StepStone Private Credit Income Fund (Form: POS EX, Received: 01/03/2025 11:42:23)

As filed with the U.S. Securities and Exchange Commission on January 3, 2025

Securities Act File No. 333-276309

Investment Company Act File No. 811-23924

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


		Pre-Effective Amendment No.		☐
		Post-Effective Amendment No. 1		☒

and

THE INVESTMENT COMPANY ACT OF 1940


		Amendment No. 4		☒

StepStone Private Credit Income Fund

(Exact name of Registrant as specified in charter)

128 S Tryon St., Suite 880

Charlotte, NC 28202

(704) 215-4300

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

Robert W. Long

Chief Executive Officer

StepStone Group Private Wealth LLC

128 S Tryon St., Suite 1600

Charlotte, NC 28202

(Name and address of agent for service)

COPY TO:

Ryan Brizek

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, DC 20001

Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

☐

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

☒

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

☐

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

☐

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

☐

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

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

☒

immediately upon filing pursuant to Rule 462(d) under the Securities Act.

If appropriate, check the following box:

☐

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

☐

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

☐

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

☒

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-272265

Check each box that appropriately characterizes the Registrant:

☒

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☒

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐

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

☐

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

☐

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

☐

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

☒

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

EXPLANATORY NOTE

This Post-Effective Amendment to the Registration Statement on Form N-2 (File Nos. 333-276309 and 811-23924) of StepStone Private Credit Income Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding audited and unaudited financial statements of Cresset Partners Private Credit Fund, LLC as exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment consists only of a facing page, this explanatory note and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. This Post-Effective Amendment does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C

Other Information

Item 25. Financial Statements and Exhibits

(1)	Financial Statements:

Part A:

(a)

None.

Part B:

(a)

Report of Independent Registered Public Accounting Firm, Statement of Assets and Liabilities, Notes to Financial
Statements.⁽³⁾

(2)

Exhibits:

(a)

(1)

Certificate of Trust ⁽¹⁾

(2)

Declaration of Trust ⁽¹⁾

(4)

Amended and Restated Agreement and Declaration of Trust⁽³⁾

(b)

Form of Bylaws⁽³⁾

(c)

Not applicable.

(d)

Not applicable.

(e)

Dividend Reinvestment Plan⁽³⁾

(f)

Not applicable.

(g)

(1) Investment Advisory Agreement⁽³⁾

(2)

Form of Sub-Advisory Agreement⁽³⁾

(3)

Form of Sub-Sub-Advisory Agreement⁽³⁾

(h)

Form of Distribution Agreement⁽³⁾

(i)

Not applicable.

(j)

Form of Custody Agreement ⁽³⁾

(k)

(1)(a) Form of Fund Accounting Agreement⁽³⁾

(1)(b)

Form of Sub-Administration Agreement⁽³⁾

(1)(c)

Form of Loan Administration Agreement⁽³⁾

(2)

Form of Expense and Limitation and Reimbursement Agreement⁽³⁾

(3)

Distribution and Shareholder Services Plan⁽³⁾

(4)

Multiple Class Plan Pursuant to Rule 18f-3⁽³⁾

(5)

Form of Transfer Agency Services Agreement⁽³⁾

(l)

Opinion and Consent of Dechert⁽³⁾

(m)

Not applicable.

(n)

(1) Consent of Independent Registered Public Accounting Firm for the Registrant⁽⁴⁾

(2) Consent of Independent Registered Public Accounting Firm for Cresset Partners Private Credit Fund, LLC⁽⁴⁾

(o)

(1) Audited Consolidated Financial Statements of Cresset Partners Private Credit Fund, LLC for the period ended December 31, 2023.⁽⁴⁾

(2) Unaudited Consolidated Financial Statements of Cresset Partners Private Credit Fund, LLC for the period ended September 30, 2024.⁽⁴⁾

(p)

Form of Subscription Agreement⁽³⁾

(q)

Not applicable

(r)

(1) Joint Code of Ethics of the Registrant and the Adviser⁽³⁾

(2) Code of Ethics of the Adviser and Sub-Adviser⁽²⁾

(s)

(1) Power of Attorney ⁽³⁾

(2) Power of Attorney for Terry Prather⁽⁴⁾

(1)	Incorporated by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 filed on December 29, 2023.

(2)	Incorporated by reference to the corresponding exhibit of StepStone Private Infrastructure Fund’s Registration Statement on Form N-2 filed on July 11, 2023.

(3)	Incorporated by reference to the corresponding exhibit of the Registrant’s Registration Statement on Form N-2 filed on May 22, 2024.

(4)	Filed herewith.

Item 26. Marketing Arrangements

Not applicable.

Item 27. Other Expenses of Issuance and Distribution

Not applicable.

Item 28. Persons Controlled by or Under Common Control

As of December 31, 2024, StepStone Private Credit Income Fund is the sole member of CRDEX LLC, a Delaware limited liability company.

No other person is directly or indirectly controlled by or under common control with the Registrant, except that the Registrant may be deemed to be controlled by SPW, the investment adviser to the Registrant, and StepStone Group LP, the sole shareholder of the Registrant. The Adviser was formed under the laws of the State of Delaware. StepStone Group LP was formed under the laws of the State of Delaware. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-117639).

Item 29. Number of Holders of Securities

As of December 19, 2024:


Title of Class	Number of Record Holders
Shares of Beneficial Interest for Class D		1
Shares of Beneficial Interest for Class I		88
Shares of Beneficial Interest for Class S		1
Shares of Beneficial Interest for Class T		2

Item 30. Indemnification

Reference is made to Article 5.2 of the Fund’s Agreement and Declaration of Trust filed as Exhibit (a)(3) to this Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Advisers, officers and controlling persons of the Fund pursuant to the foregoing provisions or otherwise, the Fund has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by the Advisers, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by the Advisers, officer or controlling person, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The Fund hereby undertakes that it will apply the indemnification provisions of the Agreement and Declaration of Trust in a manner consistent with Investment Company Act Release No. 11330 (Sept. 4, 1980) issued by the Securities and Exchange Commission, so long as the interpretation of Sections 17(h) and 17(i) of the 1940 Act contained in that release remains in effect. The Fund, in conjunction with the Advisers and the Fund’s Board of Trustees, maintains insurance on behalf of any person who is or was an Independent Trustee, officer, employee, or agent of the Fund, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position. In no event, however, will the Fund pay that portion of the premium, if any, for insurance to indemnify any such person or any act for which the Fund itself is not permitted to indemnify.

Item 31. Business and Other Connections of Adviser

A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and each executive officer or partner of the Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set out in Registrant’s Prospectus in the section entitled “Management of the Fund” and in the section of the Statement of Additional Information captioned “Management of the Fund.” The information required by this Item 31 with respect to each director, officer or partner of the Adviser is incorporated by reference to Form ADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File No. 801-117639).

Item 32. Location of Accounts and Records

The Administrator maintains the required accounting related and financial books and other records of the Registrant at 128 S Tryon St., Suite 1600, Charlotte, NC 28202.

Item 33. Management Services

Not Applicable.

Item 34. Undertakings

The Registrant hereby undertakes to suspend the offering of its shares until it amends its prospectus if (a) subsequent to the effective date of its registration statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of the Registration Statement or (b) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

Not Applicable.

The Registrant hereby undertakes:

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(1)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(2)

to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(3)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)

that, for the purpose of determining liability under the Securities Act to any purchaser:

(1)

if the Registrant is relying on Rule 430B:

(A)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2)

that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(e)

that, for the purpose of determining liability under the Securities Act to any purchaser:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(2)

free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3)

the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The Registrant undertakes that:

(a)

Not applicable; and

(b)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

Not applicable.

The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended, StepStone Private Credit Income Fund has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte and State of North Carolina on the 3rd day of January 2025.


STEPSTONE PRIVATE CREDIT INCOME FUND

By:		/s/ Robert W. Long
Name:		Robert W. Long
Title:		Trustee

Pursuant to the requirements of the 1933 Act, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on the 3rd day of January, 2025.


Signature	Title	Date

/s/ Robert W. Long Robert W. Long	Trustee, President and Principal Executive Officer	January 3, 2025

/s/ Kimberly Zeitvogel Kimberly Zeitvogel	Principal Financial Officer and Treasurer	January 3, 2025

/s/ Tom Sittema* Tom Sittema	Trustee	January 3, 2025

/s/ Terry Prather* Terry Prather	Trustee	January 3, 2025

/s/ Tracy G. Schmidt * Tracy G. Schmidt	Trustee	January 3, 2025

/s/ Ron D. Sturzenegger *	Trustee	January 3, 2025
Ron D. Sturzenegger


*By:		/s/ Robert W. Long
		Robert W. Long
		As Attorney-in-Fact

January 3, 2025

Power of Attorney. The original powers of attorney authorizing Robert W. Long to execute the Registration Statement, and any amendments thereto, for the trustees of the Registrant on whose behalf this Amendment is filed have been executed and are incorporated by reference herein to Item 25, Exhibit (t).

Schedule of Exhibits to Form N-2


Exhibit No.		Exhibit
(n)		(1) Consent of Independent Registered Public Accounting Firm for the Registrant

		(2) Consent of Independent Registered Public Accounting Firm for Cresset Partners Private Credit Fund, LLC

(o)		(1) Audited Consolidated Financial Statements of Cresset Partners Private Credit Fund, LLC for the period ended December 31, 2023.

		(2) Unaudited Consolidated Financial Statements of Cresset Partners Private Credit Fund, LLC for the period ended September 30, 2024.

(s)		(2) Power of Attorney for Terry Prather

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” in the Preliminary Statement of Additional Information dated May 22, 2024, and incorporated by reference in this Post-Effective Amendment No. 1 to the Registration Statement (Form N-2, File No. 333-276309) of StepStone Private Credit Income Fund (the “Registration Statement”).

We also consent to the incorporation by reference of our report dated May 22, 2024, with respect to the financial statements of StepStone Private Credit Income Fund as of April 25, 2024 and for the period from December 18, 2023 (inception) to April 25, 2024, incorporated by reference in this Registration Statement, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York

January 2, 2025

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Post-Effective Amendment to Registration Statement No. 333-276309 on Form N-2 for StepStone Private Credit Income Fund of our report dated June 28, 2024, relating to the consolidated financial statements of Cresset Partners Private Credit Fund, LLC for the period from March 22, 2023 (commencement of operations) through December 31, 2023, appearing in the Schedule of Exhibits to Form N-2, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Chicago, Illinois

January 2, 2025

LOGO

Cresset Partners Private Credit Fund, LLC

Consolidated Financial Statements

As of December 31, 2023 and for the period from March 22, 2023

(commencement of operations) through December 31, 2023 with

Independent Auditor’s Report Thereon

LOGO

Cresset Partners Private Credit Fund, LLC

Table of Contents


		Page

Independent Auditors’ Report		1-2

Consolidated Financial Statements:

Consolidated Statement of Assets, Liabilities, and Members’ Capital		3

Consolidated Schedule of Portfolio Investments		4

Consolidated Statement of Operations		5

Consolidated Statement of Changes in Members’ Capital		6

Consolidated Statement of Cash Flows		7

Notes to Consolidated Financial Statements		8-14

Deloitte & Touche LLP

111 South Wacker Drive

Chicago, IL 60606-4301

USA

Tel:+1 312 486 1000

Fax:+1 312 486 1486

www.deloitte.com

INDEPENDENT AUDITOR’S REPORT

To the Manager of Cresset Partners Private Credit Fund, LLC:

Opinion

We have audited the consolidated financial statements of Cresset Partners Private Credit Fund, LLC (the “Fund”), which comprise the consolidated statement of assets, liabilities and members’ capital, including the consolidated schedule of portfolio investments, as of December 31, 2023, and the related consolidated statements of operations, changes in members’ capital, and cash flows for the period from March 22, 2023 (commencement of operations) through December 31, 2023, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, and the results of its operations, changes in its members’ capital, and its cash flows for the period from March 22, 2023 (commencement of operations) through December 31, 2023, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

LOGO

June 28, 2024

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Assets, Liabilities and Members’ Capital

December 31, 2023


Assets
Investments, at fair value (cost of $259,213,502)	$	262,676,725
Cash and cash equivalents		1,908,923
Expense reimbursement receivable		695,000
Dividend receivable		2,363,636
Other assets		415,840
Due from affiliates		121,366
Interest receivable		15,118

Total Assets	$	268,196,608

Liabilities and Members’ Capital
Liabilities:
Due to members	$	2,383,841
Incentive fee payable		921,993
Due to affiliates		347,918
Administrative fees payable		168,848
Professional fees payable		122,062
Accounting fees payable		100,875
Accounts payable and accrued liabilities		27,876

Total Liabilities		4,073,413

Members’ Capital		264,123,195

Total Liabilities and Members’ Capital	$	268,196,608

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Schedule of Portfolio Investments

December 31, 2023


Portfolio Company:	Type	Location	Investment Strategy	Cost		Fair Value		Percent of Members’ Capital
Churchill CPCF Fund LLC	Investment Funds	United States	Private Credit	$	46,500,000	$	47,641,539		18.04	%
CPCF BPCC LLC ^(a)	Investment Funds	United States	Private Credit		77,000,000		77,634,104		29.39	%
Barings Private Credit Corporation	Investment Funds	United States	Private Credit		78,396,635		78,547,397		29.74	%
Great Lakes CPCF SPV LLC ^(a)	Investment Funds	United States	Private Credit		57,316,867		58,853,685		22.28	%

				$	259,213,502	$	262,676,725		99.45	%

(a)	Represents investment in affiliated investment fund

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Operations

For the period from March 22, 2023 (commencement of operations) through December 31, 2023


Investment income:
Dividend distributions from underlying investments	$	11,267,088
Interest income		295,726

Total investment income		11,562,814
Expenses:
Incentive fees		921,993
Professional fees		529,723
Interest expense		375,612
Administrative fees		168,848
Organizational expenses		84,372
Accounting fees		100,875
Other expenses		377,460

Total expenses before expense reimbursement		2,558,883
Expense reimbursement		(695,000	)

Total expenses after expense reimbursement		1,863,883

Net investment income		9,698,931

Unrealized gain on investments:
Net unrealized appreciation on investments		3,463,222

Unrealized gain on investments		3,463,222

Net increase in members’ capital resulting from operations	$	13,162,153

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Changes in Members’ Capital

For the period from March 22, 2023 (commencement of operations) through December 31, 2023


	Managing Member		Members			Total
Members’ Capital - March 22, 2023	$	—	$	—		$	—
Contributions from members		—		262,173,775			262,173,775
Distributions to members		—		(11,016,456	)		(11,016,456	)
Net increase in members’ capital resulting from operations		—		13,162,153			13,162,153
Offering costs		—		(196,277	)		(196,277	)

Members’ Capital - December 31, 2023	$	—	$	264,123,195		$	264,123,195

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Cash Flows

For the period from March 22, 2023 (commencement of operations) through December 31, 2023


Cash flows from operating activities:
Net increase in members’ capital resulting from operations	$	13,162,153
Adjustments to reconcile net increase in members’ capital resulting from operations:
Purchase of investment		(259,213,502	)
Net change in unrealized appreciation on investments		(3,463,222	)
Changes in operating assets and liabilities:
Dividend receivable		(2,363,636	)
Expense reimbursement receivable		(695,000	)
Prepaid fees		(415,840	)
Due from affiliates		(121,366	)
Interest receivable		(15,118	)
Due to affiliates		347,918
Incentive fee payable		921,993
Management fees payable		168,848
Professional fees payable		122,062
Accounting fees payable		100,875
Accounts payable and accrued liabilities		27,876

Net cash and cash equivalents used in operating activities		(251,435,959	)
Cash flows from financing activities:
Contributions from members		262,173,775
Distributions to members, net of due to members		(8,632,615	)
Offering costs		(196,278	)

Net cash and cash equivalents provided by financing activities		253,344,882

Net increase in cash and cash equivalents		1,908,923
Cash and cash equivalents, March 22, 2023		—

Cash and cash equivalents, December 31, 2023	$	1,908,923

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 1 – Organization

Cresset Partners Private Credit Fund, LLC, a Delaware limited liability company (the “Fund”), was formed May 19, 2022, and commenced operations March 22, 2023. Cresset Partners Private Credit Fund MM, LLC, a Delaware limited liability company, serves as the manager (the “Managing Member”) of the Fund. The Fund was organized for the purpose of investing in a diversified portfolio of senior secured first lien and unitranche loans and other credit investments. Although the Fund anticipates that its assets will primarily be invested in senior secured first lien loans, the Fund also expects to invest, directly or indirectly, in a diversified mix of second lien, mezzanine loans and/or subordinated notes, as well as non-cash pay or pay-in-kind instruments and preferred equity by the Fund investing through other private credit strategy vehicles.

The Fund serves as the investment vehicle (or “Master Fund”) for Cresset Partners Private Credit Fund (Onshore Feeder), LLC (the “Feeder Fund”), a Delaware limited liability company, formed to hold certain investments on behalf of tax-exempt investors. The Feeder Fund invests in the Fund through Cresset Partners Private Credit Fund (Delaware Blocker), LLC (the “Blocker”), a blocker entity taxed as a corporation for U.S. federal income tax purposes. As of December 31, 2023, the Feeder Fund represented approximately 17.85% of members’ capital of the Fund.

Under the terms of the amended and restated limited liability company agreement (the “Agreement”), the term of the Fund will be perpetual, subject to the Managing Member’s right in its sole discretion to dissolve and liquidate the Fund. Capitalized terms used but not defined herein have the same meanings as in the Agreement.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation: As provided by Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, the Fund has determined that it meets the definition of an investment company and therefore follows specialized accounting and reporting guidance for investment companies.

The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Principles of Consolidation: In accordance with FASB ASC 810, Consolidation, the Fund consolidated entities in which it is determined to have a controlling financial interest. As of December 31, 2023, the Fund consolidated its wholly-owned subsidiary, CPCF SPV, LLC.

Use of estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 2 – Summary of Significant Accounting Policies (continued)

Cash and cash equivalents: The Fund maintains its cash balances in financial institutions located in the United States of America, which at times may exceed federally insured limits. These balances are insured by the Federal Deposit Insurance Corporation up to the federally insured limits. The Fund has not experienced any losses with these balances and monitors the creditworthiness of the financial institutions in which it conducts business. The Fund believes it is not exposed to any significant credit risk on its cash and cash equivalents balances.

The Fund considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents. As of December 31, 2023, the Fund held $1,871,085 of cash equivalents, which consists of 1,871,085 shares of Fidelity Money Market Cash Reserves. Each share is valued at $1 and collectively represent 0.71% of the Fund’s Members’ capital. Investments in money market funds represent Level 1 investments within the GAAP fair value hierarchy. Level 1 represents quoted prices that are available in active markets for identical investments as of the measurement date.

Organizational Costs: Organizational costs are expensed as incurred. Any expenses incurred by the Managing Member and its Affiliates, as defined in the Agreement, are reimbursable by the Fund, as defined in the Agreement.

Offering Costs: Offering costs represent costs incurred in connection with the offering of member interests. These costs are reflected as a direct reduction of members’ capital. As of December 31, 2023, the Fund incurred costs of $196,277, which were incurred in connection with the issuance and marketing of beneficial interests in the Fund, which were charged against the members’ capital accounts.

Investment and related dividend income: Interest income on cash and cash equivalents is recognized when earned and is presented as Investment Income in the consolidated statement of operations. Realized gains and losses from portfolio investment transactions are reported on an identified-cost basis. Changes in the fair value of the investment are included as an increase or decrease in unrealized appreciation or depreciation on investments in the consolidated statement of operations. Dividends distributed from portfolio investments are recorded on ex-dividend date and are included in Dividend distributions from underlying investments in the consolidated statement of operations.

Expenses: The Fund recognizes expenses as incurred. The Fund is responsible for the ordinary and necessary expenses of its operations including, but not limited to, legal, audit, administrative and other general operational expenses.

Investment valuation: The Fund values private investment companies using the net asset values provided by the underlying private investment companies as a practical expedient. The Fund applies the practical expedient to private investment companies on an investment-by investment basis, and consistently with the Fund’s entire position in a particular investment, unless it is probable that the Fund will sell a portion of an investment at an amount different from the net asset value (NAV) of the investment. Amounts shown in expenses in the consolidated statement of operations include only those expenses charged directly to the Fund and do not reflect management fees and expenses incurred by the portfolio investments in which the Fund is invested. These amounts are included in unrealized appreciation on investments. Redemptions are only permitted at the discretion of the private investment companies. The underlying unfunded commitment is $86,433,133. The agreements of the underlying funds provide for term extensions similar to those of the Fund. Accordingly, it is not reasonably possible to ascertain the timeline by which the investments of the underlying funds will be monetized and the applicable sales proceeds distributed to the Fund.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 2 – Summary of Significant Accounting Policies (continued)

Fees, Expenses, and Incentive Allocations: Investment Sponsors who operate Investment Funds in which the Fund invests may receive fees for their services. The fees indirectly borne by the Fund may include a portion of the Investment Funds asset-based fees, incentive allocations, carried interest or fees and operating expenses. These fees are deducted directly from the Investment Funds assets in accordance with their governing documents. Some or all of the Investment Funds in which the Fund invests charge carried interest, incentive fees or allocations based on the Investment Funds’ performance.

Allocation of Profits and Losses: Items of income, gain, loss, or deduction for any fiscal period shall be allocated among the Members, including the Managing Member, in such a manner that, as of the end of such fiscal period and to the extent possible, the capital account of each Member and the Managing Member shall be equal to the respective net amount, positive or negative, which would be distributed to such individual or entity if the Fund were to liquidate its assets and distribute the proceeds.

Income taxes: The Fund is generally not subject to federal income tax but may be subject to certain state taxes. Each Member is individually liable for taxes on their share of the Fund’s income or loss. The Fund files U.S. federal and various state income tax returns. In accordance with GAAP, the Fund evaluates tax positions taken or expected to be taken to determine whether it is more likely than not that such positions would be sustained upon examination by a taxing authority for all open tax years. The Fund has determined there were no material uncertain tax positions as of December 31, 2023. The Fund is subject to examination in its major jurisdictions under varying statutes of limitations (generally three years for filed returns). The Fund is not aware of any tax position for which it is reasonably possible that the unrecognized tax position will change materially in the next twelve months. As a result, no income tax liability or expense, including interest and penalties, has been recorded within these consolidated financial statements.

Fair Value Measurements: The Fund values its investments in accordance with the fair value principles established by FASB Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 2 – Summary of Significant Accounting Policies (continued)

Fair Value Measurements (continued)

ASC 820 also requires enhanced disclosure about investments that are measured and reported at fair value and the effect of fair value measurements on earnings. The fair value hierarchy under ASC 820 is categorized into three levels on the inputs as follows:

Level 1 – Valuations are based on unadjusted, quoted, or published prices in active markets for identical assets that the Fund has the ability to access at the measurement date.

Level 2 – Valuations are based on quoted or published prices for similar items in active markets or markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Fund’s investments in portfolio investments are measured using net asset value (NAV) as a practical expedient and are therefore not categorized within the fair value hierarchy.

Deferred Financing Costs: Costs incurred in connection with securing financing are capitalized and amortized over the term of the debt agreements using the straight-line method.

Note 3 – Loan Payable

On March 30, 2023, the Fund entered into a revolving loan facility (the “Loan Facility”) with UMB Bank, N.A. (the “UMB”) as administrative agent, arranger, collateral agent, and the lenders party thereto. The Loan Facility currently provides for borrowings up to $50,000,000 with a maturity date of June 12, 2024. Borrowings under the Loan Facility bear an interest rate of CME Term Secured Overnight Financing Rate (1 month with 0% floor) plus a margin of 2.50%, adjusting daily. The Fund has pledged all the assets held by the Fund to UMB as the collateral agent, to secure its obligations under the Loan Facility. As of December 31, 2023, there was no outstanding balance of the Loan Facility and no interest payable.

Note 4 – Members’ Capital

As of December 31, 2023, the Fund has called $255,678,207 of the members’ total commitments of $345,236,457. As of December 31, 2023, the members’ unfunded commitments are $89,558,250. The contributed capital ratio of 74.1% is calculated using the Fund ‘s total contributed capital as a proportion of the Fund ‘s total committed capital as of December 31, 2023. Pursuant to the Agreement, additional capital may be committed and called.

The Managing Member has established a Dividend Reinvestment Program (“DRIP”) to facilitate the reinvestment of current income that would otherwise be distributed to members. DRIP reinvestments were $6,495,568 as of December 31, 2023.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 4 – Members’ Capital (continued)

Capital contributions are due from the members within 5 business days of advance notice from the Managing Member and are subject to certain limitations. Each capital contribution shall be made in proportion to the Member’s unfunded capital commitments.

Members may, upon 90 calendar days’ prior written notice, request redemption of all or part of such member’s capital account balance as of the last day of any fiscal quarter that occurs on or after the date immediately following the three year anniversary of that member’s commitment to the Fund. The lockup period, as defined in the Agreement, with respect to each Capital Commitment of a member, will commence on the due date of the first capital contribution by the member with respect to such Capital Commitment and ending on the three-year anniversary of such date. The lockup period for each member will be determined separately for each capital commitment or increased capital commitment.

Note 5 – Related Party Transactions

The Fund considers the Managing Member or any of their respective affiliates thereof to be related parties of the Fund. At December 31, 2023, the amount due to affiliates is $347,918 and the amount due from affiliates is $121,366.

The Managing Member receives an administrative fee, payable in advance, in an amount equal to 0.20% per annum of the net asset value of each member’s capital account as of the first day of each calendar quarter.

The Managing Member, in its discretion, may waive all or any part of the administrative fee due in respect of any capital account. The administrative fee for the period March 22, 2023 (commencement of operations) to December 31, 2023, totaled $168,848.

In addition, the Managing Member may earn an incentive fee equal to 8% of the net profits from each Class A capital account and 10% of the net profits from each Class B capital account, if any, as of the end of each calendar quarter (the “Calculation Date”). The net profits for each member will be determined with respect to each member as the sum of the amount by which the net asset value of such member’s capital account as of quarter end exceeds the net asset value of such member’s capital account as of the beginning of the applicable calculation period. The calculation period will be determined as the period ending on such Calculation Date and beginning on the later of the (i) date that is thirty-six (36) months prior to such Calculation Date and (ii) due date of the first capital contribution by such member.

Incentive fee will only be made to the extent that after doing so the net asset value of each Class A and Class B capital account equals or exceeds its “Hurdle” for the current quarter. The Hurdle for a capital account with respect to each calculation period an amount of net profits equal to 6% per annum, prorated for partial calendar quarters.

The Managing Member may waive or reduce the incentive fee for certain members at its sole discretion. The incentive fee for the period March 22, 2023 (commencement of operations) to December 31, 2023, totaled $921,993.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 5 – Related Party Transactions (continued)

The Fund has entered into a Expense Limitation and Reimbursement Agreement dated as of September 29, 2023 with the Manager Member and Cresset Partners Private Credit Fund Manager, LLC (“Management Company”), and together with the Managing Member, (“Cresset”). Pursuant to the agreement, Cresset agrees to pay or assume certain expenses of the Fund for the period beginning April 1, 2023 and ending on March 31, 2024. The Fund agrees to carry forward, for a period not to exceed five years from the date on which an expense reimbursement is made by Cresset, all fees and expenses in excess of the Expense Limit that have been paid or assumed by Cresset, and to repay Cresset such amounts, provided the Fund is able to effect such repayment and remain in compliance with the Expense Limit. For the period from March 22, 2023 (commencement of operations) through December 31, 2023, the Fund incurred $695,000 of expenses under the agreement, which is included in expense reimbursement in the consolidated statement of operations.

Note 6 – Commitments and Contingencies

In the normal course of business, from time to time, the Fund is involved in legal actions relating to the development, ownership and operation of the investments. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material impact on the Fund’s financial position, results of operations or liquidity.

Note 7 – Risks

The Fund enters into certain contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Fund’s portfolio investments include illiquid, non-publicly traded securities. Since these investments are illiquid, the investments can be subject to a variety of restrictions on resale, and there can be no assurance that the Fund will be able to realize the value of such investments in a timely manner. Risks affecting these portfolio companies include, but are not limited to increasing competition, rapid changes in technology and changes in market and economic conditions. These factors could have a negative effect on the ultimate realizable value of the Fund’s investments. Market risk represents the potential loss in value of investments caused by movements in market variables, such as interest rates, foreign exchange rates, availability of credit, and equity prices. Debt investments are subject to credit risk which includes risk of early payment and default by the issuer. Lack of controlling equity interests and the leveraged nature of portfolio companies imposes risk of loss on the Fund as well.

The Fund is exposed to credit risk due to the potential failure of the Member to meet capital calls. Although the Managing Member has various remedies to address a default by the Member, this could result in the Fund not being able to meet its investment commitments which could adversely impact the valuation of the Fund’s investments.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period from March 22, 2023 (commencement of operations) through December 31, 2023

Note 8 – Financial Highlights

The following summarizes the Fund’s financial highlights, consisting of total return and expense and net investment income ratios, for the period March 22, 2023 (commencement of operations) through December 31, 2023:


Ratios to average Members’ Capital⁽¹⁾
Expenses before expense reimbursement⁽³⁾	2.22	%
Expense reimbursement	-0.47	%

Expenses after expense reimbursement⁽³⁾	1.75	%

Net investment income⁽³⁾	8.36	%
Internal rate of return since inception through December 31, 2023⁽²⁾	11.92	%

(1)	Ratios are calculated for all members taken as a whole. An individual member’s ratios and returns may vary based upon each investor’s individual circumstances.

(2)	Internal rate of return was computed from inception of the Fund, based on actual dates of cash inflows and outflows of the members’ capital and including ending members’ capital values as of each measurement date. The internal rate of return is shown net of management fees.

(3)	The ratios, excluding nonrecurring expenses, have been annualized.

Note 9 – Indemnifications

The Fund has provided general indemnification to the Managing Member and the Member, any affiliates of the Managing Member and the Member, and any person acting on behalf of Managing Member and the Member or such affiliate when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expects the risk of having to make payments under these general business indemnifications to be remote.

Note 10 – Subsequent Events

The Managing Member has evaluated the impact of subsequent events through June 28, 2024, the date the consolidated financial statements were to be issued.

On April 29, 2024, the Fund entered into a new investment vehicle managed by NXT Capital Investments Advisers, LLC. For the period January 1, 2024 through June 28, 2024 the Fund made contributions of $50,484,255 to the investment.

On June 6, 2024, the Loan Facility with UMB was amended to extend the maturity date to June 12, 2025.

LOGO

Cresset Partners Private Credit Fund, LLC

Consolidated Financial Statements

(Unaudited)

As of September 30, 2024 and for the period

January 1, 2024 through September 30, 2024

LOGO

Cresset Partners Private Credit Fund, LLC

Table of Contents


	Page

Consolidated Financial Statements (Unaudited):

Consolidated Statement of Assets, Liabilities, and Members’ Capital		1

Consolidated Schedule of Portfolio Investments		2

Consolidated Statement of Operations		3

Consolidated Statement of Changes in Members’ Capital		4

Consolidated Statement of Cash Flows		5

Notes to Consolidated Financial Statements		6-13

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Assets, Liabilities and Members’ Capital

September 30, 2024 (Unaudited)


Assets
Investments, at fair value (cost of $486,597,274)	$	504,283,806
Cash and cash equivalents		37,497,377
Due from affiliates		4,308,821
Other assets		243,247

Total Assets	$	546,333,250

Liabilities and Members’ Capital
Liabilities:
Member contributions received in advance	$	45,750,000
Due to affiliates		4,535,272
Incentive fee payable		3,776,580
Due to members		209,192
Administrative fees payable		661,578
Professional fees payable		296,994
Offering fees payable		53,210
Accounting fees payable		48,792
Accounts payable and accrued liabilities		58,727

Total Liabilities		55,390,345

Members’ Capital		490,942,905

Total Liabilities and Members’ Capital	$	546,333,250

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Schedule of Portfolio Investments

September 30, 2024 (Unaudited)


							Percent of
							Members’
Portfolio Company:	Acquisition Date		Cost		Fair Value		Capital
Investment Funds: ^(a)
United States
Private Credit
Barings Private Credit Corporation		3/30/2023	$	93,396,635	$	94,744,176		19.30	%
Churchill CPCF Fund LLC		7/6/2023		74,500,000		77,767,001		15.84	%
CPCF BPCC, LLC ^(b)		6/23/2023		92,190,000		91,646,014		18.67	%
Great Lakes CPCF SPV LLC ^(c)		11/17/2023		151,975,193		162,636,117		33.13	%
NXT Capital CPCF CLO-1, LLC		4/30/2024		74,535,446		77,490,498		15.78	%

			$	486,597,274	$	504,283,806		102.72	%

(a)	Income producing securities, which are restricted as to public resale and illiquid.

(b)	CPCF does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.

(c)	Great Lakes CPCF SPV LLC is majority owned by Cresset Partners Private Credit Fund, LLC.

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Operations

For the period January 1, 2024 through September 30, 2024 (Unaudited)


Investment income:
Dividend distributions from underlying investments	$	29,106,693
Interest income		640,593

Total investment income		29,747,286
Expenses:
Incentive fees		2,854,588
Administrative fees		492,730
Professional fees		428,622
Interest expense		161,764
Accounting fees		110,588
Organizational expenses		88,590
Other expenses		39,160

Total expenses before expense reimbursement		4,176,042
Expense reimbursement		695,000

Total expenses after expense reimbursement		4,871,042

Net investment income		24,876,244

Unrealized gain on investments:
Net unrealized appreciation on investments		14,223,310

Unrealized gain on investments		14,223,310

Net increase in members’ capital resulting from operations	$	39,099,554

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Changes in Members’ Capital

For the period January 1, 2024 through September 30, 2024 (Unaudited)


	Managing Member		Members			Total
Members’ Capital - December 31, 2023	$	—	$	264,123,195		$	264,123,195
Contributions from members		—		223,452,018			223,452,018
Distributions to members		—		(35,614,092	)		(35,614,092	)
Net increase in members’ capital resulting from operations		—		39,099,554			39,099,554
Offering costs		—		(117,770	)		(117,770	)

Members’ Capital - September 30, 2024	$	—	$	490,942,905		$	490,942,905

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Consolidated Statement of Cash Flows

For the period January 1, 2024 through September 30, 2024 (Unaudited)


Cash flows from operating activities:
Net increase in members’ capital resulting from operations	$	39,099,554
Adjustments to reconcile net increase in members’ capital resulting from operations:
Purchase of investment		(268,088,085	)
Net change in unrealized appreciation on investments		(14,223,310	)
Return of capital from investments		40,704,315
Changes in operating assets and liabilities:
Dividend receivable		2,363,636
Due from affiliates		(4,187,455	)
Expense reimbursement receivable		695,000
Interest receivable		15,118
Other assets		172,593
Due to affiliates		4,187,354
Incentive fee payable		2,854,587
Administrative fees payable		492,730
Professional fees payable		174,932
Accounting fees payable		(52,083	)
Accounts payable and accrued liabilities		30,851

Net cash and cash equivalents used in operating activities		(195,760,263	)
Cash flows from financing activities:
Contributions from members, net of contributions received in advance		269,202,018
Distributions to members, net of due to members		(37,788,741	)
Offering costs		(64,560	)

Net cash and cash equivalents provided by financing activities		231,348,717

Net increase in cash and cash equivalents		35,588,454
Cash and cash equivalents, December 31, 2023		1,908,923

Cash and cash equivalents, September 30, 2024	$	37,497,377

See accompanying notes to the consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 1 – Organization

During November 2024, the Managing Member entered into an agreement with StepStone Group Private Wealth, LLC (“StepStone”) to sell substantially all of the assets of the Fund to StepStone Private Credit Income Fund (“CRDEX”) in exchange for Class I shares of CRDEX effective as of January 1, 2025. As part of this transaction, effective December 31, 2024, the Feeder Fund is anticipated to make a full redemption from the Blocker and subsequently transfer all assets and liabilities and members’ capital to the Fund. As part of the transfer, all investors in the Feeder Fund are anticipated to become members of the Fund as of December 31, 2024. As of September 30, 2024, the Feeder Fund represented approximately 19.28% of members’ capital of the Fund.

Note 2 – Summary of Significant Accounting Policies

Basis of presentation: As provided by Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, the Fund has determined that it meets the definition of an investment company and therefore follows specialized accounting and reporting guidance for investment companies.

The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation.

Principles of Consolidation: In accordance with FASB ASC 810, Consolidation, the Fund consolidated entities in which it is determined to have a controlling financial interest. As of September 30, 2024, the Fund consolidated its wholly-owned subsidiary, CPCF SPV, LLC.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Use of estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

Cash and cash equivalents: The Fund maintains its cash balances in financial institutions located in the United States of America, which at times may exceed federally insured limits. These balances are insured by the Federal Deposit Insurance Corporation up to the federally insured limits. The Fund has not experienced any losses with these balances and monitors the creditworthiness of the financial institutions in which it conducts business. The Fund believes it is not exposed to any significant credit risk on its cash and cash equivalents balances.

The Fund considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents. As of September 30, 2024, the Fund held $13,238,604 of cash equivalents, which consists of 13,238,604 shares of Fidelity Money Market Cash Reserves. Each share is valued at $1 and collectively represent 2.70% of the Fund’s Members’ capital. Investments in money market funds represent Level 1 investments within the GAAP fair value hierarchy. Level 1 represents quoted prices that are available in active markets for identical investments as of the measurement date.

Offering Costs: Offering costs represent costs incurred in connection with the offering of member interests. These costs are reflected as a direct reduction of members’ capital. As of September 30, 2024, the Fund incurred costs of $117,770, which were incurred in connection with the issuance and marketing of beneficial interests in the Fund, which were charged against the members’ capital accounts.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Investment valuation: The Fund values private investment companies using the net asset values provided by the underlying private investment companies as a practical expedient. The Fund applies the practical expedient to private investment companies on an investment-by investment basis, and consistently with the Fund’s entire position in a particular investment, unless it is probable that the Fund will sell a portion of an investment at an amount different from the net asset value (NAV) of the investment. Amounts shown in expenses in the consolidated statement of operations include only those expenses charged directly to the Fund and do not reflect management fees and expenses incurred by the portfolio investments in which the Fund is invested. These amounts are included in unrealized appreciation on investments. Redemptions are only permitted at the discretion of the private investment companies. The underlying unfunded commitment is $93,285,047. The agreements of the underlying funds provide for term extensions similar to those of the Fund. Accordingly, it is not reasonably possible to ascertain the timeline by which the investments of the underlying funds will be monetized and the applicable sales proceeds distributed to the Fund.

Income taxes: The Fund is generally not subject to federal income tax but may be subject to certain state taxes. Each Member is individually liable for taxes on their share of the Fund’s income or loss. The Fund files U.S. federal and various state income tax returns. In accordance with GAAP, the Fund evaluates tax positions taken or expected to be taken to determine whether it is more likely than not that such positions would be sustained upon examination by a taxing authority for all open tax years. The Fund has determined there were no material uncertain tax positions as of September 30, 2024. The Fund is subject to examination in its major jurisdictions under varying statutes of limitations (generally three years for filed returns). The Fund is not aware of any tax position for which it is reasonably possible that the unrecognized tax position will change materially in the next twelve months. As a result, no income tax liability or expense, including interest and penalties, has been recorded within these consolidated financial statements.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Fair Value Measurements: (continued)

Level 1 – Valuations are based on unadjusted, quoted, or published prices in active markets for identical assets that the Fund has the ability to access at the measurement date.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Fund’s investments in portfolio investments are measured using net asset value (NAV) as a practical expedient and are therefore not categorized within the fair value hierarchy. LOGO

Deferred Financing Costs: Costs incurred in connection with securing financing are capitalized and amortized over the term of the debt agreements using the straight-line method.

Note 3 – Loan Payable

On March 30, 2023, the Fund entered into a revolving loan facility (the “Loan Facility”) with UMB Bank, N.A. (the “UMB”) as administrative agent, arranger, collateral agent, and the lenders party thereto. The Loan Facility currently provides for borrowings up to $50,000,000 with a maturity date of June 12, 2025. Borrowings under the Loan Facility bear an interest rate of CME Term Secured Overnight Financing Rate (1 month with 0% floor) plus a margin of 2.50%, adjusting daily. The Fund has pledged all the assets held by the Fund to UMB as the collateral agent, to secure its obligations under the Loan Facility. As of September 30, 2024, there was no outstanding balance of the Loan Facility and no interest payable.

Note 4 – Members’ Capital

As of September 30, 2024, the Fund has called $460,623,547 of the members’ total commitments of $530,514,547. As of September 30, 2024, the members’ unfunded commitments are $69,891,000. The contributed capital ratio of 91.17% is calculated using the Fund’s total contributed capital as a proportion of the Fund’s total committed capital as of September 30, 2024. Pursuant to the Agreement, additional capital may be committed and called.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 4 – Members’ Capital (continued)

Note 5 – Related Party Transactions

The Fund considers the Managing Member or any of their respective affiliates thereof to be related parties of the Fund. At September 30, 2024, the amount due to affiliates is $4,535,272 and the amount due from affiliates is $4,308,821.

A summary of the Fund’s transactions in shares of affiliated investment funds during the period January 1, 2024 through September 30, 2024 is as follows:


												Change in
	Fair Value,									Realized		Unrealized		Fair Value,
	December 31,				Proceeds			Dividend		Gain		Appreciation		September 30,
	2023		Purchases		from Sales			Income		(Loss)		(Depreciation)		2024
Affiliated Investment Funds	$	136,487,789		150,552,640		(40,704,315	)		16,708,439		—		7,946,017	$	254,282,131

The Managing Member, in its discretion, may waive all or any part of the administrative fee due in respect of any capital account. The administrative fee for the period January 1, 2024 through September 30, 2024, totaled $492,730.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 5 – Related Party Transactions (continued)

Incentive fee will only be made to the extent that after doing so the net asset value of each Class A and Class B capital account equals or exceeds its “Hurdle” for the current quarter. The Hurdle for a capital account with respect to each calculation period is an amount of net profits equal to 6% per annum, prorated for partial calendar quarters.

The Managing Member may waive or reduce the incentive fee for certain members at its sole discretion. The incentive fee for the period January 1, 2024 through September 30, 2024, totaled $2,854,588.

The Fund has entered into a Expense Limitation and Reimbursement Agreement dated as of September 29, 2023 with the Manager Member and Cresset Partners Private Credit Fund Manager, LLC (“Management Company”), and together with the Managing Member, (“Cresset”). Pursuant to the agreement, Cresset agrees to pay or assume certain expenses of the Fund for the period beginning April 1, 2023 and ending on March 31, 2024. The Fund agrees to carry forward, for a period not to exceed five years from the date on which an expense reimbursement is made by Cresset, all fees and expenses in excess of the Expense Limit that have been paid or assumed by Cresset, and to repay Cresset such amounts, provided the Fund is able to effect such repayment and remain in compliance with the Expense Limit. For the period January 1, 2024 through September 30, 2024, the Fund repaid $695,000 in expense previously reimbursed under the agreement which is included in expense reimbursement in the consolidated statement of operations.

Note 6 – Commitments and Contingencies

Note 7 – Risks

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 7 – Risks (continued)

Note 8 – Financial Highlights

The following summarizes the Fund’s financial highlights, consisting of total return and expense and net investment income ratios, for the period January 1, 2024 through September 30, 2024:


Ratios to average Members’ Capital⁽¹⁾
Expenses before expense reimbursement⁽³⁾	1.39	%
Expense reimbursement	0.14	%

Expenses after expense reimbursement⁽³⁾	1.53	%

Net investment income ⁽³⁾	8.13	%
Internal rate of return since inception through December 31, 2023⁽²⁾	11.92	%
Internal rate of return since inception through September 30, 2024⁽²⁾	13.40	%

(1)	Ratios are calculated for all members taken as a whole. An individual member’s ratios and returns may vary based upon each investor’s individual circumstances.

(2)	Internal rate of return was computed from inception of the Fund, based on actual dates of cash inflows and outflows of the members’ capital and including ending members’ capital values as of each measurement date. The internal rate of return is shown net of management fees.

(3)	The ratios, excluding nonrecurring expenses, have been annualized.

Note 9 – Indemnifications

Note 10 – Subsequent Events

The Managing Member has evaluated the impact of subsequent events through December 31, 2024, the date the consolidated financial statements were to be issued.

Cresset Partners Private Credit Fund, LLC

Notes to Consolidated Financial Statements

For the period January 1, 2024 through September 30, 2024 (Unaudited)

Note 10 – Subsequent Events (continued)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, Terry Prather, hereby constitutes and appoints Robert W. Long, Kimberly Zeitvogel, and Dean Caruvana and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, in any and all capacities, to sign any and all registration statements of StepStone Private Credit Income Fund, and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: May 23, 2024

/s/ Terry Prather

Terry Prather