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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549   FORM 10-K   (Mark One) ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2019 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from
 to Commission file number 814-01196   AB Private Credit Investors Corporation (Exact Name of Registrant as Specified in Its Charter)    Maryland

81-2491356(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)1345 Avenue of the Americas
New York, NY

10105(Address of Principal Executive Offices)

(Zip Code) Registrants Telephone Number, Including Area Code: (212)
969-1000 Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Trading Symbol(s)

Name of exchange on which registered



 Securities registered pursuant to Section 12(g) of the Act: Title of each class Common stock, 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 13 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).    Yes ☒    No ☐ Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☐Non-Accelerated filer

☒

Smaller reporting company

☐Emerging Growth Company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange
Act of 1934).    Yes ☐    No ☒ There is no established public market for the issuers
common stock. The issuer had 14,627,400.975 shares of common stock, $0.01 par value per share, outstanding as of March 30, 2020.




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AB PRIVATE CREDIT INVESTORS CORPORATION FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2019 Table of Contents  Index

PagePART I


2Item 1.

Business


2Item 1A.

Risk Factors


26Item 1B

Unresolved Staff Comments


53Item 2.

Properties


53Item 3.

Legal Proceedings


53Item 4.

Mine Safety Disclosures


53PART II


54Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


54Item 6.

Selected Financial Data


56Item 7.

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


57Item 7A.

Quantitative and Qualitative Disclosures About Market Risk


75Item 8.

Consolidated Financial Statements and Supplementary Data


75Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


75Item 9A.

Controls and Procedures


76Item 9B.

Other Information


76PART III


76Item 10.

Directors, Executive Officers and Corporate Governance


76Item 11.

Executive Compensation


81Item 12.

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


82Item 13.

Certain Relationships and Related Transactions, and Director Independence


82Item 14.

Principal Accountant Fees and Services


85PART IV


86Item 15.

Exhibits, Consolidated Financial Statement Schedules


86Item 16

Form 10-K Summary


89SIGNATURES


90




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CERTAIN DEFINITIONS Except as otherwise specified in this Annual Report on Form 10-K (Annual Report), the terms we,
us, our, and the Fund refer to AB Private Credit Investors Corporation. CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. Such statements
involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. 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. Words such as anticipates, expects, intends, plans, will,
may, continue, believes, seeks, estimates, would, could, should, targets, projects, outlook, 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 without limitation:  

an economic downturn could impair our portfolio companies ability to continue to operate, which could lead
to the loss of some or all of our investments in such portfolio companies;  

such an economic downturn could disproportionately impact the companies that we intend to target for investment,
potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;  

pandemics or other serious public health events, such as the recent global outbreak of a novel strain of the
coronavirus, commonly known as COVID-19;  

a contraction of available credit and/or an inability to access the equity markets could impair our lending and
investment activities;  

interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of
our investment strategy;  

our future operating results;  

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

our contractual arrangements and relationships with third parties;  

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

competition with other entities and our affiliates for investment opportunities;  

the speculative and illiquid nature of our investments;  

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

the adequacy of our financing sources and working capital;  

the loss of key personnel;  

the timing of cash flows, if any, from the operations of our portfolio companies;  

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

the ability of the Adviser to attract and retain highly talented professionals;  

our ability to qualify and maintain our qualification as a regulated investment company (RIC) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), and as a business development company (BDC);  

the effect of legal, tax and regulatory changes; and  

the other risks, uncertainties and other factors we identify under Risk Factors of this Annual Report
on Form 10-K. Although we believe that the assumptions on which these forward-looking
statements are based are reasonable, any of those 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 statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled  1




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Risk Factors and elsewhere in this report. These forward-looking statements apply only as of the
date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Annual Report are excluded from the safe harbor protection provided by
Section 
21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) because we are an investment company. PART
 I  Item 1.
Business The Fund was formed on February 6, 2015 as a corporation under the laws of the State of Maryland. The Fund is structured as an externally
managed, non-diversified, closed-end management investment company. The Fund was formed to invest primarily in primary-issue middle-market credit opportunities that are
directly sourced and privately negotiated. The Fund commenced investment operations on November 15, 2017 (Commencement). We are advised by AB Private Credit Investors LLC (the Adviser), which is registered with the
Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940, as amended (the Advisers Act). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective
investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. State Street Bank and Trust Company (the Administrator) provides the administrative services necessary for the
Fund to operate. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the 1940 Act).
We have also elected to be treated and intend to qualify annually as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, respectively, we are and will be required to comply with certain regulatory
requirements. See Business  Regulation as a Business Development Company and Business  Material U.S. Federal Income Tax Considerations. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). We
will remain an emerging growth company for up to five years following our initial public offering, if any, although if the market value of our common stock that is held by non-affiliates exceeds
$700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public
company reporting requirements. The Private Offering We enter into separate subscription agreements with investors providing for the private placement of our common stock
(the Shares) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act, and such offering, the Private Offering). Each investor makes a capital
commitment (a Capital Commitment) to purchase Shares pursuant to a subscription agreement. Investors are required to make capital contributions to purchase Shares each time we deliver a capital call notice, which is issued based on our
anticipated investment activities and capital needs, delivered at least 10 business days prior to the required funding date, provided that investors may fund such requirements sooner than the deadline as agreed between the Fund and the investor.
Generally, purchases of our Shares are made pro rata in accordance with each investors Capital Commitment, in an amount not to exceed each investors remaining capital commitment (Remaining Commitment), at a per-Share price equal to the net asset value per share of our common stock subject to any adjustments. Pursuant to the Private Offering, our initial closing occurred on September 29, 2017, and the Fund
commenced investment operations on November 15, 2017. The Fund may accept additional Capital Commitments quarterly (Subsequent
Closings) from new investors as well as existing investors that wish to increase their commitment and shareholding in the Fund. These Subsequent Closings are expected to occur on a calendar-quarter end based on investor interest as well as the
state of the market and our capacity to invest the additional capital within a reasonable period. Each Capital Commitment is for the life of the Fund or for a shorter period based on the investors liquidation election, subject to the
Funds receipt of exemptive relief that would permit stockholders to liquidate their investments pursuant to transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be established. We entered into a credit agreement (the HSBC Credit Agreement) to establish a revolving credit facility (the HSBC Credit
Facility) with HSBC Bank USA, National Association (HSBC) as administrative agent (the Administrative Agent) and any other lender that becomes a party to the HSBC Credit Facility in accordance with the terms of the HSBC
Credit Facility, as lenders. As part of the HSBC Credit Facility and any other future credit facility we enter into, the right to make capital calls of stockholders may be pledged as collateral to a lender, which will be able to call for capital
contributions upon the occurrence of an event of default under such related credit facility. To the extent such an event of default does occur, stockholders could therefore be required to fund any shortfall up to their Remaining Capital Commitments,
without regard to the underlying value of their investment. See Risk Factors  The right to make capital calls of stockholders may be pledged as collateral under the Credit Facilities or any other future borrowing facility.  2




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On January 30, 2019, ABPCIC Funding I LLC (ABPCIC Funding) entered into a
credit agreement (the Barclays Credit Agreement, together with all ancillary documents thereto, the Barclays Credit Facility) with Barclays Bank PLC, New York Branch (Barclays) as facility agent (in such
capacity, the Facility Agent) and U.S. Bank National Association (U.S. Bank) as collateral agent (in such capacity, the Collateral Agent), collateral administrator (in such capacity, the Collateral
Administrator) and custodian (in such capacity, the Custodian). The Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. The Barclays Credit Facility was in effect during 2019, but was
terminated on August 9, 2019. On August 9, 2019, ABPCI Direct Lending Fund CLO VI Ltd (the Issuer) and ABPCI Direct
Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the Co-Issuer, and together with the Issuer, the
Co-Issuers), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the CLO Transaction). The stated reinvestment date is August 9, 2022.
The CLO Transaction was executed through a private placement and the notes offered (the Notes). See Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations  Debt
Securitization. General We are structured as an externally managed, non-diversified
closed-end management investment company. We expect to operate as a private BDC and to conduct a private offering to investors in reliance on exemptions from the registration requirements of the
Securities Act while we invest the proceeds of the Private Offering. We are an emerging growth company under the JOBS Act. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public
company reporting requirements. Our investment objective is to generate current income and prioritize capital preservation through a
portfolio that primarily invests in directly-originated, privately-negotiated, secured, middle market loans. We will invest at least 80% of our assets in debt instruments. We intend to invest in middle-market businesses based in the United States,
which we generally define as having enterprise values between $75 million and $500 million. However, from time to time, we may invest in larger or smaller companies. We expect that the primary use of proceeds by the companies in which the
Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital. As of December 31, 2019, our investment portfolio totaled $345,025,318 and consisted primarily of senior debt. We will seek to build the Funds portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and
sector verticals by targeting companies with strong underlying business models and durable intrinsic value. We expect to continue to make
investments primarily through direct originations as well as secondary purchases. Our credit investments will principally take the form of first lien, stretch senior, unitranche, and second lien loans, although the actual mix of instruments pursued
will vary over time depending on our views on how best to optimize risk-adjusted returns. We will also consider unsecured mezzanine debt, structured preferred stock, and non-control equity co-investment opportunities, typically alongside a leading middle market financial sponsor and/or in partnership with a strong management group. We expect our loans will generally carry contractual maturities
between four and six years. We pursue opportunities across a broad range of sectors, including but not limited to, the following end
markets: alarm monitoring; communications and IT infrastructure; energy; enterprise software (including software-as-a-service);
equipment finance; financial technology/transaction processing; franchisors, franchisees, and restaurants; healthcare and healthcare IT; non-discretionary consumer (including certain multi-site retailers);
specialized, value-added manufacturing; specialty finance; technology-enabled services; transportation and logistics; consumer non-cyclical; business services; and education. The Board of Directors Our business and
affairs are managed under the direction of the board of directors (the Board). The Board consists of five members. A majority of the Board will at all times consist of directors who are not interested persons of the Fund, of
the Adviser or of any of their respective affiliates, as defined in the 1940 Act (Independent Directors). The Board is divided into three classes, each serving staggered, three-year terms. The terms of our Class I directors will
expire in 2020, and if reelected by our stockholders, our Class I directors will serve new terms to expire at the 2023 annual meeting of stockholders; the terms of our Class II directors will expire at the 2021 annual meeting of
stockholders; and the term of our Class III director will expire at the 2022 annual meeting of stockholders. See Part III, Item 10  Directors, Executive Officers and Corporate Governance. The Board elects our
officers, who serve at the discretion of the Board. The responsibilities of the Board include quarterly determinations of fair value of our assets, corporate governance activities, oversight of our financing arrangements and oversight of our
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About Our Investment Adviser Our investment activities are managed by our external investment adviser, AB Private Credit Investors LLC. We benefit from the Advisers
ability to identify attractive investment opportunities, conduct due diligence to determine credit risk, and structure and price investments accordingly, as well as manage a diversified portfolio of investments. The Adviser, a wholly-owned
subsidiary of AllianceBernstein L.P. (AB), was formed in April 2014. AB is one of the worlds largest investment management firms, with approximately $623 billion in assets under management as of December 31, 2019, and a
global client base that includes institutions, private clients and retail investors. The Adviser can leverage ABs dedicated economic, fundamental equity, fixed income, and quantitative research groups, as well as experts focused on multi-asset
and alternatives strategies. The Adviser is part of ABs alternative private credit business which, in addition to the Fund and
other private corporate credit strategies managed by the Adviser, consists of investment products and strategies involving commercial real estate debt and residential mortgage credit. ABs private credit business is also part of ABs
larger Alternatives Division, which includes hedge funds of funds, nontraditional bond strategies, and long/short equity strategies for a range of products and strategies in public mutual fund and private fund vehicles. The Adviser benefits from the
resources afforded to it by ABs robust global infrastructure, namely risk management, compliance and investor relations, as well the ABs established public and private credit franchises. The Adviser draws on these resources throughout
its operational and investment processes, as it benefits from the knowledge and oversight of its investment committee (the Investment Committee), which includes individuals from other areas within AB. This creates a forum through which
ABs global perspectives inform our investment efforts in private middle market corporate credit. Approval of Amended and Restated Advisory
Agreement Our Board, at a meeting held on March 28, 2019, approved, and recommended that our stockholders approve, a new
investment advisory agreement between the Company and the Adviser (the Amended and Restated Advisory Agreement). Our stockholders, at a meeting held on September 26, 2019, approved the Amended and Restated Advisory Agreement. On
November 13, 2019, the Fund entered into the Amended and Restated Advisory Agreement with the Adviser, replacing the advisory agreement we entered into with the Adviser on July 27, 2017 (the Advisory Agreement) concurrently
with the effectiveness of the Amended and Restated Advisory Agreement. The Amended and Restated Advisory Agreement is identical in all material respects to the Advisory Agreement, except that (i) it reflects new effective and termination dates
and (ii) the income-based incentive fee has been revised to calculate Pre-incentive Fee Net Investment Income (as defined below), which is expressed as a rate of return on the value of the Funds net
assets, using the Funds average monthly net assets as of the first day of each month in the calendar quarter, rather than using the Funds net assets at the end of the immediately preceding fiscal quarter. The Adviser, for its services to us, will be entitled to receive base management and incentive fees. In addition, under the Amended and
Restated Advisory Agreement and to the extent permitted by applicable law and in the discretion of our Board, we indemnify the Adviser and certain of its affiliates. See Risk Factors Risks Related to our Business
and Structure There are significant potential conflicts of interest which could impact our investment returns; Our incentive fee may inducethe Adviserto
pursue speculative investments and to use leverage when it may be unwise to do so; The compensation we will pay tothe Adviserwas not determined on an
arms-length basis. Thus, the terms of such compensation may be less advantageous to us than if such terms had been the subject of arms-length
negotiations; We may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us. Base Management Fee The base
management fee is payable quarterly in arrears and calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt
instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets is calculated by taking the average of the amount of assets of the Fund at the beginning and
end of each month that occurs during the calculation period. The base management fee is calculated and paid quarterly in arrears, but is accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid. The base management fee for any partial month or quarter will be appropriately prorated. Incentive Fee The incentive fee,
which provides the Adviser with a share of the income that the Adviser generates for us, consists of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one
component may be payable even if the other is not.  4




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Income-Based Incentive Fee: The income-based incentive fee is calculated and payable
quarterly in arrears based on our net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (Pre-incentive Fee Net Investment
Income or PIFNII) for the quarter, as further described below. PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, due diligence, managerial
and consulting fees or other fees we receive from portfolio companies) that we accrue during the fiscal quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement
(the Administration Agreement) we have entered into with the Administrator, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt,
the income-based incentive fee accrued under U.S. generally accepted accounting principles (GAAP). PIFNII also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with
pay in kind interest and zero-coupon securities), accrued income that we have not yet received in cash. Our Adviser is not under any obligation to reimburse us for any part of the income-based incentive fees
it received that was based on accrued interest that we never actually received. See Risk Factors  Risks Relating to Our Business  There are significant potential conflicts of interest which could impact our investment
returns and Risk Factors  Risks Relating to Our Business  Even in the event the value of your investment declines, the base management fee and, in certain circumstances, the incentive fee will still be payable to the
Adviser. PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or
depreciation. Because of the structure of the income-based incentive fee, it is possible that we may accrue such fees in a quarter where we incur a net loss. For example, if we receive PIFNII in excess of the hurdle rate (as defined below) for a
quarter, we will accrue the applicable income-based incentive fee even if we have incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject
to the restrictions detailed at the end of this section. PIFNII, expressed as a rate of return on the average value of the Funds
net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) as of the first day of each month during the course of the immediately preceding calendar quarter, will be compared
to various hurdle rates, with the income-based incentive fee rate of return increasing at each hurdle rate.  LOGO Description of Quarterly Incentive Fee Calculations We pay our Adviser an income-based incentive fee with respect to PIFNII in each calendar quarter as follows:  

No income-based incentive fee in any calendar quarter in which the PIFNII does not exceed 1.5% per quarter (6%
per annum), the 6% Hurdle Rate; and  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 6% Hurdle Rate but is less
than 1.67% in any calendar quarter (the 6% Catch-up Cap), approximately 6.67% per annum. This portion of PIFNII (which exceeds the 6% Hurdle Rate but is less than the 6% Catch-up Cap) is referred to as the 6% Catch-up. The 6% Catch-up is meant to provide the Adviser with 10.0% of the PIFNII
as if a hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; and  

10.0% of the amount of PIFNII, if any, that exceeds the 6% Catch-up Cap,
but is less than 1.94% (the 7% Hurdle Rate), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the PIFNII until the amount of PIFNII exceeds 1.94%, approximately 7.78% per annum; and  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 7% Hurdle Rate but is less
than 2.06% in any calendar quarter (the 7% Catch-up Cap), approximately 8.24% per annum. This portion of PIFNII (which exceeds the 7% Hurdle Rate but is less than the 7% Catch-up Cap) is referred to as the 7% Catch-up. The 7% Catch-up is meant to provide the Adviser with 15.0% of the PIFNII
as if a hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; and  5




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

15.0% of the amount of PIFNII, if any, that exceeds the 7% Catch-up Cap,
but is less than 2.35% (the 8% Hurdle Rate), approximately 9.41% per annum. The 8% Hurdle Rate is meant to limit the Adviser to 15% of the PIFNII until the amount of PIFNII exceeds 2.35%, approximately 9.41% per annum; and  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 8% Hurdle Rate but is less
than 2.50% in any calendar quarter (the 8% Catch-up Cap), approximately 10% per annum. This portion of PIFNII (which exceeds the 8% Hurdle Rate but is less than the 8% Catch-up Cap) is referred to as the 8% Catch-up. The 8% Catch-up is meant to provide the Adviser with 20.0% of the PIFNII
as if a hurdle rate did not apply if this net investment income exceeded 2.50% in any calendar quarter; and  

20.0% of the amount of PIFNII, if any, that exceeds 2.50% in any calendar quarter. Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at the end of each fiscal year as 20% of our
aggregate cumulative realized capital gains from the date of our election to be regulated as a BDC through the end of that year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation
through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, our aggregate cumulative realized capital gains will not include any unrealized appreciation. For
accounting purposes only, we are required under GAAP to accrue a hypothetical capital gains incentive fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the Amended and Restated
Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. The accrual of this hypothetical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a hypothetical
capital gains incentive fee that would be payable to the Adviser at each measurement date. The capital gains incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee will be
payable for such year. Additionally, if the Amended and Restated Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating
and paying the capital gains incentive fee. The amount of capital gains incentive fee expense related to a hypothetical liquidation of
the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Funds portfolio as of period end and the termination of the Amended
and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Funds overall investment results. We will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if, during
the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made, the sum of (a) the PIFNII, (b) the realized capital gain/loss and (c) unrealized capital appreciation/depreciation, expressed
as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Amended and Restated Advisory Agreement. Examples of Quarterly Incentive Fee Calculations Example 1Income Based Fee(1): Assumptions  

6% Hurdle Rate(2) = 1.50% 6% Catch-up = 0.17% 6% Catch-up Cap = 1.67% 7% Hurdle Rate(3) = 1.94% 7% Catch-up = 0.11% 7% Catch-up Cap = 2.06% 8% Hurdle Rate(4) = 2.35% 8% Catch-up = 0.18% 8% Catch-up Cap = 2.50%  

Management fee(5) = 0.38%  

Other expenses (legal, accounting, custodian, transfer agent, etc.)(6) = 0.22%  (1)
The hypothetical amount of PIFNII shown is based on a percentage of total net assets. In addition, the example
assumes that during the most recent four full fiscal quarter periods ending on or prior to the date the payment set forth in the example is to be made the sum of (a) the PIFNII, (b) the realized capital gain/loss and (c) the
unrealized capital appreciation/depreciation, expressed as a rate of return on the value of our net assets, is at least 6.0% (2)
Represents a quarter of the 6.0% annualized 6% Hurdle Rate.  6




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(3)
Represents a quarter of the 6.67% annualized 7% Hurdle Rate. (4)
Represents a quarter of the 9.41% annualized 8% Hurdle Rate. (5)
Represents a quarter of the 1.5% annualized management fee. (6)
Excludes offering expenses. Alternative 1 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 1.25%  

PIFNII (investment income  (management fee + other expenses)) = 0.65% PIFNII does not exceed the hurdle rate, therefore there is no income based fee. Alternative 2 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 2.20%  

PIFNII (investment income  (management fee + other expenses)) = 1.60% PIFNII exceeds 6% Hurdle Rate, therefore there is an income based incentive fee.  Income
Based
Fee


=


100% × (the greater of 0%AND (the lesser of (PIFNII  6% Hurdle Rate) AND (6% Catch-up Cap  6% Hurdle Rate))) + 10% × (the greater of 0% AND (the lesser of (PIFNII  6% Catch-up Cap) AND (7% Hurdle Rate  6% Catch-up Cap))) + 100% ×
(the greater of 0% AND (the lesser of (PIFNII  7% Hurdle Rate) AND (7% Catch-up Cap  7% Hurdle Rate)))
+ 15% × (the greater of 0% AND (the lesser of (PIFNII  7% Catch-up Cap) AND (8% Hurdle Rate
 7% Catch-up Cap))) + 100% × (the greater of 0% AND (the lesser of (PIFNII  8% Hurdle
Rate) AND (8% Catch-up Cap  8% Hurdle Rate))) + 20% × (the greater of 0% AND (PIFNII
 8% Catch-up Cap))=


(100% × (1.6%  1.5%)) + 0% + 0% + 0% + 0% + 0%=


100% × 0.1%=


0.1% Alternative 3 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 2.40%  

PIFNII (investment income  (management fee + other expenses)) = 1.80% PIFNII exceeds 6% Hurdle Rate and 6% Catch-up Cap, but is less than the 7% Hurdle Rate. See detailed formula in
Alternative 2.  Income
Based
Fee


=


(100% × (1.67%  1.50%)) + (10.0% × (1.80%  1.67%))=


0.17% + (10.0% × 0.13%)=


0.17% + 0.01%=


0.18%  7




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##### Table of Contents

Alternative 4 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 2.60%  

PIFNII (investment income  (management fee + other expenses)) = 2.0% PIFNII exceeds 7% Hurdle Rate, but is less than the 7% Catch-up Cap. See detailed formula in Alternative 2.  Income
Based
Fee


=


(100% × (1.67%  1.50%)) + (10.0% × (1.94%  1.67%)) + (100% × (2.00%  1.94%))=


0.17% + (10.0% × 0.27% (1.94%  1.67%)) + (100%× 0.06%)=


0.17% + 0.03% + 0.06%=


0.26% Alternative 5 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 2.80%  

PIFNII (investment income  (management fee + other expenses)) = 2.20% PIFNII exceeds 7% Catch-up Cap, but is less than the 8% Hurdle Rate. See detailed formula in Alternative 2.  Income
Based
Fee


=


(100% × (1.67%  1.50%)) + (10.0% × (1.94%  1.67%)) + (100% × (2.06%  1.94%)) + (15.0% × (2.20%  2.06%))=


0.17 + (10.0% × 0.27%) + (100% × 0.12%) + (15% × 0.14%)=


0.17% + 0.03% + 0.11% + 0.02%=


0.33% Alternative 6 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 3.00%  

PIFNII (investment income  (management fee + other expenses)) = 2.40% PIFNII exceeds 8% Hurdle Rate, but is less than the 8% Catch-up Cap. See detailed formula in Alternative 2.  Income
Based
Fee


=


(100% × (1.67%  1.50%)) + (10.0% × (1.94%  1.67%)) + (100% × (2.06%  1.94%)) + (15.0% × (2.35%  2.06%)) + (100% × (2.40%  2.35%))=


0.17 + (10.0% × 0.27%) + (100% × 0.12%) + (15% × 0.29%) + (100% × 0.05%)=


0.17% + 0.03% + 0.11% + 0.04% + 0.05%=


0.40% Alternative 7 Additional Assumptions  

Investment income (including interest, dividends, fees, etc.) = 3.20%  8




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##### Table of Contents



PIFNII (investment income  (management fee + other expenses)) = 2.60% PIFNII exceeds 8% Hurdle Rate, but is less than the 8% Catch-up Cap. See detailed formula in Alternative 2.  Income
Based
Fee


=


(100% × (1.67%  1.50%)) + (10.0% × (1.94%  1.67%)) + (100% × (2.06%  1.94%)) + (15.0% × (2.35%  2.06%)) + (100% × (2.50%  2.35%)) + (20% × (2.60% 
2.50%))=


0.17% + (10.0% × 0.27%) + (100% × 0.12%) + (15% × 0.29%) + (100% × 0.15%) + (20.0% × 0.10%)=


0.17% + 0.03% + 0.11% + 0.04% + 0.15% + 0.02%=


0.52% Example 2Capital Gains Incentive Fee: Alternative 1: Assumptions  

Year 1: $20 million investment made in Company A (Investment A), and $30 million investment
made in Company B (Investment B)  

Year 2: Investment A is sold for $50 million and fair value (FV) of Investment B determined to
be $32 million  

Year 3: FV of Investment B determined to be $25 million  

Year 4: Investment B sold for $31 million The capital gains incentive fee, if any, would be:  

Year 1: None (No sales transactions)  

Year 2: $6 million (20.0% multiplied by $30 million realized capital gains on sale of Investment A)  

Year 3: None; $5 million (20.0% multiplied by ($30 million realized cumulative capital gains less
$5 million cumulative capital depreciation)) less $6 million (previous Capital Gains Fee paid in Year 2)  

Year 4: $200,000; $6.2 million (20.0% multiplied by $31 million cumulative realized capital gains) less
$6 million (Capital Gains Fee paid in Year 2) Alternative 2 Assumptions  

Year 1: $20 million investment made in Company A (Investment A), $30 million investment
made in Company B (Investment B) and $25 million investment made in Company C (Investment C)  

Year 2: Investment A sold for $50 million, FV of Investment B determined to be $25 million and FV of
Investment C determined to be $25 million  

Year 3: FV of Investment B determined to be $27 million and Investment C sold for $30 million  

Year 4: FV of Investment B determined to be $35 million  

Year 5: Investment B sold for $20 million The capital gains incentive fee, if any, would be:  

Year 1: None (No sales transactions)  

Year 2: $5.00 million (20.0% multiplied by $25 million ($30 million realized capital gains on
Investment A less $5 million unrealized capital depreciation on Investment B))  

Year 3: $1.40 million ($6.4 million (20.0% multiplied by $32 million ($35 million cumulative
realized capital gains less $3 million unrealized capital depreciation)) less $5.00 million (Capital Gains Fee paid in Year 2))  

Year 4: None (No sales transactions)  

Year 5: None ($5.00 million (20.0% multiplied by $25 million (cumulative realized capital gains of
$35 million less realized capital losses of $10 million)) less $6.40 million (cumulative Capital Gains Fee paid in Year 2 and Year 3))  9




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##### Table of Contents

Example 3Deferral of Cash Payment of Incentive Fees: Assumptions  

Year 1: $20 million investment made in Company A (Investment A)  

Year 2, Quarter 4: Fair value (FV) of Investment A determined to be $19 million  

Net Assets for the 2 year period = $20mm(1)  Period

HurdleRate


ManagementFee


OtherExpenses


InvestmentIncome


Pre-IncentiveFee NetInvestmentIncome


Income-BasedFee(2)Year 1, Quarter 1


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 1, Quarter 2


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 1, Quarter 3


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 1, Quarter 4


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 2, Quarter 1


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 2, Quarter 2


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 2, Quarter 3


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
%Year 2, Quarter 4


1.5
%


0.38
%


0.22
%


2.80
%


2.20
%


0.33
% Most recent four full fiscal quarter period ending Year 2, Quarter 4:  a)
PIFNII as a return on net assets = 2.20% * 4 = 8.8%  b)
Realized capital gain/(loss) = zero  c)
Unrealized capital appreciation/(depreciation) = ($1mm), as a return on net assets = (5%) Sum of a), b) and c) = 3.8%, therefore the income-based incentive fee for Year 2, Quarter 4 will not be paid and will be carried over
for payment in subsequent periods  (1)
Assumes all net investment income is distributed to investors (2)
See Example 1, Alternative 5 for calculation Payment of Our Expenses All
professionals of the Adviser and/or the Administrator, while engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, will be provided
and paid for by the Adviser and not by us. We will pay all organizational expenses, operating expenses and other expenses incurred by the Adviser related to the Fund and the execution of our investment strategy, including, without limitation, those
relating to:  

reasonable and documented organization and offering expenses to the extent reimbursement of such expenses is
included in any current or future agreement with the Adviser;  

calculating our net asset value (including the cost and expenses of any independent valuation firm);  

fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with
monitoring financial (including advising with respect to our financing strategy) and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or
otherwise relating to, or associated with, evaluating and making investments;  

interest payable on debt, if any, incurred to finance our investments;  

sales and purchases of our common stock and other securities;  

base management fees and incentive fees payable to the Adviser;  

transfer agent and custodial fees;  

federal and state registration fees;  

all costs of registration and listing our securities on any securities exchange;  10




---

##### Table of Contents



U.S. federal, state and local taxes;  

independent directors fees and expenses;  

costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory
Authority or other regulators;  

costs of any reports, holding of meetings, proxy statements or other notices to stockholders, including printing
costs;  

our allocable portion of any fidelity bond, directors and officers errors and omissions liability
insurance, and any other insurance premiums;  

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying,
secretarial and other staff, independent auditors and outside legal costs;  

marketing expenses; and  

all other expenses incurred by the Fund, the Administrator or the Adviser in connection with administering the
Funds business including payments under the Administration Agreement with the Administrator and payments under the Expense Reimbursement Agreement based on the Funds allocable portion of the Advisers overhead in performing its
obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. Duration and Termination Unless
terminated earlier as described below, the Amended and Restated Advisory Agreement will continue in effect for a period of two years from its effective date. It will remain in effect from year to year thereafter if approved annually (i) (A) by
our Board or (B) by the affirmative vote of the holders of a majority of our outstanding voting securities and (ii) by a majority of our Independent Directors. The Amended and Restated Advisory Agreement automatically terminates in the
event of its assignment, as defined in the 1940 Act, by the Adviser and may be terminated by either party without penalty upon 60 days written notice to the other. The holders of a majority of our outstanding voting securities may also
terminate the Amended and Restated Advisory Agreement without penalty upon 60 days written notice. See Risk Factors  Risks Related to our Business and Structure the Adviser and the Administrator have the right to resign on
60 days notice, and we may not be able to find a suitable replacement for either within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of
operations. The Amended and Restated Advisory Agreement provides that, absent criminal conduct, willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations under the Amended and Restated Advisory Agreement, the Adviser and its professionals and any other person or entity affiliated
with it are 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 Amended and Restated Advisory Agreement or otherwise as our investment adviser. Deferral of Incentive Fees in Certain Instances The terms of the Amended and Restated Advisory Agreement provide that we will defer cash payment of any income-based incentive fee and/or any
capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made the sum of (a) the PIFNII, (b) the realized capital gain/loss
and (c) the unrealized capital appreciation/depreciation, expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such
payment is payable under the Amended and Restated Advisory Agreement. In February 2020, we and an affiliate of Abbott Capital Management, LLC (Abbott) made capital contributions to, and became members of, ABPCIC Equity Holdings, LLC, a
Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by Abbott (ABPCIC Equity Holdings). ABPCIC Equity Holdings is a consolidated subsidiary of the Fund. The Adviser
intends to annually waive a portion of the capital gains incentive fee otherwise payable to the Adviser by the Fund by an amount equal to that amount of cash distributed during such year by ABPCIC Equity Holdings to Abbott. This fee waiver is
intended to ensure that Abbotts participation in investments through ABPCIC Equity Holdings has no effect on the economics received by the Funds stockholders in respect of their shares of Fund common stock. Expense Support and Conditional Reimbursement Agreement On September 29, 2017, we entered into an agreement with the Adviser (the Expense Support and Conditional Reimbursement
Agreement) to limit certain of the Funds Operating Expenses, as defined in the Expense Support and Conditional Reimbursement Agreement, to no more than 1.5% of our average quarterly gross assets. To achieve this percentage limitation,
the Adviser has agreed to reimburse us for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an Expense Payment), and we have agreed to later repay such amounts (any such payment by the  11




---

##### Table of Contents

Fund, a Reimbursement Payment), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by us in any
quarter after deducting any Expense Payment, as a percentage of the Funds average quarterly gross assets, is referred to as the Percentage Limit. Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by us
on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a
percentage of our average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the
repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, Operating Expenses means the
Funds Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and stockholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and
Total Operating Expenses means all of the Funds operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation of average net assets will
be consistent with such periodic calculations of average net assets in the Funds consolidated financial statements. However, no
Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by us at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions
Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined
below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, 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, distribution rate reductions due to distribution and stockholder fees, and declared special dividends or
special distributions, if any. The Operating Expense Ratio is calculated by dividing Operating Expenses in any quarter by our average net assets in such quarter. The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may
terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the
Amended and Restated Advisory Agreement, or (b) the Board makes a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense
Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement that have not been reimbursed by the Fund to the Adviser. As of December 31, 2019, the amount of Expense Payments provided by the Adviser since inception is $4,784,382. The following table
reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:  For the Quarters Ended

Amount ofExpenseSupport


Amount ofReimbursementPayment


Amount ofUnreimbursedExpense Support


Effective Rate ofDistributionper Share (1)


Reimbursement
Eligibility
Expiration

PercentageLimit(2)September 30, 2017

$
1,002,147


$
107,841


$
894,306



n/a


September 30, 2020


1.5
%December 31, 2017


1,027,398







1,027,398



n/a


December 31, 2020


1.5
%March 31, 2018


503,592







503,592



n/a


March 31, 2021


1.5
%June 30, 2018


1,086,482







1,086,482



4.787
%

June 30, 2021


1.0
%September 30, 2018


462,465







462,465



4.715
%

September 30, 2021


1.0
%December 31, 2018


254,742







254,742



6.762
%

December 31, 2021


1.0
%March 31, 2019


156,418







156,418



5.599
%

March 31, 2022


1.0
%June 30, 2019


259,263







259,263



6.057
%

June 30, 2022


1.0
%September 30, 2019


31,875







31,875



5.154
%

September 30, 2022


1.0
%December 31, 2019


0







0



6.423
%

December 31, 2022


1.0
%Total

$
4,784,382


$
107,841


$
4,676,541  (1)
The effective rate of distribution per share is expressed as a percentage equal to the projected annualized
distribution amount as of the end of the applicable period (which is calculated by annualizing the regular quarterly cash distributions per share as of such date without compounding), divided by the Funds gross offering price per share as of
such date. (2)
Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any
Expense Payment, as a percentage of the Funds average quarterly gross assets.  12




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##### Table of Contents

Expense Reimbursement Agreement and Administration Agreement On September 29, 2017, the Fund and the Administrator entered into the Administration Agreement. Pursuant to the Administration Agreement,
the Administrator will perform, or oversee the performance of, our required administrative services except those that are provided by the Adviser or an affiliate of the Adviser, and which includes being responsible for the financial records which we
are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, the Administrator will assist us in determining and publishing our net asset value, overseeing the preparation and filing of our tax
returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the
Administration Agreement will be determined based on arms-length negotiations with the Administrator and will be based upon expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Also on
September 29, 2017, the Fund and the Adviser entered into the Expense Reimbursement Agreement. Payments under the Expense Reimbursement Agreement will be based upon the compensation of our Chief Financial Officer and Chief Compliance Officer
and other staff of the Adviser providing administrative services to the Fund as well as our allocable portion of overhead expenses. In accordance with the terms of the Administration Agreement and the Expense Reimbursement Agreement, we expect that
overhead and other administrative expenses will be generally allocated between us and the Adviser by reference to the relative time spent by personnel in performing administrative and similar functions on our behalf as compared to performing
investment advisory or administrative functions on behalf of the Adviser. The Administration Agreement and the Expense Reimbursement Agreement may be terminated by each party thereto without penalty upon 60 days written notice to the other
party. The Administration Agreement provides that absent negligence or willful misconduct, the Administrator and its directors, officers,
employees and agents shall be held harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator in connection with the Administrators performance of the its duties under
the Administration Agreement. The Expense Reimbursement Agreement provides that, absent criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Advisers duties or by reason of the reckless disregard of
the Advisers duties and obligations, the Adviser and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it is 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 Expense Reimbursement Agreement. Competition Our primary competitors for
investments include public and private credit investment funds, other BDCs, commercial and investment banks, commercial financing companies and, to the extent they engage in making private loans to middle market companies, investment advisors that
also manage private equity and hedge funds. Some of our competitors are larger and have greater financial, technical and marketing resources than we do. For example, we believe some competitors may have access to funding sources that are not
available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish relationships in areas that differ from ours.
Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the source of income, asset diversification, distribution and other requirements we must satisfy to maintain our
qualification as a RIC. Notwithstanding these risks, we believe that the Advisers experience in middle market corporate lending,
combined with its access to ABs institutional infrastructure and established public and private credit franchises, provide us with market-leading competencies in the private corporate credit sector. We believe the Adviser has developed a best-in-class reputation due to the long-standing presence of its investment professionals in the middle market lending community and the significant relationships, skills and
experience of its individual members, particularly as it relates to sourcing, structuring, and negotiating investment opportunities. As
it relates to strategy, we view the Adviser as being differentiated by its focus on what we believe is a less competitive segment of the market. There are a number of industry participants that finance middle market companies, but many of them focus
on a particular area of the capital structure or industry sector. We believe the Advisers flexibility to invest across the capital structure, as well as its investing experience across industries, will optimize the relative risk / return
profile for investors. Further, as opposed to traditional lenders such as banks and collateralized loan obligations that must structure loans to meet regulatory or contractual guidelines, we believe the Adviser has greater flexibility to tailor solutions for borrowers and, ideally, receive premium pricing for doing this. The Advisers collective investment philosophy and process provide a demonstrated track record of success. The Adviser is committed to
the consistent application of its proven approach throughout the investment lifecycle, from deal selection to portfolio management, combining fundamental and valuation-based analytical tools and principles with proven underwriting frameworks to
strive to achieve superior outcomes. We believe that the Adviser is highly selective and focuses on pursuing companies that we believe exhibit strong underlying business models and durable intrinsic value.  13




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##### Table of Contents

We believe the Advisers qualifications, experience, and track record of success will
render us competitive in the BDC marketplace. For additional information concerning the competitive risks we face, see Risk
Factors  Risks Related to Our Business and Structure  We may face increasing competition for investment opportunities. Managerial Assistance As a BDC, we will
offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings,
consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may also receive fees for these services. The Adviser will provide, or arrange for the provision of, such managerial
assistance on our behalf to portfolio companies that request this assistance, subject to reimbursement of any fees or expenses incurred on our behalf by the Adviser in accordance with the Amended and Restated Advisory Agreement. Dividend Reinvestment Plan On
September 26, 2017, we adopted a dividend reinvestment plan, which was amended and restated on August 6, 2018 (the DRIP). Pursuant to the DRIP, stockholders receive dividends or other distributions in cash unless a
stockholder elects to reinvest his or her dividends and other distributions as provided below. As a result of adopting the DRIP, if our Board authorizes, and we declare, a cash dividend or distribution, our stockholders who have opted into the DRIP
will have their cash dividends or distributions automatically reinvested in additional shares of our common stock, rather than receiving cash. No action will be required on the part of a registered stockholder to have his or her cash dividends and distributions received in cash. A
stockholder can instead elect to have a dividend or distribution reinvested in shares of our common stock by notifying the Administrator in writing. A stockholder may elect to change its election by providing written notice to the Administrator no
later than ten days prior to the record date fixed by the Board for the first distribution for which such stockholder wishes its new election to take effect. Stockholders who receive dividends and distributions in the form of stock are generally subject to the same U.S. federal, state and local tax
consequences as are stockholders who elect to receive their dividends and distributions in cash. However, since an electing stockholders cash dividends and distributions will be reinvested in our common stock, such stockholder will not receive
cash with which to pay applicable taxes on reinvested dividends and distributions. A stockholders basis for determining gain or loss upon the sale of stock received in a dividend or distribution from us will generally be equal to the cash that
would have been received if the stockholder had received the dividend or distribution in cash, unless we were to issue new shares that are trading at or above net asset value, in which case, the stockholders basis in the new shares will
generally be equal to their fair market value. Any stock received in a dividend or distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholders
account. The plan is terminable by the Fund upon notice in writing mailed to each stockholder of record at least 30 days prior to any
record date for the payment of any distribution by the Fund. Staffing We do not currently have any employees and do not expect to have any employees. Services necessary for our business will be provided by
individuals who are employees of the Administrator, the Adviser or its affiliates, pursuant to the terms of the Amended and Restated Advisory Agreement, the Administration Agreement and the Expense Reimbursement Agreement. Each of our executive
officers described under Directors, Executive Officers and Corporate Governance is an employee of the Adviser or its affiliates. Our day-to-day
investment operations are managed by the Adviser. The services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates. This investment team
focuses on origination and transaction development and the ongoing monitoring of our investments. In addition, we may reimburse the Adviser for any allocable portion of the compensation paid by the Adviser (or its affiliates) to the Funds
Chief Compliance Officer and Chief Financial Officer (based on the percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Fund) and any internal audit staff, to the extent internal audit performs a role
in our Sarbanes-Oxley internal control assessment. See Business  General  Investment Advisory Agreement; Administration Agreement. Our day-to-day investment and administrative operations are
managed by the Adviser and its affiliates and the Administrator. The Advisers Investment Committee is supported by a team of additional experienced investment professionals. The Adviser and the Administrator may hire  14




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additional investment and administrative professionals in the future to provide services to us, based upon our needs. See Business  General  Investment Advisory Agreement;
Administration Agreement. Financial Information about Industry Segments and Geographic Areas Our primary objectives include investing in and originating a portfolio of loans, bonds and equity investments to commercial businesses located
throughout the United States. We presently do not evaluate our investments by industry segment but rather, we review performance on an individual basis. Accordingly, we do not report industry or geographic area segment information. Material U.S. Federal Income Tax Considerations The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in
shares of our common stock. This discussion is based on the provisions of the Code and the regulations of the U.S. Department of Treasury promulgated thereunder, or Treasury regulations, each as in effect as of the date of this Annual
Report on Form 10-K. These provisions are subject to differing interpretations and change by
legislative or administrative action, and any change may be retroactive. This discussion does not constitute a detailed explanation of all U.S. federal income tax aspects affecting us and our stockholders and does not purport to deal with the U.S.
federal income tax consequences that may be important to particular stockholders in light of their individual investment circumstances or to some types of stockholders subject to special tax rules, such as financial institutions, broker dealers,
insurance companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding our common stock in connection with a hedging, straddle, conversion or other integrated transaction, non-U.S. stockholders (as defined below) engaged in a trade or business in the United States, persons who have ceased to be U.S. citizens or to be taxed as resident aliens or individual non-U.S. stockholders present in the United States for 183 days or more during a taxable year. This discussion also does not address any aspects of U.S. estate or gift tax, the net investment income tax,
alternative minimum tax or foreign, state or local tax. This discussion assumes that our stockholders hold their shares of our common stock as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No ruling
has been or will be sought from the IRS regarding any matter discussed herein. A U.S. stockholder is a beneficial owner of shares of our
common stock that is for U.S. federal income tax purposes:  

an individual who is a citizen or resident of the United States;  

a corporation created or organized in or under the laws of the United States, any state therein 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 a court within the United States is able to exercise primary jurisdiction over the administration of
the trust and one or more U.S. persons have authority to control all substantial decisions of the trust. A non-U.S. stockholder means a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes not a U.S. stockholder. If a partnership or other entity classified as a partnership, for U.S. federal income tax purposes, holds our shares, the U.S. tax treatment
of the partnership and each partner generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. A partnership considering an investment in our common stock should
consult its own tax advisers regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of shares by the partnership. Taxation of the Fund We have
elected to be treated and intend to qualify each year as a RIC under Subchapter M of the Code. As a RIC, we generally will not be required to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely
distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things:  

derive in each taxable year at least 90% of the Funds gross income from dividends, interest, payments with
respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income derived with respect to the Funds business of investing in stock, securities or currencies, or net income
derived from an interest in a qualified publicly traded partnership, or QPTP, hereinafter the 90% Gross Income Test; and  15




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

diversify the Funds holdings so that, at the end of each quarter of each taxable year:  

at least 50% of the value of the Funds total assets is represented by cash and cash items, U.S. Government
securities, the securities of other RICs and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and not more than 10% of the outstanding voting
securities of such issuer, and  

not more than 25% of the value of the Funds total assets is invested in the securities of any issuer (other
than U.S. Government securities and the securities of other RICs), the securities of any two or more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or the securities of
one or more QPTPs, or the Diversification Tests. As a RIC, we generally will not be subject to U.S. federal
income tax on net income and net realized capital gains that we distribute to stockholders in any taxable year with respect to which we distribute an amount equal to at least 90% of the sum of our (i) investment company taxable income (i.e.,
our taxable ordinary income, which includes, among other items, dividends, and interest, plus the excess (if any) of our net realized short-term capital gains over net realized long-term capital losses, reduced by deductible expenses) determined
without regard to the deduction for dividends paid and (ii) net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain
disallowed deductions), or the Annual Distribution Requirement. We intend to timely distribute all or substantially all of our investment company taxable income in order to satisfy the Annual Distribution Requirement. Generally, if we
fail to meet this Annual Distribution Requirement for any taxable year, we will fail to qualify as a RIC for such taxable year and will be subject to U.S. federal income tax at regular corporate rates on all of our net income and net realized
capital gains regardless of any distributions made to stockholders. To the extent we meet the Annual Distribution Requirement for a taxable year, but retain our net capital gains (i.e., our net realized long-term capital gains in excess of net
realized short-term capital losses) for investment or any investment company taxable income, we will be subject to U.S. federal income tax on such retained capital gains and investment company taxable income. We may choose to retain our net capital
gains for investment or any investment company taxable income, and pay the associated U.S. federal corporate income tax. If we qualify as
a RIC and meet the Annual Distribution Requirement, we will be subject to a nondeductible 4% U.S. federal excise tax on undistributed income, unless we timely distribute (or are deemed to have timely distributed) each calendar year an amount equal
to the sum of:  

at least 98% of the Funds ordinary income (taking into account certain deferrals and elections) for the
calendar year;  

at least 98.2% of the amount by which the Funds capital gains exceed its capital losses (adjusted for
certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by the Fund to use its own taxable year); and  

certain undistributed amounts from previous years on which the Fund paid no U.S. federal income tax. While we intend to make sufficient distributions to satisfy the Annual Distribution Requirement as discussed above, we may choose to
defer certain distributions of net income or net realized capital gains. If we do so, we will be subject to this 4% U.S. federal excise tax only on the amount by which we do not meet the foregoing distribution requirement. We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not
permitted to make distributions to our stockholders while any senior securities are outstanding unless we meet the applicable asset coverage ratios. See Business  Regulation as a Business Development Company Senior
Securities. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the
Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoid the 4% U.S. federal excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous. For
example, we may have to sell assets at times when their fair market value is lower than cost due to temporary market conditions. In the absence of a need to sell assets to generate cash to satisfy our distributions requirements, we may believe that
it would be better from an investment standpoint to retain such assets until they matured or market conditions improved. A RIC is limited
in its ability to deduct expenses in excess of its investment company taxable income. If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted
to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may, for tax purposes, have
aggregate taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may
be made from our cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In  16




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the event we realize net capital gains from such transactions, stockholders may receive a larger capital gain distribution than they would have received in the absence of such transactions. Failure to Qualify as a RIC We
have elected to be treated as a RIC with respect to our taxable year ending in 2019. To the extent that we have net taxable income prior to our qualification as RIC, we will be subject to U.S. federal income tax on such income at regular corporate
rates. In addition, we would not be able to deduct distributions to stockholders, nor would they be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary
dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat such dividends as qualified dividend income, which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our
current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholders tax basis, and any remaining distributions would be treated as a capital gain. In order to qualify as a RIC, in
addition to the other requirements discussed above, we would be required to distribute all of our previously undistributed earnings attributable to any period prior to us becoming a RIC by the end of the first year that we intend to qualify as a
RIC. To the extent that we have any net built-in gains in our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to
such assets if we had been liquidated) as of the beginning of the first year that we qualify as a RIC, we would be subject to a corporate-level U.S. federal income tax on such built-in gains when recognized
over the next five years. Alternatively, we may choose to recognize such built-in gains immediately prior to our qualification as a RIC. If we have previously qualified as RIC, but were subsequently unable to qualify for treatment as a RIC, and certain cure provisions are not
applicable, we would be subject to tax on all of our taxable income (including net capital gains) at regular corporate rates for any year in which we fail to qualify as a RIC. We would not be able to deduct distributions to stockholders, nor would
they be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject
to certain limitations under the Code, corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat
such dividends as qualified dividend income, which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the
extent of the stockholders tax basis, and any remaining distributions would be treated as a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute all of our
previously undistributed earnings attributable to the period we failed to qualify as a RIC by the end of the first year that we intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be
subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been
realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five years. The remainder of this discussion assumes that we qualify as a RIC for each future taxable year. Fund Investments Certain of our
investment practices including investments in debt instruments, warrants and foreign investments, 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, including the dividends received deduction, (ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income,
(iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause us 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 characterization of certain complex financial transactions and (vii) produce income that will not qualify as good income for purposes of the 90% Gross
Income Test. We monitor our transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and to prevent disqualification of us as a RIC but there can be no
assurance that we will be successful in this regard. Debt Instruments.In certain circumstances, we may be required to recognize taxable income
prior to when we receive cash. For example, if we hold debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments with an
end-of-term payment and/or a payment-in-kind (PIK) interest payment or, in
certain cases, increasing interest rates or issued with warrants), we must include in taxable 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 accrued will be included in our investment company taxable income for  17




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the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and to avoid the 4% U.S. federal excise tax, even though
we will not have received any corresponding cash amount. Warrants.Gain or loss realized by us from the sale or exchange of warrants acquired by
us as well as any loss attributable to the lapse of such warrants generally are treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term generally depends on how long we held a particular warrant and on the
nature of the disposition transaction. Foreign Investments.Although investing in foreign investments will not be our primary investment
objective, we are authorized to make foreign investments. In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. We do not expect to satisfy the requirement to pass
through to our stockholders their share of the foreign taxes paid by us. If we invest in the stock of a foreign corporation that is
classified as a passive foreign investment company (within the meaning of Section 1297 of the Code), or PFIC, we would be subject to a penalty tax at ordinary income rates on any gains and excess
distributions with respect to PFIC stock as if such items had been realized ratably over the period during which we held the PFIC stock, plus an interest charge. A PFIC is any foreign corporation if (i) 75 percent or more of the gross
income of such corporation for the taxable year is passive income, or (ii) at least 50 percent of the average percentage of assets held by such corporation during the taxable year produce passive income or are held for the production of
passive income. Under certain circumstances, we may be eligible to make a special election to ameliorate the effects of the penalty tax by electing to treat the PFIC as a qualifying electing fund, or QEF, or by electing to mark to market
the PFIC stock. If we make a QEF election, we would not be subject to the penalty tax, but any increases in the earnings and profits of the PFIC would be includable in our taxable income even if the PFIC makes no distributions. If we make the mark-to-market election, we would recognize ordinary income or loss each year on a
mark-to-market basis based on changes in the value of the PFIC stock. If we do invest in a PFIC, no assurances can be given that we will be eligible to or will make a
QEF election or a mark-to-market election with respect to such PFIC. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time we accrue income or other
receivables or accrue expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pay such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt
instruments and certain other instruments denominated in a foreign currency, gains or losses attributable to fluctuations of the value of the foreign currency between the date of acquisition of the instrument and the date of disposition also are
treated as ordinary gain or loss. These currency fluctuations related gains and losses may increase or decrease the amount of our investment company taxable income to be distributed to our stockholders as ordinary income. Taxation of U.S. Stockholders Distributions by us generally are taxable to U.S. stockholders as ordinary income or long-term capital gains. Distributions of our investment
company taxable income will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares of our common stock. To the extent such
distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations and if certain holding period
requirements are met, such distributions generally will be treated as qualified dividend income and eligible for a maximum U.S. federal tax rate of 20%. In this regard, it is anticipated that distributions paid by us will generally not be
attributable to dividends and, therefore, generally will not qualify for the 20% maximum U.S. federal tax rate. Distributions of our net
capital gain (which is generally our realized net long-term capital gains in excess of realized net short- term capital losses) properly reported by us as capital gain dividends will be taxable to a U.S. stockholder as long-term capital
gains (currently at a maximum U.S. federal tax rate of 20%) in the case of individuals, trusts or estates, regardless of the U.S. stockholders holding period for his, her or its common stock and regardless of whether paid in cash or reinvested
in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholders adjusted tax basis in such stockholders common stock and, after the adjusted basis is reduced to zero, will constitute
capital gains to such U.S. stockholder. Stockholders receiving dividends or distributions in the form of additional shares of our common stock purchased in the market should be treated for U.S. federal income tax purposes as receiving a distribution
in an amount equal to the amount of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares received equal to such amount. Stockholders receiving dividends in newly issued shares
of our common stock will be treated as receiving a distribution equal to the value of the shares received, and should have a cost basis of such amount. Although we currently intend to timely distribute any net long-term capital gains in order to eliminate our liability for U.S. federal
corporate income tax on such gains, we may in the future decide to retain some or all of our net long-term capital gains but designate the retained amount as a  18




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deemed distribution. In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed
distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal to their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed
distribution net of such tax will be added to the U.S. stockholders tax basis for their common stock. Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum
rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain.
Such excess generally may be claimed as a credit against the U.S. stockholders other U.S. federal income tax obligations or may be refunded to the extent it exceeds a stockholders liability for U.S. federal income tax. A stockholder that
is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to
utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a
deemed distribution. We or the applicable withholding agent will provide you with a notice reporting the amount of any
ordinary income dividends (including the amount of such dividend, if any, eligible to be treated as qualified dividend income) and capital gain dividends by January 31. For purposes of determining (i) whether the Annual Distribution Requirement
is satisfied for any year and (ii) the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable
year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, if we pay you a dividend in January that was declared in the previous
October, November or December to stockholders of record on a specified date in one of these months, then the dividend will be treated for tax purposes as being paid by us and received by you on December 31 of the year in which the dividend was
declared. If a stockholder purchases shares of our stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the stockholder will be subject to tax on the distribution even though
it represents a return of its investment. Dividend Reinvestment Plan.Under the DRIP, if a U.S. stockholder owns shares of common stock registered
in its own name, the U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common stock if the U.S. stockholder opts in to our dividend reinvestment plan by delivering a written notice to the
Administrator, as applicable, in accordance with the terms of the dividend reinvestment plan. See Business  Dividend Reinvestment Plan. Any distributions reinvested under the plan will nevertheless remain taxable to the U.S.
stockholder. The U.S. stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day
following the day on which the shares are credited to the U.S. stockholders account. Dispositions.A U.S. stockholder generally will
recognize gain or loss on the sale, exchange or other taxable disposition of shares of our common stock in an amount equal to the difference between the U.S. stockholders adjusted basis in the shares disposed of and the amount realized on
their disposition. Generally, gain recognized by a U.S. stockholder on the disposition of shares of our common stock will result in capital gain or loss to a U.S. stockholder, and will be a long-term capital gain or loss if the shares have been held
for more than one year at the time of sale. Any loss recognized by a U.S. stockholder upon the disposition of shares of our common stock held for six months or less will be treated as a long-term capital loss to the extent of any capital gain
dividends received (including amounts credited as an undistributed capital gain dividend) by the U.S. stockholder. A loss recognized by a U.S. stockholder on a disposition of shares of our common stock will be disallowed as a deduction if the U.S.
stockholder acquires additional shares of our common stock (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the
date that the shares are disposed. In this case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Tax Shelter
Reporting Regulations.Under applicable Treasury regulations, if a U.S. stockholder recognizes a loss with respect to shares of $2 million or more for a non-corporate U.S. stockholder or
$10 million or more for a corporate U.S. stockholder in any single taxable year (or a greater loss over a combination of years), the U.S. stockholder must file with the IRS a disclosure statement on Form 8886. Direct U.S. stockholders of
portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. stockholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to U.S.
stockholders 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. U.S. stockholders should consult their own tax
advisers to determine the applicability of these regulations in light of their individual circumstances. Backup Withholding.We are required in
certain circumstances to backup withhold on taxable dividends or distributions paid to non-corporate U.S. stockholders who do not furnish us or the dividend-paying agent with their correct taxpayer
identification number (in the case of individuals, their social security number) and certain certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to
you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.  19




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Limitation on Deduction for Certain Expenses.For any period that we do not qualify as a
publicly offered regulated investment company, as defined in the Code, stockholders 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 either (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. We anticipate that we will
not qualify as a publicly offered RIC immediately after the Private Offering; we may qualify as a publicly offered RIC for future taxable years. If we are not a publicly offered RIC for any period, a
non-corporate stockholders allocable portion of our affected expenses, including our management fees, will be treated as an additional distribution to the stockholder and will be deductible by such
stockholder only to the extent permitted under the limitations described below. For non-corporate stockholders, including individuals, trusts, and estates, significant limitations generally apply to the
deductibility of certain expenses of a non-publicly offered RIC, including advisory fees. In particular, for taxable years beginning before 2026, these expenses, referred to as miscellaneous itemized
deductions, generally are not deductible by an individual. For taxable years beginning in 2026 or later, these expenses are deductible to an individual only to the extent they exceed 2% of such stockholders adjusted gross income, and are not
deductible for alternative minimum tax purposes. U.S. Taxation of Tax-Exempt U.S. Stockholders.A U.S.
stockholder 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. stockholder of the activities we propose to conduct could give rise to UBTI. However, a BDC
is a corporation for U.S. federal income tax purposes and its business activities generally will not be attributed to its stockholders for purposes of determining their treatment under current law. Therefore, a
tax-exempt U.S. stockholder generally should not be subject to U.S. taxation solely as a result of the stockholders ownership of shares of common stock and receipt of dividends with respect to such
shares. Moreover, under current law, if we incur indebtedness, such indebtedness will not be attributed to a tax-exempt U.S. stockholder. Therefore, a tax-exempt U.S.
stockholder should not be treated as earning income from debt-financed property and dividends we pay should not be treated as unrelated debt-financed income solely as a result of indebtedness that we incur. Proposals
periodically are made to change the treatment of blocker investment vehicles interposed between tax-exempt investors and non-qualifying investments. In the
event that any such proposals were to be adopted and applied to BDCs, the treatment of dividends payable to tax-exempt investors could be adversely affected. In addition, special rules would apply, however, if
we were to invest in certain real estate investment trusts or other taxable mortgage pools, which we do not currently plan to do, that could result in a tax-exempt U.S. stockholder recognizing income that
would be treated as UBTI. Taxation of Non-U.S. Stockholders The following discussion only applies to non-U.S. stockholders that are not engaged in a U.S. trade or
business. Non-U.S. stockholders engaged in a U.S. trade or business should consult their own tax advisers to determine the tax consequences to such non-U.S. investors of
acquiring, holding, and disposing of Shares. Whether an investment in Shares is appropriate for a non-U.S. stockholder will depend upon that persons particular circumstances. The tax consequences to non-U.S. stockholders entitled to claim the benefits of an applicable tax treaty or that are individuals that are present in the U.S. for 183 days or more during a taxable year may be different from those described
herein. Non-U.S. investors should consult their own tax advisers before investing in shares of our common stock. Actual and Deemed Distributions; Dispositions.Distributions to non-U.S. stockholders are not generally subject
to U.S. income tax. Such distributions are subject to U.S. federal withholding tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current or accumulated earnings and profits unless one of the exceptions discussed
below are applicable. In this respect, no withholding is required with respect to a distribution if (i) the distributions are properly reported to our stockholders as interest-related dividends or short-term capital gain
dividends, (ii) the distributions are derived from sources specified in the Code for such dividends (i.e., net interest income or net short-term capital gains) and (iii) certain other requirements are satisfied. In addition, no
withholding is required with respect to distributions of our net capital gains properly reported as capital gain dividends. We anticipate that a significant portion of our distributions will be eligible for one of these exceptions from withholding.
No certainty can be provided, however, that all of our distributions will be eligible for such exceptions and we cannot provide any certainty as to what percentage of our distributions (if any) that would not be eligible for such exceptions.
Moreover, in the case of shares held through an intermediary, the intermediary may withhold amounts even if we reported all or a portion of our distribution as exempt from U.S. federal withholding tax. If we distribute net capital gains in the form of deemed rather than actual distributions, a non-U.S.
stockholder will be entitled to a federal income tax credit or tax refund equal to the stockholder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. stockholder must obtain a U.S. taxpayer identification number and file a federal income tax return even if the non-U.S. stockholder is not otherwise required to
obtain a U.S. taxpayer identification number or file a federal income tax return.  20




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Gain from the Sale or Redemption of Shares. Gains realized by a
non-U.S. stockholder upon the sale of Shares generally will not be subject to U.S. federal income or withholding tax. Dividend Reinvestment Plan.Under the dividend reinvestment plan, if a non-U.S. stockholder owns shares of
common stock registered in its own name, the non-U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common stock if it opts in to the dividend reinvestment plan
by delivering a written notice to the Adviser or our dividend paying agent, as applicable, in accordance with the terms of the dividend reinvestment plan. If the distribution is a distribution of our investment company taxable income, and is not
reported by us as a short-term capital gains dividend or interest-related dividend, the amount distributed (to the extent of our current or accumulated earnings and profits) will be subject to U.S. federal withholding tax at a 30% rate (or lower
rate provided by an applicable treaty) as discussed above and only the net after-tax amount will be reinvested in common shares. The non-U.S. stockholder will have an
adjusted basis in the additional common shares purchased through the plan equal to the amount reinvested. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the non-U.S. stockholders account. Backup Withholding.A non-U.S.
stockholder who is a nonresident alien individual, and who is otherwise subject to withholding of federal income tax, will be subject to information reporting, but may not be subject to backup withholding of federal income tax on taxable dividends
or distributions if the non-U.S. stockholder provides us or the dividend paying agent with an IRS Form W-8BEN, IRS Form W-8BEN-E (or an acceptable substitute form). Backup withholding is not an additional tax. Any amounts withheld from payments made to a non-U.S. stockholder may be
refunded or credited against such stockholders U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS. Foreign Account Tax Compliance The Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on payments of certain types of income to foreign
financial institutions that fail to enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners). The
types of income subject to the tax include U.S. source interest and dividends. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity
within the holders account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on payments to foreign entities that are not financial institutions unless the foreign entity certifies that it does not
have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a non-U.S. stockholder and the status of the
intermediaries through which they hold their shares, non-U.S. stockholders could be subject to this 30% withholding tax with respect to distributions on their shares and proceeds from the sale of their shares.
Under certain circumstances, a non-U.S. stockholder might be eligible for refunds or credits of such taxes. U.S. stockholders that hold their shares through foreign intermediaries could also be subject to this
30% withholding tax with respect to distributions on their shares and proceeds from the sale of their shares. Each prospective investor
is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation, including investments through an intermediary. Tax Consequences of Possible Spin-Off or Liquidating Share Class We intend to apply for exemptive relief from the SEC which, if granted, would provide a liquidity option to allow investors to exchange their
Shares for shares of common stock in a newly formed entity (the New BDC) that will elect to be treated as a BDC under the 1940 Act, and that will effectuate an orderly wind down after the third anniversary of the initial closing of the
Funds private placement, and every three years thereafter.1 Investors will also be able to retain their existing Shares and investments in the Fund and to receive distributions in the
ordinary course. In order to effectuate this option, the Fund expects it would need to, among other things, transfer to the New BDC, in exchange for newly issued shares of the New BDC, a pro rata portion of its assets and liabilities corresponding
to the aggregate net asset value of the Shares of the investors that have elected to invest in the New BDC (the Transfer Assets), and thereafter exchange the New BDC shares received for the Shares of the electing investors. Such
transfer of assets and liabilities and the mechanics relating thereto are referred to herein as the New BDC Spin-Off. Upon execution of the New BDC Spin-Off,
investors owning shares of the New BDC will be released from any further obligation to purchase additional Shares but their Remaining Commitment, if any, may be called in exchange for additional shares of the New BDC. Such Remaining Commitments will
not be called to fund new investments in the New BDC and investors owning shares of the New BDC will not be required to fund their respective Remaining Commitments with respect to such shares of the New BDC except to the extent necessary to cover
any required post commitment period obligations.   1
The Fund may delay its initial offer of shares of the New BDC by one year until after the fourth anniversary of
the initial closing of the Funds private placement (i) to provide the Fund with additional time to seek the exemptive relief required to effectuate the New BDC Spinoff or (ii) for another reason as determined appropriate by the
Adviser.  21




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The Fund may also apply for exemptive relief from the SEC which, if granted, would allow the
Fund to offer its stockholders the option to exchange their Shares, in whole or in part, for shares of a liquidating class of common stock (each share, a Liquidation Share and the class, the Liquidating Share Class). This
offer would be made after the third anniversary of the initial closing of the Funds private placement, and every year thereafter.2 This offer will be made with respect to each stockholder
beginning on the end of each calendar year that falls on or after the third anniversary of the date of the acceptance of the Investors commitment, and each subsequent calendar year end thereafter (an Investor holding matured Shares per this
timeline being deemed an Eligible Stockholder). The Liquidation Shares will therefore have a series for each year that this is offered (e.g., 2020 Series, 2021 Series, etc.). If exemptive relief for the Liquidating Share Class is
granted by the SEC, the Fund intends to continue operations in perpetuity (or until the Adviser determines an alternative liquidity option is in the best interest of the stockholders). Eligible Stockholders will have the right to obtain one
Liquidation Share for each Share owned as of the last day of each calendar year (each, a Liquidating Share Exchange Date) by providing at least 90 days prior written notice to the Fund. Eligible Stockholders may also have the right
as part of the process for electing (or declining) to exchange Shares for Liquidation Shares (each exchange, a Liquidating Share Exchange,) to call, in whole or in part, any Remaining Commitments pursuant to their subscription agreement,
and may do so after the Liquidating Share Exchange. Such Remaining Commitments will not be called to fund new investments in the Fund and Investors owning shares of the Liquidating Share Class will not be required to fund their respective
Remaining Commitments with respect to such Liquidation Shares except to the extent necessary to cover any required post commitment period obligations. In the event exemptive relief for the Spin-off or Liquidating Share Class is granted by the SEC,
we will determine the tax consequences of such transaction to our liquidating stockholders and the Fund at that time and such tax consequences will be disclosed in a subsequent disclosure. In the event we offer stockholders the option to elect to either (i) retain their ownership of our Shares or (ii) exchange their
Shares for shares of common stock in the New BDC, we will determine the tax consequences of such transaction to our stockholders and the Fund at that time and such tax consequences will be disclosed in a subsequent disclosure describing such
options. The tax consequences of any such transaction will depend on, among other things, the manner in which the transaction is effectuated, our status as a RIC, and the tax laws in effect at that time of transaction. Regulation as a Business Development Company General A BDC is a closed-end fund that elects to be treated as a business development company under the 1940 Act. As a BDC, we have greater flexibility under the 1940 Act than other investment companies in, among other things,
dealing with portfolio companies, issuing securities, and compensating advisors. If we were to lose our status as a BDC, we would be subject to more onerous requirements under the 1940 Act applicable to
non-BDC closed-end investment companies. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and
making significant managerial assistance available to them. A BDC may use capital provided by private or public stockholders and from other sources to make long-term, private investments in businesses. The 1940 Act provides that we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless
authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such companys
voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do
not anticipate any substantial change in the nature of our business. As with other companies regulated by the 1940 Act, a BDC must adhere
to certain substantive regulatory requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a
reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such persons office.   2
The Fund may delay its initial offer of the Liquidating Share Class by one year until after the fourth
anniversary of the initial closing of the Funds private placement (i) to provide the Fund with additional time to seek the exemptive relief required to effectuate the New BDC Spinoff or (ii) for another reason as determined
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As a BDC, we are required to meet an asset coverage ratio, defined under the 1940 Act, as
amended by the Small Business Credit Availability Act (the SBCAA), as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150%
after each issuance of senior securities. On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that stockholders approve the reduced asset coverage requirements at our 2018
annual meeting of stockholders. On September 26, 2018, at our 2018 annual meeting of stockholders, stockholders approved the reduction of the required minimum asset coverage ratio applicable to the Fund from 200% to 150%, which took effect on
September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that we are permitted to incur. See Risk Factors  Risks Related to Our Business and Structure  The SBCAA allows us
to incur additional leverage, which may increase the risk of investing with us. We are prohibited under the 1940 Act from
knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. We do not intend to acquire securities issued by any investment company that
exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in
the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. The portion of our portfolio invested in securities issued by investment companies
ordinarily will subject our stockholders to additional expenses. Our investment portfolio is also subject to diversification requirements by virtue of our intention to qualify as a RIC for U.S. tax purposes. We are generally not able to issue and sell our common stock at a price below net asset value per share. See Risk Factors 
Risks Related to Our Business and Structure  Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do so. As a BDC, the necessity of raising additional capital may expose us to
risks, including the typical risks associated with leverage. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our
Board determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In addition, we may issue new shares of our common stock at a price below net asset value in rights
offerings to existing stockholders, in payment of dividends and in certain other limited circumstances. As a BDC, we are limited in our
ability to invest in any portfolio company of a fund which the Adviser manages or in which our affiliates currently is investing, or to make any co-investments with the Adviser or such of its affiliates
without an exemptive order from the SEC, subject to certain exceptions. We are subject to periodic examination by the SEC for compliance
with the 1940 Act. As a BDC, we are subject to certain risks and uncertainties. See Risk Factors Risks Related to
Our Business and Structure. Qualifying Assets Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are
referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDCs gross assets. The principal categories of qualifying assets relevant to our business are 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, 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 million;  (iii)
is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a
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(iv)
is a small and solvent company having gross assets of not more than $4.0 million and capital and surplus
of not less than $2.0 million.  (2)
Securities of any eligible portfolio company which we control.  (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 we already own 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. If at any time less than 70% of our gross assets are comprised of qualifying assets,
including as a result of an increase in the value of any non-qualifying assets or decrease in the value of any qualifying assets, we would generally not be permitted to acquire any additional non-qualifying assets, other than office furniture and equipment, interests in real estate and leasehold improvements and facilities maintained to conduct the business operations of the BDC, deferred organization
and operating expenses, and other non-investment assets necessary and appropriate to its operations as a BDC, until such time as 70% of our then current gross assets were comprised of qualifying assets. We
would not be required, however, to dispose of any non-qualifying assets in such circumstances. Managerial
Assistance to Portfolio Companies 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 in Qualifying Assets categories 1, 2 or 3. 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 significant managerial assistance (other than small and solvent companies described above in Qualifying Assets category 1.c.iv.);
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 may make available such managerial assistance. Making available managerial assistance means,
among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives
and policies of a portfolio company. Temporary Investments Pending investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents,
U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. While it is unlikely, we
may also invest in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a
specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage
restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would generally not meet the
diversification tests in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. The Adviser will monitor the creditworthiness of the
counterparties with which we enter into repurchase agreement transactions. Senior Securities We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if
our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders 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 may also borrow amounts up to 5% of the value of our gross assets for temporary or emergency purposes
without regard to asset coverage. For a discussion of the risks associated with leverage, see Risk Factors Risks Related to Our Business and Structure  We may borrow money, which would magnify the potential for gain or
loss on amounts invested and may increase the risk of investing in us.  24




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The 1940 Act imposes limitations on a BDCs issuance of preferred shares, which are
considered senior securities and thus are subject to the 150% asset coverage requirement described above. In addition, (i) preferred shares must have the same voting rights as the common stockholders (one share, one vote); and
(ii) preferred stockholders must have the right, as a class, to appoint directors to the Board. Compliance Policies and Procedures We and the Adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent
violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for
administering the policies and procedures. Mark Manley currently serves as our Chief Compliance Officer. Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act) imposes a wide variety of regulatory requirements on publicly held companies
and their insiders. Many of these requirements affect us. For example:  

pursuant to Rule 13a-14 of the Exchange Act, our Chief Executive Officer
and Chief Financial Officer must certify the accuracy of the consolidated financial statements contained in our periodic reports;  

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

pursuant to Rule 13a-15 of the Exchange Act, our management must prepare
an annual report regarding its assessment of our internal control over financial reporting; and  

pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act
and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith. Proxy Voting Policies and Procedures We
will generally not own publicly traded equity securities and will primarily invest in securities that do not have voting rights. To the extent that we invest in securities that do have voting rights, we have delegated our proxy voting responsibility
to the Adviser. The Proxy Voting Policies and Procedures will be reviewed periodically by the Adviser and our non-interested directors, and, accordingly, are subject to change. As an investment adviser registered under the Advisers Act, our Adviser has a fiduciary duty to act solely in the best interests of its
clients. As part of this duty, it recognizes that it must vote client securities in a timely manner, free of conflicts of interest and in the best interests of its clients. The Advisers policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. Proxy Policies Our Adviser will vote proxies relating to our portfolio securities in what the Adviser perceives to be the best interest of our stockholders.
It will review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by our clients. Although it
will generally vote against proposals that may have a negative impact on our portfolio securities, it may vote for such a proposal if there exist compelling long-term reasons to do so. Our proxy-voting decisions will be made by the senior officers who are responsible for monitoring our investments. To ensure that our vote is
not the product of a conflict of interest, the Adviser will require that: (1) anyone involved in the decision-making process disclose to management any potential conflict that he or she is aware of and any contact that he or she has had with
any interested party regarding a proxy vote; and (2) employees involved in the decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from
interested parties.  25




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Proxy Voting Records You may obtain information about how we voted proxies by making a written request for proxy voting information to: AllianceBernstein L.P.,
Proxy Voting & Investment Governance Team, 1345 Avenue of the Americas, New York, NY 10105. Privacy Principles Protecting the privacy and confidentiality of investors personal information is a priority. The following sets forth details of our
approach to ensuring the confidentiality of investors information.  

We will never sell investor lists or information about investors to anyone.  

In the normal course of business, we collect information about investors from the following sources:
(1) account documentation, including applications or other forms (which may include information such as the investors name, address, social security number, assets, and income) and (2) information about investors transactions
with us (such as account balances and account activity).  

We have strict policies and procedures to safeguard personal information about investors (or former clients)
which include (1) restricting access and (2) maintaining physical, electronic, and procedural safeguards that comply with federal standards for protecting such information.  

To be able to serve investors and to provide financial products efficiently and accurately, it is sometimes
necessary to share information with companies that perform administrative services for us or on our behalf. These companies are required to use this information only for the services for which we hired them, and are not permitted to use or share
this information for any other purpose. Reporting Obligations We will furnish our stockholders with annual reports containing audited consolidated financial statements, quarterly reports and such other
periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act. Stockholders and the public may also read and copy any materials we file with the SEC at www.sec.gov.  Item 1A.
Risk Factors An investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not
the only risks we face, and we may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable. If any of the following risks occur, our business, financial condition and results of
operations could be materially adversely affected. In such case, our net asset value and the price of our common stock could decline, and you may lose all or part of your investment. Risks Related to Our Business and Structure Limited operating history as a BDC. The Fund commenced investment operations on November 15, 2017. As a result, we are subject to many of the business risks and uncertainties
associated with recently formed businesses, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially. As a BDC, we will be subject to the regulatory requirements of the
SEC, in addition to the specific regulatory requirements applicable to BDCs under the 1940 Act and RICs under the Code. From time to time, the Adviser may pursue investment opportunities in which it has more limited experience. We may also be unable
to replicate the historical performance of the members of the Advisers Investment Committee in prior investment funds. In addition, we may be unable to generate sufficient revenue from our operations to make or sustain distributions to our
stockholders. The Adviser has no prior experience managing a BDC or a RIC. Although AB has experience managing RICs, the Adviser has no experience managing a BDC or a RIC other than the Fund. Therefore, the Adviser may
not be able to successfully operate our business or achieve our investment objective. As a result, an investment in shares of our common stock may entail more risk than shares of common stock of a comparable company with a substantial operating
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The 1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs
that do not apply to the other types of investment vehicles. For example, under the 1940 Act, BDCs are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private or thinly traded companies. Moreover,
qualification for RIC tax treatment under Subchapter M of the Code requires, among other things, satisfaction of source-of-income, diversification and other
requirements. The failure to comply with these provisions in a timely manner could prevent us from qualifying as a BDC or RIC or could force us to pay unexpected taxes and penalties, which could be material. The Advisers lack of experience in
managing a portfolio of assets under such constraints may hinder its ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective. Our investment portfolio will be recorded at fair value, with our Board having final responsibility for overseeing, reviewing and approving, in good
faith, its estimate of fair value and, as a result, there will be uncertainty as to the value of our portfolio investments. Under
the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined by us with our Board having final responsibility for overseeing, reviewing and approving,
in good faith, our estimate of fair value. Typically, there will not be a public market for the securities of the privately held companies in which we will invest. As a result, we will value these securities quarterly at fair value based on input
from management, a third-party independent valuation firm and our audit committee and with the oversight, review and approval of our Board. The determination of fair value and consequently, the amount of unrealized gains and losses in our portfolio, are to a certain degree,
subjective and dependent on a valuation process approved by our Board. Certain factors that may be considered in determining the fair value of our investments include external events, such as private mergers, sales and acquisitions involving
comparable companies. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. Our determinations of fair
value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our fair value determinations may cause our net asset value on a given date to materially understate or
overstate the value that we may ultimately realize on one or more of our investments. As a result, investors purchasing our common stock based on an overstated net asset value would pay a higher price than the value of our investments might warrant.
Conversely, investors selling shares during a period in which the net asset value understates the value of our investments will receive a lower price for their shares than the value of our investments might warrant. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the
external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net
unrealized depreciation in our portfolio. The effect of all these factors on our portfolio may reduce our net asset value by increasing unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized
losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our financial condition and results of operations will depend on our ability to effectively manage and deploy capital. Our ability to achieve our investment objective will depend on our ability to effectively manage and deploy capital, which will depend, in
turn, on the Advisers ability to identify, evaluate and monitor, and our ability to finance and invest in, companies that meet our investment criteria. Accomplishing our investment objective on a cost-effective basis will largely be a function of the Advisers handling of the investment
process, its ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, the Advisers investment team may also
be called upon, from time to time, to provide managerial assistance to some of our portfolio companies. These demands on their time may distract them or slow the rate of investment. Even if we are able to grow and build upon our investment portfolio, any failure to manage our growth effectively could have a material
adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible short and long-term
funding alternatives in the financial markets and economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described herein, it could negatively impact our ability to pay
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We may face increasing competition for investment opportunities. We compete for investments with providers of capital with similar investment strategies including other BDCs, private equity funds, finance
companies, and banks. Many of our competitors are larger and have greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of capital and access to funding sources that will not be available
to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we will have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships
and offer better pricing and more flexible structuring than we will be able to offer. We may lose investment opportunities if we do not match our competitors pricing, terms and structure. If we are forced to match our competitors
pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in
middle market companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment
terms. Furthermore, many of our competitors will have greater experience operating under, or will not be subject to, the regulatory restrictions that the 1940 Act will impose on us as a BDC. The Adviser has incentives to favor its other accounts and clients over us, which may result in conflicts of interest that could be harmful to us. Because the Adviser and its affiliates manage assets for other investment companies, pooled investment vehicles and/or other
accounts (including institutional clients, pension plans and certain high net worth individuals), certain conflicts of interest are present. For instance, the Adviser and its affiliates may receive fees from certain accounts that are higher
than the fees received by the Adviser from us, or receive a performance-based fee on certain accounts. In those instances, a portfolio manager for the Adviser has an incentive to favor the higher fee and/or performance-based fee accounts over
us. Our Board monitors these conflicts. Our business model depends to a significant extent upon strong referral relationships. Any inability of the
Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. We depend upon the Adviser to maintain its relationships with companies, private equity sponsors,
co-investors, intermediaries and other financial institutions, and we expect to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Adviser fails
to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the Adviser has relationships are not obligated
to provide us with investment opportunities, and we can offer no assurance that these relationships will generate investment opportunities for us in the future. We will be dependent upon the Advisers key personnel for our future success. We depend on the diligence, skill and investment acumen of J. Brent Humphries, our President and the Chairman of our Board, along with the
other investment professionals at the Adviser. Mr. Humphries also serves as the President of the Adviser, and is Chairman of its Investment Committee. Mr. Humphries, together with the other members of the Advisers senior management,
will evaluate, negotiate, structure, close and monitor our investments. Our future success will depend on the continued service of Mr. Humphries and the other members of the Advisers senior management. We cannot assure you that unforeseen
business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with us. The loss of Mr. Humphries or any of the other members of the Advisers senior management could have a
material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. In addition, we can offer no assurance that the Adviser will continue indefinitely as the Adviser. The
members of the Advisers senior management are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time. We
expect that Mr. Humphries will dedicate his time to the activities of the Fund as deemed necessary or appropriate but is, and may be, engaged in other business activities which could divert his time and attention. Our success will depend on the ability of the Adviser to attract and retain qualified personnel in a competitive environment. Our growth will require that the Adviser retain and attract new investment and administrative personnel in a competitive market. Its ability to
attract and retain personnel with the requisite credentials, experience and skills will depend on several factors including, but not limited to, its ability to offer competitive wages, benefits and professional growth opportunities. Many of the
entities, including investment funds (such as private equity funds and mezzanine funds) and traditional financial services companies, with which it will compete for experienced personnel will have greater resources than it will have.  28




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Misconduct by employees of the Adviser or by third-party service providers could cause significant
losses to us. Misconduct by employees of the Adviser or by third-party service providers could cause significant losses to us.
Employee misconduct may include binding us to transactions that exceed authorized limits or present unacceptable risks and unauthorized investment activities or concealing unsuccessful investment activities (which, in either case, may result in
unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, employees and third-party service
providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting our business prospects or future marketing activities. No assurances can be given that the due
diligence performed by the Adviser will identify or prevent any such misconduct. There are significant potential conflicts of interest which could
impact our investment returns. The Fund will be subject to a number of actual and potential conflicts of interest involving the
Adviser and its affiliates, any of which could have a material adverse effect on the Fund and the stockholders investments therein. Prospective stockholders should understand that (i) the relationships among the Fund, the Adviser and its affiliates are complex and
dynamic and (ii) as the Advisers and the Funds businesses change over time, the Adviser and its affiliates may be subject, and the Fund may be exposed, to new or additional conflicts of interest. There can be no assurance that this
document addresses or anticipates every possible current or future conflict of interest that may arise or that is or may be detrimental to the Fund or the stockholders. Prospective stockholders should consult with their own advisers regarding the
possible implications on their investment in the Fund of the conflicts of interest described in this document. The Adviser has undertaken
to manage the Fund diligently in pursuit of its investment objectives. While conflicts of interest are inherent to the relationships among the Adviser and its affiliates, merely because an actual or potential conflict of interest exists does not
mean that it will be acted upon to the detriment of the Fund. When a conflict of interest arises, the Adviser will endeavor to ensure that the conflict is resolved fairly. The Adviser and its affiliates will devote as much of their time to the activities of the Fund as the Adviser and its affiliates deem
necessary and appropriate. The terms of the Amended and Restated Advisory Agreement generally do not restrict any of those persons 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 Fund and/or may involve substantial time and resources of the Adviser and its affiliates. For instance, the Adviser has formed and in the future may form
additional investment funds, including BDCs, or managed accounts that invest in financial instruments that are similar to the instruments in which the Fund will invest. Mr. Humphries, our President and Chairman of our Board, currently serves as the President of the Adviser, which is responsible for all
investment decisions for the Fund. In addition, our executive officers and directors, including our Chief Financial Officer and Chief Compliance Officer, as well as the current and future members of the Adviser, may serve as officers, directors or
principals of other entities that operate in the same or a related line of business as we do. Accordingly, they may have obligations to our stockholders in those entities, the fulfillment of which obligations may not be in the best interests of us
or our stockholders. In the course of our investing activities, we will pay management fees and incentive fees to the Adviser and
reimburse the Administrator and/or the Adviser for certain expenses it incurs. As a result, investors will invest on a gross basis and receive distributions on a net basis after expenses, resulting in a lower rate of return
than an investor might achieve through direct investments. Accordingly, there may be times when the management team of the Adviser will have interests that differ from those of our stockholders, giving rise to a conflict. We have entered into a royalty-free license agreement with the Adviser pursuant to which the Adviser has granted us a non-exclusive royalty-free license to use the name AB Private Credit Investors Corporation. Under the license agreement, we have the right to use the AB Private Credit Investors Corporation
name for so long as the Adviser or one of its affiliates remains our investment adviser. In addition, we pay the Administrator the
expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions. These arrangements will create conflicts of interest that our
Board must monitor. With respect to a loan transaction that is led by the Fund and syndicated to other lenders, the Adviser will be
entitled to retain any arrangement fee attributable to that portion of the loan transaction syndicated to such other lenders. While the amount of such a loan transaction, if any, that is allocated to the Fund will be determined in accordance with
the Advisers investment allocation policy and procedures, the Advisers entitlement to any  29




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arrangement fee attributable to that portion of the loan transaction syndicated to such other lenders may incentivize the Adviser to syndicate a loan transaction (or a greater portion thereof) to
other lenders. The recommendations given to us by the Adviser may differ from those rendered by the Adviser to its other clients. The Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities
recommended or bought for, us even though such other clients investment objectives may be similar to ours. Our access to confidential
information may restrict our ability to take action with respect to some investments, which, in turn, may negatively affect our results of operations. We, directly or through the Adviser, may obtain confidential information about the companies in which we have invested or may invest. If we
possess confidential information about such companies, there may be restrictions on our ability to make, dispose of, increase the amount of, or otherwise take action with respect to, an investment in those companies. The impact of these restrictions
on our ability to take action with respect to our investments could have an adverse effect on our results of operations. Our ability to enter into
transactions with our affiliates is restricted. We are prohibited under the 1940 Act from participating in certain transactions
with certain of our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the
1940 Act, and we generally are prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits certain joint transactions with certain of our affiliates, which could include investments in the same
portfolio company (whether at the same or different times to the extent the transaction is deemed to be joint), without prior approval of our independent directors and, in some cases, the SEC. If a person acquires more than 25% of our
voting securities, we are 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 our ability to transact business with our officers or directors or their affiliates. We also generally will be
unable to co-invest in any issuer in which the Adviser and its affiliates or a fund managed by the Adviser or its affiliates is investing. The SEC has interpreted the BDC regulations governing transactions
with affiliates to prohibit certain joint transactions involving entities that share a common investment advisor. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of
which the Fund is an issuer) from or to, as well as co-investing with, any fund managed by our affiliates without the prior approval of the SEC. The decision by the Adviser to allocate an opportunity to
another entity could cause us to forgo an investment opportunity that we otherwise would have made. These restrictions may limit the scope of investment opportunities that would otherwise be available to us. On August 6, 2018, the SEC granted us relief sought in a new exemptive application that expands the
co-investment exemptive relief previously granted to us in October 2016 to allow the Fund and certain of its affiliates to co-invest in portfolio companies with certain
of our affiliates that are managed by the Adviser (Affiliated Funds) in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors,
subject to compliance with certain conditions (the Order). Pursuant to the Order, we are permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated
managed accounts, if, among other things, a required majority (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a
co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our investors and do not involve overreaching in
respect of us or our investors on the part of any person concerned, and (2) the transaction is consistent with the interests of our investors and is consistent with our investment objective and strategies. We intend to co-invest with Affiliated Funds, subject to the conditions included in the Order. We may, however,
invest alongside other clients of the Adviser and its affiliates, including other entities they manage in certain circumstances where doing so is consistent with applicable law, the Order, or SEC staff interpretations and guidance. For example, we
may co-invest with such accounts consistent with guidance promulgated by the SEC staff permitting us and such other funds to co-invest in privately placed securities so
long as certain conditions are met, including that the Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price. We may also co-invest with the Advisers other
clients as otherwise permissible under regulatory guidance, applicable regulations or the Advisers allocation policy. In situations
where co-investment with other clients of the Adviser or its affiliates is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the Order, the
Adviser will need to decide which client or clients will proceed with the  30




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investment. Under the Advisers allocation policy, such determinations will be made based on the principle that investment opportunities shall be offered to eligible clients on a basis that
will be fair and equitable over time. As a result, we will not have an entitlement to make a co-investment in these circumstances, and to the extent that another client elects to proceed with the investment,
we will not be permitted to participate. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a client of the Adviser or its affiliate holds a controlling interest. These restrictions may limit the scope of
investment opportunities that would otherwise be available to us, and there can be no assurance that investment opportunities will be allocated to us fairly or equitably in the short term or over time. The compensation we will pay to the Adviser was not determined on an arms-length basis. Thus, the terms of
such compensation may be less advantageous to us than if such terms had been the subject of arms-length negotiations. The compensation we will pay to the Adviser was not determined on an arms-length basis with an
unaffiliated third party. As a result, the form and amount of such compensation may be less favorable to us than they might have been had the respective agreements been entered into through arms-length
transactions with an unaffiliated third party. In addition, we may choose not to enforce, or to enforce less vigorously, our respective rights and remedies under the Amended and Restated Advisory Agreement because of our desire to maintain our
ongoing relationship with the Adviser and its respective affiliates. Any such decision, however, could cause us to breach our fiduciary obligations to our stockholders. Even in the event the value of your investment declines, the base management fee and, in certain circumstances, the incentive fee will still be payable
to the Adviser. Even in the event the value of your investment declines, the base management fee and, in certain circumstances,
the incentive fee will still be payable to the Adviser. The base management fee is calculated as a percentage of the value of our gross assets at a specific time, which would include any borrowings for investment purposes, and may give the Adviser
an incentive to use leverage to make additional investments. In addition, the base management fee is payable regardless of whether the value of our gross assets or your investment have decreased. The use of increased leverage may increase the
likelihood of default, which would disfavor holders of our common stock, including investors in our common stock. Given the subjective nature of the investment decisions that the Adviser will make on our behalf, we may not be able to monitor this
potential conflict of interest. The income-based incentive fee is calculated as a percentage of PIFNII. Since PIFNII does not include any
realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, it is possible that we may pay an incentive fee in a quarter in which we incur a loss. For example, if we receive PIFNII in excess of the quarterly
minimum hurdle rate, we will pay the applicable income-based incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses. In addition, because the quarterly minimum hurdle rates are calculated based on
our net assets, decreases in our net assets due to realized or unrealized capital losses in any given quarter may increase the likelihood that the hurdle rates are reached in that quarter and, as a result, that an incentive fee is paid for that
quarter. Our net investment income used to calculate this component of the incentive fee is also included in the amount of our gross assets used to calculate the base management fee. Also, the capital gains component of the incentive fee is calculated annually based upon our realized capital gains, computed net of realized
capital losses and unrealized capital depreciation on a cumulative basis. As a result, we may owe the Adviser an incentive fee during one year as a result of realized capital gains on certain investments, and then incur significant realized capital
losses and unrealized capital depreciation on the remaining investments in our portfolio during subsequent years. Incentive fees earned in prior years cannot be clawed back even if we later incur losses. Our incentive fee may induce the Adviser to pursue speculative investments and to use leverage when it may be unwise to do so. The incentive fee payable by us to the Adviser may create an incentive for the Adviser to pursue investments on our behalf that are riskier or
more speculative than would be the case in the absence of such compensation arrangement. The income-based incentive fee payable to the Adviser will be calculated based on a percentage of our return on invested capital. This may encourage the Adviser
to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock. In addition, the Adviser will receive the incentive
fee based, in part, upon net capital gains realized on our investments. As a result, in certain situations the Adviser may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income
producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.  31




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The Small Business Credit Availability Act allows us to incur additional leverage, which may increase
the risk of investing with us. On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the
applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of
the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors
approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, the Funds stockholders voted to approve the adoption of the reduced asset coverage ratio, effective September 27,
2018. Increased leverage could increase the risks associated with investing in the Fund. For example, if the value of the Funds
assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Fund to acquire additional assets, leverage will cause the Funds net asset value to decline more sharply than it
otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Funds revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Fund had not borrowed or had borrowed
less (although, as noted above, the Funds asset base and expected revenues would likely be larger). However, since the Fund already uses leverage in optimizing its investment portfolio, there are no material new risks associated with increased
leverage other than the amount of the leverage. If the Funds asset coverage ratio falls below the required limit, the Fund will not
be able to incur additional debt until it is able to comply with the asset coverage ratio. This could have a material adverse effect on the Funds operations, and the Fund may not be able to make distributions to stockholders. The actual amount
of leverage that the Fund employs will depend on the Boards and the Advisers assessment of market and other factors at the time of any proposed borrowing. The Fund currently anticipates being able to obtain sufficient credit on
acceptable terms, although the Fund can make no assurance that this will be the case or that it will remain such in the future. The
following table illustrates the effect of leverage on returns from an investment in the shares of common stock assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of December 31, 2019 and
(2) 150%, each at various annual returns, net of expenses and as of December 31, 2019. The calculations in the tables below are
hypothetical, and are provided for illustrative purposes only. Actual returns may be higher or lower than those appearing below.  Assumed Return on Our Portfolio (net of expenses)


(10.00
)%


(5.00
)%


0.00
%


5.00
%


10.00
%Corresponding net return to holders of common stock assuming actual asset coverage as of
December 31, 2019(1)


(18.6
)%


(5.4
)%


7.8
%


21.0
%


34.3
%Corresponding net return to holders of common stock assuming 150% asset coverage(2)


(20.5
)%


(5.5
)%


9.5
%


24.5
%


39.5
%  (1)
Assumes $382.2 million in total portfolio assets, $237.6 million in senior securities outstanding,
$144.6 million in net assets, and an average cost of funds of 4.76%. Actual interest payments may be different. (2)
Assumes $382.2 million in total portfolio assets, $254.8 million in senior securities outstanding,
$127.4 million in net assets, and an average cost of funds of 4.76%. Actual interest payments may be different. Increased
leverage may magnify our exposure to risks associated with changes in interest rates. If we incur additional leverage, general
interest rate fluctuations may have a more significant negative impact on our investments and investment opportunities than they would have absent such additional incurrence, and, accordingly, may have a material adverse effect on our investment
objectives and rate of return on investment capital. Because we may borrow money to make investments in the form of debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at
which income from investments exceeds the rate at which we pay interest or dividends on such liabilities. We principally invest in
floating-rate assets and incur our indebtedness on a floating-rate basis as well. We plan to incur indebtedness, when possible, on the same floating base rate applicable to the assets in which we invest. Because the base rate of our assets and
indebtedness are expected to generally be the same and will therefore fluctuate on largely the same basis, the primary risk that we face from interest rate fluctuations is a situation where the difference in the rate on investment income versus the
base rate, which we refer to as the spread, falls and there is not a similar reduction in the spread on our indebtedness or losses exceed anticipated levels. In that situation, the investment income, net of losses, less the cost of our  32




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indebtedness would be reduced. This reduction could create a material adverse effect on our investment objectives if the spread compression was significant and persistent over long periods. We expect that a majority of our investments in debt will continue to be at floating rates. However, as we make investments in debt at
floating rates, a significant increase in market interest rates could also result in an increase in our non-performing assets and a decrease in the value of our portfolio because the portfolio companies paying
interest at such increasing floating rates may be unable to meet higher payment obligations. In periods of rising interest rates, our cost of funds would increase, which, if not matched with the rising interest rates of our performing floating-rate
assets, could result in a decrease in our net investment income. Incurring additional leverage will magnify the impact of an increase to our cost of funds. In addition, a decrease in interest rates may reduce net income, because new investments may
be made at lower rates despite the increased demand for our capital that the decrease in interest rates may produce. To the extent our additional borrowings are in fixed-rate instruments, we may be required to invest in higher-yield securities in
order to cover our interest expense and maintain our current level of return to stockholders, which may increase the risk of an investment in our shares. A general increase in interest rates will likely have the effect of making it easier for the Adviser to receive incentive fees, without necessarily
resulting in an increase in our net earnings. Given the structure of our Amended and Restated Advisory Agreement with the Adviser,
any general increase in interest rates will likely have the effect of making it easier for the Adviser to meet the quarterly hurdle rates for payment of income-based incentive fees under the Amended and Restated Advisory Agreement without any
additional increase in relative performance on the part of the Adviser. In addition, in view of the catch-up provisions applicable to income-based incentive fees under the Amended and Restated Advisory
Agreement, the Adviser could potentially receive a significant portion of the increase in our investment income attributable to such a general increase in interest rates. If that were to occur, our increase in net earnings, if any, would likely be
significantly smaller than the relative increase in the Advisers income-based incentive fee resulting from such a general increase in interest rates. The Adviser and the Administrator have the right to resign on 60 days notice, and we may not be able to find a suitable replacement for either
within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. The Adviser has the right, under the Amended and Restated Advisory Agreement, to resign at any time upon 60 days written notice,
regardless of whether we have found a replacement. Similarly, the Administrator has the right under the Administration Agreement to resign at any time upon 60 days written notice, regardless of whether we have found a replacement. If the
Adviser or the Administrator were to resign, we may not be able to find a new investment adviser or administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60
days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and our financial condition, business and results of operations, as well as our ability to pay distributions, are likely to be materially and
adversely affected. In addition, the coordination of our internal management and investment or administrative activities, as applicable, are likely to suffer if we are unable to identify and reach an agreement with a single institution or group of
executives having the expertise possessed by the Adviser, the Administrator and their respective affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of
familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business, results of operations and cash flows. The Advisers liability is limited under the Amended and Restated Advisory Agreement and we have agreed to indemnify the Adviser against certain
liabilities, which may lead the Adviser to act in a riskier manner on our behalf than it would when acting for its own account. Under the Amended and Restated Advisory Agreement, the Adviser has not assumed any responsibility to us other than to render the services
called for under that agreement. It is not responsible for any action of our Board in following or declining to follow the Advisers advice or recommendations. Under the Amended and Restated Advisory Agreement, the Adviser and its professionals
and any person controlling or controlled by the Adviser are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiarys stockholders or partners for acts or omissions performed in accordance with and pursuant
to the Amended and Restated Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Adviser owes to us under the Amended and Restated Advisory
Agreement. In addition, as part of the Amended and Restated Advisory Agreement, we have agreed to indemnify the Adviser and its professionals from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably
incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Amended and Restated Advisory Agreement, except where attributable to gross negligence,
willful misfeasance, bad faith or reckless disregard of such persons duties under the Amended and Restated Advisory Agreement.  33




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The Adviser may not be able to achieve the same or similar returns as those achieved by
Mr. Humphries and the other members of the Advisers core investment team while they were employed at prior positions. Although in the past Mr. Humphries and the other members of the Advisers core investment team have held senior positions at a number
of investment firms, their achievements are not necessarily indicative of future results that will be achieved by the Adviser. We cannot assure you that we will be able to achieve the results realized by prior vehicles managed by Mr. Humphries
and the other members of the Advisers core investment team. Investors may default on Capital Calls. Capital Calls (as defined in the subscription agreement) will be issued by the Fund from time to time at the discretion of the Adviser based
upon the Advisers assessment of the needs and opportunities of the Fund. To satisfy such Capital Calls, investors are required to maintain their Capital Commitments in cash or other assets that can be readily converted to cash, within accounts
under the control of AB or its affiliates. If such cash or other assets were not in such accounts and an investor fails to pay when due installments of its Capital Commitment to the Fund, and the Capital Commitments made by non-defaulting investors and borrowings by the Fund are inadequate to cover the defaulted Capital Commitment, the Fund may be unable to pay its obligations when due. As a result, the Fund may be subjected to
significant penalties that could materially adversely affect the returns of the investor (including non-defaulting investors). Any failure on our part to maintain our status as a BDC would reduce our operating flexibility. We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example,
BDCs are required to invest at least 70% of their gross assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high-quality debt
investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In
addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification, as a BDC, we will be subject to
substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with such regulations would significantly decrease our operating flexibility, and could significantly increase
our costs of doing business. Regulations governing our operation as a BDC affect our ability to raise additional capital and the way in which we do
so. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, referred to collectively as
senior securities, up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we will be permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio (as defined in the 1940
Act), equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, immediately after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test.
If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our
indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we
issue preferred stock, the preferred stock would rank senior to common stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges
more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common
stock or otherwise be in your best interest. We will not generally be able to issue and sell our common stock at a price below net asset
value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board determines that such sale is in the
best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the
market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of
our stockholders at that time will decrease, and you may experience dilution.  34




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We may borrow money, which would magnify the potential for gain or loss on amounts invested and may
increase the risk of investing in us. The use of leverage magnifies the potential for gain or loss on amounts invested and,
therefore, increases the risks associated with investing in our securities. We may borrow from and issue senior debt securities to banks, insurance companies and other lenders in the future. Holders of these senior securities will have fixed dollar
claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause net asset
value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could also negatively affect
our ability to make dividend payments on our common stock. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to
prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of leverage. Under the provisions of the 1940 Act, we will generally be permitted, as a BDC, to issue senior securities in amounts such that our asset
coverage ratio (as defined under the 1940 Act), equals at least 150% of our gross assets less all liabilities and indebtedness not represented by senior securities, immediately after each issuance of senior securities. If this ratio declines below
150%, we may not be able to incur additional debt and could be required by law to sell a portion of our investments to repay some debt when it is disadvantageous to do so, which could have a material adverse effect on our operations, and we may not
be able to make distributions. The amount of leverage that we employ will depend on the Advisers and our Boards assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to
obtain credit at all or on terms acceptable to us. In addition, any debt facility into which we may enter would likely impose financial
and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our qualification as a RIC. To the extent that we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in
us. Borrowed money may also adversely affect the return on our assets, reduce cash available to service our debt or for distribution to our stockholders, and result in losses. The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested
equity capital. Since we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our securities. If the value of our assets decreases, leveraging will
cause our net asset value to decline more sharply than it otherwise would if we had not borrowed and employed leverage. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have if we had not
borrowed and employed leverage. Such a decline could negatively affect our ability to service our debt or make distributions to our stockholders. In addition, our stockholders will bear the burden of any increase in our expenses as a result of our
use of leverage, including interest expenses and any increase in the management or incentive fees payable to the Adviser. The amount of
leverage that we employ depends on the Advisers and the Boards assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that additional leveraged financing will be available to us on
favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for servicing our debt or distributions to stockholders. Moreover, we may not be able to meet our financing
obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market
conditions or otherwise, which may result in losses. As a business development company, we are 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 stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot 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 we may not be able to service our debt or make distributions. We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in
interest rates will affect our cost of capital and net investment income. To the extent we borrow money or issue debt securities
or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we
invest these funds. In addition, many of our debt investments and borrowings have floating rate interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors. As a result, a change in market interest
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investment income, in particular with respect to increases from current levels to the level of the interest rate floors on certain investments. In periods of rising interest rates, our cost of
funds will increase because the interest rates on the majority of amounts we have borrowed are floating, which could reduce our net investment income to the extent any debt investments have fixed interest rates, and the interest rate on investments
with an interest rate floor will not increase until interest rates exceed the applicable floor. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various
interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse
developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Investments in which we have a non-controlling interest may involve risks specific to third-party management of
those investments. We may also co-invest with third parties through partnerships, joint
ventures or other entities, thereby acquiring jointly-controlled or non-controlling interests in certain investments in conjunction with participation by one or more third parties in such investment. Such
joint venture partners or third-party managers may include former personnel of the Adviser or associated persons. As co-investors, we may have interests or objectives that are inconsistent with those of the
third-party partners or co-venturers. Although we may not have full control over these investments and therefore, may have a limited ability to protect its position therein, we expect that we will negotiate
appropriate rights to protect our interests. Nevertheless, such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third-party partner or
co-venturer may have financial difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with ours, or may be in a position to
take (or block) action in a manner contrary to the our investment objectives or the increased possibility of default by, diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn. Third-party partners or
co-venturers may opt to liquidate an investment at a time during which such liquidation is not optimal for us. In addition, we may in certain circumstances be liable for the actions of its third-party partners
or co-venturers. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive
compensation arrangements. We may experience fluctuations in our quarterly and annual results. We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including our ability or inability to
make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of portfolio dividend and fee income, the level of our expenses, variations in and the timing of the recognition
of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of
performance in future periods. We are a non-diversified investment company within the meaning of the 1940
Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer. We are classified as a non-diversified investment company within the meaning of the 1940 Act, which
means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we hold large positions in the securities of a small number of issuers, or within a
particular industry, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the issuers financial condition or the markets assessment of the issuer. We may also be
more susceptible to any single economic or regulatory occurrence than a diversified investment company. Our Board is authorized to reclassify any
unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners. Under the Maryland General Corporation Law (the MGCL) and our charter, the Board is authorized to classify and reclassify any
authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to the issuance of shares of each class or series, the Board is required by Maryland law and our charter to set the terms, preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board could authorize the issuance of shares of
preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best
interest. The cost of any such reclassification would be borne by our existing common stockholders. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of
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as a BDC. In addition, the 1940 Act provides that holders of preferred stock are entitled to vote separately from holders of common stock to elect two preferred stock directors. We currently have
no plans to issue preferred stock, but may determine to do so in the future. The issuance of preferred stock convertible into shares of common stock might also reduce the net income per share and net asset value per share of our common stock upon
conversion, provided, that we will only be permitted to issue such convertible preferred stock to the extent we comply with the requirements of Section 61 of the 1940 Act, including obtaining common stockholder approval. These effects, among
others, could have an adverse effect on an investment in our common stock. Our Board may change our investment objective, operating policies and
strategies without prior notice or stockholder approval, the effects of which may be adverse. Our Board will have the authority to
modify or waive our investment objective, current operating policies, investment criteria and strategies without prior notice (except as required by the 1940 Act) and without stockholder approval. However, absent stockholder approval, we may not
change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, net asset value,
operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay you dividends and cause you to lose all or part of your investment. We will be subject to corporate-level U.S. federal income tax if we are unable to qualify as a RIC. Although we have elected to be treated as a RIC, no assurance can be given that we will be able to maintain our qualification as a RIC. To
maintain qualification as a RIC, we must meet the following source-of-income, asset diversification, and distribution requirements. The income source requirement will be satisfied if we obtain at least 90% of our gross income for each year from dividends, interest, foreign
currency, payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain qualified publicly traded partnerships, or similar sources. The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of
our taxable year. Failure to meet those requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of our qualification as a RIC. Because most of our investments will be in private companies, and
therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses. We may have difficulty satisfying the diversification requirement during our
ramp-up phase until we have a portfolio of investments. We may also have difficulty satisfying the diversification requirements if we determine to wind up and liquidate our assets. We may be prevented from
making follow-on investments in our portfolio companies in order to satisfy the diversification requirements. The annual distribution requirement will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary
income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because we may use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants
under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify as a RIC.
If we fail to qualify as a RIC for any reason and therefore become 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. There are risks that may arise in connection with the rules under ERISA related to investment by ERISA Plans. We intend to operate so that we will be an appropriate investment for employee benefit plans subject to the Employee Retirement Income Security
Act of 1974, as amended (ERISA). We will use reasonable efforts to conduct the Funds affairs so that the assets of the Fund will not be deemed to be plan assets for purposes of ERISA. In this regard, prior to the
completion of a Qualified IPO, we may be (and currently are) operated as an annual venture capital operating company, under the ERISA rules in order to avoid our assets being treated as plan assets for purposes of ERISA.
Accordingly, there may be constraints on our ability to make or dispose of investments at optimal times (or to make certain investments at all). We
may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. For U.S. federal income tax purposes, we will include in our taxable income certain amounts that we have not yet received in cash, such as
original issue discount, which may arise if we receive warrants in connection with the origination of a loan or possibly in other circumstances, or contractual
payment-in-kind, or PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue
discount or increases in loan balances as a result of contractual PIK arrangements will be included in our taxable income before we  37




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receive any corresponding cash payments. We also may be required to include in our taxable income certain other amounts that we will not receive in cash. Since, in certain cases, we may recognize taxable income before or without receiving corresponding cash payments, we may have difficulty
meeting the annual distribution requirement necessary to maintain our qualification as a RIC. Accordingly, to satisfy our RIC distribution requirements, 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. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thus become subject to corporate-level income tax. For additional
discussion regarding the tax implications of our election to be taxed as a RIC, please see Business  Material U.S. Federal Income Tax Considerations. We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive. We may distribute dividends that are payable predominantly in shares of our common stock. Under certain private rulings issued by
the Internal Revenue Service, distributions payable to stockholders in cash or stock at the election of stockholders are treated as taxable dividends even if the total amount of the distribution payable in cash is limited, provided that at least 20%
of the distribution is payable in cash. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such distribution is properly reported
as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash
received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the
time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. federal tax with respect to such dividends, including in respect of all or a portion of such dividend
that is payable in stock. In addition, if a significant number of our stockholders sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock if we are publicly traded. There is a risk that our stockholders may not receive any distributions. We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution, or at other times,
as determined by the Board in its discretion. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions. In addition, due to the asset coverage test applicable to us as a BDC, we
may be limited in our ability to make distributions. See Business  Regulation as a Business Development Company. For any
period that we do not qualify as a publicly offered regulated investment company, as defined in the Code, stockholders 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 either (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. We anticipate that we will not qualify as a publicly offered RIC immediately after the Private
Offering; we may qualify as a publicly offered RIC for future taxable years. If we are not a publicly offered RIC for any period, a non-corporate stockholders allocable portion of our affected expenses,
including our management fees and incentive fees, will be treated as an additional distribution to the stockholder and will be deductible by such stockholder only to the extent permitted under the limitations described below. For non-corporate stockholders, including individuals, trusts and estates, significant limitations generally apply to the deductibility of certain expenses of a non-publicly
offered RIC, including advisory fees. In particular, for taxable years beginning before 2026, these expenses, referred to as miscellaneous itemized deductions, generally are not deductible by an individual. For taxable years beginning in 2026 or
later, these expenses are deductible to an individual only to the extent they exceed 2% of such a stockholders adjusted gross income, and are not deductible for alternative minimum tax purposes. We are subject to risks in using custodians, administrators and other agents. We will depend on the services of custodians, administrators and other agents to carry out certain securities transactions and administrative
services for us. In the event of the insolvency of a custodian, we may not be able to recover equivalent assets in full as we will rank among the custodians unsecured creditors in relation to assets which the custodian borrows, lends or
otherwise uses. In addition, our cash held with a custodian may not be segregated from the custodians own cash, and we therefore may rank as unsecured creditors in relation thereto. The inability to recover assets from the custodian could have
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We expend significant financial and other resources to comply with the requirements of the Exchange
Act and the Sarbanes-Oxley Act. We are subject to the reporting requirements of the Exchange Act and requirements of the
Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act
requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. See Business  Regulation as a Business Development Company  Sarbanes-Oxley Act of
2002. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls, significant resources and management oversight are required. We will implement additional procedures, processes, policies and
practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert managements attention from other business concerns, which could have a material adverse effect on our business,
financial condition, results of operations and cash flows. We expect to incur significant additional annual expenses related to these steps and, among other things, directors and officers liability insurance, director fees, reporting
requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate them for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar
expenses. The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to
be an emerging growth company under the JOBS Act. As long as we remain an emerging growth company, we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (Section 404) and exemptions from the requirement to hold advisory votes on executive
compensation. We will remain an emerging growth company for up to five years following an IPO, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of
any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. We do not currently have
comprehensive documentation of our internal controls and we have not yet tested our internal controls in accordance with Section 404, and failure to achieve and maintain effective internal controls over financial reporting in accordance with
Section 404 could have a material adverse effect on our business. We have not previously been 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 five years after the Initial Closing (as
defined herein). 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 our organization. Additionally, we intend to document our internal control
procedures to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. Our independent registered public accounting firm is not currently
required to formally attest to the effectiveness of our internal control over financial reporting. Because we do not currently have comprehensive documentation of internal controls and have not yet tested 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 internal controls. We will be required to complete our initial assessment in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our operations, financial
reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including
sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of the our financing arrangements. There could also be a negative reaction in the financial
markets due to a loss of investor confidence in the Fund and the reliability of our consolidated financial statements. Confidence in the reliability of our consolidated financial statements could also suffer if the Fund or our independent registered
public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect the Fund and lead to a decline in the market price of our common stock, to the extent we have
completed a Qualified IPO. Stockholders may be subject to filing requirements under the Exchange Act as a result of an investment in us. Because our common stock will be registered under the Exchange Act, ownership information for any person who beneficially owns 5%
or more of our common stock will have to be disclosed in a Schedule 13D or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over
the securities. In some circumstances, stockholders who  39




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choose to reinvest their dividends may see their percentage stake in us increased to more than 5%, thus triggering this filing requirement. Although we will provide in our quarterly statements
the amount of outstanding stock and the amount of the investors stock, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, owners of 10% or more of our common stock are
subject to reporting obligations under Section 16(a) of the Exchange Act. Stockholders may be subject to the short-swing profits rules under
the Exchange Act as a result of an investment in us. Persons with the right to appoint a director or who hold more than 10% of a
class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of registered stock within a six-month period. There may be state licensing requirements. We may be required to obtain various state licenses in order to, among other things, originate commercial loans. Applying for and obtaining
required licenses can be costly and take several months. There is no assurance that we will obtain all of the licenses that we need on a timely basis. Furthermore, we will be subject to various information and other requirements in order to obtain
and maintain these licenses, and there is no assurance that we will satisfy those requirements. Our failure to obtain or maintain licenses might restrict investment options and have other adverse consequences. Investors in the Private Offering will be subject to transfer restrictions. Prior to the completion of a Qualified IPO, and other than in connection with a New BDC Spin-Off,
creation of a Liquidating Share Class, a Limited Tender Offer, or pursuant to a share repurchase program of the Fund, investors who participate in the Private Offering may not sell, assign, transfer or otherwise dispose of (in each case, a
Transfer) any common stock unless (i) we give consent and (ii) the Transfer is made in accordance with applicable securities laws. No Transfer will be effectuated except by registration of the Transfer on our books. Each
transferee must agree to be bound by these restrictions and all other obligations as an investor in us. Following completion of a Qualified IPO, stockholders will be restricted from selling or disposing of their shares of common stock contractually
by a lock-up agreement with the underwriters of the IPO and secondary offerings, and by the terms of the subscription agreement. The proposals to establish a Liquidating Share Class, New BDC or a Limited Tender Offer (together, the Proposals) would involve
transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be put in place. The SEC has not previously granted orders with respect to a Liquidating Share Class or a New BDC, and it could take several
years before the SEC determines whether relief is appropriate and it may ultimately deny the requests for any or all of the Proposals. If the SEC were to deny any of the requests for the exemptive relief required to effectuate the Proposals, the
Board would need to consider other ways to permit stockholders to liquidate their investments. If you expect to need access to your investment in the near future, you should not invest in the Fund. Changes in laws or regulations governing our operations may adversely affect our business. Legal, tax and regulatory changes could occur that may adversely affect us. For example, from time to time the market for private equity
transactions has been (and is currently being) adversely affected by a decrease in the availability of senior and subordinated financings for transactions, in part in response to credit market disruptions and/or regulatory pressures on providers of
financing to reduce or eliminate their exposure to the risks involved in such transactions. In addition, as private equity firms become
more influential participants in the U.S. and global financial markets and economy generally, there recently has been pressure for greater governmental scrutiny and/or regulation of the private equity industry, in part. It is uncertain as to what
form and in what jurisdictions such enhanced scrutiny and/or regulation, if any, on the private equity industry may ultimately take. Therefore, there can be no assurance as to whether any such scrutiny or initiatives will have an adverse impact on
the private equity industry, including our ability to effect operating improvements or restructurings of its portfolio companies or otherwise achieve its objectives. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), was signed into law.
Many of the provisions of the Dodd-Frank Act have extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities. While the impact of the Dodd-Frank Act on us and our portfolio companies
may not be known for an extended period of time, the Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services
industry and the financial markets (including derivative markets) or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies,
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additional costs on us or our portfolio companies, restrict or further regulate certain of our activities, including derivative trading and hedging activities, intensify the regulatory
supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In
addition, we and our portfolio companies will be subject to applicable local, state and U.S. federal laws and regulations, including, without limitation, U.S. federal immigration laws and regulations. New legislation may be enacted or new
interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Additionally, any changes to
the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the
strategies and plans set forth herein and may result in our investment focus shifting from the areas of expertise of the Advisers investment team to other types of investments in which the investment team may have less expertise or little or
no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. The impact of recently enacted federal tax legislation on us, our stockholders and our investments is uncertain. Significant U.S. federal tax reform legislation was recently enacted that, among other things, permanently reduces the maximum federal
corporate income tax rate, reduces the maximum individual income tax rate (effective for taxable years 2018 through 2025), restricts the deductibility of business interest expense, changes the rules regarding the calculation of net operating loss
deductions that may be used to offset taxable income, expands the circumstances in which a foreign corporation will be treated as a controlled foreign corporation and, under certain circumstances, requires accrual method taxpayers to
recognize income for U.S. federal income tax purposes no later than the income is taken into account as revenue in an applicable consolidated financial statement. The impact of this new legislation on us, our stockholders and entities in which we
may invest is uncertain. Prospective investors are urged to consult their tax advisors regarding the effects of the new legislation on an investment in us. Future legislation or rules could modify how we treat derivatives and other financial arrangements for purposes of our compliance with the leverage
limitations of the 1940 Act. Future legislation or rules may modify how we treat derivatives and other financial arrangements for
purposes of our compliance with the leverage limitations of the 1940 Act. For example, the SEC proposed a new rule in December 2015, which was re-released with certain modifications in November 2019, that was
designed to enhance the regulation of the use of derivatives by registered investment companies and business development companies. While the adoption of the proposed rule is currently uncertain, the proposed rule, if adopted, or any future
legislation or rules, may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to us under the 1940 Act, which may be materially adverse to us and our stockholders. A disruption in the capital markets and the credit markets could impair our ability to borrow money and negatively affect our business. As a BDC, we will have to maintain our ability to borrow money for investment purposes. Without sufficient access to the capital
markets or credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities. Capital markets and credit markets sometimes experience extreme volatility and disruption and, accordingly,
there has been and may continue to be uncertainty in the financial markets in general. Any further disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business
operations and could adversely impact our results of operations and financial condition. If the fair value of our assets declines
substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act. Any such failure would affect our ability to issue senior securities, including borrowings, and pay dividends, which could materially impair our
business operations. Our liquidity could be impaired further by an inability to access the capital markets or to consummate new borrowing facilities to provide capital for normal operations, including new originations. In recent years, reflecting
concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. If we are unable to secure debt financing on commercially reasonable terms, our liquidity will be reduced significantly. If we are unable to
repay amounts outstanding under any debt facilities we may obtain and are declared in default or are unable to renew or refinance these facilities, we would not be able to initiate significant originations or to operate our business in the normal
course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility to the credit markets, a severe decline in the value of the U.S. dollar, another economic downturn or an operational problem that
affects third parties or us, and could materially damage our business.  41




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Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of
our portfolio investments, reducing out net asset value through increased net unrealized depreciation. As a BDC, we are required
to carry out investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Board. As part of the valuation process, we may take into account the following types of factors, if relevant, in
determining the fair value of our investments:  

a comparison of the portfolio companys securities to publicly traded securities;  

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 flow;  

the markets in which the portfolio company does business; and  

changes in the interest rate environment and the credit markets generally that may affect the price at which
similar investments may be made in the future and other relevant factors. Significant developments stemming from the United
Kingdoms referendum on membership in the European Union could have a material adverse effect on us. On June 23, 2016,
the United Kingdom (the U.K.) held a referendum in which a majority of voters voted in favor of leaving the European Union (the E.U., and, the U.Ks departure from the E.U., Brexit), and, subsequently,
on March 29, 2017, the U.K. government began the formal process of leaving the E.U. On October 17, 2019, the U.K. and the E.U. reached an agreement on the conditions for Brexit. The U.K.s departure from the E.U. took place on Friday,
January 31, 2020. Brexit has created political and economic uncertainty, particularly in the U.K. and the E.U., and this uncertainty may last for years. Negotiations have commenced to determine the future terms of the U.K.s relationship
with the E.U. Events that could occur in the future as a consequence of the U.K.s withdrawal, including the possible breakup of the U.K., may continue to cause significant volatility in global financial markets, including in global currency
and credit markets. This volatility could cause a slowdown in economic activity in the U.K., the E.U. or globally, which could adversely affect our operating results and growth prospects. Any of these effects of Brexit, and others we cannot
anticipate, could have unpredictable consequences for credit markets and adversely affect our business, results of operations and financial performance. Terrorist attacks, acts of war, natural disasters or outbreaks of epidemic, pandemic or contagious diseases may affect any market for our common stock,
impact the businesses in which we invest and harm our business, operating results and financial condition. Terrorist acts, acts of
war, natural disasters or outbreaks of epidemic, pandemic or contagious diseases may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political
uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, natural disasters or outbreaks of epidemic, pandemic or contagious diseases could further weaken the domestic/global
economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses
from terrorist attacks and natural disasters are generally uninsurable. In particular, outbreaks of epidemic, pandemic or contagious
diseases may cause serious harm to our business, operating results and financial condition. Historically, disease pandemics such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome or the H1N1 virus, have diverted
resources and priorities towards the treatment of such diseases. In December 2019, COVID-19, a strain of novel coronavirus causing respiratory illness, emerged in the city of Wuhan in the Hubei province of
China (COVID-19). The spread of COVID-19 has resulted in temporary closures of many corporate offices, retail stores, and manufacturing facilities and
factories around the world, which could materially disrupt the demand for our portfolio companies products and services. In addition, as COVID-19 continues to spread across the globe, supply chains
worldwide may be interrupted, slowed or rendered inoperable, and an increasing number of individuals may become ill, subject to quarantine, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governmental
mandates to control an outbreak may require forced shutdown of our portfolio companies facilities for extended or indefinite periods. Any prolonged disruptions in the business of our portfolio companies, including disruptions to their supply chains, may adversely affect their
ability to obtain the necessary raw materials or components to make their products or cause a decline in the demand for their products or services, leading to a negative impact on their operating results. The global impact of the COVID-19 outbreak is rapidly evolving. Many countries have reacted to the outbreak by instituting quarantines and restrictions on travel to and from the affected areas, which could make it more difficult for our
portfolio companies to conduct their businesses. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of  42




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global economic slowdown. The potential impact on global markets from COVID-19, and its potential impact in turn on any market for our common stock, the
portfolio companies we invest in, and harm to our business, operating results and financial conditions, is uncertain. Any potential impact to our business and results of operations will depend to a large extent on future developments and new
information that may emerge regarding the duration and severity of COVID-19 and the actions taken by authorities and other entities to contain the spread of the virus, all of which are beyond our control.
These potential impacts could adversely affect our business, operating results and financial condition. The failure in cyber security systems, as
well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively. The occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events
unanticipated in our disaster recovery systems, or a support failure from external providers, could have an adverse effect on our ability to conduct business and on our results of operations and financial condition, particularly if those events
affect our computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of our managers were unavailable in the event of a disaster, our ability to effectively conduct our business could be
severely compromised. Our business relies on secure information technology systems. We depend heavily upon computer systems to perform
necessary business functions. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e. cyber-attacks). Despite our implementation
of a variety of security measures, our computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, we
may experience threats to our data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary
and other information processed and stored in, and transmitted through, our computer systems, both those provided by the Adviser and third-party service providers, and networks, or otherwise cause interruptions or malfunctions in our operations,
which could result in damage to our reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. We can be highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect
the market price of our common stock and our ability to pay distributions. Our business is highly dependent on our and third
parties communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our
activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially
beyond our control and adversely affect our business. There could be:  

sudden electrical or telecommunications outages;  

natural disasters such as earthquakes, tornadoes and hurricanes;  

disease pandemics or other serious public health events, such as the recent global outbreak of COVID-19;  

events arising from local or larger scale political or social matters, including terrorist acts; and  

cyber-attacks. These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common
stock and our ability to pay distributions to our stockholders. Risks Related to Our Investments Our investments are very risky and highly speculative. We invest primarily in primary issue, directly sourced and privately-negotiated secured debt issued by North American-based middle market
firms. We will emphasize secured lending by focusing on first lien, stretch senior, unitranche and second lien loans, and will also consider mezzanine, structured preferred stock and non-control equity
opportunities. Securities rated below investment grade are often referred to as high yield securities or junk bonds, and are considered high risk or speculative in nature compared to debt instruments that are
rated above investment grade. Senior Secured Loans.There is a risk that the collateral securing our loans may decrease in value over time, may be
difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital.
In some circumstances, our liens on the collateral securing our loans could be subordinated  43




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to claims of other creditors. In addition, deterioration in a portfolio companys financial condition and prospects, including its inability to raise additional capital, may be accompanied
by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loans terms, or at all, or that we will be
able to collect on the loan should we be compelled to enforce our remedies. Second Lien Secured Loans.In structuring our loans, we may
subordinate our security interest in certain assets of a borrower to another lender, usually a bank. In these situations, all of the risks identified above in Senior Secured Loans would be true and additional risks inherent in holding a junior
security position would also be present, including, but not limited to those outlined below in Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with
first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us. Equity Investments.When we invest in secured loans, we may acquire equity securities, such as warrants, as well. In addition, we may invest directly
in the equity securities of portfolio companies. The equity interests we receive may not appreciate in value and may in fact decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do
realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. In addition, investing in our
portfolio companies involves a number of significant risks, including the following:  

these companies may have limited financial resources and may be unable to meet their obligations under their debt
securities that we hold. This failure to meet obligations may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;  

they 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, market conditions, and general economic downturns;  

they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the
death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;  

they generally have less predictable operating results, may from time to time be parties to litigation, may be
engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion, or maintain their competitive position. In addition,
our executive officers, directors and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and  

they may have difficulty accessing the capital markets to meet future capital needs, which may limit their
ability to grow or to repay their outstanding debt upon maturity. In addition, investments in private companies tend to
be less liquid. The securities of private companies are not publicly traded or actively traded on the secondary market and are, instead, traded on a privately negotiated
over-the-counter (OTC) secondary market for institutional investors. These OTC secondary markets may be inactive during an economic downturn or a credit
crisis. In addition, the securities in these companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. If there is no readily available market for these investments, we are
required to carry these investments at fair value as determined by our Board. As a result, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously
recorded these investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser or any of its affiliates have material nonpublic information regarding such portfolio
company or where the sale would be an impermissible joint transaction. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses. Finally, little public information generally exists about private companies and these companies may not have third-party credit ratings or
audited consolidated financial statements. We must therefore rely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies.
Additionally, these companies and their financial information will not generally be subject to the Sarbanes-Oxley Act of 2002 and other rules that govern public companies. If we are unable to uncover all material information about these companies,
we may not make a fully informed investment decision, and we may lose money on our investments.  44




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An investment strategy focused primarily on privately held companies presents certain challenges,
including the lack of available information about these companies and a greater vulnerability to economic downturns. We will
invest primarily in privately held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of the Advisers investment team to obtain adequate information to evaluate the
potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held
companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies. Our investment activities subject us to third party litigation risks. In addition to litigation relating to the bankruptcy process, our investment activities subject us to the normal risks of becoming involved in
litigation by third parties. This risk is somewhat greater where we exercise control or significant influence over a portfolio companys direction. The expense of defending against claims by third parties and paying any amounts pursuant to
settlements or judgments would generally be borne by us and would reduce net assets. The Adviser and its affiliates, including our officers and
some of our directors, may face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in increased risk-taking by us. The Adviser and its affiliates will receive substantial fees from us in return for their services, including certain incentive fees based on
the amount of appreciation of our investments. These fees could influence the advice provided to us. Generally, the more equity we sell in offerings and the greater the risk assumed by us with respect to our investments, the greater the potential
for growth in our assets and profits (and, correlatively, the fees payable by us to the Adviser). These compensation arrangements could affect the Advisers or its affiliates judgment with respect to offerings of equity and investments
made by us, which allow the Adviser to earn increased asset management fees. The time and resources that individuals associated with the Adviser
devote to us may be diverted, and we may face additional competition due to the fact that the Adviser is not prohibited from raising money for or managing other entities that make the same types of investments that we target. The Adviser and its affiliates currently manage other investment entities and
are not prohibited from raising money for and managing future investment entities that make the same types of investments as those we target. As a result, the time and resources that the Adviser devotes to us may be diverted, and during times of
intense activity in other programs it may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity for the same investors and investment opportunities. The Adviser will experience conflicts of interest in connection with the management of our business affairs. The Adviser will experience conflicts of interest in connection with the management of our business affairs, including relating to the
allocation of investment opportunities by the Adviser and its affiliates; compensation to the Adviser; services that may be provided by the Adviser and its affiliates to issuers in which we invest; investments by us and other clients of the Adviser,
subject to the limitations of the 1940 Act; the formation of additional investment funds by the Adviser; differing recommendations given by the Adviser to us versus other clients; the Advisers use of information gained from issuers in our
portfolio for investments by other clients, subject to applicable law; and restrictions on the Advisers use of inside information with respect to potential investments by us. Certain investment analyses and decisions by the Adviser may be required to be undertaken on an expedited basis. Investment analyses and decisions by the Adviser may be required to be undertaken on an expedited basis to take advantage of investment
opportunities. While we generally will not seek to make an investment until the Adviser has conducted sufficient due diligence to make a determination as to the acceptability of the credit quality of the investment and the underlying issuer, 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 expects often to rely upon independent consultants in connection with its evaluation of proposed investments. No assurance can be given as to the accuracy or completeness of the information provided by such independent
consultants and we may incur liability as a result of such consultants actions.  45




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A redemption of convertible securities held by us could have an adverse effect on our ability to
achieve our investment objective. 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 us is called for redemption, we 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 our ability to achieve our investment objective. Our portfolio companies
may incur debt that ranks equally with, or senior to, our investments in such companies. We intend to invest primarily in first
lien, stretch senior, unitranche and second lien loans issued by private companies. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or in some cases senior to, the debt in which we invest. By their
terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of
insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we
receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would
have to share on an equal or pro rata basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization, or bankruptcy of the relevant portfolio company. If we cannot obtain debt financing or equity capital on acceptable terms, our ability to acquire investments and to expand our
operations will be adversely affected. Any working capital reserves we maintain may not be sufficient for investment purposes,
and we may require additional debt financing or equity capital to operate. Pursuant to tax rules that apply to us, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term
capital losses, if any, to our stockholders to maintain our RIC status. Accordingly, in the event that we need additional capital in the future for investments or for any other reason we may need to access the capital markets periodically to issue
debt or equity securities or borrow from financial institutions in order to obtain such additional capital. These sources of funding may not be available to us due to unfavorable economic conditions, which could increase our funding costs, limit our
access to the capital markets or result in a decision by lenders not to extend credit to us. Consequently, if we cannot obtain further debt or equity financing on acceptable terms, our ability to acquire additional investments and to expand our
operations will be adversely affected. As a result, we would be less able to achieve portfolio diversification and our investment objective, which may negatively impact our results of operations and reduce our ability to make distributions to our
stockholders. We may invest in mezzanine securities. To the extent we invest in mezzanine securities, they and other investments are expected to be
unsecured and made in companies whose capital structures have significant indebtedness ranking ahead of the investments, all or a significant portion of which may be secured. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. Our investments and
mezzanine securities (if any) are expected to be unsecured and made in companies whose capital structures have significant indebtedness ranking ahead of the investments, all or a significant portion of which may be secured. While the securities and
other investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of the investments and may benefit from cross-default provisions and security over the portfolio companys
assets, some or all of such terms may not be part of particular investments. Default rates for mezzanine debt securities have historically been higher than for investment grade securities. Mezzanine securities and other investments generally are
subject to various risks including, without limitation: (i) a subsequent characterization of an investment as a fraudulent conveyance; (ii) the recovery as a preference of liens perfected or payments made on account
of a debt in the 90 days before a bankruptcy filing; (iii) equitable subordination claims by other creditors; (iv) so-called lender liability claims by the issuer of the obligations; and
(v) environmental liabilities that may arise with respect to collateral securing the obligations. Mezzanine debt investments may also be subject to early redemption features, refinancing options, prepayment options or similar provisions which,
in each case, could result in the issuer repaying the principal on an obligation earlier than expected. In addition, mezzanine debt investments may include enhanced information rights or other involvement with a companys board of directors
that could result in limiting our ability to liquidate positions in the company. We may invest in debt securities and instruments that are rated
below investment grade by recognized rating agencies or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuers failure to make timely interest and principal payments. We may invest in debt securities and instruments that are rated below investment grade by recognized rating agencies or will be
unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuers failure to make timely interest and principal  46




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payments. Such securities and instruments are generally not exchange-traded and, as a result, trade in the OTC marketplace, which is less transparent than the exchange-traded marketplace. In
addition, we may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Our investments in below investment grade instruments exposes us to a
substantial degree of credit risk and interest rate risk. The market for high yield securities has recently experienced periods of significant volatility and reduced liquidity. The market values of certain of these lower-rated and unrated debt
investments may reflect individual corporate developments to a greater extent and tend to be more sensitive to economic conditions than those of higher-rated investments, which react primarily to fluctuations in the general level of interest rates.
Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. General economic recession or a major decline in the demand for products and services in which the borrower
operates would likely have a materially adverse impact on the value of such securities and the ability of the issuers of such securities to repay principal and interest thereon, thereby increasing the incidence of default of such securities. In
addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these high yield debt investments. Certain of our investments are exposed to the credit risk of the counterparties with which, or the dealers, brokers and exchanges through which, our
deals, whether in exchange-traded or OTC transactions. Certain of our investments are exposed to the credit risk of the
counterparties with which, or the dealers, brokers and exchanges through which, our deals, whether in exchange-traded or OTC transactions. If there is a default by the counterparty to such a transaction, we will, under most normal circumstances,
have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in losses to us. We may be subject to the risk of loss of our assets on
deposit or being settled or cleared with a broker in the event of the brokers bankruptcy, the bankruptcy of any clearing broker through which the broker executes and clears transactions on behalf of us, the bankruptcy of an exchange clearing
house or the bankruptcy of any other counterparty. In the case of any such bankruptcy, we might recover, even in respect of property specifically traceable to us, only a pro rata share of all property available for distribution to all of the
counterpartys customers and counterparties. Such an amount may be less than the amounts owed to us. Such events would have an adverse effect on the net asset value of our funds. Certain counterparties may have general custody of, or title to,
our assets. The failure of any such counterparty may result in adverse consequences to the net asset value of our fund. In addition, we
may from time to time use counterparties located in jurisdictions outside the U.S. Such counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect
customers in the event of their insolvency. However, the practical effect of these laws and their application to our assets may be subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the
insolvency of a counterparty and the potential number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on us and our assets. Investors should assume that the insolvency of any
such counterparty would result in significant delays in recovering our financial instruments from or the payment of claims therefor by such counterparty and a loss to us, which could be material. Our investments may be structured through the use of OTC options and swaps or other indirect investment transactions. Such transactions may be
entered into with a small number of counterparties resulting in a concentration of counterparty risk. The exercise of counterparty rights under such arrangements, including forced sales of securities, may have a significant adverse impact on us and
our funds net asset value. Certain of our investments may be adversely affected by laws relating to fraudulent conveyance or voidable
preferences. Certain of our investments could be subject to federal bankruptcy law and state fraudulent transfer laws, which vary
from state to state, if the debt obligations relating to such investments were issued with the intent of hindering, delaying or defrauding creditors or, in certain circumstances, if the issuer receives less than reasonably equivalent value or fair
consideration in return for issuing such debt obligations. If the debt is used for a buyout of stockholders, this risk is greater than if the debt proceeds are used for
day-to-day operations or organic growth. If a court were to find that the issuance of the debt obligations was a fraudulent transfer or conveyance, the court could void
or otherwise refuse to recognize the payment obligations under the debt obligations or the collateral supporting such obligations, further subordinate the debt obligations or the liens supporting such obligations to other existing and future
indebtedness of the issuer or require us to repay any amounts received by us with respect to the debt obligations or collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, we may not receive any repayment on the
debt obligations. Under certain circumstances, payments to us and distributions by us to our stockholders may be reclaimed if any such
payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by
statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the courts discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments made in the
form of debt as equity contributions.  47




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There may be circumstances in which our debt investments could be subordinated to claims of other
creditors or we could be subject to lender liability claims. Even though we expect to structure most of our investments as secured
loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of
our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its
holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may
also be subject to lender liability claims for actions taken by us with respect to a borrowers business or instances where we exercise control over the borrower. It is possible that we could become subject to a lenders liability claim,
including as a result of actions taken in rendering significant managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business. Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first
priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us. Certain loans that we intend to make are secured by a second priority security interest in the same collateral pledged by a portfolio company
to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior
lenders consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the
disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us to enter into an intercreditor agreement prior to permitting the portfolio company to borrow from us. Typically the
intercreditor agreements we will be requested to execute will expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (1) the commencement of foreclosure or other
proceedings to liquidate and collect on the collateral; (2) the nature, timing, and conduct of foreclosure or other collection proceedings; (3) the amendment of any collateral document; (4) the release of the security interests in
respect of any collateral; and (5) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral
securing some of our loans. Economic recessions or downturns could impair our portfolio companies and harm our operating results. Certain of our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans during these
periods. Therefore, during these periods our non-performing assets may increase and the value of our portfolio may decrease if we are required to write down the values of our investments. Adverse economic
conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. We principally
invest in floating-rate assets and incur indebtedness on a floating-rate basis as well, and intend to incur indebtedness, when possible, on the same floating base rate applicable to the assets in which we invest, which is currently the London
Interbank Offered Rate (LIBOR). Regulators in the U.K. have set a 2021 deadline for a transition away from LIBOR. The discontinuation of LIBOR creates uncertainty around the indebtedness we will incur on a floating-rate basis in the
future. Because the base rate of our assets and indebtedness are expected to be same and will therefore fluctuate on largely the same basis, the increased cost of our indebtedness (resulting from rising interest rates in the event of a recession or
downturn) would be expected to be accompanied by increased revenues resulting from the same rising interest rates on our floating rate assets. Nonetheless, economic slowdowns or recessions could lead to financial losses in our portfolio and a
decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us
from increasing investments and harm our operating results. A portfolio companys failure to satisfy financial or operating
covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its assets representing collateral for its obligations, which could trigger cross defaults under
other agreements and jeopardize our portfolio companys ability to meet its obligations under the debt investments that we hold and the value of any equity securities we own. We may incur expenses to the extent necessary to seek recovery upon
default or to negotiate new terms with a defaulting portfolio company. Any extension or restructuring of our loans could adversely affect our cash flow. In addition, if one of our portfolio companies were to go bankrupt, even though we may have
structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might
re-characterize our debt holding and subordinate all or a portion of our claim to those other creditors.  48




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Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio
of the LIBOR-indexed, floating-rate debt securities in our portfolio or the cost of our borrowings. On July 27, 2017, the
United Kingdoms Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be
established such that it continues to exist after 2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by
short-term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate, or the SOFR. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR
replacement. Additionally, the future of LIBOR at this time is uncertain. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed,
floating-rate debt securities, or the cost of our borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact
on the market for LIBOR-based securities, including the value of the LIBOR-indexed, floating-rate debt securities in our portfolio, or the cost of our borrowings. Additionally, if LIBOR ceases to exist, we may need to renegotiate our credit
arrangements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate and certain of our existing credit facilities to replace LIBOR with the new standard that is established. The potential
effect of the phase-out or replacement of LIBOR on our cost of capital and net investment income cannot yet be determined. The lack of liquidity in our investments may adversely affect our business. We typically will invest in companies whose securities are not publicly traded, and whose securities will be subject to legal and other
restrictions on resale or will otherwise be less liquid than publicly traded securities because there is no established trading market for our investments. Our investments will usually be subject to contractual or legal restrictions on resale or are
otherwise illiquid. The illiquidity of these investments may make it difficult for us to sell these investments when desired or to dispose of them at a favorable price. In addition, if we are required to liquidate all or a portion of our portfolio
quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. The net asset value of our common stock may fluctuate significantly. The net asset value and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which
are beyond our control and may not be directly related to our operating performance. These factors include:  

changes in the value of our portfolio of investments and derivative instruments as a result of changes in market
factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;  

changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development
companies;  

loss of RIC or business development company status;  

distributions that exceed our net investment income and net income as reported according to GAAP;  

changes in earnings or variations in operating results;  

changes in accounting guidelines governing valuation of our investments;  

any shortfall in revenue or net income or any increase in losses from levels expected by investors;  

departure of the Adviser or certain of its key personnel;  

general economic trends and other external factors; and  

loss of a major funding source. The right to make capital calls of stockholders may be pledged as collateral under the HSBC Credit Facility or any other future borrowing facility. The HSBC Credit Facility, and any future borrowing facility, may be backed by all or a portion of our loans and securities on
which the lenders may have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that any security interests we
grant will be set forth in a pledge and security agreement and evidenced by the filing of consolidated financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral for such
loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of  49




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occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we were to
default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our
business, financial condition, results of operations and cash flows. In addition, any security interests as well as negative covenants a
credit facility or any other borrowing facility may provide may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain
additional debt or equity financing. In addition, if our borrowing base under a credit facility or any other borrowing facility were to decrease, we would be required to secure additional assets in an amount equal to any borrowing base deficiency.
In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under the relevant credit facility or any other borrowing facility or make deposits to a collection account,
either of which could have a material adverse impact on our ability to fund future investments and to pay distributions. In addition, we
expect that under a credit facility we will be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral
interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum
portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility or any other borrowing facility could
result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our revenues and, by delaying any cash payment allowed to us under
the relevant credit facility or any other borrowing facility until the lenders have been paid in full, reduce our liquidity and cash flow and impair our ability to grow our business and maintain our ability to be subject to tax as a RIC. We have not yet identified all of the portfolio companies we will invest in using the proceeds of the Private Offering. We have not yet identified all of the potential investments for our portfolio that we will acquire with the proceeds of the Private Offering.
As a result, you will be unable to evaluate any future portfolio company investments prior to purchasing our shares. Additionally, the Adviser will select our investments subsequent to the Initial Closing and Subsequent Closings, and our
stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our common stock. Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio. Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as follow-on investments, in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options, or convertible securities that were acquired in
the original or a subsequent financing; or (3) attempt to preserve or enhance the value of our investment. However, we may elect not to make follow-on investments or lack sufficient funds to make those
investments. We will have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments
may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital
to make a desired follow-on investment, we may elect not to make a follow-on investment because, among other reasons, we do not want to increase our concentration of
risk, we prefer other opportunities, we are subject to BDC requirements that would prevent such follow-on investments, or the follow-on investment would affect our
qualification as a RIC. Our portfolio will lack diversification among portfolio companies, which will subject us to a risk of significant loss if
one or more of these companies default on their obligations under any of their debt instruments. Our portfolio may hold a limited
number of portfolio companies. Beyond the asset diversification requirements associated with our qualification as a RIC, we will not have fixed guidelines for diversification, and our investments may be concentrated in relatively few companies. As
our portfolio is less diversified than the portfolios of some larger funds, we are more susceptible to failure if a single loan fails. Similarly, the aggregate returns we realize may be significantly adversely affected if a small number of
investments perform poorly or if we need to write down the value of any one investment.  50




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Our portfolio may be concentrated in a limited number of industries, which will subject us to a risk
of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated. Our
portfolio may be concentrated in a limited number of industries. We expect to invest primarily in companies focused in alarm monitoring; communications and IT infrastructure; energy; enterprise software (including software-as-a-service); equipment finance; financial technology/transaction processing; franchisors, franchisees, and restaurants; healthcare and healthcare IT; non-discretionary consumer (including certain multi-site retailers); pharmaceutical; specialized, value-added manufacturing; specialty finance; technology-enabled services; transportation and logistics; consumer non-cyclical; business services; and education. A downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize. We securitize certain of our investments, which may subject us to certain structured financing risks. We securitize certain of our investments while retaining all or most of the exposure to the performance of these investments. This involves
contributing a pool of assets to a special purpose entity, and selling debt interests in that entity on a non-recourse or limited-recourse basis to purchasers. We depend on distributions from our securitization vehicles to make distributions to our stockholders. The ability of a securitization vehicle
to make distributions is subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) restrict our ability, as holder of a
securitization vehicle equity interest, to receive cash flow from these investments. We cannot assure you that any such performance tests will be satisfied. Also, a securitization vehicle may take actions that delay distributions to preserve ratings
and to keep the cost of present and future financings lower or the financing vehicle may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of its debt. As a result, there may be
a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a securitization vehicle, or cash flow may be completely restricted for the life of the securitization
vehicle. In addition, a decline in the credit quality of loans in a securitization vehicle 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 the sale of certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution
to our stockholders. To the extent that any losses are incurred by the financing vehicle in respect of any collateral, these losses are be borne first by us as owners of its equity interests. Any equity interests that we retain in a securitization
vehicle are not secured by its assets and we rank behind all of its creditors. Nonetheless, our securitization vehicles are also
consolidated in our consolidated financial statements and consequently affect our asset coverage ratio, which may limit our ability to incur additional leverage. See Business  Regulation as a Business Development Company. Because we generally will not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over
our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments. Although we may do so in the future, we do not expect to hold controlling equity positions in our portfolio companies. As a result, we are
subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the
lack of liquidity of the debt and equity investments that we will typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a
decrease in the value of our investments. Changes to United States tariff and import/export regulations may have a negative effect on our portfolio
companies and, in turn, harm us. There has been ongoing discussion and commentary regarding potential significant changes to
United States trade policies, treaties and tariffs. The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies,
treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and,
in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies access to suppliers or customers and have a material adverse effect on their
business, financial condition and results of operations, which in turn would negatively impact us.  51




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Defaults by our portfolio companies will harm our operating results. A portfolio companys failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and,
potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio companys ability to meet its obligations under the debt or equity securities that
we hold. We 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 portfolio company. These expenses could materially
and adversely affect our operating results and cash flow. Any unrealized losses we experience on our loan portfolio may be an indication of future
realized losses, which could reduce our income available for distribution. As a BDC, we will be required to carry our investments
at market value or, if no market value is ascertainable, at the fair value as determined in good faith by our Board. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses
in our loan portfolio could be an indication of a portfolio companys inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our
income available for distribution in future periods. We may pay distributions from offering proceeds, borrowings or the sale of assets to the
extent our cash flows from operations, net investment income or earnings are not sufficient to fund declared distributions. We may
fund distributions from the uninvested proceeds of an offering and borrowings, and we have not established limits on the amount of funds we may use from such proceeds or borrowings to make any such distributions. We have paid and may continue to pay
distributions from the sale of assets to the extent distributions exceed our earnings or cash flows from operations. Distributions from offering proceeds or from borrowings could reduce the amount of capital we ultimately invest in our investment
portfolio. Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on
equity. We will be subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity.
When this occurs, we may reinvest these proceeds in temporary investments, pending future investment in new portfolio companies, so that 70% of our assets are qualifying assets. These temporary investments will typically have substantially lower
yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of
operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity. To the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income. To the extent we use debt to finance our investments, our net investment income will depend, in part, upon the difference between the rate at
which we borrow funds and the rate at which we invest those funds. In addition, many of our debt investments and borrowings have floating interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors.
As a result, a change in market interest rates could have a material adverse effect on our net investment income, in particular with respect to increases from current levels to the level of the interest rate floors on certain investments. In periods
of rising interest rates, our cost of funds will increase because the interest rates on the majority of amounts we have borrowed are floating, which could reduce our net investment income to the extent any debt investments have fixed interest rates,
and the interest rate on investments with an interest rate floor will not increase until interest rates exceed the applicable floor. While currently not anticipated, we may, to the extent deemed appropriate by the Adviser, use interest rate risk management techniques in an
effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to
participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial
condition and results of operations. Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your
investment. Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may
have limited financial resources and may be unable to meet their obligations under their loans and debt securities that we hold. Such developments may be accompanied  52




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by deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our 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. We may not realize gains from our equity investments. Certain investments that we may make in the future include warrants or other equity securities. Investments in equity securities involve a
number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such
as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity investments in portfolio companies. Our goal is
ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity
interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event,
such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We will sometimes seek puts or similar rights to give us the right to sell our equity securities back to the portfolio
company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress. We may expose ourselves to risks if we engage in hedging transactions. We do not expect to engage in hedging transactions, but if we do, we may expose ourselves to risks associated with such transactions. We may
utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and
market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such
hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the
underlying portfolio positions increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and
expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value
of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.  Item 1B.
Unresolved Staff Comments Not applicable.  Item 2.
Properties We maintain our principal executive office at 1345 Avenue of the Americas, New York, NY 10105. We do not own any real estate.  Item 3.
Legal Proceedings We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to
extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial
condition or results of operations.  Item 4.
Mine Safety Disclosures Not applicable.  53




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PART II  Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities Market Information Our common stock will be offered and sold in transactions exempt from registration by Section 4(a)(2) under the Securities Act and
Regulation D promulgated under the Securities Act. There will be no public offering of our shares. There is no established public trading market for our common stock currently, nor can we give any assurance that one will develop. The shares of the
Fund are offered only to prospective investors that are accredited investors, as defined in Regulation D. Stockholders We have entered into separate Subscription Agreements with a number of investors for the private placement of the Funds common shares.
Investors will be required to make capital contributions to purchase shares of the Funds common stock each time the Fund delivers a drawdown notice, which will be delivered at least 10 business days prior to the required funding date, in an
aggregate amount not to exceed their respective Capital Commitments, provided that investors may fund such requirements sooner than the deadline as agreed between the Fund and the investor. All purchases will generally be made pro rata in accordance
with the investors Capital Commitments, at a per-share price equal to the net asset value per share in accordance with the limitations under Section 23 of the 1940 Act, subject to any adjustments.
The Board may set the per-share price above the net asset value per share based on a variety of factors, including without limitation the total amount of the Funds organizational and other expenses. Upon
the three-year anniversary of the Initial Closing, investors will be released from any further obligation to purchase additional shares, subject to certain exceptions. Subject to certain potential exceptions, no Investor who participated in the
Private Offering will be permitted to sell, assign, transfer or otherwise dispose of its Shares or Capital Commitment unless the Fund provides its prior consent and the transfer is otherwise made in accordance with applicable law. The Initial Closing was September 29, 2017. Additional closings of the Private Offering may occur from time to time as determined by the
Fund. At December 31, 2018, we had received Capital Commitments totaling $308,504,110. At December 31, 2019, we had received
Capital Commitments totaling $397,620,551. Holders As of March 30, 2020, there were 2,106 holders of record of our common stock. Distribution Policy To the extent that
we have funds available, we intend to make quarterly distributions of current income to our stockholders. Our stockholder distributions, if any, will be determined by our Board. Any distribution to our stockholders will be declared out of assets
legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments we make subsequent to the Initial Closing. We will not be able to determine
whether any specific distribution will be treated as made out of our taxable earnings or as a return of capital until after the end of our taxable year. The amount treated as a tax-free return of capital will
reduce a stockholders adjusted basis in his or her common stock, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her common stock. At no time will such
quarterly distributions of current income be added to a stockholders outstanding but undrawn Capital Commitments. From time to time
our Board, in its sole discretion, also may determine to issue special distributions returning all or a portion of stockholders previous capital contributions (each, a Return of Capital). The amount of any Return of Capital
received by a stockholder will be added to such stockholders outstanding but undrawn Capital Commitments. Accordingly, we may deliver a capital call notice which includes the amount of a stockholders Return of Capital. If we receive
exemptive relief allowing us to create a Liquidating Share Class, eligible stockholders may have the right as part of the process for electing (or declining) to exchange Shares for Liquidation Shares, to cancel, in whole or in part, any outstanding
but undrawn Capital Commitments, including any undrawn amounts resulting from the receipt of a Return of Capital. We have elected to be
treated as a RIC under Subchapter M of the Code. To maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to
our stockholders. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains
or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the
calendar year; and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax.  54




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We currently intend to distribute net long-term capital gains if any, at least annually out
of the assets legally available for such distributions. However, we may in the future decide to retain some or all of our long-term capital gains but designate the retained amount as a deemed distribution. In that case, among other
consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled
to claim a credit equal to their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added to such stockholders tax basis in such stockholders common stock.
Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual
stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against such individual stockholders other
U.S. federal income tax obligations or may be refunded to the extent it exceeds such individual stockholders liability for U.S. federal income tax. We cannot assure any stockholder that we will achieve results that will permit us to pay any
cash distributions, and if we issue senior securities, we may be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the
terms of any of our borrowings. Unless a stockholder elects to reinvest distributions in shares of our common stock under our dividend
reinvestment plan, we intend to make such distributions in cash. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash
distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes. If a stockholder holds shares of our common stock in the name of a broker
or financial intermediary, such stockholder should contact such broker or financial intermediary regarding the election to receive distributions in shares of our common stock in lieu of cash. Any distributions reinvested through the issuance of
shares through our dividend reinvestment plan will increase our assets on which the base management fee and incentive fee is determined and paid to the Adviser. SBCAA Tender Offer As a result of the
Funds stockholders approving the reduction of the asset coverage ratio applicable to the Fund from 200% to 150% on September 26, 2018, the SBCAA required the Fund to extend to its stockholders as of such date (the Stockholder
Vote Date) the opportunity to sell the Shares held by that stockholder as of the Stockholder Vote Date, with 25% of those Shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was
obtained. The requirement of the SBCAA is to extend to stockholders as of the Stockholder Vote Date the opportunity for the Fund to repurchase their shares owned on the Stockholder Vote Date. However, because we are continuously offering our Shares
to stockholders, we extended the offers to the stockholders as of the Stockholder Vote Date with respect to all of the Shares owned as of the date of such offer. On November 27, 2018, we extended to our stockholders as of such date the opportunity to sell the shares held by that stockholder as of
such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained. The following table summarizes shares repurchased during each tender offer period:  Tender Period

Payment Date


Shares Repurchased


Dollar Amount


Average Price Paid Per Share(1)11/27/2018  12/27/2018


12/28/2018



6,785


$
68,122


$
10.0402/22/2019  03/26/2019


3/28/2019



7,331


$
72,668


$
9.9105/17/2019  06/25/2019


6/28/2019



7,529


$
75,042


$
9.9708/1/2019  09/25/2019


9/25/2019



8,478


$
84,413


$
9.95Total






30,123


$
300,245  (1)
Per share price disclosed in this column is the actual price at which each share was repurchased.  55




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Dividend Reinvestment Plan The Fund has adopted a dividend reinvestment plan that provides for reinvestment of any distributions the Fund declares in cash on behalf of
the Funds stockholders for those stockholders electing not to receive cash. As a result, if the Board authorizes, and the Fund declares, a cash distribution, then the Funds stockholders who have opted in to the Funds
dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Funds common stock, rather than receiving the cash dividend and distributions. Recent Sales of Unregistered Securities and Use of Proceeds Except as previously reported by the Fund on its current reports on Form 8-K, we did not sell any
securities during the period covered by this Annual Report that were not registered under the Securities Act.  Item 6.
Selected Financial Data The following selected consolidated financial data as of and for the years ended December 31, 2019, December 31, 2018 and
December 31, 2017 should be read in conjunction with the information contained in Managements Discussion and Analysis of Financial Condition and Results of Operations, the audited consolidated financial statements and the
notes thereto included elsewhere in this Annual Report.  As of and for the YearEnded December 31,2019


As of and for the YearEnded December 31,2018


As of and for the YearEnded December 31,2017Consolidated statements of operations data:Total investment income

$
21,734,867


$
5,727,421


$
136,933Total expenses


17,121,122



5,920,912



2,140,625Reimbursement Payment to Adviser


107,841



0



0Expense Reimbursement from Adviser


(447,556
)


(2,307,281
)


(2,029,545
)Waived Collateral Management Fees


(1,156,419
)


0



0Waived Management Fees


(380,701
)


(127,862
)


(23,745
)Waived Incentive Fees


(132,327
)


(32,302
)


0Excise Tax Expense


0



3



2,336Net investment income


6,622,907



2,273,951



47,262Net realized and change in unrealized loss on investments


(1,055,465
)


(695,350
)


(4,246
)Net increase in net assets resulting from operations

$
5,567,442


$
1,578,601


$
43,016Per share data:Net investment income

$
0.66


$
0.61


$
0.04Net increase in net assets resulting from operations

$
0.58


$
0.44


$
0.02Distributions declared

$
(0.61
)

$
(0.55
)

$
0.00Consolidated statement of assets and liabilities data (at period end):Total assets

$
382,180,263


$
153,963,828


$
48,039,586Total investments, at fair value

$
345,025,318


$
137,803,133


$
23,873,030Total liabilities

$
237,617,868


$
90,690,118


$
23,807,203Total debt

$
229,836,633


$
88,200,000


$
23,500,000Total net assets

$
144,562,395


$
63,273,710


$
24,232,383  56




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##### Table of Contents

Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations The following analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and the related notes thereto contained elsewhere in this Annual Report on Form 10-K. Overview We were formed on
February 6, 2015 as a corporation under the laws of the State of Maryland. On June 27, 2016, we issued and sold 100 shares of our common stock to AB Private Credit Investors LLC, our Adviser, for an aggregate purchase price of $1,000.
On May 26, 2017, we issued 2,400 shares of our common stock to the Adviser, for an aggregate purchase price of $24,000. We have
elected to be treated as a BDC under the 1940 Act. We have also elected, and plan to continue to elect and qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. To the extent that we have net taxable income
prior to our qualification as RIC, we will be subject to U.S. federal income tax on such income. As a BDC and a RIC, respectively, we are and will be required to comply with various regulatory requirements, such as the requirement to invest at
least 70% of our assets in qualifying assets, source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and
tax-exempt interest. Our investment activities are managed by our external investment adviser, AB
Private Credit Investors LLC, an investment adviser that is registered under the Advisers Act. Our required administrative services are provided by State Street Bank and Trust Company. We are an emerging growth company, as defined in the JOBS Act. We will remain an emerging growth company for up to five years
following an initial public offering, if any, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease
to be an emerging growth company as of the following December 31. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements. We are conducting private offerings of our common stock to investors in reliance on exemptions from the registration requirements of the
Securities Act. At the closing of any Private Offering, each investor will make a Capital Commitment to purchase shares of our common stock pursuant to a subscription agreement entered into with the Fund. Investors will be required to fund drawdowns
to purchase shares our common stock up to the amount of their respective Capital Commitment on an as needed basis each time we delivers a notice to our investors. On September 29, 2017, we completed the Initial Closing of our Private Offering after entering into the Subscription Agreements with
several investors, including the Adviser, providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Funds common shares up to the amount
of their respective Capital Commitments on an as-needed basis upon the issuance for a capital drawn-down notice. At December 31, 2019, we had total Capital Commitments of $397,620,551. At
December 31, 2018, we had total Capital Commitments of $308,504,110. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including follow-on investments), for paying the
Funds expenses, including fees under the Amended and Restated Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities. Revenues Our investment objective
is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. We intend to primarily invest in middle market businesses based in
the United States. We expect that the primary use of proceeds by the companies in which we invest will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital. We will seek to build the Funds portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and
sector verticals by targeting companies with strong underlying business models and durable intrinsic value. We will primarily hold
secured loans, which encompass traditional first lien, unitranche and second lien loans, but may also invest in mezzanine, structured preferred stock and non-control equity
co-investment opportunities. We will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes our flexibility to
invest across the capital structure and liquidity spectrum will allow us to optimize investor risk-adjusted returns.  57




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##### Table of Contents

Expenses Expenses for the year ended December 31, 2019, were $17,121,122, which consisted of $1,156,419 in collateral management fees, $144,606 in
directors fees, $1,507,579 in professional fees, $8,465,414 in interest and borrowing expenses, $3,688,293 in management fees, $261,351 in insurance expense, $981,757 in income-based incentive fees, $347,444 in administration and custodian
fees, $28,600 in transfer agent fees, and $539,659 in other expenses. Pursuant to the Expense Support and Conditional Reimbursement
Agreement, our Adviser provided net expense support of $339,715, voluntarily waived collateral management fees of $1,156,419, voluntarily waived a portion of the Funds management fee of $380,701 and voluntarily waived a portion of the
Funds incentive fee of $132,327, reducing our expenses to $15,111,960. See Item 15.  Notes to Consolidated Financial Statements  Note 3. Agreements and Related Party Transactions  Expense Support and Conditional
Reimbursement Agreement. Organization and Offering Costs Since the Funds inception, the Adviser and its affiliates have incurred organizational costs of $817,503 and offering costs of $209,458,
all of which has been amortized prior to 2019. Organization costs include, among other things, the cost of organizing as a Maryland
corporation, including the cost of legal services, directors fees and other fees, including travel-related expenses, pertaining to our organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees
and other costs pertaining to the preparation of our private placement memorandum and other offering documents. Operating Expenses Under the Amended and Restated Advisory Agreement, our primary operating expenses will include the payment of fees to the Adviser our allocable
portion of overhead expenses under the Expense Reimbursement Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of
our operations and transactions, including those relating to:  

reasonable and documented organization and offering expenses to the extent reimbursement of such expenses is
included in any future agreement with the Adviser;  

calculating our net asset value (including the cost and expenses of any independent valuation firm);  

fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with
monitoring financial (including advising with respect to our financing strategy) and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or
otherwise relating to, or associated with, evaluating and making investments;  

interest payable on debt, if any, incurred to finance our investments;  

sales and purchases of our common stock and other securities;  

base management fees and incentive fees payable to the Adviser;  

transfer agent and custodial fees;  

federal and state registration fees;  

all costs of registration and listing our securities on any securities exchange;  

U.S. federal, state and local taxes;  

independent directors fees and expenses;  

costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory
Authority or other regulators;  

costs of any reports, proxy statements or other notices to stockholders, including printing costs;  

our allocable portion of any fidelity bond, directors and officers errors and omissions liability
insurance, and any other insurance premiums;  

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying,
secretarial and other staff, independent auditors and outside legal costs; and  58




---

##### Table of Contents



all other expenses incurred by us, the Administrator or the Adviser in connection with administering our
business, including payments under the Administration Agreement and payments under the Expense Reimbursement Agreement based on our allocable portion of the Advisers overhead in performing its obligations under the Expense Reimbursement
Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. Portfolio and Investment Activity During
the year ended December 31, 2019, we invested $218,609,270 in 54 portfolio companies, $31,444,355 was drawn down against the revolvers and delayed draw term loans, and we had $35,633,455 in aggregate amount of principal repayments, which
includes $8,974,614 in revolver and delayed draw term loan paydowns, and $7,834,771 in sales, resulting in net investments of $206,585,399 for the period. During the year ended December 31, 2018, we invested $115,864,835 in 36 portfolio companies, $14,290,960 was drawn down against the
revolvers and delayed draw term loans, and we had $8,255,007 in aggregate amount of principal repayments, which included $3,034,789 in revolver and delayed draw term loan paydowns, and $7,557,059 in sales, resulting in net investments of
$114,343,729 for the year. The following table shows the composition of the investment portfolio and associated yield data as of
December 31, 2019:  As of December 31, 2019Amortized Cost


Percentage ofTotal Portfolio


Fair Value


Percentage ofTotal Portfolio


WeightedAverageYield(1)First Lien Senior Secured Debt

$
332,320,392



95.80
%

$
330,393,205



95.76
%


8.31
%Second Lien Junior Secured Debt

$
7,649,558



2.21
%

$
7,620,547



2.21
%


10.49
%Preferred Stock

$
4,648,225



1.34
%

$
4,861,847



1.41
%


0
%Common Stock

$
1,624,199



0.47
%

$
1,518,353



0.44
%


0
%Warrants

$
631,366



0.18
%

$
631,366



0.18
%


0
%Total

$
346,873,740



100
%

$
345,025,318



100
%  (1)
Based upon the par value of our debt investments The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2018:  As of December 31, 2018Amortized Cost


Percentage ofTotal Portfolio


Fair Value


Percentage ofTotal Portfolio


WeightedAverageYield(1)First Lien Senior Secured Debt

$
135,776,144



98.02
%

$
135,061,980



98.01
%


9.34
%Second Lien Junior Secured Debt

$
1,201,433



0.87
%

$
1,200,773



0.87
%


10.91
%Preferred Stock

$
1,160,531



0.84
%

$
1,160,531



0.84
%


0
%Common Stock

$
374,135



0.27
%

$
379,849



0.28
%


0
%Total

$
138,512,243



100
%

$
137,803,133



100
%  (1)
Based upon the par value of our debt investments The following table presents certain selected financial information regarding the debt investments in our portfolio as of December 31,
2019 and 2018:  As ofDecember 31, 2019


As ofDecember 31, 2018Number of portfolio companies


85



44Percentage of debt bearing a floating
rate(1)


99.99
%


100
%Percentage of debt bearing a fixed
rate(1)


0.01
%



%  (1)
Measured on a fair value basis, and excludes equity securities.  59




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##### Table of Contents

The following table shows the amortized cost and fair value of our performing and non-accrual debt investments as of December 31, 2019:  As of December 31, 2019Amortized Cost


Percentage atAmortized Cost


Fair Value


Percentage atFair ValuePerforming

$
339,969,950



100
%

$
338,013,752



100
%Non-accrual


0







0



Total

$
339,969,950



100
%

$
338,013,752



100
% The following table shows the amortized cost and fair value of our performing and non-accrual debt investments as of December 31, 2018:  As of December 31, 2018Amortized Cost





Fair ValuePerforming

$
136,977,577



100
%

$
136,977,577



100
%Non-accrual


0







0



Total

$
136,977,577



100
%

$
136,977,577



100
% Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does
not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting
purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual
loans to accrual status when past due principal and interest is paid and, in the managements judgment, is likely to remain current. As of December 31, 2019 and 2018, the Fund had no investments that were on
non-accrual status. The following table shows the amortized cost and fair value of the investment
portfolio and cash and cash equivalents as of December 31, 2019:  As of December 31, 2019Amortized Cost


Percentage ofTotalPortfolio


Fair Value


Percentage ofTotalPortfolioFirst Lien Senior Secured Debt

$
332,320,392



91.85
%

$
330,393,205



91.79
%Second Lien Junior Secured Debt

$
7,649,558



2.11
%

$
7,620,547



2.11
%Preferred Stock

$
4,648,225



1.28
%

$
4,861,847



1.35
%Common Stock

$
1,624,199



0.45
%

$
1,518,353



0.42
%Warrants

$
631,366



0.17
%

$
631,366



0.18
%Cash and cash equivalents

$
14,931,791



4.14
%

$
14,931,791



4.15
%Total

$
361,805,531



100
%

$
359,957,109



100
% The following table shows the amortized cost and fair value of the investment portfolio and cash and cash
equivalents as of December 31, 2018:  As of December 31, 2018Amortized Cost


Percentage ofTotalPortfolio


Fair Value


Percentage ofTotalPortfolioFirst Lien Senior Secured Debt

$
135,776,144



96.2
%

$
135,061,980



96.2
%Second Lien Junior Secured Debt

$
1,201,433



0.9
%

$
1,200,773



0.9
%Preferred Stock

$
1,160,531



0.8
%

$
1,160,531



0.8
%Common Stock

$
374,135



0.3
%

$
379,849



0.3
%Cash

$
2,510,208



1.8
%

$
2,510,208



1.8
%Total

$
141,022,451



100
%

$
140,313,341



100
%  60




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##### Table of Contents

The following table shows the composition of the investment portfolio by industry, at
amortized cost and fair value as of December 31, 2019 (with corresponding percentage of total portfolio investments):  As of December 31, 2019Amortized Cost


Percentage ofTotal Portfolio


Fair Value


Percentage ofTotal PortfolioBusiness Services

$
29,492,348



8.50
%

$
29,467,961



8.54
%Consumer Non-Cyclical

$
12,573,051



3.63
%

$
12,628,209



3.66
%Digital Infrastructure & Services

$
35,923,507



10.36
%

$
35,849,013



10.39
%Education

$
9,792,558



2.82
%

$
9,774,744



2.83
%Energy

$
16,097,426



4.64
%

$
15,097,254



4.38
%Financial Services

$
1,037,219



0.30
%

$
1,037,140



0.30
%Healthcare & HCIT

$
77,923,042



22.46
%

$
77,112,970



22.35
%Pharmaceutical

$
5,773,084



1.66
%

$
5,714,446



1.66
%Software & Services

$
145,364,022



41.91
%

$
145,699,305



42.23
%Specialty Finance

$
2,810,973



0.81
%

$
2,804,891



0.81
%Transport & Logistics

$
10,086,510



2.91
%

$
9,839,385



2.85
%$
346,873,740



100
%

$
345,025,318



100
% The following table shows the composition of the investment portfolio by industry, at amortized cost and fair
value as of December 31, 2018 (with corresponding percentage of total portfolio investments):  As of December 31, 2018Amortized Cost


Percentage ofTotal Portfolio


Fair Value


Percentage ofTotal PortfolioBusiness Services

$
13,455,873



9.72
%

$
13,453,009



9.77
%Communications & IT Infrastructure

$
5,261,251



3.80
%

$
5,236,923



3.80
%Consumer Non-Cyclical

$
7,504,952



5.42
%

$
7,500,141



5.44
%Education

$
6,940,001



5.01
%

$
6,920,371



5.02
%Energy

$
10,872,170



7.85
%

$
10,242,840



7.43
%Healthcare & HCIT

$
25,437,461



18.36
%

$
25,411,873



18.44
%Software & Services

$
58,166,581



41.99
%

$
58,165,375



42.21
%Transport & Logistics

$
10,873,954



7.85
%

$
10,872,601



7.89
%$
138,512,243



100
%

$
137,803,133



100
% The Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each
portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of our
investments, which may include the following:  

assessment of success in adhering to the portfolio companys business plan and compliance with covenants;  

periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic
sponsor to discuss financial position, requirements and accomplishments;  

comparisons to our other portfolio companies in the industry, if any;  

attendance at and participation in board meetings or presentations by portfolio companies; and  

review of monthly and quarterly consolidated financial statements and financial projections of portfolio
companies.  61




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##### Table of Contents

Results of Operations The following is a summary of our operating results for the years ended December 31, 2019 and 2018. For information
regarding results of operations for the year ended December 31, 2017, see the Funds Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 20, 2018.  For the Year EndedDecember 31,2019


For the Year EndedDecember 31,2018Total investment income

$
21,734,867


$
5,727,421Total expenses


17,121,122



5,920,912Reimbursement Payment to Adviser


107,841



0Expense Reimbursement from Adviser


(447,556
)


(2,307,281
)Waived Collateral Management Fees


(1,156,419
)


0Waived Management Fee


(380,701
)


(127,862
)Waived Incentive Fees


(132,327
)


(32,302
)Excise Tax Expense


0



3Net investment income


6,622,907



2,273,951Net realized and change in unrealized depreciation on investments


(1,055,465
)


(695,350
)Net increase in net assets resulting from operations

$
5,567,442


$
1,578,601 Investment Income During the year ended December 31, 2019, the Funds investment income was comprised of $21,204,120 of interest income, which includes
$1,390,648 from the net amortization of premium and accretion of discounts, $301,603 of payment-in-kind interest, and $229,144 of other fee income. During the year ended December 31, 2018, the Funds investment income was comprised of $5,516,602 of interest income, which includes
$262,280 from the accretion of discounts, $19,444 of payment-in-kind interest, and $191,375 of other fee income. Operating Expenses The
composition of our operating expenses for the years ended December 31, 2019 and 2018 were as follows:  For the Year EndedDecember 31,2019


For the Year EndedDecember 31,2018Interest and borrowing expenses

$
8,465,414


$
1,749,302Management fees


3,688,293



957,992Professional fees


1,507,579



2,041,495Collateral management fees


1,156,419



0Income-based incentive fee


981,757



232,164Administration and custodian fees


347,444



186,986Insurance expenses


261,351



247,500Directors fees


144,606



149,416Transfer agent fees


28,600



4,424Offering costs


0



156,089Other expenses


539,659



195,544Total expenses


17,121,122



5,920,912Reimbursement payments to Adviser


107,841



0Expense reimbursement from Adviser


(447,556
)


(2,307,281
)Waived collateral management fees


(1,156,419
)


0Waived management fees


(380,701
)


(127,862
)Waived incentive fees


(132,327
)


(32,302
)Net expenses

$
15,111,960


$
3,453,467  62




---

##### Table of Contents

Total operating expenses for the year ended December 31, 2019 increased by
approximately $11.2 million compared to the year ended December 31, 2018. The increase in 2019 is attributable primarily to higher interest and borrowings expenses, collateral management fees, base management fees, income-based incentive
fees and general and administrative expenses offset by lower professional fees. Interest and borrowing expenses Interest and borrowing expenses includes interest, amortization of debt issuance and deferred financing costs, upfront commitment fees and
unused fees on the unused portion of the HSBC Credit Facility and the Barclays Credit Facility (each defined herein, and together, the Credit Facilities), and the Notes (as defined below) issued in the CLO Transaction (as defined below).
The Fund first drew on the HSBC Credit Facility on November 15, 2017. The Fund first drew on the Barclays Credit Facility on January 30, 2019. As of December 31, 2019, there was an outstanding balance of $19,500,000 on the HSBC Credit
Facility. As of December 31, 2018, the HSBC Credit Facility had an outstanding balance of $88,200,000. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities (CLOs), and terminated the Barclays
Credit Facility. The outstanding amount on the Notes is $210,336,633, net of unamortized discount and debt issuance costs as of December 31, 2019. Interest and borrowing expenses for the years ended December 31, 2019 and December 31,
2018, were $8,465,414 and $1,749,302, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 4.39% and 4.26% for the years ending December 31, 2019 and
December 31, 2018, respectively. Management Fee The net management fee expenses for the years ended December 31, 2019 and 2018 were $3,307,592 and $830,130 respectively. The increase in
the management fee for the year ended December 31, 2019 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees. Net Realized Gain (Loss) on Investments During the year ended December 31, 2019, we had principal repayments of $35,633,455, which includes $8,974,614 of revolver and delayed
draw term loan paydowns, and $7,834,771 in sales, resulting in $83,847 of net realized gain. During the year ended December 31,
2018, we had principal repayments of $8,255,007, which included $3,034,789 of revolver and delayed draw term loan paydowns, and $7,557,059 in sales, resulting in $9,514 of net realized gain. Net Change in Unrealized Appreciation (Depreciation) on Investments During the year ended December 31, 2019, we had $1,139,312 in net change in unrealized depreciation on $346,873,740 of investments in 85
portfolio companies. Unrealized depreciation for the year ended December 31, 2019 resulted from a decrease in fair value, primarily due to negative valuation adjustments on Level 2 names that are publicly quoted. For the year ended December 31, 2018 we had $704,864 in net change in depreciation on $138,512,243 of investments in 44 portfolio
companies. Unrealized depreciation for the year ended December 31, 2018 resulted from a decrease in fair value, primarily due to negative valuation adjustments on Level 2 names that are publicly quoted. Net Increase (Decrease) in Net Assets Resulting from Operations For the years ended December 31, 2019 and 2018, the net increase in net assets resulting from operations was $5,567,442 and $1,578,601,
respectively. Based on the weighted average shares of common stock outstanding for the years ended December 31, 2019 and 2018, our per share net increase in net assets resulting from operations was $0.58 and $0.44, respectively.  63




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##### Table of Contents

Cash Flows For the year ended December 31, 2019, cash increased by $12,421,583. During the same period, we used $197,174,227 in operating activities,
primarily as a result of purchases of investments. During the year ended December 31, 2019, we generated $209,595,810 from financing activities, primarily from borrowings and repayments on the Credit Facilities and CLO Notes, issuance of common
stock. For the year ended December 31, 2018, cash decreased by $14,629,650. During the same period, we used $110,709,798 in
operating activities, primarily as a result of purchases of investments. During the year ended December 31, 2018, we generated $96,080,148 from financing activities, primarily from issuance of common stock and borrowings on the HSBC Credit
Facility. Hedging The Fund
may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging
transactions will be entered into or, if they are, that they will be effective. For the year ended December 31, 2019, the Fund did not enter into any hedging contracts. Financial Condition, Liquidity and Capital Resources At December 31, 2019, and December 31, 2018, we had $14,931,791 and $2,510,208 in cash and cash equivalents on hand, respectively. We
expect to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements now existing or that we may enter into in the future and (iv) any future
offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities. Our primary use of funds from a credit facility will be investments in portfolio companies, cash distributions to holders of our common stock
and the payment of operating expenses. In the future, we may also securitize or finance a portion of our investments with a special
purpose vehicle. If we undertake a securitization transaction, we will consolidate our allocable portion of the debt of any securitization subsidiary on our financial statements, and include such debt in our calculation of the asset coverage test,
if and to the extent required pursuant to the guidance of the staff of the SEC. Cash and cash equivalents as of December 31, 2019,
taken together with our uncalled Capital Commitments of $255,922,617 and $30,500,000 undrawn amount on our Credit Facilities, is expected to be sufficient for our investing activities and to conduct our operations for at least the next twelve
months. As of December 31, 2019, we had $14,931,791 in cash and cash equivalents. During the year ended December 31, 2019, we used $197,174,227 for operating activities. Credit Facilities HSBC Credit Facility
Agreement On November 15, 2017, the Fund entered into the HSBC Credit Agreement to establish the HSBC Credit Facility with HSBC
as Administrative Agent and any other lender that becomes a party to the HSBC Credit Facility in accordance with the terms of the HSBC Credit Facility, as lenders. The initial maximum principal amount (the Maximum Commitment) of the HSBC Credit Facility is $30 million. The Maximum
Commitment amount may be increased upon request of the Fund to an amount agreed upon by the Fund and the Administrative Agent. Such increase may be done in one or more requested increases, each in a minimum amount of $10 million and in
$5 million increments thereof, or such lesser amount to be determined by the Administrative Agent, subject to certain terms and conditions. On January 31, 2019, the Fund set the Maximum Commitment as $50 million. So long as no request
for borrowing is outstanding, the Fund may terminate the Lenders commitments (the Commitments) or reduce the Maximum Commitments by giving prior irrevocable written notice to the Administrative Agent. Any reduction of the Maximum
Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event shall a reduction by the Fund reduce the Commitments to $35 million or less (in each case, except for a termination of all the Commitments).
Proceeds under the HSBC Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. Borrowings under the HSBC Credit Facility bear interest, at the Funds election at the time of drawdown, at a rate per annum equal to
(i) with respect to LIBOR Rate Loans, Adjusted LIBOR (as defined in the HSBC Credit Agreement) for the applicable Interest Period; and (ii) with respect  64




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to Reference Rate Loans (as defined in the HSBC Credit Agreement), the greatest of: (i) the rate of interest per annum publicly announced from time to time by the Administrative Agent as its
prime rate, (ii) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points
(2.00%), provided that if such rate is not so published for any day that is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized
standing selected by the Administrative Agent and, upon request of Borrowers, with notice of such quotations to the Borrowers and (iii) except during any period of time during which LIBOR is
unavailable, one-month Adjusted LIBOR plus two hundred basis points (2.00%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments. The HSBC Credit Facility was scheduled to mature on November 13, 2019, subject to the Funds option to extend the maturity date for
up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the Administrative Agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to
the Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request;
(iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November 13, 2019; and (iv) the Fund has delivered an extension
request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November 13, 2019. On January 31, 2019, the Fund reduced its maximum available borrowings under the HSBC Credit Facility from $125 million to
$50 million by giving notice to the Administrative Agent. Effective November 13, 2019, the Fund exercised its option to extend the maturity date of the HSBC Credit Facility to November 11, 2020. Subject to certain terms and conditions, the HSBC Credit Facility is secured by a first priority, exclusive, perfected security interest and
lien in and on all of the Funds right, title and interest, in, to and under, whether now existing or hereafter acquired or arising and wherever located (a) all of the Funds rights, titles, interests and privileges in and to the
Capital Commitments, and the Capital Contributions made by its Investors, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of the Capital Commitments; (b) all of the Funds rights,
titles, interests, remedies, and privileges under the Constituent Documents (i) to issue and enforce Capital Calls and pending Capital Calls, (ii) to receive and enforce Capital Contributions and (iii) relating to Capital Calls,
pending Capital Calls, Capital Commitments or Capital Contributions; (c) all proceeds of any and all of the foregoing. The HSBC
Credit Facility contains customary covenants and events of default (with customary cure and notice provisions). As of December 31,
2019, we had $19,500,000 outstanding on the HSBC Credit Facility and we were in compliance with the terms of the HSBC Credit Facility. As of December 31, 2018, we had $88,200,000 outstanding on the HSBC Credit Facility and we were in compliance
with the terms of the HSBC Credit Facility. We intend to continue to utilize the HSBC Credit Facility on a revolving basis to fund investments and for other general corporate purposes. For the years ended December 31, 2019 and December 31, 2018, the components of interest expense related to the HSBC Credit Facility
were as follows:  For the Year Ended December 31,2019


2018Interest and borrowing expenses

$
462,600


$
1,222,642Unused facility fee


162,683



83,237Amortization of deferred financing costs and upfront commitment fees


210,025



443,423Total interest and borrowing expenses

$
835,308


$
1,749,302 Barclays Credit Agreement On December 19, 2018, the Fund formed ABPCIC Funding, an indirectly wholly-owned Delaware limited liability company, the primary purpose
of which was to function as the Funds special purpose, bankruptcy remote, financing subsidiary in connection with the Barclays Credit Agreement, providing for borrowings in an aggregate amount up to $150,000,000 collateralized with certain
assets sold to ABPCIC Funding by the Fund (the Collateral). The Fund was appointed as the Designated Manager of ABPCIC Funding and as such had full and exclusive control of ABPCIC Fundings business and makes all decisions
affecting its affairs (except with respect to certain material actions). On January 30, 2019, ABPCIC Funding entered into the Barclays Credit Agreement.  65




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Concurrently with the closing of the Barclays Credit Agreement, the Fund contributed and/or sold certain assets to ABPCIC Funding pursuant to a transfer agreement (the Transfer
Agreement), by and between the Fund as seller and ABPCIC Funding as buyer. The Fund expected to continue to contribute and/or sell assets to ABPCIC Funding pursuant to the Transfer Agreement in the future. All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility was held in the custody of the Custodian under
an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration services with respect to the collateral pursuant to a
collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management
agreement (the Collateral Management Agreement) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase and management of the assets securing the Barclays
Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was responsible for reimbursing the expenses incurred by the Adviser in
the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed. For the years ended December 31, 2019 and December 31, 2018, the Fund
incurred a collateral management fee of $426,758 and $0, respectively, which was voluntarily waived by the Adviser. The Barclays Credit
Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%.
ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would have matured,
and all accrued and unpaid interest thereunder would have been due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the
sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility was subject to certain restrictions contained in
the 1940 Act. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities, and terminated the Barclays Credit Facility. For a discussion of the CLO Transaction seeNotes to Consolidated Financial
Statements  Note 4. Collateralized Loan Obligations. For the years ended December 31, 2019 and December 31,
2018, the components of interest expense related to the Barclays Credit Facility were as follows:  For the Year Ended December 31,2019


2018Interest and borrowing expenses

$
3,336,538


$
0Commitment fees


56,338



0Amortization of deferred financing costs


355,465



0Total interest and borrowing expenses

$
3,748,341


$
0 Borrowings of ABPCIC Funding were considered borrowings by the Fund for purposes of complying with the asset
coverage requirements under the 1940 Act applicable to business development companies. The obligations of ABPCIC Funding under the Barclays Credit Facility were non-recourse to the Fund. The Barclays Credit
Facility was in effect during 2019, but terminated on August 9, 2019. Debt Securitization On August 9, 2019, the Issuer and the Co-Issuer, each a newly formed special purpose vehicle,
completed the CLO Transaction. The Notes offered by the Co-Issuers in the CLO Transaction are secured by a diversified portfolio of the Co-Issuers consisting primarily
of middle market loans and participation interests in middle market loans and may also include some broadly syndicated loans. The CLO Transaction was executed through a private placement of: (i) $178,200,000 of
Class A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73% per annum; (ii) $25,000,000 of Class A-2A Senior
Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45% per annum; (iii) $9,950,000 of Class A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.23% per annum; (iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40% per annum; and
(v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40% per annum. The Notes are scheduled to mature on August 9, 2030. In a series of contemporaneous transactions on the closing date of the CLO Transaction, (i) the Issuer, together with the issuance of
certain of the Notes (including $16,400,000 of Class B Notes, $17,350,000 of Class C Notes and $53,600,000 of subordinated notes (the Subordinated Notes)  66




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to ABPCI Direct Lending Fund CLO VI Depositor LLC (the Depositor), a wholly-owned subsidiary of the Fund, purchased the initial collateral obligations (which will settle pursuant to
the Closing Merger, as such term is defined below) pursuant to a loan sale and contribution agreement dated as of August 9, 2019 (the Loan Sale Agreement), among the Fund, as seller, the Depositor, as intermediate seller, and the
Issuer, as buyer, as amended or otherwise modified from time to time, (ii) the Issuer repaid all of the outstanding obligations owed to the lenders and agents of the Barclays Credit Facility, (iii) the Issuer made a cash distribution of
approximately $8,400,000 to the Fund (in its capacity as sole member of ABPCIC Funding), (iv) the Fund caused ABPCIC Funding to merge into the Issuer with the Issuer being the entity surviving such merger (such merger transaction,
the Closing Merger) and (v) the Issuer made any other payments due in connection with the repayment of the Barclays Credit Facility and the Closing Merger and paid any other fees and expenses expected to be paid as of such
date. Any realized and unrealized gains and losses of ABPCIC Funding during the term of the Barclays Credit Facility are for the Issuers account (except to the extent previously distributed to the Fund). Under the terms of the Closing Merger,
the rights and property of ABPCIC Funding (including the collateral obligations and eligible investments (if any) acquired by ABPCIC Funding and not distributed or sold as described above) immediately vested in the Issuer. In addition, the Issuer
became liable for and subject, in the same manner as ABPCIC Funding, to all funding obligations on any revolving collateral obligations and delayed drawdown collateral obligations and all other liabilities and obligations related to the collateral
obligations previously owned by ABPCIC Funding. Following the closing of the CLO Transaction, the Depositor is the 100% owner of the Subordinated Notes. The Notes are the secured obligations of the Co-Issuers, and the indenture governing the Notes
includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act, as amended, or any state securities or blue sky laws and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from registration. The Adviser serves as collateral manager to the Issuer
pursuant to the Collateral Management Agreement. For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under
the Collateral Management Agreement. For the year ended December 31, 2019, the Fund incurred a collateral management fee of $729,661, which was voluntarily waived by the Adviser. The interest rate and outstanding borrowings under the Notes as of December 31, 2019 were as follows:  Notes

Principal Amount


Interest rate at December
31, 2019

Carrying Value


Fair ValueClass A-1

$
178,200,000


L+1.73%

$
175,875,031



178,195,723Class A-2A


25,000,000


L+2.45%


24,673,826



24,889,050Class A-2B


9,950,000


4.23%


9,787,776



9,916,279Class B


16,400,000


L+3.40%


0



0Class C


17,350,000


L+4.40%


0



0Subordinated Notes


53,600,000


N/A


0



0Total

$
300,500,000




$
210,336,633


$
213,001,052 For the year ended December 31, 2019, the components of interest expense related to the Notes were as
follows:  For the Year EndedDecember 31,2019Interest and borrowing expenses

$
3,359,202Amortization of debt issuance costs


522,563Total interest and borrowing expenses

$
3,881,765 Equity Activity We have the authority to issue 200,000,000 shares of common stock at a $0.01 per share par value. We have entered into Subscription Agreements with investors providing for the private placement of our common shares. Under the terms of the
Subscription Agreements, investors are required to fund drawdowns to purchase the Funds common shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a
capital draw down notice. As of December 31, 2019, we received Capital Commitments of $397,620,551. Inception to December 31, 2019, we received capital contributions to the Fund of $141,697,934. Proceeds from the issuance of shares in
respect of draw down notices described below were used for investing activities and for other general corporate purposes.  67




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##### Table of Contents

For the year ended December 31, 2019, the Fund received total Capital Commitments of
$89,116,441, had $3,559,092 of dividend reinvestments, issued 358,450 shares to investors that opted into the Funds dividend reinvestment plan, $232,123 was withdrawn from the Fund as part of the SBCAA share repurchase program, issued capital
drawdown notices to its investors for an aggregate amount of $78,937,266 and issued 7,908,617 shares to investors in respect of such capital drawdowns. For the year ended December 31, 2018, the Fund received Capital Commitments of $187,073,132,
had $1,279,671 of dividend reinvestments, issued 128,226 shares to investors that opted into the Funds dividend reinvestment plan, $68,122 was withdrawn from the Fund as part of the SBCAA share repurchase program (which commenced in November
2018) and issued capital drawdown notices to its investors for an aggregate amount of $38,547,401 and issued 3,844,860 shares to investors in respect of such capital drawdowns. Distributions Distributions to
stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions
to our stockholders will be declared out of assets legally available for distribution. The following table summarizes distributions
declared during the year ended December 31, 2019:  Date Declared

Record Date


Payment Date


AmountPer Share


TotalDistributionsMarch 27, 2019


March 27, 2019



April 25, 2019


$
0.15


$
1,057,242June 28, 2019


June 28, 2019



July 19, 2019


$
0.16


$
1,690,999September 25, 2019


September 26, 2019



October 30, 2019


$
0.13


$
1,674,929December 27, 2019


December 27, 2019



January 30, 2020


$
0.17


$
2,119,822Total distributions declared









$
0.61


$
6,542,992 The following table summarizes distributions declared during the year ended December 31, 2018:  Date Declared

Record Date


Payment Date


AmountPer Share


TotalDistributionsJune 28, 2018


June 28, 2018



June 29, 2018


$
0.25


$
759,327September 27, 2018


September 27, 2018



September 28, 2018


$
0.12


$
625,565December 27, 2018


December 27, 2018



January 29, 2019


$
0.18


$
911,332Total distributions declared









$
0.55


$
2,296,224 The federal income tax characterization of distributions declared and paid for the fiscal year will be
determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year. For the year ended December 31, 2019, the Fund
distributed $6,542,992 to stockholders, of which $6,505,658 was attributable to ordinary income and $37,334 was attributable to long-term capital gains. The character of distributions for federal income tax purposes are determined in accordance with
income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains. To the extent the Funds taxable earnings fall below the total amount of its distributions paid for that fiscal year, a portion of those
distributions may be deemed a return of capital to the Funds stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to stockholders may be the original capital invested by the stockholder rather than the
Funds income or gains. SBCAA Share Repurchase Plan On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to
reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested
persons of the BDC and who have no financial interest in the proposal). On September 26, 2018, the Funds stockholders approved the reduction of the asset coverage ratio applicable to the Fund from 200% to 150%. Pursuant to the SBCAA, on
November 27, 2018, the Fund extended to its stockholders as of such date the opportunity to sell the shares  68




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##### Table of Contents

held by that stockholder as of such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained. The following table summarizes shares repurchased during the year ended December 31, 2019:  Tender Period

Payment Date

Shares

Dollar Amount

Average Price Paid Per Share(1)2/22/2019-3/26/2019

3/28/2019

7,331

$72,668

$
9.915/17/2019-6/25-2019

6/28/2019

7,529

$75,042

$
9.978/16/2019-9/25/2019

9/25/2019

8,478

$84,413

$
9.9523,338

$232,123  (1)
Per share price disclosed in this column is the actual price at which each share was repurchased. The following table summarizes shares repurchased during the year ended December 31, 2018:  Tender Period

Payment Date

Shares


Dollar Amount


Average Price Paid Per Share(1)11/27/2018-12/27/2018

12/28/2018


6,785


$
68,122


$
10.046,785


$
68,122  (1)
Per share price disclosed in this column is the actual price at which each share was repurchased. Contractual Obligations We have entered into certain contracts under which we have future commitments. Payments under the Amended and Restated Advisory Agreement with
the Adviser consist of (i) a base management fee equal to a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash
and cash equivalents, during such fiscal quarter and (ii) an incentive fee based on our performance. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders. Under the Administration
Agreement, we will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement. Stockholder approval is not required to
amend the Administration Agreement or Expense Reimbursement Agreement. Any new investment advisory agreement would be subject to approval by our stockholders. The following table shows our contractual obligations as of December 31, 2019:  Payments Due by Period (Millions)Total


Less Than1 Year


1 3 Years


3  5 Years


More Than5 YearsHSBC Credit Facility

$
19.5


$
19.5


$



$



$
Class A-1 Senior Secured Floating Rate Note

$



$



$



$



$
175.9Class A-2A Senior Secured Floating Rate Note


$



$



$



$



$
24.7Class A-2B Senior Secured Floating Rate Note


$



$



$



$



$
9.8 The following table shows our contractual obligations as of December 31, 2018:  Payments Due by Period (Millions)Total


Less Than1 Year


1  3 Years


3  5 Years


More Than5 YearsHSBC Credit Agreement

$
88.2


$
88.2


$



$



$
 SeeNotes to Consolidated Financial Statements  Note 4. Borrowings for a
discussion of the terms of the Credit Facilities and CLO Notes.  69




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##### Table of Contents

Off-Balance Sheet Arrangements As of December 31, 2019, and December 31, 2018, the Fund had unfunded Capital Commitments related to Subscription Agreements of
$255,922,617 and $245,767,442, respectively. We may become a party to financial instruments with
off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and
involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the consolidated statements of assets and liabilities. As of December 31, 2019, our off-balance
sheet arrangements consisted of the following:  Investment Type

Facility Type

CommitmentExpiration Date(1)


UnfundedCommitment(2)


FairValue(3)1st Lien/Senior Secured Debt5 Bars, LLC

Delayed Draw Term Loan


9/27/2024


$
3,448,816


$
(51,732
)5 Bars, LLC

Revolver


9/27/2024


$
646,653


$
(9,700
)AEG Holding Company, Inc.

Revolver


11/20/2023


$
558,432


$
(11,168
)Ahead Data Blue, LLC

Revolver


11/8/2024


$
961,256


$
(19,225
)American Physician Partners, LLC

Revolver


12/21/2021


$
266,402


$
(2,664
)AMI US Holdings, Inc.

Revolver


4/1/2024


$
612,979


$
(12,260
)Analogic Corporation

Revolver


6/22/2023


$
258,261


$
(3,616
)Avetta, LLC

Delayed Draw Term Loan


4/11/2020


$
1,235,991


$
(12,360
)Avetta, LLC

Revolver


4/10/2024


$
494,396


$
(9,888
)BEP Borrower Holdco, LLC

Delayed Draw Term Loan A


6/12/2021


$
1,288,304


$
(12,883
)BEP Borrower Holdco, LLC

Delayed Draw Term Loan B


6/30/2020


$
2,576,608


$
(25,766
)BEP Borrower Holdco, LLC

Revolver


6/12/2024


$
429,435


$
(6,442
)Blink Holdings, Inc.

Delayed Draw Term Loan


11/8/2020


$
119,189


$
(1,192
)Broadway Technology, LLC

Revolver


4/1/2024


$
383,845


$
(7,677
)Businesssolver.com, Inc.

Revolver


5/15/2023


$
194,118


$
Captain Ds, Inc.

Revolver


12/15/2023


$
60,466


$
(604
)CutisPharma, Inc.

Revolver


3/21/2023


$
482,932


$
(8,451
)CutisPharma, Inc.

Delayed Draw Term Loan


5/17/2021


$
482,932


$
(8,451
)Degreed, Inc.

Delayed Draw Term Loan


5/31/2021


$
1,810,522


$
(17,562
)Degreed, Inc.

Revolver


5/31/2024


$
417,813


$
(7,228
)Delaware Valley Management Holdings, Inc.

Delayed Draw Term Loan


3/21/2021


$
5,268,797


$
(105,376
)Delaware Valley Management Holdings, Inc.

Revolver


3/21/2024


$
158,064


$
(3,161
)Dillon Logistics, Inc.

Revolver


12/11/2023


$
41,191


$
(2,912
)Dispatch Track, LLC

Revolver


12/17/2024


$
169,081


$
(2,537
)E2open LLC

Revolver


11/26/2024


$
311,365


$
(3,114
)Engage2Excel, Inc.

Delayed Draw Term Loan


10/25/2020


$
664,490


$
(6,645
)Engage2Excel, Inc.

Revolver


3/7/2023


$
125,635


$
(2,513
)EnterpriseDB Corporation

Revolver


6/21/2024


$
696,355


$
(10,445
)Ethos Veterinary Health LLC

Term Loan


5/17/2021


$
839,091


$
(8,391
)EvolveIP, LLC

Delayed Draw Term Loan


11/26/2021


$
755,824


$
(11,337
)EvolveIP, LLC

Revolver


6/7/2023


$
566,868


$
(8,503
)Exterro, Inc.

Revolver


5/31/2024


$
330,000


$
(1,650
)Finalsite Holdings, Inc.

Revolver


9/25/2024


$
253,142


$
(3,797
)Fuze, Inc.

Delayed Draw Term Loan


9/20/2021


$
2,591,772


$
(117,926
)Fuze, Inc.

Revolver


9/20/2024


$
388,766


$
(17,689
)Genesis Acquisition Co.

Delayed Draw Term Loan


7/31/2020


$
364,466


$
(3,645
)Genesis Acquisition Co.

Revolver


7/31/2024


$
131,560


$
(2,631
)GHA Buyer, Inc.

Delayed Draw Term Loan


12/31/2020


$
570,916


$
(5,709
)GHA Buyer, Inc.

Delayed Draw Term Loan


12/31/2020


$
675,044


$
(6,750
)GHA Buyer, Inc.

Revolver


10/23/2023


$
202,513


$
(4,050
)  70




---

##### Table of Contents

Investment Type

Facility Type

CommitmentExpiration Date(1)


UnfundedCommitment(2)


FairValue(3)GS AcquisitionCo, Inc.

Revolver


5/24/2024


$
108,813


$
(1,360
)GS AcquisitionCo, Inc.

Second SupplementalDelayed Draw Term Loan


8/2/2021


$
1,934,450


$
(13,251
)Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan


3/11/2020


$
2,365,584


$
INH Buyer, Inc.

Revolver


1/31/2024


$
205,858


$
(3,088
)InSite Wireless Group, LLC

Term Loan


8/1/2022


$
6,179,466


$
(77,243
)Lucky Bucks, LLC

Delayed Draw Term Loan


4/9/2020


$
64,919


$
(1,136
)Metametrics, Inc.

Revolver


9/10/2025


$
651,183


$
(13,024
)Nine Point Energy, LLC

Revolver


6/7/2024


$
328,125


$
(6,562
)Nine Point Energy, LLC

Delayed Draw Term Loan


6/7/2021


$
1,312,500


$
(26,250
)OMH-HealthEdge Holdings, LLC

Revolver


10/24/2024


$
458,721


$
(10,321
)Pace Health Companies, LLC

Revolver


8/2/2024


$
616,682


$
(6,167
)PF Growth Partners, LLC

Delayed Draw Term Loan


7/11/2021


$
300,356


$
(3,003
)Pinnacle Dermatology Management, LLC

Delayed Draw Term Loan


5/18/2020


$
1,643,567


$
(32,871
)Pinnacle Dermatology Management, LLC

Revolver


5/18/2023


$
468,424


$
(9,368
)Real Capital Analytics, Inc.

Revolver


10/2/2024


$
138,948


$
(695
)Rhode Holdings, Inc.

Delayed Draw Term Loan


5/3/2021


$
467,302


$
(5,280
)Rhode Holdings, Inc.

Revolver


5/2/2025


$
161,139


$
(3,223
)RxBenefits, Inc.

Revolver


3/29/2024


$
575,767


$
(5,758
)Selligent, Inc.

Revolver


11/3/2023


$
200,660


$
(3,010
)Single Digits, Inc.

Delayed Draw Term Loan


12/21/2020


$
1,040,369


$
(10,404
)Single Digits, Inc.

Revolver


12/21/2023


$
416,148


$
(4,161
)Sirsi Corporation

Revolver


3/15/2024


$
332,245


$
(4,984
)Smile Brands, Inc.

Delayed Draw Term Loan


10/12/2020


$
333,798


$
Smile Brands, Inc.

Revolver


10/12/2023


$
220,833


$
Sugarcrm, Inc.

Revolver


7/31/2024


$
310,244


$
Summit Infrastructure Group, Inc.

Delayed Draw Term Loan


3/15/2021


$
1,125,756


$
(22,515
)Summit Infrastructure Group, Inc.

Revolver


3/15/2024


$
562,878


$
(11,258
)Swiftpage, Inc.

Revolver


6/13/2023


$
225,317


$
(4,506
)Symplr Software, Inc.

Revolver


11/30/2023


$
27,828


$
(417
)Telesoft Holdings, LLC

Revolver


12/16/2025


$
596,865


$
(13,430
)The Center for Orthopedic and Research Excellence, Inc.

Delayed Draw Term Loan


8/15/2021


$
1,726,330


$
(15,105
)The Center for Orthopedic and Research Excellence, Inc.

Revolver


8/15/2025


$
656,005


$
(11,480
)Theranest, LLC

Delayed Draw Term Loan


7/23/2020


$
1,386,857


$
(20,803
)Theranest, LLC

Revolver


7/24/2023


$
428,571


$
(8,571
)TRGRP, Inc.

Revolver


11/1/2023


$
333,333


$
(6,667
)Tropical Smoothie Cafe, LLC

Revolver


9/24/2023


$
96,435


$
Tropical Smoothie Cafe, LLC

Delayed Draw Term Loan


6/18/2021


$
6,659,893


$
Velocity Purchaser Corporation

Revolver


12/1/2022


$
193,237


$
ZBS Alliance Animal Health, LLC

Delayed Draw Term Loan


11/8/2025


$
4,535,600


$
(90,712
)ZBS Alliance Animal Health, LLC

Revolver


11/8/2025


$
181,424


$
(3,628
)Total 1st Lien/Senior Secured Debt







$
71,406,720


$
(1,007,901
)Total







$
71,406,720


$
(1,007,901
) As of December 31, 2018, our off-balance sheet arrangements
consisted of the following:  Investment Type

Facility Type

CommitmentExpiration Date(1)


UnfundedCommitment(2)


FairValue(3)1st Lien/Senior Secured DebtAEG Holding Company, Inc.

Delayed Draw Term Loan


11/20/2019


$
1,083,629


$
(21,673
)AEG Holding Company, Inc.

Revolver


11/20/2023



216,726



(4,335
)American Physician Partners LLC

Delayed Draw Term Loan


01/29/2020



3,212,948



(48,194
)American Physician Partners LLC

Revolver


12/21/2021



347,466



(5,212
)Analogic Corporation

Revolver


06/22/2023



286,957



(5,739
)  71




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##### Table of Contents

Investment Type

Facility Type

CommitmentExpiration Date(1)


UnfundedCommitment(2)


FairValue(3)Avetta, LLC

Delayed Draw Term Loan


04/11/2020



1,235,991



(12,360
)Avetta, LLC

Revolver


04/10/2024



494,396



(4,944
)Businesssolver.com, Inc.

Delayed Draw Term Loan


05/15/2020



291,176



(5,824
)Businesssolver.com, Inc.

Revolver


05/15/2023



194,118



(3,882
)Caliper Software, Inc.

Revolver


11/30/2023



281,636



(4,225
)Captain Ds, Inc.

Revolver


12/15/2023



112,481



(1,125
)Dillon Logistics, Inc.

Revolver


12/11/2023



225,550



(3,404
)Drilling Info Holdings, Inc.

Delayed Draw Term Loan


07/30/2020



233,718



(1,461
)E2open LLC

Delayed Draw Term Loan


05/26/2020



736,677



(11,050
)E2open LLC

Revolver


11/26/2024



311,365



(4,670
)Engage2Excel, Inc.

Revolver


03/07/2023



270,115



(5,402
)Exterro, Inc.

Revolver


05/31/2024



330,000



(6,600
)Finalsite Holdings, Inc.

Revolver


09/25/2024



253,142



(4,430
)Genesis Acquisition Co.

Delayed Draw Term Loan


07/31/2020



364,466



(3,645
)Genesis Acquisition Co.

Revolver


07/31/2024



202,400



(4,048
)GHA Buyer, Inc.

Delayed Draw Term Loan


06/20/2020



675,044



(13,501
)GHA Buyer, Inc.

Revolver


10/22/2023



202,513



(4,050
)InSite Wireless Group, LLC

Revolver


03/15/2023



197,231



(2,958
)InSite Wireless Group, LLC

Term Loan


03/15/2021



1,311,586



(19,674
)Lucky Bucks, LLC

Delayed Draw Term Loan


04/09/2020



556,562



(9,740
)Maintech, Incorporated

Revolver


12/28/2022



60,500



(908
)Ministry Brands, LLC

Delayed Draw Term Loan


12/02/2022



947,111



(4,736
)Perforce Intermediate Holdings, LLC

Revolver


12/28/2022



591,549



(5,915
)Pinnacle Dermatology Management, LLC

Delayed Draw Term Loan


05/18/2020



1,920,536



(38,411
)Pinnacle Dermatology Management, LLC

Revolver


05/18/2023



468,424



(9,368
)Pivotal Payments, Inc.

Delayed Draw Term Loan


03/28/2020



183,152



(1,832
)Platinum Dermatology Partners, LLC

General Delayed DrawTerm Loan Commitment


07/03/2019



568,394



(11,368
)Platinum Dermatology Partners, LLC

Revolver


01/03/2023



498,592



(9,972
)Qualifacts Corporation

Revolver


12/12/2022



300,000



(1,500
)Selligent, Inc.

Revolver


11/03/2023



200,660



(3,010
)Single Digits, Inc.

Delayed Draw Term Loan


12/21/2020



1,040,369



(10,404
)Single Digits, Inc.

Revolver


12/21/2023



416,148



(4,161
)Smile Brands, Inc.

Delayed Draw Term Loan


10/12/2020



477,340



(4,773
)Smile Brands, Inc.

Revolver


10/12/2023



212,340



(2,123
)Sugarcrm, Inc.

Revolver


07/31/2024



232,683



(4,072
)Swiftpage, Inc.

Revolver


06/13/2023



225,317



(4,506
)Theranest, LLC

Delayed Draw Term Loan


07/23/2020



2,785,713



(41,786
)Theranest, LLC

Revolver


07/23/2023



428,571



(8,571
)Trade Supplies Acquisition, LLC

Revolver


11/21/2023



469,177



(7,038
)TRGRP Acquisition Corp.

Revolver


11/01/2023



333,333



(6,667
)Tropical Smoothie Café, LLC

Revolver


09/24/2023



96,435



(964
)Velocity Purchaser Corporation

Revolver


12/01/2022



193,237



(3,865
)Veriforce Holdings, LLC

Revolver


07/13/2023



281,646



(4,929
)Total 1st Lien/Senior Secured Debt







$
26,559,120


$
(403,025
)Total







$
26,559,120


$
(403,025
)  (1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and
certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. (2)
Net of capitalized fees, expenses and original issue discount (OID). (3)
A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and
liabilities. The negative fair value is the result of the capitalized discount on the loan.  72




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##### Table of Contents

Co-investment Exemptive Order On August 6, 2018, the SEC granted us relief sought in a new exemptive application that expands the
co-investment exemptive relief previously granted to us in October 2016 to allow us to co-invest in portfolio companies with Affiliated Funds in a manner consistent with
our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a required majority (as defined in Section 57(o) of the 1940
Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are
reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is
consistent with our investment objective and strategies. We intend to co-invest with Affiliated Funds, subject to the conditions included in the Order. Asset Coverage In accordance with the
1940 Act, the Fund has historically only been allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Fund to borrow up to one dollar for investment
purposes for every one dollar of investor equity. Asset coverage generally refers to a companys total assets, less all liabilities and indebtedness not represented by senior securities, as defined in the 1940 Act,
divided by total senior securities representing indebtedness and, if applicable, preferred stock. Senior securities for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock. On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to
reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested
persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage
requirements at the 2018 annual meeting of stockholders. On September 26, 2018, at the Funds 2018 annual meeting of stockholders, the Funds stockholders approved the reduction of the required minimum asset coverage ratio applicable
to the Fund from 200% to 150%, which took effect on September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that the Fund is permitted to incur, permitting the Fund to borrow up to two
dollars for investment purposes for every one dollar of investor equity. As of December 31,
2019, and December 31, 2018, the Fund had total senior securities of $229,836,633 and $88,200,000, respectively, consisting of borrowings under the Revolving Credit Facility and Notes, and had asset coverage ratios
of 163% and 172%, respectively. For a discussion of certain risks associated with the reduction of the required minimum asset coverage ratio applicable to the Fund, see Risk Factors  Risks Related to Our Business and
Structure  The SBCAA allows us to incur additional leverage, which may increase the risk of investing with us. Critical Accounting
Policies Valuation of Investments We measure the value of our investments at fair value accordance withAccounting Standards Codification Topic 820, Fair Value
Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards Board, or FASB. Fair value is 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. The audit committee of our Board (the Audit Committee) is
also responsible for assisting our Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With
respect to portfolio investments for which market quotations are not readily available, our Board, with the assistance of the Adviser and its senior investment team and independent valuation firms, is responsible for determining in good faith the
fair value in accordance with the valuation policy approved by our Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated
by those results. We consider a range of fair values based upon the valuation techniques utilized and select the value within that range that was most representative of fair value based on current market conditions as well as other factors the
Advisers senior investment team considers relevant.  73




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##### Table of Contents

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to
those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and
provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:  

Level 1  Quoted prices in active markets for identical investments.  

Level 2  Other significant observable inputs (including quoted prices for similar investments,
interest rates, prepayment speeds, credit risk, etc.).  

Level 3  Significant unobservable inputs (including the Funds own assumptions in determining the
fair value of investments at the reporting date). The level in the fair value hierarchy within which the fair value
measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or
observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or
liability. The determination of what constitutes observable requires significant judgment by the Fund. The Fund considers
observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Because of the inherent uncertainty of valuation for all fair value investments and interests, the Boards determination of fair value
may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material. The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the
amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Boards determination of fair value using the methodology described herein. Any valuation of an investment may
not reflect the actual amount received by the Fund upon the liquidation of such investment. Our investments will be primarily loans made
to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the
Advisers senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs. Investment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition Investment transactions are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using
the identified cost method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that
are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the consolidated statement of operations. Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent
that we expect to collect such amounts. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default,
interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective
interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. Management and Incentive Fees We
will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until
the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio  74




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##### Table of Contents

(and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Funds portfolio as of
period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Funds overall investment results. Federal Income Taxes We have elected to
be treated, and to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term
capital gains in excess of its net long-term capital losses, if any, to its stockholders. We intend to distribute sufficient dividends to maintain our RIC status each year and we do not anticipate paying any material federal income taxes in the
future.  Item 7A.
Quantitative and Qualitative Disclosures About Market Risk We are subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net
investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment
income. Because we expect that most of our investments will bear interest at floating rates, we anticipate that an increase in interest rates would have a corresponding increase in our interest income that would likely offset any increase in our
cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on our net investment income. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect
that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a
consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that
would have been used had a readily available market value existed for such investments, and the differences could be material. Assuming
that the consolidated statement of assets and liabilities as of December 31, 2019 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of
hypothetical base rate changes in interest rates.  Change in Interest Rates

Increase (Decrease) inInterest Income


Increase (Decrease) inInterest Expense


Net Increase (Decrease) inNet Investment IncomeDown 25 basis points

$
(864,867
)

$
(581,625
)

$
(283,242
)Up 100 basis points


3,459,467



2,326,500



1,132,967Up 200 basis points


6,918,935



4,653,000



2,265,935Up 300 basis points


10,378,403



6,979,500



3,398,903 In addition, although we do not currently intend to make investments that are denominated in a foreign
currency, to the extent we do, we will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign
exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved. We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and
forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our
portfolio of investments with fixed interest rates.  Item 8.
Consolidated Financial Statements and Supplementary Data Information required by this Item is included beginning on page F-1.  Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.  75




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##### Table of Contents

Item 9A.
Controls and Procedures Evaluation of disclosure controls and procedures As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded
that our current disclosure controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material information relating to us that is required to be disclosed by us in the reports we file or submit under
the Exchange Act. Managements report on internal control over financial reporting The Funds management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer, the Fund
conducted an evaluation of the effectiveness of internal control over financial reporting based on the criteria established in Internal Control  Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on the Funds evaluation under the framework in Internal Control  Integrated Framework (2013), management concluded that the Funds internal control over financial reporting was effective as of
December 31, 2019. Changes in internal controls over financial reporting There have been no changes in the Funds internal control over financial reporting (as defined in
Rule 13a-15(f) of Exchange Act) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Funds internal
control over financial reporting.  Item 9B.
Other Information None. PART III  Item 10.
Directors, Executive Officers and Corporate Governance Board Purpose and Structure Our business
and affairs are managed under the direction of the Board. The Board is divided into three classes of directors serving staggered three-year terms and consists of five members, three of whom are not interested persons of the Fund, the
Adviser or their respective affiliates under Section 2(a)(19) of the 1940 Act. We refer to these individuals as our Independent Directors. The Board elects our officers, who serve at the discretion of the Board. The responsibilities
of the Board include quarterly determinations of fair value of our assets, corporate governance activities, oversight of our financing arrangements and oversight of our investment activities. Oversight of our investment activities extends to
oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment activities. The Board anticipates
reviewing risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or
presentations. The goal of the Boards risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however,
that the Boards oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments. Our Board has established an Audit Committee and a Nominating and Corporate Governance Committee, and may establish additional committees from
time to time as necessary. The scope of the responsibilities assigned to each of these committees is discussed in greater detail below. J. Brent Humphries, an interested person of the Fund, serves as Chairman of our Board and President
of the Fund. We believe that Mr. Humphries history with the Adviser as its President and Chairman of the Investment Committee and his extensive knowledge of and experience in the financial services industry qualify him to serve as the
Chairman of our Board. Our view is that we are best served through this existing leadership structure, as Mr. Humphries relationship with the Adviser provides an effective bridge and encourages an open dialogue between management and the
Board, ensuring that both groups act with a common purpose. Our Board does not have a lead Independent Director. We are aware of the
potential conflicts that may arise when a non-Independent Director is Chairman of our Board, but believe these potential conflicts are offset by our strong corporate governance practices. Our
corporate governance  76




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##### Table of Contents

practices include regular meetings of the Independent Directors in executive session without the presence of interested Directors and management and the establishment of an Audit Committee and a
Nominating and Corporate Governance Committee, each of which is comprised solely of Independent Directors. Board Meetings and Attendance During 2019, including both regularly scheduled and special meetings, our Board met a total of four times, the Audit Committee met a total of
four times and the Nominating and Corporate Governance Committee met a total of two times. During 2019, none of the Funds Directors attended fewer than 75% of the meetings of the Board. Additionally, in 2019, 100% of the members of the Audit
Committee attended all of the meetings of such committee and 100% of the members of the Nominating and Corporate Governance Committee attended all of the meetings of such committee. During each meeting of the Audit Committee, the Audit Committee met
privately with the Funds independent registered public accounting firm. All directors are expected to attend least 75% of the aggregate number of meetings of our Board and of the respective committees on which they serve. We require each
director to make a diligent effort to attend all Board and committee meetings. We do not have a formal policy regarding director attendance at an annual meeting of stockholders. All of our directors attended the 2019 annual meeting of stockholders,
either in person or telephonically. Board of Directors and Executive Officers Directors Under our articles of
incorporation, our directors are divided into three classes. At each annual meeting, directors are elected for staggered terms of three years, with the term of office of only one of these three classes of directors expiring each year. Each director
will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Information regarding our Board is as follows:  Name

Age


Class

Position

DirectorSince


ExpirationofTermInterested DirectorsJ. Brent Humphries


52


Class I

President and Chairman of AB Private Credit Investors Corporation
President, AB Private Credit Investors LLC (Adviser)


2016



2020Matthew Bass


41


Class II

Interested Director


2016



2021Independent DirectorsTerry Sebastian


52


Class I

Director


2016



2020John G. Jordan


49


Class II

Director


2016



2021Richard S. Pontin


66


Class III

Director


2016



2022 The address for each of our directors is c/o AB Private Credit Investors Corporation, 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105.  77




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##### Table of Contents

Executive Officers Who Are Not Directors  Name

Age


Executive Officer Since


PositionMark R. Manley


57



2016


Chief Compliance OfficerWesley Raper


41



2016


Chief Financial Officer Biographical Information Directors Our directors have been
divided into two groups  interested directors and independent directors. An interested director is an interested person as defined in Section 2(a)(19) of the 1940 Act. Interested Directors J.
Brent Humphries, our President and the Chairman of our Board, is also the President of the Adviser, which is responsible for all investment decisions for the Fund. Brent Humphries joined AB in 2014 as a founding member and President of the
Adviser, where he has primary responsibility for overseeing all aspects of the business, including investor relations, investment originations, structuring and underwriting, as well as ongoing portfolio management and compliance. He previously held
the same position with Barclays Private Credit Partners LLC. Prior to joining Barclays, Humphries served as group head, generalist financial sponsor coverage for the Goldman Sachs Specialty Lending Group, and later led its structured private equity
initiative. Before that, he served as a partner and managing director of the Texas Growth Fund and TGF Management Corp., a middle-market private equity fund and investment advisor, respectively. Humphries previously worked in leveraged finance with
NationsBank and J.P. Morgan, and as a financial analyst with Exxon. He holds a B.B.A. in finance with an emphasis in accounting from the University of Oklahoma and an M.B.A. from the Harvard Business School. We believe that Mr. Humphries
experience in middle market corporate credit is a significant competitive advantage for the Fund. Matthew Bass is a Senior
Vice President and Global Head of Alternatives and Multi-Asset Business Development for AB. Prior to joining AB in 2010, he was a program director at the U.S. Department of the Treasury, where he was responsible for the design and implementation of
various real estate and real estate capital-markets programs pursuant to the Troubled Asset Relief Program. Prior to joining the U.S. Department of the Treasury in 2009, Mr. Bass was a vice president at The Blackstone Groups GSO Capital
Partners unit. He began his career in the Financial Institutions Investment Banking Group at UBS. Mr. Bass holds a B.S. in Finance from Lehigh University. Mr. Bass was selected as an Interested Director because of his prior leadership
experience, significant investment knowledge and financial expertise. Independent Directors John G. Jordan is an Advisory Board Member of LBJ Family Wealth Advisors, Ltd., a position he has held since 2015 and a
managing member of Viaje 254, LLC a position he has held since 2018. From 2000 to 2015 he was President and a member of the Board of Directors of BusinesSuites, LP, which he grew into the third largest provider of shared office space, virtual
offices, and meeting rooms in North America. In 2015, BusinesSuites, LP was renamed Watch Hill Holdings, LP, and from that time through 2017, Mr. Jordan served as the entitys President and a member of its Board of Directors.
Mr. Jordan also served as the Treasurer and a member of the Board of Directors of Preferred Office Network, LLC from 2010-2015, as a member of the Board of Directors of Texas 4000 for Cancer, a non-profit
organization, from 20102014, and as the Treasurer, President, and a member of the Board of Directors of the Global Workspace Association from 20082013. Prior to 2000, he held positions as Director of Business Development of SiLogiX, LLC,
Investment Associate at the LBJ Holding Company, Assistant Vice President of Bank One, Texas, N.A. and Financial Analyst at CFO Services Inc. Mr. Jordan holds a B.B.A. and an M.B.A. from The University of Texas at Austin, where he was also a
part-time lecturer in Entrepreneurial Finance from 20002006. Mr. Jordan was selected as one of our Independent Directors because of his prior board experience and financial expertise. Richard S. Pontin served as a member the Board of Directors and audit committee of Tangoe, a leading provider of
information Technology and telecom asset and financial management services for global enterprises, from 2007 through June 2017. He previously served as Executive Chairman of Tangoe from 20072009 and as Chief Executive Officer and a member of
the Board of Directors of its predecessor company, TRAQ Wireless, from 20042007. Mr. Pontin also served as a member of the Board of Directors and the Compensation Committee of PlumChoice Inc. from 20102018. Since 2002
Mr. Pontin has also been an advisor to private equity and venture capital companies and entrepreneurs. He has advised several firms, focusing on corporate strategy, business planning, competitive analysis, M&A due diligence, KPI/metric
implementation, product planning, and interim  78




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##### Table of Contents

Chief Executive Officer Management. Mr. Pontin was an Executive Partner at Teakwood Capital from 2011 to 2015. Between 2002 and 2011 Mr. Pontin served as the Chief Executive Officer of
each of Airclic, Inc., Airband Communications, and Ionex Telecom. Prior to 2002, he served as President and Chief Operating Officer of Broadwing Communications and President and Chief Operating Officer of Cincinnati Bell, Inc., and held various
positions at Nextel Communications, Bell South, MCI Communications, AT&T and Marion Laboratories. Mr. Pontin holds a B.S. in Biological Science and an M.B.A. from Drexel University, and is a member of the National Association of Corporate
Directors, where he was recognized as the 2015 Governance Fellow for Excellence in Board Management and Governance. Mr. Pontin was selected as one of our Independent Directors because of his financial expertise and his significant leadership,
corporate governance, management and advisory experience. Terry Sebastianis an Operating Partner with Lake Pacific
Partners, a private equity investment firm based in Chicago, IL focused on investments in the food sector where he has been involved since 2001. At Lake Pacific, he has served as a board member or senior executive in several portfolio companies
including Cal Pacific Specialty Foods from 20092017, Maxi from 20022011, Gladson from 20052011 and Teepak Holdings from 20012008. Beginning in 2019, he serves as Chairman of Innovative Freeze Dried Food and as a board member
for JR Short. Prior to Lake Pacific, Mr. Sebastian was a senior vice president at Natural Nutrition Group from 19961999 and an executive at McCain Foods from 19931994. He began his career as a management consultant at Booz,
Allen & Hamilton. In addition to his commercial activities, Mr. Sebastian has served in several non-profit and industry roles. He previously served as a member of the board of directors
of the California Strawberry Commission from 20122017 and as the Chairman of the Processing Strawberry Advisory Board from 20152017. He was the managing director of the Lundquist Center for Entrepreneurship at the University of Oregon
from 20092011 and served as the president of the CEIBA Foundation from 20152019. Mr. Sebastian holds an M.B.A. from the Harvard Business School and a B.B.A. with high honors from the University of Texas at Austin. Mr. Sebastian
was selected as one of our Independent Directors because of his prior board and management experience. Executive Officers Who Are Not Directors Mark R. Manley, our Chief Compliance Officer, has served as the Deputy General Counsel of AB since 2004 and Chief
Compliance Officer of AB since 1988. Mr. Manley joined AB in 1984. Mr. Manley is also a senior member of various management-level committees at AB, including the Information Security and Cyber Risk Oversight Committee. Mr. Manley
holds a B.A. from St. Johns University and a J.D. from New York Law School. Wesley Raper, our Chief Financial
Officer, joined AB in 2014 as founding member and Chief Operating Officer of the Adviser. He previously held the same role at Barclays Private Credit Partners LLC from 2008 to 2014. Mr. Raper was a vice president in the Information Technology
Group at Barclays LLC from 2000 to 2008. He holds an MEng from the University of Bristol and an M.S. in Finance from the Zicklin School of Business at Baruch College. Code of Ethics We and the Adviser each
have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers
Act), respectively, that establishes procedures for personal investments and restricts certain transactions by our personnel. The code of ethics applies to, among others, the Funds senior officers, including its Chief Executive Officer
and its Chief Financial Officer, as well as every officer, director and employee of the Fund. Our codes of ethics generally do not permit investments by our employees in securities that may be purchased or held by us. Persons subject to this
code may invest in securities for their personal investment accounts so long as such investments are made in accordance with the codes requirements. A copy of our code of ethics is available to our stockholders on the Funds website: www.alliancebernstein.com/corporate/management/corporate-governance.htm. Committees of the Board of Directors Our Board has established an Audit Committee and a Nominating and Corporate Governance Committee and may establish additional
committees in the future. All directors are expected to attend least 75% of the aggregate number of meetings of our Board and of the respective committees on which they serve. We require each director to make a diligent effort to attend all Board
and committee meetings. Audit Committee The Audit Committee operates pursuant to a charter approved by our Board, which sets forth the responsibilities of the Audit Committee. A copy
of the Audit Committees charter is available to stockholders on the Funds website. The members of our Audit Committee are Messrs. Jordan, Pontin and Sebastian, each of whom is an Independent Director and meet the current independence and
experience requirements of Rule 10A-3 of the Exchange Act. Mr. Pontin serves as Chair of the Audit Committee. Our Board has determined that Mr. Pontin is an audit committee financial
expert as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act. The Audit Committee is responsible for assisting the Board in its oversight of the accounting and
financial reporting policies and practices.  79




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##### Table of Contents

Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board. A copy of the Nominating and Corporate
Governance Committees charter is available to stockholders on the Funds website. The members of the Nominating and Corporate Governance Committee are Messrs. Jordan, Pontin and Sebastian, each of whom is an Independent Director.
Mr. Jordan serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for assisting the Board in carrying out its responsibilities with respect to governance of the
Fund and the selection, nomination, evaluation and compensation of members of the Board in accordance with applicable laws, regulations and industry best practices. Our Nominating and Corporate Governance Committee may consider nominating an
individual recommended by a stockholder for election as a director if such stockholder complies with the advance notice provisions of the Funds bylaws. The Fund expects that the 2020 annual meeting of stockholders will be held in August, 2020,
but the exact date, time and location of such meeting have yet to be determined. A stockholder who intends to present a proposal at that annual meeting, including nomination of a director, must submit the proposal in writing to the Secretary of the
Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York, 10105, Attention: Emerson Lee, Secretary. Notices of intention to present proposals, including nomination of a director, at the
2020 annual meeting must be received by the Fund not earlier than the 150th day prior to the first anniversary of the date of the proxy statement for the preceding years annual meeting nor
later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding years annual meeting. However, if the date of the
2020 annual meeting is advanced or delayed by more than 30 days from the anniversary of the 2019 annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the
150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date
of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In order for a proposal to be considered for inclusion in the Funds proxy statement for the 2020 annual meeting,
the Fund must receive the proposal no later than the 120th day prior to the first anniversary of the date of the Funds proxy statement for the preceding years annual meeting. The
submission of a proposal does not guarantee its inclusion in the Funds proxy statement or presentation at the meeting unless certain securities law requirements are met. The Fund reserves the right to reject, rule out of order or take other
appropriate action with respect to any proposal that does not comply with these and other applicable requirements. The Nominating and Corporate Governance Committee will consider and evaluate nominee candidates properly submitted by stockholders on
the same basis as it considers and evaluates candidates recommended by other sources. The Nominating and Corporate Governance Committee
seeks candidates who possess the background, skills and expertise to make a significant contribution to the Board, the Fund and its stockholders. In considering possible candidates for election as a director, the Nominating and Corporate Governance
Committee may take into account a wide variety of factors, including (but not limited to):  

the candidates knowledge in matters relating to the investment company industry;  

any experience possessed by the candidate as a director/trustee or senior officer of other public companies;  

the candidates educational background;  

the candidates reputation for high ethical standards and personal and professional integrity;  

any specific financial, technical or other expertise possessed by the candidate, and the extent to which such
expertise would complement the Boards existing mix of skills and qualifications;  

the candidates perceived ability to contribute to the on-going
functions of the Board, including the candidates ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund;  

the candidates ability to qualify as an independent director for purposes of the 1940 Act and any other
standards of independence that may be relevant to the Fund;  

the extent to which the candidates background, skills, and experience would complement the background,
skills, and experience of other nominees and contribute to the diversity of the Board; and  

such other factors as the Nominating and Corporate Governance Committee determines to be relevant in light of the
existing composition of the Board and any anticipated vacancies or other factors. The Nominating and Corporate
Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers
and discusses diversity, among other factors, with a view toward the needs of the Board as a whole.  80




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##### Table of Contents

The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of
viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as
one of many factors considered in selecting director nominees is consistent with the Nominating and Corporate Governance Committees goal of creating a Board that best serves our needs and the interests of our stockholders. In addition, as part
of our Boards annual-self assessment, the members of our Nominating and Corporate Governance Committee will evaluate the membership of our Board and whether our Board maintains satisfactory policies regarding membership selection. Communications Between Stockholders and the Board The Board welcomes communications from the Funds stockholders. Stockholders may send communications to the Board or to any particular
director to the following address: 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, Attention: Emerson Lee, Secretary. Stockholders should indicate clearly the director or
directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).  Item 11.
Executive Compensation We do not currently have any employees and do not expect to have any employees. Services necessary for our business will be provided by
individuals who are employees of the Adviser, State Street Bank and Trust Company, (the Administrator) or their respective affiliates, pursuant to the terms of the Amended and Restated Advisory Agreement, the Administration Agreement and
the Expense Reimbursement Agreement, as applicable. Our day-to-day investment and administrative operations will be managed by the Adviser and the Administrator. Most of
the services necessary for the origination and administration of our investment portfolio will be provided by investment professionals employed by the Adviser, the Administrator or their affiliates. None of our executive officers will receive direct compensation from us. We may reimburse the Adviser the allocable portion of the
compensation paid by the Administrator (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer (based on the percentage of time such individuals devote, on an estimated basis, to our business and affairs). See
Business Investment Advisory Agreement and Certain Relationships and Related Transactions, and Director Independence. Compensation of Directors No
compensation is expected to be paid to our directors who are interested persons, as such term is defined in Section 2(a)(19) of the 1940 Act. Effective January 1, 2019, the Fund revised its fee structure, such that we will pay
each independent director an annual retainer of $46,250 (the annual retainer will increase to $65,000 when the total assets of the Fund are equal to or greater than $250 million, calculated at quarter end, and deemed to exceed such amount when
total assets are equal to or greater than $250 million for two consecutive quarter ends) beginning on January 1, 2019. In addition, the Chair of our Audit Committee will receive an annual retainer of $3,750 (the annual retainer will
increase to $5,000 when the total assets of the Fund are equal to or greater than $250 million, calculated as described above). We have obtained directors and officers liability insurance on behalf of our directors and officers.
Independent directors will have the option of having their directors fees paid in shares of our common stock issued at a price per share equal to the per share net asset value of our common stock. The table below sets forth the compensation received by each director from the Fund for the fiscal year ended December 31, 2019.  Name of Director

Fees Earnedor Paid inCash ($)


StockAwards


OptionAwards


Non-EquityIncentive PlanCompensation


Change in PensionValue and Non-QualifiedDeferredCompensationEarnings


All OtherCompensation


TotalCompensation ($)Interested DirectorJ. Brent Humphries


























Matthew Bass


























Independent DirectorsJohn G. Jordan


46,250























46,250Richard S. Pontin


50,000























50,000Terry Sebastian


46,250























46,250  81




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##### Table of Contents

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of March 30, 2020, the beneficial ownership of each current director, the
nominees for director, the Funds executive officers, each person known to us to beneficially own 5.0% or more of the outstanding shares of our common stock, and the executive officers and directors as a group. The percentage ownership is based on 14,627,400.975 shares of common stock outstanding as of March 30, 2020. As of such date, there were
no shares of common stock subject to warrants or other convertible securities outstanding. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. To our
knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned. The address for each listed individual is c/o AB Private Credit Investors Corporation, 1345 Avenue of
the Americas, 41st Floor, New York, NY 10105.  Name of Beneficial Owners

Number of Shares ofCommon StockBeneficially Owned


Percent ofClassInterested DirectorsJ. Brent Humphries






0
%Matthew Bass






0
%Executive Officer






0
%Wesley Raper






0
%Independent Directors






0
%John G. Jordan


2,620.321



*Richard S Pontin






0
%Terry Sebastian


1,011.839



*All Directors and Executive Officers as a Group






0
%Owners of 5% or more of our common stock AB Private Credit Investors
Corporation






0
%  *
Represents less than 1%  Item 13.
Certain Relationships and Related Transactions Transactions with Related Persons; Review, Approval or Ratification of Transactions with Related Persons, Policies and Procedures for Managing Conflicts; Co-investment Opportunities Certain members of the Advisers senior investment team and
Investment Committee serve, or may serve, as officers, directors, members or principals of entities that operate in the same or a related line of business as we do, or of investment vehicles managed by the Adviser or AB with similar investment
objectives. Similarly, the Adviser may have other clients with similar, different or competing investment objectives. See Risk Factors Risks Related to Our Business and
StructureThere are significant potential conflicts of interest which could impact our investment returns. As a result, members of the Advisers senior investment team, in their roles at
the Adviser, may face conflicts in the allocation of investment opportunities among us and other investment vehicles managed by the Adviser with similar or overlapping investment objectives in a manner that is fair and equitable over time and
consistent with the Advisers allocation policy. Generally, when a particular investment would be appropriate for us as well as one or more other investment funds, accounts or vehicles managed by the Advisers senior investment team, such
investment will be apportioned by the Advisers senior investment team in accordance with (1) the Advisers internal conflict of interest and allocation policies, (2) the requirements of the Advisers Act and (3) certain
restrictions under the 1940 Act regarding co-investments with affiliates and consistent with the Order described below. Such apportionment may not be strictly pro rata, depending on the good-faith
determination of all relevant factors, including differing investment objectives, diversification considerations and the terms of our or the respective governing documents of such investment funds, accounts or investment vehicles. These procedures
could, in certain circumstances, limit whether or not a co-investment opportunity is available to us, the timing of acquisitions and dispositions of investments, the price paid or received by us for
investments or the size of the investment purchased or sold by us. The Adviser believes that this allocation system is fair and equitable, and consistent with its fiduciary duty to us. In particular, we have disclosed to investors how allocation
determinations are made among any investment vehicles managed by the Adviser. We may co-invest
with investment funds, accounts and vehicles managed by the Adviser, where doing so is consistent with our investment strategy as well as applicable law and SEC staff interpretations, as well as the exemptive order that we and certain of our
affiliates received from  82




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##### Table of Contents

the SEC on August 6, 2018, which expands relief previously granted to us on October 11, 2016, and which we refer to as the Order. Absent the Order, our ability to co-invest would have been more limited. The Order expands our ability to co-invest in portfolio companies with Affiliated Funds, which the new exemptive relief defines to
include affiliated managed accounts, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order.
Pursuant to the Order, we are permitted to co-invest with Affiliated Funds if, among other things, a required majority (as defined in Section 57(o) of the 1940 Act) of our independent
directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us
and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment
objective and strategies. We intend to co-invest with Affiliated Funds, subject to the conditions included in the Order. Amended and Restated Advisory Agreement We entered into the Advisory Agreement with the Adviser on July 27, 2017, pursuant to which we pay the Adviser a base management fee and
an incentive fee for its services. We entered into the Amended and Restated Advisory Agreement with the Adviser on November 13, 2019, replacing the Advisory Agreement concurrently with the effectiveness of the Amended and Restated Advisory
Agreement. For the year ended December 31, 2019, the Fund incurred a management fee of $3,688,293, of which $380,701 was voluntarily waived by the Adviser. For the year ended December 31, 2019, the Fund incurred an income-based incentive
fee of $981,757, of which $132,327 was voluntarily waived by the Adviser. There was $0 in capital gains incentive fees paid to the Adviser as of December 31, 2019. For the year ended December 31, 2018, the Fund incurred a management fee of
$957,992, of which $127,862 was voluntarily waived by the Adviser. For the year ended December 31, 2018, the Fund incurred an income-based incentive fee of $232,164, of which $32,302 was voluntarily waived by the Adviser. There was $0 in
capital gains incentive fees paid to the Adviser as of December 31, 2018. The Adviser is responsible for sourcing, reviewing and structuring investment opportunities for us, underwriting and conducting diligence on our investments and
monitoring our investment portfolio on an ongoing basis. The Advisers incentive fee is based, among other things, on the value of our investments and, therefore, there may be a conflict of interest when personnel of the Adviser are involved in
the valuation process for our portfolio investments. For example, the terms of the Advisers base management and incentive fees may create an incentive for the Adviser to approve and cause us to make more speculative investments that we would
otherwise make in the absence of such fee structure. Mr. Humphries, our President and Chairman of our Board, is a member of the
Advisers Investment Committee, and our Chief Financial Officer, Wesley Raper, and other members of the senior management and the Investment Committee of the Adviser serve or may serve as officers, directors or principals of entities that
operate in the same or a related line of business as we do, or of investment funds managed by the Adviser or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the
fulfillment of which may not be in our best interest or in the best interest of our investors. Our investment objective may overlap with the investment objectives or such investment funds, accounts or other investment vehicles. For example, the
Adviser concurrently manages accounts that are pursuing an investment strategy similar to our strategy, and we may compete with these and other entities managed by affiliates of the Adviser for capital and investment opportunities. As a result,
those individuals at the Adviser may face conflicts in the allocation of investment opportunities between us and other investment funds or accounts advised by principals of, or affiliated with, the Adviser. See Risk
Factors Risks Related to our Business and Structure There are significant potential conflicts of interest which could impact our investment returns; Our incentive fee
may inducethe Adviserto pursue speculative investments and to use leverage when it may be unwise to do so; The compensation we will pay tothe
Adviserwas not determined on an arms-length basis. Thus, the terms of such compensation may be less advantageous to us than if such terms had been the subject of arms-length negotiations; We may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us. Administration Agreement and Expense Reimbursement Agreement We have entered into an administration agreement with the Administrator (the Administration Agreement) and a separate expense
reimbursement agreement with the Adviser (the Expense Reimbursement Agreement) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by
the Fund. Under the Administration Agreement, the Administrator is responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Pursuant to the Expense Reimbursement Agreement, we pay
the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance
Officer and Chief Financial Officer and their respective staffs associated with performing compliance functions. See Business Administration Agreement and Risk
Factors Risks Related to our Business and StructureThere are significant potential conflicts of interest which could impact our investment returns.  83




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##### Table of Contents

Expense Support and Conditional Reimbursement Agreement On September 29, 2017, the Fund and the Adviser entered into an agreement, which we refer to as the Expense Support and Conditional
Reimbursement Agreement, to limit certain of the Funds Operating Expenses, as defined in the Expense Support and Conditional Reimbursement Agreement, to no more than 1.5% of the Funds average quarterly gross assets. To achieve this
percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis, any such payment by the Adviser we refer to as an Expense Payment, and the Fund has agreed to later repay such
amounts, any such payment by the Fund we refer to as a Reimbursement Payment, pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. As of December 31, 2019, the amount of Expense Payments provided by the Adviser since inception was $4,784,382. The following table
reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:  For the Quarters Ended

Amount ofExpenseSupport


Amount ofReimbursementPayment


Amount ofUnreimbursedExpense Support


Effective Rate ofDistributionper Share(1)


Reimbursement
Eligibility
Expiration

PercentageLimit(2)September 30, 2017

$
1,002,147


$
107,841


$
894,306



n/a


September 30, 2020


1.5
%December 31, 2017


1,027,398







1,027,398



n/a


December 31, 2020


1.5
%March 31, 2018


503,592







503,592



n/a


March 31, 2021


1.5
%June 30, 2018


1,086,482







1,086,482



4.787
%

June 30, 2021


1.0
%September 30, 2018


462,465







462,465



4.715
%

September 30, 2021


1.0
%December 31, 2018


254,742







254,742



6.762
%

December 31, 2021


1.0
%March 31, 2019


156,418







156,418



5.599
%

March 31, 2022


1.0
%June 30, 2019


259,263







259,263



6.057
%

June 30, 2022


1.0
%September 30, 2019


31,875







31,875



5.154
%

September 30, 2022


1.0
%December 31, 2019


0







0



6.423
%

December 31, 2022


1.0
%Total

$
4,784,382


$
107,841


$
4,676,541  (1)
The effective rate of distribution per share is expressed as a percentage equal to the projected annualized
distribution amount as of the end of the applicable period (which is calculated by annualizing the regular quarterly cash distributions per share as of such date without compounding), divided by the Funds gross offering price per share as of
such date. (2)
Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any
Expense Payment, as a percentage of the Funds average quarterly gross assets. Transfer Agency Agreement On September 26, 2017, the Fund and AllianceBernstein Investor Services, Inc., which we refer to as ABIS, an affiliate of the
Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS. Promoters and Certain Control Persons The Adviser may be deemed a promoter of the Fund. The Adviser, for its services to us, will be entitled to receive base management and
incentive fees. In addition, under the Amended and Restated Advisory Agreement and to the extent permitted by applicable law and in the discretion of our Board, we indemnify the Adviser and certain of its affiliates. See Business 
Investment Management and Advisory Agreement. For information regarding the independence of our directors, seeDirectors, Executive Officers and Corporate Governance.  84




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##### Table of Contents

Item 14.
Principal Accountant Fees and Services Independent Registered Public Accounting Firm The following table shows the audit fees and non-audit related fees accrued or paid to
PricewaterhouseCoopers LLP for professional services performed for the Funds fiscal years ended December 31, 2019 and 2018:  Fiscal Year EndedDecember 31,2019


Fiscal Year EndedDecember 31,2018Audit Fees

$
263,300


$
245,000Audit Related Fees






Tax Fees


55,295



30,000All Other Fees






Total Fees

$
318,595


$
275,000 Audit Fees. Audit fees consist of fees billed for professional services rendered for the audits of our financial
statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by PwC in connection with statutory and regulatory filings. Audit Related Fees. 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 our 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. Tax Fees. Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These
services include assistance regarding federal, state and local tax compliance. All Other Fees. All other fees would include fees for products
and services other than the services reported above. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm The Fund maintains
an auditor independence policy that, among other things, mandates that the Audit Committee review, negotiate and approve in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public
accounting firm for audit services and permissible non-audit services for the Fund, and for permissible non-audit services for the Adviser and any affiliates thereof
that provide services to the Fund, if such non-audit services are directly related to the operations or financial reporting of the Fund. All of the audit and non-audit
services described above for which fees were incurred by the Fund for the fiscal year ended December 31, 2019 were pre-approved by the Audit Committee in accordance with its
pre-approval policy. Review and Discussion with Independent Registered Public Accounting Firm The Audit Committee has reviewed the audited consolidated financial statements and met and held discussions with management regarding the
audited consolidated financial statements, and the Audit Committee recommended the inclusion of the consolidated financial statements in this Annual Report on Form 10-K. Management has represented to the Audit
Committee that the Funds consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee received and reviewed the written disclosures and the letter from
the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the auditors the auditors independence.  85




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##### Table of Contents

PART IV  Item 15.
Exhibits, Consolidated Financial Statement Schedules (a) Documents Filed as Part of this Report The following
consolidated financial statements are set forth in Item 8:  PageReport of Independent Registered Public Accounting FirmConsolidated Statements of Assets and Liabilities


F-1Consolidated Statements of Operations


F-2Consolidated Statements of Changes in Net Assets


F-3Consolidated Statements of Cash Flows


F-6Consolidated Schedules of Investments


F-8Notes to Consolidated Financial Statements


F-13  86




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##### Table of Contents

(b) Exhibits The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:  3.1

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Funds Registration Statement on Form 10 (File No.
000-55640) filed on May 5, 2016).3.2

Amended Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Funds Registration Statement on Form 10 (File No.
000-55640) filed on May 5, 2016).3.3

Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.3 to the Funds Registration Statement on Form 10 (File No.
000-55640) filed on July 1, 2016).3.4

Bylaws (incorporated by reference to Exhibit 3.4 to the Funds Registration Statement on Form 10 (File No.000-55640) filed on July 1, 2016).4.1

Description of Securities of AB Private Credit Investors Corporation.*10.1

Revolving Credit Agreement, dated November 
15, 2017, by and between the Fund, as Borrower, and HSBC Bank USA, National Association, as the Administrative Agent and Lender (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File
 No.814-01196) filed on November 20, 2017).10.2

First Amendment and Waiver to Revolving Credit Agreement, dated as of November 
14, 2018 (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No.814-01196) filed on November 
20, 2018).10.3

Second Amendment and Waiver to the Revolving Credit Agreement, dated as of December 
19, 2018 (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No.814-01196) filed on December 
20, 2018).10.4

Third Amendment to Revolving Credit Agreement, dated as of November 
13, 2019 (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No.814-00196) filed on November 
19, 2019).10.5

Credit Agreement among ABPCIC Funding I LLC, as the borrower, the senior lenders referred to therein, Barclays Bank PLC, New York Branch as
facility agent and U.S. Bank National Association, as collateral agent, collateral administrator and custodian, dated as of January 30, 2019 (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No.814-01196) filed on February 5, 2019).10.6

Account Control Agreement, dated as of January 
30, 2019, by and among ABPCIC Funding I LLC, U.S. Bank National Association, as the collateral agent and secured party, and U.S. Bank National Association, as the custodian and securities intermediary (incorporated by reference to Exhibit 10.2 to the Funds
Current Report on Form 8-K (File No.814-01196) filed on February 5, 2019).10.7

Collateral Management Agreement, between ABPCIC Funding I LLC and the Adviser, as collateral manager, dated as of January 
30, 2019 (incorporated by reference to Exhibit 10.3 to the Funds Current Report on Form 8-K (File No.814-01196) filed on February 
5, 2019).10.8

Collateral Administration Agreement, among ABPCIC Funding I LLC, the Adviser, as collateral manager and U.S. National Bank Association, as
 collateral administrator, dated as of January 30, 2019 (incorporated by reference to Exhibit 10.4 to the Funds Current Report on Form 8-K (File
No.814-01196) filed on February 5, 2019).10.9

Master Loan Sale and Contribution Agreement, between the Fund, as seller, and ABPCIC Funding I LLC, as buyer, dated as of January 30,
 2019 (incorporated by reference to Exhibit 10.5 to the Funds Current Report on Form 8-K (File No.814-01196) filed on February 5, 2019).10.10

Administration Agreement, dated September 
29, 2017, by and between the Fund and the Administrator (incorporated by reference to Exhibit 10.1 to the Funds Current Report on Form 8-K (File No.814-01196) filed on September 29, 2017).10.11

Custodian Agreement, dated September 
29, 2017, by and between the Fund and the Administrator (incorporated by reference to Exhibit 10.2 to the Funds Current Report on Form 8-K (File No.814-01196) filed on September 29, 2017).10.12

Expense Support and Conditional Reimbursement Agreement, dated September 
29, 2017, by and between the Fund and the Adviser (incorporated by reference to Exhibit 10.3 to the Funds Current Report on Form 8-K (File No.814-01196) filed on September 29, 2017).10.13

Transfer Agency Agreement, dated September 
26, 2017, by and between the Fund and AllianceBernstein Investor Services Inc. (incorporated by reference to Exhibit 10.4 to the Funds Current Report on Form 8-K (File No.814-01196) filed on September 26, 2017).  87




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##### Table of Contents

10.14

Amended and Restated Dividend Reinvestment Plan, effective as of August 6, 2018 (incorporated by reference to Exhibit 
4.1 to the Funds Current Report on Form 8-K (File No.000-55640) filed on August 7, 2018).10.15

License Agreement, dated August 14, 2017, by and between the Adviser and the Fund (incorporated by reference to Exhibit 
10.2 to the Funds Quarterly Report on Form 10-Q (File No.814-01196) filed on August 14, 2017).10.16

Expense Reimbursement Agreement, dated August 
14, 2017, by and between the Fund and the Adviser (incorporated by reference to Exhibit 10.4 to the Funds Quarterly Report on Form 10-Q (File No.814-01196) filed on August 14, 2017).10.17

Amended and Restated Investment Advisory Agreement, dated November 
13, 2019, by and between the Fund and the Adviser (incorporated by reference to Exhibit 10.1 to the Funds Quarterly Report on Form 10-Q (File No.814-01196) filed on November 14, 2019).10.18

Form of Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Funds Quarterly Report on Form 10-Q (File No.814-01196) filed on August 14, 2017).10.19

Indenture by and among ABPCI Direct Lending Fund CLO VI Ltd, as issuer, ABPCI Direct Lending Fund CLO VI LLC, as co-issuer and U.S. Bank National Association, as trustee, dated as of August 
9, 2019 (incorporated by reference to Exhibit 10.1 to the Funds Quarterly Report on Form 10-Q (File No.814-01196) filed on August 
14, 2019).21.1

Subsidiaries of AB Private Credit Investors Corporation*31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*  *
Filed herewith.  88




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##### Table of Contents

Item 16
Form 10-K Summary None.  89




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##### Table of Contents

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.  Date: March 30, 2020





AB PRIVATE CREDIT INVESTORS
CORPORATIONBy:

/s/ J. Brent HumphriesJ. Brent Humphries President and 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. Date: March 30, 2020



By:

/s/ J. Brent HumphriesJ. Brent HumphriesPresident and Chief Executive Officer and DirectorDate: March 30, 2020



By:

/s/ Wesley RaperWesley RaperChief Financial Officer and TreasurerDate: March 30, 2020



By:

/s/ Terry SebastianTerry SebastianDirectorDate: March 30, 2020



By:

/s/ Matthew BassMatthew BassDirectorDate: March 30, 2020



By:

/s/ John G. JordanJohn G. JordanDirectorDate: March 30, 2020



By:

/s/ Richard S. PontinRichard S. PontinDirector  90




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##### Table of Contents

Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of AB Private Credit Investors Corporation Opinion on the Financial Statements We have
audited the accompanying statements of assets and liabilities, including the schedules of investments, of AB Private Credit Investors Corporation and its subsidiaries (the Fund)as of December 31, 2019 and 2018,and
the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2019, including the related notes (collectively referred to as the financial statements).In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2019 and 2018,and the results of its operations, changes in its net assets and its cash flows
for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are
the responsibility of the Funds management. Our responsibility is to express an opinion on the Fundsfinancial statements based on our audits. 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 Fund 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 audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits 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 Funds
internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, 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
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation
of securities owned as of December 31, 2019 and 2018 by correspondence with the administrative agents and portfolio company investees; when replies were not received from administrative agents, we performed other auditing procedures.We
believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP New York, New York March 30, 2020 We have served as the Funds auditor since 2016.  91




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Assets and Liabilities  As ofDecember 31,2019


As ofDecember 31,2018AssetsInvestments, at fair value (amortized cost of $346,873,740 and $138,512,243,
respectively)

$
345,025,318


$
137,803,133Cash and cash equivalents


14,931,791



2,510,208Receivable for fund shares


19,909,278



12,566,810Interest receivable


1,849,816



808,707Receivable for investments sold


286,935



Prepaid expenses


112,166



102,390Deferred financing costs


64,959



172,580Total assets

$
382,180,263


$
153,963,828LiabilitiesNotes payable (net of unamortized discount and debt issuance costs of $2,780,532 and $0,
respectively)

$
210,336,633


$
Credit facility payable


19,500,000



88,200,000Interest and borrowings expenses payable


3,412,567



247,376Management fees payable


1,053,696



830,130Incentive fee payable


1,049,291



199,862Distribution payable


964,833



403,999Professional fees payable


650,840



491,910Payable to Adviser


355,255



90,446Administrator and custodian fees payable


260,061



215,678Miscellaneous payable


25,295



Transfer agent fees payable


9,397



10,717Total liabilities

$
237,617,868


$
90,690,118Commitments and Contingencies (Note 6)Net AssetsCommon stock, par value $0.01 per share (200,000,000 shares authorized, 14,627,401 and 6,383,672
shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively)


146,274



63,837Paid-in capital in excess of par value


146,096,298



63,838,147Distributable earnings (accumulated loss)


(1,680,177
)


(628,274
)Total net assets

$
144,562,395


$
63,273,710Total liabilities and net assets

$
382,180,263


$
153,963,828Net asset value per share

$
9.88


$
9.91 See Notes to Consolidated Financial Statements  F-1




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Operations  For the yearendedDecember 31,2019


For the yearendedDecember 31,2018


For the yearendedDecember 31,2017Investment Income:Interest income, net of amortization/accretion

$
21,204,120


$
5,516,602


$
135,460Payment-in-kind
interest


301,603



19,444



Other fee income


229,144



191,375



1,473Total investment income


21,734,867



5,727,421



136,933Expenses:Interest and borrowings expenses


8,465,414



1,749,302



63,591Management fees


3,688,293



957,992



23,745Professional fees


1,507,579



2,041,495



775,330Collateral management fees


1,156,419







Income-based incentive fee


981,757



232,164



Administration and custodian fees


347,444



186,986



28,692Insurance expenses


261,351



247,500



145,110Directors fees


144,606



149,416



179,063Transfer agent fees


28,600



4,424



Organization expenses










817,503Offering costs






156,089



53,369Other expenses


539,659



195,544



54,222Total expenses


17,121,122



5,920,912



2,140,625Reimbursement payments to Adviser (See Note 3: Expense Support and Conditional Reimbursement
Agreement)


107,841







Waived collateral management fees


(1,156,419
)






Expense reimbursement from Adviser


(447,556
)


(2,307,281
)


(2,029,545
)Waived management fees


(380,701
)


(127,862
)


(23,745
)Waived incentive fees


(132,327
)


(32,302
)


Net expenses


15,111,960



3,453,467



87,335Net investment income before taxes


6,622,907



2,273,954



49,598Excise tax expense






3



2,336Net investment income


6,622,907



2,273,951



47,262Net realized and change in unrealized gains (losses) on investment transactions:Net realized gain (loss) from investments


83,847



9,514



Net change in unrealized appreciation (depreciation) on investments


(1,139,312
)


(704,864
)


(4,246
)Net realized and change in unrealized gains (losses) on investment transactions


(1,055,465
)


(695,350
)


(4,246
)Net increase in net assets resulting from operations

$
5,567,442


$
1,578,601


$
43,016Net investment income per share (basic and diluted):Net investment income per share (basic and diluted):

$
0.66


$
0.61


$
0.04Earnings per share (basic and diluted):

$
0.56


$
0.42


$
0.04Weighted average shares outstanding:


10,024,619



3,718,757



1,221,797 See Notes to Consolidated Financial Statements  F-2




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Changes in Net Assets  Common StockShares


Par Amount


Paid in CapitalinExcess of Par


DistributableEarnings


TotalNet AssetsNet assets at December 31, 2018


6,383,672


$
63,837


$
63,838,147


$
(628,274
)

$
63,273,710Increase (decrease) in net assets resulting from operations:Net investment income














6,622,907



6,622,907Net realized gain (loss) on investments














83,847



83,847Net change in unrealized appreciation (depreciation) on investments














(1,139,312
)


(1,139,312
)Capital transactions:Issuance of common stock


7,908,617



79,086



78,858,180







78,937,266Issuance of common shares pursuant to distribution reinvestment plan


358,450



3,584



3,555,508







3,559,092Repurchase of common stock


(23,338
)


(233
)


(231,890
)






(232,123
)Distributions to shareholders














(6,542,992
)


(6,542,992
)Total increase (decrease) for the year ended December 31, 2019


8,243,729



82,437



82,181,798



(975,550
)


81,288,685Tax reclassification of stockholders equity in accordance with GAAP










76,353



(76,353
)


Net assets at December 31, 2019


14,627,401


$
146,274


$
146,096,298


$
(1,680,177
)

$
144,562,395Distributions declared per share





$



$



$
0.61


$
0.61 See Notes to Consolidated Financial Statements  F-3




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Changes in Net Assets  Common StockShares


Par Amount


Paid in CapitalinExcess of Par


DistributableEarnings


TotalNet AssetsNet assets at December 31, 2017


2,417,371


$
24,174


$
24,152,786


$
55,423


$
24,232,383Increase (decrease) in net assets resulting from operations:Net investment income














2,273,951



2,273,951Net realized gain (loss) on investments














9,514



9,514Net change in unrealized appreciation (depreciation) on investments














(704,864
)


(704,864
)Capital transactions:Issuance of common stock


3,844,860



38,449



38,508,952







38,547,401Issuance of common shares pursuant to distribution reinvestment plan


128,226



1,282



1,278,389







1,279,671Repurchase of common stock


(6,785
)


(68
)


(68,054
)






(68,122
)Distributions to shareholders














(2,296,224
)


(2,296,224
)Total increase (decrease) for the year ended December 31, 2018


3,966,301



39,663



39,719,287



(717,623
)


39,041,327Tax reclassification of stockholders equity in accordance with GAAP










(33,926
)


33,926



Net assets at December 31, 2018


6,383,672


$
63,837


$
63,838,147


$
(628,274
)

$
63,273,710Distributions declared per share





$



$



$
0.55


$
0.55 See Notes to Consolidated Financial Statements  F-4




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Changes in Net Assets  Common StockShares


Par Amount


Paid in CapitalinExcess of Par


DistributableEarnings


TotalNet AssetsNet assets at December 31, 2016


100


$
1


$
999


$



$
1,000Increase (decrease) in net assets resulting from operations:Net investment income














47,262



47,262Net realized gain (loss) on investments














(4,246
)


(4,246
)Capital transactions:Issuance of common stock


2,419,761



24,198



24,189,069







24,213,267Issuance of common shares pursuant to distribution reinvestment plan


















Repurchase of common stock


(2,490
)


(25
)


(24,875
)






(24,900
)Distributions to shareholders


















Total increase (decrease) for the year ended December 31, 2017


2,417,271



24,173



24,164,194



43,016



24,231,383Tax reclassification of stockholders equity in accordance with GAAP










(12,407
)


12,407



Net assets at December 31, 2017


2,417,371


$
24,174


$
24,152,786


$
55,423


$
24,232,383Distributions declared per share





$



$



$



$
 See Notes to Consolidated Financial Statements  F-5




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Statements of Cash Flows  For the yearendedDecember 31,2019


For the yearendedDecember 31,2018


For the yearendedDecember 31,2017Cash flows from operating activitiesNet increase (decrease) in net assets resulting from operations

$
5,567,442


$
1,578,601


$
43,016Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net
cash provided by (used for) operating activities:Purchases of investments


(250,053,625
)


(130,155,795
)


(23,873,030
)Payment-in-kind
investments


(301,603
)


(19,444
)


Proceeds from sales of investments and principal repayments


43,468,226



15,812,066



Net realized (gain) loss on investments


(83,847
)


(9,514
)


Net change in unrealized (appreciation) depreciation on investments


1,139,312



704,864



4,246Amortization of premium and accretion of discount, net


(1,390,648
)


(262,280
)


(4,246
)Amortization of debt issuance and deferred financing costs


1,088,053



443,423



29,918Amortization of deferred offering costs






156,089



53,369Increase (decrease) in operating assets and liabilities:(Increase) decrease in receivable for investments sold


(286,935
)






(Increase) decrease in interest receivable


(1,041,109
)


(738,934
)


(69,773
)(Increase) decrease in receivable from Adviser






2,210



(2,210
)(Increase) decrease in deferred organization and offering costs










(209,458
)(Increase) decrease in prepaid expenses


(9,776
)






(102,390
)Increase (decrease) in management fees payable


223,566



830,130



Increase (decrease) in payable to Adviser


264,809



90,446



Increase (decrease) in administrator and custodian fees payable


44,383



186,986



28,692Increase (decrease) in professional fees payable


158,930



332,956



158,954Increase (decrease) in miscellaneous payable


25,295



(2,336
)


2,336Increase (decrease) in incentive fees payable


849,429



199,862



Increase (decrease) in directors fees payable






(187
)


187Increase (decrease) in transfer agent fees payable


(1,320
)


10,717



Increase (decrease) in interest and borrowings expenses payable


3,165,191



226,942



20,434Increase (decrease) in accrued organization and offering costs






(90,308
)


90,308Increase (decrease) in accrued expenses and other liabilities






(6,292
)


6,292Net cash provided by (used for) operating activities


(197,174,227
)


(110,709,798
)


(23,823,355
)Cash flows from financing activitiesIssuance of common stock


71,594,798



32,437,843



17,756,015Repurchase of common stock


(232,123
)


(68,122
)


(24,900
)Distributions paid


(2,423,066
)


(612,554
)


Financing costs paid


(3,760,964
)


(377,019
)


(268,902
)Borrowings on notes


213,117,165







Borrowings on credit facility


247,250,000



142,400,000



36,900,000Repayments of credit facility


(315,950,000
)


(77,700,000
)


(13,400,000
)Net cash provided by (used for) financing activities


209,595,810



96,080,148



40,962,213Net increase (decrease) in cash


12,421,583



(14,629,650
)


17,138,858Cash and cash equivalents, beginning of period


2,510,208



17,139,858



1,000  F-6




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##### Table of Contents

Cash and cash equivalents, end of period

$
14,931,791


$
2,510,208


$
17,139,858Supplemental and non-cash financing
activitiesCash paid during the period for interest

$
3,998,295


$
995,451


$
13,239Issuance of common shares pursuant to distribution reinvestment plan

$
3,559,092


$
1,279,671


$
Excise taxes paid

$



$
2,339


$
 See Notes to Consolidated Financial Statements  F-7




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##### Table of Contents

AB Private Credit Investors Corporation Consolidated Schedule of Investments as of December 31, 2019  Portfolio Company

Industry

Facility Type

Interest

Maturity


FundedPar Amount


Cost


Fair ValueInvestments at Fair Value238.67% + * # ^U.S. Corporate Debt233.82%1st Lien/Senior Secured Debt228.55%Amercareroyal, LLC(1)

Business Services

Term Loan

6.80% (L + 5.00%; 1.00% Floor)


11/25/2025


$
4,682,293


$
4,636,124


$
4,635,470JHMCRN Holdings, Inc.(1)

Business Services

Term Loan

6.80% (L + 5.00%; 1.00% Floor)


11/25/2025



846,198



837,854



837,736BEP Borrower Holdco, LLC(1)

Business Services

Term Loan A

6.80% (L + 5.00%; 1.00% Floor)


06/12/2024



3,435,477



3,388,842



3,383,945BEP Borrower Holdco, LLC(2)(3)

Business Services

Revolver

6.80% (L + 5.00%; 1.00% Floor)


06/12/2024







(5,753
)


(6,442
)BEP Borrower Holdco, LLC(2)(3)

Business Services

Delayed Draw Term Loan B

6.80% (L + 5.00%; 1.00% Floor)


06/12/2024







(22,949
)


(25,766
)BEP Borrower Holdco, LLC(2)(3)

Business Services

Delayed Draw Term Loan A

6.80% (L + 5.00%; 1.00% Floor)


06/12/2024







(11,474
)


(12,883
)Edgewood Partners Holdings LLC(1)

Business Services

Term Loan

6.05% (L + 4.25%; 1.00% Floor)


09/06/2024



5,622,980



5,572,024



5,568,438Metametrics, Inc.(1)

Business Services

Term Loan

7.89% (L + 6.00%; 1.00% Floor)


09/10/2025



5,904,056



5,790,820



5,785,975Metametrics, Inc.(2)(3)

Business Services

Revolver

7.89% (L + 6.00%; 1.00% Floor)


09/10/2025







(12,365
)


(13,024
)Nuvei Technologies Corp.(1)(4)

Business Services

Initial U.S. Term Loan Commitment

6.80% (L + 5.00%; 1.00% Floor)


09/29/2025



2,015,143



2,010,646



1,994,992Quirch Foods Holdings, LLC(1)

Business Services

Term Loan B

7.93% (L + 6.00%)


12/19/2025



2,117,548



2,098,488



2,096,372Single Digits, Inc.(1)

Business Services

Term Loan

7.95% (L + 6.00%; 1.00% Floor)


12/21/2023



3,295,889



3,267,258



3,262,930Single Digits, Inc.(2)(3)

Business Services

Revolver

7.95% (L + 6.00%; 1.00% Floor)


12/21/2023







(3,315
)


(4,161
)Single Digits, Inc.(2)(3)

Business Services

Delayed Draw Term Loan

7.95% (L + 6.00%; 1.00% Floor)


12/21/2023







(8,290
)


(10,404
)Smile Brands, Inc.(1)

Business Services

Term Loan

6.70% (L + 4.50%)


10/12/2024



1,639,688



1,626,385



1,639,688Smile Brands, Inc.(2)

Business Services

Revolver

8.25% (P + 3.50%)


10/12/2023



33,974



32,034



33,974Smile Brands, Inc.(2)

Business Services

Delayed Draw Term Loan

6.70% (L + 4.50%)


10/12/2024



301,121



296,019



301,121GPS Hospitality Holding Company
LLC(1)

Consumer Non-Cyclical

Term Loan B

6.19% (L + 4.25%)


12/08/2025



2,429,318



2,397,496



2,392,878Blink Holdings, Inc.(1)

Consumer Non-Cyclical

Term Loan

6.49% (L + 4.75%; 1.00% Floor)


11/08/2024



1,660,261



1,644,369



1,643,658Blink Holdings, Inc.(1)(2)

Consumer Non-Cyclical

Delayed Draw Term Loan

6.49% (L + 4.75%; 1.00% Floor)


11/08/2024



1,068,410



1,057,010



1,056,534Captain Ds, Inc.(1)

Consumer Non-Cyclical

Term Loan

6.44% (L + 4.50%; 1.00% Floor)


12/15/2023



2,003,178



1,988,982



1,983,146Captain Ds, Inc.(2)(5)

Consumer Non-Cyclical

Revolver

8.25% (P + 3.50%, 1.00% Floor)


12/15/2023



134,587



133,209



132,636Lucky Bucks, LLC(1)

Consumer Non-Cyclical

Term Loan

8.93% (L + 7.00%; 1.00% Floor)


04/10/2023



962,223



949,192



945,384Lucky Bucks, LLC(1)(2)(6)

Consumer Non-Cyclical

Delayed Draw Term Loan

8.91% (L + 7.00%; 1.00% Floor)


04/10/2023



1,043,095



1,028,456



1,023,705PF Growth Partners, LLC(1)

Consumer Non-Cyclical

Term Loan

6.80% (L + 5.00%)


07/11/2025



2,032,211



2,013,134



2,011,889PF Growth Partners, LLC(2)

Consumer Non-Cyclical

Delayed Draw Term Loan

6.74% (L + 5.00%)


07/11/2025



60,071



56,721



56,467Tropical Smoothie Cafe, LLC(1)

Consumer Non-Cyclical

Term Loan

7.30% (L + 5.50%; 1.00% Floor)


09/24/2023



1,343,338



1,332,936



1,343,338Tropical Smoothie Cafe, LLC(2)

Consumer Non-Cyclical

Revolver

7.30% (L + 5.50%; 1.00% Floor)


09/24/2023



38,574



37,526



38,574Tropical Smoothie Cafe, LLC(2)(3)

Consumer Non-Cyclical

Delayed Draw Term Loan

7.30% (L + 5.50%; 1.00% Floor)


09/24/2023







(65,980
)


Ahead Data Blue, LLC(1)

Digital Infrastructure & Services

Term Loan

6.49% (L + 4.75%; 1.00% Floor)


11/08/2024



5,447,119



5,340,940



5,338,177Ahead Data Blue, LLC(2)(3)

Digital Infrastructure & Services

Revolver

6.49% (L + 4.75%; 1.00% Floor)


11/08/2024







(18,666
)


(19,225
)EvolveIP, LLC(1)

Digital Infrastructure & Services

Term Loan A

7.55% (L + 5.75%; 1.00% Floor)


06/07/2023



6,633,822



6,536,708



6,534,315EvolveIP, LLC(2)(3)

Digital Infrastructure & Services

Revolver

7.55% (L + 5.75%; 1.00% Floor)


06/07/2023







(8,269
)


(8,503
)EvolveIP, LLC(2)(3)

Digital Infrastructure & Services

Delayed Draw Term Loan

7.55% (L + 5.75%; 1.00% Floor)


06/07/2023







(11,028
)


(11,337
)5 Bars, LLC

Digital Infrastructure & Services

Term Loan

8.30% (L + 6.50%; 1.00% Floor)


09/27/2024



4,742,121



4,674,290



4,670,9905 Bars, LLC(2)(3)

Digital Infrastructure & Services

Revolver

8.30% (L + 6.50%; 1.00% Floor)


09/27/2024







(9,197
)


(9,700
)5 Bars, LLC(2)(3)

Digital Infrastructure & Services

Delayed Draw Term Loan

8.30% (L + 6.50%; 1.00% Floor)


09/27/2024







(49,051
)


(51,732
)D1 Holdings LLC

Digital Infrastructure & Services

Note

7.00%


06/26/2020



32,241



32,241



32,241Fuze, Inc.(1)

Digital Infrastructure & Services

Term Loan

8.34% (L + 6.25%; 1.00% Floor)


09/20/2024



11,015,029



10,961,643



10,513,845Fuze, Inc.(2)

Digital Infrastructure & Services

Revolver

10.00% (P + 5.25%; 1.00% Floor)


09/20/2024



907,120



901,003



848,157Fuze, Inc.(2)(3)

Digital Infrastructure & Services

Delayed Draw Term Loan

8.34% (L + 6.25%; 1.00% Floor)


09/20/2024







(586,835
)


(117,926
)InSite Wireless Group, LLC(1)(2)

Digital Infrastructure & Services

Term Loan

6.28% (L + 4.52%; 0.50% Floor)


03/15/2023



6,833,574



6,700,275



6,670,911InSite Wireless Group, LLC

Digital Infrastructure & Services

Revolver

6.32% (L + 4.52%; 0.50% Floor)


03/15/2023



460,172



455,073



454,419AEG Holding Company, Inc.(1)

Education

Term Loan

7.74% (L + 6.00%; 1.00% Floor)


11/20/2023



1,876,255



1,842,769



1,838,730  F-8




---

##### Table of Contents

Portfolio Company

Industry

Facility Type

Interest

Maturity


FundedPar Amount


Cost


Fair ValueAEG Holding Company, Inc.(1)

Education

Term Loan

7.80% (L + 6.00%; 1.00% Floor)


11/20/2023


$
6,106,250


$
6,022,723


$
5,984,125AEG Holding Company, Inc.(2)

Education

Revolver

7.72% (L + 6.00%; 1.00% Floor)


11/20/2023



558,432



541,763



536,095AEG Holding Company, Inc.(1)

Education

Delayed Draw Term Loan

7.74% (L + 6.00%; 1.00% Floor)


11/20/2023



1,078,211



1,063,994



1,056,647BCP Raptor II, LLC(1)(7)

Energy

Term Loan

6.55% (L + 4.75%)


11/03/2025



5,712,209



5,711,278



5,255,233Brazos Delaware II, LLC(1)(7)

Energy

Term Loan B

5.79% (L + 4.00%)


05/21/2025



4,045,160



3,949,599



3,441,743Nine Point Energy, LLC(1)

Energy

Term Loan

7.24% (L + 5.50%; 1.00% Floor)


06/07/2024



4,921,875



4,832,047



4,823,438Nine Point Energy, LLC(1)(2)(3)

Energy

Revolver

7.21% (L + 5.50%; 1.00% Floor)


06/07/2024







(5,998
)


(6,562
)Nine Point Energy, LLC(1)(2)

Energy

Delayed Draw Term Loan

7.24% (L + 5.50%; 1.00% Floor)


06/07/2024



437,500



406,186



402,500Higginbotham Insurance Agency, Inc.

Financial Services

Incremental Term Loan

6.05% (L + 4.25%, 1.00% Floor)


12/19/2024



1,047,616



1,037,219



1,037,140Higginbotham Insurance Agency,
Inc.(2)

Financial Services

Delayed Draw Term Loan

6.05% (L + 4.25%, 1.00% Floor)


12/19/2024











OMH-HealthEdge Holdings, LLC(1)

Healthcare & HCIT

Term Loan

7.30% (L + 5.50%; 1.00% Floor)


10/24/2025



3,774,984



3,692,206



3,690,047OMH-HealthEdge Holdings, LLC(2)(3)

Healthcare & HCIT

Revolver

7.30% (L + 5.50%; 1.00% Floor)


10/24/2024







(9,940
)


(10,321
)ZBS Alliance Animal Health, LLC(1)

Healthcare & HCIT

Term Loan

5.97% (L + 4.25%; 1.00% Floor)


11/08/2025



2,721,360



2,668,061



2,666,933ZBS Alliance Animal Health, LLC(2)

Healthcare & HCIT

Revolver

6.04% (L + 4.25%; 1.00% Floor)


11/08/2025



498,916



485,603



485,309ZBS Alliance Animal Health, LLC(2)(3)


Healthcare & HCIT

Delayed Draw Term Loan

5.97% (L + 4.25%; 1.00% Floor)


11/08/2025







(88,520
)


(90,712
)American Physician Partners, LLC

Healthcare & HCIT

Term Loan C

8.44% (L + 6.50%; 1.00% Floor)


12/21/2021



1,203,704



1,192,634



1,191,667American Physician Partners, LLC(1)

Healthcare & HCIT

Term Loan A

8.44% (L + 6.50%; 1.00% Floor)


12/21/2021



5,562,816



5,503,929



5,507,188American Physician Partners, LLC(2)

Healthcare & HCIT

Revolver

8.44% (L + 6.50%; 1.00% Floor)


12/21/2021



177,601



173,200



173,161American Physician Partners, LLC(1)

Healthcare & HCIT

Delayed Draw Term Loan

8.44% (L + 6.50%; 1.00% Floor)


12/21/2021



1,049,891



1,039,517



1,039,392Analogic Corporation(1)

Healthcare & HCIT

Term Loan

7.80% (L + 6.00%; 1.00% Floor)


06/24/2024



2,937,163



2,891,148



2,893,987Analogic Corporation(2)

Healthcare & HCIT

Revolver

7.80% (L + 6.00%; 1.00% Floor)


06/22/2023



28,696



24,667



24,678CutisPharma, Inc.(1)

Healthcare & HCIT

Term Loan

7.79% (L + 5.75%; 1.00% Floor)


03/21/2023



7,292,268



7,183,139



7,164,653CutisPharma, Inc.(2)(3)

Healthcare & HCIT

Revolver

7.79% (L + 5.75%; 1.00% Floor)


03/21/2023







(7,096
)


(8,451
)CutisPharma, Inc.(2)(3)

Healthcare & HCIT

Delayed Draw Term Loan

7.79% (L + 5.75%; 1.00% Floor)


03/21/2023







(7,096
)


(8,451
)Delaware Valley Management Holdings,
Inc.(1)

Healthcare & HCIT

Term Loan

7.55% (L + 5.75%; 1.00% Floor)


03/21/2024



4,414,146



4,337,516



4,325,863Delaware Valley Management Holdings,
Inc.(2)

Healthcare & HCIT

Revolver

7.50% (L + 5.75%; 1.00% Floor)


03/21/2024



368,816



359,862



358,278Delaware Valley Management Holdings,
Inc.(2)(3)

Healthcare & HCIT

Delayed Draw Term Loan

7.55% (L + 5.75%; 1.00% Floor)


03/21/2024







(69,365
)


(105,376
)Ethos Veterinary Health LLC(1) (2)

Healthcare & HCIT

Term Loan

6.80% (L + 5.00%)


05/15/2026



3,382,870



3,343,496



3,340,651GHA Buyer, Inc.(1)

Healthcare & HCIT

Term Loan

7.22% (L + 5.50%; 1.00% Floor)


10/23/2023



570,916



559,588



559,497GHA Buyer, Inc.(1)

Healthcare & HCIT

Term Loan

7.30% (L + 5.50%; 1.00% Floor)


10/23/2023



1,998,132



1,966,554



1,958,169GHA Buyer, Inc.(2)(3)

Healthcare & HCIT

Revolver

7.30% (L + 5.50%; 1.00% Floor)


10/23/2023







(3,098
)


(4,050
)GHA Buyer, Inc.(2)(3)

Healthcare & HCIT

Delayed Draw Term Loan

7.22% (L + 5.50%; 1.00% Floor)


10/23/2023







(5,656
)


(5,709
)GHA Buyer, Inc.(2)(3)

Healthcare & HCIT

Delayed Draw Term Loan

7.30% (L + 5.50%; 1.00% Floor)


10/23/2023







(5,175
)


(6,750
)INH Buyer, Inc.(1)

Healthcare & HCIT

Term Loan

10.43% (L + 6.50%; 2.00% PIK, 1.00% Floor)


01/31/2025



8,643,765



8,528,135



8,514,109INH Buyer, Inc.(2)(3)

Healthcare & HCIT

Revolver

10.43% (L + 6.50%; 2.00% PIK, 1.00% Floor)


01/31/2024







(2,542
)


(3,088
)Pace Health Companies, LLC(1)

Healthcare & HCIT

Term Loan

6.44% (L + 4.50%; 1.00% Floor)


08/02/2024



5,413,237



5,362,021



5,359,104Pace Health Companies, LLC(2)(3)

Healthcare & HCIT

Revolver

6.44% (L + 4.50%; 1.00% Floor)


08/02/2024







(5,789
)


(6,167
)Pinnacle Dermatology Management,
LLC(1)

Healthcare & HCIT

Term Loan

6.05% (L + 4.25%; 1.00% Floor)


05/18/2023



6,319,034



6,207,891



6,192,653Pinnacle Dermatology Management,
LLC(2)(3)

Healthcare & HCIT

Revolver

6.11% (L + 4.25%; 1.00% Floor)


05/18/2023







(6,377
)


(9,368
)Pinnacle Dermatology Management,
LLC(2)

Healthcare & HCIT

Delayed Draw Term Loan

6.11% (L + 4.25%; 1.00% Floor)


05/18/2023



1,499,395



1,455,846



1,436,536Platinum Dermatology Partners, LLC

Healthcare & HCIT

Term Loan

8.24% (L + 6.25%; 1.00% Floor)


01/03/2023



3,147,110



3,107,800



2,911,076Platinum Dermatology Partners, LLC(1)


Healthcare & HCIT

Specified Delayed Draw Term Loan Commitment

10.00% (P + 5.25%; 1.00% Floor)


01/03/2023



1,959,465



1,934,744



1,812,505Platinum Dermatology Partners, LLC(8)


Healthcare & HCIT

Revolver

10.00% (P + 5.25%; 1.00% Floor)


01/03/2023



498,592



492,422



461,197Platinum Dermatology Partners,
LLC(1)(9)

Healthcare & HCIT

General Delayed Draw Term Loan Commitment

8.20% (L + 6.25%; 1.00% Floor)


01/03/2023



1,422,407



1,404,839



1,315,726RCP Encore Acquisition, Inc.(1)

Healthcare & HCIT

Term Loan

6.46% (L + 4.75%; 1.00% Floor)


06/09/2025



3,974,715



3,938,087



3,934,968  F-9




---

##### Table of Contents

Portfolio Company

Industry

Facility Type

Interest

Maturity


FundedPar Amount


Cost


Fair ValueThe Center for Orthopedic and Research Excellence, Inc.(1)

Healthcare & HCIT

Term Loan

7.31% (L + 5.25%; 1.00% Floor)


08/15/2025


$
4,993,841


$
4,910,901


$
4,906,449The Center for Orthopedic and Research Excellence, Inc.(2)

Healthcare & HCIT

Revolver

7.31% (L + 5.25%; 1.00% Floor)


08/15/2025



34,527



23,105



22,442The Center for Orthopedic and Research Excellence, Inc.(2)(3)

Healthcare & HCIT

Delayed Draw Term Loan

7.31% (L + 5.25%; 1.00% Floor)


08/15/2025







(14,181
)


(15,105
)Theranest, LLC(1)

Healthcare & HCIT

Term Loan

6.93% (L + 5.00%; 1.00% Floor)


07/24/2023



3,000,000



2,955,526



2,940,000Theranest, LLC(2)(3)

Healthcare & HCIT

Revolver

6.93% (L + 5.00%; 1.00% Floor)


07/24/2023







(6,143
)


(8,571
)Theranest, LLC(1)(2)

Healthcare & HCIT

Delayed Draw Term Loan

6.93% (L + 5.00%; 1.00% Floor)


07/24/2023



1,613,143



1,577,054



1,568,143RxBenefits, Inc.(1)

Pharmaceutical

Term Loan A

7.17% (L + 5.25%; 1.00% Floor)


03/28/2025



5,777,984



5,777,984



5,720,204RxBenefits, Inc.(2)(3)

Pharmaceutical

Revolver

7.17% (L + 5.25%; 1.00% Floor)


03/29/2024







(4,900
)


(5,758
)Dispatch Track, LLC(1)

Software & Services

Term Loan

6.41% (L + 4.50%; 1.00% Floor)


12/17/2024



6,038,593



5,948,735



5,948,014Dispatch Track, LLC(2)

Software & Services

Revolver

6.41% (L + 4.50%; 1.00% Floor)


12/17/2024



132,849



128,320



128,320Real Capital Analytics, Inc.(1)

Software & Services

Term Loan

7.09% (L + 5.00%, 1.00% Floor)


10/02/2024



4,863,178



4,839,901



4,838,862Real Capital Analytics, Inc.(2)

Software & Services

Revolver

6.90% (L + 5.00%, 1.00% Floor)


10/02/2024



555,792



552,482



552,318Real Capital Analytics, Inc.

Software & Services

First Supplemental Term Loan

6.71% (L + 5.00%, 1.00% Floor)


10/02/2024



3,019,297



3,004,200



3,004,200Telesoft Holdings, LLC

Software & Services

Term Loan

7.69% (L + 5.75%, 1.00% Floor)


12/16/2025



5,968,665



5,834,630



5,834,370Telesoft Holdings, LLC(2)(3)

Software & Services

Revolver

7.69% (L + 5.75%, 1.00% Floor)


12/16/2025







(13,366
)


(13,430
)AMI US Holdings, Inc.(1)

Software & Services

Term Loan

7.19% (L + 5.50%; 1.00% Floor)


04/01/2025



8,256,605



8,108,278



8,091,473AMI US Holdings, Inc.(2)

Software & Services

Revolver

7.30% (L + 5.50%; 1.00% Floor)


04/01/2024



481,626



462,683



459,734Avetta, LLC(1)

Software & Services

Term Loan

7.55% (L + 5.75%; 1.00% Floor)


04/10/2024



3,287,118



3,206,937



3,221,375Avetta, LLC(2)(3)

Software & Services

Revolver

7.55% (L + 5.75%; 1.00% Floor)


04/10/2024







(7,093
)


(9,888
)Avetta, LLC(1)

Software & Services

Incremental Term Loan B

7.55% (L + 5.75%; 1.00% Floor)


04/10/2024



4,326,814



4,249,497



4,240,278Avetta, LLC(2)(3)

Software & Services

Delayed Draw Term Loan

7.55% (L + 5.75%; 1.00% Floor)


04/10/2024







(11,111
)


(12,360
)Broadway Technology, LLC(1)

Software & Services

Term Loan

6.85% (L + 4.75%; 1.00% Floor)


04/01/2024



4,444,603



4,365,514



4,355,711Broadway Technology, LLC(2)(3)

Software & Services

Revolver

6.85% (L + 4.75%; 1.00% Floor)


04/01/2024







(6,544
)


(7,677
)Businesssolver.com, Inc.(1)

Software & Services

Term Loan

9.41% (L + 7.50%; 1.00% Floor)


05/15/2023



2,588,235



2,551,360



2,588,235Businesssolver.com, Inc.(2)(10)

Software & Services

Revolver

9.30% (L + 7.50%; 1.00% Floor)


05/15/2023



129,412



124,990



129,412Businesssolver.com, Inc.(1)

Software & Services

Delayed Draw Term Loan

9.41% (L + 7.50%; 1.00% Floor)


05/15/2023



388,235



385,043



388,235Degreed, Inc.(1)

Software & Services

Term Loan

8.15% (L + 6.35%; 1.00% Floor)


05/31/2024



2,228,335



2,207,938



2,189,784Degreed, Inc.(2)(3)

Software & Services

Revolver

8.15% (L + 6.35%; 1.00% Floor)


05/31/2024







(3,698
)


(7,228
)Degreed, Inc.(2)

Software & Services

Delayed Draw Term Loan

8.06% (L + 6.35%; 1.00% Floor)


05/31/2024



1,114,167



1,068,684



1,085,798Drilling Info Holdings, Inc.(1)(7)

Software & Services

Term Loan

6.05% (L + 4.25%)


07/30/2025



3,395,236



3,382,377



3,395,236E2open LLC(1)

Software & Services

Term Loan

7.66% (L + 5.75%; 1.00% Floor)


11/26/2024



4,944,898



4,881,721



4,895,449E2open LLC(2)(3)

Software & Services

Revolver

7.66% (L + 5.75%; 1.00% Floor)


11/26/2024







(3,830
)


(3,114
)Engage2Excel, Inc.(1)

Software & Services

Term Loan

8.42% (L + 6.50%; 1.00% Floor)


03/07/2023



1,030,478



1,013,050



1,009,868Engage2Excel, Inc.(1)

Software & Services

Term Loan

8.71% (L + 6.50%; 1.00% Floor)


03/07/2023



2,970,191



2,927,623



2,910,787Engage2Excel, Inc.(1)(2)(11)

Software & Services

Revolver

10.25% (P + 5.50%; 1.00% Floor)


03/07/2023



251,270



246,280



243,732Engage2Excel, Inc.(2)(3)

Software & Services

Delayed Draw Term Loan

10.25% (P + 5.50%; 1.00% Floor)


03/07/2023







(5,481
)


(6,645
)EnterpriseDB Corporation(1)

Software & Services

Term Loan

7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor)


06/21/2024



7,829,259



7,687,008



7,711,820EnterpriseDB Corporation(2)(3)

Software & Services

Revolver

7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor)


06/21/2024







(12,478
)


(10,445
)Exterro, Inc.(1)

Software & Services

Term Loan

7.41% (L + 5.50%; 1.00% Floor)


05/31/2024



5,945,987



5,834,920



5,916,257Exterro, Inc.(2)(3)

Software & Services

Revolver

7.41% (L + 5.50%; 1.00% Floor)


05/31/2024







(4,915
)


(1,650
)Exterro, Inc.(1)

Software & Services

Initial Term Loan

7.41% (L + 5.50%; 1.00% Floor)


05/31/2024



2,866,875



2,825,603



2,852,541Finalsite Holdings, Inc.(1)

Software & Services

Term Loan

6.93% (L + 5.00%; 1.00% Floor)


09/25/2024



3,333,032



3,285,122



3,283,036Finalsite Holdings, Inc.(2)(3)

Software & Services

Revolver

6.93% (L + 5.00%; 1.00% Floor)


09/25/2024







(3,509
)


(3,797
)Genesis Acquisition Co.(1)

Software & Services

Term Loan

5.69% (L + 3.75%)


07/31/2024



1,362,701



1,341,127



1,335,447Genesis Acquisition Co.(2)

Software & Services

Revolver

5.69% (L + 3.75%)


07/31/2024



70,840



67,715



66,792Genesis Acquisition Co.(2)(3)

Software & Services

Delayed Draw Term Loan

5.69% (L + 3.75%)


07/31/2024







(2,804
)


(3,645
)GS AcquisitionCo, Inc.(1)

Software & Services

Term Loan

7.55% (L + 5.75%; 1.00% Floor)


05/24/2024



2,716,747



2,685,271



2,682,788GS AcquisitionCo, Inc.(2)

Software & Services

Second Supplemental Delayed Draw Term Loan

7.55% (L + 5.75%; 1.00% Floor)


05/24/2024



205,022



191,520



190,366GS AcquisitionCo, Inc.(2)

Software & Services

Revolver

7.55% (L + 5.75%; 1.00% Floor)


05/24/2024



193,445



189,956



189,667Ministry Brands, LLC(1)

Software & Services

Term Loan

5.85% (L + 4.00%; 1.00% Floor)


12/02/2022



3,144,605



3,134,417



3,128,882Ministry Brands, LLC(1)

Software & Services

Delayed Draw Term Loan

5.85% (L + 4.00%; 1.00% Floor)


12/02/2022



657,623



655,480



654,335Rhode Holdings, Inc.(1)

Software & Services

Term Loan

8.72% (L + 5.50%; 1.00% PIK; 1.00% Floor)


05/02/2025



4,477,141



4,437,548



4,387,598Rhode Holdings, Inc.(2)

Software & Services

Revolver

8.30% (L + 6.50%; 1.00% Floor)


05/02/2025



214,851



211,489



207,332Rhode Holdings, Inc.(2)

Software & Services

Delayed Draw Term Loan

8.69% (L + 5.50%; 1.00% PIK; 1.00% Floor)


05/02/2025



69,949



64,481



63,878Selligent, Inc.

Software & Services

Term Loan

7.45% (L + 5.50%; 1.00% Floor)


11/05/2024



1,907,069



1,883,067



1,878,463Selligent, Inc.(2)(3)

Software & Services

Revolver

7.45% (L + 5.50%; 1.00% Floor)


11/03/2023







(2,323
)


(3,010
)Sirsi Corporation(1)

Software & Services

Term Loan

6.49% (L + 4.75%; 1.00% Floor)


03/15/2024



8,965,418



8,846,501



8,830,937Sirsi Corporation(2)(12)

Software & Services

Revolver

8.50% (P + 3.75%; 1.00% Floor)


03/15/2024


$
221,497


$
214,397


$
213,190Sugarcrm, Inc.(1)

Software & Services

Term Loan

8.30% (L + 6.50%; 1.00% Floor)


07/31/2024



3,600,024



3,548,249



3,600,024Sugarcrm, Inc.(2)(3)

Software & Services

Revolver

8.54% (L + 6.50%; 1.00% Floor)


07/31/2024







(4,235
)


Summit Infrastructure Group, Inc.(1)

Software & Services

Term Loan

5.75% (L + 4.00%; 1.00% Floor)


03/15/2024



7,019,794



6,895,695



6,879,398Summit Infrastructure Group,
Inc.(2)(3)

Software & Services

Revolver

5.75% (L + 4.00%; 1.00% Floor)


03/15/2024







(9,518
)


(11,258
)Summit Infrastructure Group,
Inc.(2)(3)

Software & Services

Delayed Draw Term Loan

5.75% (L + 4.00%; 1.00% Floor)


03/15/2024







(19,006
)


(22,515
)  F-10




---

##### Table of Contents

Portfolio Company

Industry

Facility Type

Interest

Maturity


FundedPar Amount


Cost


Fair ValueSwiftpage, Inc.

Software & Services

Term Loan A

7.24% (L + 5.50%; 1.00% Floor)


06/13/2023


$
229,796


$
225,972


$
225,200Swiftpage, Inc.

Software & Services

Term Loan

7.30% (L + 5.50%; 1.00% Floor)


06/13/2023



2,496,789



2,460,901



2,446,853Swiftpage, Inc.(2)(3)

Software & Services

Revolver

7.30% (L + 5.50%; 1.00% Floor)


06/13/2023







(3,128
)


(4,506
)Symplr Software, Inc.(1)(13)

Software & Services

Term Loan

7.94% (L + 6.00%)


11/28/2025



5,756,909



5,680,081



5,670,556Symplr Software, Inc.(2)(13)

Software & Services

Revolver

7.94% (L + 6.00%)


11/30/2023



268,631



265,115



264,184TRGRP, Inc.(1)

Software & Services

Term Loan

8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)


11/01/2023



4,806,090



4,728,641



4,709,968TRGRP, Inc.(2)(3)

Software & Services

Revolver

8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)


11/01/2023







(5,139
)


(6,667
)TRGRP, Inc.(1)

Software & Services

Incremental Term Loan

8.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)


11/01/2023



1,073,976



1,054,948



1,052,497Velocity Purchaser Corporation(1)

Software & Services

Term Loan

7.80% (L + 6.00%; 1.00% Floor)


12/01/2022



2,815,750



2,781,894



2,815,750Velocity Purchaser Corporation(1)

Software & Services

Term Loan

7.79% (L + 6.00%; 1.00% Floor)


12/01/2022



700,038



689,647



700,038Velocity Purchaser Corporation(2)(3)

Software & Services

Revolver

7.80% (L + 6.00%; 1.00% Floor)


12/01/2022







(2,300
)


Watermark Insights, LLC(1)

Software & Services

Term Loan

7.29% (L + 5.50%; 1.00% Floor)


06/07/2024



2,612,705



2,592,613



2,586,578Watermark Insights, LLC(1)

Software & Services

Delayed Draw Term Loan

7.29% (L + 5.50%; 1.00% Floor)


06/07/2024



327,878



326,063



324,599Purchasing Power, LLC(1)

Specialty Finance

Term Loan

8.96% (L + 7.25%; 1.00% Floor)


02/06/2024



2,854,850



2,810,973



2,804,891Dillon Logistics, Inc.(1)

Transport & Logistics

Term Loan B

10.48% (L + 3.00%; 5.00% PIK; 1.00% Floor)


12/11/2023



1,172,909



1,154,246



1,089,984Dillon Logistics, Inc.(1)

Transport & Logistics

Term Loan A

10.48% (L + 3.00%; 5.00% PIK; 1.00% Floor)


12/11/2023



2,658,594



2,616,179



2,470,631Dillon Logistics, Inc.(2)(14)

Transport & Logistics

Revolver

8.90% (L + 7.00%; 1.00% Floor)


12/11/2023



365,443



360,395



336,694OSG Bulk Ships, Inc.(1)

Transport & Logistics

Term Loan

6.69% (L + 5.00%)


12/21/2023



6,017,292



5,955,690



5,942,076Total 1st Lien/Senior Secured Debt










332,320,392



330,393,2052nd Lien/Junior Secured Debt5.27%Brave Parent Holdings, Inc.(1)

Energy

Term Loan

9.43% (L + 7.50%)


04/17/2026



1,230,107



1,204,314



1,180,902Conterra Ultra Broadband Holdings,
Inc.(1)

Software & Services

Term Loan

9.70% (L + 8.00%; 1.00% Floor)


04/30/2027



6,537,710



6,445,244



6,439,645Total 2nd Lien/Junior Secured Debt










7,649,558



7,620,547Total U.S. Corporate Debt










339,969,950



338,013,752Portfolio Company

Industry








Shares


Cost


Fair ValueU.S. Preferred Stock3.36%Concerto, LLC(15)(16)

Healthcare & HCIT










65,614


$
349,977


$
349,977Datarobot, Inc.(16)

Software & Services










38,190



289,278



289,278Degreed, Inc.(16)

Software & Services










43,819



278,541



278,540Heap(16)

Software & Services










189,617



696,351



696,351Protoscale Rubrik(16)

Software & Services










25,397



598,212



598,201Punchh(16)

Software & Services










24,262



275,337



275,337Symplr Software Intermediate Holdings,
Inc.(16)

Software & Services










1,196



1,160,531



1,374,165Workfront, Inc.(16)

Software & Services










104,058



999,998



999,998Total U.S. Preferred Stock










4,648,225



4,861,847U.S. Common Stock1.05%NC Holdings, LLC(16)(17)

Digital Infrastructure & Services










360,996



400,525



400,525Leeds FEG Investors, LLC(16)

Education










320



321,309



359,147INH Group Holdings(16)

Healthcare & HCIT










484,552



484,552



290,731Aggregator, LLC(16)

Software & Services










417,813



417,813



467,950Total U.S. Common Stock










1,624,199



1,518,353U.S. Warrants0.44%Degreed, Inc., Warrants expire
05/31/2026(16)

Software & Services










17,749



27,511



27,511Fuze, Inc., Warrants expire
09/20/2029(16)

Digital Infrastructure & Services










184,665


$
603,855


$
603,855Total U.S. Warrants










631,366



631,366TOTAL
INVESTMENTS238.67%(18)











$
346,873,740


$
345,025,318LIABILITIES IN EXCESS OF OTHER ASSETS (138.67%)















$
(200,462,923
)NET ASSETS100.00%

















$
144,562,395  +
As of December 31, 2019, qualifying assets represented 98.38% of total assets. Under the 1940 Act we may
not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. *
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are
categorized as Level 3 assets under the definition of Financial Accounting Standards Boards Accounting Standards Codification 820 fair value hierarchy. #
Percentages are based on net assets. ^
Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The
borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (LIBOR) or the U.S. Prime Rate. The spread may change based on the type of rate used. The terms in the consolidated schedule of investments
disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day,
90-day or 180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively) at the borrowers option. LIBOR loans may be subject to interest floors. As of
December 31, 2019, rates for 1M L, 2M L, 3M L and 6M L are 1.76%, 1.83%, 1.91% and 1.91%, respectively. As of December 31, 2019, the U.S. Prime Rate was 4.75%. See Note 4 Borrowings. (1)
Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd. (2)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded
portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 Commitments and Contingencies. (3)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding
on the loan. The negative fair value is the result of the capitalized discount on the loan. (4)
Pivotal Payments, Inc. has been renamed to Nuvei Technologies Corp. in 2019. (5)
$56,565 of the funded par amount accrues interest at 6.35% (L + 4.50%). (6)
$29,780 of the funded par amount accrues interest at 10.75 (P + 6.00%). (7)
Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy. (8)
$124,648 of the funded par amount accrues interest at 8.24% (L + 6.25%). (9)
$293,434 of the funded par amount accrues interest at 10.00% (P + 5.25%). (10)
$45,294 of the funded par amount accrues interest at 11.25% (P + 6.50%). (11)
$78,522 of the funded par amount accrues interest at 8.49% (L + 6.50%). (12)
$110,748 of the funded par amount accrues interest at 6.54% (L + 4.75%). (13)
Caliper Software, Inc. has been renamed to Symplr Software, Inc. in 2019. (14)
$62,056 of the funded par amount accrues interest at 10.75% (P + 6.00%). (15)
Concerto, LLC is held through ABPCIC Concerto Holdings LLC. (16)
Non-income producing investment. (17)
NC Holdings LLC is held through ABPCIC NC Holdings LLC. (18)
Aggregate gross unrealized appreciation for federal income tax purposes is $1,824,555, aggregate gross
unrealized depreciation for federal income tax purposes is $3,672,977. Net unrealized depreciation is $1,848,422 based upon a tax cost basis of $346,873,740.  L -
LIBOR P -
Prime PIK -
Payment-In-Kind  F-11




---

##### Table of Contents

AB Private Credit Investors Corporation Consolidated Schedule of Investments as of December 31, 2018  Portfolio Company

Industry

Facility Type

Interest

Maturity


FundedPar Amount


Cost


Fair ValueInvestments at Fair Value217.79% + * # ^U.S. Corporate Debt215.36%1st Lien/Senior Secured Debt213.46%Pivotal Payments Direct Corp.

Business Services

Initial Canadian Term Loan Commitment

9.00% (P + 3.50%; 1.00% Floor)


09/28/2025


$
1,004,630


$
994,863


$
994,584Pivotal Payments, Inc.

Business Services

Initial U.S. Term Loan Commitment

9.00% (P + 3.50%; 1.00% Floor)


09/28/2025



672,556



666,017



665,830Pivotal Payments, Inc.(1)

Business Services

Delayed Draw Term Loan

7.01% (L + 4.50%; 1.00% Floor)


09/28/2025



302,582



297,860



297,725Single Digits, Inc.

Business Services

Term Loan

8.79% (L + 6.00%; 1.00% Floor)


12/21/2023



3,329,180



3,295,889



3,295,889Single Digits, Inc.(1) (2)

Business Services

Revolver

8.79% (L + 6.00%; 1.00% Floor)


12/21/2023







(4,161
)


(4,161
)Single Digits, Inc.(1) (2)

Business Services

Delayed Draw Term Loan

8.79% (L + 6.00%; 1.00% Floor)


12/21/2023







(10,404
)


(10,404
)Smile Brands, Inc.

Business Services

Term Loan

7.13% (L + 4.50%)


10/12/2024



1,656,250



1,640,203



1,639,688Smile Brands, Inc.(1)

Business Services

Revolver

9.00% (P + 3.50%)


10/12/2023



42,468



40,015



39,920Smile Brands, Inc.(1)

Business Services

Delayed Draw Term Loan

7.13% (L + 4.50%)


10/12/2024



159,680



153,543



153,309Trade Supplies Acquisition, LLC

Business Services

Term Loan

7.01% (L + 4.50%; 1.00% Floor)


11/21/2023



6,301,503



6,208,200



6,206,980Trade Supplies Acquisition,
LLC(1)

Business Services

Revolver

9.00% (P + 3.50%; 1.00% Floor)


11/21/2023



119,748



111,113



110,914InSite Wireless Group, LLC(1)

Communications & IT Infrastructure

Term Loan

8.03% (L + 5.61%; 0.50% Floor)


03/15/2023



2,238,572



2,206,783



2,185,319InSite Wireless Group, LLC(1) (2)

Communications & IT Infrastructure

Revolver

8.03% (L + 5.61%; 0.50% Floor)


03/15/2023







(2,490
)


(2,958
)Maintech, Incorporated(3)

Communications & IT Infrastructure

Term Loan

9.80% (L + 7.00%; 1.00% Floor)


12/28/2022



2,887,500



2,845,887



2,844,187Maintech, Incorporated (1)(3)(4)

Communications & IT Infrastructure

Revolver

11.50% (P + 6.00%; 1.00% Floor)


12/28/2022



214,500



211,071



210,375Captain Ds, Inc.

Consumer Non-Cyclical

Term Loan

7.30% (L + 4.50%; 1.00% Floor)


12/15/2023



2,057,194



2,039,173



2,036,622Captain Ds, Inc.(1) (5)

Consumer Non-Cyclical

Revolver

9.00% (P + 3.50%; 1.00% Floor)


12/15/2023



82,573



80,898



80,622GPS Hospitality Holding Company LLC

Consumer Non-Cyclical

Term Loan B

6.99% (L + 4.25%)


12/06/2025



2,453,856



2,417,343



2,417,048Lucky Bucks, LLC

Consumer Non-Cyclical

Term Loan

9.78% (L + 7.00%; 1.00% Floor)


04/09/2023



1,078,856



1,060,428



1,059,976Lucky Bucks, LLC(1)

Consumer Non-Cyclical

Delayed Draw Term Loan

9.86% (L + 7.00%; 1.00% Floor)


04/09/2023



551,452



532,621



532,061Tropical Smoothie Café, LLC

Consumer Non-Cyclical

Term Loan

8.00% (L + 5.50%; 1.00% Floor)


09/24/2023



1,350,089



1,337,204



1,336,588Tropical Smoothie Café, LLC(1)


Consumer Non-Cyclical

Revolver

8.00% (L + 5.50%; 1.00% Floor)


09/24/2023



38,574



37,285



37,224AEG Holding Company, Inc.

Education

Term Loan

8.53% (L + 6.00%; 1.00% Floor)


11/20/2023



6,168,559



6,064,136



6,045,188AEG Holding Company, Inc.(1)

Education

Revolver

8.52% (L + 6.00%; 1.00% Floor)


11/20/2023



595,996



582,236



579,742AEG Holding Company, Inc.(1) (2)

Education

Delayed Draw Term Loan

8.53% (L + 6.00%; 1.00% Floor)


11/20/2023







(17,771
)


(21,673
)BCP Raptor II, LLC(6)

Energy

Term Loan

7.37% (L + 4.75%)


11/03/2025



5,740,914



5,712,752



5,303,169Brazos Delaware II, LLC(6)

Energy

Term Loan B

6.50% (L + 4.00%)


05/21/2025



4,086,228



3,957,985



3,738,898American Physician Partners LLC

Healthcare & HCIT

Term Loan A

9.30% (L + 6.25%; 1.00% Floor)


12/21/2021



3,113,453



3,068,540



3,066,751American Physician Partners LLC(1)

Healthcare & HCIT

Revolver

9.29% (L + 6.25%; 1.00% Floor)


12/21/2021



241,459



232,964



232,626American Physician Partners LLC(1)

Healthcare & HCIT

Delayed Draw Term Loan

9.30% (L + 6.25%; 1.00% Floor)


12/21/2021



446,243



393,462



391,355Analogic Corporation

Healthcare & HCIT

Term Loan

8.52% (L + 6.00%; 1.00% Floor)


06/22/2024



3,005,511



2,949,568



2,945,401Analogic Corporation(1) (2)

Healthcare & HCIT

Revolver

8.52% (L + 6.00%; 1.00% Floor)


06/22/2023







(5,246
)


(5,739
)GHA Buyer, Inc.

Healthcare & HCIT

Term Loan

8.02% (L + 5.50%; 1.00% Floor)


10/22/2023



2,025,133



1,985,938



1,984,631GHA Buyer, Inc.(1) (2)

Healthcare & HCIT

Revolver

8.02% (L + 5.50%; 1.00% Floor)


10/22/2023







(3,895
)


(4,050
)GHA Buyer, Inc.(1) (2)

Healthcare & HCIT

Delayed Draw Term Loan

8.02% (L + 5.50%; 1.00% Floor)


10/22/2023







(5,966
)


(13,501
)Pinnacle Dermatology Management, LLC

Healthcare & HCIT

Term Loan

6.77% (L + 4.25%; 1.00% Floor)


05/18/2023



1,864,326



1,831,047



1,827,039Pinnacle Dermatology Management, LLC(1)
(2)

Healthcare & HCIT

Revolver

6.77% (L + 4.25%; 1.00% Floor)


05/18/2023







(8,226
)


(9,368
)Pinnacle Dermatology Management,
LLC(1)

Healthcare & HCIT

Delayed Draw Term Loan

6.77% (L + 4.25%; 1.00% Floor)


05/18/2023



2,763,699



2,681,310



2,670,014Platinum Dermatology Partners, LLC

Healthcare & HCIT

Term Loan

9.05% (L + 6.25%; 1.00% Floor)


01/03/2023



3,169,048



3,108,282



3,105,667Platinum Dermatology Partners, LLC(1)
(2)

Healthcare & HCIT

Revolver

9.05% (L + 6.25%; 1.00% Floor)


01/03/2023







(8,024
)


(9,972
)Platinum Dermatology Partners, LLC

Healthcare & HCIT

Specified Delayed Draw Term Loan Commitment

9.11% (L + 6.25%; 1.00% Floor)


01/03/2023



1,979,408



1,946,432



1,939,820Platinum Dermatology Partners, LLC(1)


Healthcare & HCIT

General Delayed Draw Term Loan Commitment

9.13% (L + 6.25%; 1.00% Floor)


01/03/2023



1,425,972



1,392,746



1,386,084Qualifacts Corporation

Healthcare & HCIT

Term Loan

9.78% (L + 7.00%; 1.00% Floor)


12/12/2022



2,820,000



2,773,525



2,805,900Qualifacts Corporation(1) (2)

Healthcare & HCIT

Revolver

9.78% (L + 7.00%; 1.00% Floor)


12/12/2022







(4,756
)


(1,500
)Theranest, LLC

Healthcare & HCIT

Term Loan

7.76% (L + 5.00%; 1.00% Floor)


07/23/2023



3,000,000



2,944,416



2,940,000Theranest, LLC(1) (2)

Healthcare & HCIT

Revolver

7.76% (L + 5.00%; 1.00% Floor)


07/23/2023







(7,832
)


(8,571
)Theranest, LLC(1)

Healthcare & HCIT

Delayed Draw Term Loan

7.79% (L + 5.00%; 1.00% Floor)


07/23/2023



214,286



173,176



169,286Avetta, LLC

Software & Services

Term Loan

7.76% (L + 5.25%; 1.00% Floor)


04/10/2024



3,320,490



3,260,667



3,287,285Avetta, LLC(1) (2)

Software & Services

Revolver

7.76% (L + 5.25%; 1.00% Floor)


04/10/2024







(8,475
)


(4,944
)Avetta, LLC(1) (2)

Software & Services

Delayed Draw Term Loan

7.76% (L + 5.25%; 1.00% Floor)


04/10/2024







(13,634
)


(12,360
)Businesssolver.com, Inc.

Software & Services

Term Loan

10.12% (L + 7.50%; 1.00% Floor)


05/15/2023



2,588,235



2,541,806



2,536,471Businesssolver.com, Inc.(1)

Software & Services

Revolver

12.00% (P + 6.50%; 1.00% Floor)


05/15/2023



129,412



123,756



122,941Businesssolver.com, Inc.(1)

Software & Services

Delayed Draw Term Loan

10.12% (L + 7.50%; 1.00% Floor)


05/15/2023



97,059



93,663



89,294Caliper Software, Inc.

Software & Services

Term Loan

8.02% (L + 5.50%)


11/30/2025



3,891,026



3,832,660



3,832,660Caliper Software, Inc.(1)

Software & Services

Revolver

8.02% (L + 5.50%)


11/30/2023



14,823



10,376



10,376Drilling Info Holdings, Inc.(6)

Software & Services

Term Loan

6.77% (L + 4.25%)


07/30/2025



3,059,098



3,044,509



3,039,979Drilling Info Holdings, Inc. (1) (2)
(6)

Software & Services

Delayed Draw Term Loan

6.77% (L + 4.25%)


07/30/2025







(1,103
)


(1,461
)E2open LLC

Software & Services

Term Loan

7.68% (L + 5.00%; 1.00% Floor)


11/26/2024



4,150,293



4,088,890



4,088,039E2open LLC(1) (2)

Software & Services

Revolver

7.68% (L + 5.00%; 1.00% Floor)


11/26/2024







(4,595
)


(4,670
)E2open LLC(1)

Software & Services

Delayed Draw Term Loan

7.68% (L + 5.00%; 1.00% Floor)


11/26/2024



93,382



86,567



80,931Engage2Excel, Inc.

Software & Services

Term Loan

9.36% (L + 6.50%; 1.00% Floor)


03/07/2023



3,000,421



2,945,737



2,940,413Engage2Excel, Inc.(1)

Software & Services

Revolver

9.36% (L + 6.50%; 1.00% Floor)


03/07/2023



106,790



99,884



99,252Exterro, Inc.

Software & Services

Initial Term Loan

8.24% (L + 5.50%; 1.00% Floor)


05/31/2024



2,955,150



2,903,587



2,896,047Exterro, Inc.(1) (2)

Software & Services

Revolver

8.24% (L + 5.50%; 1.00% Floor)


05/31/2024







(5,651
)


(6,600
)Finalsite Holdings, Inc.

Software & Services

Term Loan

8.03% (L + 5.50%; 1.00% Floor)


09/25/2024



3,366,784



3,309,983



3,307,865Finalsite Holdings, Inc.(1) (2)

Software & Services

Revolver

8.03% (L + 5.50%; 1.00% Floor)


09/25/2024







(4,234
)


(4,430
)Genesis Acquisition Co.

Software & Services

Term Loan

6.52% (L + 4.00%; 1.00% Floor)


07/31/2024



1,376,466



1,350,527



1,348,936Genesis Acquisition Co.(1) (2)

Software & Services

Revolver

6.52% (L + 4.00%; 1.00% Floor)


07/31/2024







(3,772
)


(4,048
)Genesis Acquisition Co.(1) (2)

Software & Services

Delayed Draw Term Loan

6.52% (L + 4.00%; 1.00% Floor)


07/31/2024







(3,399
)


(3,645
)Ministry Brands, LLC

Software & Services

1st Lien Term Loan

6.52% (L + 4.00%; 1.00% Floor)


12/02/2022



3,176,249



3,162,463



3,160,367Ministry Brands, LLC(1)

Software & Services

Delayed Draw Term Loan

6.52% (L + 4.00%; 1.00% Floor)


12/02/2022



448,683



442,681



441,704Perforce Intermediate Holdings, LLC

Software & Services

Term Loan

6.77% (L + 4.25%; 1.00% Floor)


12/27/2024



3,835,253



3,758,340



3,796,900Perforce Intermediate Holdings, LLC(1)
(2)

Software & Services

Revolver

6.77% (L + 4.25%; 1.00% Floor)


12/28/2022







(10,987
)


(5,915
)Selligent, Inc.

Software & Services

Term Loan

8.09% (L + 5.50%; 1.00% Floor)


11/05/2024



1,926,332



1,898,180



1,897,437Selligent, Inc.(1) (2)

Software & Services

Revolver

8.09% (L + 5.50%; 1.00% Floor)


11/03/2023







(2,917
)


(3,010
)Sugarcrm, Inc.

Software & Services

Term Loan

9.27% (L + 6.75%; 1.00% Floor)


07/31/2024



3,235,401



3,181,827



3,178,782Sugarcrm, Inc.(1)

Software & Services

Revolver

9.43% (L + 6.75%; 1.00% Floor)


07/31/2024



77,561



72,502



72,132Swiftpage, Inc.

Software & Services

Term Loan

8.01% (L + 5.50%; 1.00% Floor)


06/13/2023



2,522,137



2,476,347



2,471,694Swiftpage, Inc.

Software & Services

Term Loan A

8.01% (L + 5.50%; 1.00% Floor)


06/13/2023



232,118



227,512



227,475Swiftpage, Inc.(1) (2)

Software & Services

Revolver

8.01% (L + 5.50%; 1.00% Floor)


06/13/2023







(4,019
)


(4,506
)TRGRP Acquisition Corp.

Software & Services

Term Loan

9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)


11/01/2023



4,686,111



4,595,436



4,592,389TRGRP Acquisition Corp.(1) (2)

Software & Services

Revolver

9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)


11/01/2023







(6,447
)


(6,667
)Velocity Purchaser Corporation

Software & Services

Term Loan

8.53% (L + 6.00%; 1.00% Floor)


12/01/2022



2,931,594



2,883,855



2,872,962Velocity Purchaser Corporation

Software & Services

Term Loan

8.52% (L + 6.00%; 1.00% Floor)


12/01/2022



728,749



714,791



714,174Velocity Purchaser Corporation(1) (2)


Software & Services

Revolver

8.53% (L + 6.00%; 1.00% Floor)


12/01/2022







(3,174
)


(3,865
)Veriforce Holdings, LLC

Software & Services

Term Loan

9.14% (L + 6.50%; 1.00% Floor)


07/13/2023



3,082,612



3,032,743



3,028,666Veriforce Holdings, LLC(1) (2)

Software & Services

Revolver

9.14% (L + 6.50%; 1.00% Floor)


07/13/2023







(4,556
)


(4,929
)Watermark Insights, LLC

Software & Services

Term Loan

7.26% (L + 4.75%; 1.00% Floor)


06/07/2024



2,639,230



2,614,903



2,612,837Watermark Insights, LLC

Software & Services

Delayed Draw Term Loan

7.26% (L + 4.75%; 1.00% Floor)


06/07/2024



331,198



328,821



327,886Dillon Logistics, Inc.

Transport & Logistics

Term Loan A

9.80% (L + 7.00%; 1.00% Floor)


12/11/2023



2,592,288



2,540,918



2,540,442Dillon Logistics, Inc.

Transport & Logistics

Term Loan B

9.80% (L + 7.00%; 1.00% Floor)


12/11/2023



1,270,729



1,245,548



1,245,315Dillon Logistics, Inc.

Transport & Logistics

Term Loan C

9.80% (L + 7.00%; 1.00% Floor)


12/31/2020



304,975



299,032



298,876Dillon Logistics, Inc.(1)

Transport & Logistics

Revolver

9.65% (L + 7.00%; 1.00% Floor)


12/11/2023



333,571



325,211



325,133OSG Bulk Ships, Inc.

Transport & Logistics

Term Loan

7.78% (L + 5.00%)


12/21/2023



6,544,642



6,463,245



6,462,835Total 1st Lien/Senior Secured Debt
















135,776,144



135,061,9802nd Lien/Junior Secured Debt1.90%Brave Parent Holdings, Inc.

Energy

Term Loan

10.02% (L + 7.50%)


04/17/2026



1,230,107



1,201,433



1,200,773Total 2nd Lien/Junior Secured Debt
















1,201,433



1,200,773Total U.S. Corporate Debt
















136,977,577



136,262,753  Portfolio Company

Industry

Coupon

Shares

Cost


Fair ValueU.S. Preferred Stock1.83%Symplr Software Intermediate Holdings,
Inc.(7)

Software & Services



$1,196

$
1,160,531


$
1,160,531Total U.S. Preferred Stock








1,160,531



1,160,531U.S. Common Stock0.60%SSC TS Investments, LLC(7) (8)

Business Services



62,734

$
62,735


$
62,735Leeds FEG Investors, LLC(7)

Education



311

$
311,400


$
317,114Total U.S. Common Stock








374,135



379,849TOTAL
INVESTMENTS217.79%(9)







$
138,512,243


$
137,803,133LIABILITIES IN EXCESS OF OTHER ASSETS(117.79%)









$
(74,529,423
)NET ASSETS100.00%











$
63,273,710  +
As of December 31, 2018, qualifying assets represented 96.79% of total assets. Under the 1940 Act we may
not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. *
Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are
categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy. #
Percentages are based on net assets. ^
Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The
borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (LIBOR) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments
disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day,
90-day or 180-day LIBOR rates (1M L, 3M L or 6M L, respectively) at the borrowers option. LIBOR loans may be subject to interest floors. As of December 31,
2018, rates for 1M L, 2M L, 3M L and 6M L are 2.50%, 2.61%, 2.81% and 2.88%, respectively. As of December 31, 2018, the U.S. Prime rate was 5.50%. (1)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded
portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 7 Commitments and Contingencies. (2)
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding
on the loan. The negative fair value is the result of the capitalized discount on the loan. (3)
D1MT Holdings LLC has been renamed to Maintech, Incorporated in 2018. (4)
$55,000 of the funded par amount accrues interest at 9.39% (L+7.00%; 1.00% Floor). (5)
$33,159 of the funded par amount accrues interest at 6.89% (L+4.50%; 1.00% Floor). (6)
Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy. (7)
Non-income producing security. (8)
SSC TS Investments, LLC is held through ABPCIC SSC TS Holdings LLC. (9)
Aggregate gross unrealized appreciation for federal income tax purposes is $116,400; aggregate gross unrealized
depreciation for federal income tax purposes is $825,510. Net unrealized depreciation is $709,110 based upon a tax cost basis of $138,512,243.  L -
LIBOR P -
Prime PIK -
Payment-In-Kind See Notes to Consolidated Financial Statements  F-12




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##### Table of Contents

AB Private Credit Investors Corporation Notes to Consolidated Financial Statements December 31, 2019 1. Organization AB Private Credit Investors Corporation (the Fund, we, our, and us), an externally
managed, 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 (the 1940 Act), was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly
sourced and privately negotiated. AB Private Credit Investors LLC serves as the Funds external investment adviser (the Adviser). Prior to 2017, there were no significant operations other than the sale and issuance of 100 shares of common stock, par value $0.01, on
June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) to the Adviser. The sale of common shares was approved by the unanimous consent of the Funds Board of Directors (the Board). In addition, prior to
commencing operations in 2017, on May 26, 2017, the Fund issued and sold an additional 2,400 shares of common stock, par value $0.01 at an aggregate purchase price of $24,000 ($10.00 per share) to the Adviser. That sale was also approved by the
unanimous consent of the Funds Board. The Fund is conducting private offerings (each a Private Offering) of its common
stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). At the closing of any Private Offering, each investor will make a capital commitment (a
Capital Commitment) to purchase shares of the Funds common stock pursuant to a subscription agreement entered into with the Fund. Investors will be required to fund drawdowns to purchase shares of the Funds common stock up to
the amount of their respective Capital Commitment on an as-needed basis each time the Fund delivers a capital draw-down notice to its investors. On September 29, 2017, the Fund completed the initial closing (Initial Closing) of its Private Offering after entering into
subscription agreements (collectively, the Subscription Agreements) with several investors, providing for the private placement of the Funds common shares. At December 31, 2019, the Fund had total Capital Commitments of
$397,620,551, of which 64% is unfunded. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including follow-on investments), for paying the Funds expenses, including fees
under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities. There were no
operating activities from February 6, 2015 to November 15, 2017. As described above, the Fund completed its Initial Closing on September 29, 2017, and commenced operations on November 15, 2017. The Funds fiscal year ends on
December 31. On October 31, 2018, the Fund established ABPCIC SSC TS Holdings LLC (ABPCIC SSC TS), through which
the Fund made an investment. ABPCIC SSC TS was 100% owned by the Fund and is consolidated in the Funds consolidated financial statements commencing from the date of its formation. ABPCIC SSC TS was dissolved on December 20, 2019 upon the
exit from the Funds investment held by ABPCIC SSC TS. On December 19, 2018 the Adviser established ABPCIC Funding I LLC
(ABPCIC Funding), a Delaware limited liability company. ABPCIC Funding is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements commencing from the date of its formation. On June 14, 2019 the Adviser established ABPCI Direct Lending Fund CLO VI Ltd (CLO VI), an exempted company incorporated with
limited liability under the laws of the Cayman Islands. On August 9, 2019 ABPCIC Funding and CLO VI entered into a merger agreement,
pursuant to which ABPCIC Funding agreed to merge with and into CLO VI, with CLO VI as the surviving entity. CLO VI issued Class B, Class C and Subordinated Notes to the Fund through AB PCI Direct Lending Fund CLO VI Depositor LLC, a
wholly-owned subsidiary of the Fund established on August 9, 2019. CLO VI is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements. On September 25, 2019, the Fund established ABPCIC NC Holdings LLC (ABPCIC NC), through which the Fund made an investment.
ABPCIC NC is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements commencing from the date of its formation.  F-13




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##### Table of Contents

On December 17, 2019, the Fund established ABPCIC Concerto Holdings LLC (ABPCIC
Concerto, and together with ABPCIC SSC TS and ABPCIC NC, the Blockers), through which the Fund made an investment. ABPCIC Concerto is 100% owned by the Fund and is consolidated in the Funds consolidated financial statements
commencing from the date of its formation. 2. Significant Accounting Policies The Fund is an investment company under accounting principles generally accepted in the United States of America (GAAP) and follows
the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946, Financial Services  Investment Companies.
The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-K and Article 6 of Regulation
S-X. The functional currency of the Fund is U.S. dollars and these consolidated financial
statements have been prepared in that currency. The consolidated financial statements include the accounts of the Fund and its
wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Reclassifications Certain prior period amounts have been reclassified to conform to the current presentation, with no significant effect on our financial
condition, results of operations or cash flows. The following is a summary of significant accounting policies followed by the Fund. Cash and Cash Equivalents Cash consists
of demand deposits and money market accounts. Cash is carried at cost, which approximates fair value. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit
Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days, as cash equivalents. Revenue Recognition Investment
transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For
those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the
borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until
all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual
status when past due principal and interest is paid and, in the managements judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good
faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized
over the life of the investment as interest income. Realized gains and losses on investment transactions are determined on the specific
identification method. Certain investments in debt securities may contain a contractual payment-in-kind (PIK) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii)
additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investments credit agreement, is accrued as interest income and recorded as interest receivable up to the
interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same
terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investments maturity date or call date. The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment,
administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned.  F-14




---

##### Table of Contents

Credit Facility Related Costs, Expenses and Deferred Financing Costs The Revolving Credit Facility (as defined in Note 4) is recorded at carrying value which approximates fair value. Interest expense and unused
commitment fees on the Revolving Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized
expenses related to the closing of the Revolving Credit Facility. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing
expenses in the consolidated statements of operations with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities. Notes Payable Related Costs, Expenses and Unamortized Debt Issuance Costs The Notes (as defined in Note 4) are recorded at carrying value. Interest expense on notes payable is recorded on an accrual basis. Debt
issuance costs relating to notes payable are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included
as a direct reduction of the carrying value of the notes payable (i.e. a contra liability). Upon early termination or partial principal
pay down of the Notes, the unamortized costs related to the Notes are accelerated into interest and borrowing expenses on the Funds consolidated statements of operations. Income Taxes ASC 740, Accounting
for Uncertainty in Income Taxes (ASC 740) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of
preparing the Funds tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior year), the Fund has concluded that
it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities. The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company
(RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its
taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements
quarterly, meet gross income requirements annually and file Form 1120-RIC, as provided by the Code. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount
at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the
one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such
years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as
required. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the Fund accrued excise taxes of $0, $3 and $2,336, respectively. As of December 31, 2019 and December 31, 2018, $0 and $0,
respectively, of accrued excise taxes remained payable. The Fund may be subject to taxes imposed by countries in which the Fund invests.
Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned. The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion
of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years. Use of
Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded
during the reporting period. Actual results could differ from those estimates and such differences could be material.  F-15




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##### Table of Contents

Distributions Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations,
which may differ from those amounts determined in accordance with GAAP. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the
period and reduce the stockholders tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to
paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent
differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in
conjunction with the preparation of the Funds annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined
by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a
portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund may
retain certain net capital gains for reinvestment and, depending upon the level of the Funds taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable
U.S. federal excise tax. The specific tax characteristics of the Funds distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that
the Fund will be able to declare such distributions in future periods. The Fund has adopted a dividend reinvestment plan that provides
for stockholders to receive dividends or other distributions declared by the Board in cash unless a stockholder elects to opt in to the dividend reinvestment plan. As a result, if the Board declares a cash distribution, then the
stockholders who have opted in to the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. 3. Related Party Transactions Advisory Agreement On November 13, 2019, the Fund entered into the Amended and Restated Advisory Agreement (Amended and Restated Advisory
Agreement), replacing the advisory agreement the Fund entered into with the Advisor on July 27, 2017 (the Advisory Agreement), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee
calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing
leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets is calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the
calculation period. The base management fee is calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid. The base management fee for any partial month or
quarter is appropriately prorated. For the year ended December 31, 2019, the Fund incurred a management fee of $3,688,293, of which $380,701 was voluntarily waived by the Adviser. For the year ended December 31, 2018, the Fund incurred a
management fee of $957,992, of which $127,862 was voluntarily waived by the Adviser. For the year ended December 31, 2017, the Fund incurred a management fee of $23,745, of which $23,745 was voluntarily waived by the Adviser. As of
December 31, 2019, and December 31, 2018, $1,053,696 and $830,130, respectively, of accrued management fee remained payable. The Fund will also pay the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the
Fund. The incentive fee will consist of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not. Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Funds net
investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (Pre-incentive Fee Net Investment Income or PIFNII) for the
quarter, as further described below. PIFNII means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund
receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Funds operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the
Administration Agreement) we have entered into with State Street Bank and Trust (the Administrator), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but
excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP). PIFNII also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under
any obligation to reimburse the Fund for any part of the income-based incentive fees  F-16




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it received that was based on accrued interest that the Fund never actually received. PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the
structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receives PIFNII in excess of a hurdle rate (as defined
below) for a quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in
this situation, subject to the restrictions detailed at the end of this section. PIFNII, expressed as a rate of return on the average
value of the Funds net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) as of the first day of each month during the course of the immediately preceding calendar
quarter, will be compared to various hurdle rates, with the income-based incentive fee rate of return increasing at each hurdle rate. Description of Quarterly Incentive Fee Calculations The Fund pays the Adviser an income-based incentive fee with respect to PIFNII in each calendar quarter as follows:  

No income-based incentive fee in any calendar quarter in which PIFNII does not exceed 1.5% per quarter (6% per
annum), the 6% Hurdle Rate;  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 6% Hurdle Rate but is less
than 1.67% in any calendar quarter (the 6% Catch-up Cap), approximately 6.67% per annum. This portion of PIFNII (which exceeds the 6% Hurdle Rate but is less than the 6% Catch-up Cap) is referred to as the 6% Catch-up. The 6% Catch-up is meant to provide the Adviser with 10.0% of the PIFNII
as if hurdle rate did not apply if this net investment income exceeded 1.67% but was less than 1.94% in any calendar quarter; and  

10.0% of the amount of PIFNII, if any, that exceeds the 6% Catch-up Cap,
but is less than 1.94% (the 7% Hurdle Rate), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the PIFNII until the amount of PIFNII exceeds 1.94%, approximately 7.78% per annum; and  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 7% Hurdle Rate but is less
than 2.06% in any calendar quarter (the 7% Catch-up Cap), approximately 8.24% per annum. This portion of PIFNII (which exceeds the 7% Hurdle Rate but is less than the 7% Catch-up Cap) is referred to as the 7% Catch-up. The 7% Catch-up is meant to provide the Adviser with 15.0% of the PIFNII
as if a hurdle rate did not apply if this net investment income exceeded 2.06% but was less than 2.35% in any calendar quarter; and  

15.0% of the amount of PIFNII, if any, that exceeds the 7% Catch-up Cap,
but is less than 2.35% (the 8% Hurdle Rate, approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of the PIFNII until the amount of PIFNII exceeds 2.35%, approximately 9.41% per annum; and  

100% of PIFNII with respect to that portion of such PIFNII, if any, that exceeds the 8% Hurdle Rate but is less
than 2.50% in any calendar quarter (the 8% Catch-up Cap), approximately 10% per annum. This portion of PIFNII (which exceeds the 8% Hurdle Rate but is less than the 8% Catch-up cap) is referred to as the 8% Catch-up. The 8% Catch-up is meant to provide the Adviser with 20.0% of the PIFNII
as if a hurdle rate did not apply if this net investment income exceeded 2.50% in any calendar quarter; and  

20.0% of the amount of PIFNII, if any, that exceeds 2.50% in any calendar quarter. For the year ended December 31, 2019, the Fund incurred income  based incentive fees of $981,757, of which $132,327, was
voluntarily waived by the Adviser. For the year ended December 31, 2018, the Fund incurred income  based incentive fees of $232,164, of which $32,302, was voluntarily waived by the Adviser. As of December 31, 2019, and
December 31, 2018, $1,049,291, and $199,862, respectively remained payable. No incentive fees were incurred or were payable as of
and for the year ended December 31, 2017. Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at
the end of each fiscal year as 20% of aggregate cumulative realized capital gains from the date of the Funds election to be regulated as a BDC through the end of that year, computed net of all aggregate cumulative realized capital losses and
aggregate cumulative unrealized depreciation through the end of such year, less the aggregate  F-17




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##### Table of Contents

amount of any previously paid capital gain incentive fees. For the foregoing purpose, aggregate cumulative realized capital gains will not include any unrealized appreciation. For
accounting purposes only, we are required under GAAP to accrue a hypothetical capital gains incentive fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the Amended and Restated
Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. The accrual of this hypothetical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a hypothetical
capital gains incentive fee that would be payable to the Adviser at each measurement date. The capital gains incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee will be
payable for such year. Additionally, if the Amended and Restated Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating
and paying the capital gains incentive fee. Since inception, no capital gains incentive fees have been incurred or are payable as of
December 31, 2019 and December 31, 2018, and for the years ended December 31, 2019, December 31, 2018 and December 31, 2017. The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in
realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Funds portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date.
Also, it should be noted that the capital gains incentive fee expense fluctuates with the Funds overall investment results. The
Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be
made, the sum of (a) the PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees
are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Amended and Restated Advisory Agreement. Administration Agreement and Expense Reimbursement Agreement We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the
Expense Reimbursement Agreement) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement,
the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. We will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its
overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. Expense Support and Conditional Reimbursement Agreement On September 29, 2017, the Fund and the Adviser entered into an agreement (the Expense Support and Conditional Reimbursement
Agreement) to limit certain of the Funds Operating Expenses, as defined below, to no more than 1.5% of the Funds average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund
for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an Expense Payment) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a Reimbursement Payment), pursuant
to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Funds average quarterly gross
assets, is referred to as the Percentage Limit. Any Expense Payment by the Adviser pursuant to the Expense Support and
Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses
for the current quarter, including Reimbursement Payments, expressed as a percentage of the Funds average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at
the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support
and Conditional Reimbursement Agreement, Operating Expenses means the Funds Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholder servicing fees, financing fees
and costs, interest expense, brokerage commissions and extraordinary expenses and Total Operating Expenses means all of the Funds operating costs and expenses incurred, as determined in accordance with generally accepted accounting
principles for investment companies. However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of
Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time  F-18




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##### Table of Contents

the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Funds Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to
the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, 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, distribution rate reductions due to distribution and shareholder
fees, and declared special dividends or special distributions, if any. The Operating Expense Ratio is calculated by dividing Operating Expenses in any quarter by the Funds average net assets in such quarter. The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may
terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the
Amended and Restated Advisory Agreement, or (b) the Board of the Fund makes a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund
any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement that have not been reimbursed by the Fund to the Adviser. As of December 31, 2019, the amount of Expense Payments provided by the Adviser since inception is $4,784,382. The following table
reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:  For the Quarters Ended

Amount ofExpenseSupport


Amount ofReimbursementPayment


Amount ofUnreimbursedExpenseSupport


Effective RateofDistributionper Share (1)


ReimbursementEligibilityExpiration


PercentageLimit (2)September 30, 2017

$
1,002,147


$
107,841


$
894,306



n/a



September 30, 2020



1.5
%December 31, 2017


1,027,398







1,027,398



n/a



December 31, 2020



1.5
%March 31, 2018


503,592







503,592



n/a



March 31, 2021



1.5
%June 30, 2018


1,086,482







1,086,482



4.787
%


June 30, 2021



1.0
%September 30, 2018


462,465







462,465



4.715
%


September 30, 2021



1.0
%December 31, 2018


254,742







254,742



6.762
%


December 31, 2021



1.0
%March 31, 2019


156,418







156,418



5.599
%


March 31, 2022



1.0
%June 30, 2019


259,263







259,263



6.057
%


June 30, 2022



1.0
%September 30, 2019


31,875







31,875



5.154
%


September 30, 2022



1.0
%December 31, 2019














6.423
%


December 31, 2022



1.0
%Total

$
4,784,382


$
107,841


$
4,676,541  (1)
The effective rate of distribution per share is expressed as a percentage equal to the projected annualized
distribution amount as of the end of the applicable period (which is calculated by annualizing the regular quarterly cash distributions per share as of such date without compounding), divided by the Funds gross offering price per share as of
such date. (2)
Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any
Expense Payment, as a percentage of the Funds average quarterly gross assets. Transfer Agency Agreement On September 26, 2017, the Fund and AllianceBernstein Investor Services, Inc. (ABIS), an affiliate of the Fund, entered into
an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the Fund accrued $28,600, $4,424 and $0,
respectively, in transfer agent fees. As of December 31, 2019 and December 31, 2018, $9,397 and $10,717, respectively, of accrued transfer agent fees remained payable. 4. Borrowings Credit Facilities On November 15, 2017, the Fund entered into a credit agreement (the Credit Agreement) to establish a revolving credit facility
(the Revolving Credit Facility) with HSBC Bank USA, National Association (HSBC). The initial maximum commitment amount (the Maximum Commitment) under the Revolving Credit Facility was $30 million and may be
increased in a minimum amount of $10 million and in $5 million increments thereof with the consent of HSBC or reduced upon request of the Fund. As of January 31, 2019, the Fund has the adjusted Maximum Commitment of $50 million.
So long as no request for borrowing is outstanding, the Fund may terminate the lenders commitments (Commitments) or reduce the Maximum Commitments by giving prior irrevocable written notice to the administrative agent. Any
reduction of the Maximum Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event, shall a reduction by the Fund reduce the Commitments to $35 million or less (in  F-19




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##### Table of Contents

each case, except for a termination of all the Commitments). Proceeds under the Credit Agreement may be used for any purpose permitted under our organizational documents, including general
corporate purposes such as the making of investments. The Credit Agreement contains certain customary covenants and events of default, with customary cure and notice provisions. As of December 31, 2019, the Fund is in compliance with these
covenants. The Funds obligations under the Credit Agreement are secured by the Capital Commitments and capital contributions to the Fund. Borrowings under the Credit Agreement bear interest, at the Funds election at the time of drawdown, at a rate per annum equal to
(i) with respect to LIBOR Rate Loans, Adjusted LIBOR (as defined in the Credit Agreement) for the applicable Interest Period; and (ii) with respect to Reference Rate Loans (as defined in the Credit Agreement), the greatest of: (i) the
rate of interest per annum publicly announced from time to time by HSBC as its prime rate, (ii) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day (as defined in the credit agreement), the average of the quotation for such day
on such transactions received by the administrative agent (as defined in the credit agreement), from three (3) Federal funds brokers of recognized standing selected by the administrative agent and, upon request of Borrowers (as defined in the
Credit Agreement), with notice of such quotations to the Borrowers and (iii) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus two hundred basis
points (2.00%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments. The Revolving
Credit Facility was scheduled to mature on November 13, 2019, subject to the Funds option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the
Lenders and the administrative agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the administrative agent for the benefit of the extending Lenders consenting to such extension in an amount
agreed to by the administrative agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice
is given in accordance with the following clause (iv) or on November 13, 2019; and (v) the Fund has delivered an extension request to the administrative agent not more than one hundred twenty (120) days or less than forty-five
(45) days prior to November 13, 2019. Effective November 13, 2019, the Fund exercised its option to extend the maturity
date of the Revolving Credit Facility to November 11, 2020. On January 30, 2019, ABPCIC Funding entered into a Credit Agreement
(the Barclays Credit Facility) with Barclays Bank PLC, New York Branch (Barclays) as facility agent (in such capacity, the Facility Agent) and U.S. Bank National Association (U.S. Bank) as collateral
agent (in such capacity, the Collateral Agent), collateral administrator (in such capacity, the Collateral Administrator) and custodian (in such capacity, the Custodian). The Barclays Credit Facility was in effect
during the year, but terminated on August 9, 2019. All of the collateral pledged to lenders by ABPCIC Funding under the Barclays
Credit Facility was held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration
services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by
ABPCIC Funding. Pursuant to a collateral management agreement (the Collateral Management Agreement) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase
and management of the assets securing the Barclays Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was responsible for
reimbursing the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed. For the year ended
December 31, 2019, the Fund incurred a collateral management fee of $426,758, which was voluntarily waived by the Adviser. The
Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread
of 2.25%. ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would
have matured, and all accrued and unpaid interest thereunder would have been due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction
for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility was subject to certain
restrictions contained in the 1940 Act. The Barclays Credit Facility matured and was paid down during the year in connection with the issuance of the Notes (as defined below). For a discussion of the CLO Transaction see SeeNote 4.
Collateralized Loan Obligations.  F-20




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The Funds outstanding borrowings through the Revolving Credit Facility as of
December 31, 2019 were as follows:  AggregateBorrowingAmountCommitted


OutstandingBorrowing


AmountAvailable


CarryingValueHSBC

$
50,000,000


$
19,500,000


$
30,500,000


$
19,500,000Total

$
50,000,000


$
19,500,000


$
30,500,000


$
19,500,000 The Funds outstanding borrowings through the Revolving Credit Facility as of December 31, 2018 were
as follows:  AggregateBorrowingAmountCommitted


OutstandingBorrowing


AmountAvailable


CarryingValueHSBC

$
125,000,000


$
88,200,000


$
36,800,000


$
88,200,000Total

$
125,000,000


$
88,200,000


$
36,800,000


$
88,200,000 As of December 31, 2019 and December 31, 2018, deferred financing costs were $64,959 and $172,580,
respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities. Collateralized Loan
Obligations On August 9, 2019, CLO VI (the Issuer) and ABPCI Direct Lending Fund CLO VI LLC, a limited liability
company organized under the laws of the State of Delaware (the Co-Issuer, and together with the Issuer, the Co-Issuers), each a newly formed
special purpose vehicle, completed a $300,500,000 term debt securitization (the CLO Transaction). The stated reinvestment date is August 9, 2022. The CLO Transaction was executed through a private placement and the notes offered (the Notes) that remain outstanding as of
December 31, 2019 were as follows:  PrincipalAmount


InterestRate


CarryingValue(1)Class A-1 Senior Secured Floating Rate Note (Class A-1)

$
178,200,000



L + 1.73
%

$
175,875,031Class A-2A Senior Secured Floating Rate Note (Class A-2A)

$
25,000,000



L + 2.45
%

$
24,673,826Class A-2B Senior Secured Fixed Rate Note (Class A-2B)

$
9,950,000



4.23
%

$
9,787,776Class B Secured Deferrable Floating Rate Note (Class B)

$
16,400,000



L + 3.40
%

$

*Class C Secured Deferrable Floating Rate Note (Class C)

$
17,350,000



L + 4.40
%

$

*Subordinated Notes

$
53,600,000



N/A


$

*  *
Class B, Class C and Subordinated Notes have been eliminated in consolidation. (1)
Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance
costs associated with the Notes totaled $2,780,532 as of December 31, 2019 and are reflected on the consolidated statements of assets and liabilities. The Notes are scheduled to mature on August 9, 2030. The CLO VI indenture provides that the holders of the CLO VI Class A-1, Class A-2A, Class A-2B, Class B and Class C Notes are to receive quarterly interest payments, in arrears, on the 20th day in January, April, July and
October of each year, commencing in August 2019. The Notes are the secured obligations of the
Co-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any
state securities or blue sky laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.  F-21




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The Adviser serves as collateral manager to the Issuer pursuant to a collateral management
agreement between the Adviser and the Issuer (the CLO Collateral Management Agreement). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or
subordinated interest to which it may be entitled under the CLO Collateral Management Agreement. For the year ended December 31, 2019, the Fund incurred a collateral management fee of $729,661, which was voluntarily waived by the Adviser. As of December 31, 2019 and December 31, 2018 outstanding borrowings under the Revolving Credit Facility and Notes were $229,836,633
and $88,200,000, respectively. For the years ended December 31, 2019, December 31, 2018, and December 31, 2017, the
components of interest and other debt expenses related to the borrowings were as follows:  For the yearendedDecember 31,2019


For the yearendedDecember 31,2018


For the yearendedDecember 31,2017Stated Interest and borrowing expenses

$
7,158,340


$
1,222,642


$
21,941Commitment fees


219,021



83,237



11,732Amortization of debt issuance and deferred financing costs


1,088,053



443,423



29,918Total

$
8,465,414


$
1,749,302


$
63,591Weighted average interest rate(1)


4.39
%


4.26
%


3.94
%Average outstanding balance

$
163,259,315


$
28,667,123


$
4,325,532  (1)
Calculated as the amount of the stated interest expense and fees divided by average borrowings during the
period. LIBOR RiskThe Fund may invest in certain debt securities, derivatives or other financial
instruments that utilize the London Interbank Offered Rate, or LIBOR, as a benchmark or reference rate for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which
regulates LIBOR, announced that it intends to phase out the use of LIBOR by the end of 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after
2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by short-term repurchase agreements collateralized by U.S.
Treasury securities, called the Secured Overnight Financing Rate, or the SOFR. At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Additionally, the future of LIBOR at this time is
uncertain. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. In
addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities, including the value of
the LIBOR-indexed, floating-rate debt securities in our portfolio, or the cost of our borrowings. Additionally, if LIBOR ceases to exist, we may need to renegotiate our credit arrangements extending beyond 2021 with our portfolio companies that
utilize LIBOR as a factor in determining the interest rate and certain of our existing credit facilities to replace LIBOR with the new standard that is established. The potential effect of the phase-out or
replacement of LIBOR on our cost of capital and net investment income cannot yet be determined. 5. Fair Value Measurement In accordance with ASC 820, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in
an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation
of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from
sources independent of the Fund. Unobservable inputs reflect the Funds own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the
circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.  F-22




---

##### Table of Contents

The three-tier hierarchy of inputs is summarized below:  

Level 1  Quoted prices in active markets for identical investments.  

Level 2  Other significant observable inputs (including quoted prices for similar investments,
interest rates, prepayment speeds, credit risk, etc.).  

Level 3  Significant unobservable inputs (including the Funds own assumptions in determining the
fair value of investments at the reporting date). The level in the fair value hierarchy within which the fair value
measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or
observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or
liability. The determination of what constitutes observable requires significant judgment by the Fund. The Fund considers
observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. Valuation of Investments Investments are
valued at fair value as determined in good faith by our Board, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily
available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter. The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as
Level 2; however, those priced using models with significant unobservable inputs are categorized as Level 3. In determining the
fair value of the Funds Level 3 debt and equity positions the Adviser uses the following factors, where relevant: loan to value (LTV) based on an enterprise value determined using the original purchase price, public equity
comparable, recent M&A transaction, and a discounted cash flow (DCF) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes (comparable yields). Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had a
readily available market for the securities existed and the differences could be material. The following table summarizes the valuation
of the Funds investments as of December 31, 2019:  Assets*

Level 1


Level 2


Level 3


Total1st Lien/Senior Secured Debt


$  


$
12,092,212


$
318,300,993


$
330,393,2052nd Lien/Junior Secured Debt










7,620,547



7,620,547U.S. Preferred Stock










4,861,847



4,861,847U.S. Common Stock










1,518,353



1,518,353U.S. Warrants










631,366



631,366Total assets

$



$
12,092,212


$
332,933,106


$
345,025,318  *
See consolidated schedule of investments for industry classifications. The following table summarizes the valuation of the Funds investments as of December 31, 2018:  Assets*

Level 1


Level 2


Level 3


Total1st Lien/Senior Secured Debt


$  


$
12,080,585


$
122,981,395


$
135,061,9802nd Lien/Junior Secured Debt










1,200,773



1,200,773U.S. Preferred Stock










1,160,531



1,160,531U.S. Common Stock










379,849



379,849Total assets

$



$
12,080,585


$
125,722,548


$
137,803,133  *
See consolidated schedule of investments for industry classifications.  F-23




---

##### Table of Contents

The following is a reconciliation of Level 3 assets for the year ended
December 31, 2019:  1stLien/SeniorSecured Debt


2nd Lien/JuniorSecuredDebt


U.S.CommonStock


U.S.PreferredStock


U.S.Warrants


TotalBalance as of January 1, 2019

$
122,981,395


$
1,200,773


$
379,849


$
1,160,531


$



$
125,722,548Purchases (including PIK)


238,113,812



6,439,645



1,312,798



3,487,694



631,366



249,985,315Sales and principal payments


(43,180,812
)






(183,182
)










(43,363,994
)Realized Gain (Loss)


(37,702
)






120,448











82,746Net Amortization of Premium/Discount


1,319,840



8,480















1,328,320Transfers In






















Transfers Out






















Net Change in Unrealized Appreciation (Depreciation)


(895,539
)


(28,351
)


(111,560
)


213,622







(821,828
)Balance as of December 31, 2019

$
318,300,994


$
7,620,547


$
1,518,353


$
4,861,847


$
631,366


$
332,933,107Change in Unrealized Appreciation (Depreciation) for Investments Still Held

$
(830,746
)

$
(28,351
)

$
(111,560
)

$
213,622


$



$
(757,035
) For the year ended December 31, 2019, there were no transfers to or from Level 3. The following is a reconciliation of Level 3 assets for the year ended December 31, 2018:  1st Lien/SeniorSecured Debt


2nd Lien/JuniorSecuredDebt


U.S.CommonStock


U.S.PreferredStock


TotalBalance as of January 1, 2018

$
23,561,630


$



$
311,400


$



$
23,873,030Purchases (including PIK)


115,019,854



1,200,773



62,735



1,160,531



117,443,893Sales and principal payments


(15,791,044
)














(15,791,044
)Realized Gain (Loss)


8,664















8,664Net Amortization of Premium/Discount


258,651



660











259,311Transfers In


















Transfers Out


















Net Change in Unrealized Appreciation (Depreciation)


(76,360
)


(660
)


5,714







(71,306
)Balance as of December 31, 2018

$
122,981,395


$
1,200,773


$
379,849


$
1,160,531


$
125,722,548Change in Unrealized Appreciation (Depreciation)for Investments Still Held

$
(77,132
)

$
(660
)

$
5,714


$



$
(72,078) For the year ended December 31, 2018, there were no transfers to or from Level 3. The following tables present the ranges of significant unobservable inputs used to value the Funds Level 3 investments as of December 31, 2019
and December 31, 2018, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the
valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Funds Level 3 investments.  Fair Valueas ofDecember 31,2019


ValuationTechniques


UnobservableInput


Range (WeightedAverage) (1)


Impact toValuation froman Increase inInputAssets:1st Lien/Senior Secured Debt

$
233,166,392



Market YieldAnalysis



Market Yield



6.3%11.7%(8.2%)



Decrease85,134,601



Recent Purchase



Purchase Price



N/A



N/A2nd Lien/Junior Secured Debt


7,620,547



Market YieldAnalysis



Market Yield



10.5%11.0%(10.6%)



DecreaseU.S. Common
Stock


1,117,827



MarketApproach



EBITDAMultiple



5.0x16.0x(10.3x)



Increase400,526



Recent Purchase



Purchase Price



N/A



N/A  F-24




---

##### Table of Contents

Fair Valueas ofDecember 31,2019


ValuationTechniques


UnobservableInput


Range (WeightedAverage) (1)


Impact toValuation froman Increase inInputU.S. Preferred Stock


1,374,166



MarketApproach



EBITDAMultiple



13.6x



Increase2,573,089



MarketApproach



RevenueMultiple



5.0x12.7x(9.0x)



Increase914,592



RecentPurchase



PurchasePrice



N/A



N/AU.S. Warrants


27,511



MarketApproach



RevenueMultiple



12.3x



Increase603,855



RecentPurchase



PurchasePrice



N/A



N/ATotal Assets

$
332,933,106  (1)
Weighted averages are calculated based on fair value of investments.  Fair Valueas ofDecember 31.2018


ValuationTechniques


UnobservableInput


Range(WeightedAverage) (1)


Impact toValuationfrom anIncreasein InputAssets:1st Lien/Senior Secured Debt

$
59,170,282



Market YieldAnalysis



MarketYield



6.0%15.5%(9.2%)



Decrease63,811,113



RecentPurchase



PurchasePrice



N/A



N/A2nd Lien/Junior Secured Debt


1,200,773



RecentPurchase



PurchasePrice



N/A



N/ACommon Stock


317,114



MarketApproach



EBITDAMultiple



12.5x



Increase62,735



RecentPurchase



PurchasePrice



N/A



N/APreferred Stock


1,160,531



RecentPurchase



PurchasePrice



N/A



N/ATotal Assets

$
125,722,548  (1)
Weighted averages are calculated based on fair value of investments. Financial Instruments Disclosed, But Not Carried, At Fair Value The following table presents the carrying value and fair value of the Funds financial liabilities disclosed, but not carried, at fair
value as of December 31, 2019 and the level of each financial liability within the fair value hierarchy.  CarryingValue (1)


Fair Value


Level 1


Level 2


Level 3Class A-1 Senior Secured Notes

$
175,875,031


$
178,195,723


$



$



$
178,195,723Class A-2A Senior Secured Notes


24,673,826



24,889,050











24,889,050Class A-2B Senior Secured Notes


9,787,776



9,916,279











9,916,279Total

$
210,336,633


$
213,001,052


$



$



$
213,001,052  (1)
Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance
costs associated with the Notes totaled $2,780,532 as of December 31, 2019 and are reflected on the consolidated statements of assets and liabilities.  F-25




---

##### Table of Contents

6. Commitments & Contingencies Commitments The Fund may enter into
commitments to fund investments. As of December 31, 2019, the Fund believed that it had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies
are not recorded in the Funds consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash
requirement. The Fund had the following unfunded commitments by investment types as of December 31, 2019:  Investment Type

Facility Type


CommitmentExpirationDate(1)


UnfundedCommitment(2)


FairValue(3)1st Lien/Senior Secured Debt5 Bars, LLC


Delayed Draw Term Loan



9/27/2024


$
3,448,816


$
(51,732
)5 Bars, LLC


Revolver



9/27/2024


$
646,653


$
(9,700
)AEG Holding Company, Inc.


Revolver



11/20/2023


$
558,432


$
(11,168
)Ahead Data Blue, LLC


Revolver



11/8/2024


$
961,256


$
(19,225
)American Physician Partners, LLC


Revolver



12/21/2021


$
266,402


$
(2,664
)AMI US Holdings, Inc.


Revolver



4/1/2024


$
612,979


$
(12,260
)Analogic Corporation


Revolver



6/22/2023


$
258,261


$
(3,616
)Avetta, LLC


Delayed Draw Term Loan



4/11/2020


$
1,235,991


$
(12,360
)Avetta, LLC


Revolver



4/10/2024


$
494,396


$
(9,888
)BEP Borrower Holdco, LLC


Delayed Draw Term Loan A



6/12/2021


$
1,288,304


$
(12,883
)BEP Borrower Holdco, LLC


Delayed Draw Term Loan B



6/30/2020


$
2,576,608


$
(25,766
)BEP Borrower Holdco, LLC


Revolver



6/12/2024


$
429,435


$
(6,442
)Blink Holdings, Inc.


Delayed Draw Term Loan



11/8/2020


$
119,189


$
(1,192
)Broadway Technology, LLC


Revolver



4/1/2024


$
383,845


$
(7,677
)Businesssolver.com, Inc.


Revolver



5/15/2023


$
194,118


$
Captain Ds, Inc.


Revolver



12/15/2023


$
60,466


$
(604
)CutisPharma, Inc.


Revolver



3/21/2023


$
482,932


$
(8,451
)CutisPharma, Inc.


Delayed Draw Term Loan



5/17/2021


$
482,932


$
(8,451
)Degreed, Inc.


Delayed Draw Term Loan



5/31/2021


$
1,810,522


$
(17,562
)Degreed, Inc.


Revolver



5/31/2024


$
417,813


$
(7,228
)Delaware Valley Management Holdings, Inc.


Delayed Draw Term Loan



3/21/2021


$
5,268,797


$
(105,376
)Delaware Valley Management Holdings, Inc.


Revolver



3/21/2024


$
158,064


$
(3,161
)Dillon Logistics, Inc.


Revolver



12/11/2023


$
41,191


$
(2,912
)Dispatch Track, LLC


Revolver



12/17/2024


$
169,081


$
(2,537
)E2open LLC


Revolver



11/26/2024


$
311,365


$
(3,114
)Engage2Excel, Inc.


Delayed Draw Term Loan



10/25/2020


$
664,490


$
(6,645
)Engage2Excel, Inc.


Revolver



3/7/2023


$
125,635


$
(2,513
)EnterpriseDB Corporation


Revolver



6/21/2024


$
696,355


$
(10,445
)Ethos Veterinary Health LLC


Term Loan



5/17/2021


$
839,091


$
(8,391
)EvolveIP, LLC


Delayed Draw Term Loan



11/26/2021


$
755,824


$
(11,337
)EvolveIP, LLC


Revolver



6/7/2023


$
566,868


$
(8,503
)Exterro, Inc.


Revolver



5/31/2024


$
330,000


$
(1,650
)Finalsite Holdings, Inc.


Revolver



9/25/2024


$
253,142


$
(3,797
)Fuze, Inc.


Delayed Draw Term Loan



9/20/2021


$
2,591,772


$
(117,926
)Fuze, Inc.


Revolver



9/20/2024


$
388,766


$
(17,689
)Genesis Acquisition Co.


Delayed Draw Term Loan



7/31/2020


$
364,466


$
(3,645
)Genesis Acquisition Co.


Revolver



7/31/2024


$
131,560


$
(2,631
)GHA Buyer, Inc.


Delayed Draw Term Loan



12/31/2020


$
570,916


$
(5,709
)GHA Buyer, Inc.


Delayed Draw Term Loan



12/31/2020


$
675,044


$
(6,750
)GHA Buyer, Inc.


Revolver



10/23/2023


$
202,513


$
(4,050
)GS AcquisitionCo, Inc.


Revolver



5/24/2024


$
108,813


$
(1,360
)GS AcquisitionCo, Inc.


Second SupplementalDelayed Draw Term Loan



8/2/2021


$
1,934,450


$
(13,251
)Higginbotham Insurance Agency, Inc.


Delayed Draw Term Loan



3/11/2020


$
2,365,584


$
INH Buyer, Inc.


Revolver



1/31/2024


$
205,858


$
(3,088
)InSite Wireless Group, LLC


Term Loan



8/1/2022


$
6,179,466


$
(77,243
)Lucky Bucks, LLC


Delayed Draw Term Loan



4/9/2020


$
64,919


$
(1,136
)Metametrics, Inc.


Revolver



9/10/2025


$
651,183


$
(13,024
)Nine Point Energy, LLC


Revolver



6/7/2024


$
328,125


$
(6,562
)Nine Point Energy, LLC


Delayed Draw Term Loan



6/7/2021


$
1,312,500


$
(26,250
)OMH-HealthEdge Holdings, LLC


Revolver



10/24/2024


$
458,721


$
(10,321
)Pace Health Companies, LLC


Revolver



8/2/2024


$
616,682


$
(6,167
)  F-26




---

##### Table of Contents

Investment Type

Facility Type


CommitmentExpirationDate(1)


UnfundedCommitment(2)


Fair Value(3)PF Growth Partners, LLC


Delayed Draw Term Loan



7/11/2021


$
300,356


$
(3,003
)Pinnacle Dermatology Management, LLC


Delayed Draw Term Loan



5/18/2020


$
1,643,567


$
(32,871
)Pinnacle Dermatology Management, LLC


Revolver



5/18/2023


$
468,424


$
(9,368
)Real Capital Analytics, Inc.


Revolver



10/2/2024


$
138,948


$
(695
)Rhode Holdings, Inc.


Delayed Draw Term Loan



5/3/2021


$
467,302


$
(5,280
)Rhode Holdings, Inc.


Revolver



5/2/2025


$
161,139


$
(3,223
)RxBenefits, Inc.


Revolver



3/29/2024


$
575,767


$
(5,758
)Selligent, Inc.


Revolver



11/3/2023


$
200,660


$
(3,010
)Single Digits, Inc.


Delayed Draw Term Loan



12/21/2020


$
1,040,369


$
(10,404
)Single Digits, Inc.


Revolver



12/21/2023


$
416,148


$
(4,161
)Sirsi Corporation


Revolver



3/15/2024


$
332,245


$
(4,984
)Smile Brands, Inc.


Delayed Draw Term Loan



10/12/2020


$
333,798


$
Smile Brands, Inc.


Revolver



10/12/2023


$
220,833


$
Sugarcrm, Inc.


Revolver



7/31/2024


$
310,244


$
Summit Infrastructure Group, Inc.


Delayed Draw Term Loan



3/15/2021


$
1,125,756


$
(22,515
)Summit Infrastructure Group, Inc.


Revolver



3/15/2024


$
562,878


$
(11,258
)Swiftpage, Inc.


Revolver



6/13/2023


$
225,317


$
(4,506
)Symplr Software, Inc.


Revolver



11/30/2023


$
27,828


$
(417
)Telesoft Holdings, LLC


Revolver



12/16/2025


$
596,865


$
(13,430
)The Center for Orthopedic and Research Excellence, Inc.


Delayed Draw Term Loan



8/15/2021


$
1,726,330


$
(15,105
)The Center for Orthopedic and Research Excellence, Inc.


Revolver



8/15/2025


$
656,005


$
(11,480
)Theranest, LLC


Delayed Draw Term Loan



7/23/2020


$
1,386,857


$
(20,803
)Theranest, LLC


Revolver



7/24/2023


$
428,571


$
(8,571
)TRGRP, Inc.


Revolver



11/1/2023


$
333,333


$
(6,667
)Tropical Smoothie Cafe, LLC


Revolver



9/24/2023


$
96,435


$
Tropical Smoothie Cafe, LLC


Delayed Draw Term Loan



6/18/2021


$
6,659,893


$
Velocity Purchaser Corporation


Revolver



12/1/2022


$
193,237


$
ZBS Alliance Animal Health, LLC


Delayed Draw Term Loan



11/8/2025


$
4,535,600


$
(90,712
)ZBS Alliance Animal Health, LLC


Revolver



11/8/2025


$
181,424


$
(3,628
)Total 1st Lien/Senior Secured Debt









$
71,406,720


$
(1,007,901
)Total









$
71,406,720


$
(1,007,901
) The Fund had the following unfunded commitments by investment types as of December 31, 2018:  Investment Type

Facility Type


CommitmentExpirationDate(1)


UnfundedCommitment(2)


Fair Value(3)1st Lien/Senior Secured DebtAEG Holding Company, Inc.


Delayed Draw Term Loan



11/20/2019


$
1,083,629


$
(21,673
)AEG Holding Company, Inc.


Revolver



11/20/2023


$
216,726


$
(4,335
)American Physician Partners LLC


Delayed Draw Term Loan



01/29/2020


$
3,212,948


$
(48,194
)American Physician Partners LLC


Revolver



12/21/2021


$
347,466


$
(5,212
)Analogic Corporation


Revolver



06/22/2023


$
286,957


$
(5,739
)Avetta, LLC


Delayed Draw Term Loan



04/11/2020


$
1,235,991


$
(12,360
)Avetta, LLC


Revolver



04/10/2024


$
494,396


$
(4,944
)Businesssolver.com, Inc.


Delayed Draw Term Loan



05/15/2020


$
291,176


$
(5,824
)Businesssolver.com, Inc.


Revolver



05/15/2023


$
194,118


$
(3,882
)Caliper Software, Inc.


Revolver



11/30/2023


$
281,636


$
(4,225
)Captain Ds, Inc.


Revolver



12/15/2023


$
112,481


$
(1,125
)Dillon Logistics, Inc.


Revolver



12/11/2023


$
225,550


$
(3,404
)Drilling Info Holdings, Inc.


Delayed Draw Term Loan



07/30/2020


$
233,718


$
(1,461
)E2open LLC


Delayed Draw Term Loan



05/26/2020


$
736,677


$
(11,050
)E2open LLC


Revolver



11/26/2024


$
311,365


$
(4,670
)Engage2Excel, Inc.


Revolver



03/07/2023


$
270,115


$
(5,402
)  F-27




---

##### Table of Contents

Investment Type

Facility Type

CommitmentExpirationDate(1)


UnfundedCommitment(2)


Fair Value(3)Exterro, Inc.

Revolver


05/31/2024


$
330,000


$
(6,600
)Finalsite Holdings, Inc.

Revolver


09/25/2024


$
253,142


$
(4,430
)Genesis Acquisition Co.

Delayed Draw Term Loan


07/31/2020


$
364,466


$
(3,645
)Genesis Acquisition Co.

Revolver


07/31/2024


$
202,400


$
(4,048
)GHA Buyer, Inc.

Delayed Draw Term Loan


06/20/2020


$
675,044


$
(13,501
)GHA Buyer, Inc.

Revolver


10/22/2023


$
202,513


$
(4,050
)InSite Wireless Group, LLC

Revolver


03/15/2023


$
197,231


$
(2,958
)InSite Wireless Group, LLC

Term Loan


03/15/2021


$
1,311,586


$
(19,674
)Lucky Bucks, LLC

Delayed Draw Term Loan


04/09/2020


$
556,562


$
(9,740
)Maintech, Incorporated

Revolver


12/28/2022


$
60,500


$
(908
)Ministry Brands, LLC

Delayed Draw Term Loan


12/02/2022


$
947,111


$
(4,736
)Perforce Intermediate Holdings, LLC

Revolver


12/28/2022


$
591,549


$
(5,915
)Pinnacle Dermatology Management, LLC

Delayed Draw Term Loan


05/18/2020


$
1,920,536


$
(38,411
)Pinnacle Dermatology Management, LLC

Revolver


05/18/2023


$
468,424


$
(9,368
)Pivotal Payments, Inc.

Delayed Draw Term Loan


03/28/2020


$
183,152


$
(1,832
)Platinum Dermatology Partners, LLC

General Delayed DrawTerm Loan Commitment


07/03/2019


$
568,394


$
(11,368
)Platinum Dermatology Partners, LLC

Revolver


01/03/2023


$
498,592


$
(9,972
)Qualifacts Corporation

Revolver


12/12/2022


$
300,000


$
(1,500
)Selligent, Inc.

Revolver


11/03/2023


$
200,660


$
(3,010
)Single Digits, Inc.

Delayed Draw Term Loan


12/21/2020


$
1,040,369


$
(10,404
)Single Digits, Inc.

Revolver


12/21/2023


$
416,148


$
(4,161
)Smile Brands, Inc.

Delayed Draw Term Loan


10/12/2020


$
477,340


$
(4,773
)Smile Brands, Inc.

Revolver


10/12/2023


$
212,340


$
(2,123
)Sugarcrm, Inc.

Revolver


07/31/2024


$
232,683


$
(4,072
)Swiftpage, Inc.

Revolver


06/13/2023


$
225,317


$
(4,506
)Theranest, LLC

Delayed Draw Term Loan


07/23/2020


$
2,785,713


$
(41,786
)Theranest, LLC

Revolver


07/23/2023


$
428,571


$
(8,571
)Trade Supplies Acquisition, LLC

Revolver


11/21/2023


$
469,177


$
(7,038
)TRGRP Acquisition Corp.

Revolver


11/01/2023


$
333,333


$
(6,667
)Tropical Smoothie Café, LLC

Revolver


09/24/2023


$
96,435


$
(964
)Velocity Purchaser Corporation

Revolver


12/01/2022


$
193,237


$
(3,865
)Veriforce Holdings, LLC

Revolver


07/13/2023


$
281,646


$
(4,929
)Total 1st Lien/Senior Secured Debt







$
26,559,120


$
(403,025
)Total







$
26,559,120


$
(403,025
)  (1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and
certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. (2)
Net of capitalized fees, expenses and original issue discount (OID). (3)
A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and
liabilities. The negative fair value is the result of the capitalized discount on the loan. Contingencies In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund
under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications. 7. Net Assets Equity Issuance In connection with its formation, the Fund has the authority to issue 200,000,000 shares of the Funds common stock, par value $0.01 per
share. On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several
investors, including the Adviser, providing for the private placement of the Funds common shares. Under the terms of the Subscription Agreements, investors are required  F-28




---

##### Table of Contents

to fund drawdowns to purchase the Funds common shares up to the amount of their respective Capital Commitments on an as-needed basis upon the
issuance of a capital draw-down notice. At December 31, 2019 the Fund had total Capital Commitments of $397,620,551, of which 64% is unfunded. At December 31, 2018, we had total Capital Commitments of $308,504,110. The minimum Capital
Commitment of an investor is $50,000. The Adviser, however, may waive the minimum Capital Commitment at its discretion. Capital
Commitments may be drawn down by the Fund on a pro rata basis, as needed (including follow-on investments), for paying the Funds expenses, including fees under the Amended and Restated Advisory
Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities. The following table summarizes the
total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the years ended December 31, 2019, December 31, 2018 and December 31, 2017:  For the year endedDecember 31, 2019


For the year endedDecember 31, 2018


For the year endedDecember 31, 2017Quarter Ended

Shares


Amount


Shares


Amount


Shares


AmountMarch 31


2,317,068


$
23,125,308



599,421


$
6,066,799



0


$
0June 30


1,784,087


$
17,963,617



399,596


$
4,001,001



2,400


$
24,000September 30


1,795,822


$
17,967,810



1,577,979


$
15,912,791



0


$
0December 31


2,011,640


$
19,880,531



1,267,864


$
12,566,810



2,417,361


$
24,189,267Total capital drawdowns


7,908,617


$
78,937,266



3,844,860


$
38,547,401



2,419,761


$
24,213,267 Distributions The following tables reflect the distributions declared on shares of the Funds common stock during the years ended December 31, 2019
and December 31, 2018:  Date Declared


Record Date


Payment Date


Amount Per Share


Dollar Amount3/27/2019



3/27/2019



4/25/2019


$
0.15


$
1,057,2426/28/2019



6/28/2019



7/19/2019


$
0.16


$
1,690,9999/25/2019



9/26/2019



10/30/2019


$
0.13


$
1,674,92912/27/2019



12/27/2019



1/30/2020


$
0.17


$
2,119,822$
6,542,992  Date Declared


Record Date


Payment Date


Amount Per Share


Dollar Amount6/28/2018



6/28/2018



6/29/2018


$
0.25


$
759,3279/27/2018



9/27/2018



9/28/2018


$
0.12


$
625,56512/27/2018



12/27/2018



1/29/2019


$
0.18


$
911,332$
2,296,224 There were no distributions declared on shares of the Funds common stock during the year ended
December 31, 2017. Distribution Reinvestment Plan On September 26, 2017, the Fund adopted a dividend reinvestment plan, which was amended and restated on August 6, 2018 (the
DRIP). Pursuant to the DRIP (both before and after it was amended), stockholders receive dividends or other distributions in cash unless a stockholder elects to reinvest his or her dividends and other distributions. As a result of
adopting the DRIP, if the Board authorizes, and the Fund declares, a cash dividend or distribution, stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of common
stock, rather than receiving cash. The following tables summarize shares distributed pursuant to the DRIP during the years ended
December 31, 2019 and December 31, 2018 to stockholders who opted into the DRIP:  Date Declared


Record Date


Reinvestment Date


Shares


Dollar Amount3/27/2019



3/27/2019



3/29/2019



58,319


$
581,2976/28/2019



6/28/2019



6/28/2019



91,975


$
915,8049/25/2019



9/26/2019



9/30/2019



91,341


$
907,00212/27/2019



12/27/2019



12/31/2019



116,815


$
1,154,989358,450


$
3,559,092  F-29




---

##### Table of Contents

Date Declared


Record Date


Reinvestment Date


Shares


Dollar Amount6/28/2018



6/28/2018



6/29/2018



42,390


$
424,4309/27/2018



9/27/2018



9/28/2018



34,652


$
347,90812/27/2018



12/27/2018



12/31/2018



51,184


$
507,333128,226


$
1,279,671 There were no shares distributed pursuant to the DRIP during the year ended December 31, 2017. Share Repurchase Plan On March 23,
2018, the Small Business Credit Availability Act (the SBCAA) was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200%
to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On
September 26, 2018, the Funds stockholders approved the reduction of the asset coverage ratio applicable to the Fund from 200% to 150%. Pursuant to the SBCAA, on November 27, 2018, the Fund extended to its stockholders as of such
date the opportunity to sell the shares held by that stockholder as of such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained. The following table summarizes shares repurchased during the year ended December 31, 2019:  Tender Period


Payment Date


Shares


Dollar Amount


Average PricePaid Per Share(1)2/22/20193/26/2019



3/28/2019



7,331


$
72,668


$
9.915/17/20196/25/2019



6/28/2019



7,529


$
75,042


$
9.978/16/20199/25/2019



9/25/2019



8,478


$
84,413


$
9.9523,338


$
232,123  (1)
Per share price disclosed in this column is the actual price at which each share was repurchased. The following table summarizes shares repurchased during the year ended December 31, 2018:  Tender Period


Payment Date


Shares


Dollar Amount


Average PricePaid Per Share(1)11/27/201812/27/2018



12/28/2018



6,785


$
68,122


$
10.046,785


$
68,122  (1)
Per share price disclosed in this column is the actual price at which each share was repurchased. There were no shares repurchased during the year ended December 31, 2017. 8. Earnings Per Share The following
information sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2019, December 31, 2018 and December 31, 2017:  For the yearendedDecember 31,2019


For the yearendedDecember 31,2018


For the yearendedDecember 31,2017*Net increase (decrease) in net assets from operations

$
5,567,442


$
1,578,601


$
43,016Weighted average common shares outstanding

$
10,024,619


$
3,718,757


$
1,221,797Earnings per common share-basic and diluted

$
0.56


$
0.42


$
0.04  *
The Fund completed its Initial Closing and commenced operations on November 15, 2017.  F-30




---

##### Table of Contents

9. Tax Information The tax character of distributions during the years ended December 31, 2019, December 31, 2018 and December 31, 2017 was as
follows:  December 31,2019


December 31,2018


December 31,2017Distributions paid from:
Ordinary Income

$
6,505,658


$
2,296,224



$  Net Long-Term Capital Gains

$
37,334


$




$  Total Taxable Distributions

$
6,542,992


$
2,296,224



$   As of December 31, 2019, December 31, 2018 and December 31, 2017 the components of Accumulated
Earnings (Losses) on a tax basis were as follows:  December 31,2019


December 31,2018


December 31,2017Undistributed Ordinary Income  Net

$
168,243


$
48,384


$
59,669Undistributed Long-Term Income  Net

$



$
1,311


$
Total Undistributed Earnings

$
168,243


$
49,695


$
59,669Capital Loss Carryforward

$



$



$
Unrealized Earnings (Losses)  Net

$
(1,848,420
)

$
(677,969
)

$
(4,246
)Total Accumulated Earnings (Losses)Net

$
(1,680,177
)

$
(628,274
)

$
(55,423
) There is no difference between GAAP-basis and tax basis unrealized gains (losses). In order to present certain components of the Funds capital accounts on a tax-basis, certain
reclassifications have been recorded to the Funds accounts. These reclassifications have no impact on the NAV of the Fund and result primarily from the re-designation of dividends, the tax treatment of
fee income and activity from the wholly-owned taxable subsidiaries.  December 31,2019


December 31,2018


December 31,2017Paid-in capital in excess of par

$
76,353


$
(33,926
)

$
(12,407
)Accumulated undistributed net investment income

$
(654,027
)

$
(6,255
)

$
12,407Accumulated net realized gain (loss)

$
577,674


$
40,181


$
 The Fund has two wholly owned taxable subsidiaries (the Taxable Subsidiaries), each of which
holds one investment listed on the consolidated schedules of investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Funds consolidated financial statements reflect the Funds investments in
the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Fund to hold certain
portfolio companies that are organized as pass-through entities and still satisfy the RIC tax compliance requirements. The net investment income and capital gains and losses from the pass-through entities is taxed to the Taxable Subsidiaries and
does not flow through to the RIC. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax
expense as a result of their ownership of the portfolio companies. This income tax expense is reflected in the Funds consolidated statements of operations. Additionally, any net unrealized appreciation or depreciation related to portfolio investments held by the Taxable Subsidiaries is reflected
net of applicable federal and state income taxes in the Funds consolidated statements of operations, with the related deferred tax liabilities presented in the Funds consolidated statements of assets and liabilities.  F-31




---

##### Table of Contents

10. Financial Highlights Below is the schedule of financial highlights of the Fund for the years ended December 31, 2019, December 31, 2018 and
December 31, 2017:  For the yearendedDecember 31,2019


For the yearendedDecember 31,2018


For the yearendedDecember 31,2017*Per Share Data:(1)Net asset value, beginning of period

$
9.91


$
10.02


$
10.00Net investment income (loss)


0.66



0.61



0.04Net realized and unrealized gains (losses) on investments


(0.08
)


(0.17
)


(0.02
)Net increase (decrease) in net assets resulting from operations


0.58



0.44



0.02Distributions to shareholders(2)


(0.61
)


(0.55
)


0.00Net asset value, end of period

$
9.88


$
9.91


$
10.02Shares outstanding, end of period


14,627,401



6,383,672



2,417,371Total return at net asset value before incentive
fees(3)


6.29
%


4.73
%



%(4)Total return at net asset value after incentive
fees(3)


5.89
%


4.42
%


0.20
%(4)Ratio/Supplemental Data:Net assets, end of period

$
144,562,395


$
63,273,710


$
24,232,383Ratio of total expenses to weighted average net assets


16.24
%


14.78
%


20.46
%(5)Ratio of net expenses to weighted average net
assets(6)


14.33
%


8.62
%


0.89
%(5)Ratio of net investment income (loss) before waivers to weighted average net assets


4.38
%


(0.48
)%


(15.39
)%(5)Ratio of net investment income (loss) after waivers to weighted average net assets(6)


6.28
%


5.68
%


4.18
%(5)Ratio of interest and credit facility expenses to weighted average net assets


8.03
%


4.37
%


2.35
%(5)Ratio of incentive fees to weighted average net assets(7)


0.93
%


0.58
%


Portfolio turnover rate


17.83
%


24.47
%



(4)Asset coverage ratio(8)


163
%


172
%


203
% *
The Fund completed its Initial Closing and commenced operations on November 15, 2017. (1)
The per share data was derived by using the weighted average shares outstanding during the applicable period. (2)
The per share data for distributions is the actual amount of distributions paid or payable per share of common
stock outstanding during the entire period. (3)
Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming
dividends and distributions, if any, are reinvested in accordance with the Funds dividend reinvestment plan. (4)
Not annualized. (5)
Annualized, except for professional fees, directors fees, incentive fees and organizational and offering
costs. (6)
For the years ended December 31, 2019, December 31, 2018, and December 31, 2017, the Adviser
voluntarily waived a portion of their management fees, incentive fees, and collateral management fees. Additionally, the Adviser also reimbursed the Fund for operating expenses exceeding the percentage limit as per the Expense Support and
Conditional Reimbursement Agreement. The ratios include the effects of the voluntarily waived expenses of 1.58%, 0.40% and 0.88% for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 respectively. (7)
Ratio of incentive fees to weighted average net assets calculated before the voluntary waiver of incentive fees
by the Adviser. (8)
Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt
outstanding at end of period, divided by (ii) total debt outstanding at the end of the period. 11. Selected Quarterly Data
(Unaudited)  QuarterEndedMarch 31,2019


QuarterEndedJune 30,2019


QuarterEndedSeptember 30,2019


QuarterEndedDecember 31,2019Total investment income

$
3,428,832


$
5,340,801


$
5,859,037


$
7,106,197Total expenses


2,698,387



4,302,408



4,700,091



5,420,236Reimbursement payments to Adviser














107,841Waived collateral management fees






(325,809
)


(367,534
)


(463,076
)Waived management fees


(63,171
)


(67,927
)


(60,261
)


(189,342
)Waived incentive fees


(76,072
)






(56,255
)


Net expenses


2,402,726



3,649,409



4,184,166



4,875,659Net investment income before taxes


1,026,106



1,691,392



1,674,871



2,230,538Net investment income after taxes


1,026,106



1,691,392



1,674,871



2,230,538Net realized and unrealized gains (losses)


356,253



(321,200
)


(393,328
)


(697,190
)Net increase in net assets resulting from operations

$
1,382,359


$
1,370,192


$
1,281,543


$
1,533,348Net investment income per share (basic and diluted)

$
0.15


$
0.18


$
0.15


$
0.18Earnings per share (basic and diluted)

$
0.20


$
0.15


$
0.11


$
0.12Weighted average shares outstanding


6,914,873



9,360,422



11,226,276



12,522,082Distributions declared per share

$
0.15


$
0.16


$
0.13


$
0.17Net asset value per share

$
9.97


$
9.95


$
9.93


$
9.88  F-32




---

##### Table of Contents

QuarterEndedMarch 31,2018


QuarterEndedJune 30, 2018


QuarterEndedSeptember 30,2018


QuarterEndedDecember 31,2018Total investment income

$
608,490


$
998,748


$
1,584,355


$
2,535,828Total expenses


864,396



1,657,993



1,493,479



1,905,044Expense reimbursement from Adviser


(503,592
)


(1,086,482
)


(462,465
)


(254,742
)Waived management fees


(12,453
)


(24,837
)


(39,913
)


(50,659
)Waived incentive fees










(32,302
)


Net expenses


348,351



546,674



958,799



1,599,643Net investment income before taxes


260,139



452,074



625,556



936,185Excise tax expense


3











Net investment income after taxes


260,136



452,074



625,556



936,185Net realized and unrealized gains (losses)


(26,039
)


(20,132
)


25,402



(674,581
)Net increase in net assets resulting from
operations

$
234,097


$
431,942


$
650,958


$
261,604Net investment income per share (basic and diluted)

$
0.11


$
0.14


$
0.15


$
0.18Earnings per share (basic and diluted)

$
0.10


$
0.14


$
0.16


$
0.05Weighted average shares outstanding



2,424,032



3,162,502



4,168,629



5,085,673Distributions declared per share

$



$
0.25


$
0.12


$
0.18Net asset value per share

$
10.12


$
10.01


$
10.04


$
9.91 12. Subsequent Events Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the financial
statements were issued. The Fund has concluded that there are no events requiring adjustment or disclosure in the financial statements other than those described below. In January 2020, the Adviser, in its sole discretion, agreed to irrevocably waive management fees and bear certain expenses, in addition to
the waiver and reimbursement arrangements disclosed throughout the notes to the consolidated financial statements and presented on the consolidated statement of operations, to the extent necessary to limit total expenses other than the
incentive fees that are borne by stockholders, in an amount equal to $1,053,695. In February 2020, we and an affiliate of Abbott Capital
Management, LLC (Abbott) made capital contributions to, and became members of, ABPCIC Equity Holdings, LLC, a Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by
Abbott (ABPCIC Equity Holdings). ABPCIC Equity Holdings is a consolidated subsidiary of the Fund. On March 18, 2020, the
Fund delivered a capital call notice to its investors relating to the sale of its Shares for an aggregate offering price of $41,844,852. The sale is expected to close on or around April 1, 2020, as reported in the Funds Current Report on
Form 8-K filed on March 20, 2020. The recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the portfolio companies in which we make investments depends on future
developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the valuation of our investments and results of our operations.   F-33