investments and transaction development and the ongoing monitoring of the Company's investments.

 Each of the Adviser and the Administrator
shall not be liable for any error of judgment or mistake of law or for any act or omission or any loss suffered by the Company
in connection with the matters to which the Advisory Agreement and Administration Agreement, respectively, relate, provided that
each of the Adviser and the Administrator shall not be protected against any liability to the Company or its shareholders to which
it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of
its duties or by reason of the reckless disregard of its duties and obligations (" disabling conduct "). Each
of the Advisory Agreement and the Administration Agreement provide that, absent disabling conduct, the Adviser and the Administrator,
as applicable, and their officers, managers, partners, agents, employees, controlling persons, members and any other person or
entity affiliated with either of them will be entitled to indemnification from us for any damages, liabilities, costs and expenses
(including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser's
services under the Advisory Agreement and the Administrator's services under the Administration Agreement or otherwise as
adviser or administrator for us. Each of the Adviser and the Administrator shall not be liable under their respective agreements
with us or otherwise for any loss due to the mistake, action, inaction, negligence, dishonesty, fraud or bad faith of any broker
or other agent; provided, that such broker or other agent shall have been selected, engaged or retained and monitored by the Adviser
or the Administrator in good faith, unless such action or inaction was made by reason of disabling conduct, or in the case of
a criminal action or proceeding, where the Adviser or the Administrator had reasonable cause to believe its conduct was unlawful.
In addition, we will not provide for indemnification of an Indemnified Party for any liability or loss suffered by such Indemnified
Party, nor will we provide that an Indemnified Party be held harmless for any loss or liability suffered by us, unless: (1) we
have determined, in good faith, that the course of conduct that caused the loss or liability was in the Company's best interest;
(2) the Indemnified Party was acting on the Company's behalf or performing services for us; (3) such liability or loss was not
the result of negligence or misconduct, in the case that the Indemnified Party is the Adviser, the Administrator, an affiliate
of the Adviser or Administrator, or one of the Company's officers; and (4) the indemnification or agreement to hold harmless is
recoverable only out of the Company's net assets and not from the Company's shareholders.

 Compensation of Trustees

 The Company's Trustees who do not also
serve in an executive officer capacity for us or the Adviser are entitled to receive annual cash retainer fees, annual fees for
serving on committees and annual fees for serving as a committee chair. These Trustees are Lorraine Hendrickson, John Shaffer
and Lisa Shalett.

 The Independent Trustees, in connection
with servicing as Trustees on certain Lord Abbett Funds, receive, in the aggregate, the following amounts: (i) $150,000 per year,
(ii) $25,000 for serving on the Audit Committee, (iii) $50,000 for the Independent Trustee that serves as the chair of the Board,
and (iv) $25,000 for any Independent Trustee that serves as the chair of a Board committee. " Lord Abbett Funds "
for these purposes means Lord Abbett Credit Opportunities Fund, Lord Abbett Floating Rate High Income Fund, Lord Abbett Municipal
Opportunities Fund, Lord Abbett Corporate Opportunities Fund, and the Company.

 We also reimburse each of the Trustees
for all reasonable and authorized business expenses in accordance with the Company's policies as in effect from time to time,
including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each
committee meeting not held concurrently with a board meeting.

 We will not pay compensation to the Company's
Trustees who also serve in an executive officer capacity for us or the Adviser.

 We have obtained trustees' and officers'
liability insurance on behalf of the Company's Trustees and officers. We do not have a profit-sharing or retirement plan, and
Trustees do not receive any pension or retirement benefits. The Board of Trustees reviews and determines the compensation of the
Independent Trustees.

 Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters

 The following table sets forth, as of
February 28, 2025, certain ownership information with respect to the Company's Common Shares for each of the Company's current
trustees, executive officers, trustees and executive officers as a group, and each person known to the Company to beneficially
own 5% or more of the Company's outstanding Common Shares. None of the Company's executive officers or trustees own shares
of the Company's Common Shares as of February 28, 2025. Unless otherwise indicated, the address for each trustee and executive
officer is c/o Lord Abbett Private Credit Fund, 30 Hudson Street, Jersey City, New Jersey 07302.

 Unless otherwise indicated, the persons
named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially
owned by them.

 Name

 Type of
 Ownership

 Common
 Shares

 Owned

 Percentage of
 Common Shares
 Outstanding

 5% Owners

 Lord Abbett Bond-Debenture Fund, Inc.

 Direct

 6,033,577

 61.2

 %

 Lord Abbett Credit Opportunities Fund

 Direct

 1,628,231

 16.5

 %

 Lord Abbett Multi-Asset Balanced Opportunity
 Fund

 Direct

 772,297

 7.8

 %

 Lord Abbett Committed Capital Management –
 Custom Liquidity Credit Trust

 Direct

 792,393

 8.0

 %

 Independent Trustees

 Lorraine Hendrickson

 —

 —

 —

 John Shaffer

 —

 —

 —

 Lisa Shalett

 —

 —

 —

 Interested Trustees

 Stephan Kuppenheimer

 —

 —

 —

 Steven Rocco

 —

 —

 —

 All Trustees and officers as a group (5 persons)

 —

 —

 %

 * Represents less than 1.0%

 Item 13. Certain Relationships and
Related Transactions and Trustee Independence

 Trustee Independence

 While we are not listed on any public
securities exchange, we intend to comply with listing standards of the New York Stock Exchange (" NYSE ") requiring
listed companies to have a board of trustees with at least a majority of independent trustees. The NYSE listing standards provide
that a trustee of a BDC will be considered to be independent if he or she is not an "interested person" of the Company,
as defined in Section 2(a)(19) of the 1940 Act.

 Based on these standards, the Board has
determined that Lorraine Hendrickson, John Shaffer and Lisa Shalett are independent (or not "interested persons" of
the Company). Based upon information requested from each such Trustee concerning his or her background, employment and affiliations,
the Board has affirmatively determined that none of the Independent Trustees has a material business or professional relationship
with the Company, other than in his or her capacity as a member of the Board or any committee thereof. All of the members of the
Audit Committee and Nominating and Governance Committee are not "interested persons" as defined in Section 2(a)(19)
of the 1940 Act.

 Certain Relationships and Related Transactions

 The following inherent or potential conflicts
of interest should be considered by prospective investors before subscribing for the Common Shares.

 Relationship among the Company,
the Adviser and the Portfolio Managers. The Adviser has a conflict of interest between its responsibility to act in the
best interests of the Company, on the one hand, and any benefit, monetary or otherwise, that results to it or its affiliates from
the operation of the Company, on the other hand. For example, the Adviser's incentive fee creates an incentive for the Adviser
to recommend more speculative investments for the Company than it would otherwise in the absence of such performance-based compensation.
The Adviser may also be incentivized not to permanently write down, write off, revalue or dispose of an investment that has poor
prospects for improvement in order to receive ongoing management fees in respect of such investment and to avoid reductions in
potential incentive fees if such asset appreciates in the future. In addition, the method of calculating the incentive fee payments
may result in conflicts of interest between the Adviser, on the one hand, and the Company investors, on the other hand, with respect
to the management and disposition of investments.

 Conflicts of interest may arise in connection
with the portfolio managers' management of the investments of the Company and the investments of the other funds and accounts
managed by Lord Abbett. Such conflicts may arise with respect to the allocation of investment opportunities between the Company
and other accounts with similar investment objectives and policies. In addition, a portfolio manager potentially could use information
concerning the Company's transactions to the advantage of other accounts and to the detriment of the Company. To address
these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. The objective
of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities
on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett's Code of Ethics sets forth general principles
for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest
with the interests of Lord Abbett's clients, including the Company. Moreover, Lord Abbett's Insider Trading Policy
and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have
material non-public information. Lord Abbett is not affiliated with a full service broker-dealer and, therefore, does not execute
any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does
not conduct any investment banking functions. Lord Abbett does not believe that any material conflicts of interest exist in connection
with the portfolio managers' management of the investments of the Company and the investments of the other accounts in the
table referenced above.

 Conflicts of interest may also arise when
the Company and other accounts invest in (i) securities or other instruments issued by a particular issuer and in certain assets
owned by such issuer; and (ii) different parts of an issuer's capital structure, for example, where the Company owns senior
debt obligations of an issuer and other accounts own junior debt or equity of the same issuer. In such circumstances, Lord Abbett
may take actions with respect the Company that are adverse to other accounts, for example, by foreclosing on loans, disposing
of equity, receiving material nonpublic information, putting an issuer in default or voting on a plan or reorganization or restructuring
that is adverse to other Lord Abbett accounts. Similarly, Lord Abbett may cause other accounts managed by Lord Abbett to take
actions adverse to the Company. If an issuer in which the Company and one or more other accounts hold securities or other interests
encounters financial problems, decisions over the terms of any restructuring or workout are likely to raise conflicts of interest.
In order to minimize such conflicts, the Company may avoid making certain investments or taking certain actions that would potentially
give rise to conflicts of interest, which could have the effect of limiting the Company's investment opportunities or available
courses of actions. Alternatively, the Company may take an action that will have the potential to disadvantage other accounts
or the Company might resolve the conflict by adopting a particular strategy (including disposing of an investment earlier than
it otherwise would have if no conflict existed), which could result in a different investment outcome than might arise if the
Company had adopted an otherwise different investment strategy. All conflicts of interest will be resolved by Lord Abbett in its
sole discretion. When making investment decisions where a conflict of interest may arise, Lord Abbett will endeavor to act in
a fair and equitable manner as between the Company and other accounts; however, in certain instances the resolution of the conflict
may result in Lord Abbett acting on behalf of another account (for example, by foreclosing on loans, putting an issuer into default,
transacting with an issuer or voting in a manner adverse to or inconsistent with the Company's vote) in a manner that is
not in the best interests, or is opposed to the interests, of the Company.

 Co-Investment Transactions. The
Adviser has received an exemptive order from the SEC that permits the Adviser to co-invest the Company's assets with the assets
of certain other persons, including certain affiliated accounts managed and controlled by the Adviser and/or its affiliates. Subject
to the 1940 Act and the conditions of the co-investment order issued by the SEC, the Company may, under certain circumstances,
co-invest with certain affiliated accounts in investments that are suitable for the Company and one or more of such affiliated
accounts. Even though the Company and any such affiliated account co-invest in the same securities, conflicts of interest

 may still arise. If the Adviser is presented
with co-investment opportunities that generally fall within the Company's investment objective and other Board-Established
Criteria and those of one or more affiliated accounts advised by the Adviser and/or its affiliates, whether focused on a debt
strategy or otherwise, the Adviser and/or its affiliates will allocate such opportunities among the Company and such affiliated
accounts in a manner consistent with the exemptive order and the applicable allocation policies and procedures.

 With respect to co-investment transactions
conducted under the exemptive order, initial internal allocations among the Company and other investment funds affiliated with
the Adviser will generally be made, taking into account the allocation considerations set forth in the Adviser's allocation
policies and procedures as described above. If the Company invests in a transaction under the Co-Investment Exemptive Order and,
immediately before the submission of the order for the Company and all other funds, accounts, or other similar arrangements advised
by the Adviser and its affiliates, the opportunity is oversubscribed, it will generally be allocated on a pro-rata basis based
on internal order size.

 Performance Based Compensation and
Management Fees. The existence of the incentive fees payable to the Adviser may create a greater incentive for
the Adviser to make more speculative investments on behalf of the Company, or to time the purchase or sale of investments in a
manner motivated by the personal interests of the Adviser, its affiliates and/or their personnel. The manner in which the Adviser's
entitlement to incentive fees is determined may result in a conflict between its interests and the interests of shareholders with
respect to the sequence and timing of disposals of investments, as the Adviser may want to dispose of lower yielding investments
in favor of higher yielding ones.

 Transaction Fees and Other Fees.
 In connection with investments made by us, the Adviser and its affiliates may negotiate and receive origination, commitment,
documentation, structuring, facility, monitoring, amendment, refinancing, and/or other fees from portfolio investments in which
we invest or propose to invest. The Adviser and its affiliates will only retain transaction and other fees if permissible under
the 1940 Act, SEC exemptive relief, and other applicable law. Under the terms of our co-investment relief, transaction fees (except
for fees contemplated by Section 17(e) or 57(k) of the 1940 Act) received in connection with a co-investment transaction are distributed
pro rata to funds that participate in such transaction. The potential for the Adviser and its affiliates to receive economic benefits
creates conflicts of interest as the Adviser and its affiliates would have an incentive to invest in portfolio investments that
provide such benefits. Similarly, the Adviser and its affiliates could be incentivized to waive certain fees in connection with
a refinancing in order to receive certain fees in the new transaction, including when we and/or other accounts advised by the
Adviser and its affiliates can participate in the original or refinanced investment, or both.

 Broken Deal Expenses. Any
expenses that may be incurred by the Company for actual investments as described herein may also be incurred by the Company with
respect to broken deals ( i.e., investments that are not consummated). The Adviser is not required to and, in most circumstances,
will not seek reimbursement of broken deal expenses ( i.e., expenses incurred in pursuit of an investment that is not consummated)
from third parties, including counterparties to the potential transaction or potential co-investors. Examples of such broken deal
expenses include, but are not limited to, reverse termination fees, extraordinary expenses such as litigation costs and judgments,
travel and entertainment expenses incurred, costs of negotiating co-investment documentation, and legal, accounting, tax and other
due diligence and pursuit costs and expenses. Any such broken deal expenses could, in the sole discretion of the Adviser, be allocated
solely to the Company and not to Other Clients or co-investment vehicles that could have made the investment, even when the Other
Client or co-investment vehicle commonly invests alongside the Company in its investments or the Adviser or Other Clients in their
investments. In such cases, the Company's shares of expenses would increase. In the event broken deal expenses are allocated
to an Other Client or a co-investment vehicle, the Adviser may advance such fees and expenses without charging interest until
paid by the Other Client or co-investment vehicle, as applicable.

 Diverse Membership; Relationships
with Company Investors. The Company and investors are generally expected to have conflicting investment, tax and other
interests with respect to the investments made by the Company. The Company investors are expected to include various types of
persons or entities organized in various jurisdictions, and different Company investors may have conflicting investment, tax and
other interests in respect of their investment in the Company. The conflicting interests of the Company and of individual Company
investors may relate to or arise from, among other things, the nature of investments made by the Company, the structuring of the
acquisition of the Company's investments, and the timing of disposition of investments, which may be more beneficial for
the Company or Company investors than for one or more of the other Company investors. Such structuring of the Company's
investments and other factors may result in different returns being realized by different Company investors. Furthermore, under
the U.S. tax audit rules applicable to the Company, decisions or elections made in connection with certain laws and regulations
by the Adviser (or such other person designated by the Adviser) in connection with tax audits (including whether or not to make
an election under those rules) may be more beneficial for one type of Company investor than for another type of Company investor.
As a consequence, conflicts of

 interest among different Company investors
may arise in connection with decisions made by the Adviser, including in respect of the nature or structuring of investments and
the use of leverage that may be more beneficial for one Company investor than for another Company investor, especially in respect
of individual tax situations. In addition, the Company may face certain tax risks based on positions taken by the Company, the
Adviser on behalf of the Company, the Company's subsidiaries and/or a withholding agent.

 Allocation of Personnel. The
Adviser and its members, officers and employees will devote as much of their time to the activities of the Company as they deem
necessary to conduct its business affairs in an appropriate manner. By the terms of the Advisory Agreement, the Adviser is not
restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging
in other business activities, even though such activities may be in competition with the Company and/or may involve substantial
time and resources of the Adviser. Personnel of the Adviser and its affiliates, including members of the Company's portfolio
management team, will work on other projects, serve on other committees and source potential investments for and otherwise assist
the investment programs of Other Clients and their portfolio companies, including other investment programs to be developed in
the future. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of
the Adviser and its officers and employees will not be devoted exclusively to the business of the Company but will be allocated
between the business of the Company and the management of the monies of such other advisees of the Adviser. Time spent on these
other initiatives diverts attention from the activities of the Company, which could negatively impact the Company and its shareholders.
Furthermore, personnel of the Adviser and its affiliates derive financial benefit from these other activities, including fees
and performance-based compensation. Lord Abbett personnel outside of the Adviser may share in the fees and performance-based compensation
from the Company; similarly, personnel of the Adviser and its affiliates may share in the fees and performance-based compensation
generated by Other Clients. These and other factors create conflicts of interest in the allocation of time by personnel of the
Adviser and its affiliates. The determination of the Adviser and its affiliates of the amount of time necessary to conduct the
Company's activities will be conclusive, and shareholders rely on the Adviser's judgment in this regard. The officers
and trustees will devote such portion of their time to the Company's affairs as is required for the performance of their duties,
but they are not required to devote all of their time to us.

 Valuation of Assets. A majority
of securities and other assets in which the Company will directly or indirectly invest, including secured loan investments, are
not expected to have a readily ascertainable market value and will be valued by the Adviser in accordance with its established
valuation policies. Such securities and other assets will constitute a substantial portion of the Company's investments.
In addition, when the Adviser determines that the market price does not fairly represent the value of an investment, the Adviser
will fair value such investment in accordance with the Company's policies and procedures. The Adviser has a conflict of
interest in determining such valuations, as the Adviser's determination of a fair value for such investments may cause it
to receive higher management fees.

 The Adviser and its affiliates are engaged
in advisory and management services for multiple collective investment vehicles and managed accounts, including other investment
funds managed by the Adviser and its affiliates. In connection with these activities, the Adviser and its affiliates are required
to value assets, including in connection with managing or advising their proprietary and client accounts. In this regard, the
Adviser and its affiliates may share information regarding valuation techniques and models or other information relevant to the
valuation of a specific asset or category of assets, although they are under no obligation to engage in such information sharing.

 Conflicts with Portfolio Companies.
 In certain instances, the portfolio managers and officers and employees of the Adviser may serve as board members of certain
portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best interests of
the portfolio company. In certain circumstances, such as in situations involving bankruptcy or near insolvency of the portfolio
company, actions that may be in the best interests of the portfolio company may not be in the best interests of the Company, and
vice versa. Accordingly, in these situations, there may be conflicts of interest between an individual's duties as a portfolio
manager or officer or employee of the Adviser and such individual's duties as a board member of the portfolio company. Additionally,
the Adviser or affiliates of the Adviser may enter into transactions with a portfolio company (for example, a property lease),
which may create a conflict of interest. While it is generally expected that any such transaction would be on arm's length
terms, it is possible that the portfolio company may pay higher fees or receive fewer benefits in the transaction than it would
if the counterparty to the transaction were a third party.

 Certain Investments Inside the Company's
Mandate that are not Pursued by the Company. Under certain circumstances, the Adviser may determine not to pursue some
or all of an investment opportunity within the Company's mandate pursuant to its investment allocation policies and procedures,
including without limitation, as a result of business, reputational or other reasons applicable to the Company, Other Clients,
their respective portfolio companies or the Adviser. In addition, the Adviser may determine that the Company should not pursue
some or all of an investment opportunity, including, by way of example and without limitation, because the Company has already
invested sufficient capital in the investment, sector, industry, geographic region or markets in question, as determined by the

 Adviser in its good faith discretion,
or the investment is not appropriate for the Company for other reasons as determined by the Adviser in its good faith reasonable
sole discretion. In any such case the Adviser or its affiliates could, thereafter, offer such opportunity to other parties, including
Other Clients or portfolio companies or limited partners or shareholders of the Company or Other Clients, joint venture partners,
related parties or third parties. Any such Other Clients may be advised by a different Lord Abbett affiliate, which could determine
an investment opportunity to be more attractive than the Adviser believes to be the case. In any event, there can be no assurance
that the Adviser's assessment will prove correct or that the performance of any investments actually pursued by the Company
will be comparable to any investment opportunities that are not pursued by the Company. The Adviser and its affiliates, including
their personnel, may receive compensation from any such party that makes the investment, including an allocation of carried interest
or referral fees, and any such compensation could be greater than amounts paid by the Company to the Adviser. In some cases, the
Adviser or its affiliates earn greater fees when Other Clients participate alongside or instead of the Company in an investment.

 Allocation of Revolver, Delayed-Draw
Investment or Line of Credit Obligations. The Company generally expects to participate in one or more investments that
are structured as "revolvers," "delayed-draws" or "lines of credit" with funding obligations
that extend past the initial date of investment. Later funding obligations related to such investments may not be allocated pro
rata among all the investors who participated in the initial funding of an investment. In particular, the Company may participate
in the initial funding of an investment but may not participate in later-arising funding obligations ( i.e., the revolver,
delayed-draw or line of credit portions) related to such investment, including because of capacity limitations that an investment
vehicle may have for making new revolver, delayed-draw investments or lines of credit. As a result, the Company may be allocated
a smaller or larger portion of revolver, delayed-draw investments or lines of credit than other investors participating in the
loan (or may not be allocated any portion). Company investors that participate in the initial funding of an investment may receive
certain economic benefits in connection with such initial funding, such as original issue discount, closing payments, or commitment
fees and these benefits are expected to be allocated based on participation in the initial funding, regardless of participation
in future funding obligations. In addition, where the Company and any other participating investors have not participated in each
funding of an investment on a pro rata basis, conflicts of interest may arise between the Company and the other investors as the
interests of the Company and the other investors may not be completely aligned with respect to such investment. In that regard,
the revolver, delayed draw or line of credit portion of an investment may be senior to the investment in the portfolio company
made by the Company, and as a result, the interests of the Company may not be aligned with other participating investors.

 Insurance. The Adviser will
cause the Company to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers)
for insurance to insure the Company and the Board against liability in connection with the activities of the Company. This includes
a portion of any premiums, fees, costs and expenses for one or more "umbrella," group or other insurance policies
maintained by the Adviser or its affiliates that cover the Company and one or more of the Other Clients, the Adviser, and/or its
affiliates (including their respective directors, officers, employees, agents, representatives, independent client representative
(if any) and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses
for such "umbrella," group or other insurance policies among the Company, one or more Other Clients, the Adviser,
and/or its affiliates on a fair and reasonable basis, subject to approval by the Board.

 The foregoing list of conflicts does
not purport to be a complete enumeration or explanation of the actual and potential conflicts involved in an investment in the
Company. Prospective investors should read this report and consult with their own advisers before deciding whether to invest in
the Company. In addition, as the Company's investment program develops and changes over time, an investment in the Company
may be subject to additional and different actual and potential conflicts. Although the various conflicts discussed herein are
generally described separately, prospective investors should consider the potential effects of the interplay of multiple conflicts.

 Item 14. Principal Accountant Fees
and Services

 Set forth in the table below are audit
fees, audit related fees, tax fees and all other fees billed to the Company by Deloitte & Touche LLP for professional services
performed for the fiscal years ended December 31, 2024 and December 31, 2023:

 Fiscal
 Year

 Audit Fees (1)

 Audit-Related
 Fees (2)

 Tax Fees (3)

 All Other
 Fees (4)

 2024

 $192,000

 $0

 $0

 $0

 2023

 —

 —

 —

 —

 (1)
 "Audit
 Fees" consist of fees billed for
 professional services rendered for the
 audit of the Company's consolidated
 financial statements and review of the
 interim consolidated financial statements
 included in quarterly reports and services
 that are normally provided by Deloitte
 & Touche LLP in connection with
 statutory and regulatory filings.

 (2)
 "Audit-Related
 Fees" consist of fees billed for
 assurance and related services that
 are reasonably related to the performance
 of the audit or review of the Company's
 consolidated financial statements and
 are not reported under "Audit
 Fees". These services include
 attest services that are not required
 by statute or regulation and consultations
 concerning financial accounting and
 reporting standards.

 (3)
 "Tax
 Fees" consist of fees billed for
 tax compliance, tax advice and tax planning.
 These services include assistance regarding
 federal, state, and local tax compliance.

 (4)
 "All
 Other Fees" are those fees, if
 any, billed to the Company by Deloitte
 & Touche LLP in connection with
 products and services.

 During the fiscal year ended December 31, 2024, Deloitte & Touche LLP billed aggregate non-audit fees
of $250,000 (comprised of $0 related to the Company and $250,000 related to the Adviser) for services rendered to the Company and
the Adviser.

 Item 15. Exhibits and Financial Statement
Schedules

 (a) Documents Filed as Part of this
Report

 The following financial statements are
set forth in Item 8:

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Statement of Assets and Liabilities as of December 31, 2024

 Consolidated Statement of Operations for the Period from February 23, 2024 (commencement of operations) to December 31, 2024

 Consolidated Statement of Changes in Net Assets for the Period from February 23, 2024 (commencement of operations) to December 31, 2024

 Consolidated Statement of Cash Flows for the Period from February 23, 2024 (commencement of operations) to December 31, 2024

 Consolidated Schedule of Investments as of December 31, 2024

 (b) Exhibits

 The following exhibits are filed as part
of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

 Exhibit

 Description

 3.1*

 Certificate of Trust

 3.2*

 Amended and Restated Declaration of Trust

 3.3*

 Bylaws

 4.1**

 Description of Securities

 10.1*

 Form of Subscription Agreement for Immediate
 Fundings

 10.2*

 Investment Advisory Agreement

 10.3*

 Administrative Services Agreement

 10.4*

 Expense Support and Conditional Reimbursement
 Agreement

 10.5*

 Amended and Restated Custody Agreement

 10.6*

 Transfer Agency and Service Agreement

 10.7*

 Supplement to Transfer Agency and Service Agreement

 10.8*

 Credit Facility Agreement

 10.9*

 Dividend Reinvestment Plan

 10.10*

 Placement Agency Agreement

 10.11*

 Form of Selling Dealer Agreement

 14.1**

 Code of Ethics of Registrant and Lord Abbett Private Credit Advisor LLC

 19.1**

 Insider Trading Policy

 21.1**

 List of Subsidiaries

 31.1**

 Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

 31.2**

 Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

 32.1***

 Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2***

 Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS**

 101.SCH**

 Linkbase Documents

 104**

 Cover Page Interactive Data File (embedded within

 *

 Incorporated by reference to Amendment No. 1
 to the Company's Registration Statement on Form 10 (File No. 000-56673) filed on October 4, 2024.

 **

 Filed herewith.

 ***

 Furnished herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Dated: March 7, 2025

 By:

 /s/ Stephan Kuppenheimer

 Stephan Kuppenheimer

 Chief Executive Officer

 (Principal Executive Officer)

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

 By:

 /s/ Stephan Kuppenheimer

 Stephan Kuppenheimer

 Chief Executive Officer and Trustee

 (Principal Executive Officer)

 By:

 /s/ Salvatore Dona
 Salvatore Dona

 Chief Financial Officer and Treasurer

 (Principal Financial Officer)

 By:

 /s/ Steven Rocco
 Steven Rocco

 By:

 /s/ Lorraine Hendrickson
 Lorraine Hendrickson

 By:

 /s/ John Shaffer
 John Shaffer

 By:

 /s/ Lisa Shalett
 Lisa Shalett

 No No 0 Amount is less than (0.01)%.
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