See ~~accompanying notes~~Notes to ~~financial statements.~~Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation (the ~~“Fund”~~“Fund,” “we,” “our,” and “us”), an externally managed,non-diversified, closed-end,~~non-diversified~~ management investment company that iselected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), was incorporated under the laws of the state of Maryland on February 6, 2015. The Fund was formed to invest in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. AB Private Credit Investors LLC serves as the Fund’s external investment adviser (the “Adviser”).

Prior to 2017, there were no significant operations other than the sale and issuance of 100 shares of common stock of the Fund, par value $0.01 (“Shares”), on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per Share) to the Adviser. The sale of Shares was approved by the unanimous consent of the Fund’s Board of Directors (the “Board”). In addition, prior to commencing operations in 2017, on May 26, 2017, the Fund issued and sold an additional 2,400 Shares at an aggregate purchase price of $24,000 ($10.00 per Share) to the Adviser. That sale was also approved by the unanimous consent of the Fund’s Board.

The Fund is conducting private offerings (each a “Private Offering”) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase ~~shares of the Fund’s common stock~~Shares pursuant to a subscription agreement entered into with the Fund. All investors will be committed to the Fund for at least three years from the date of their initial Capital Commitment, subject to the terms described in the Fund’s Private Placement Memorandum. Investors will be required to fund drawdowns to purchase ~~shares of the Fund’s common stock~~Shares up to the amount of their respective Capital Commitment on anas-needed basis each time the Fund delivers a capital draw-down notice to its investors. ~~The Fund anticipates commencing its loan origination and investment activities contemporaneously with the initial drawdown from investors in the initial Private Offering.~~

As of September 30, 2017, no significant operations other than the sale and issuance of (i) 100 shares of common stock, par value $0.01, on June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) and (ii) 2,400 shares of common stock, par value $0.01, on May 26, 2017 to AB Private Credit Investors LLC, the Fund’s external investment adviser (the “Adviser”) have occurred. The sale of common shares was approved by the unanimous consent of the Fund’s board of directors on both occasions.

On September 29, 2017, the Fund completed the initial closing (“Initial Closing”) of its Private Offering after entering into subscription agreements (collectively, the “Subscription Agreements”) with several investors, providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on an~~as-needed~~ ~~basis upon the issuance of a capital drawn-down notice.~~Shares. At September 30, ~~2017~~2021, the Fund had total Capital Commitments of ~~$70,928,060,~~$461,303,164, of which ~~100%~~38% is unfunded. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (includingfollow-on investments), for paying the Fund’s expenses, including fees under the Amended and Restated Advisory Agreement (as defined below), and/or maintaining a reserve account for the payment of future expenses or liabilities.

There were no operating activities from February 6, 2015 to November 15, 2017. As ~~of September 30, 2017,~~described above, the Fund ~~had not~~completed its Initial Closing on September 29, 2017, and commenced ~~significant operational or investment activities.~~

operations on November 15, 2017 by issuing its first capital call on December 1, 2017. The Fund’s fiscal year ends on December 31.

On December 19, 2018, the Adviser established ABPCIC Funding I LLC (“ABPCIC Funding”), a Delaware limited liability company. ABPCIC Funding is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On June 14, 2019, the Adviser established ABPCI Direct Lending Fund CLO VI Ltd (“CLO VI”), an exempted company incorporated with limited liability under the laws of the Cayman Islands. CLO VI is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements.

On August 9, 2019, ABPCIC Funding and CLO VI entered into a merger agreement, pursuant to which ABPCIC Funding has agreed to merge with and into CLO VI, with CLO VI as the surviving entity. CLO VI issued Class B, Class C and Subordinated Notes to the Fund through AB PCI Direct Lending Fund CLO VI Depositor LLC, a wholly-owned subsidiary of the Fund established on August 9, 2019.

On September 25, 2019, the Fund established ABPCIC NC Holdings LLC (“ABPCIC NC”), through which the Fund made an investment. ABPCIC NC is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On December 17, 2019, the Fund established ABPCIC Concerto Holdings LLC (“ABPCIC Concerto”), through which the Fund made an investment. ABPCIC Concerto is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On February 7, 2020, the Fund and an affiliate of Abbott Capital Management, LLC (“Abbott”) became members of, ABPCIC Equity Holdings, LLC (“ABPCICE”), a Delaware limited liability company and a special purpose vehicle designed to invest in private equity investments sourced by Abbott. The Fund is the managing member and owns 100% of the Class L Units and 93% of the Class A Units of ABPCICE. As a result, the Fund consolidates ABPCICE in its consolidated financial statements and records a non-controlling interest of the equity interests in ABPCICE not held by the Fund.

On July 30, 2020, the Adviser established ABPCIC Funding II LLC (“ABPCIC Funding II”), a Delaware limited liability company. ABPCIC Funding II is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On December 28, 2020, the Adviser established ABPCIC Global Radar, LLC (“ABPCIC Global Radar”), through which the Fund made an investment. ABPCIC Global Radar is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On February 11, 2021, the Adviser established ABPCIC Funding III LLC (“ABPCIC Funding III”), a Delaware limited liability company. ABPCIC Funding III is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On August 9, 2021, the Adviser established ABPCIC BE Holdings, LLC (“ABPCIC BE Holdings”), a Delaware limited liability company. ABPCIC BE Holdings is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

The Fund is an investment company under accounting principles generally accepted in the United States of America (“~~U.S.~~ GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) ~~ASC~~Accounting Standards Codification (“ASC”) 946,Financial Services – Investment Companies. ~~Actual~~The Fund has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, we have not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results ~~could differ~~ from ~~those estimates.~~operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

The functional currency of the Fund is U.S. dollars and these consolidated financial statements have been prepared in ~~conformity with U.S. GAAP, which requires~~that currency.

The Fund will generally consolidate any wholly or substantially owned subsidiary when the ~~use~~design and purpose of ~~estimates~~the subsidiary is to act as an extension of the Fund’s investment operations and ~~assumptions that affect~~to facilitate the ~~reported amounts~~execution of the Fund’s investment strategy. Accordingly, the Fund consolidated the results of its subsidiaries (ABPCIC Funding, CLO VI, ABPCIC NC, ABPCIC Concerto, ABPCICE, ABPCIC Funding II, ABPCIC Funding III, ABPCIC Global Radar and ~~disclosures~~ABPCIC BE Holdings) in ~~the~~its consolidated financial statements. ~~Actual~~The portion of net assets that is attributable to non-controlling interest in ABPCICE is presented as “Non-Controlling Interest in ABPCIC Equity Holdings, LLC”, a component of total equity, on the Fund’s consolidated statements of assets and liabilities. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the current presentation, with no significant effect on our financial condition, results of operations or cash flows.

Cash and ~~results could differ from these estimates, and such differences could be material.~~Cash Equivalents

~~The following is a summary of significant accounting policies followed by the Fund.~~

Cash consists of demand ~~deposits.~~deposits and money market accounts. Cash is carried at cost, which approximates fair value. The Fund maintains deposits of its cash with financial institutions, and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Fund considers all highly liquid investments, with original maturities of less than ninety days, as cash equivalents.

Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Realized gains and losses on investment transactions are determined on the specific identification method.

Certain investments in debt securities may contain a contractual payment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.

The Fund ~~intends~~may earn various fees during the life of the loans. Such fees include, but are not limited to, ~~elect~~syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned.

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. Nonaccrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of September 30, 2021, the Fund had certain investments held in one portfolio company on non-accrual status, which represented 0.60% and 0.16% of the total investments (excluding investments in cash equivalents, if any) at amortized cost and at fair value. As of December 31, 2020, the Fund had no investments on non-accrual status.

The Revolving Credit Facilities (as defined in Note 4) are recorded at carrying value, which approximates fair value. Interest expense and unused commitment fees on the Revolving Credit Facilities are recorded on an accrual basis. Unused commitment fees are included in interest and borrowing expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Revolving Credit Facilities. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and borrowing expenses in the consolidated statements of operations, with any unamortized amounts included in deferred financing costs on the consolidated statements of assets and liabilities.

The Notes (as defined in Note 4) are recorded at carrying value. Interest expense on notes payable is recorded on an accrual basis. Debt issuance costs relating to notes payable are amortized on a straight-line basis over the contractual term and included in interest and borrowing expenses in the consolidated statements of operations. The unamortized debt issuance costs are included as a direct reduction of the carrying value of the notes payable (i.e. a contra liability).

Upon early termination or partial principal pay down of the Notes, the unamortized costs related to the Notes are accelerated into interest and borrowing expenses on the Fund’s consolidated statements of operations.

The Fund may finance the purchase of certain investments through sale/buy-back agreements. In a sale/buy-back agreement, the Fund enters into a trade to sell an investment and contemporaneously enters into a trade to buy the same investment back on a specified date in the future with the same counterparty. The Fund uses sale/buy-back agreements as a short-term financing alternative to its existing Revolving Credit Facilities. The Fund accounts for its sale/buy-back agreements (the “Secured Borrowings”) as secured borrowings and continues to present the investment as an asset and the obligation to return the cash received as a liability within secured borrowings on the consolidated statements of assets and liabilities. Interest income earned on investments pledged under sale/buy-back agreements and financing charges associated with the sale/buy-back agreements are included within interest income and interest and borrowing expenses, respectively, on the consolidated statements of operations. Accrued interest receivable on investments and accrued financing charges on the sale/buy-back agreements are included within interest receivable and interest and borrowing expenses payable, respectively, on the consolidated statements of assets and liabilities.

ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax positions. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior two years), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as ~~amended.~~amended (the “Code”). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements quarterly, meet gross income requirements annually and file Form1120-RIC, as ~~defined~~provided by the ~~Internal Revenue~~ Code. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as required. For the three and nine months ended September 30, 2021, the Fund accrued excise taxes of $0 and $0, respectively. For the three and nine months ended September 30, 2020, the Fund accrued excise taxes of $0 and $0, respectively. As of September 30, 2021, and December 31, 2020, $0 and $0, respectively, of accrued excise taxes remained payable. For the three and nine months ended September 30, 2021, the Fund accrued state taxes of $300 and $78,497, respectively. For the three and nine months ended September 30, 2020, the Fund accrued state taxes of $0 and $0, respectively.

The Fund may be subject to taxes imposed by countries in which the Fund invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized gain (loss) as such income and/or gains are earned.

The Fund remains subject to examination by U.S. federal and state jurisdictions, as well as international jurisdictions, and upon completion of these examinations (if undertaken by the taxing jurisdiction) tax adjustments may be necessary and retroactive to all open tax years.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses recorded during the reporting period. Actual results could differ from those estimates and such differences could be material.

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its Shares. These book/tax differences are either temporary or permanent in nature. To the extent these

differences are permanent they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.

The Fund has adopted a dividend reinvestment plan that provides for stockholders to receive dividends or other distributions declared by the Board in cash unless a stockholder elects to “opt in” to the dividend reinvestment plan. As a result, if the Board declares a cash distribution, then the stockholders who have “opted in” to the dividend reinvestment plan will have their cash distributions automatically reinvested in additional Shares, rather than receiving the cash distribution.

In the normal course of business, the Fund enters into general business contracts that contain a variety of representations and warranties and which may provide for indemnification. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund expects the risk of material loss to be remote and no amounts have been recorded in the financial statement for such arrangements.

~~In November 2016,~~March 2020, the FASB issued ~~ASU~~Accounting Standards Update ~~2016-18,~~2020-04,~~Statement of Cash Flows~~ Reference Rate Reform (Topic ~~230)~~848): ~~Restricted Cash (a Consensus~~Facilitation of the ~~Emerging Issues Task Force)~~(“Effects of Reference Rate Reform on Financial Reporting (“ASU~~2016-18”~~2020-04”),. ~~which requires that~~This update provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by reference rate reform, if certain criteria are met. The amendments in this update are optional and effective from March 12, 2020 through December 31, 2022. Management is currently evaluating whether to employ the ~~statement of cash flows explain~~optional expedients or exceptions in ASU 2020-04, and have not used the ~~change during~~expedients or exceptions for the ~~period in the total of cash, cash equivalents, and amounts generally describes as restricted cash or restricted cash equivalents. ASU2016-18~~ ~~is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted.~~

Management does not believe this accounting standard, which is not yet effective, if currently adopted, would have a material effect on the accompanying financial statements. The Adviser is assessing the impact this accounting standard will have once the Fund commences investment activities.nine months ended September 30, 2021.

On ~~July 5, 2017,~~November 13, 2019, the ~~Fund’s board of directors approved~~Fund entered into the ~~investment~~Amended and Restated Advisory Agreement (the “Amended and Restated Advisory Agreement”), replacing the advisory agreement the Fund entered into with the Adviser on July 27, 2017 (the “Advisory Agreement”), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets ~~will be~~is calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the calculation period. The base management fee ~~will be~~is calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid. The base management fee for any partial month or quarter ~~will be~~is appropriately prorated. For the three and nine months ended September 30, 2021, the Fund incurred a management fee of $2,633,349 and $7,068,507, respectively, of which $448,807 and $830,042, respectively, were voluntarily waived by the Adviser. For the three and nine months ended September 30, 2020, the Fund incurred a management fee of $1,563,422 and $4,359,381, respectively, of which $218,829 and $1,664,920, respectively, were voluntarily waived by the Adviser. As of September 30, 2021 and December 31, 2020, $2,184,542 and $1,533,338, respectively, of accrued management fee remained payable.

The Fund will also pay the Adviser an incentive fee that provides the Adviser with a share of the income that the Adviser generates for the Fund. The incentive fee will consist of an income-based incentive fee component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.

Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Fund’s net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees(“Pre-incentive Fee Net Investment Income” or “PIFNII”) for the quarter, as further described below.~~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, diligence, managerial and consulting fees or

other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we have entered into with State Street Bank and Trust ~~Company~~ (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.~~ 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~~pay-in-kind interest and ~~zero coupon~~zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.

PIFNII does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the income-based incentive fee, it is possible that the Fund may accrue such income-based incentive fee in a quarter where the Fund incurs a net loss. For example, if the Fund receives~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII in excess of a hurdle rate (as defined below) for a quarter, the Fund will accrue the applicable income-based incentive fee even if the Fund has incurred a realized and/or unrealized capital loss in that quarter. However, cash payment of the income-based incentive fee may be deferred in this situation, subject to the restrictions detailed at the end of this section.

~~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 ~~end~~first day of each month during the course of the immediately preceding ~~fiscal~~calendar quarter, will be compared to various “hurdle rates,” with the income-based incentive fee rate of return increasing at each hurdle rate.

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

No income-based incentive fee in any calendar quarter in which~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII does not exceed 1.5% per quarter ~~(approximately 6%~~(6% per annum), the “6% Hurdle Rate”;

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

10.0% of the amount of~~Pre-incentive~~ ~~Fee Net Investment Income,~~ PIFNII, if any, that exceeds the 6%Catch-up Cap, but is less than 1.94% (the “7% Hurdle Rate”), approximately 7.78% per annum. The 7% Hurdle Rate is meant to limit the Adviser to 10% of the~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII until the amount of~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII exceeds 1.94%, approximately 7.78% per annum; and

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

15.0% of the amount of~~Pre-incentive~~ ~~Fee Net Investment Income,~~ PIFNII, if any, that exceeds the 7%Catch-up Cap, but is less than 2.35% (the “8% Hurdle Rate”, approximately 9.41% per annum). The 8% Hurdle Rate is meant to limit the Adviser to 15% of the~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII until the amount of~~Pre-incentive~~ ~~Fee Net Investment Income~~ PIFNII exceeds ~~2.06%~~2.35%, approximately 9.41% per annum; and

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

20.0% of the amount of~~Pre-incentive~~ ~~Fee Net Investment Income,~~ PIFNII, if any, that exceeds 2.50% in any calendar quarter.

For the three and nine months ended September 30, 2021, the Fund incurred income-based incentive fees of $876,623 and $2,273,106, respectively. For the three and nine months ended September 30, 2020, the Fund incurred income-based incentive fees of $326,274 and $1,382,704, respectively, of which $0 and $486,784, respectively, were voluntarily waived by the Adviser. As of September 30, 2021 and December 31, 2020, $876,623 and $2,353,074, respectively, of accrued income-based incentive fees remained payable.

Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at the end of each fiscal year as ~~17.5%~~20% of aggregate cumulative realized capital gains from the date of the Fund’s election to be regulated as a BDC through the end of that year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, “aggregate cumulative realized capital gains” will not include any unrealized appreciation. ~~It should be noted, however, that the Fund will accrue an incentive fee for accounting purposes taking into account any unrealized appreciation in accordance with U.S. GAAP.~~ For accounting purposes only, ~~in order~~we are required under GAAP to ~~reflect the theoretical capital gains incentive fee that would be payable for~~accrue a ~~given period as if all unrealized gains were realized, the Fund will accrue a~~hypothetical capital gains incentive fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the Amended and Restated Advisory Agreement), plus unrealized appreciation on investments held at the end of the period. The accrual of this hypothetical capital gains incentive fee assumes all unrealized capital gain and loss is realized in order to reflect a hypothetical capital gains incentive fee that would be payable to the Adviser at each measurement date. The capital gains incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee will be payable for such year. Additionally, if the Amended and Restated Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

Since inception, no capital gains incentive fees have been incurred or are payable as of September 30, 2021 and December 31, 2020.

The amount of capital gains incentive fee expense related to a hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.

The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter ~~period~~periods ending on or prior to the date such payment is to be made, the sum of (a) the~~pre-incentive~~ ~~fee net investment income,~~ PIFNII, and (b) the realized capital gain / loss and (c) unrealized capital appreciation/ depreciation expressed as a rate of return on the value of our net assets, is less than 6.0%. Any such deferred fees are carried over for payment in subsequent calculation periods to the extent such payment is payable under the Amended and Restated Advisory Agreement.

Administration Agreement and Expense Reimbursement Agreement

We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. We will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Expense Support and Conditional Reimbursement Agreement

On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain of the Fund’s Operating Expenses, as defined ~~in the Expense Support and Conditional Reimbursement Agreement,~~below, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit.”

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the ~~Advisor~~Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and ~~shareholder~~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 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 the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as

defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a365- day year) of regular cash distributions per ~~share~~Share exclusive of returns of capital, distribution rate reductions due to distribution and ~~shareholder~~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 the Fund’s average net assets in such quarter.

with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Amended and Restated Advisory Agreement, or (b) the ~~board of directors~~Board of the Fund ~~makes~~making 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 September 30, ~~2017,~~2021, the amount of Expense Payments provided by the Adviser since inception is ~~$1,002,147. Management believes that a Reimbursement Payment by the Fund to the Adviser were not probable under the terms of the Expense Support Agreement as of September 30, 2017.~~$4,874,139. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:


For the Quarter Ended	Amount of Expense Support		Effective Rate of Distribution per Share⁽¹⁾		Reimbursement Eligibility Expiration		Percentage limit⁽²⁾
For the Quarters Ended										Amount of Expense Support		Amount of Reimbursement Payment		Amount of Unreimbursed Expense Support		Effective Rate of Distribution per Share ⁽¹⁾			Reimbursement Eligibility Expiration		Percentage Limit⁽²⁾
September 30, 2017	$	1,002,147		n/a		September 30, 2020		0.00	%	$	1,002,147	$	1,002,147	$	—		n/a			September 30, 2020		1.5	%
December 31, 2017											1,027,398		1,027,398		—		n/a			December 31, 2020		1.5	%
March 31, 2018											503,592		503,592		—		n/a			March 31, 2021		1.5	%
June 30, 2018											1,086,482		755,992		330,490		4.787	%		June 30, 2021		1.0	%
September 30, 2018											462,465		462,465		—		4.715	%		September 30, 2021		1.0	%
December 31, 2018											254,742		—		254,742		6.762	%		December 31, 2021		1.0	%
March 31, 2019											156,418		75,724		80,694		5.599	%		March 31, 2022		1.0	%
June 30, 2019											259,263		—		259,263		6.057	%		June 30, 2022		1.0	%
September 30, 2019											31,875		—		31,875		5.154	%		September 30, 2022		1.0	%
December 31, 2019											—		—		—		6.423	%		December 31, 2022		1.0	%
March 31, 2020											89,757		—		89,757		10.17	%		March 31, 2023		1.0	%
June 30, 2020											—		—		—		5.662	%		June 30, 2023		1.5	%
September 30, 2020											—		—		—		6.063	%		September 30, 2023		1.5	%
December 31, 2020											—		—		—		6.266	%		December 31, 2023		1.5	%
March 31, 2021											—		—		—		6.241	%		March 31, 2024		1.0	%
June 30, 2021											—		—		—		6.219	%		June 30, 2024		1.0	%
September 30, 2021											—		—		—		6.503	%		September 30, 2024		1.0	%

Total	$	1,002,147								$	4,874,139	$	3,827,318	$	1,046,821

(1)

The effective rate of distribution per ~~share~~Share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular ~~weekly~~quarterly cash distributions per ~~share~~Share as of such date without compounding), divided by the Fund’s gross offering price per ~~share~~Share as of such date.

(2)	Represents the actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets.

Transfer Agency Agreement

On September 26, 2017, the Fund and AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Fund, entered into an agreement pursuant to which ABIS will provide transfer agent services to the Fund. The Fund bears the expenses related to the agreement with ABIS.

~~4. Organizational~~For the three and ~~Offering Expenses~~

~~Organization costs include, among other things,~~nine months ended September 30, 2021, the ~~cost of organizing as a Maryland corporation, including~~Fund accrued $20,455 and $56,190 in transfer agent fees, respectively. For the ~~cost of legal services~~three and ~~other~~nine months ended September 30, 2020, the Fund accrued $13,083 and $36,390 in transfer agent fees, pertaining to the Fund’s organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Fund’s private placement memorandum and other offering documents, including travel-related expenses.respectively. As of September 30, 2021 and December 31, 2020, $20,455 and $13,809, respectively, of accrued transfer agent fees remained payable.

4. Borrowings

Credit Facilities

On November 15, 2017, ~~total organization~~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 “HSBC Administrative Agent”). The maximum commitment amount (the “HSBC Maximum Commitment”) under the HSBC Credit Facility was initially $30 million and may be increased in a minimum amount of $10 million and in $5 million increments thereof with the consent of HSBC or reduced upon request of the Fund. As of January 31, 2019, the Fund has increased the HSBC Maximum Commitment to $50 million. So long as no request for borrowing is outstanding, the Fund may terminate the lenders’ commitments (the “Commitments”) or reduce the HSBC Maximum Commitment by giving prior irrevocable written notice to the HSBC Administrative Agent. Any reduction of the HSBC Maximum Commitment 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 Agreement may be used for any purpose permitted under the Fund’s organizational documents, including general corporate purposes such as the making of investments. The HSBC Credit Agreement contains certain customary covenants and events of default, with customary cure and notice provisions. As of September 30, 2021, the Fund is in compliance with these covenants. The Fund’s obligations under the HSBC Credit Agreement are secured by the Capital Commitments and capital contributions.

Borrowings under the HSBC Credit Agreement bear interest, at the Fund’s election at the time of drawdown, at a rate per annum equal to (i) with respect to LIBOR Rate Loans (as defined in the HSBC Credit Agreement), Adjusted LIBOR (as defined in the HSBC Credit Agreement) for the applicable Interest Period (as defined in the HSBC Credit Agreement); and (ii) with respect to Reference Rate Loans (as defined in the HSBC Credit Agreement), the greatest of: (x) the rate of interest per annum publicly announced from time to time by HSBC as its prime rate, (y) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day (as defined in the HSBC Credit Agreement), the average of the quotation for such day on such transactions received by the HSBC Administrative Agent, from three (3) Federal funds brokers of recognized standing selected by the HSBC Administrative Agent and, upon request of Borrowers (as defined in the HSBC Credit Agreement), with notice of such quotations to the Borrowers and (z) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus one hundred ninety basis points (1.90%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments.

On November 10, 2020, the Fund entered into an amendment to the HSBC Credit Agreement (the “HSBC Credit Agreement Amendment”) concerning the HSBC Credit Facility. The HSBC Credit Agreement Amendment (i) extended the maturity date of the HSBC Credit Facility from November 11, 2020 to November 9, 2021, and (ii) inserted a provision permitting the Fund and the HSBC Administrative Agent to, upon the occurrence of certain conditions, amend the HSBC Credit Agreement to replace references to LIBOR with references to an alternate benchmark rate that may include a forward-looking rate based on the Secured Overnight Financing Rate or another alternate benchmark rate subject to certain conditions.

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 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 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 2019 (Delaware) Fund L.P., an affiliate of the Fund, as initial borrower, 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, 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%.

On October 15, 2020, 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, National Association (“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”). As of April 16, 2021, pursuant to an amendment to the loan financing and servicing agreement (the “Synovus Loan Agreement”) among ABPCIC Funding II, the Fund, as equity holder, the Adviser, as servicer (in such capacity, the “Synovus Servicer”), the lenders referred to therein, Synovus, as facility agent, and U.S. Bank, as Synovus Collateral Agent, Synovus Collateral Custodian and Synovus Securities Intermediary, the Fund increased the commitment of the existing lender by $20,000,000 from $100,000,000 to $120,000,000 and added WebBank as an additional lender with a commitment of $30,000,000.

The Synovus Credit Facility provides for borrowings in an aggregate amount up to $150,000,000. 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. Interest is payable quarterly in arrears. Any amounts borrowed under the Synovus Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) October 15, 2025 (or such later date mutually agreed to by ABPCIC Funding II and Synovus) or (ii) upon certain events which result in accelerated maturity under the agreements establishing the Synovus Credit Facility. Borrowing under the Synovus Credit Facility is subject to certain restrictions contained in the 1940 Act.

Borrowings under the Synovus Credit Facility are secured by all of the assets held by ABPCIC Funding II. Pursuant to the agreements establishing the Synovus Credit Facility, the Adviser will perform certain duties with respect to the purchase and management of the assets securing the Synovus Credit Facility. The Adviser will not receive a fee for these services so long as the Adviser or an affiliate thereof continues providing such services. ABPCIC Funding II will reimburse all reasonable expenses, disbursements and advances incurred or made by the Adviser in the performance of its obligations relating to the Synovus Credit Facility.

All of the collateral pledged to the lenders by ABPCIC Funding II under the Synovus Credit Facility is held in the custody of the Synovus Collateral Custodian or the Synovus Securities Intermediary. The Synovus Collateral Custodian will maintain and perform certain custodial services with respect to the collateral pledged to support the Synovus Credit Facility. As compensation for the services rendered by U.S. Bank in its capacities as Synovus Collateral Custodian and Synovus Collateral Agent, ABPCIC Funding II will pay U.S. Bank, on a quarterly basis, customary fee amounts and reimburse U.S. Bank for its reasonable out-of-pocket expenses. The Synovus Credit Facility contains certain customary covenants and events of default, with customary cure and notice provisions. As of September 30, 2021, the Fund is in compliance with these covenants.

On March 24, 2021, 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 $150,000,000. Borrowings under the Natixis Credit Agreement 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. Interest is payable quarterly in arrears. Any amounts borrowed under the Natixis Credit Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) March 24, 2031 (or such later date mutually agreed to by ABPCIC Funding III and the Natixis Administrative Agent) or (ii) upon certain other events which result in accelerated maturity under the Natixis Credit Facility. Borrowing under the Natixis Credit Facility is subject to certain restrictions contained in the 1940 Act.

Borrowings under the Natixis Credit Agreement are secured by all of the assets held by ABPCIC Funding III. Pursuant to the Natixis Collateral Management Agreement, the Natixis Collateral Manager will perform certain duties with respect to the purchase and management of the assets securing the Natixis Credit Facility. The Natixis Collateral Manager will not receive a fee for these services so long as the Adviser or an affiliate thereof continues providing such services. ABPCIC Funding III will reimburse the expenses incurred ~~amounted to $467,000. Offering~~by the Natixis Collateral Manager in the performance of its obligations under the Natixis Collateral Management Agreement other than any ordinary overhead expenses, which ~~are being deferred, totaled $236,000, which~~shall not be reimbursed. ABPCIC Funding III has made customary representations and warranties under the Natixis Collateral Management Agreement and is ~~being amortized~~required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

All of the collateral pledged to the lenders by ABPCIC Funding III under the Natixis Credit Agreement is held in the custody of the Natixis Custodian under the Natixis Account Control Agreement. The Natixis Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to the Natixis Collateral Administration

Agreement. As compensation for the services rendered by the Natixis Collateral Administrator, ABPCIC Funding III will pay the Natixis Collateral Administrator, on a ~~straight line~~quarterly basis, ~~over a one year period starting~~customary fee amounts and reimburse the Natixis Collateral Administrator for its reasonable out-of-pocket expenses. The Natixis Collateral Administration Agreement and the obligations of the Natixis Collateral Administrator will continue until the earlier of (i) the liquidation of the collateral and the final distribution of the proceeds of such liquidation, (ii) the date on which all obligations have been paid in full or (iii) the termination of the Natixis Collateral Management Agreement.

On July 1, 2021, ABPCIC Funding III entered into an amendment to the Natixis Credit Agreement providing for, among other things, an upsize of the aggregate principal amount of the commitments under the Natixis Credit Agreement from ~~September 29, 2017.~~$100,000,000 to $150,000,000.

~~For~~The Fund’s outstanding borrowings through the ~~quarter ended~~Revolving Credit Facilities as of September 30, ~~2017,~~2021 were as follows:


	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
HSBC	$	50,000,000	$	18,000,000	$	32,000,000	$	18,000,000
Synovus		150,000,000		114,300,000		35,700,000		114,300,000
Natixis		150,000,000		132,400,000		17,600,000		132,400,000

Total	$	350,000,000	$	264,700,000	$	85,300,000	$	264,700,000

The Fund’s outstanding borrowings through the ~~Adviser had reimbursed the above expenses~~Revolving Credit Facilities as ~~part~~ of ~~its Expense Payment, amounting to $467,647.~~December 31, 2020 were as follows:

~~5. Fund Expenses~~


	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
HSBC	$	50,000,000	$	46,000,000	$	4,000,000	$	46,000,000
Synovus		100,000,000		84,700,000		15,300,000		84,700,000

Total	$	150,000,000	$	130,700,000	$	19,300,000	$	130,700,000

As of September 30, ~~2017,~~2021 and December 31, 2020, deferred financing costs were $2,282,355 and $1,648,701, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

Collateralized Loan Obligations

On August 9, 2019, CLO VI (the “Issuer”) and ABPCI Direct Lending Fund CLO VI LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the “CLO Transaction”). The stated reinvestment date is August 9, 2022.

The CLO Transaction was executed through a private placement and the notes offered (the “Notes”) that remain outstanding as of September 30, 2021 and December 31, 2020 were as follows:


September 30, 2021
	Principal Amount		Interest Rate			Carrying Value⁽¹⁾
Class A-1 Senior Secured Floating Rate Note (“Class A-1”)	$	178,200,000		L + 1.73	%	$	177,402,350
Class A-2A Senior Secured Floating Rate Note (“Class A-2A”)	$	25,000,000		L + 2.45	%	$	24,888,096
Class A-2B Senior Secured Fixed Rate Note (“Class A-2B”)	$	9,950,000		4.23	%	$	9,882,591
Class B Secured Deferrable Floating Rate Note (“Class B”)	$	16,400,000		L + 3.40	%	$	—	*
Class C Secured Deferrable Floating Rate Note (“Class C”)	$	17,350,000		L + 4.40	%	$	—	*
Subordinated Notes	$	53,600,000		N/A		$	—	*

*	Class B, Class C and Subordinated Notes have been eliminated in consolidation.

(1)	Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $22,974 and $953,989, respectively, as of September 30, 2021 and are reflected on the consolidated statements of assets and liabilities.


December 31, 2020
	Principal Amount		Interest Rate			Carrying Value⁽¹⁾
Class A-1 Senior Secured Floating Rate Note (“Class A-1”)	$	178,200,000		L + 1.73	%	$	176,706,612
Class A-2A Senior Secured Floating Rate Note (“Class A-2A”)	$	25,000,000		L + 2.45	%	$	24,790,490
Class A-2B Senior Secured Fixed Rate Note (“Class A-2B”)	$	9,950,000		4.23	%	$	9,840,396
Class B Secured Deferrable Floating Rate Note (“Class B”)	$	16,400,000		L + 3.40	%	$	—	*
Class C Secured Deferrable Floating Rate Note (“Class C”)	$	17,350,000		L + 4.40	%	$	—	*
Subordinated Notes	$	53,600,000		N/A		$	—	*

*	Class B, Class C and Subordinated Notes have been eliminated in consolidation.

(1)	Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $26,440 and $1,786,062, respectively, as of December 31, 2020 and are reflected on the consolidated statements of assets and liabilities.

The Notes are scheduled to mature on August 9, 2030.

The CLO VI indenture provides that the holders of the CLO VI Class A-1, Class A-2A, Class A-2B, Class B and Class C Notes are to receive quarterly interest payments, in arrears, on the 20th day in January, April, July and October of each year, commencing in August 2019.

The Notes are the secured obligations of the Co-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and ~~its affiliates have~~the Issuer (the “CLO Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement. For the three and nine months ended September 30, 2021, the Fund incurred ~~expenses~~collateral management fees of ~~approximately $534,500~~$464,717 and $1,378,975, respectively, which were voluntarily waived by the Adviser. For the three and nine months ended September 30, 2020, the Fund incurred collateral management fees of $462,788 and $1,380,737, respectively, which were voluntarily waived by the Adviser.

Secured Borrowings

From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on ~~behalf~~a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.

On September 29, 2020, the Fund ~~in relation~~entered into a sale/buy-back agreement with Macquarie US Trading LLC (“Macquarie”), and pursuant to ~~professional fees~~the 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 had a funding cost of 1.25 bps per day and was not subject to any additional fees. On January 14, 2021, the Fund repurchased the assets it assigned to Macquarie pursuant to the Macquarie Sale/Buy-Back. As of September 30, 2021, Secured Borrowings pursuant to the Macquarie Sale/Buy-Back were $0. As of December 31, 2020, Secured Borrowings pursuant to the Macquarie Sale/Buy-Back were $18,870,856, with a maturity of less than thirty days. Interest expense on Secured Borrowings for ~~insurance, legal, audit~~the three and ~~tax services~~nine months ended September 30, 2021, were $0 and ~~board~~$30,665, respectively.

There were no Secured Borrowings outstanding as of ~~directors’ compensation costs.~~September 30, 2021.

Secured Borrowings outstanding as of December 31, 2020 were as follows:

Loan Name

Trade Date

Maturity Date

bps Daily Rate

Amount

Businessolver.com, Inc.

12/23/2020

60 days or less from trade date

1.25

5,312,058

Medbridge Holdings, LLC

12/23/2020

60 days or less from trade date

1.25

7,710,514

Higginbotham Insurance Agency, Inc.

12/23/2020

60 days or less from trade date

1.25

5,848,284

18,870,856

As of September 30, 2021 and December 31, 2020, outstanding borrowings under the Revolving Credit Facilities, Notes and Secured Borrowings were $476,873,037 and $360,908,354, respectively.

For the ~~quarter~~three and nine months ended September 30, ~~2017,~~2021 and September 30, 2020, the components of interest and other debt expenses related to the borrowings were as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Interest and borrowing expenses	$	2,906,893		$	1,434,018		$	7,482,064		$	5,509,431
Commitment fees		117,944			16,445			277,805			55,592
Amortization of discount, debt issuance and deferred financing costs		773,178			303,255			1,905,402			775,460

Total	$	3,798,015		$	1,753,718		$	9,665,271		$	6,340,483

Weighted average interest rate ⁽¹⁾		2.49	%		2.33	%		2.50	%		3.04	%
Average outstanding balance	$	463,169,565		$	244,838,696		$	399,802,275		$	242,281,387

(1)	Calculated as the amount of the stated interest and borrowing expenses divided by average borrowings during the period.

5. Fair Value Measurement

In accordance with ASC 820, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability as of the reporting date.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – Quoted prices in active markets for identical investments.

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

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments at the reporting date).

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

The determination of what constitutes “observable” requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

For certain investments, the Fund uses the net asset value of these investments as a practical expedient to determine their fair value. Due to the uncertainty inherent in valuing such positions, their estimated values could differ significantly from the values that could have been used had a ready market for such positions existed.

Valuation of Investments

Investments are valued at fair value as determined in good faith by our Board, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation under a valuation policy. This valuation process is conducted at the end of each fiscal quarter.

The fair values of loan investments based upon pricing data vendors or observable market price quotations are generally categorized as Level 2; however, those priced using models with significant unobservable inputs are categorized as Level 3.

In determining the fair value of the Fund’s Level 3 debt and equity positions, the Adviser and the independent valuation firms use the following factors where relevant: loan to value (“LTV”) based on an enterprise value determined using the original purchase price, public equity comparable, recent M&A transaction, and a discounted cash flow (“DCF”) analysis, and yields from comparable loans, comparable high yield bonds, high yield indexes and loan indexes(“comparable yields”).

Due to the inherent uncertainty of valuations, however, estimated fair values may differ from the values that would have been used had ~~reimbursed~~a readily available market for the ~~above expenses~~securities existed and the differences could be material.

The following tables summarize the valuation of the Fund’s investments as ~~part~~ of ~~its Expense Payment, amounting~~September 30, 2021:


Assets*	Level 1		Level 2		Level 3		Total
Cash Equivalents
Investment Companies	$	12,984,533	$	—	$	—	$	12,984,533

Total assets	$	12,984,533	$	—	$	—	$	12,984,533


Assets*	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	689,904,581	$	689,904,581
2nd Lien/Junior Secured Debt		—		—		11,515,230		11,515,230
Preferred Stock		—		—		12,602,238		12,602,238
Common Stock		279,327		—		2,710,935		2,990,262
Warrants		15,656		—		1,085,549		1,101,205
Investments valued at NAV								1,528,180

Total assets	$	294,983	$	—	$	717,818,533	$	719,641,696

*	See consolidated schedule of investments for industry classifications.

The following table summarizes the valuation of the Fund’s investments as of December 31, 2020:


Assets*	Level 1		Level 2		Level 3		Total
Cash Equivalents
Investment Companies	$	7,022,133	$	—	$	—	$	7,022,133

Total assets	$	7,022,133	$	—	$	—	$	7,022,133


Assets*	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	511,197,686	$	511,197,686
2nd Lien/Junior Secured Debt		—		—		11,396,369		11,396,369
Preferred Stock		—		—		7,495,949		7,495,949
Common Stock		287,775		—		2,375,265		2,663,040
Warrants		—		—		281,986		281,986

Total assets	$	287,775	$	—	$	532,747,255	$	533,035,030

*	See consolidated schedule of investments for industry classifications.

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2021:


	1st Lien/Senior Secured Debt			2nd Lien/ Junior Secured Debt		Common Stock			Preferred Stock			Warrants			Total
Balance as of January 1, 2021	$	511,197,686		$	11,396,369	$	2,375,265		$	7,495,949		$	281,986		$	532,747,255
Purchases (including PIK)		284,155,354			—		879,523			3,602,918			218,049			288,855,844
Sales and principal payments		(106,207,845	)		—		—			(467,356	)		—			(106,675,201	)
Realized Gain (Loss)		(453,164	)		—		157,444			192,020			(615,168	)		(718,868	)
Net Amortization of Premium/Discount		2,564,778			19,820		—			—			—			2,584,598
Transfers In		—			—		—			—			—			—
Transfers Out		(8,354,187	)		—		(735,350	)		—			(23,721	)		(9,113,258	)
Net Change in Unrealized Appreciation (Depreciation)		7,001,959			99,041		34,053			1,778,707			1,224,403			10,138,163

Balance as of September 30, 2021	$	689,904,581		$	11,515,230	$	2,710,935		$	12,602,238		$	1,085,549		$	717,818,533

Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	6,410,045		$	99,041	$	34,053		$	1,778,707		$	644,461		$	8,966,307

For the nine months ended September 30, 2021, amounts of $8,354,187 were transferred out of Level 3 to ~~$534,500.~~Level 2 due to the improved transparency of the price inputs used in the valuation of these positions. Amounts of $23,721 were transferred out of Level 3 to Level 1 as readily observable prices are now available for these positions. Further amounts of $735,350 were transferred out of Level 3 but into no other level; these positions are now valued using their net asset values as a practical expedient and therefore are excluded from levels 1, 2 or 3. There were no transfers into Level 3.

The following is a reconciliation of Level 3 assets for the year ended December 31, 2020:


	1st Lien/Senior Secured Debt			2nd Lien/ Junior Secured Debt		Common Stock		Preferred Stock			Warrants			Total
Balance as of January 1, 2020	$	318,300,993		$	7,620,547	$	1,518,353	$	4,861,847		$	631,366		$	332,933,106
Purchases (including PIK)		279,269,615			3,652,564		170,276		2,573,882			105,898			285,772,235
Sales and principal payments		(95,946,474	)		—		—		(777,440	)		—			(96,723,914	)
Realized Gain (Loss)		20,809			—		—		548,560			—			569,369
Net Amortization of Premium/Discount		2,441,903			13,547		—		—			—			2,455,450
Transfers In		12,092,212			—		—		—			—			12,092,212
Transfers Out		—			—		—		—			—			—
Net Change in Unrealized Appreciation (Depreciation)		(4,981,372	)		109,711		686,636		289,100			(455,278	)		(4,351,203	)

Balance as of December 31, 2020	$	511,197,686		$	11,396,369	$	2,375,265	$	7,495,949		$	281,986		$	532,747,255

Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	(5,261,160	)	$	109,711	$	686,636	$	289,100		$	(455,278	)	$	(4,630,991	)

For the year ended December 31, 2020, there were transfers of $12,092,212 from Level 2 to Level 3 fair value measurements for the Fund due to lack of observability and liquidity. There were no transfers from Level 3.

The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of September 30, 2021 and December 31, 2020, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments.

Fair Value
as of
September 30, 2021

Valuation

Techniques

Unobservable

Input

Range

(Weighted
Average)⁽¹⁾

Impact to

Valuation from

an Increase in

Input

Assets:

1st Lien/Senior Secured Debt

634,297,394

Market Yield Analysis

Market Yield

4.4% - 14.4%

(7.5%)

Decrease

3,603,187

Market Approach

EBITDA Multiple

3.2x

Increase

1,122,993

Liquidation Value

Recovery Rate

24.9%

Increase

50,881,007

Recent Purchase

Purchase Price

N/A

2nd Lien/Junior Secured Debt

11,515,230

Market Yield Analysis

Market Yield

8.2% - 9.9%

(9.5%)

Decrease

Common Stock

1,872,014

Market Approach

EBITDA Multiple

9.0x - 16.0x

(12.4x)

Increase

161,809

Market Approach

Revenue Multiple

56.9x

Increase

397,654

Market Approach

Network Cashflow Multiple

40.0x

Increase

279,458

Recent Purchase

Purchase Price

N/A

Preferred Stock

4,788,456

Market Approach

EBITDA Multiple

3.2x - 17.8x

(9.7x)

Increase

6,992,386

Market Approach

Revenue Multiple

3.5x - 23.0x

(10.4x)

Increase

821,396

Recent Purchase

Purchase Price

N/A

Warrants

1,085,549

Market Approach

Revenue Multiple

2.9x - 17.2x

(10.6x)

Increase

Total Assets

717,818,533

(1)	Weighted averages are calculated based on fair value of investments.

Fair Value
as of
December 31, 2020

Valuation

Techniques

Unobservable

Input

Range

(Weighted
Average)⁽¹⁾

Impact to

Valuation from

an Increase in

Input

Assets:

1st Lien/Senior Secured Debt

329,808,025

Market Yield Analysis

Market Yield

5.0% - 18.5%

(7.8%)

Decrease

6,586,623

Market Approach

EBITDA Multiple

1.9x - 10.2x

(4.0x)

Increase

10,538,095

Expected Repayment

Redemption Price

N/A

Increase

13,914,273

Recent Transaction

Transaction Price

N/A

150,350,670

Recent Purchase

Purchase Price

N/A

2nd Lien/Junior Secured Debt

7,740,139

Market Yield Analysis

Market Yield

8.6% - 9.0%

(8.9%)

Decrease

3,656,230

Recent Purchase

Purchase Price

N/A

Common Stock

1,233,165

Market Approach

EBITDA Multiple

10.0x - 16.0x

(14.1x)

Increase

735,350

Market Approach

Recurring Revenue Multiple

5.0x

Increase

406,750

Recent Transaction

Transaction Price

N/A

Preferred Stock

2,751,077

Market Approach

EBITDA Multiple

8.3x - 13.6x

(11.8x)

Increase

2,214,811

Market Approach

Revenue Multiple

8.9x - 23.1x

(13.5x)

Increase

438,190

Recent Transaction

Transaction Price

N/A

2,091,871

Recent Purchase

Purchase Price

N/A

Warrants

146,098

Market Approach

Revenue Multiple

4.5x - 10.7x

(10.2x)

Increase

95,800

Recent Transaction

Transaction Price

N/A

40,088

Recent Purchase

Purchase Price

N/A

Total Assets

532,747,255

(1)	Weighted averages are calculated based on fair value of investments.

Financial Instruments Disclosed, But Not Carried, At Fair Value

The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of September 30, 2021 and the level of each financial liability within the fair value hierarchy.


	Carrying Value ⁽¹⁾		Fair Value		Level 1		Level 2		Level 3
Class A-1 Senior Secured Notes	$	177,402,350	$	179,091,000	$	—	$	—	$	179,091,000
Class A-2A Senior Secured Notes		24,888,096		25,500,000		—		—		25,500,000
Class A-2B Senior Secured Notes		9,882,591		10,472,375		—		—		10,472,375

Total	$	212,173,037	$	215,063,375	$	—	$	—	$	215,063,375

(1)	Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $22,974 and $953,989 as of September 30, 2021 and are reflected on the consolidated statements of assets and liabilities.

The following table presents the carrying value and fair value of the Fund’s financial liabilities disclosed, but not carried, at fair value as of December 31, 2020 and the level of each financial liability within the fair value hierarchy.


	Carrying Value ⁽¹⁾		Fair Value		Level 1		Level 2		Level 3
Class A-1 Senior Secured Notes	$	176,706,612	$	178,352,361	$	—	$	—	$	178,352,361
Class A-2A Senior Secured Notes		24,790,490		25,361,000		—		—		25,361,000
Class A-2B Senior Secured Notes		9,840,396		10,639,316		—		—		10,639,316

Total	$	211,337,498	$	214,352,677	$	—	$	—	$	214,352,677

(1)	Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $26,440 and $1,786,062 as of December 31, 2020 and are reflected on the consolidated statements of assets and liabilities.

6. Commitments & Contingencies

Commitments

The Fund may enter into commitments to fund investments. As of September 30, 2021, the Adviser believed that the Fund had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Fund’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Fund had the following unfunded commitments by investment types as of September 30, 2021:


Investment Type	Facility Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾
1st Lien/Senior Secured Debt
5 Bars, LLC	Delayed Draw Term Loan		09/27/2022	$	3,448,815	$	—
5 Bars, LLC	Revolver		09/27/2024		646,653		—
Accelerate Resources Operating, LLC	Revolver		02/24/2026		414,764		—
Activ Software Holdings, LLC,	Revolver		05/04/2027		648,837		—
AEG Holding Company, Inc.	Revolver		11/20/2023		1,116,864		—
Alphasense, Inc.	Delayed Draw Term Loan		12/22/2021		1,291,943		(6,460	)
Alphasense, Inc.	Revolver		05/29/2024		872,355		(4,362	)


Investment Type	Facility Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾
AmerCareRoyal, LLC	Delayed Draw Term Loan		10/26/2021	$	90,365	$	—
American Physician Partners, LLC	Revolver		12/21/2021		97,681		—
AMI US Holdings, Inc.	Revolver		04/01/2024		656,763		—
Analogic Corporation	Revolver		06/22/2023		213,889		(7,486	)
Arrowstream Acquisition Co., Inc.	Revolver		12/15/2025		386,309		(2,897	)
Avetta, LLC	Revolver		04/10/2024		494,396		—
Banneker V Acquisition, Inc.	Revolver		12/04/2025		259,299		—
BEP Borrower Holdco, LLC	Revolver		06/12/2024		429,435		(2,147	)
BK Medical Holding Company, Inc.	Revolver		06/22/2023		321,733		(804	)
BusinessSolver.com, Inc.	Revolver		05/15/2023		323,529		—
Captain D’s, Inc.	Revolver		12/15/2023		195,053		—
Caregiver 2, Inc.	Delayed Draw Term Loan		03/10/2023		1,052,115		(18,412	)
Coding Solutions Acquisition, Inc.	Delayed Draw Term Loan		12/31/2022		2,443,965		—
Coding Solutions Acquisition, Inc.	Revolver		12/31/2025		46,552		—
Community Based Care Acquisition, Inc.	Delayed Draw Term Loan		09/16/2023		2,159,533		(21,595	)
Community Based Care Acquisition, Inc.	Revolver		09/16/2027		604,669		(12,093	)
Cybergrants Holdings, LLC	Delayed Draw Term Loan		09/08/2023		1,151,751		(8,638	)
Cybergrants Holdings, LLC	Revolver		09/08/2027		1,151,751		(17,276	)
Datacor, Inc.	Delayed Draw Term Loan		12/28/2022		772,619		(2,704	)
Datacor, Inc.	Revolver		12/26/2025		643,849		(3,219	)
Degreed, Inc.	Delayed Draw Term Loan		03/24/2023		1,391,394		—
Degreed, Inc.	Revolver		05/31/2025		417,813		(1,045	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		09/18/2022		1,053,759		(121,182	)
Dillon Logistics, Inc.	Revolver		12/11/2023		30,562		(22,952	)
Dispatch Track, LLC	Revolver		12/17/2024		301,930		—
Engage2Excel, Inc.	Revolver		03/07/2023		9,423		(118	)
EnterpriseDB Corporation	Revolver		06/22/2026		1,012,902		(2,532	)
EvolveIP, LLC	Delayed Draw Term Loan		11/26/2021		642,451		—
EvolveIP, LLC	Revolver		06/07/2023		566,868		—
Exterro, Inc.	Revolver		05/31/2024		247,500		—
Faithlife, LLC	Delayed Draw Term Loan		09/19/2022		1,328,991		—
Faithlife, LLC	Revolver		09/18/2025		279,053		—
Fatbeam, LLC	Delayed Draw Term Loan		02/22/2022		1,609,623		(40,241	)
Fatbeam, LLC	Delayed Draw Term Loan		02/22/2023		1,609,623		(40,241	)
Fatbeam, LLC	Revolver		02/22/2026		643,849		(16,096	)
Finalsite Holdings, Inc.	Revolver		09/25/2024		253,142		(1,899	)
Foundation Risk Partners, Corp.	Delayed Draw Term Loan		12/30/2022		1,339,088		(2,717	)
Freddy’s Frozen Custard, L.L.C	Revolver		03/03/2027		412,270		—
Fuze, Inc.	Revolver		09/20/2024		1,111,471		(13,893	)
Galway Borrower, LLC	Delayed Draw Term Loan		09/30/2023		811,231		(8,112	)
Galway Borrower, LLC	Revolver		09/30/2027		270,410		(5,408	)
GHA Buyer, Inc.	Delayed Draw Term Loan		12/14/2021		58,528		—
GHA Buyer, Inc.	Revolver		06/24/2025		951,077		—
Global Radar Holdings, LLC	Revolver		12/31/2025		116,379		—
GlobalWebIndex Inc.	Delayed Draw Term Loan		12/30/2021		3,683,720		(119,721	)
Greenhouse Software, Inc.	Revolver		03/01/2027		1,232,251		(9,242	)
GS AcquisitionCo, Inc.	Revolver		05/22/2026		456,698		—
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan		11/25/2022		307,862		—
Iodine Software, LLC	Revolver		05/19/2027		1,315,128		(6,576	)
Kaseya, Inc.	Delayed Draw Term Loan		09/08/2023		596,401		—
Kaseya, Inc.	Revolver		05/02/2025		375,990		—
Kindeva Drug Delivery L.P.	Revolver		05/01/2025		815,162		(30,568	)
MBS Holdings, Inc.	Revolver		04/16/2027		974,169		(9,742	)
Medbridge Holdings, LLC	Revolver		12/23/2026		1,146,856		—
Medical Management Resource Group, LLC	Delayed Draw Term Loan		09/30/2023		1,582,075		(15,821	)
Medical Management Resource Group, LLC	Revolver		09/30/2026		316,415		(6,328	)
MedMark Services, Inc.	Delayed Draw Term Loan		06/11/2023		780,246		(1,951	)


Investment Type	Facility Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾
Metametrics, Inc.	Revolver		09/10/2025	$	651,183	$	—
Moon Buyer, Inc.	Delayed Draw Term Loan		10/21/2022		4,538,792		—
Moon Buyer, Inc.	Revolver		04/21/2027		1,163,793		—
MSM Acquisitions, Inc.	Delayed Draw Term Loan		01/30/2023		3,199,307		(7,998	)
MSM Acquisitions, Inc.	Revolver		12/09/2026		1,194,419		(5,972	)
Netwrix Corporation And Concept Searching Inc.	Delayed Draw Term Loan		03/23/2022		1,655,707		—
Netwrix Corporation And Concept Searching Inc.	Revolver		09/30/2026		166,551		—
OMH-HealthEdge Holdings, LLC	Revolver		10/24/2024		458,721		(1,147	)
Pace Health Companies, LLC	Revolver		08/02/2024		616,682		—
PerimeterX, Inc.	Delayed Draw Term Loan		05/23/2022		698,833		(5,241	)
PerimeterX, Inc.	Revolver		11/22/2024		279,533		(2,097	)
Pinnacle Treatment Centers, Inc.	Delayed Draw Term Loan		01/17/2022		234,363		—
Pinnacle Treatment Centers, Inc.	Revolver		12/31/2022		292,954		—
Redwood Family Care Network, Inc.	Delayed Draw Term Loan		12/18/2022		2,484,335		—
Redwood Family Care Network, Inc.	Revolver		06/18/2026		588,705		—
Rep Tec Intermediate Holdings, Inc.	Revolver		06/19/2025		442,112		—
Salisbury House, LLC	Revolver		08/30/2025		448,343		(12,329	)
Sauce Labs, Inc.	Delayed Draw Term Loan		02/12/2023		1,922,732		(19,227	)
Sauce Labs, Inc.	Revolver		08/16/2027		1,281,821		(25,636	)
SCA Buyer, LLC	Revolver		01/20/2026		515,079		(1,288	)
SecureLink, Inc.	Revolver		10/01/2025		439,523		(1,099	)
Single Digits, Inc.	Revolver		12/21/2023		416,148		(2,081	)
Sirsi Corporation	Revolver		03/15/2024		553,741		(1,384	)
SIS Purchaser, Inc.	Revolver		10/15/2026		1,165,951		—
Smartlinx Solutions, LLC	Revolver		03/04/2026		519,484		—
Smile Brands, Inc.	Revolver		10/12/2025		254,808		(1,274	)
Streamsets, Inc.	Revolver		11/25/2024		350,524		(11,392	)
SugarCRM, Inc.	Revolver		07/31/2024		310,244		—
Sundance Group Holdings, Inc	Delayed Draw Term Loan		07/02/2023		3,547,253		(70,945	)
Sundance Group Holdings, Inc	Revolver		07/02/2027		1,418,901		(28,378	)
Swiftpage, Inc.	Revolver		06/13/2023		225,317		(1,690	)
Sysnet North America, Inc.	Delayed Draw Term Loan		12/30/2021		3,863,094		(28,973	)
TA/WEG Holdings, LLC	Delayed Draw Term Loan		08/13/2022		6,332,106		(15,830	)
TA/WEG Holdings, LLC	Revolver		10/04/2027		94,982		(475	)
Telcor Buyer, Inc.	Revolver		08/20/2027		290,770		(4,362	)
Telesoft Holdings, LLC	Revolver		12/16/2025		596,866		(2,984	)
The Center for Orthopedic and Research Excellence, Inc.	Revolver		08/15/2025		586,952		(2,935	)
Thrive Buyer, Inc	Revolver		01/22/2027		750,834		—
Thrive Buyer, Inc.	Delayed Draw Term Loan		06/30/2023		3,376,678		—
Towerco IV Holdings, LLC	Delayed Draw Term Loan		10/23/2023		3,913,836		(39,138	)
TRGRP, Inc.	Revolver		11/01/2023		333,333		—
Ungerboeck Systems International, LLC	Revolver		04/30/2027		161,195		—
Valcourt Holdings II, LLC	Delayed Draw Term Loan		01/07/2023		1,181,889		—
Vectra AI, Inc.	Delayed Draw Term Loan		03/18/2023		2,327,586		(52,371	)
Vectra AI, Inc.	Revolver		03/18/2026		232,759		(5,237	)
Velocity Purchaser Corporation	Revolver		12/01/2022		193,237		—
ZBS Alliance Animal Health, LLC	Delayed Draw Term Loan		10/19/2022		734,504		(11,017	)
ZBS Alliance Animal Health, LLC	Delayed Draw Term Loan		06/02/2023		2,342,556		(35,138	)
ZBS Alliance Animal Health, LLC	Revolver		11/08/2025		680,340		(10,205	)

Total 1st Lien/Senior Secured Debt					112,017,173		(992,321	)

Foundation Risk Partners, Corp.	Delayed Draw Term Loan		12/30/2022		1,256,896		—

Total 2nd Lien/Senior Secured Debt					1,256,896		—

Total				$	113,274,069	$	(992,321	)

The Fund had the following unfunded commitments by investment types as of December 31, 2020:


Investment Type	Facility Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾
1st Lien/Senior Secured Debt
5 Bars, LLC	Delayed Draw Term Loan		09/27/2022	$	3,448,816	$	—
5 Bars, LLC	Revolver		09/27/2024		646,653		—
Accelerate Resources Operating, LLC	Delayed Draw Term Loan		08/24/2021		1,659,057		(49,772	)
Accelerate Resources Operating, LLC	Revolver		02/24/2026		414,764		(12,443	)
AEG Holding Company, Inc.	Revolver		11/20/2023		1,116,864		(22,337	)
Alphasense, Inc.	Delayed Draw Term Loan		12/22/2021		1,937,915		—
Alphasense, Inc.	Revolver		05/29/2024		872,355		—
American Physician Partners, LLC	Revolver		12/21/2021		97,681		(3,907	)
AMI US Holdings, Inc.	Revolver		04/01/2024		306,489		(4,597	)
Analogic Corporation	Revolver		06/22/2023		213,889		(7,486	)
Arrowstream Acquisition Co., Inc.	Revolver		12/15/2025		386,309		(7,726	)
Avetta, LLC	Revolver		04/10/2024		494,396		(9,888	)
Azurity Pharmaceuticals, Inc.	Delayed Draw Term Loan		05/17/2021		482,932		(9,659	)
Azurity Pharmaceuticals, Inc.	Revolver		03/21/2023		482,932		(9,659	)
Banneker V Acquisition, Inc.	Delayed Draw Term Loan		12/04/2021		1,037,198		(20,744	)
Banneker V Acquisition, Inc.	Revolver		12/04/2025		259,300		(5,186	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan A		06/12/2021		1,288,304		(19,325	)
BEP Borrower Holdco, LLC	Revolver		06/12/2024		429,435		(4,295	)
BK Medical Holding Company, Inc.	Revolver		06/22/2023		321,733		(12,870	)
Businesssolver.com, Inc.	Revolver		05/15/2023		323,529		—
Captain D’s, Inc.	Revolver		12/15/2023		51,331		(513	)
Coding Solutions Acquisition, Inc	Delayed Draw Term Loan		12/31/2022		2,443,965		(24,440	)
Coding Solutions Acquisition, Inc	Revolver		12/31/2025		96,983		(1,939	)
Datacor Holdings, Inc.	Revolver		12/26/2025		643,849		(12,877	)
Datacor Holdings, Inc.	First Lien Delayed Draw Term Loan		12/28/2022		2,575,396		(25,754	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		03/21/2021		1,053,759		(160,698	)
Dillon Logistics, Inc.	Revolver		12/11/2023		215,110		(116,160	)
Dispatch Track, LLC	Revolver		12/17/2024		301,930		(3,020	)
E2open LLC	Revolver		11/26/2024		72,652		—
Engage2Excel, Inc.	Revolver		03/07/2023		119,353		(4,774	)
EnterpriseDB Corporation	Revolver		06/21/2024		696,355		(6,964	)
Ethos Veterinary Health LLC	Delayed Draw Term Loan		05/17/2021		839,091		(4,195	)
EvolveIP, LLC	Delayed Draw Term Loan		11/26/2021		642,451		(9,636	)
EvolveIP, LLC	Revolver		06/07/2023		566,868		(8,503	)
Exterro, Inc.	Revolver		05/31/2024		247,500		(1,238	)
Faithlife, LLC	Delayed Draw Term Loan		09/19/2022		1,328,991		(26,580	)
Faithlife, LLC	Revolver		09/18/2025		279,053		(5,581	)
Finalsite Holdings, Inc.	Revolver		09/25/2024		253,142		(4,430	)
Foundation Risk Partners, Corp.	First Lien Delayed Draw Term Loan		12/30/2022		2,932,758		(29,327	)
Fuze, Inc.	Delayed Draw Term Loan		09/20/2021		1,814,240		(7,439	)
Fuze, Inc.	Revolver		09/20/2024		1,295,886		(18,531	)
GHA Buyer, Inc.	Fifth Amendment Delayed Draw Term loan		12/14/2021		58,528		—
GHA Buyer, Inc.	Revolver		06/24/2025		951,077		—
Global Radar Holdings, LLC	Revolver		12/31/2025		581,896		(11,637	)
GlobalWebIndex Inc.	Delayed Draw Term Loan		12/30/2021		3,683,720		(36,837	)
GS AcquisitionCo, Inc.	Fourth Delayed Draw Term Loan		12/02/2021		498,802		(3,741	)
GS AcquisitionCo, Inc.	Revolver		05/24/2024		382,916		(5,743	)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan		11/25/2022		1,671,253		(12,535	)
INH Buyer, Inc.	Revolver		01/31/2024		205,858		(3,088	)
Kaseya Inc.	Delayed Draw Term Loan		03/04/2022		481,201		(6,015	)
Kaseya Inc.	Revolver		05/02/2025		191,755		(3,835	)


Investment Type	Facility Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾
Kindeva Drug Delivery L.P.	Revolver		05/01/2025	$	1,445,322	$	(36,133	)
Medbridge Holdings, LLC	Revolver		12/23/2026		1,376,227		(27,524	)
Metametrics, Inc.	Revolver		09/10/2025		651,183		(13,024	)
MSM Acquisitions, Inc.	Delayed Draw Term Loan		06/09/2022		3,062,613		(15,313	)
MSM Acquisitions, Inc.	Revolver		12/09/2026		1,225,045		(24,501	)
Netwrix Corporation And Concept Searching Inc.	Revolver		09/30/2026		166,551		(3,956	)
Netwrix Corporation And Concept Searching Inc.	Delayed Draw Term Loan		09/30/2021		1,001,811		(23,794	)
Nine Point Energy, LLC	Delayed Draw Term Loan		06/07/2021		328,125		(42,656	)
OMH-HealthEdge Holdings, LLC	Revolver		10/24/2024		458,721		(10,322	)
Pace Health Companies, LLC	Revolver		08/02/2024		616,682		(6,167	)
PerimeterX, Inc.	Delayed Draw Term Loan		05/23/2022		698,833		(6,989	)
PerimeterX, Inc.	Revolver		11/22/2024		279,533		(2,795	)
PF Growth Partners, LLC	Delayed Draw Term Loan		07/11/2021		240,285		(4,806	)
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan		10/31/2021		1,767,548		(35,351	)
Pinnacle Dermatology Management, LLC	Revolver		05/18/2023		322,749		(6,455	)
Pinnacle Treatment Centers, Inc.	Delayed Draw Term Loan		01/17/2022		234,363		(2,343	)
Pinnacle Treatment Centers, Inc.	Revolver		12/31/2022		292,954		(2,929	)
Real Capital Analytics, Inc.	Revolver		10/02/2024		694,740		—
Rep Tec Intermediate Holdings, Inc.	Delayed Draw Term Loan		03/19/2021		1,326,335		—
Rep Tec Intermediate Holdings, Inc.	Revolver		06/19/2025		442,112		—
Salisbury House, LLC	Revolver		08/30/2025		448,343		(11,209	)
SecureLink, Inc	Revolver		10/01/2025		439,523		(6,593	)
Single Digits, Inc.	Revolver		12/21/2023		416,148		(33,292	)
Sirsi Corporation	Revolver		03/15/2024		553,741		(6,921	)
SIS Purchaser, Inc.	Revolver		10/15/2026		1,165,951		(20,405	)
Smartlinx Solutions, LLC	Revolver		03/04/2026		519,484		(9,974	)
Smile Brands, Inc.	Revolver		10/12/2023		254,808		(4,459	)
Star2star Communications, LLC	Delayed Draw Term Loan		03/11/2022		640,576		—
Star2star Communications, LLC	Revolver		03/13/2025		960,864		—
Streamsets, Inc.	Revolver		11/25/2024		350,524		(9,737	)
SugarCRM, Inc.	Revolver		07/31/2024		310,244		—
Swiftpage, Inc.	Revolver		06/13/2023		225,317		(7,887	)
Sysnet North America, Inc	Delayed Draw Term Loan B1		12/30/2021		3,863,094		(57,946	)
Telesoft Holdings, LLC	Revolver		12/16/2025		596,866		(13,429	)
The Center for Orthopedic and Research Excellence, Inc.	Delayed Draw Term Loan		08/15/2021		1,148,009		(13,432	)
The Center for Orthopedic and Research Excellence, Inc.	Revolver		08/15/2025		690,532		(12,084	)
Theranest, LLC	Revolver		07/24/2023		428,571		(10,714	)
TRGRP, Inc.	Revolver		11/01/2023		333,333		(6,666	)
Velocity Purchaser Corporation	Revolver		12/01/2022		193,237		—
Women’s Health USA, Inc.	Revolver		10/09/2023		175,583		(2,195	)
ZBS Alliance Animal Health, LLC	First Amendment Delayed Draw Term Loan		10/19/2022		2,253,772		(45,076	)
ZBS Alliance Animal Health, LLC	Revolver		11/08/2025		226,780		(4,536	)

Total 1st Lien/Senior Secured Debt					76,225,252		(1,297,537	)

Foundation Risk Partners, Corp.	2nd Lien Delayed Draw Term Loan		12/30/2022		1,256,896		(14,140	)

Total 2nd Lien/Senior Secured Debt					1,256,896		(14,140	)

Total				$	77,482,148	$	(1,311,677	)

(1)	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)	Net of capitalized fees, expenses and original issue discount (“OID”).

(3)	A negative fair value was reflected as investments, at fair value in the consolidated statements of assets and liabilities. The negative fair value is the result of the capitalized discount on the loan.

Contingencies

In the normal course of business, the Fund enters into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

7. Net Assets

Equity Issuance

In connection with its formation, the Fund has the authority to issue 200,000,000 ~~shares of the Fund’s common stock, par value $0.01 per share.~~Shares.

On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of ~~the Fund’s common shares.~~Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase ~~the Fund’s common shares~~Shares up to the amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital ~~drawn-down~~draw-down notice. At September 30, ~~2017~~2021 the Fund had total Capital Commitments of ~~$70,928,060,~~$461,303,164, of which ~~100%~~38% is unfunded. At December 31, 2020, the Fund had total Capital Commitments of $447,843,050, of which 52% was unfunded. The minimum Capital Commitment of an investor is $50,000. The ~~Fund,~~Adviser, however, may waive the minimum Capital Commitment at its discretion.

Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including for follow-on investments), for paying the Fund’s expenses, including fees under the Amended and Restated Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

The following table summarizes the total Shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the nine months ended September 30, 2021 and September 30, 2020:


	For the nine months ended September 30, 2021				For the nine months ended September 30, 2020
Quarter Ended	Shares		Amount		Shares		Amount
March 31		4,001,981	$	37,708,999		4,876,625	$	41,844,852
June 30		1,637,964	$	15,687,764		—		—
September 30		1,632,591	$	15,930,053		—		—

Total capital drawdowns		7,272,536	$	69,326,816		4,876,625	$	41,844,852

Distributions

The following tables reflect the distributions declared on Shares during the nine months ended September 30, 2021 and September 30, 2020:


Date Declared	Record Date	Payment Date	Amount Per Share	Dollar Amount
3/29/2021	3/29/2021	4/28/2021	$0.16	$4,358,022
6/28/2021	6/28/2021	7/22/2021	$0.16	$4,555,484
9/28/2021	9/28/2021	10/26/2021	$0.17	$4,942,950

				$13,856,456


Date Declared	Record Date	Payment Date	Amount Per Share	Dollar Amount
3/27/2020	3/27/2020	4/29/2020	$0.24	$3,551,533
6/26/2020	6/26/2020	7/29/2020	$0.13	$2,572,039
9/28/2020	9/28/2020	10/28/2020	$0.15	$2,925,160

				$9,048,732

Distribution Reinvestment Plan

On September 26, 2017, the Fund adopted a dividend reinvestment plan, which was amended and restated on August 6, 2018 (the “DRIP”). Pursuant to the DRIP (both before and after it was amended), stockholders receive dividends or other distributions in cash unless a stockholder elects to reinvest his or her dividends and other distributions. As a result of adopting the DRIP, if the Board authorizes, and the Fund declares, a cash dividend or distribution, stockholders who have opted into the DRIP will have their cash dividends or distributions automatically reinvested in additional Shares, rather than receiving cash.

The following tables summarize Shares distributed pursuant to the DRIP during the nine months ended September 30, 2021 and September 30, 2020 to stockholders who opted into the DRIP:


Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
3/29/2021	3/29/2021	3/31/2021	229,904	$2,167,568
6/28/2021	6/28/2021	6/30/2021	241,688	$2,332,651
9/28/2021	9/28/2021	9/30/2021	265,157	$2,587,811

			736,749	$7,088,030


Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
3/27/2020	3/27/2020	3/31/2020	225,117	$1,931,666
6/26/2020	6/26/2020	7/29/2020	152,049	$1,321,289
9/28/2020	9/28/2020	9/30/2020	165,917	$1,512,599

			543,083	$4,765,554

General Tender Program

Beginning with the quarter ended March 31, 2021, the Fund began to conduct quarterly general tender offers (each, a “General Tender,” and collectively, the “General Tender Program”), at the Board’s discretion, in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, to allow each of its stockholders to tender Shares at a specific per Share price (the “Purchase Price”) based on the Fund’s net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted. The General Tender Program includes numerous restrictions that limit stockholders’ ability to sell their Shares.

On February 26, 2021, the Fund commenced a General Tender (the “Q1 2021 Tender Offer”) for up to 502,190.45 Shares (the “Q1 2021 Tender Offer Cap”) tendered prior to March 31, 2021 (the “Initial Expiration Date”). As a result of the number of Shares tendered to the Fund prior to the Initial Expiration Date, the Fund extended the Q1 2021 Tender Offer and increased the Q1 2021 Tender Offer Cap to 2,083,220 Shares. Stockholders who tendered Shares in the Q1 2021 Tender Offer received, at the expiration of the Q1 2021 Tender Offer, a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the Purchase Price. The Purchase Price for the Q1 2021 Tender Offer was $9.43 per Share and the Q1 2021 Tender Offer expired on April 16, 2021.

On May 28, 2021, the Fund commenced a General Tender (the “Q2 2021 Tender Offer”) for up to 1,321,607.81 Shares (the “Q2 2021 Tender Offer Cap”) tendered prior to June 30, 2021. Stockholders who tendered Shares in the Q2 2021 Tender Offer received, at the expiration of the Q2 2021 Tender Offer, a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the Purchase Price. The Purchase Price for the Q2 2021 Tender Offer was $9.65 per Share and the Q2 2021 Tender Offer expired on June 30, 2021.

On August 27, 2021, the Fund commenced a General Tender (the “Q3 2021 Tender Offer”) for up to 684,540.65 Shares (the “Q3 2021 Tender Offer Cap”) tendered prior to September 30, 2021. Stockholders who tendered Shares in the Q3 2021 Tender Offer received, at the expiration of the Q3 2021 Tender Offer, a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the Purchase Price. The Purchase Price for the Q3 2021 Tender Offer was $9.76 per Share and the Q3 2021 Tender Offer expired on September 30, 2021.

The following table summarizes Shares purchased during the nine months ended September 30, 2021:


Quarter Ended	Payment Date		Shares		Dollar Amount
March 31		May 6, 2021		1,173,288	$	11,061,881
June 30		August 9, 2021		1,162,555		11,220,395
September 30		November 9, 2021		887,497		8,661,434

				3,223,340	$	30,943,710

8. Earnings Per Share

The following information sets forth the computation of basic and diluted earnings per Share for the three and nine months ended September 30, 2021 and September 30, 2020:


	For the three months ended September 30,				For the nine months ended September 30,
	2021		2020		2021		2020
Net increase (decrease) in net assets from operations	$	7,911,569	$	11,405,586	$	24,755,158	$	634,361
Weighted average common shares outstanding		28,094,084		19,882,995		27,308,710		18,105,602
Earnings per common share-basic and diluted	$	0.28	$	0.57	$	0.91	$	0.04

9. Financial Highlights

Below is the schedule of financial highlights of the Fund for the nine months ended September 30, 2021 and September 30, 2020:


	For the nine months ended September 30, 2021			For the nine months ended September 30, 2020
Per Share Data:⁽¹⁾⁽²⁾
Net asset value, beginning of period	$	9.35		$	9.88
Net investment income (loss)		0.51			0.50
Net realized and unrealized gains (losses) on investments		0.39			(0.74	)

Net increase (decrease) in net assets resulting from operations		0.90			(0.24	)

Distributions to stockholders⁽³⁾		(0.49	)		(0.52	)

Net asset value, end of period	$	9.76		$	9.12
Shares outstanding, end of period		28,561,167			20,047,109
Total return at net asset value before incentive fees⁽⁴⁾⁽⁵⁾		10.56	%		(1.65	)%
Total return at net asset value after incentive fees⁽⁴⁾⁽⁵⁾		9.72	%		(2.17	)%

Ratio/Supplemental Data:
Net assets, end of period	$	278,729,470		$	182,758,430
Ratio of total expenses to weighted average net assets⁽⁶⁾		11.93	%		11.96	%
Ratio of net expenses to weighted average net assets⁽⁶⁾⁽⁷⁾		11.37	%		10.38	%
Ratio of net investment income (loss) before waivers to weighted average net assets⁽⁶⁾		7.26	%		6.23	%
Ratio of net investment income (loss) after waivers to weighted average net assets⁽⁶⁾⁽⁷⁾		7.83	%		7.81	%
Ratio of interest and credit facility expenses to weighted average net assets⁽⁶⁾		5.04	%		5.02	%
Ratio of incentive fees to weighted average net assets⁽⁵⁾		0.89	%		0.82	%⁽⁸⁾
Portfolio turnover rate⁽⁵⁾		18.56	%		11.23	%
Asset coverage ratio⁽⁹⁾		158	%		173	%

(1)	The per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)	Ratios calculated with Net Assets excluding the Non-Controlling Interest in ABPCICE.

(3)	The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period.

(4)	Total return based on NAV is calculated as the change in NAV per share during the respective periods, assuming dividends and distributions, if any, are reinvested in accordance with the Fund’s dividend reinvestment plan.

(5)	Not annualized.

(6)	Annualized, except for professional fees, directors’ fees and incentive fees.

(7)

For the nine months ended September 30, 2021 and September 30, 2020, the Adviser voluntarily waived a portion of their management fees, incentive fees, and collateral management fees. Additionally, the Adviser received reimbursement payments from the Fund and/or reimbursed the Fund for operating expenses as per the Expense Support and Conditional Reimbursement Agreement. The ratios include the effects of the waived expenses of 1.15% and 2.71% for the nine months ended September 30, 2021 and September 30, 2020, respectively.

(8)	Ratio of incentive fees to weighted average net assets calculated before the voluntary waiver of incentive fees by the Adviser.

(9)	Asset coverage ratio is equal to (i) the sum of (A) net assets at end of period and (B) debt outstanding at end of period, divided by (ii) total debt outstanding at the end of the period.

10. Subsequent Events

Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the consolidated financial statements were issued. The Fund has concluded that there are no events requiring adjustment or disclosure in the consolidated financial statements, other than as described below.

On November 5, 2021, pursuant to an amendment to Natixis Credit Agreement, the Fund increased the commitment of the existing lender by $75,000,000 from $150,000,000 to $225,000,000.

Item 2.

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

Forward-Looking Statements

This Quarterly Report on Form10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about ~~us, our~~the Fund, its current and prospective portfolio investments, ~~our~~its industry, ~~our~~its beliefs and opinions, and ~~our~~its assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond ~~our~~the 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:

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

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

pandemics or other serious public health events, such as the [recent] global outbreak of a novel strain of the coronavirus, commonly known as “COVID-19”;

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

interest rate volatility could adversely affect ~~our~~the Fund’s results, particularly if ~~we elect~~the Fund elects to use leverage as part of ~~our~~its investment strategy;

~~our~~

the Fund’s future operating results;

~~our~~

the Fund’s business prospects and the prospects of ~~our~~the Fund’s portfolio companies;

~~our~~

the Fund’s contractual arrangements and relationships with third parties;

the ability of ~~our~~the Fund’s portfolio companies to achieve their objectives;

competition with other entities and ~~our~~the Fund’s affiliates for investment opportunities;

the speculative and illiquid nature of ~~our~~the Fund’s investments;

the use of borrowed money to finance a portion of ~~our~~the Fund’s investments;

the adequacy of ~~our~~the Fund’s financing sources and working capital;

the loss of key personnel;

the timing of cash flows, if any, from the operations of ~~our~~the Fund’s portfolio companies;

the ability of the Adviser to locate suitable investments for usthe Fund and to monitor and administer ~~our~~the Fund’s investments;

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

~~our~~

the Fund’s ability to qualify and maintain ~~our~~its qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

the effect of legal, tax and regulatory changes; and

the other risks, uncertainties and other factors ~~we identify~~the Fund identifies under ~~“Item 1A. Risk~~“Risk Factors” of ~~our~~its Annual Report on Form10-K for the fiscal year ended December 31, ~~2016.~~2020 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.

Although ~~we believe~~the 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 ~~our~~the Fund’s plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of the Annual Report on Form10-K for the fiscal year ended December 31, ~~2016~~2020, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, and

elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, ~~we assume~~the Fund assumes no duty and dodoes not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Quarterly 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 the Fund is an investment company.

The following analysis of ~~our~~the Fund’s financial condition and results of operations should be read in conjunction with ~~our~~the Fund’s financial statements and the related notes thereto contained elsewhere in this Quarterly ~~Report on Form10-Q.~~Report.

Overview

~~AB Private Credit Investors Corporation (the “Fund”)~~The Fund was formed on February 6, 2015 as a corporation under the laws of the State of Maryland. WeThe 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 ~~currently in the development stage~~directly sourced and ~~have not~~privately negotiated. The Fund commenced investment ~~operations. Since inception, there has been no investment or operational activity. In conjunction with our formation, we issued and sold (i) 100 shares of common stock, par value $0.01,~~operations on ~~June 27, 2016, at an aggregate purchase price of $1,000 ($10.00 per share) and (ii) 2,400 shares of common stock, par value $0.01, on May 26,~~November 15, 2017 to(“Commencement”). The Fund is advised by AB Private Credit Investors ~~LLC.~~

~~On October 6, 2016 we filed~~LLC (the “Adviser”), which is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the ~~“SEC”~~“Advisers Act”). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring the Fund’s portfolio on an ongoing basis. State Street Bank and Trust Company (the “Administrator”) ~~an election~~provides the administrative services necessary for the Fund to operate.

The Fund has elected to be treated as a BDC under the ~~Investment Company Act of~~ 1940 ~~as amended (the “1940 Act”). We~~Act. The Fund has also ~~intend to elect~~elected to be treated and ~~intend~~intends to qualify annually ~~thereafter,~~ as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. While we intend to elect to be treated as a RIC as soon as practicable, we may have difficulty satisfying the asset diversification requirements as we deploy initial capital and build our portfolio. To the extent that we have net taxable income prior to our qualification as RIC, we will be subject to U.S. federal income tax on such income. As a BDC and a RIC, respectively, ~~we are~~the Fund is and will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of ~~our~~its assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of ~~our~~its taxable income and~~tax-exempt~~ tax exempt interest.

~~Our investment activities are managed by our external investment adviser, AB Private Credit Investors LLC (the “Adviser”), an investment adviser that~~The Fund is registered under the Investment Advisers Act of 1940, as amended. We intend to enter into an administration agreement (the “Administration Agreement”) with a third party administrator (the “Administrator”), pursuant to which the Administrator will provide the administrative services necessary for us to operate.

~~We are~~ an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of ~~2012. We~~2012 (the “JOBS Act”). The Fund will remain an emerging growth company for up to five years following anits initial public offering, if any, although if the market value of ~~our~~its 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 remain~~the 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”) has resulted in temporary closures of many corporate offices, retail stores, and manufacturing facilities and factories around the world, which could materially disrupt the demand for the Fund’s portfolio companies’ products and services. The World Health Organization (“WHO”) declared COVID-19 a global pandemic, and the WHO and governments have 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 an increasing number 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 an outbreak may require forced shutdown of the Fund’s portfolio companies’ facilities for extended or indefinite periods. The extent of the 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 duration and spread of the virus, 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.

While most businesses have reopened, vaccinations are underway (particularly in the U.S., the U.K., much of Europe and Israel) and leading economic indicators have improved significantly, the overall extent and duration of COVID-19’s impact on businesses and economic activity generally remains unclear. The U.S. economy has experienced a strong recovery; however, the continuing strength of the recovery and the possibility of a new downturn resulting from a possible resurgence of COVID-19 remains uncertain. Various countries around the world, and certain areas of the U.S., have continued to experience surges in the rates of COVID-19 infections, which have resulted in part from the emergence and spread of virus variants (particularly the “delta variant”). These ongoing circumstances surrounding the virus may adversely affect consumer sentiment and the durability of business re-openings, and they also may slow economic recovery and possibly cause additional market volatility and even a new downturn.

As of September 30, 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 of September 30, 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 ~~is conducting~~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

The Fund enters into separate subscription agreements with investors providing for the private ~~offerings (each a “Private Offering”)~~placement of its common stock ~~to investors~~(the “Shares”) in reliance on ~~an exemption~~exemptions from the registration requirements of the ~~Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each~~Securities. Each investor ~~will make~~makes a ~~capital commitment (a “Capital Commitment”)~~Capital Commitment to purchase ~~shares of the Fund’s common stock~~Shares pursuant to a subscription ~~agreement entered into with the Fund.~~agreement. Investors ~~will be~~are required to ~~fund drawdowns~~make capital contributions to purchase ~~shares of the Fund’s common stock up to the amount of their respective Capital Commitment on anas-needed~~ ~~basis~~Shares each time the Fund delivers a capital call notice, ~~to its investors. The Fund anticipates commencing its loan origination and~~which is issued based on the Fund’s anticipated investment activities ~~contemporaneously with~~and capital needs, delivered at least 10 business days prior to the ~~initial drawdown from~~required funding date, provided that investors inmay fund such requirements sooner than the ~~initial Private Offering.~~

~~On September 29, 2017,~~deadline as agreed between the Fund ~~completed~~and the ~~initial closing~~investor. Generally, purchases of the Fund’s 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 (“~~Initial Closing”~~Remaining Commitment”) ~~of its Private Offering after entering into subscription agreements (collectively,~~, at a per-Share price equal to the ~~“Subscription Agreements”) with several investors, including the Adviser, providing for the private placement~~net asset value per share of the Fund’s common ~~shares. Under~~stock subject to any adjustments. Pursuant to the ~~terms~~Private Offering, the Fund’s initial closing occurred on September 29, 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 ~~Subscription Agreements, investors are required to fund drawdowns to purchase~~market and the Fund’s ~~common shares up~~capacity to invest the additional capital in 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 ~~amount~~Fund’s receipt of exemptive relief that would permit stockholders to liquidate their ~~respective Capital Commitments on anas-needed~~ ~~basis upon the issuance of a capital drawn-down notice. At September 30, 2017 the Fund had total Capital Commitments of $70,928,060, of which 100% is unfunded. Capital Commitments may be drawn down~~investments pursuant to transactions that are currently prohibited by the ~~Fund on a pro rata basis, as needed (includingfollow-on~~ ~~investments), for paying the Fund’s expenses, including fees under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.~~

~~Portfolio~~1940 Act and ~~Investment Activity~~

~~As of September 30, 2017 and December 31, 2016, we have not commenced investment activities.~~

~~Results of Operations~~

As of September 30, 2017, we completed the Initial Closing of our Private Offering but had not commenced any significant operational or investment activities. As of December 31, 2016, we had not completed the Initial Closing of our private offering or commenced any operational or investment activities. Therefore, no results of operations are reported.would require an SEC order in order to be established.

Revenues

~~Our~~The Fund’s investment objective is to generate current income and prioritize capital preservation through a portfolio that primarily invests in directly-sourced, privately-negotiated, secured, middle market loans. ~~We intend~~The Fund intends to primarily invest in middle market businesses based in the United States. ~~We expect~~The Fund expects that the primary use of proceeds by the companies in which ~~we invest~~the Fund invests will be for leveraged buyouts, recapitalizations, mergers and acquisitions and growth capital.

WeThe Fund will seek to build its 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.

The Fund will primarily hold secured loans, which encompass traditional first lien, ~~uni-tranche~~unitranche and second lien loans, but may also invest in mezzanine, structured preferred stock andnon-control equityco-investment opportunities. WeThe Fund will seek to deliver attractive risk adjusted returns with lower volatility and low correlation relative to the public credit markets. The Adviser believes ~~our~~the Fund’s flexibility to invest across the capital structure and liquidity spectrum will allow usthe Fund to optimize investor risk-adjusted returns.

~~Expenses~~

~~Expenses for the three and nine months ended September 30, 2017 were as follows:~~

Expenses for the three and nine months ended September 30, 2017, were $1,002,147, which consisted of $467,647 in organizational and offering expenses, $149,000 in directors’ fees, and $385,500 in professional fees.

Pursuant to the Expense Support and Conditional Reimbursement Agreement, our Adviser provided expense support of $1,002,147, reducing our expenses to $0.00. See “Item 1. – Notes to Financial Statements – Note 3. Agreements and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

~~Organization and Offering Costs~~

As of September 30, 2017, the Adviser and its affiliates have incurred or expect to incur organizational costs of approximately $467,000 and offering costs of approximately $236,000 on behalf of the Fund.

Organization costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services, directors’ fees and other fees, including travel-related expenses, pertaining to our organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of our private placement memorandum and other offering documents. Offering costs are being deferred and will be amortized on a straight line basis over a~~one-year~~ ~~period starting from September 29, 2017.~~

Pursuant to the Expense Support and Conditional Reimbursement Agreement, our Adviser provided expense support of $467,000 and $236,000 for our organizational costs and offering costs, respectively, reducing our organizational costs and offering costs to $0.00. See “Item 1. – Notes to Financial Statements – Note 3. Agreements and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

~~Operating~~ Expenses

Under the Amended and Restated Advisory Agreement, ~~our~~the Fund’s primary operating expenses will include the payment of fees to the Adviser, ~~our~~the Fund’s allocable portion of overhead expenses under the Expense Reimbursement Agreement ~~(as defined below)~~ and other operating costs described below. ~~We bear~~The Fund bears all otherout-of-pocket costs and expenses of ~~our~~the Fund’s operations and transactions, including those relating to:

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

calculating ~~our~~the Fund’s net asset value (including the cost and expenses of any independent valuation firm);

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

interest payable on debt, if any, incurred to finance ~~our~~the Fund’s investments;

sales and purchases of ~~our~~the Fund’s common stock and other securities;

base management fees and incentive fees payable to the Adviser;

transfer agent and custodial fees;

��

federal and state registration fees;

all costs of registration and listing ~~our~~the Fund’s securities on any securities exchange;

U.S. federal, state and local taxes;

independent directors’ fees and expenses;

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

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

~~our~~

the Fund’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;

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

all other expenses incurred by ~~us,~~the Fund, the Administrator or the Adviser in connection with administering ~~our~~the Fund’s business, including payments under the Administration Agreement and payments under the Expense Reimbursement Agreement based on ~~our~~the Fund’s allocable portion of the Adviser’s overhead in performing its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of ~~our~~the Fund’s Chief Compliance Officer and Chief Financial Officer and their respective staffs.

Portfolio and Investment Activity

The following table presents certain information regarding the Fund’s portfolio and investment activity:


	For the Three Months Ended September 30, 2021			For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2021			For the Nine Months Ended September 30, 2020
Investments in Portfolio Companies	$	(89,042,124	)⁽¹⁾	$	(18,223,070	)⁽²⁾	$	(233,851,475	)⁽³⁾	$	(79,637,229	)⁽⁴⁾
Draw Downs Against Revolvers and Delayed Draw Term Loans		(13,777,724	)		(4,163,360	)		(54,385,918	)		(39,461,838	)
Principal Repayments		35,971,943	⁽⁵⁾		23,097,505	⁽⁶⁾		80,933,895	⁽⁷⁾		41,261,446	⁽⁸⁾
Sales		11,873,610			92,814			35,267,460			1,876,870

Net Repayments (Investments)	$	(54,974,295	)	$	803,889		$	(172,036,038	)	$	(75,960,751	)

⁽¹⁾	Includes investments in 24 portfolio companies.

⁽²⁾	Includes investments in 7 portfolio companies.

⁽³⁾	Includes investments in 52 portfolio companies.

⁽⁴⁾	Includes investments in 25 portfolio companies.

⁽⁵⁾	Includes $3,010,887 in revolver and delayed draw term paydowns.

⁽⁶⁾	Includes $5,105,050 in revolver and delayed draw term paydowns.

⁽⁷⁾	Includes $6,925,843 in revolver and delayed draw term paydowns.

⁽⁸⁾	Includes $13,391,142 in revolver and delayed draw term paydowns.

The following table shows the composition of the investment portfolio and associated yield data as of September 30, 2021:


	As of September 30, 2021
	Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield⁽¹⁾
First Lien Senior Secured Debt	$	688,587,414		90.30	%	$	689,904,581		89.82	%		8.13	%
Second Lien Junior Secured Debt		11,335,489		1.49			11,515,230		1.50			8.14	%
Preferred Stock		10,320,809		1.35			12,602,238		1.64			—
Common Stock		3,454,614		0.46			4,518,442		0.59			—
Warrants		340,145		0.04			1,101,205		0.14			—
Cash and cash equivalents		48,494,960		6.36			48,494,960		6.31			—

Total	$	762,533,431		100	%	$	768,136,656		100	%

⁽¹⁾	Based upon the par value of the Fund’s debt investments.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2020:


	As of December 31, 2020
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield⁽¹⁾
First Lien Senior Secured Debt	$	518,106,245		92.25	%	$	511,197,686		92.03	%		8.50	%
Second Lien Junior Secured Debt		11,315,669		2.01			11,396,369		2.05			10.04	%
Preferred Stock		6,993,227		1.25			7,495,949		1.35			—
Common Stock		2,076,055		0.37			2,663,040		0.48			—
Warrants		737,264		0.14			281,986		0.05			—
Cash and cash equivalents		22,410,622		3.98			22,410,622		4.04			—

Total	$	561,639,082		100	%	$	555,445,652		100	%

⁽¹⁾	Based upon the par value of the Fund’s debt investments

The following table presents certain selected financial information regarding the debt investments in the Fund’s portfolio as of September 30, 2021 and December 31, 2020:


		As of September 30, 2021			As of December 31, 2020
Number of portfolio companies			127			123
Percentage of debt bearing a floating rate⁽¹⁾	��		100.00	%		100.00	%
Percentage of debt bearing a fixed rate⁽¹⁾			0.00	%		0.00	%

⁽¹⁾	Measured on a fair value basis and excluding equity securities.

The following table shows the amortized cost of the Fund’s performing and non-accrual debt investments as of September 30, 2021:


	As of September 30, 2021
	Amortized Cost		Percentage at Amortized Cost
Performing	$	695,647,540		99.39	%
Non-accrual		4,275,363		0.61

Total	$	699,922,903		100	%

The following table shows the amortized cost of the Fund’s performing and non-accrual debt investments as of December 31, 2020:


	As of December 31, 2020
	Amortized Cost		Percentage at Amortized Cost
Performing	$	529,421,914		100	%
Non-accrual		—		—

Total	$	529,421,914		100	%

Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. As of September 30, 2021 the Fund had three investments that were in non-accrual status. As of December 31, 2020, the Fund had no investments there were in non-accrual status.

The following table shows the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of September 30, 2021 and December 31, 2020 (with corresponding percentage of total portfolio investments):


	As of September 30, 2021
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Business Services	$	66,267,795		9.28	%	$	67,271,197		9.35	%
Consumer Non-Cyclical		25,537,016		3.58			25,164,705		3.50
Digital Infrastructure & Services		76,248,226		10.68			77,320,166		10.74
Consumer Discretionary		8,867,603		1.24			8,977,573		1.25
Energy		9,835,641		1.38			9,914,743		1.38
Financials		6,026,862		0.84			6,049,053		0.84
Healthcare & HCIT		196,027,787		27.45			195,827,000		27.21
Software & Tech Services		320,758,408		44.92			327,668,732		45.53
Transport & Logistics		4,469,133		0.63			1,448,527		0.20

	$	714,038,471		100	%	$	719,641,696		100	%


	As of December 31, 2020
	Amortized Cost		Percentage of Total			Fair Value			Percentage of Total
Business Services	$	39,299,593		7.29	%	$	38,887,140			7.30	%
Consumer Non-Cyclical		10,215,267		1.89			9,866,617	��		1.85
Digital Infrastructure & Services		28,828,092		5.35			28,732,616			5.39
Education		9,177,391		1.70			9,108,599			1.71
Energy		21,301,663		3.95			19,283,664			3.62
Financial Services		8,525,237		1.58			8,527,428			1.60
Healthcare & HCIT		157,164,560		29.15			154,546,234			28.99
Software & Tech Services		255,942,203		47.46			257,378,914			48.28
Transport & Logistics		8,774,454		1.63			6,703,818			1.26

	$	539,228,460		100	%	$	533,035,030			100	%

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

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

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

comparisons to the Fund’s other portfolio companies in the industry, if any;

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

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

Results of Operations

The following is a summary of the Fund’s operating results for the three and nine months ended September 30, 2021 and September 30, 2020:


	For the Three Months Ended September 30, 2021			For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2021			For the Nine Months Ended September 30, 2020
Total investment income	$	13,575,797		$	7,968,277		$	36,834,985		$	22,966,116
Total expenses		9,003,814			4,731,686			23,824,600			15,790,776

Reimbursement payments to Adviser		538,189			998,880			1,280,302			1,751,021
Expense reimbursement from Adviser		—			—			—			(89,757	)
Waived collateral management fees		(464,717	)		(462,788	)		(1,378,975	)		(1,380,737	)
Waived management fees		(448,807	)		(218,829	)		(830,042	)		(1,664,920	)
Waived incentive fees		—			—			—			(486,784	)

Net investment income before taxes		4,947,318			2,919,328			13,939,100			9,046,517
Income tax expense, including excise tax		300			—			78,497			—

Net investment income after tax		4,947,018			2,919,328			13,860,603			9,046,517
Net realized and change in unrealized appreciation (depreciation) on investments		2,964,819			8,486,258			10,894,835			(8,412,156	)

Net increase in net assets resulting from operations	$	7,911,837		$	11,405,586		$	24,755,438		$	634,361
Less: Net increase (decrease) in net assets resulting from operations related to Non-Controlling Interest in ABPCIC Equity Holdings, LLC	$	268		$	—		$	280		$	—

Net increase (decrease) in net assets resulting from operations related to AB Private Credit Investors Corporation	$	7,911,569		$	11,405,586		$	24,755,158		$	634, 361

Investment Income

During the three months ended September 30, 2021, the Fund’s investment income was comprised of $12,853,085 of interest income, which includes $915,074 from the net amortization of premium and accretion of discounts, $374,624 of payment-in-kind interest, $62,570 of dividend income, and other fee income of $285,518. The increase in net investment income during the three months ended September 30, 2021 compared to the three months ended September 30, 2020 can primarily be attributed to an increase in gross assets, partially offset by a decrease in LIBOR.

During the three months ended September 30, 2020, the Fund’s investment income was comprised of $7,592,653 of interest income, which includes $535,934 from the net amortization of premium and accretion of discounts, $279,404 of payment-in-kind interest and other fee income of $96,220.

During the nine months ended September 30, 2021, the Fund’s investment income was comprised of $35,074,979 of interest income, which includes $2,595,561 from the net amortization of premium and accretion of discounts, $1,080,232 of payment-in-kind interest, $62,570 of dividend income, and other fee income of $617,204. The increase in net investment income during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 can primarily be attributed to an increase in gross assets, partially offset by a decrease in LIBOR.

During the nine months ended September 30, 2020, the Fund’s investment income was comprised of $21,927,281 of interest income, which includes $1,495,895 from the net amortization of premium and accretion of discounts, $641,304 of payment-in-kind interest and other fee income of $397,531.

Operating Expenses

The following is a summary of the Fund’s operating expenses for the three and nine months ended September 30, 2021 and September 30, 2020:


	For the Three Months Ended September 30, 2021			For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2021			For the Nine Months Ended September 30, 2020
Interest and borrowing expenses	$	3,798,015		$	1,753,718		$	9,665,271		$	6,340,483
Management fees		2,633,349			1,563,422			7,068,507			4,359,381
Professional fees		484,133			339,664			1,547,856			1,220,261
Collateral management fees		464,717			462,788			1,378,975			1,380,737
Income-based incentive fee		876,623			326,274			2,273,106			1,382,704
Administration and custodian fees		185,508			95,391			526,395			286,900
Insurance expenses		140,901			25,998			476,757			138,162
Directors’ fees		50,000			50,000			150,000			150,000
Transfer agent fees		20,455			13,083			56,190			36,390
Other expenses		350,113			101,348			681,543			495,758

Total expenses		9,003,814			4,731,686			23,824,600			15,790,776
Reimbursement payments to Adviser		538,189			998,880			1,280,302			1,751,021
Expense reimbursement from Adviser		—			—			—			(89,757	)
Waived collateral management fees		(464,717	)		(462,788	)		(1,378,975	)		(1,380,737	)
Waived management fees		(448,807	)		(218,829	)		(830,042	)		(1,664,920	)
Waived incentive fees		—			—			—			(486,784	)
Income tax expense, including excise tax		300			—			78,497			—

Net expenses	$	8,628,779		$	5,048,949		$	22,974,382		$	13,919,599

Interest and Borrowing Expenses

Interest and borrowing expenses includes interest, amortization of debt issuance and deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Revolving Credit Facilities, Secured Borrowings and the Notes issued in the CLO Transaction. The Fund first drew on the HSBC Credit Facility on November 15, 2017, the Synovus Credit Facility on October 15, 2020 and the Natixis Credit Facility on March 24, 2021. As of September 30, 2021, there were outstanding balances of $18,000,000, $114,300,000 and $132,400,000 on the HSBC Credit Facility, Synovus Credit Facility and the Natixis Credit Facility, respectively. As of December 31, 2020, there were outstanding balances of $46,000,000 and $84,700,000 on the HSBC Credit Facility and Synovus Credit Facility, respectively, and an outstanding balance of $18,870,856 in Secured Borrowings. The outstanding amount on the Notes is $212,173,037, net of unamortized discount and debt issuance costs as of September 30, 2021. The outstanding amount on the Notes was $211,337,498, net of unamortized discount and debt issuance costs as of December 31, 2020.

Interest and borrowing expenses for the three months ended September 30, 2021 and September 30, 2020 were $3,798,015 and $1,753,718, respectively. Interest and borrowing expenses for the nine months ended September 30, 2021 and September 30, 2020 were $9,665,271 and $6,340,483, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on the Fund’s debt outstanding was 2.49% and 2.33% for the three months ended September 30, 2021 and September 30, 2020, respectively. The increase in interest and borrowing expenses during the three and nine months ended September 30, 2021 compared to the three months ended September 30, 2020 can primarily be attributed to an increase in debt outstanding, partially offset by a decrease in LIBOR.

Management Fee

The gross management fee expenses for the three months ended September 30, 2021 and September 30, 2020 were $2,633,349 and $1,563,422 respectively. The increase in the management fee for the three months ended September 30, 2021 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees. For the three months ended September 30, 2021 and September 30, 2020, the Adviser waived management fees of $448,807 and $218,829, respectively.

The gross management fee expenses for the nine months ended September 30, 2021 and September 30, 2020 were $7,068,507 and $4,359,381, respectively. The increase in the management fee for the nine months ended September 30, 2021 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees. For the nine months ended September 30, 2021 and September 30, 2020, the Adviser waived management fees of $830,042 and $1,664,920, respectively.

Fund Expenses

For the three months ended September 30, 2021, the Fund incurred $8,925,617 of expenses in relation to professional fees, directors’ fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other fees, and administration and custodian fees. There was no reimbursement received by the Fund from the Adviser. Additionally, $538,189 was reimbursed by the Fund to the Adviser and its affiliates, and $448,807 of management fees, and $464,717 of collateral management fees were waived by the Adviser. The Fund incurred $300 of tax expense.

For the nine months ended September 30, 2021, the Fund incurred $23,824,600 of expenses in relation to professional fees, directors’ fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other fees, and administration and custodian fees. There was no reimbursement received by the Fund from the Adviser. Additionally, $1,280,302 was reimbursed by the Fund to the Adviser and its affiliates, and $830,042 of management fees, and $1,378,975 of collateral management fees were waived by the Adviser. The fund incurred $78,497 of tax expense.

For the three months ended September 30, 2020, the Fund incurred $4,731,686 of expenses in relation to professional fees, directors’ fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other fees, and administration and custodian fees. There was no reimbursement received by the Fund from the Adviser. Additionally, $218,829 of management fees, $0 of incentive fees and $462,788 of collateral management fees were waived by the Adviser.

For the nine months ended September 30, 2020, the Fund incurred $15,790,776 of expenses in relation to professional fees, directors’ fees, collateral management fees, management fees, incentive fees, insurance expenses, interest and borrowing expenses, transfer agent fees, other fees, and administration and custodian fees. The Fund was reimbursed by the Adviser in the amount of $89,757. Additionally, $1,751,021 was reimbursed by the Fund to the Adviser and its affiliates for a net payment by the Fund to the Adviser and its affiliates of $1,661,264. Further, $1,664,920 of management fees, $1,380,737 of collateral management fees and $486,784 of incentive fees were waived by the Adviser.

Net Realized Gain (Loss) on Investments

During the three months ended September 30, 2021, the Fund had principal repayments and sales which resulted in $515,755 of net realized loss. During the nine months ended September 30, 2021, the Fund had principal repayments and sales which resulted in $901,820 of net realized loss.

During the three months ended September 30, 2020, the Fund had principal repayments and sales which resulted in $10,789 of net realized gain. During the nine months ended September 30, 2020, the Fund had principal repayments and sales which resulted in $12,605 of net realized gain.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three months ended September 30, 2021, the Fund had $3,480,574 in net change in unrealized appreciation. Tightening credit spreads across broader fixed income markets, further supported by improved fundamental performance of the portfolio companies, drove the increase in fair value in the third quarter.

During the three months ended September 30, 2020, the Fund had $8,475,469 in net change in unrealized appreciation. Tightening credit spreads across broader fixed income markets, further supported by improved fundamental performance of the portfolio companies, drove the fair value recovery in the third quarter.

During the nine months ended September 30, 2021, the Fund had $11,796,655 in net change in unrealized appreciation. Tightening credit spreads across broader fixed income markets, further supported by improved fundamental performance of the portfolio companies, drove the increase in fair value over the nine-month period.

During the nine months ended September 30, 2020, the Fund had $8,424,761 in net change in unrealized depreciation on $424,984,295 of investments in 98 portfolio companies. Unrealized depreciation for the nine months ended September 30, 2020 was primarily due to the negative economic impact and the increased uncertainty caused by COVID-19.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, 2021 and 2020, the net increase in net assets resulting from operations was $7,911,837 and $11,405,586, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2021 and 2020, the Fund’s per share net increase in net assets resulting from operations was $0.28 and $0.57, respectively.

For the nine months ended September 30, 2021 and 2020, the net increase in net assets resulting from operations was $24,755,438 and $634,361, respectively. Based on the weighted average shares of common stock outstanding for the nine months ended September 30, 2021 and 2020, the Fund’s per share net increase in net assets resulting from operations was $0.91 and $0.04, respectively.

Cash Flows

For the nine months ended September 30, 2021, cash increased by $26,084,338. During the same period, the Fund used $161,175,982 in operating activities, primarily as a result of net purchases of investments. During the nine months ended September 30, 2021, the Fund generated $187,260,320 from financing activities, primarily from issuance of common stock, the secured borrowings and net borrowings on the Revolving Credit Facilities.

For the nine months ended September 30, 2020, cash increased by $8,662,179. During the same period, the Fund used $67,656,232 in operating activities, primarily as a result of net purchases of investments. During the nine months ended September 30, 2020, the Fund generated $76,318,411 from financing activities, primarily from issuance of common stock, the secured borrowings and net borrowings on the Revolving Credit Facility.

Hedging

The Fund may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective. For the nine months ended September 30, 2021 and September 30, 2020, the Fund did not enter into any hedging contracts.

Financial Condition, Liquidity and Capital Resources

~~We expect~~At September 30, 2021, and December 31, 2020, the Fund had $48,494,960 and $22,410,622 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from ~~our~~the Fund’s operations, (iii) any financing arrangements wenow existing or that the Fund may enter into in the future and (iv) any future offerings of ~~our~~the Fund’s equity or debt securities. WeThe Fund may fund a portion of ~~our~~its investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.

~~Our~~The Fund’s primary use of funds from a credit facility will be investments in portfolio companies, cash distributions to holders of ~~our~~its common stock and the payment of operating expenses.

In the future, wethe Fund may also securitize or finance a portion of ~~our~~its investments with a special purpose vehicle. If ~~we undertake~~the Fund undertakes a securitization transaction, wethe Fund will consolidate ~~our~~its allocable portion of the debt of any securitization subsidiary on ~~our~~its financial statements, and include such debt in ~~our~~the Fund’s calculation of the asset coverage test, if and to the extent required pursuant to the guidance of the staff of the SEC.

Cash and cash equivalents as of the nine months ended September 30, ~~2017,~~2021, taken together with ~~our~~the Fund’s uncalled Capital Commitments of ~~$70,928,060,~~$175,157,183 and $32,000,000 undrawn amount on the HSBC Credit Facility, $35,700,000 undrawn amount on the Synovus Credit Facility and $17,600,000 undrawn amount on the Natixis Credit Facility, is expected to be sufficient for ~~our~~the Fund’s investing activities and to conduct ~~our~~the Fund’s operations infor at least the ~~near term.~~ next twelve months.

As of September 30, ~~2017, we had $25,000~~2021, the Fund has unfunded commitments to fund future investments in the amount of $113,274,069, and contractual obligations in the form of Revolving Credit Facilities of $264,700,000 and Notes of $212,173,037.

This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “Effects of COVID-19 on the Fund’s Results of Operations” above.

Equity Activity

The Fund has the authority to issue 200,000,000 Shares.

The Fund has entered into Subscription Agreements with investors providing for the private placement of Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw down notice. As of September 30, 2021, the Fund received Capital Commitments of $461,303,164. Inception to September 30, 2021, the Fund received Capital Contributions to the Fund of $286,145,981. Proceeds from the issuances of Shares in respect of drawdown notices described below were used for investing activities and for other general corporate purposes.

Consistent with the Fund’s offering documents, beginning with the quarter ending March 31, 2021, the Fund was required to begin conducting quarterly General Tenders. Pursuant to the General Tender Program, at the Board’s discretion and in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, each stockholder is given the opportunity to tender Shares at a specific Purchase Price based on the Fund’s net asset value as of the last date of the quarter in which the General Tender is conducted. The Fund intends to conduct each General Tender to repurchase up to a certain percentage of the weighted average of the number of Shares outstanding during the three-month period prior to the quarter in which the General Tender is conducted, as determined by the Board. The General Tender Program includes numerous restrictions that limit stockholders’ ability to sell their Shares.

On February 26, 2021, the Fund commenced the Q1 2021 Tender Offer for up to 502,190.45 Shares (the “Q1 2021 Tender Offer Cap”) tendered prior to March 31, 2021 (the “Initial Expiration Date”). As a result of the number of Shares tendered to the Fund prior to the Initial Expiration Date, the Fund extended the Q1 2021 Tender Offer and increased the Q1 2021 Tender Offer Cap to 2,083,220 Shares. The Purchase Price for the Q1 2021 Tender Offer was $9.43 per Share and the Q1 2021 Tender Offer expired on April 16, 2021. On May 28, 2021, the Fund commenced the Q2 2021 Tender Offer for up to 1,321,607.81 Shares. The Purchase Price for the Q2 2021 Tender Offer was $9.65 per Share and the Q2 2021 Tender Offer expired on June 30, 2021. On August 27, 2021, the Fund commenced the Q3 2021 Tender Offer for up to 684,540.65 Shares. The Purchase Price for the Q3 2021 Tender Offer was $9.76 per Share and the Q3 2021 Tender Offer expired on September 30, 2021. Stockholders who tendered Shares in the Q1 2021 Tender Offer, Q2 2021 Tender Offer or Q3 2021 Tender Offer received a non-interest bearing, non-transferable promissory note entitling such stockholders to an amount in cash equal to the number of Shares accepted for purchase multiplied by the applicable Purchase Price.

The following is a summary of the Fund’s equity activity for the three and ~~cash equivalents. During~~nine months ended September 30, 2021 and September 30, 2020:


	For the Three Months Ended September 30, 2021		For the Three Months Ended September 30, 2020		For the Nine Months Ended September 30, 2021		For the Nine Months Ended September 30, 2020
Capital Commitments	$	6,506,366	$	7,384,900	$	40,204,464	$	42,369,035
Capital Commitments rescinded due to participation in General Tender Program		8,239,350		—		26,744,350		—
Dividend reinvestments		2,587,811		1,512,599		7,088,030		4,765,554
Shares issued to investors under DRIP		265,157		165,917		736,749		543,083
Value of capital drawdown notices		15,930,053		—		69,326,816		41,844,852
Shares issued to investors under capital drawdown notices		1,632,591		—		7,272,536		4,876,625
Value of Shares purchased in General Tender Program		8,661,434		—		30,943,710		—
Shares purchased in General Tender Offer		887,497		—		3,223,340		—

Distributions

Distributions to stockholders are recorded on the record date. To the extent that the Fund has income available, the Fund intends to distribute quarterly distributions to its stockholders. The Fund’s quarterly distributions, if any, will be determined by the Board. Any distributions to the Fund’s stockholders will be declared out of assets legally available for distribution.

The following table summarizes distributions declared during the nine months ended September 30, ~~2017, we used no cash for operating activities, as~~2021:

Date Declared

Record Date

Payment Date

Amount Per Share

Total Distributions

March 29, 2021

April 28, 2021

$0.16

$4,358,022

June 28, 2021

July 22, 2021

$0.16

$4,555,484

September 28, 2021

October 26, 2021

$0.17

$4,942,950

Total distributions declared

$0.49

$13,856,456

The following table summarizes distributions declared during the ~~Fund had not yet begun investment activities.~~

~~Equity Activity~~

~~In connection with our formation, we have the authority to issue 200,000,000 shares of common stock at a $0.01 per share par value.~~

On June 27, 2016, we issued 100 shares of our common stock to the Adviser, for an aggregate purchase price of $1,000. On May 26, 2017, we issued 2,400 shares of our common stock to the Adviser, for an aggregate purchase price of $24,000. We have not had any other equity transactions as ofnine months ended September 30, ~~2017~~2020:

Date Declared

Record Date

Payment Date

Amount Per Share

Total Distributions

March 27, 2020

April 29, 2020

$0.24

$3,551,533

June 26, 2020

July 29, 2020

$0.13

$2,572,039

September 28, 2020

October 28, 2020

$0.15

$2,925,160

Total distributions declared

$0.52

$9,048,732

The federal income tax characterization of distributions declared and ~~December 31, 2016.~~

~~Contractual Obligations~~

~~As of~~paid for the fiscal year will be determined at fiscal year-end based upon the Fund’s investment company taxable income for the full fiscal year and distributions paid during the full year. For the nine months ended September 30, ~~2017 and December 31, 2016, we have not commenced operations.~~

We have entered into the Advisory Agreement with the Adviser in accordance with the 1940 Act. Under the Advisory Agreement, the Adviser is responsible for sourcing, reviewing and structuring investment opportunities for us, underwriting and conducting diligence on our investments and monitoring our investment portfolio on an ongoing basis. For these services, we will pay (i) a base management fee equal to a percentage of the average

outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter and (ii) an incentive fee based on our performance. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders. We have entered into the Administration Agreement with the Administrator and a separate expense reimbursement agreement with the Adviser (the “Expense Reimbursement Agreement”) under which any allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs will be reimbursed by the Fund. Under the Administration Agreement, the Administrator will be responsible for providing us with clerical, bookkeeping, recordkeeping and other administrative services. We will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs. Stockholder approval is not required to amend the Administration Agreement or the Expense Reimbursement Agreement.

If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under the Advisory Agreement, the Administration Agreement and the Expense Reimbursement Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

~~Expense Support and Conditional Reimbursement Agreement~~

On September 29, 2017, the Fund and the Adviser entered into an agreement (the “Expense Support and Conditional Reimbursement Agreement”) to limit certain of the Fund’s Operating Expenses, as defined in the Expense Support and Conditional Reimbursement Agreement, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation, the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an (“Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit”).

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Advisor reimbursed the Operating Expenses that are the subject of the repayment, subject to Sections 2(b) and 2(c) as applicable. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses, and “Total Operating Expenses” means2021, all of the Fund’s ~~operating costs and expenses incurred, as~~distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with ~~generally accepted accounting principles for investment companies. The calculation~~income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of ~~average net assets will be consistent with such periodic calculations of average net assets in~~any distribution is only ordinary income or gains.

To the extent the Fund’s ~~financial statements.~~

~~However, no Reimbursement Payment~~taxable earnings fall below the total amount of its distributions paid for ~~any quarter will~~that fiscal year, a portion of those distributions may be ~~made if: (1)~~deemed a return of capital to the ~~Effective Rate~~Fund’s stockholders for U.S. federal income tax purposes. Thus, the source of ~~Distributions Per Share (as defined below) declared~~a distribution to stockholders may be the original capital invested by the ~~Fund at the time of such Reimbursement Payment is less~~stockholder rather 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)~~ the Fund’s ~~Operating Expense Ratio at the time of such Reimbursement Payment is greater than~~income or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a~~365-day~~ year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.

The specific amount of expenses paid by the Adviser, if any, will be determined at the end of each quarter. The Fund or the Adviser may terminate the Expense Support and Conditional Reimbursement Agreement at any time, with or without notice. The Expense Support and Conditional Reimbursement Agreement will automatically terminate in the event of (a) the termination of the Investment Advisory Agreement, or (b) the Board of the Fund makes a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement that have not been reimbursed by the Fund to the Adviser.gains.

For the ~~quarter~~nine months ended September 30, 2017, the Adviser’s Expense Payment amounted to $1,002,147. See “Item 1. – Notes to Financial Statements – Note 3. Agreements and Related Party Transactions – Expense Support and Conditional Reimbursement Agreement.”

~~Off-Balance~~ ~~Sheet Arrangements~~

~~We had nooff-balance~~ ~~sheet arrangements as of December 31, 2016.~~

~~As of September 30, 2017, we had $70,928,060 in total Capital Commitments from investors,~~2020, all of the Fund’s distributions to stockholders were attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which ~~were unfunded.~~may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.

Co-investment Exemptive Order

On ~~October 11, 2016,~~August 6, 2018, the SEC granted usthe Fund relief sought in ana new exemptive application that expands ~~our ability~~the co-investment exemptive relief previously granted to the Fund in October 2016 to allow the Fund to co-invest in portfolio companies with ~~certain of our affiliates managed by the Adviser (“~~Affiliated ~~Funds”)~~Funds in a manner consistent with ~~our~~its investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with ~~certain conditions (the “Order”).~~the Order. Pursuant to the Order, ~~we are~~the Fund is permitted toco-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of ~~our~~the Fund’s 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 ~~our~~the Fund’s stockholders and do not involve overreaching in respect of usthe Fund or ~~our~~the Fund’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of ~~our~~the Fund’s stockholders and is consistent with ~~our~~the Fund’s investment objective and strategies. ~~We intend~~The Fund intends toco-invest with Affiliated Funds, subject to the conditions included in the Order.

Credit Facility

HSBC Credit Facility

On November 15, 2017, the Fund entered into the HSBC Credit Agreement to establish the HSBC Credit Facility with the HSBC Administrative Agent and any other lender that becomes a party to the HSBC Credit Agreement in accordance with the terms of the HSBC Credit Agreement, as lenders. The Fund amended and restated the HSBC Credit Agreement on January 31, 2019, and on July 8, 2021. The HSBC Credit Facility is due to mature on November 9, 2021, subject to a potential extension of up to 364 days, subject to consent by the Lenders (as defined in the HSBC Credit Agreement) and certain other terms. As of September 30, 2021, the Fund had $18,000,000 outstanding on the HSBC Credit Facility and the Fund was in compliance with the terms of the HSBC Credit Facility. As of December 31, 2020, the Fund had $46,000,000 outstanding on the HSBC Credit Facility and the Fund was in compliance with the terms of the HSBC Credit Facility.

For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.

Synovus Credit Facility

On October 15, 2020, ABPCIC Funding II entered into the Synovus Credit Facility. In connection with the Synovus Credit Facility, ABPCIC Funding II entered into, among other agreements, (i) the Synovus Loan Agreement, (ii) the securities account control agreement (the “Synovus Control Agreement”), by and among ABPCIC Funding II, the Synovus Collateral Agent and the Synovus Securities Intermediary and (iii) the amended and restated sale and contribution agreement (the “Synovus Transfer Agreement”) by and between the Fund, as seller, and ABPCIC Funding II, as purchaser.

Borrowings of ABPCIC Funding II are considered borrowings by the Fund for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. As of September 30, 2021, the Fund had $114,300,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility. As of December 31, 2020, the Fund had $84,700,000 outstanding on the Synovus Credit Facility and the Fund was in compliance with the terms of the Synovus Credit Facility.

For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.

Natixis Credit Facility

On March 24, 2021, ABPCIC Funding III entered into the Natixis Credit Facility. In connection with the Natixis Credit Facility, ABPCIC Funding III entered into, among other agreements, (i) the Natixis Credit Agreement, (ii) the Natixis Account Control Agreement, (iii) the Natixis Collateral Management Agreement, (iv) the Natixis Collateral Administration Agreement and (v) the Natixis Transfer Agreement. As of September 30, 2021, the Fund had $132,400,000 outstanding on the Natixis Credit Facility and the Fund was in compliance with the terms of the Natixis Credit Facility.

For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.

Secured Borrowings

From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counterparty for the duration of the agreement.

On September 29, 2020, the Fund entered into the Macquarie Sale/Buy-Back. The Macquarie Sale/Buy-Back had a funding cost of 1.25 bps per day and was not subject to any additional fees. On January 14, 2021, the Fund repurchased the assets it assigned to Macquarie pursuant to the Macquarie Sale/Buy-Back. As of December 31, 2020, Secured Borrowings pursuant to the Macquarie Sale/Buy-Back were $18,870,856, with a maturity of less than thirty days.

There were no Secured Borrowings outstanding as of September 30, 2021.

Secured Borrowings outstanding as of December 31, 2020 with Macquarie were as follows:

Loan Name

Trade Date

Maturity Date

bps Daily Rate

Amount

Businessolver.com, Inc.

12/23/2020

60 days or less from trade date

1.25

5,312,058

Medbridge Holdings, LLC

12/23/2020

60 days or less from trade date

1.25

7,710,514

Higginbotham Insurance Agency, Inc.

12/23/2020

60 days or less from trade date

1.25

5,848,284

18,870,856

For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.

Debt Securitization

On August 9, 2019, the Issuer and the Co-Issuer, each a newly formed special purpose vehicle, completed the CLO Transaction. The Notes offered by the Co-Issuers in the CLO Transaction are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans and participation interests in middle market loans and may also include some broadly syndicated loans. The CLO Transaction was executed through a private placement of: (i) $178,200,000 of Class A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73% per annum; (ii) $25,000,000 of Class A-2A Senior Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45% per annum; (iii) $9,950,000 of Class A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.23% per annum; (iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40% per annum; and (v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40% per annum. The Notes are scheduled to mature on August 9, 2030.

The Notes are the secured obligations of the Co-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act, as amended, or any state securities or “blue sky�� laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer pursuant to the CLO Collateral Management Agreement. For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement.

For further details, see “Note 4. Borrowings,” to the Fund’s consolidated financial statements.

Asset Coverage

In accordance with the 1940 Act, the Fund has historically only been allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 200% after such borrowing, permitting the Fund to borrow up to one dollar for investment purposes for every one dollar of investor equity. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, at the Fund’s 2018 annual meeting of stockholders, the Fund’s stockholders approved the reduction of the required minimum asset coverage ratio applicable to the Fund from 200% to 150%, which took effect on September 27, 2018. This reduction in the required minimum asset coverage ratio increases the amount of debt that the Fund is permitted to incur, permitting the Fund to borrow up to two dollars for investment purposes for every one dollar of investor equity.

As of September 30, 2021, and December 31, 2020, the Fund had total senior securities of $476,873,037 and $360,908,354, respectively, consisting of borrowings under the Revolving Credit Facilities, secured borrowings and the Notes, and had asset coverage ratios of 158% and 162%, respectively.

Critical Accounting Policies

Valuation of Investments

~~We measure~~The Fund measures the value of ~~our~~its investments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or “ASC Topic 820,” issued by the Financial Accounting Standards Board, ~~(“FASB”).~~or “FASB.” Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The audit committee of ~~our~~the Board (the “Audit ~~Committee’~~Committee”) is also responsible for assisting ~~our~~the Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, ~~our~~the Board, with the assistance of the Adviser and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by ~~our~~the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. ~~We consider~~The Fund considers a range of fair values based upon the valuation techniques utilized and ~~select~~selects the value within that range that was most representative of fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant.

Our Board will make this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective

judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

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

Level ~~1—Valuations are based on quoted~~1 – Quoted prices in active markets for identical ~~assets or liabilities that are accessible at the measurement date.~~investments.

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

Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

~~Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.~~ Level 3 ~~assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant~~– Significant unobservable inputs ~~such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to~~(including the ~~inability to observe inputs to valuation.~~

~~In certain cases, the inputs used to measure fair value may fall into different levels of~~Fund’s own assumptions in determining the fair value ~~hierarchy. In such cases, an investment’s~~of investments at the reporting date).

The level ~~within~~in the fair value hierarchy within which the fair value measurement is ~~based~~categorized in its entirety is determined on the basis of the lowest level ~~of observable~~ input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. ~~The assessment of~~If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, ~~and considers~~considering factors specific to the ~~investment.~~asset or liability.

~~Under ASC Topic 820,~~The determination of what constitutes “observable” requires significant judgment by the ~~fair value measurement also assumes~~Fund. The Fund considers observable data to be that ~~the transaction to sell an asset occurs~~market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.relevant market.

~~With respect to investments for which market quotations are not readily available, our Board will undertake a multi-step valuation process each quarter, as described below:~~

~~Our quarterly valuation process will begin with each portfolio company or investment being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;~~

~~Preliminary valuation conclusions will then be documented and discussed with the Adviser’s senior investment team;~~

~~Our Audit Committee will then review these preliminary valuations;~~

~~At least once annually, the valuation for each portfolio investment will be reviewed by an independent valuation firm; and~~

Our Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.

Because of the inherent uncertainty of valuation for all fair value investments and interests, the Board’s determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.

The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.

~~Our~~The Fund’s investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Adviser’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

~~Security Transactions, Realized/Unrealized Gains or Losses, and Income Recognition~~

Security transactions are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the statement of operations.

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Original issue discount, principally representing the estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments, and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recorded as interest income.

Management and Incentive Fees

WeThe Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund’s portfolio as of period end and the termination of the Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund’s overall investment results.

Federal Income Taxes

~~We intend to elect~~The Fund has elected to be treated, and ~~intend~~ to qualify annually, ~~thereafter,~~ as a RIC under Subchapter M of the ~~Code as soon as practicable.~~Code. Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. ~~We intend~~The Fund intends to distribute sufficient dividends to maintain ~~our~~its RIC status each year and ~~we do~~the Fund does not anticipate paying any material federal income taxes in the future.

Item 3.
Quantitative and Qualitative Disclosures ~~about~~About Market Risk

~~As of September 30, 2017 and December 31, 2016, we had not commenced investment activities.~~

~~When investing commences, we will be~~The Fund is subject to financial market risks, including changes in interest rates. To the extent that ~~we borrow~~the Fund borrows money to make investments, ~~our~~the Fund’s net investment income ~~will be~~is dependent upon the difference between the rate at which ~~we borrow~~the Fund borrows funds and the rate at which ~~we invest~~the Fund invests these funds. In periods of rising interest rates, ~~our~~the Fund’s cost of funds would increase, which may reduce ~~our~~the Fund’s net investment income. Because ~~we expect~~the Fund expects that most of ~~our~~its investments will bear interest at floating rates, ~~we anticipate~~the Fund anticipates that an increase in interest rates would have a corresponding increase in ~~our~~the Fund’s interest income that would likely offset any increase in ~~our~~the Fund’s cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on ~~our~~the Fund’s net investment income. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in the value of the securities held by the Fund.

The Fund will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because the Fund expects that there will not be a readily available market for many of the investments in the Fund’s portfolio, the Fund expects to value many of its portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce the Fund’s gross investment income and could result in a decrease in the Fund’s net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that the Fund earns on any portfolio investments, a decrease in the Fund’s operating expenses, including with respect to the Fund’s income incentive fee, or a decrease in the interest rate of the Fund’s floating interest rate liabilities tied to LIBOR.

Assuming that the consolidated statement of assets and liabilities as of September 30, 2021, were to remain constant and that the Fund took no actions to alter its existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.


Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 25 basis points	$	(101,829	)	$	(1,421,250	)	$	1,319,421
Up 100 basis points	$	919,888		$	4,174,600		$	(3,254,712	)
Up 200 basis points	$	7,678,800		$	8,857,600		$	(1,178,800	)
Up 300 basis points	$	14,667,687		$	13,540,600		$	1,127,087

In addition, although ~~we do~~the Fund does not currently intend to make investments that are denominated in a foreign currency, to the extent ~~we do, we~~it does, the Fund will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

WeThe Fund may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate usthe Fund against adverse changes in interest rates, they may also limit ~~our~~the Fund’s ability to participate in benefits of lower interest rates with respect to ~~our~~the Fund’s portfolio of investments with fixed interest rates.

Item 4.

Controls and Procedures

As of the end of the period covered by this report, wethe Fund carried out an evaluation, under the supervision and with the participation of ~~our~~the Fund’s management, including ~~our President~~the Fund’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of ~~our~~the Fund’s disclosure controls and procedures (as defined in Rule~~13a-15~~13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, ~~our President~~the Fund’s Chief Executive Officer and Chief Financial Officer have concluded that ~~our~~the Fund’s current disclosure controls and procedures are effective in timely alerting them to material information relating to usthe Fund that is required to be disclosed by usthe Fund in the reports ~~we file~~it files or ~~submit~~submits under the Exchange Act.

There have been no changes in ~~our~~the Fund’s internal control over financial reporting that occurred during ~~our~~the Fund’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, ~~our~~the Fund’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

~~We are~~The Fund is not currently subject to any material legal proceedings, nor, to ~~our~~the Fund’s knowledge, is any material legal proceeding threatened against ~~us.~~the Fund. From time to time, wethe Fund may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of ~~our~~the Fund’s rights under contracts with ~~our~~its portfolio companies. ~~Our~~The Fund’s business is also subject to extensive regulation, which may result in regulatory proceedings against ~~us.~~the Fund. While the outcome of these legal proceedings cannot be predicted with certainty, ~~we do~~the Fund does not expect that these proceedings will have a material effect upon ~~our~~its financial condition or results of operations.

Item 1A.

Risk Factors

~~As of~~In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which could materially affect the Fund’s business, financial condition and/or operating results. The risks described in the Fund’s Annual Report on Form 10-K are not the only risks the Fund faces. Additional risks and uncertainties that are not currently known to the Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Fund’s business, financial condition and/or operating results. During the nine months ended September 30, ~~2017,~~2021, there have been no material changes from the risk factors set forth in ~~our~~the Fund’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2020 and the Fund’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, except for the following.

The Small Business Credit Availability Act allows the Fund to incur additional leverage, which may increase the risk of investing with 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 assuming that the Fund employs leverage such that the Fund’s asset coverage equals (1) the Fund’s actual asset coverage as of September 30, 2021 and (2) 150%, each at various annual returns, net of expenses and as of September 30, 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.


Assumed Return on the Fund’s Portfolio (net of expenses)	(10.00	)%	(5.00	)%	0.00	%	5.00	%	10.00	%

Corresponding net return to holders of common stock assuming actual asset coverage as of September 30, 2021⁽¹⁾	(33.8	)%	(19.8	)%	(5.9	)%	8.1	%	22.0	%
Corresponding net return to holders of common stock assuming 150% asset coverage⁽²⁾	(36.6	)%	(21.66	)%	(6.6	)%	8.4	%	23.4	%

⁽¹⁾	Assumes $775.8 million in total portfolio assets, $497.1 million in debt outstanding, $278.7 million in net assets, and an average cost of funds of 3.3%. Actual interest payments may be different.

⁽²⁾	Assumes $775.8 million in total portfolio assets, $517.2 million in debt outstanding, $258.6 million in net assets, and an average cost of funds of 3.3%. Actual interest payments may be different.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~Except as previously reported by the Fund on its current reports on Form 8-K, the Fund did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

~~Not applicable.~~None.

Item 6.

Exhibits

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



~~3.1~~		~~Articles of Incorporation~~⁽¹⁾

~~3.2~~		~~Articles of Amendment~~⁽¹⁾

~~3.3~~		~~Articles of Amendment and Restatement~~⁽³⁾

~~3.4~~		~~Bylaws~~⁽²⁾

~~10.1~~		~~Investment Advisory Agreement between the Fund and the Adviser, dated July 27, 2017~~⁽³⁾

~~10.2~~		~~License Agreement between the Fund and the Adviser, dated August 14, 2017~~⁽³⁾

~~10.3~~		Form of Subscription Agreement*

~~10.4~~		~~Expense Reimbursement Agreement, dated August 14, 2017~~⁽³⁾

~~10.5~~		~~Administration Agreement, dated September 29, 2017~~⁽⁴⁾

~~10.6~~		~~Custodian Agreement, dated September 29, 2017~~⁽⁴⁾

~~10.7~~		~~Expense Support and Conditional Reimbursement Agreement, dated September 29, 2017~~⁽⁴⁾

~~10.8~~		~~Dividend Reinvestment Plan, dated September 29, 2017~~⁽⁴⁾

31.1		Certification of Chief Executive Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amendedamended.

31.2		Certification of Chief Financial Officer pursuant to Rule13a-14 of the Securities Exchange Act of 1934, as amendedamended.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

~~32.2~~		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002, as amended.

~~(1)~~

~~Previously filed as an exhibit to the Registration Statement on Form 10 (FileNo. 000-55640)~~ ~~filed with the SEC on April 8, 2016.~~

~~(2)~~

~~Previously filed as an exhibit to the Registration Statement on Form 10 (FileNo. 000-55640)~~ ~~filed with the SEC on July 1, 2016.~~

~~(3)~~

~~Previously filed as an exhibit to the Fund’s quarterly report on Form10-Q~~ ~~(FileNo. 814-01196)~~ ~~filed with the SEC on August 14, 2017.~~

~~(4)~~

~~Previously filed as an exhibit to the Fund’s current report on Form8-K~~ ~~(File No.814-01196~~ ~~filed with the SEC on September 29, 2017.~~

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		AB PRIVATE CREDIT INVESTORS CORPORATION

Date: November ~~13, 2017~~12, 2021	By:	/s/ J. Brent Humphries
		J. Brent Humphries
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:November ~~13, 2017~~12, 2021	By:	/s/ Wesley Raper
		Wesley Raper
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)


	September 30, 2017 (unaudited)		December 31, 2016
ASSETS:
Cash	$	25,000	$	1,000
Expense Payment from Adviser	$	565,647
Deferred Offering Cost	$	235,353

Total Assets	$	826,000	$	1,000

LIABILITIES:
Organizational and Offering Expenses	$	703,000
Professional Fees	$	98,000

Total Liabilities	$	801,000	$	0

Net Assets	$	25,000	$	1,000
Composition of Net Assets:
Common Stock, $0.01 par value	$	25	$	1
Additional paid in capital		24,975		999

	$	25,000	$	1,000

Shares
Net asset value per share (2,500 and 100 shares of Common Stock issued and outstanding at September 30, 2017 and December 31, 2016, respectively)	$	10.00	$	10.00


	As of September 30, 2021 (Unaudited)		As of December 31, 2020
Assets
Investments, at fair value (amortized cost of $714,038,471 and $539,228,460, respectively)	$	719,641,696	$	533,035,030
Cash and cash equivalents		48,494,960		22,410,622
Interest receivable		2,802,672		2,264,308
Deferred financing costs		2,282,355		1,648,701
Receivable for investments sold		1,568,722		80,413
Receivable for fund shares		559,001		33,298,880
Prepaid expenses		413,178		292,668
Prepaid directors’ fee		48,152		—
Other assets		—		879

Total assets	$	775,810,736	$	593,031,501

Liabilities
Credit facility payable	$	264,700,000	$	130,700,000
Notes payable (net of unamortized discount of $22,974 and $26,440, respectively, and debt issuance costs of $953,989 and $1,786,062, respectively)		212,173,037		211,337,498
Payable for Fund shares repurchased		8,661,434		—
Interest and borrowing expenses payable		2,480,248		1,554,186
Distribution payable		2,352,532		1,541,994
Management fees payable		2,184,542		1,533,338
Payable to Adviser		1,629,480		1,568,252
Professional fees payable		1,472,245		484,248
Incentive fee payable		876,623		2,353,074
Administrator and custodian fees payable		520,256		136,170
Transfer agent fees payable		20,455		13,809
Payable for investments purchased		1,331		—
Miscellaneous payable		—		1,840
Accrued organization costs		—		106,510
Secured borrowings		—		18,870,856
Due to affiliate		—		469,453

Total liabilities	$	497,072,183	$	370,671,228

Commitments and Contingencies (Note 6)

Net Assets
Common stock, par value $0.01 per share (200,000,000 shares authorized, 28,561,167 and 23,775,222 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively)		285,612		237,752
Paid-in capital in excess of par value		272,906,060		227,482,784
Distributable earnings (accumulated loss)		5,537,798		(5,360,904	)

Total net assets of AB Private Credit Investors Corporation	$	278,729,470	$	222,359,632

Non-Controlling Interest in ABPCIC Equity Holdings, LLC	$	9,083	$	641

Total net assets	$	278,738,553	$	222,360,273

Total liabilities and net assets	$	775,810,736	$	593,031,501

Net asset value per share of AB Private Credit Investors Corporation	$	9.76	$	9.35


	Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
Investment income
Total Investment Income	$	0		$	0

Operating expenses
Organizational and Offering Expenses		467,647			467,647
Directors’ Fees		149,000			149,000
Professional Fees		385,500			385,500

Total Operating Expenses		1,002,147			1,002,147

Expense Payment		(1,002,147	)		(1,002,147	)

Net Income	$	0		$	0


	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings			Non-Controlling Interest - ABPCIC Equity Holdings, LLC			Total Net Assets
Net assets at June 30, 2021		27,550,916		$	275,509		$	263,059,733		$	2,569,179		$	3,580		$	265,908,001
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			4,947,190			(172	)		4,947,018
Net realized gain (loss) on investments		—			—			—			(515,755	)		—			(515,755	)
Net change in unrealized appreciation (depreciation) on investments		—			—			—			3,480,134			440			3,480,574
Capital transactions:
Issuance of common stock		1,632,591			16,326			15,913,727			—			—			15,930,053
Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC		—			—			—			—			5,235			5,235
Issuance of common shares pursuant to distribution reinvestment plan		265,157			2,652			2,585,159			—			—			2,587,811
Repurchase of common stock		(887,497	)		(8,875	)		(8,652,559	)		—			—			(8,661,434	)
Distributions to stockholders		—			—			—			(4,942,950	)		—			(4,942,950	)

Total increase (decrease) for the three months ended September 30, 2021		1,010,251			10,103			9,846,327			2,968,619			5,503			12,830,552

Net assets at September 30, 2021		28,561,167		$	285,612		$	272,906,060		$	5,537,798		$	9,083		$	278,738,553

Distributions declared per share		—		$	—		$	—		$	0.17		$	—		$	0.17

Net assets at December 31, 2020		23,775,222		$	237,752		$	227,482,784		$	(5,360,904	)	$	641		$	222,360,273
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			13,861,196			(593	)		13,860,603
Net realized gain (loss) on investments		—			—			—			(901,820	)		—			(901,820	)
Net change in unrealized appreciation (depreciation) on investments		—			—			—			11,795,782			873			11,796,655
Capital transactions:
Issuance of common stock		7,272,536			72,725			69,254,091			—			—			69,326,816
Contribution of non-controlling interest into ABPCIC Equity Holdings, LLC		—			—			—			—			8,162			8,162
Issuance of common shares pursuant to distribution reinvestment plan		736,749			7,368			7,080,662			—			—			7,088,030
Repurchase of common stock		(3,223,340	)		(32,233	)		(30,911,477	)		—			—			(30,943,710	)
Distributions to stockholders		—			—			—			(13,856,456	)		—			(13,856,456	)

Total increase (decrease) for the nine months ended September 30, 2021		4,785,945			47,860			45,423,276			10,898,702			8,442			56,378,280

Net assets at September 30, 2021		28,561,167		$	285,612		$	272,906,060		$	5,537,798		$	9,083		$	278,738,553

Distributions declared per share		—		$	—		$	—		$	0.49		$	—		$	0.49


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
—	—	—


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION		3

Item 1.	Consolidated Financial Statements		3
	~~Statement of Assets and Liabilities as of September 30, 2017 (unaudited) and December 31, 2016~~		3
	~~Statement of Operations for the three and nine months ended September 30, 2017 (unaudited)~~		4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1150

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2064

Item 4.	Controls and Procedures		2065

PART II.	OTHER INFORMATION		2165

Item 1.	Legal Proceedings		2165

Item 1A.	Risk Factors		2166

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2167

Item 3.	Defaults Upon Senior Securities		2167

Item 4.	Mine Safety Disclosures		2167

Item 5.	Other Information		2167

Item 6.	Exhibits		2167

SIGNATURES


	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	24,755,438		$	634,361

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(288,237,393	)		(119,099,067	)
Payment-in-kind investments		(1,080,232	)		(641,304	)
Proceeds from sales of investments and principal repayments		116,201,355			43,138,316
Net realized (gain) loss on investments		901,820			(12,605	)
Net change in unrealized (appreciation) depreciation on investments		(11,796,655	)		8,424,761
Amortization of premium and accretion of discount, net		(2,595,561	)		(1,495,895	)
Amortization of discount, debt issuance and deferred financing costs		1,905,402			775,460

Increase (decrease) in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(1,488,309	)		143,139
(Increase) decrease in interest receivable		(538,364	)		(299,880	)
(Increase) decrease in other assets		879			—
(Increase) decrease in prepaid director fee		(48,152	)		—
(Increase) decrease in prepaid expenses		(120,510	)		(326,836	)
Increase (decrease) in investments purchased payable		1,331			—
Increase (decrease) in due to affiliate		(469,453	)		—
Increase (decrease) in management fees payable		651,204			290,897
Increase (decrease) in payable to Adviser		61,228			2,044,696
Increase (decrease) in administrator and custodian fees payable		384,086			40,993
Increase (decrease) in professional fees payable		987,997			80,441
Increase (decrease) in miscellaneous payable		(1,840	)		(25,295	)
Increase (decrease) in incentive fees payable		(1,476,451	)		895,912
Increase (decrease) in directors’ fees payable		—			50,000
Increase (decrease) in transfer agent fees payable		6,646			3,686
Increase (decrease) in interest and borrowing expenses payable		926,062			(2,336,124	)
Increase (decrease) in accrued organization		(106,510	)		—
Increase (decrease) in accrued expenses and other liabilities		—			58,112

Net cash provided by (used for) operating activities		(161,175,982	)		(67,656,232	)

Cash flows from financing activities
Issuance of common stock		102,066,695			61,724,129
Contribution of Non-Controlling Interest into ABPCIC Equity Holdings, LLC		8,162			641
Repurchase of common stock		(22,282,276	)		—
Distributions paid		(5,957,888	)		(3,836,359	)
Financing costs paid		(1,703,517	)		—
Borrowings on credit facility		302,000,000			79,000,000
Repayments of credit facility		(168,000,000	)		(64,000,000	)
Proceeds on secured borrowings		—			3,430,000
Repayments on secured borrowings		(18,870,856	)		—

Net cash provided by (used for) financing activities		187,260,320			76,318,411

Net increase (decrease) in cash		26,084,338			8,662,179
Cash and cash equivalents, beginning of period		22,410,622			14,931,791

Cash and cash equivalents, end of period	$	48,494,960		$	23,593,970

Supplemental and non-cash financing activities
Cash paid during the period for interest	$	6,580,970		$	7,843,662
Issuance of common shares pursuant to distribution reinvestment plan	$	7,088,030		$	4,765,554
Conversion of outstanding balance on the HSBC Credit Facility to the 2021 HSBC Credit Facility*	$	23,000,000		$	—


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value
EvolveIP, LLC⁽¹⁾	Digital Infrastructure & Services	Delayed Draw Term Loan	6.75% (L + 5.75%; 1.00% Floor)	06/07/2023	$	112,523	$	107,054		$	112,523
EvolveIP, LLC^{(1) (5)}	Digital Infrastructure & Services	Revolver	6.75% (L + 5.75%; 1.00% Floor)	06/07/2023		—		(4,088	)		—
EvolveIP, LLC⁽²⁾	Digital Infrastructure & Services	Term Loan	6.75% (L + 5.75%; 1.00% Floor)	06/07/2023		6,517,439		6,467,506			6,517,439
Fatbeam, LLC^{(1) (5)}	Digital Infrastructure & Services	Delayed Draw Term Loan	7.25% (L + 6.25%; 1.00% Floor)	02/22/2026		—		(31,946	)		(40,241	)
Fatbeam, LLC^{(1) (5)}	Digital Infrastructure & Services	Delayed Draw Term Loan	7.25% (L + 6.25%; 1.00% Floor)	02/22/2026		—		(31,946	)		(40,241	)
Fatbeam, LLC^{(1) (5)}	Digital Infrastructure & Services	Revolver	7.25% (L + 6.25%; 1.00% Floor)	02/22/2026		—		(12,778	)		(16,096	)
Fatbeam, LLC^{(3) (4)}	Digital Infrastructure & Services	Term Loan	7.25% (L + 6.25%; 1.00% Floor)	02/22/2026		6,438,490		6,309,730			6,277,528
Fuze, Inc.^{(3) (4)}	Digital Infrastructure & Services	Delayed Draw Term Loan	9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor)	09/20/2024		2,238,146		1,839,957			2,210,169
Fuze, Inc.^{(1) (5)}	Digital Infrastructure & Services	Revolver	9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor)	09/20/2024		—		(3,320	)		(13,893	)
Fuze, Inc.^{(2) (4)}	Digital Infrastructure & Services	Term Loan	9.675% (L + 5.625%; 2.30% PIK; 1.75% Floor)	09/20/2024		9,537,639		9,504,870			9,418,418
MBS Holdings, Inc.^{(1) (5)}	Digital Infrastructure & Services	Revolver	6.75% (L + 5.75%; 1.00% Floor)	04/16/2027		—		(18,047	)		(9,742	)
MBS Holdings, Inc.^{(2) (3) (4)}	Digital Infrastructure & Services	Term Loan	6.75% (L + 5.75%; 1.00% Floor)	04/16/2027		10,494,725		10,300,302			10,389,778
Single Digits, Inc.⁽³⁾	Digital Infrastructure & Services	Delayed Draw Term Loan	7.00% (L + 6.00%; 1.00% Floor)	12/21/2023		603,019		600,064			600,003
Single Digits, Inc.^{(1) (5)}	Digital Infrastructure & Services	Revolver	7.00% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(1,866	)		(2,081	)
Single Digits, Inc.⁽²⁾	Digital Infrastructure & Services	Term Loan	7.00% (L + 6.00%; 1.00% Floor)	12/21/2023		3,237,628		3,220,788			3,221,440
Thrive Buyer, Inc^{(1) (5)}	Digital Infrastructure & Services	Revolver	7.00% (L + 6.00%; 1.00% Floor)	01/22/2027		—		(13,343	)		—
Thrive Buyer, Inc.^{(1) (2) (3)}	Digital Infrastructure & Services	Delayed Draw Term Loan	7.00% (L + 6.00%; 1.00% Floor)	01/22/2027		2,166,532		2,058,521			2,166,532
Thrive Buyer, Inc.^{(2) (3) (4)}	Digital Infrastructure & Services	Term Loan	7.00% (L + 6.00%; 1.00% Floor)	01/22/2027		11,915,081		11,697,539			11,915,081
Towerco IV Holdings, LLC^{(1) (2) (3)}	Digital Infrastructure & Services	Delayed Draw Term Loan	6.63% (L + 5.63%; 1.00% Floor)	04/23/2026		12,670,214		12,474,387			12,504,373
Accelerate Resources Operating, LLC^{(1) (5)}	Energy	Revolver	7.50% (L + 6.50%; 1.00% Floor)	02/24/2026		—		(6,143	)		—
Accelerate Resources Operating, LLC⁽²⁾	Energy	Term Loan	7.50% (L + 6.50%; 1.00% Floor)	02/24/2026		4,344,667		4,280,484			4,344,667
Bowline Energy, LLC⁽²⁾	Energy	Term Loan	7.50% (L + 6.50%; 1.00% Floor)	08/09/2025		3,603,187		3,559,023			3,603,187
Galway Borrower, LLC^{(1) (5)}	Financials	Delayed Draw Term Loan	6.00% (L + 5.25%; 0.75% Floor)	09/29/2028		—		(8,112	)	��	(8,112	)
Galway Borrower, LLC^{(1) (5)}	Financials	Revolver	6.00% (L + 5.25%; 0.75% Floor)	09/30/2027		—		(5,408	)		(5,408	)
Galway Borrower, LLC^{(2) (3)}	Financials	Term Loan	6.00% (L + 5.25%; 0.75% Floor)	09/29/2028		3,528,855		3,458,278			3,458,278
Purchasing Power, LLC⁽²⁾	Financials	Term Loan	7.75% (L + 6.75%; 1.00% Floor)	02/06/2024		2,337,080		2,314,889			2,337,080
TA/WEG Holdings, LLC^{(1) (5)}	Financials	Delayed Draw Term Loan	6.75% (L + 5.75%; 1.00% Floor)	10/04/2027		—		(15,830	)		(15,830	)
TA/WEG Holdings, LLC⁽¹⁾	Financials	Revolver	6.75% (L + 5.75%; 1.00% Floor)	10/04/2027		284,945		283,045			283,045
American Physician Partners, LLC^{(2) (3)}	Healthcare & HCIT	Delayed Draw Term Loan	9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor)	12/21/2021		976,089		974,923			976,089
American Physician Partners, LLC⁽¹⁾	Healthcare & HCIT	Revolver	9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor)	12/21/2021		346,322		345,813			346,322
American Physician Partners, LLC⁽²⁾	Healthcare & HCIT	Term Loan	9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor)	12/21/2021		5,173,507		5,166,976			5,173,507
American Physician Partners, LLC⁽³⁾	Healthcare & HCIT	Term Loan	9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor)	12/21/2021		1,119,090		1,117,888			1,119,090
American Physician Partners, LLC^{(2) (3)}	Healthcare & HCIT	Term Loan	9.25% (L + 6.75%; 1.50% PIK; 1.00% Floor)	12/21/2021		2,077,241		2,026,499			2,077,241
Analogic Corporation^{(1) (5)}	Healthcare & HCIT	Revolver	6.25% (L + 5.25%; 1.00% Floor)	06/22/2023		—		(1,420	)		(7,486	)
Analogic Corporation^{(2) (4)}	Healthcare & HCIT	Term Loan	6.25% (L + 5.25%; 1.00% Floor)	06/24/2024		2,101,458		2,081,351			2,027,907
BK Medical Holding Company, Inc.^{(1) (5)}	Healthcare & HCIT	Revolver	6.25% (L + 5.25%; 1.00% Floor)	06/22/2023		—		(1,640	)		(804	)
BK Medical Holding Company, Inc.⁽⁴⁾	Healthcare & HCIT	Term Loan	6.25% (L + 5.25%; 1.00% Floor)	06/22/2024		2,957,795		2,939,375			2,950,400
Caregiver 2, Inc.⁽¹⁾	Healthcare & HCIT	Delayed Draw Term Loan	6.25% (L + 5.25%; 1.00% Floor)	07/24/2025		522,908		491,407			495,345
Caregiver 2, Inc.⁽⁴⁾	Healthcare & HCIT	Term Loan	6.25% (L + 5.25%; 1.00% Floor)	07/24/2025		679,431		668,674			667,541
Caregiver 2, Inc.⁽⁴⁾	Healthcare & HCIT	Term Loan	6.25% (L + 5.25%; 1.00% Floor)	07/24/2025		4,733,646		4,658,702			4,650,808
Caregiver 2, Inc.⁽³⁾	Healthcare & HCIT	Term Loan	6.25% (L + 5.25%; 1.00% Floor)	07/24/2025		648,255		636,251			636,910
Coding Solutions Acquisition, Inc.^{(1) (5)}	Healthcare & HCIT	Delayed Draw Term Loan	7.00% (L + 6.00%; 1.00% Floor)	12/31/2026		—		(21,465	)		—


Portfolio Company	Industry		Shares		Cost		Fair Value
Canadian Common Stock—0.09%
Auvik^{(10) (13) (24)}	Software & Tech Services			244,920	$	244,920	$	244,920

Total Canadian Common Stock						244,920		244,920
U.S. Warrants—0.32%
Fuze, Inc., expire 04/26/2031⁽¹³⁾	Digital Infrastructure & Services			613,241		—		207,861
Healthcare Services Acquisition, expire 12/31/2027^{(10) (13)}	Healthcare & HCIT			14,079		—		—
Healthcare Services Acquisition, expire 12/31/2027^{(10) (13) (20)}	Healthcare & HCIT			23,721		23,721		15,656
SBS Ultimate Holdings, LP, expire 09/18/2030⁽¹³⁾	Healthcare & HCIT			17,419		—		—
Alphasense, Inc., expire 05/29/2027^{(10) (13)}	Software & Tech Services			38,346		35,185		204,544
Alphasense, Inc., expire 12/22/2027^{(10) (13)}	Software & Tech Services			2,049		—		12,144
Degreed, Inc., expire 04/11/2028⁽¹³⁾	Software & Tech Services			7,624		—		41,348
Degreed, Inc., expire 05/31/2026⁽¹³⁾	Software & Tech Services			26,294		46,823		279,553
Streamsets, Inc., expire 11/25/2027⁽¹³⁾	Software & Tech Services			23,382		16,367		14,072
Vectra AI, Inc., expire 03/18/2031⁽¹³⁾	Software & Tech Services			35,156		58,190		113,588

Total U.S. Warrants						180,286		888,766
United Kingdom Warrants—0.08%
GlobalWebIndex, Inc., expire 12/30/2027⁽¹³⁾	Software & Tech Services			8,832		159,859		212,439

Total United Kingdom Warrants						159,859		212,439

TOTAL INVESTMENTS—258.18%⁽²⁵⁾					$	714,038,471	$	719,641,696

Cash Equivalents—4.66%
U.S. Investment Companies—4.66%
Blackrock T Fund I^{(20) (26)}	Money Market Portfolio	0.01%⁽²⁷⁾		12,984,533	$	12,984,533	$	12,984,533

Total U.S. Investment Companies						12,984,533		12,984,533

Total Cash Equivalents						12,984,533		12,984,533
LIABILITIES IN EXCESS OF OTHER ASSETS—(162.84%)							$	(453,887,676	)

NET ASSETS—100.00%							$	278,738,553

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