UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-K

(Mark One)

For the fiscal year ended December 31, 20182021

OR

For the transition period from                to                

Commission file number814-01196

AB Private Credit Investors Corporation

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (212)969-1000

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

Title of each class

None

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 RegulationS-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 if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-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 7,145,85838,220,636.275 shares of common stock, $0.01 par value per share, outstanding as of March 29, 2019.31, 2022.

AB PRIVATE CREDIT INVESTORS CORPORATION

FORM10-K FOR THE YEAR ENDED DECEMBER 31, 20182021

Table of Contents

i

CERTAIN DEFINITIONS

Except as otherwise specified in this Annual Report on Form10-K (“Annual Report”), the terms “we,” “us,” “our,” and the “Fund” referterm “the Fund” refers 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, ourthe Fund, its current and prospective portfolio investments, ourits industry, ourits beliefs and opinions, and ourits 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 ourthe Fund’s 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:

Although we believethe Fund believes 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 usthe Fund that ourits plans and objectives will be achieved. These risks and uncertainties include those

described or identified in the section entitled

“Risk “Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assumethe Fund assumes no duty and dodoes 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 arethe Fund is an investment company.

PART I

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 areThe Fund is 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”). OurThe Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring ourthe Fund’s portfolio on an ongoing basis. State Street Bank and Trust Company (the “Administrator”) provides the administrative services necessary for the Fund to operate.

We haveThe Fund has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). We haveThe Fund has also elected to be treated and intendintends 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 arethe Fund is 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.”

Our investment objectiveThe Fund 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 the Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital. As of December 31, 2018, our investment portfolio totaled $137,803,133 and consisted primarily of senior debt.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). WeThe Fund will remain an emerging growth company for up to five years following ourits initial public offering, if any, although if the market value of ourits common stock that is held bynon-affiliates exceeds $700 million as of any June 30 before that time, wethe Fund would cease to be an emerging growth company as of the following December 31. For so long as we remainthe Fund remains an emerging growth company under the JOBS Act, weit will be subject to reduced public company reporting requirements.

Effects of COVID-19 on the Fund’s Results of Operations

The rapid spread of COVID-19, a novel strain of coronavirus causing respiratory illness (“COVID-19”) initially resulted in the temporary closures of many corporate offices, retail stores, and manufacturing facilities and factories around the world. Furthermore, the World Health Organization (“WHO”) declared COVID-19 a global pandemic, and the WHO and governments recommended, and in some cases, mandated, containment and mitigation measures worldwide. The COVID-19 pandemic has had a significant impact on the U.S. economy and supply chains worldwide have been interrupted, slowed or rendered inoperable, with large numbers of individuals becoming ill, subject to quarantine, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governmental mandates to control the outbreak forced the temporary shutdown of some of the Fund’s portfolio companies’ facilities for extended periods.

The Fund’s investments are largely in sectors the Adviser believes to be relatively insulated from the effects of COVID-19, including enterprise software, communications, IT infrastructure, healthcare IT, technology-enabled services and business services to name a few. Furthermore, operations and fundamentals for portfolio companies in sectors affected by COVID-19, such as energy, non-essential healthcare and non-discretionary consumer, have normalized to pre-COVID-19 levels in most instances.

The continued impact of the COVID-19 outbreak on the financial performance of the Fund’s current and future investments will depend on future developments, including the ongoing duration and containment of the virus, continued vaccinations, related advisories and restrictions, and the health of the financial markets and economy as a result of COVID-19, all of which are highly uncertain and cannot be predicted. Adverse impacts on the Fund’s investments may have a material adverse impact on the Fund’s future net investment income, the fair value of the Fund’s portfolio investments, the Fund’s financial condition and results of operations and the financial condition of the Fund’s portfolio companies.

As of December 31, 2021, the Fund was in compliance with its asset coverage requirements under the 1940 Act. In addition, the Fund was not in default of any of the covenants under the Revolving Credit Facilities (as defined below) as of December 31, 2021. However, any increase in unrealized depreciation of the Fund’s investment portfolio or further significant reductions in the Fund’s net asset value as a result of the effects of the COVID-19 pandemic or otherwise may increase the risk of breaching the relevant covenants and requirements.

The Fund will continue to monitor the rapidly evolving situation surrounding the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities, and may take additional actions based on their recommendations. Given the dynamic nature of this situation, the Fund cannot reasonably estimate the impact of COVID-19 on its financial condition, results of operations or cash flows in the future.

The Private Offering

We enterThe Fund enters into separate subscription agreements (each, a “Subscription Agreement,” and collectively, the “Subscription Agreements”) with investors providing for the private placement of ourits 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.Subscription Agreement. Investors are required to make capital contributions (“Capital Contributions”) to purchase Shares each time we deliverthe Fund delivers a capital call notice, which is issued based on ourthe Fund’s 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 aper-Share per Share price equal to the net asset value per share of our common stockShare subject to any adjustments. Pursuant to the Private Offering, ourthe Fund’s 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 ourthe Fund’s capacity to invest the additional capital inwithin 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.

WeFinancing

The Fund 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(in such capacity, the “HSBC 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 Fund amended and restated the HSBC Credit Agreement on January 31, 2019, and on July 8, 2021, the Fund terminated the HSBC Credit Agreement and all outstanding loans thereunder were repaid and all obligations thereunder were released and terminated. Concurrent with the termination of the HSBC Credit Agreement, the Fund entered into that certain Joinder and Third Amendment to Revolving Credit Agreement (the “HSBC Joinder”), with HSBC as administrative agent and a lender, and each of the parties listed thereto, pursuant to which the Fund became party to a subscription financing facility (the “2021 HSBC Credit Facility”) evidenced by the Revolving Credit Agreement, dated as of June 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “2021 HSBC Credit Agreement”), by and among AB-Abbott Private Equity Investors G.P. L.P., an affiliate of the Fund, as initial general partner, the banks and financial institutions from time to time party thereto as lenders, and HSBC as administrative agent. The Fund Group Facility Sublimit (as defined in the 2021 HSBC Credit Agreement) applicable to the Fund under the 2021 HSBC Credit Facility is $50 million. Borrowings under the 2021 HSBC Credit Facility bear interest at a rate per annum equal to (i) with respect to LIBOR Rate Loans (as defined in the 2021 HSBC Credit Agreement), Adjusted LIBOR (as defined in the 2021 HSBC Credit Agreement) for the applicable Interest Period (as defined in the 2021 HSBC Credit Agreement) and (ii) with respect to Reference Rate Loans (as defined in the 2021 HSBC Credit Agreement), the Reference Rate (as defined in the 2021 HSBC Credit Agreement) in effect from day to day. The Fund will also pay an unused commitment fee of 0.35%. As part of the 2021 HSBC Credit Facility and any other future credit facility we enterthe Fund enters into, the Fund’s right to make capital calls (“Capital Calls”) of stockholders may be pledged as collateral to a lender, which will be able to call for capital contributionsCapital 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 callsCapital Calls of stockholders may be pledged as collateral under the Revolving Credit Facilities or any other future borrowing facility.”

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.”

On September 29, 2020, the Fund entered into a sale/buy-back agreement with Macquarie US Trading LLC (“Macquarie”), and pursuant to such agreement, the Fund assigned certain assets to Macquarie, with a corresponding repurchase obligation at an agreed-upon price within 30 days after the sale date (the “Macquarie Sale/Buy-Back”). The Macquarie Sale/Buy-Back has a funding cost of 1.25 bps per day and is not subject to any additional fees.

On October 15, 2020, ABPCIC Funding II LLC, a wholly-owned subsidiary of the Fund (“ABPCIC Funding II”), entered into a revolving credit facility (the “Synovus Credit Facility”) with Synovus Bank, Specialty Finance Division (“Synovus”), as facility agent, and U.S. Bank, as collateral agent (in such capacity, the “Synovus Collateral Agent”), collateral custodian (in such capacity, the

“Synovus Collateral Custodian”) and securities intermediary (in such capacity, the “Synovus Securities Intermediary”). The Synovus Credit Facility provides for borrowings in an aggregate amount up to $150 million. Borrowings under the Synovus Credit Facility bear interest based on an annual adjusted LIBOR for the relevant interest period or the applicable replacement thereto provided, plus an applicable spread. Borrowings under the Synovus Credit Facility are secured by all of the assets held by ABPCIC Funding II.

On March 24, 2021, ABPCIC Funding III, a wholly-owned subsidiary of the Fund (“ABPCIC Funding III”), entered into a warehouse financing transaction (the “Natixis Credit Facility,” and together with the HSBC Credit Facility, the 2021 HSBC Credit Facility, and the Synovus Credit Facility, the “Revolving Credit Facilities”) with Natixis, New York Branch, as administrative agent (in such capacity, the “Natixis Administrative Agent”) and U.S. Bank, as collateral agent (in such capacity, the “Natixis Collateral Agent”), collateral administrator (in such capacity, the “Natixis Collateral Administrator”) and custodian (in such capacity, the “Natixis Custodian”). In connection with the Natixis Credit Facility, ABPCIC Funding III entered into, among other agreements, (i) the credit agreement (the “Natixis Credit Agreement”) among ABPCIC Funding III, the lenders referred to therein, the Natixis Administrative Agent, the Natixis Collateral Agent, the Natixis Collateral Administrator and the Natixis Custodian, (ii) the account control agreement (the “Natixis Account Control Agreement”) among ABPCIC Funding III, as debtor, the Natixis Collateral Agent, as secured party, and U.S. Bank National Association, as securities intermediary (in such capacity, the “Natixis Securities Intermediary”), (iii) the collateral management agreement (the “Natixis Collateral Management Agreement”), between ABPCIC Funding III and the Adviser, as collateral manager (in such capacity, the “Natixis Collateral Manager”), (iv) the collateral administration agreement (the “Natixis Collateral Administration Agreement”), among ABPCIC Funding III, the Natixis Collateral Manager and the Natixis Collateral Administrator and (v) the master loan sale and contribution agreement (the “Natixis Transfer Agreement”) between ABPCIC Funding III and the Fund. The Natixis Credit Facility provides for borrowings in an aggregate amount up to $200 million. Borrowings under the Natixis Credit Facility will bear interest based on an annual adjusted LIBOR for the relevant interest period or the applicable replacement thereto provided for in the Natixis Credit Agreement, in each case, plus an applicable spread.

General

We are a Maryland corporation, formed on February 6, 2015,The Fund is structured as an externally managed,non-diversifiedclosed-endnon-diversified closed-end management investment company. We expectThe Fund expects 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 investthe Fund invests the proceeds of the Private Offering. We areThe Fund is an “emerging growth company” under the JOBS Act. For so long as we remainthe Fund remains an emerging growth company under the JOBS Act, wethe Fund will be subject to reduced public company reporting requirements.

OurThe Fund’s investment objective is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced,directly-originated, privately-negotiated, secured, middle market loans. WeThe Fund will invest at least 80% of ourits assets in debt instruments. We intendThe Fund intends to invest in middle-market businesses based in the United States, which wethe Fund generally definedefines as having enterprise values between $50$75 million and $500 million. However, from time to time, wethe Fund may invest in larger or smaller companies. The Fund expects that the primary use of proceeds by the companies in which it invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital. As of December 31, 2021, the Fund’s investment portfolio totaled $892,580,993 and consisted primarily of senior debt.

We will seekThe Fund seeks to build the Fund’sits 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 expectThe Fund expects to continue to make investments primarily through primarydirect originations as well as secondary purchases. OurThe Fund’s 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 ourthe Fund’s views on how best to optimize risk-adjusted returns. WeThe Fund will also consider unsecured mezzanine debt, structured preferred stock, andnon-control equityco-investment opportunities, typically alongside a leading middle market financial sponsor and/or in partnership with a strong management group. We expect ourThe Fund expects its loans will generally carry contractual maturities between four and six years.

We pursueThe Fund pursues opportunities across a broad range of sectors, including but not limited to, the following end markets: Alarm Monitoring; Communicationsalarm monitoring; communications and IT Infrastructure; Energy; Enterprise Softwareinfrastructure; energy; enterprise software (includingSoftware-as-a-Service)software-as-a-service); Equipment Finance; Financial Technology / Transaction Processing; Franchisors, Franchisees,equipment finance; financial technology/transaction processing; franchisors, franchisees, and Restaurants; Healthcarerestaurants; healthcare and Healthcarehealthcare IT;Non-discretionarynon-discretionary Consumerconsumer (including certain Multi-site Retailers)multi-site retailers); Specialized, Value-Added Manufacturing; Specialty Finance; Technology-Enabled Services; Transportationspecialized, value-added manufacturing; specialty finance; technology-enabled services; transportation and Logistics; Consumerlogistics; consumer Non-Cyclical;non-cyclical; Business Services;business services; and Education.education.

The Board of Directors

OurThe Fund’s 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 termterms of ourthe Fund’s Class III director will expire in 2019,2022, and if reelected by ourthe Fund’s stockholders, the Fund’s Class III director will serve a new term to expire at the 20222025 annual meeting of stockholders; the terms of ourthe Fund’s Class III directors will expire at the 20202024 annual meeting of stockholders; and the terms of ourthe Fund’s Class III directors

will expire at the 20212023 annual meeting of stockholders. See “Part III,Item 10 — Directors, Executive Officers and Corporate Governance.” The Board elects ourthe Fund’s officers, who serve at the discretion of the Board. The responsibilities of the Board include quarterly determinations of fair value of ourthe Fund’s assets, corporate governance activities, oversight of ourthe Fund’s financing arrangements and oversight of ourthe Fund’s investment activities.

About Ourthe Fund’s Investment Adviser

OurThe Fund’s investment activities are managed by ourits external investment adviser, AB Private Credit Investors LLC. We benefitThe Fund benefits 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 $516$779 billion in assets under management as of December 31, 2018,2021, 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 ourthe Fund’s investment efforts in private middle market corporate credit.

Investment Advisory Agreement

On July 27, 2017, weNovember 13, 2019, the Fund entered into the investmentan advisory agreement with the Adviser (the(as amended, the “Advisory Agreement”), pursuant. The Advisory Agreement was amended and restated on March 24, 2022, as more totally described in “Note 11. Subsequent Events.”

Pursuant to whichthe Advisory Agreement, the Fund will paypays the Adviser, quarterly in arrears, a fee for investment advisory and management services consisting of two components—components – a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee willis ultimately be borne by our stockholders.the stockholders of the Fund. In addition, under the Advisory Agreement and to the extent permitted by applicable law and in the discretion of the Board, the Fund indemnifies the Adviser and certain of its affiliates. See “Risk Factors —Risks Related to the Fund’s Business and Structure — There are significant potential conflicts of interest which could impact the Fund’s investment returns; — The Fund’s incentive fee may induce the Adviser to pursue speculative investments and to use leverage when it may be unwise to do so; — The compensation the Fund 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 the Fund than if such terms had been the subject of arm’s-length negotiations; — The Fund may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in the Fund.”

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 will beis 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 assets,and cash equivalents, during such fiscal quarter. The average outstanding assets will beis 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 will beis calculated and paid quarterly in arrears, but will be amortizedis 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.

As further described in “Note 11. Subsequent Events,” the base management fee was reduced from 1.50% to 1.375% on March 24, 2022 in connection with the amendment and restatement of the Advisory Agreement. In addition, the Adviser agreed to voluntarily reduce the base management fee from 1.50% to 1.375% effective as of January 1, 2022 through March 24, 2022.

Incentive Fee

The incentive fee, which provides the Adviser with a share of the income that the Adviser generates for us,the Fund, 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.

Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on ourthe 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.Pre-incentive Fee Net Investment Income 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 receivethe Fund receives from portfolio companies) that we accruethe Fund accrues during the fiscal quarter, minus ourthe Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we havethe Fund has 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”).Pre-incentive Fee Net Investment Income 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 andzero-coupon securities), accrued income that we havethe Fund has not yet received in cash. OurThe Adviser is not under any obligation to reimburse usthe Fund for any part of the income-based incentive fees it received that was based on accrued interest that wethe Fund never actually received. See “Risk Factors — Risks Relating to OurThe Fund’s Business — There are significant potential conflicts of interest which could impact ourthe Fund’s investment returns” and “Risk Factors—Factors — Risks Relating to Our Business—The Fund’s 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.”

Pre-incentive Fee Net Investment IncomePIFNII 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 wethe Fund may accrue such fees in a quarter where we incurthe Fund incurs a net loss. For example, if we receivePre-Incentive Fee Net Investment Incomethe Fund receives PIFNII in excess of the hurdle rate (as defined below) for a quarter, wethe Fund will accrue the applicable income-based incentive fee even if we haveit 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.

Pre-incentive Fee Net Investment Income,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) atas of the endfirst day of each month during the course of the immediately preceding fiscalcalendar 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

We pay ourThe Fund pays the Adviser an income-based incentive fee with respect toPre-incentive Fee Net Investment Income PIFNII in each calendar quarter as follows:

Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at the end of each fiscal year as 20% of ourthe Fund’s aggregate cumulative realized capital gains from the date of ourthe 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 amount of any previously paid capital gain incentive fees. For the foregoing purpose, ourthe Fund’s “aggregate cumulative realized capital gains” will not include any unrealized appreciation. For accounting purposes only, we arethe Fund is 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 Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. The accrual of this theoreticalhypothetical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a theoreticalhypothetical capital gains incentive fee that would be payable to the Investment 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 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 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.

WeThe 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 periodperiods ending on or prior to the date such payment is to be made, the sum of (a) thePre-incentive Fee Net Investment Income, PIFNII, (b) the realized capital gain/gain / loss and (c) unrealized capital appreciation/depreciation, expressed as a rate of return on the value of ourthe Fund’s 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 Advisory Agreement.

Examples of Quarterly Incentive Fee Calculations

Example 1—Income Based Fee⁽¹⁾:

Assumptions

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%

Alternative 1

Additional Assumptions

(investment income -– (management fee + other expenses)) = 0.65%

Pre-incentive fee net investment incomePIFNII does not exceed the hurdle rate, therefore there is no income based fee.

Alternative 2

Additional Assumptions

(investment income -– (management fee + other expenses)) = 1.60%

Pre-incentive Fee Net Investment IncomePIFNII exceeds 6% Hurdle Rate, therefore there is an income based incentive fee.

Alternative 3

Additional Assumptions

(investment income –— (management fee + other expenses)) = 1.80%

Pre-incentive Fee Net Investment IncomePIFNII exceeds 6% Hurdle Rate and 6%Catch-up Cap, but is less than the 7% Hurdle Rate. See detailed formula in Alternative 2.

Alternative 4

Additional Assumptions

(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.

Alternative 5

Additional Assumptions

(investment income – (management fee + other expenses)) = 2.20%

Pre-incentive Fee Net Investment IncomePIFNII exceeds 7%Catch-up Cap, but is less than the 8% Hurdle Rate. See detailed formula in Alternative 2.

Alternative 6

Additional Assumptions

(investment income – (management fee + other expenses)) = 2.40%

Pre-incentive Fee Net Investment IncomePIFNII exceeds 8% Hurdle Rate, but is less than the 8%Catch-up Cap. See detailed formula in Alternative 2.

Alternative 7

Additional Assumptions

(investment income – (management fee + other expenses)) = 2.60%

Pre-incentive Fee Net Investment IncomePIFNII exceeds 8% Hurdle Rate, but is less than the 8%Catch-up Cap. See detailed formula in Alternative 2.

Example 2—Capital Gains Incentive Fee:

Alternative 1:

Assumptions

The capital gains incentive fee, if any, would be:

Alternative 2

Assumptions

The capital gains incentive fee, if any, would be:

Example 3—Deferral of Cash Payment of Incentive Fees:

Assumptions

Most recent four full fiscal quarter period ending Year 2, Quarter 4:

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

Payment of Ourthe Fund’s Expenses

All professionals of the Adviser and/or the Administrator, while engaged in providing investment advisory and management services to us,the Fund, and the compensation and routine overhead expenses of personnel allocable to these services to us,the Fund, will be provided and paid for by the Adviser and not by us. Wethe Fund. The Fund will pay all organizational expenses, operating expenses and other expenses incurred by the Adviser related to the Fund and the execution of ourthe Fund’s investment strategy, including, without limitation, those relating to:

Duration and Termination

Unless terminated earlier as described below, the 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 ourthe Board or (B) by the affirmative vote of the holders of a majority of ourthe Fund’s outstanding voting securities and (ii) by a majority of ourthe Fund’s Independent Directors. The 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 ourthe Fund’s outstanding voting securities may also terminate the Advisory Agreement without penalty upon 60 days’ written notice. See “Risk Factors — Risks Related to ourthe Fund’s Business and Structure —the Adviser and the Administrator have the right to resign on 60 days’ notice, and wethe Fund may not be able to find a suitable replacement for either within that time, or at all, resulting in a disruption in ourthe Fund’s operations that could adversely affect ourits financial condition, business and results of operations.”

The 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 Advisory Agreement, the Adviser and its professionals and any other person or entity affiliated with it are entitled to indemnification from usthe Fund for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Advisory Agreement or otherwise as ourthe Fund’s investment adviser.

Deferral of Incentive Fees in Certain Instances

The terms of the Advisory Agreement provide that wethe 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 periodperiods ending on or prior to the date such payment is to be made the sum of (a) thePre-incentive Fee Net Investment Income, PIFNII, (b) the realized capital gain/loss and (c) the unrealized capital appreciation/depreciation, expressed as a rate of return on the value of ourthe Fund’s 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 Advisory Agreement. In February 2020, the Fund 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.

Expense Support and Conditional Reimbursement Agreement

On September 29, 2017, wethe Fund 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 ourthe Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse usthe Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”), and we havethe 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 usthe 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 usthe 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 ourthe 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 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 usthe Fund 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) ourthe 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 a365-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 ourthe 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 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, 2018,2021, the amount of Expense Payments provided by the Adviser since inception is $4,336,826. Management believes that Reimbursement Payments by the Fund to the Adviser were not probable under the terms of the Expense Support Agreement as of December 31, 2018, and therefore have not been accrued.$4,874,139. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:

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, ourthe Fund’s 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 arethe Fund is required to maintain and preparing reports to ourits stockholders and reports filed with the SEC. In addition, the Administrator will assist usthe Fund in determining and publishing ourits net asset value, overseeing the preparation and filing of ourthe Fund’s tax returns and the printing and dissemination of reports to ourthe Fund’s stockholders, and generally overseeing the payment of ourthe Fund’s expenses and the performance of administrative and professional services rendered to usthe Fund 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 ourthe Fund’s Chief Financial Officer and Chief Compliance Officer and other staff of the Adviser providing administrative services to the Fund as well as ourthe Fund’s allocable portion of overhead expenses. In accordance with the terms of the Administration Agreement and the Expense Reimbursement Agreement, we expectthe Fund expects that overhead and other administrative expenses will be generally allocated between usthe Fund and the Adviser by reference to the relative time spent by personnel in performing administrative and similar functions on ourthe Fund’s 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���sAdviser’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 usthe Fund 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.

HSBC Credit FacilityCompetition

On November 15, 2017, we entered into 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 commitment under the HSBC Credit Facility is $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 December 31, 2018, the Fund has increased the Maximum Commitment to $125 million. 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. So long as no request for borrowing is outstanding, the Fund may terminate 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. The HSBC Credit Facility contains certain customary covenants and events of default, with customary cure and notice provisions. As of December 31, 2018, the Fund is in compliance with these covenants. The Fund’s obligations under the HSBC Credit Facility are secured by the Capital Commitments and capital contributions to the Fund.

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. ManySome of ourthe Fund’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do.the Fund does. For example, we believethe Fund believes some competitors may have access to funding sources that are not available to us.the Fund. In addition, some of ourthe Fund’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.in areas that differ from the Fund’s. Furthermore, many of ourthe Fund’s competitors are not subject to the regulatory restrictions that the 1940 Act imposes on usthe Fund as a BDC or to the source of income, asset diversification, distribution and other requirements wethe Fund must satisfy to maintain ourits qualification as a RIC.

Notwithstanding these risks, we believethe Fund believes 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 usthe Fund with market-leading competencies in the private corporate credit sector. We believeThe Fund believes the Adviser has developed abest-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 viewthe Fund views the Adviser as being differentiated by its focus on what we believethe Fund believes 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 believeThe Fund believes 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 believethe Fund believes 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 haveprovide 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 believeThe Fund believes that the Adviser is highly selective and focuses on pursuing companies that we believethe Fund believes exhibit strong underlying business models and durable intrinsic value.

We believeThe Fund believes the Adviser’s qualifications, experience, and track record of success will render usthe Fund competitive in the BDC marketplace.

For additional information concerning the competitive risks we face,the Fund faces, see “Risk Factors — Risks Related to OurThe Fund’s Business and Structure — WeThe Fund may face increasing competition for investment opportunities.”

Managerial Assistance

As a BDC, wethe Fund will offer, and must provide upon request, managerial assistance to ourits portfolio companies. This assistance could involve, among other things, monitoring the operations of ourthe Fund’s portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. WeThe Fund may also receive fees for these services. The Adviser will provide, or arrange for the provision of, such managerial assistance on ourthe Fund’s behalf to portfolio companies that request this assistance, subject to reimbursement of any fees or expenses incurred on ourthe Fund’s behalf by the Adviser in accordance with the Advisory Agreement.

Dividend Reinvestment Plan

On September 26, 2017, wethe Fund adopted a dividend reinvestment plan, which was amended and restated on August 6, 2018 and November 11, 2021 (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 ourthe Board authorizes, and we declare,the Fund declares, a cash dividend or distribution, ourthe Fund’s stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of our common stock,Shares, 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 stockShares 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 daysSeptember 30 of the year prior to the record date fixed by the Board for the first distribution for which such stockholder wishes itsthe new election to taketakes 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,Shares, 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 usthe Fund 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 werethe Fund was to issue new sharesShares that are trading at or above net asset value, in which case, the stockholder’s basis in the new sharesShares 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 sharesShares 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 doThe Fund does not currently have any employees and do not expect to have any employees. Services necessary for ourthe Fund’s business will be provided by individuals who are employees of the Administrator, the Adviser or its affiliates, pursuant to the terms of the Advisory Agreement, the Administration Agreement and the Expense Reimbursement Agreement. Each of ourthe Fund’s executive officers described under “Directors, Executive Officers and Corporate Governance” is an employee of the Adviser or its affiliates. OurThe Fund’s day-to-day investment operations are managed by the Adviser. The services necessary for the origination and administration of ourthe Fund’s 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 ourthe Fund’s investments. In addition, wethe Fund 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 ourthe Fund’s Sarbanes-Oxley internal control assessment. See “Business — General — Investment Advisory Agreement; Administration Agreement.”

The Fund’s 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 additional investment and administrative professionals in the future to provide services to us,the Fund, based upon ourthe Fund’s needs. See “Business — General — Investment Advisory Agreement; Administration Agreement.”

Financial Information about Industry Segments and Geographic Areas

OurThe Fund’s primary objectives include investing in and originating a portfolio of loans, bonds and equity investments to commercial businesses located throughout the United States. WeThe Fund presently dodoes not evaluate ourits investments by industry segment but rather, we reviewthe Fund reviews performance on an individual basis. Accordingly, we dothe Fund does 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 usthe Fund and to an investment in shares of our common stock.Shares. 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 Form10-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 usthe Fund and ourits 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 stockShares 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 individualnon-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 ourthe Fund’s stockholders hold their shares of our common stockShares 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 IRSInternal Revenue Service (“IRS”) regarding any matter discussed herein.

A “U.S. stockholder” is a beneficial owner of shares of our common stockShares that is for U.S. federal income tax purposes:

A“non-U.S. stockholder” means a beneficial owner of shares of our common stockShares 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,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 stockShares should consult its own tax advisers regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of sharesShares by the partnership.

Taxation of the Fund

We haveThe Fund has elected to be treated and intend to qualify each year as a RIC under Subchapter M of the Code. As a RIC, wethe Fund generally will not be required to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that wethe Fund timely distributedistributes to ourits stockholders as dividends.

To qualify as a RIC, wethe Fund must, among other things:

As a RIC, wethe Fund generally will not be subject to U.S. federal income tax on net income andnet-realized net realized capital gains that we distributethe Fund distributes to stockholders in any taxable year with respect to which we distributethe Fund distributes an amount equal to at least 90% of the sum of ourthe Fund’s (i) investment company taxable income (i.e., ourthe Fund’s taxable ordinary income, which includes, among other items, dividends, and interest, plus the excess (if any) of ourthe Fund’s 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) nettax-exempt interest income (which is the excess of ourthe Fund’s grosstax-exempt interest income over certain disallowed deductions), or the “Annual Distribution Requirement.” We intendThe Fund intends to timely distribute all or substantially all of ourthe Fund’s investment company taxable income in order to satisfy the Annual Distribution Requirement. Generally, if we failthe Fund fails to meet this Annual Distribution Requirement for any taxable year, wethe Fund 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 ourthe Fund’s net income and net realized capital gains regardless of any distributions made to stockholders. To the extent we meetthe Fund meets the Annual Distribution Requirement for a taxable year, but retain ourretains the its net capital gains (i.e., ourthe Fund’s net realized long-term capital gains in excess of net realized short-term capital losses) for investment or any investment company taxable income, wethe Fund will be subject to U.S. federal income tax on such retained capital gains and investment company taxable income. WeThe Fund may choose to retain ourthe Fund’s net capital gains for investment or any investment company taxable income, and pay the associated U.S. federal corporate income tax.

If we qualifythe Fund qualifies as a RIC and meetmeets the Annual Distribution Requirement, wethe Fund will be subject to a nondeductible 4% U.S. federal excise tax on undistributed income, unless wethe Fund timely distributedistributes (or areis deemed to have timely distributed) each calendar year an amount equal to the sum of:

While we intendthe Fund intends to make sufficient distributions to satisfy the Annual Distribution Requirement as discussed above, wethe Fund may choose to defer certain distributions of net income or net realized capital gains. If we dothe Fund does so, weit will be subject to this 4% U.S. federal excise tax only on the amount by which we doit does not meet the foregoing distribution requirement.

We areThe Fund is authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we arethe Fund is not permitted to make distributions to ourits stockholders while any senior securities are outstanding unless we meetthe Fund meets the applicable asset coverage ratios. See “Business — Regulation as a Business Development Company—Senior Securities.” Moreover, ourthe Fund’s ability to dispose of assets to meet ourits distribution requirements may be limited by (1) the illiquid nature of ourthe Fund’s portfolio and/or (2) other requirements relating to ourthe Fund’s status as a RIC, including the Diversification Tests. If we disposethe Fund disposes of assets in order to meet the Annual Distribution Requirement or to avoid the 4% U.S. federal excise tax, wethe Fund may make such dispositions at times that, from an

investment standpoint, are not advantageous. For example, wethe Fund 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 ourthe Fund’s distributions requirements, wethe Fund may believe that it would be better from an investment standpoint to retain such assets until they maturedmature or market conditions improved.improve.

A RIC is limited in its ability to deduct expenses in excess of its “investmentinvestment company taxable income” (which is, generally, ordinary income plusincome. If the excess of net short-term capital gains over net long-term capital losses). If ourFund’s expenses in a given year exceed investment company taxable income, wethe Fund 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, wethe Fund may, for tax purposes, have aggregate taxable income for several years that we arethe Fund is required to distribute and that is taxable to ourits stockholders even if such income is greater than the aggregate net income wethe Fund actually earned during those years. Such required distributions may be made from ourthe Fund’s cash assets or by liquidation of investments, if necessary. WeThe Fund may realize gains or losses from such liquidations. In the event we realizethe Fund realizes 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 haveThe Fund has elected to be treated as a RIC with respect to our taxable year ending in 2018.for U.S. federal income tax purposes. To the extent that we havethe Fund has net taxable income prior to ourits qualification as a RIC, wethe Fund will be subject to U.S. federal income tax on such income at regular corporate rates. In addition, wethe Fund 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 ourthe Fund’s stockholders as ordinary dividend income to the extent of ourthe Fund’s 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 ourthe Fund’s 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, wethe Fund would be required to distribute all of ourits previously undistributed earnings attributable to any period prior to usthe Fund becoming a RIC by the end of the first year that we intendthe Fund intends to qualify as a RIC. To the extent that we havethe Fund has any netbuilt-in gains in ourits 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 wethe Fund had been liquidated) as of the beginning of the first year that we qualifythe Fund qualifies as a RIC, wethe Fund would be subject to a corporate-level U.S. federal income tax on suchbuilt-in gains when recognized over the next five years. Alternatively, wethe Fund may choose to recognize suchbuilt-in gains immediately prior to ourits qualification as a RIC.

If we havethe Fund has previously qualified as a RIC, but wereis subsequently unable to qualify for treatment as a RIC, and certain cure provisions are not applicable, wethe Fund would be subject to tax on all of ourits taxable income (including net capital gains) at regular corporate rates for any year in which we failthe Fund fails to qualify as a RIC. WeThe Fund 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 ourthe Fund’s stockholders as ordinary dividend income to the extent of ourits 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 ourthe Fund’s 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, wethe Fund would be required to distribute all of ourits previously undistributed earnings attributable to the period wethe Fund failed to qualify as a RIC by the end of the first year that we intendthe Fund intends to requalify as a RIC. If we failthe Fund fails to requalify as a RIC for a period greater than two taxable years, wethe Fund may be subject to regular corporate tax on any netbuilt-in gains with respect to certain of ourits 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 wethe Fund had been liquidated) that we electthe Fund elects to recognize on requalification or when recognized over the next five years.

The remainder of this discussion assumes that we qualifythe Fund qualifies as a RIC for each future taxable year.

Fund Investments

Certain of ourthe Fund’s 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 usthe Fund 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 ourThe Fund monitors its 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 usthe Fund as a RIC but there can be no assurance that wethe Fund will be successful in this regard.

Debt Instruments.In certain circumstances, wethe Fund may be required to recognize taxable income prior to when we receiveit receives cash. For example, if we holdthe Fund holds debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments with anend-of-term payment and/or apayment-in-kind (“PIK”) interest payment or, in certain cases, increasing interest rates or issued with warrants), wethe Fund 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 usthe Fund in the same taxable year. Because any original issue discount accrued will be included in ourthe Fund’s investment company taxable income for the year of accrual, wethe Fund may be required to make a distribution to ourits stockholders in order to satisfy the Annual Distribution Requirement and to avoid the 4% U.S. federal excise tax, even though wethe Fund will not have received any corresponding cash amount.

Warrants.Gain or loss realized by usthe Fund from the sale or exchange of warrants acquired by usthe Fund 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 wethe Fund held a particular warrant and on the nature of the disposition transaction.

Foreign Investments.Although investing in foreign investments will not be ourthe Fund’s primary investment objective, we arethe Fund is authorized to make foreign investments. In the event we investthe Fund invests in foreign securities, wethe Fund may be subject to withholding and other foreign taxes with respect to those securities. We doThe Fund does not expect to satisfy the requirement to pass through to ourits stockholders their share of the foreign taxes paid by us.the Fund.

If we investthe Fund invests 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,” wethe Fund 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 wethe Fund 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, wethe Fund 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 makethe Fund makes a QEF election, wethe Fund would not be subject to the penalty tax, but any increases in the earnings and profits of the PFIC would be includable in ourthe Fund’s taxable income even if the PFIC makes no distributions. If we make the Fund makes the mark-to-market election, wethe Fund would recognize ordinary income or loss each year on amark-to-market basis based on changes in the value of the PFIC stock. If we dothe Fund does invest in a PFIC, no assurances can be given that wethe Fund will be eligible to or will make a QEF election or amark-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 accruethe Fund accrues income or other receivables or accrueaccrues expenses or other liabilities denominated in a foreign currency and the time wethe Fund actually collectcollects 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 ourthe Fund’s investment company taxable income to be distributed to ourits stockholders as ordinary income.

Taxation of U.S. Stockholders

Distributions by usthe Fund generally are taxable to U.S. stockholders as ordinary income or long-term capital gains. Distributions of our “investmentthe Fund’s investment company taxable income” (which is, generally, our net ordinary income plus net short-term capital gains in excess of net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of ourthe Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares of our common stock.Shares. To the extent such distributions paid by usthe Fund tonon-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 usthe Fund will generally not be attributable to dividends and, therefore, generally will not qualify for the 20% maximum U.S. federal tax rate.

Distributions of ourthe Fund’s net capital gain (which is generally ourthe Fund’s realized net long-term capital gains in excess of realized net short- term capital losses) properly reported by usthe Fund 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 ourthe Fund’s 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 stockShares 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 sharesShares received equal to such amount. Stockholders receiving dividends in newly issued shares of our common stockShares will be treated as receiving a distribution equal to the value of the sharesShares received, and should have a cost basis of such amount.

Although wethe Fund currently intendintends to timely distribute any net long-term capital gains in order to eliminate ourits liability for U.S. federal corporate income tax on such gains, wethe Fund may in the future decide to retain some or all of ourits net long-term capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, wethe Fund 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 Fund. 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 expectthe Fund expects to pay tax on any retained capital gains at ourthe Fund’s 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 wethe Fund paid. In order to utilize the deemed distribution approach, wethe Fund must provide written notice to ourits stockholders prior to the expiration of 60 days after the close of the relevant taxable year. WeThe Fund cannot treat any of ourits investment company taxable income as a “deemed distribution.”

WeThe Fund 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, wethe Fund 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 makethe Fund makes 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 paythe Fund pays 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 usthe Fund and received by you on December 31 of the year in which the dividend was declared. If a stockholder purchases shares of our stockShares shortly before the record date of a distribution, the price of the sharesShares 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 stockShares registered in its own name, the U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common stockShares if the U.S. stockholder opts in to ourthe Fund’s 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 sharesShares purchased through the plan equal to the amount of the reinvested distribution. The additional sharesShares will have a new holding period commencing on the day following the day on which the sharesShares 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 stockShares in an amount equal to the difference between the U.S. stockholder’s adjusted basis in the sharesShares 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 stockShares will result in capital gain or loss to a U.S. stockholder, and will be a long-term capital gain or loss if the sharesShares 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 stockShares 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 stockShares will be disallowed as a deduction if the U.S. stockholder acquires additional shares of our common stockShares (whether through the automatic reinvestment of dividends or otherwise) within a61-day period beginning 30 days before and ending 30 days after the date that the sharesShares are disposed. In this case, the basis of the sharesShares 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 sharesShares of $2 million or more for anon-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 areThe Fund is required in certain circumstances to backup withhold on taxable dividends or distributions paid tonon-corporate U.S. stockholders who do not furnish usthe Fund 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.

Limitation on Deduction for Certain Expenses.For any period that we dothe Fund does 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 ourthe Fund’s expenses. A “publicly offered regulated investment company” is a RIC whose sharesShares 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 anticipateThe Fund anticipates that weit will not qualify as a publicly offered RIC immediately after the Private Offering; wethe Fund may qualify as a publicly offered RIC for future taxable years. If we arethe Fund is not a publicly offered RIC for any period, anon-corporate stockholder’s allocable portion of ourthe Fund’s affected expenses, including ourthe Fund’s 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. Fornon-corporate stockholders, including individuals, trusts, and estates, significant limitations generally apply to the deductibility of certain expenses of anon-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 ofTax-Exempt U.S. Stockholders.A U.S. stockholder that is atax-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 atax-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, atax-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 atax-exempt U.S. stockholder. Therefore, atax-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 betweentax-exempt investors andnon-qualifying investments. In the event that any such proposals were to be adopted and applied to BDCs, the treatment of dividends payable totax-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 atax-exempt U.S. stockholder recognizing income that would be treated as UBTI.

Taxation ofNon-U.S. Stockholders

The following discussion only applies tonon-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 suchnon-U.S. stockholderinvestors of acquiring, holding, and disposing of Shares. Whether an investment in Shares is appropriate for anon-U.S. stockholder will depend upon that person’s particular circumstances. The tax consequences tonon-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. stockholdersinvestors should consult their own tax advisers before investing in shares of our common stock.Shares.

Actual and Deemed Distributions; Dispositions.Distributions tonon-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 ourthe Fund’s 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 ourthe Fund’s 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 ourthe Fund’s net capital gains properly reported as capital gain dividends. We anticipateThe Fund anticipates that a significant portion of ourits distributions will be eligible for one of these exceptions from withholding. No certainty can be provided, however, that all of ourthe Fund’s distributions will be eligible for such exceptions and wethe Fund cannot provide any certainty as to what percentage of ourits distributions (if any) that would not be eligible for such exceptions. Moreover, in the case of sharesShares held through an intermediary, the intermediary may withhold amounts even if wethe Fund reported all or a portion of ourits distribution as exempt from U.S. federal withholding tax.

If we distributethe Fund distributes net capital gains in the form of deemed rather than actual distributions, anon-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 paythe Fund pays on the capital gains deemed to have been distributed. In order to obtain the refund, thenon-U.S. stockholder must obtain a U.S. taxpayer identification number and file a federal income tax return even if thenon-U.S. stockholder is not otherwise required to obtain a U.S. taxpayer identification number or file a federal income tax return.

Gain from the Sale or Redemption of Shares. Gains realized by anon-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 anon-U.S. stockholder owns shares of common stockShares registered in its own name, thenon-U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common stockShares if it opts in to the dividend reinvestment plan by delivering a written notice to the Adviser or ourthe Fund’s dividend paying agent, as applicable, in accordance with the terms of the dividend reinvestment plan. If the distribution is a distribution of ourthe Fund’s investment company taxable income, and is not reported by usthe Fund as a short-term capital gains dividend or interest-related dividend, the amount distributed (to the extent of ourthe Fund’s 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 netafter-tax amount will be reinvested in common shares.Shares. Thenon-U.S. stockholder will have an adjusted basis in the additional common sharesShares purchased through the plan equal to the amount reinvested. The additional sharesShares will have a new holding period commencing on the day following the day on which the sharesShares are credited to thenon-U.S. stockholder’s account.

Backup Withholding.Anon-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 thenon-U.S. stockholder provides usthe Fund or the dividend paying agent with an IRS FormW-8BEN, IRS FormW-8BEN-E (or an acceptable substitute form). Backup withholding is not an additional tax. Any amounts withheld from payments made to anon-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 anon-U.S. stockholder and the status of the intermediaries through which they hold their shares,Shares, non-U.S. stockholders could be subject to this 30% withholding tax with respect to distributions on their sharesShares and proceeds from the sale of their shares.Shares. Under certain circumstances, anon-U.S. stockholder might be eligible for refunds or credits of such taxes. U.S. stockholders that hold their sharesShares through foreign intermediaries could also be subject to this 30% withholding tax with respect to distributions on their sharesShares and proceeds from the sale of their shares.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 PossibleSpin-Off or Liquidating Share Class

We intendBeginning with the first quarter of 2021, the Fund offered liquidity to investors through the commencement of a self-tender program. Notwithstanding such program, the Fund may apply for exemptive relief from the SEC which, if granted, would provide aan additional 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 BDCSpin-Off.” Upon execution of the New BDCSpin-Off, investors owning shares of the New BDC will be released from any further obligation to purchase additional Fund 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.

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 beif made, after the third anniversary of the initial closing of the Fund’s private placement, and every year thereafter.² This offer willwould 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., 20202022 Series, 20212023 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,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 sharesShares 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 theSpin-off or Liquidating Share Class is granted by the SEC, wethe Fund will determine the tax consequences of such transaction to our Liquidating Investorsits liquidating stockholders and the Fund at that time and such tax consequences will be disclosed in a subsequent disclosure.

In the event we offerthe Fund offers stockholders the option to elect to either (i) retain their ownership of ourthe Shares or (ii) exchange their Shares for shares of common stock in the New BDC, wethe Fund will determine the tax consequences of such transaction to ourits 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, ourthe Fund’s 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 aclosed-end fund that elects to be treated as a business development company under the 1940 Act. As a BDC, we havethe Fund has 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 werethe Fund was to lose ourits status as a BDC, weit would be subject to more onerous requirements under the 1940 Act applicable tonon-BDCclosed-endnon-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 wethe Fund may not change the nature of ourits business so as to cease to be, or withdraw ourits 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 doThe Fund does not anticipate any substantial change in the nature of ourits business.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of ourthe Fund’s directors must be persons who are not “interested persons,” as that term is defined in the 1940 Act. Additionally, we arethe Fund is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we arethe Fund is prohibited from protecting any director or officer against any liability to usthe Fund or ourits stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we arethe Fund is 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 ourthe Fund’s gross assets (less all liabilities and indebtedness not represented by senior securities) to ourthe Fund’s 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 ourthe Fund’s 2018 annual meeting of stockholders. On September 26, 2018, at ourthe Fund’s 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 arethe Fund is permitted to incur. See “Risk Factors — Risks Related to OurThe Fund’s Business and Structure — The SBCAA allows usthe Fund to incur additional leverage, which may increase the risk of investing with us.the Fund.” We are

The Fund is prohibited under the 1940 Act from knowingly participating in certain transactions with ourits affiliates without the prior approval of ourthe Independent Directors and, in some cases, prior approval by the SEC. We doThe Fund does 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, wethe Fund generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of ourits total assets in the securities of one investment company or invest more than 10% of the value of ourits total assets in the securities of investment companies in the aggregate. SEC rules permit BDCs to exceed these limits subject to certain conditions. The portion of ourthe Fund’s portfolio invested in securities issued by investment companies ordinarily will subject ourthe Fund’s stockholders to additional expenses. OurThe Fund’s investment portfolio is also subject to diversification requirements by virtue of ourits intention to qualify as a RIC for U.S. tax purposes.

We areThe Fund is generally not able to issue and sell ourits common stock at a price below net asset value per share. See “Risk Factors — Risks Related to Ourthe Fund’s Business and Structure — Regulations governing ourthe Fund’s operation as a BDC affect ourthe Fund’s ability to raise additional capital and the way in which we doit does so. As a BDC, the necessity of raising additional capital may expose usthe Fund to risks, including the typical risks associated with leverage.” WeThe Fund may, however, sell ourits common stock, or warrants, options or rights to acquire ourits common stock, at a price below the then-current net asset value of ourits common stock if ourthe Board determines that such sale is in ourthe Fund’s best interests and the best interests of ourits stockholders, and ourits stockholders approve such sale. In addition, wethe Fund may issue new shares of our common stockShares 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 arethe Fund is limited in ourits ability to invest in any portfolio company of a fund which the Adviser manages or in which ourthe Fund’s affiliates currently is investing, or to make anyco-investments with the Adviser or such of its affiliates without an exemptive order from the SEC, subject to certain exceptions.

We areThe Fund is subject to periodic examination by the SEC for compliance with the 1940 Act.

As a BDC, we arethe Fund is subject to certain risks and uncertainties. See “Risk Factors—Risks Related to Ourthe Fund’s 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 ourthe Fund’s business are the following:

If at any time less than 70% of ourthe Fund’s gross assets are comprised of qualifying assets, including as a result of an increase in the value of anynon-qualifying assets or decrease in the value of any qualifying assets, wethe Fund would generally not be permitted to acquire any additionalnon-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 othernon-investment assets necessary and appropriate to its operations as a BDC, until such time as 70% of ourthe Fund’s then current gross assets were comprised of qualifying assets. WeThe Fund would not be required, however, to dispose of anynon-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, ourthe Fund’s 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 referthe Fund refers to, collectively, as temporary investments, so that 70% of ourthe Fund’s assets are qualifying assets. While it is unlikely, wethe Fund 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,the Fund, 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 ourthe Fund’s assets that may be invested in such repurchase agreements. However, if more than 25% of ourthe Fund’s gross assets constitute repurchase agreements from a single counterparty, wethe Fund would generally not meet the diversification tests in order to qualify as a RIC for federal income tax purposes. Thus, we dothe Fund does 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 enterthe Fund enters into repurchase agreement transactions.

Senior Securities

We areThe Fund is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to ourthe Fund’s common stock if ourthe Fund’s 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, wethe Fund must make provisions to prohibit any distribution to ourits stockholders or the repurchase of such securities or sharesShares unless we meetthe Fund meets the applicable asset coverage ratios at the time of the distribution or repurchase. WeThe Fund may also borrow amounts up to 5% of the value of ourits 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 Ourthe Fund’s Business and Structure — WeThe Fund 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 Fund.”

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

WeThe Fund 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 ManleyJennifer Friedland currently serves as ourthe Fund’s 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.the Fund. For example:

The Sarbanes-Oxley Act requires usthe Fund to review ourits current policies and procedures to determine whether we complythe Fund complies with the Sarbanes-Oxley Act and the regulations promulgated thereunder. WeThe Fund will continue to monitor ourits compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we areit is in compliance therewith.

Proxy Voting Policies and Procedures

WeThe Fund 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 investthe Fund invests in securities that do have voting rights, we haveit has delegated ourits proxy voting responsibility to the Adviser. The Proxy Voting Policies and Procedures will be reviewed periodically by the Adviser and ourthe Fund’s non-interested directors, and, accordingly, are subject to change.

As an investment adviser registered under the Advisers Act, ourthe 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 Rule206(4)-6 under, the Advisers Act.

Proxy Policies

OurThe Adviser will vote proxies relating to ourthe Fund’s portfolio securities in what the Adviser perceives to be the best interest of ourthe Fund’s stockholders. It will review on acase-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by ourthe Fund’s clients. Although it will generally vote against proposals that may have a negative impact on ourthe Fund’s portfolio securities, it may vote for such a proposal if there exist compelling long-term reasons to do so.

OurThe Fund’s proxy-voting decisions will be made by the senior officers who are responsible for monitoring ourthe Fund’s investments. To ensure that ourthe Fund’s 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 intendthe Fund intends to vote on a proposal in order to reduce any attempted influence from interested parties.

Proxy Voting Records

You may obtain information about how wethe Fund 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 ourthe Fund’s approach to ensuring the confidentiality of investors’ information.

Reporting Obligations

WeThe Fund will furnish ourits stockholders with annual reports containing audited consolidated financial statements, quarterly reports and such other periodic reports as we determinethe Fund determines to be appropriate or as may be required by law. We areThe Fund is 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 filethe Fund files with the SEC atwww.sec.gov.

An investment in ourthe Fund’s securities involves certain risks relating to ourits structure and investment objective. The risks set forth below are not the only risks we face,the Fund faces, and wethe Fund may face other risks that we haveit has not yet identified, which we doit does not currently deem material or which are not yet predictable. If any of the following risks occur, ourthe Fund’s business, financial condition and results of operations could be materially adversely affected. In such case, ourthe Fund’s net asset value and the price of ourits common stock could decline, and you may lose all or part of your investment.

Risk Factor Summary

The following is a summary of the principal risk factors associated with an investment in the Fund:

Risks Related to Ourthe Fund’s Business and Structure

Limited operating history

Risks Related to the Fund’s Investments

Risks Related 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 ofsource-of-income, diversificationFund’s Business 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.Structure

OurThe Fund’s investment portfolio will be recorded at fair value, with ourthe 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 ourthe Fund’s portfolio investments.

Under the 1940 Act, we arethe Fund is required to carry ourits portfolio investments at market value or, if there is no readily available market value, at fair value as determined by usthe Fund with ourits Board having final responsibility for overseeing, reviewing and approving, in good faith, ourthe Fund’s estimate of fair value. Typically, there will not be a public market for the securities of the privately held companies in which wethe Fund will invest. As a result, wethe Fund will value these securities quarterly at fair value based on input from management, a third-party independent valuation firm and ourthe Fund’s audit committee and with the oversight, review and approval of ourthe Board.

The determination of fair value and consequently, the amount of unrealized gains and losses in ourthe Fund’s portfolio, are to a certain degree, subjective and dependent on a valuation process approved by ourthe Board. Certain factors that may be considered in determining the fair value of ourthe Fund’s 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. OurThe Fund’s 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, ourthe Fund’s fair value determinations may cause ourthe Fund’s net asset value on a given date to materially understate or overstate the value that wethe Fund may ultimately realize on one or more of ourits investments. As a result, investors purchasing ourthe Fund’s common stock based on an overstated net asset value would pay a higher price than the value of ourthe Fund’s investments might warrant. Conversely, investors selling sharesShares during a period in which the net asset value understates the value of ourthe Fund’s investments will receive a lower price for their sharesShares than the value of ourthe Fund’s investments might warrant.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Fund uses the pricing indicated by the external event to corroborate its valuation. The Fund records decreases in the market values or fair values of its investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in the Fund’s portfolio. The effect of all these factors on the Fund’s portfolio may reduce the Fund’s net asset value by increasing unrealized depreciation in the Fund’s portfolio. Depending on market conditions, the Fund could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on the Fund’s business, financial condition, results of operations and cash flows.

OurThe Fund’s financial condition and results of operations will depend on ourits ability to effectively manage and deploy capital.

OurThe Fund’s ability to achieve ourits investment objective will depend on ourits ability to effectively manage and deploy capital, which will depend, in turn, on the Adviser’s ability to identify, evaluate and monitor, and ourthe Fund’s ability to finance and invest in, companies that meet ourthe Fund’s investment criteria.

Accomplishing ourthe Fund’s 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 ourthe Fund’s access to investments offering acceptable terms. In addition to monitoring the performance of ourthe Fund’s existing investments, the Adviser’s investment team may also be called upon, from time to time, to provide managerial assistance to some of ourthe Fund’s portfolio companies. These demands on their time may distract them or slow the rate of investment.

Even if we arethe Fund is able to grow and build upon ourits investment portfolio, any failure to manage ourits growth effectively could have a material adverse effect on ourits business, financial condition, results of operations and prospects. The results of ourthe Fund’s 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 wethe Fund cannot successfully operate ourits business or implement ourits investment policies and strategies as described herein, it could negatively impact ourthe Fund’s ability to pay dividends.

WeThe Fund may face increasing competition for investment opportunities.

We competeThe Fund competes for investments with providers of capital with similar investment strategies including other BDCs, private equity funds, finance companies, and banks. Many of ourthe Fund’s competitors are substantially larger and have considerably greater financial, technical and marketing resources than us.the Fund. For example, some competitors may have a lower cost of capital and access to funding sources that will not be available to us.the Fund. In addition, some of ourthe Fund’s competitors may have higher risk tolerances or different risk assessments than wethe Fund will have. These characteristics could allow ourthe Fund’s competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than wethe Fund will be able to offer. WeThe Fund may lose investment opportunities if we doit does not match ourits competitors’ pricing, terms and structure. If we arethe Fund is forced to match ourits competitors’ pricing, terms and structure, weit may not be able to achieve acceptable returns on ourits investments or may bear substantial risk of capital loss. A significant part of ourthe Fund’s 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 ourthe Fund’s competitors in this target market could force usthe Fund to accept less attractive investment terms. Furthermore, many of ourthe Fund’s competitors will have greater experience operating under, or will not be subject to, the regulatory restrictions that the 1940 Act will impose on usthe Fund as a BDC.

The Adviser has incentives to favor its other accounts and clients over us,the Fund, which may result inare conflicts of interest that could be harmful to us.the Fund.

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,the Fund, or receive a performance-based fee on certain accounts. The Adviser and its affiliates may also have expense arrangements with certain accounts that are more favorable to the Adviser than the expense arrangements in place with the Fund. In those instances, a portfolio manager for the Adviser has an incentiveand its affiliates have incentives to favor the higher fee and/or performance-based feeother accounts over us. Ourthe Fund. The Adviser and its affiliates seek to address conflicts of interest through their policies and procedures, including through the Adviser’s allocation policy. Under the Adviser’s allocation policy, the Adviser seeks to allocate investment opportunities to eligible accounts on a basis that is fair and equitable over time. However, no assurance can be given that the allocation decisions will ultimately result in the most favorable investments, allocations or returns for the Fund. The Board also monitors how the Adviser and its affiliates address these and other conflicts.

The Adviser may allocate opportunities to its affiliates that have greater financial resources than we do.

As a recently formed entity, we are continuing to raise funds to be used in investing activities through the Private Offering. As described above, the Fund mayco-invest with certain Affiliated Funds, subject to the Order, or in certain other circumstances. Until we have raised sufficient capital, the Adviser may present us with an opportunity toco-invest with certain Affiliated Funds consistent with the Order (or other requirements), but we may not be able to call enough capital to meet the opportunity. As a result, the Adviser may allocate these investments to certain Affiliated Funds, to the exclusion of the Fund. The decision by the Adviser to allocate that opportunity to another affiliated entity could result in the Fund forgoing an investment opportunity that it otherwise would have made and therefore limit the scope of investment opportunities that are available to the Fund.

OurFund’s 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 ourthe Fund’s business.

We dependThe Fund depends upon the Adviser to maintain its relationships with companies, private equity sponsors,co-investors, intermediaries and other financial institutions, and we expectthe Fund expects to rely to a significant extent upon these relationships to provide usthe Fund with potential investment opportunities. If the Adviser fails to maintain such relationships, or to develop new relationships with other sources of investment opportunities, wethe Fund will not be able to grow ourthe Fund’s investment portfolio. In addition, individuals with whom the Adviser has relationships are not obligated to provide usthe Fund with investment opportunities, and wethe Fund can offer no assurance that these relationships will generate investment opportunities for usthe Fund in the future.

WeThe Fund will be dependent upon the Adviser’s key personnel for ourthe Fund’s future success.

We dependThe Fund depends on the diligence, skill and investment acumen of J. Brent Humphries, ourthe Fund’s President and the Chairman of ourthe 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 ourthe Fund’s investments. OurThe Fund’s future success will depend on the continued service of Mr. Humphries and the other members of the Adviser’s senior management. WeThe Fund 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 Fund. The loss of Mr. Humphries or any of the other members of the Adviser’s senior management could have a material adverse effect on ourthe Fund’s ability to achieve ourits investment objective as well as on ourits financial condition and results of operations. In addition, wethe Fund 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,the Fund, and may have conflicts of interest in allocating their time. We expectThe Fund expects 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.

In addition, while Mr. Humphries has managed funds with strategies similar to ours, he has not managed a BDC and, as a result, there can be no assurance Mr. Humphries’ experience will be indicative of future results that will be achieved by us.

OurThe Fund’s success will depend on the ability of the Adviser to attract and retain qualified personnel in a competitive environment.

OurThe Fund’s 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.

Misconduct by employees of the Adviser or by third-party service providers could cause significant losses to us.the Fund.

Misconduct by employees of the Adviser or by third-party service providers could cause significant losses to us.the Fund. Employee misconduct may include binding usthe Fund 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 ourthe Fund’s 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 ourthe Fund’s 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 theirits 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 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, ourthe Fund’s President and Chairman of ourthe Board, currently serves as the President of the Adviser, which is responsible for all investment decisions for the Fund. In addition, ourthe Fund’s executive officers and directors, including ourthe Fund’s 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.the Fund does. Accordingly, they may have obligations to ourthe Fund’s stockholders in those entities, the fulfillment of which obligations may not be in the best interests of usthe Fund or ourits stockholders.

In the course of ourthe Fund’s investing activities, wethe Fund 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 ourthe Fund’s stockholders, giving rise to a conflict.

We haveThe Fund has entered into a royalty-free license agreement with the Adviser pursuant to which the Adviser has granted usthe Fund anon-exclusive royalty-free license to use the name “AB Private Credit Investors Corporation.” Under the license agreement, we havethe Fund has the right to use the “AB Private Credit Investors Corporation” name for so long as the Adviser or one of its affiliates remains ourthe Fund’s investment adviser.

In addition, we paythe Fund pays 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 ourthe 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 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 givendecisions made with respect to usthe Fund by the Adviser may differ from those rendereddecisions made by the Adviser with respect to its other clients.

The Adviser and its affiliates may give advice and recommendmake decisions with respect to other clients and/or allocate securities to other clients which maythat differ from advice giventhe decisions and/or allocations made with respect to or securities recommended or bought for, usthe Fund even though such other clients’ investment objectives may be similar to ours.

OurThe Fund’s access to confidential information may restrict ourits ability to take action with respect to some investments, which, in turn, may negatively affect ourits results of operations.

We,The Fund, directly or through the Adviser, may obtain confidential information about the companies in which we haveit has invested or may invest. If we possessthe Fund possesses confidential information about such companies, there may be restrictions on ourits 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 ourthe Fund’s ability to take action with respect to ourits investments could have an adverse effect on ourits results of operations.

OurThe Fund’s ability to enter into transactions with ourits affiliates is restricted.

We areThe Fund is prohibited under the 1940 Act from participating in certain transactions with certain of ourits affiliates without the prior approval of ourthe Fund’s independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of ourthe Fund’s outstanding voting securities is ourthe Fund’s affiliate for purposes of the 1940 Act, and wethe Fund generally areis prohibited from buying or selling any security from or to such affiliate, absent the prior approval of ourthe Fund’s independent directors.

The 1940 Act also prohibits certain “joint” transactions with certain of ourthe Fund’s 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 ourthe Fund’s independent directors and, in some cases, the SEC. If a person acquires more than 25% of ourthe Fund’s voting securities, we arethe Fund is 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 ourthe Fund’s ability to transact business with ourits officers or directors or their affiliates.

WeThe Fund also generally will be unable toco-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, wethe Fund 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 asco-investing with, any fund managed by ourthe Fund’s affiliates without the prior approval of the SEC. The decision by the Adviser to allocate an opportunity to another entity could cause usthe Fund to forgo an investment opportunity that wethe Fund otherwise would have made. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.the Fund.

On August 6, 2018, the SEC granted usthe Fund relief sought in a new exemptive application that expands theco-investment exemptive relief previously granted to usthe Fund in October 2016 to allow the Fund and certain of its affiliates toco-invest in portfolio companies with certain of ourits affiliates that are managed by the Adviser (“Affiliated Funds”) in a manner consistent with ourthe Fund’s 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 arethe Fund is permitted toco-invest with Affiliated Funds, if, 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 ourthe independent directors make certain conclusions in connection with aco-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to usthe Fund and ourits investors and do not involve overreaching in respect of usthe Fund or ourits investors on the part of any person concerned, and (2) the transaction is consistent with the interests of ourthe Fund’s investors and is consistent with ourthe Fund’s investment objective and strategies. We intendThe Fund intends toco-invest with Affiliated Funds, subject to the conditions included in the Order.

WeThe Fund 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, wethe Fund mayco-invest with such accounts consistent with guidance promulgated by the SEC staff permitting usthe Fund and such other funds toco-invest in privately placed securities so long as certain conditions are met, including that the Adviser, acting on ourthe Fund’s behalf and on behalf of other clients, negotiates no term other than price. WeThe Fund may alsoco-invest with the Adviser’s other clients as otherwise permissible under regulatory guidance, applicable regulations or the Adviser’s allocation policy.

In situations whereco-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 investment. Under the Adviser’s allocation policy, such determinations will be made based on the principle that investment opportunities shall be offeredallocated to eligible clients on a basis that will be fair and equitable over time. As a result, wethe Fund will not have an entitlement to make aco-investment in these circumstances, and to the extent that another client elects to proceed with the investment, wethe Fund will not be permitted to participate. Moreover, except in certain circumstances, wethe Fund 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,the Fund, and there can be no assurance that investment opportunities will be allocated to usthe Fund fairly or equitably in the short term or over time.

The compensation wethe Fund will pay to the Adviser was not determined on anarm’s-length basis. Thus, the terms of such compensation may be less advantageous to usthe Fund than if such terms had been the subject ofarm’s-length negotiations.

The compensation wethe Fund will pay to the Adviser was not determined on anarm’s-length basis with an unaffiliated third party. As a result, the form and amount of such compensation may be less favorable to usthe Fund than they might have been had the respective agreements been entered into througharm’s-length transactions with an unaffiliated third party. In addition, wethe Fund may choose not to enforce, or to enforce less vigorously, ourits respective rights and remedies under the Advisory Agreement because of ourits desire to maintain ourits ongoing relationship with the Adviser and its respective affiliates. Any such decision, however, could cause usthe Fund to breach ourits fiduciary obligations to ourits 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 ourthe Fund’s 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 ourthe Fund’s gross assets or your investment have decreased. The use of increased leverage may increase the likelihood of default, which would disfavor holders of ourthe Fund’s common stock, including investors in ourits common stock. Given the subjective nature of the investment decisions that the Adviser will make on ourthe Fund’s behalf, wethe Fund may not be able to monitor this potential conflict of interest.

The income-based incentive fee is calculated as a percentage ofPre-incentive Fee Net Investment Income. PIFNII. SincePre-incentive Fee Net Investment income PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation, it is possible that wethe Fund may pay an incentive fee in a quarter in which we incurit incurs a loss. For example, if we receivePre-incentive Fee Net Investment Incomethe Fund receives PIFNII in excess of the quarterly minimum hurdle rate, wethe Fund will pay the applicable income-based incentive fee even if we haveit has 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 ourthe Fund’s net assets, decreases in ourits 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. OurThe Fund’s net investment income used to calculate this component of the incentive fee is also included in the amount of ourits gross assets used to calculate the base management fee.

Also, the capital gains component of the incentive fee is calculated annually based upon ourthe Fund’s realized capital gains, computed net of realized capital losses and unrealized capital depreciation on a cumulative basis. As a result, wethe Fund 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 ourthe Fund’s portfolio during subsequent years. Incentive fees earned in prior years cannot be clawed back even if wethe Fund later incurincurs losses.

OurThe Fund’s 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 usthe Fund to the Adviser may create an incentive for the Adviser to pursue investments on ourthe Fund’s 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 ourthe Fund’s return on invested capital. This may encourage the Adviser to use leverage to increase the return on ourthe Fund’s investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of ourthe Fund’s common stock. In addition, the Adviser will receive the incentive fee based, in part, upon net capital gains realized on ourthe Fund’s 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 ourthe Fund’s investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The Small Business Credit Availability Act allows usthe Fund to incur additional leverage, which may increase the risk of investing with us.the Fund.

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 stockShares assuming that we employthe Fund employs leverage such that ourits asset coverage equals (1) ourits actual asset coverage as of December 31, 20182021 and (2) 150%, each at various annual returns, net of expenses and as of December 31, 2018.2021.

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.

Increased leverage may magnify ourthe Fund’s exposure to risks associated with changes in interest rates.

If we incurthe Fund incurs additional leverage, general interest rate fluctuations may have a more significant negative impact on ourits investments and investment opportunities than they would have absent such additional incurrence, and, accordingly, may have a material adverse effect on ourthe Fund’s investment objectives and rate of return on investment capital. Because wethe Fund may borrow money to make investments in the form of debt securities, preferred stock or other securities, ourthe Fund’s net investment income is dependent upon the difference between the rate at which income from investments exceeds the rate at which we paythe Fund pays interest or dividends on such liabilities.

WeThe Fund principally investinvests in floating-rate assets and incur ourincurs its indebtedness on a floating-rate basis as well. We planThe Fund plans to incur indebtedness, when possible, on the same floating base rate applicable to the assets in which we invest.it invests. Because the base rate of ourthe Fund’s assets and indebtedness are expected to generally be the same and will therefore fluctuate on largely the same basis, the primary risk that we facethe Fund faces from interest rate fluctuations is a situation where the difference in the rate on investment income versus the base rate, which we referthe Fund refers to as the “spread,” falls and there is not a similar reduction in the spread on ourthe Fund’s indebtedness or losses exceed anticipated levels. In that situation, the investment income, net of losses, less the cost of ourthe Fund’s indebtedness would be reduced. This reduction could create a material adverse effect on ourthe Fund’s investment objectives if the spread compression was significant and persistent over long periods.

We expectThe Fund expects that a majority of ourits investments in debt will continue to be at floating rates. However, as we makethe Fund makes investments in debt at floating rates, a significant increase in market interest rates could also result in an increase in ourits non-performing assets and a decrease in the value of ourits 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, ourthe Fund’s cost of funds would increase, which, if not matched with the rising interest rates of ourits performing floating-rate assets, could result in a decrease in ourits net investment income. Incurring additional leverage will magnify the impact of an increase to ourthe Fund’s 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 ourthe Fund’s capital that the decrease in interest rates may produce. To the extent ourthe Fund’s additional borrowings are in fixed-rate instruments, wethe Fund may be required to invest in higher-yield securities in order to cover ourits interest expense and maintain ourits current level of return to stockholders, which may increase the risk of an investment in our shares.

Inflation and rising commodity prices may adversely impact the Fund’s portfolio companies.

Inflation may adversely affect the Fund’s investments in a number of ways. Certain of the Fund’s portfolio companies are in industries that may be impacted by inflation, and inflationary expectations or periods of rising inflation could be accompanied by rising prices of commodities that are critical to the operation of the Fund’s portfolio companies. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on the Fund’s loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in the operating results of the Fund’s portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of the Fund’s investments could result in future realized or unrealized losses and therefore reduce the Fund’s net assets resulting from operations. Some of the Fund’s portfolio investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses.

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 ourthe Fund’s net earnings.

Given the structure of ourthe Fund’s 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 Advisory Agreement without any additional increase in relative performance on the part of the Adviser. In addition, in view of thecatch-up provisions applicable to income-based incentive fees under the Advisory Agreement, the Adviser could potentially receive a significant portion of the increase in ourthe Fund’s investment income attributable to such a general increase in interest rates. If that were to occur, ourthe Fund’s 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 wethe Fund may not be able to find a suitable replacement for either within that time, or at all, resulting in a disruption in ourthe Fund’s operations that could adversely affect ourits financial condition, business and results of operations.

The Adviser has the right, under the Advisory Agreement, to resign at any time upon 60 days’ written notice, regardless of whether we havethe Fund has 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 havethe Fund has found a replacement. If the Adviser or the Administrator were to resign, wethe Fund 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 arethe Fund is unable to

do so quickly, ourits operations are likely to experience a disruption and ourits financial condition, business and results of operations, as well as ourits ability to pay distributions, are likely to be materially and adversely affected. In addition, the coordination of ourthe Fund’s internal management and investment or administrative activities, as applicable, are likely to suffer if we arethe Fund is 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 arethe Fund is able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with ourits investment objective may result in additional costs and time delays that may adversely affect ourthe Fund’s financial condition, business, results of operations and cash flows.

The Adviser’s liability is limited under the Advisory Agreement and we havethe Fund has agreed to indemnify the Adviser against certain liabilities, which may lead the Adviser to act in a riskier manner on ourthe Fund’s behalf than it would when acting for its own account.

Under the Advisory Agreement, the Adviser has not assumed any responsibility to usthe Fund other than to render the services called for under that agreement. It is not responsible for any action of ourthe Board in following or declining to follow the Adviser’s advice or recommendations. Under the Advisory Agreement, the Adviser and its professionals and any person controlling or controlled by the Adviser are not liable to us,the Fund, any subsidiary of ours, ourthe Fund, the Fund’s directors, ourthe Fund’s stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the 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 usthe Fund under the Advisory Agreement. In addition, as part of the Advisory Agreement, we havethe Fund has 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 ourthe Fund’s business and operations or any action taken or omitted on ourthe Fund’s behalf pursuant to authority granted by the Advisory Agreement, except where attributable to gross negligence, willful misfeasance, bad faith or reckless disregard of such person’s duties under the Advisory Agreement.

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. WeThe Fund cannot assure you that weit 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 bynon-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 (includingnon-defaulting investors). Moreover, the subscription agreement provides for significant adverse consequences in the event an investor defaults on its Capital Commitment or other payment obligations.

Any failure on ourthe Fund’s part to maintain ourits status as a BDC would reduce ourits operating flexibility.

We haveThe Fund has 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 usthe Fund and/or expose usthe Fund to claims of private litigants. In addition, upon approval of a majority of ourthe Fund’s stockholders, wethe Fund may elect to withdraw ourits status as a BDC. If we decidethe Fund decides to withdraw ourits election, or if wethe Fund otherwise failfails to qualify, or maintain ourits qualification, as a BDC, wethe Fund will be subject to substantially greater regulation under the 1940 Act as aclosed-end investment company. Compliance with such regulations would significantly decrease ourthe Fund’s operating flexibility, and could significantly increase ourits costs of doing business.

Regulations governing ourthe Fund’s operation as a BDC affect ourits ability to raise additional capital and the way in which we doit does so. As a BDC, the necessity of raising additional capital may expose usthe Fund to risks, including the typical risks associated with leverage.

WeThe Fund 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, wethe Fund will be permitted, as a BDC, to issue senior securities in amounts such that ourits 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 ourthe Fund’s assets declines, weit may be unable to satisfy this test. If that happens, wethe Fund may be required to sell a portion of ourits investments and, depending on the nature of ourits leverage, repay a portion of ourits indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we usethe Fund uses to service ourits indebtedness would not be available for distributions to ourits common stockholders. Furthermore, as a result of issuing senior securities, wethe Fund would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issuethe Fund issues preferred stock, the preferred stock would rank “senior” to common stock in ourthe Fund’s 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 ourthe Fund’s 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 ourthe Fund’s common stock or otherwise be in your best interest.

WeThe Fund will not generally be able to issue and sell ourits common stock at a price below net asset value per share. WeThe Fund may, however, sell ourits common stock, or warrants, options or rights to acquire ourits common stock, at a price below the then-current net asset value per share of ourits common stock if ourthe Board determines that such sale is in the best interests of ourthe Fund’s stockholders, and ourthe Fund’s stockholders approve such sale. In any such case, the price at which ourthe Fund’s securities are to be issued and sold may not be less than a price that, in the determination of ourthe Board, closely approximates the market value of such securities (less any distributing commission or discount). If we raisethe Fund raises additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, ourits common stock, then the percentage ownership of ourits stockholders at that time will decrease, and you may experience dilution.

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 borrowthe Fund borrows money, the potential for gain or loss on amounts invested in usthe Fund will be magnified and may increase the risk of investing in us.the Fund. Borrowed money may also adversely affect the return on ourthe Fund’s assets, reduce cash available to service ourthe Fund’s debt or for distribution to our shareholders,the Fund’s 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 usethe Fund uses leverage to partially finance ourits investments, through borrowing from and issuing senior debt securities to banks, insurance companies and other lenders, you will experience increased risks of investing in ourthe Fund’s securities. Holders of these senior securities will have fixed dollar claims on the Fund’s assets that are superior to the claims of the Fund’s common stockholders, and the Fund would expect such lenders to seek recovery against its assets in the event of a default. If the value of ourthe Fund’s assets decreases, leveraging will cause ourits net asset value to decline more sharply than it otherwise would if weit had not borrowed and employed leverage. Similarly, any decrease in ourthe Fund’s income would cause ourits net income to decline more sharply than it would have if weit had not borrowed and employed leverage. Such a decline could negatively affect ourthe Fund’s ability to service ourits debt or make distributions to our shareholders.its stockholders. Leverage is generally considered a speculative investment technique. In addition, our shareholdersthe Fund’s stockholders will bear the burden of any increase in ourits expenses as a result of ourits 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 employthe Fund employs 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 usthe Fund on favorable terms or at all. However, to the extent that we usethe Fund uses leverage to finance ourits assets, ourits financing costs will reduce cash available for servicing ourits debt or distributions to shareholders.stockholders. Moreover, wethe Fund may not be able to meet ourits financing obligations and, to the extent that weit cannot, we riskit risks the loss of some or all of ourits assets to liquidation or sale to satisfy the obligations. In such an event, wethe Fund 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 arethe Fund is required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of ourits borrowings and any preferred stock that weit may issue in the future, of at least 150%. If this ratio declines below 150%, wethe Fund cannot incur additional debt and could be required to sell a portion of ourits investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on ourthe Fund’s operations, and wethe Fund may not be able to service ourits debt or make distributions.

In addition, any debt facility into which the Fund may enter would likely impose financial and operating covenants that restrict its business activities, including limitations that could hinder its ability to finance additional loans and investments or to make the distributions required to maintain its qualification as a RIC.¹

The Fund is subject to risks associated with the current interest rate environment and to the extent the Fund uses debt to finance its investments, changes in interest rates will affect its cost of capital and net investment income.

To the extent the Fund borrows money or issues debt securities or preferred stock to make investments, the Fund’s net investment income will depend, in part, upon the difference between the rate at which it borrows funds or pays interest or dividends on such debt securities or preferred stock and the rate at which it invests these funds. In addition, many of the Fund’s debt investments

and borrowings have floating rate interest rates that reset on a periodic basis, and many of its investments are subject to interest rate floors. As a result, a change in market interest rates could have a material adverse effect on the Fund’s 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, the Fund’s cost of funds will increase because the interest rates on the majority of amounts it has borrowed are floating, which could reduce its 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. The Fund may use interest rate risk management techniques in an effort to limit its 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 the Fund’s 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 the Fund’s business, financial condition and results of operations.

Investments in which we havethe Fund has anon-controlling interest may involve risks specific to third-party management of those investments.

WeThe Fund may alsoco-invest with third parties through partnerships, joint ventures or other entities, thereby acquiring jointly-controlled ornon-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. Asco-investors, wethe Fund may have interests or objectives that are inconsistent with those of the third-party partners orco-venturers. Although wethe Fund may not have full control over these investments and therefore, may have a limited ability to protect its position therein, we expectthe Fund expects that weit will negotiate appropriate rights to protect ourits 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 orco-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 ourFund’s 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 orco-venturers may opt to liquidate an investment at a time during which such liquidation is not optimal for us.the Fund. In addition, wethe Fund may in certain circumstances be liable for the actions of its third-party partners orco-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.

WeThe Fund may experience fluctuations in ourits quarterly and annual results.

WeThe Fund may experience fluctuations in ourits quarterly and annual operating results due to a number of factors, including ourits ability or inability to make investments in companies that meet ourits investment criteria, the interest rate payable on the debt securities we acquire,it acquires, the level of portfolio dividend and fee income, the level of ourits expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounterit encounters competition in ourits 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 areThe Fund is anon-diversified investment company within the meaning of the 1940 Act, and therefore we areit is not limited with respect to the proportion of ourits assets that may be invested in securities of a single issuer.

We areThe Fund is classified as anon-diversified investment company within the meaning of the 1940 Act, which means that we areit is not limited by the 1940 Act with respect to the proportion of ourits assets that wethe Fund may invest in securities of a single issuer. To the extent that we holdthe Fund holds large positions in the securities of a small number of issuers, or within a particular industry, ourthe Fund’s 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. WeThe Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.

OurThe Board is authorized to reclassify any unissued shares of common stockShares 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 ourthe Fund’s charter, the Board is authorized to classify and reclassify any authorized but unissued shares of stockShares into one or more classes of stock, including preferred stock. Prior to the issuance of sharesShares of each class or series, the Board is required by Maryland law and ourthe Fund’s 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 ourthe Fund’s common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by ourthe Fund’s 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 preferred stock would vote separately from the holders of common stock on a proposal to cease operations 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. WeThe Fund currently havehas 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 stockShares might also reduce the net income per share and net asset value per share of ourthe Fund’s common stock upon conversion, provided, that wethe Fund will only be permitted to issue such convertible preferred stock to the extent we complythe Fund complies 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 ourthe Fund’s common stock.

OurThe Board may change ourthe Fund’s investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

OurThe Board will have the authority to modify or waive ourthe Fund’s 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, wethe Fund may not change the nature of ourits business so as to cease to be, or withdraw ourits election as, a BDC. WeThe Fund cannot predict the effect any changes to ourits current operating policies, investment criteria and strategies would have on ourits business, net asset value, operating results and value of ourits stock. However, the effects might be adverse, which could negatively impact ourthe Fund’s ability to pay you dividends and cause you to lose all or part of your investment.

WeThe Fund will be subject to corporate-level U.S. federal income tax if we areit is unable to qualify as a RIC.

Although we havethe Fund has elected to be treated as a RIC, no assurance can be given that weit will be able to maintain ourits qualification as a RIC. To maintain qualification as a RIC, wethe Fund must meet the followingsource-of-income, asset diversification, and distribution requirements.

The income source requirement will be satisfied if we obtainthe Fund obtains at least 90% of ourits 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 meetthe Fund meets certain asset diversification requirements at the end of each quarter of ourits taxable year. Failure to meet those requirements may result in ourthe Fund having to dispose of certain investments quickly in order to prevent the loss of ourits qualification as a RIC. Because most of ourthe Fund’s 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. WeThe Fund may have difficulty satisfying the diversification requirement during ourits ramp-up phase until we haveit has a portfolio of investments. WeThe Fund may also have difficulty satisfying the diversification requirements if we determineit determines to wind up and liquidate ourits assets. WeThe Fund may be prevented from makingfollow-on investments in ourits portfolio companies in order to satisfy the diversification requirements.

The annual distribution requirement will be satisfied if we distributethe Fund distributes to ourthe Fund’s stockholders on an annual basis at least 90% of ourthe Fund’s net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because wethe Fund may use debt financing, we arethe Fund is 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 usthe Fund from making distributions necessary to satisfy the distribution requirement. If we arethe Fund is unable to obtain cash from other sources, wethe Fund could fail to qualify as a RIC. If we failthe Fund fails to qualify as a RIC for any reason and therefore becomebecomes subject to corporate income tax, the resulting corporate taxes could substantially reduce ourthe Fund’s net assets, the amount of income available for distribution and the amount of ourthe Fund’s distributions.

There are risks that may arise in connection with the rules under ERISA related to investment by ERISA Plans.

We intendThe Fund intends to operate so that weit will be an appropriate investment for employee benefit plans subject to ERISA. Wethe Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Fund 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, wethe Fund may be (and currently are) operated as an annual “venture capital operating company,” under the ERISA rules in order to avoid ourits assets being treated as “plan assets” for purposes of ERISA. Accordingly, there may be constraints on ourthe Fund’s ability to make or dispose of investments at optimal times (or to make certain investments at all).

WeThe Fund may have difficulty paying ourits required distributions if we recognizeit recognizes income before or without receiving cash representing such income.

For U.S. federal income tax purposes, wethe Fund will include in ourits taxable income certain amounts that we haveit has not yet received in cash, such as original issue discount, which may arise if we receiveit receives 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 ourthe Fund’s taxable income before we receiveit receives any corresponding cash payments. WeThe Fund also may be required to include in ourits taxable income certain other amounts that weit will not receive in cash.

Since, in certain cases, wethe Fund may recognize taxable income before or without receiving corresponding cash payments, weit may have difficulty meeting the annual distribution requirement necessary to maintain ourits qualification as a RIC. Accordingly, to satisfy ourits RIC distribution requirements, wethe Fund may have to sell some of ourits investments at times and/or at prices weit would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities. If we arethe Fund is not able to obtain cash from other sources, weit may fail to qualify as a RIC and thus become subject to corporate-level income tax. For additional discussion regarding the tax implications of ourthe Fund’s election to be taxed as a RIC, please see “Business — Material U.S. Federal Income Tax Considerations.”

WeThe Fund may in the future choose to pay dividends in ourits own stock, in which case you may be required to pay tax in excess of the cash you receive.

WeThe Fund may distribute dividends that are payable predominantly in shares of our common stock.Shares. Under certain private rulings issued by the Internal Revenue Service, distributions payable to stockholders in cash or stock at the election of stockholders isare treated as a taxable dividenddividends 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 ourthe Fund’s 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 ourthe Fund’s stock at the time of the sale. Furthermore, with respect tonon-U.S. stockholders, wethe Fund 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 ourthe Fund’s stockholders sell shares of our stockShares in order to pay taxes owed on dividends, it may put downward pressure on the trading price of ourthe Fund’s stock if we arethe Fund is publicly traded.

There is a risk that ourthe Fund’s stockholders may not receive any distributions.

We intendThe Fund intends to make distributions on a quarterly basis to ourits stockholders out of assets legally available for distribution, or at other times, as determined by the Board in its discretion. WeThe Fund cannot assure you that weit will achieve investment results that will allow usit to make a specified level of cash distributions. In addition, due to the asset coverage test applicable to usthe Fund as a BDC, wethe Fund may be limited in ourits ability to make distributions. See “Business — Regulation as a Business Development Company.”

For any period that we dothe Fund does 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 ourits 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 anticipateThe Fund anticipates that weit will not qualify as a publicly offered RIC immediately after the Private Offering; wethe Fund may qualify as a publicly offered RIC for future taxable years. If we arethe Fund is not a publicly offered RIC for any period, anon-corporate stockholder’s allocable portion of ourthe Fund’s affected expenses, including ourits 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. Fornon-corporate stockholders, including individuals, trusts and estates, significant limitations generally apply to the deductibility of certain expenses of anon-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 areThe Fund is subject to risks in using custodians, administrators and other agents.

WeThe Fund will depend on the services of custodians, administrators and other agents to carry out certain securities transactions and administrative services for us.the Fund. In the event of the insolvency of a custodian, wethe Fund may not be able to recover equivalent assets in full as weit will rank among the custodian’s unsecured creditors in relation to assets which the custodian borrows, lends or otherwise uses. In addition, ourthe Fund’s cash held with a custodian may not be segregated from the custodian’s own cash, and wethe Fund therefore may rank as unsecured creditors in relation thereto. The inability to recover assets from the custodian could have a material impact on ourthe Fund’s performance.

We expendThe Fund expends significant financial and other resources to comply with the requirements of the Exchange Act and the Sarbanes-Oxley Act.

We areThe Fund is subject to the reporting requirements of the Exchange Act and requirements of the Sarbanes-Oxley Act. These requirements may place a strain on ourthe Fund’s systems and resources. The Exchange Act requires that we filethe Fund files annual, quarterly and current reports with respect to ourits business and financial condition. The Sarbanes-Oxley Act requires that we maintainthe Fund maintains 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 ourthe Fund’s disclosure controls and procedures and internal controls, significant resources and management oversight are required. WeThe Fund 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 ourthe Fund’s business, financial condition, results of operations and cash flows. We expectThe Fund expects 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 ceasethe Fund ceases to be an “emerging growth company” under the JOBS Act. As long as we remainthe Fund remains an emerging growth company, weit 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. WeThe Fund will remain an emerging growth company for up to five years following an IPO, although if the market value of ourthe Fund’s common stock that is held bynon-affiliates exceeds $700 million as of any June 30 before that time, wethe Fund would cease to be an emerging growth company as of the following December 31.

We doThe Fund does not currently have comprehensive documentation of ourits internal controls and we haveit has not yet tested ourits 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 ourits business.

We haveThe Fund has 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, ourthe Fund’s internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 that weit will eventually be required to meet. The Fund is in the process of addressing its internal controls over financial reporting and is 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 Fund’sits organization.

Additionally, we intendthe Fund intends to document its internal control procedures to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of its internal controls over financial reporting. The Fund’s independent registered public accounting firm is not currently required to formally attest to the effectiveness of ourthe Fund’s internal control over financial reporting. Because we dothe Fund does not currently have comprehensive documentation of internal controls and have not yet tested internal controls in accordance with Section 404, weit cannot conclude in accordance with Section 404 that we doit does not have a material weakness in ourits internal controls or a combination of significant deficiencies that could result in the conclusion that we haveit has a material weakness in internal controls. WeThe Fund will be required to complete ourits initial assessment in a timely manner. If we arethe Fund is not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, ourits operations, financial reporting or financial results could be adversely affected. Matters impacting ourthe Fund’s internal controls may cause usit to be unable to report ourits financial information on a timely basis and thereby subject usit 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 ourits 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 ourits consolidated financial statements. Confidence in the reliability of ourthe Fund’s consolidated financial statements could also suffer if the Fund or ourits independent registered public accounting firm were to report a material weakness in ourthe Fund’s internal controls over financial reporting. This could materially adversely affect the Fund and lead to a decline in the market price of ourits common stock, to the extent we haveit has 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 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 consolidated 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 asix-month period.

There may be state licensing requirements.

WeThe Fund 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 wethe Fund will obtain all of the licenses that we needit needs on a timely basis. Furthermore, wethe Fund will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that weit will satisfy those requirements. OurThe Fund’s 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 BDCSpin-Off, creation of a Liquidating Share Class, a Limited Tender Offer, or pursuant to a shareShare 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 givethe Fund gives 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 ourthe Fund’s books. Each transferee must agree to be bound by these restrictions and all other obligations as an investor in us.the Fund. Following completion of a Qualified IPO, stockholders will be restricted from selling or disposing of their shares of common stockShares contractually by alock-up agreement with the underwriters of the IPO and secondary offerings, and by the terms of the subscription agreement.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 ourthe Fund’s operations may adversely affect ourits business.

Legal, tax and regulatory changes could occur that may adversely affect us.the Fund. 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 ourthe Fund’s 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 usthe Fund and ourits 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 usthe Fund or ourits portfolio companies, impose additional costs on usthe Fund or ourits portfolio companies, restrict or further regulate certain of ourthe Fund’s activities, including derivative trading and hedging activities, intensify the regulatory supervision of usthe Fund or ourits portfolio companies or otherwise adversely affect ourthe Fund’s business or the business of ourits portfolio companies.

In addition, wethe Fund and ourits 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 arethe Fund is permitted to make, any of which could harm usthe Fund and ourits stockholders, potentially with retroactive effect. Additionally, any changes to the laws and regulations governing ourthe Fund’s operations relating to permitted investments may cause usthe Fund to alter ourits investment strategy in order to avail ourselvesitself of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth herein and may result in ourthe Fund’s 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 ourthe Fund’s results of operations and the value of your investment.

The impact of recently enacted federal tax legislation on us, our shareholders 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 shareholders 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 treatthe Fund treats derivatives and other financial arrangements for purposes of ourits compliance with the leverage limitations of the 1940 Act.

Future legislation or rules may modify how we treatthe Fund treats derivatives and other financial arrangements for purposes of ourthe Fund’s 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 investmentsinvestment 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 usthe Fund under the 1940 Act, which may be materially adverse to usthe Fund and our shareholders.the Fund’s stockholders.

A disruption in the capital markets and the credit markets could impair ourthe Fund’s ability to borrow money and negatively affect ourits business.

As a BDC, wethe Fund will have to maintain ourits ability to borrow money for investment purposes. Without sufficient access to the capital markets or credit markets, wethe Fund may be forced to curtail ourits business operations or weit 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 ourthe Fund’s business operations and could adversely impact ourits results of operations and financial condition.

If the fair value of ourthe Fund’s assets declines substantially, wethe Fund may fail to maintain the asset coverage ratios imposed upon usit by the 1940 Act. Any such failure would affect ourthe Fund’s ability to issue senior securities, including borrowings, and pay dividends, which could materially impair ourits business operations. OurThe Fund’s 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 arethe Fund is unable to secure debt financing on commercially reasonable terms, ourits liquidity will be reduced significantly. If we arethe Fund is unable to repay amounts outstanding under any debt facilities weit may obtain and are declared in default or are unable to renew or refinance these facilities, weit would not be able to initiate significant originations or to operate ourits business in the normal course. These situations may arise due to circumstances that wethe Fund 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,the Fund, and could materially damage ourthe Fund’s business.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of the Fund’s portfolio investments, reducing the Fund’s net asset value through increased net unrealized depreciation.

As a BDC, the Fund is required to value investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board. As part of the valuation process, the Fund may take into account the following types of factors, if relevant, in determining the fair value of the Fund’s investments:

Significant developments stemming from the United Kingdom’s referendum on membership in the European Union could have a material adverse effect on us.the Fund.

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 (“Brexit”(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 European Union.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. is currently scheduled to taketook place on Friday, April 12, 2019.January 31, 2020. Brexit has created political and economic uncertainty, particularly in the United KingdomU.K. and the European Union,E.U., and this uncertainty may last for years. Negotiations have commenced to determine the future terms of the United Kingdom’sU.K.’s relationship with the European Union.E.U. Events that could occur in the future as a consequence of the United Kingdom’sU.K.’s withdrawal, including the possible breakup of the United Kingdom,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 United Kingdom, EuropeU.K., the E.U. or globally, which could adversely affect ourthe Fund’s operating results and growth prospects. Any of these effects of Brexit, and others wethe Fund cannot anticipate, could have unpredictable consequences for credit markets and adversely affect ourthe Fund’s business, results of operations and financial performance.

TerroristIncreased geopolitical unrest, terrorist attacks, military action and acts of war, or natural disasters or outbreaks of epidemic, pandemic or contagious diseases may affect any market for ourthe Fund’s common stock, impact the businesses in which we investit invests and harm ourits business, operating results and financial condition.

Terrorist acts,The continued threat of global terrorism, military action and acts of war, or natural disasters or outbreaks of epidemic, pandemic or contagious diseases may disrupt ourthe Fund’s operations, as well as the operations of the businesses in which we invest.it invests. 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, or 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 investthe Fund invests directly or indirectly and, in turn, could have a material adverse impact on ourits 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 the Fund’s 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 and has since spread around the world (“COVID-19”). The global spread of COVID-19 resulted in temporary closures of corporate offices, retail outlets and other facilities around the world, which disrupted supply chains and demand for the products and services of a select number of the Fund’s portfolio companies. The extent of the impact of the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged, on the financial performance of the Fund’s current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent the Fund’s portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on the Fund’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of its portfolio companies. Social distancing measures have eased since the onset of COVID-19, and demand drivers for affected portfolio companies have generally normalized; however, a return to more stringent social distancing measures remains a risk with the continued spread of COVID-19 variants. It is virtually impossible to determine the ultimate impact of COVID-19 at this time. Further, the extent and strength of any economic recovery after the COVID-19 pandemic abates, including following uncertainty regarding new variants of COVID-19 that have emerged, any “second wave” or other intensifying of the COVID-19 pandemic, is uncertain and subject to various factors and conditions. The impact of COVID-19 on drivers of global supply and demand remains dynamic. Any prolonged disruptions may lead to a negative impact on the operating results of the Fund’s affected portfolio companies. Ultimately, these potential impacts could adversely affect the Fund’s financial condition.

In addition, various social and political circumstances in the United States and around the world may also contribute to increased market volatility and economic uncertainties. Such events, including ongoing trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, and the escalating tensions and current conflict between Russia and Ukraine could adversely affect the Fund’s business, financial condition or results of operations. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Fund’s business, financial condition, cash flows and results of operations and could cause the market value of the Fund’s common stock to decline.

The failure in cyber security systems, as well as the occurrence of events unanticipated in ourthe Fund’s disaster recovery systems and management continuity planning could impair ourits 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 ourthe Fund’s disaster recovery systems, or a support failure from external providers, could have an adverse effect on ourits ability to conduct business and on ourits results of operations and financial condition, particularly if those events affect ourits computer-based data processing, transmission, storage, and retrieval systems or destroy data. If a significant number of ourthe Fund’s managers were unavailable in the event of a disaster, ourits ability to effectively conduct ourits business could be severely compromised.

OurThe Fund’s business relies on secure information technology systems. We dependThe Fund depends 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 ourthe Fund’s information resources (i.e. cyber-attacks). Despite ourthe Fund’s implementation of a variety of security measures, ourits computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronicbreak-ins or unauthorized tampering. Like other companies, wethe Fund may experience threats to ourits 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, ourthe Fund’s computer systems, both those provided by the Adviser and third-party service providers, and networks, or otherwise cause interruptions or malfunctions in ourthe Fund’s operations, which could result in damage to ourits reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss.

WeThe Fund can be highly dependent on information systems and systems failures could significantly disrupt ourits business, which may, in turn, negatively affect the market price of ourits common stock and ourits ability to pay distributions.

OurThe Fund’s business is highly dependent on ourthe Fund’s 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 ourthe Fund’s activities. OurThe Fund’s 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 ourthe Fund’s control and adversely affect ourthe Fund’s business. There could be:

These events, in turn, could have a material adverse effect on ourthe Fund’s operating results and negatively affect the market price of ourits common stock and ourits ability to pay distributions to ourits stockholders.

Risks Related to Ourthe Fund’s Investments

OurThe Fund’s investments are very risky and highly speculative.

We investThe Fund invests primarily in primary issue, directly sourced and privately-negotiated secured debt issued by North American-based middle market firms. WeThe Fund will emphasize secured lending by focusing on first lien, stretch senior, unitranche and second lien loans, and will also consider mezzanine, structured preferred stock andnon-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 ourthe Fund’s 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, ourthe Fund’s liens on the collateral securing ourits loans could be subordinated 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 wethe Fund will receive principal and interest payments according to the loan’s terms, or at all, or that wethe Fund will be able to collect on the loan should weit be compelled to enforce ourits remedies.

Second Lien Secured Loans.In structuring ourthe Fund’s loans, weit may subordinate ourits 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 makethe Fund makes to ourits 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 usthe Fund.”

Equity Investments.When we investthe Fund invests in secured loans, weit may acquire equity securities such as warrants, as well.and warrants. In addition, wethe Fund may invest directly in the equity securities of portfolio companies. The equity interests we receivethe Fund receives may not appreciate in value and may in fact decline in value. Accordingly, wethe Fund may not be able to realize gains from ourits equity interests, and any gains that we dothe Fund does realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.it experiences.

In addition, investing in ourthe Fund’s portfolio companies involves a number of significant risks, including the following:

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 negotiatedover-the-counter (“OTC”) secondary market for institutional investors. Theseover-the-counter 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 arethe Fund is required to carry these investments at fair value as determined by ourthe Board. As a result, if we arethe Fund is required to liquidate all or a portion of ourits portfolio quickly, wethe Fund may realize significantly less than the value at which weit had previously recorded these investments. WeThe Fund may also face other restrictions on ourits ability to liquidate an investment in a portfolio company to the extent that we,the Fund, 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 ourthe Fund’s investments may make it difficult for usthe Fund to dispose of them at a favorable price, and, as a result, wethe Fund 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. WeThe Fund 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 arethe Fund is unable to uncover all material information about these companies, weit may not make a fully informed investment decision, and weit may lose money on ourits investments.

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.

WeThe Fund will invest primarily in privately held companies. Generally, little public information exists about these companies, and we arethe Fund is 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 arethe Fund is unable to uncover all material information about these companies, wethe Fund may not make a fully informed investment decision, and weit may lose money on ourits investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect ourthe Fund’s investment returns as compared to companies investing primarily in the securities of public companies.

OurThe Fund’s investment activities subject usthe Fund to third party litigation risks.

In addition to litigation relating to the bankruptcy process, ourthe Fund’s investment activities subject usthe Fund to the normal risks of becoming involved in litigation by third parties. This risk is somewhat greater where we exercisethe Fund exercises 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 usthe Fund and would reduce net assets.

The Adviser and its affiliates, including ourthe Fund’s officers and some of ourthe Fund’s directors, may face conflicts of interest caused by compensation arrangements with usthe Fund and ourits affiliates, which could result in increased risk-taking by us.the Fund.

The Adviser and its affiliates will receive substantial fees from usthe Fund in return for their services, including certain incentive fees based on the amount of appreciation of ourthe Fund’s investments. These fees could influence the advice provided to us.the Fund. Generally, the more equity we sellthe Fund sells in offerings and the greater the risk assumed by usthe Fund with respect to ourits investments, the greater the potential for growth in ourthe Fund’s assets and profits (and, correlatively, the fees payable by usthe Fund 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,the Fund, which allow the Adviser to earn increased asset management fees.

The time and resources that individuals associated with the Adviser devote to usthe Fund may be diverted, and wethe Fund 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 Fund targets.

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.the Fund targets. As a result, the time and resources that the Adviser devotes to usthe Fund may be diverted, and during times of intense activity in other programs it may devote less time and resources to ourthe Fund’s business than is necessary or appropriate. In addition, wethe Fund 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 ourthe Fund’s business affairs.

The Adviser will experience conflicts of interest in connection with the management of ourthe Fund’s business affairs, including relating to the allocation of investment opportunities by the Adviser and its affiliates;affiliates, compensation to the Adviser;Adviser, services that may be provided by the Adviser and its affiliates to issuers in which we invest;the Fund invests, investments by usthe Fund and other clients of the Adviser, subject to the limitations of the 1940 Act;Act, the formation of additional investment funds by the Adviser;Adviser, strategic relationships by the Adviser with third parties, differing recommendations given by the Adviser to usthe Fund versus other clients;clients, the Adviser’s use of information gained from issuers in ourthe Fund’s portfolio for investments by other clients, subject to applicable law;law, and restrictions on the Adivser’sAdviser’s use of “inside information” with respect to potential investments by us.the Fund.