UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2018~~2019

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

COMMISSION FILE NUMBER:814-01196

AB Private Credit Investors Corporation

(Exact name of registrant as specified in its charter)

Maryland

47-5049745

(State of incorporation)

(I.R.S. Employer

Identification No.)

1345 Avenues of the Americas

New York, NY 10105

(Address of principal executive offices)

(212)969-1000

(Registrant’s telephone number, including area code)

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


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

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

Common Stock, par value $0.01 per share

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

The issuer had ~~5,071,409~~12,498,946 shares of common stock, $0.01 par value per share, outstanding as of November 14, ~~2018.~~2019.

AB PRIVATE CREDIT INVESTORS CORPORATION

FORM10-Q FOR THE QUARTER ENDED September 30, ~~2018~~2019

Table of Contents


	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements		3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2335

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3857

Item 4.	Controls and Procedures		3957

PART II.	OTHER INFORMATION		3958

Item 1.	Legal Proceedings		3958

Item 1A.	Risk Factors		3958

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4059

Item 3.	Defaults Upon Senior Securities		4059

Item 4.	Mine Safety Disclosures		4059

Item 5.	Other Information		4059

Item 6.	Exhibits		4160

SIGNATURES

Item 1.

Financial Statements

~~Item 1. Financial~~AB Private Credit Investors Corporation

Consolidated Statements of Assets and Liabilities

AB Private Credit Investors Corporation

Statements of Assets and Liabilities

�� As of
September 30,
2018
(Unaudited) As of
December 31,
2017
Assets

Investments, at fair value (amortized cost of $85,453,778 and $23,877,276, respectively)
   $ 85,428,763 $ 23,873,030
Cash and cash equivalents
   2,466,694 17,139,858
Receivable from Adviser
   629,186 2,210
Interest receivable
   456,847 69,773
Prepaid expenses
   164,774 102,390
Deferred financing costs
   130,511 238,984
Receivable for investments sold
   5,633 —
Deferred offering costs
   —   156,089
Receivable for fund shares sold
   —   6,457,252


Total assets
   $ 89,282,408 $ 48,039,586


Liabilities

Credit facility payable
   $ 36,250,000 $ 23,500,000
Professional fees payable
   947,589 158,954
Management fees payable
   483,562 —
Distribution payable
   277,657 —
Administrator and custodian fees payable
   184,196 28,692
Accrued expenses and other liabilities
   98,402 6,292
Interest and credit facility expense payable
   82,826 20,434
Incentive fee payable
   33,904 —
Transfer agent fees payable
   6,855 —
Excise tax payable
   —   2,336
Directors’ fees payable
   —   187
Accrued organization and offering costs
   —   90,308


Total liabilities
   $ 38,364,991 $ 23,807,203


Commitments and Contingencies (Note 7)

Net Assets

Common stock, par value $0.01 per share (200,000,000 shares authorized, 5,071,409 and 2,417,371 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively)
   50,714 24,174
Paid-in capital in excess of par value
   50,879,175 24,152,786
Distributable earnings (accumulated loss)
   (12,472 ) 55,423


Total net assets
   $ 50,917,417 $ 24,232,383


Total liabilities and net assets
   $ 89,282,408 $ 48,039,586


Net asset value per share
   $ 10.04 $ 10.02


	As of September 30, 2019 (Unaudited)			As of December 31, 2018
Assets
Investments, at fair value (amortized cost of $299,530,860 and $138,512,243, respectively)	$	298,399,417		$	137,803,133
Cash and cash equivalents		38,078,058			2,510,208
Interest receivable		1,978,991			808,707
Receivable for investments sold		187,501			—
Prepaid expenses		180,502			102,390
Deferred financing costs		55,200			172,580
Receivable for fund shares sold		—			12,566,810

Total assets	$	338,879,669		$	153,963,828

Liabilities
Notes payable (net of unamortized discount and debt issuance costs of $3,195,624 and $0, respectively)	$	209,954,376		$	—
Interest and borrowing expenses payable		1,291,433			247,376
Management fees payable		956,799			830,130
Distribution payable		767,927			403,999
Incentive fee payable		654,162			199,862
Professional fees payable		494,338			491,910
Payable to Adviser		440,560			90,446
Administrator and custodian fees payable		146,101			215,678
Directors’ fees payable		41,773			—
Accrued expenses and other liabilities		10,747			—
Transfer agent fees payable		8,104			10,717
Credit facility payable		—			88,200,000

Total liabilities	$	214,766,320		$	90,690,118

Commitments and Contingencies (Note 6)

Net Assets
Common stock, par value $0.01 per share (200,000,000 shares authorized, 12,498,946 and 6,383,672 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively)		124,989			63,837
Paid-in capital in excess of par value		125,005,710			63,838,147
Distributable earnings (accumulated loss)		(1,017,350	)		(628,274	)

Total net assets	$	124,113,349		$	63,273,710

Total liabilities and net assets	$	338,879,669		$	153,963,828

Net asset value per share	$	9.93		$	9.91

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Statements of Operations

   For the three months ended
September 30, For the nine months ended
September 30,
   2018 2017 2018 2017
Investment Income:

Interest income, net of amortization/accretion
   $ 1,581,876 $ —   $ 3,189,114 $ —
Other fee income
   2,479 —   2,479 —


Total investment income
   1,584,355 —   3,191,593 —


Expenses:

Professional fees
   379,861 385,500 1,624,403 385,500
Interest and credit facility expenses
   494,991 —   927,005 —
Management fees
   281,892 —   560,765 —
Insurance expenses
   62,383 —   185,116 —
Organizational expenses and offering costs
   52,221 467,647 156,089 467,647
Administration and custodian fees
   39,546 —   155,504 —
Directors’ fees
   37,223 149,000 108,346 149,000
Income-based incentive fee
   66,206 —   66,206 —
Transfer agent fees
   561 —   561 —
Other expenses
   78,595 —   231,873 —


Total expenses
   1,493,479 1,002,147 4,015,868 1,002,147
Expense reimbursement from Adviser
   (462,465 ) (1,002,147 ) (2,052,539 ) (1,002,147 )
Waived management fees
   (39,913 ) —   (77,203 ) —
Waived incentive fees
   (32,302 ) —   (32,302 ) —


Net expenses
   958,799 —   1,853,824 —


Net investment income before taxes
   625,556 —   1,337,769 —


Excise tax expense
   —   —   3 —


Net investment income
   625,556 —   1,337,766 —


Net realized and unrealized gains (losses) on investment transactions:

Net realized gain (loss) from investments
   —   —   —   —
Net change in unrealized appreciation (depreciation) from investments
   25,402 —   (20,769 ) —


Net realized and unrealized gains (losses)
   25,402 —   (20,769 ) —


Net increase in net assets resulting from operations
   $ 650,958 $ —   $ 1,316,997 $ —


Net investment income per share (basic and diluted):

Net investment income per share (basic and diluted):
   $ 0.15 $ —   $ 0.41 $ —
Earnings per share (basic and diluted):
   $ 0.16 $ —   $ 0.40 $ —
Weighted average shares outstanding:
   4,168,629 2,500 3,258,111 1,300
Distributions declared per share:
   $ 0.12 $ —   $ 0.37 $ —

~~See Notes to Financial Statements~~

AB Private Credit Investors Corporation

Unaudited Statements of Changes in Net Assets

   Nine Months
Ended
September 30,
2018 Nine Months
Ended
September 30,
2017
Increase (decrease) in net assets resulting from operations:

Net investment income
   $ 1,337,766 $ —
Net realized gain on investments
   —   —
Net change in unrealized appreciation (depreciation) on investments
   (20,769 ) —


Net increase in net assets resulting from operations
   1,316,997 —


Distributions to shareholders
   (1,384,892 ) —
Capital transactions:

Issuance of common stock (2,576,996 and 2,400 shares, respectively)
   25,980,591 24,000
Issuance of common shares pursuant to distribution reinvestment plan (77,042 and 0 shares, respectively)
   772,338 —


Net increase in net assets resulting from capital transactions
   26,752,929 24,000


Total increase in net assets
   26,685,034 24,000
Net assets at beginning of period
   24,232,383 1,000


Net assets at end of period
   $ 50,917,417 $ 25,000

~~See Notes to Financial Statements~~

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of ~~Cash Flows~~Operations

   Nine Months
Ended
September 30,
2018 Nine Months
Ended
September 30,
2017
Cash flows from operating activities

Net increase (decrease) in net assets resulting from operations
   $ 1,316,997 $ —
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:

Purchases of investments
   (67,235,166 ) —
Proceeds from sales of investments and principal repayments
   5,780,804 —
Net change in unrealized (appreciation) depreciation on investments
   20,769 —
Amortization of premium and accretion of discount, net
   (122,140 ) —
Amortization of deferred financing costs
   288,965 —
Amortization of deferred offering costs
   156,089 —
Increase (decrease) in operating assets and liabilities:

(Increase) decrease in receivable for investments sold
   (5,633 ) —
(Increase) decrease in interest receivable
   (387,074 ) —
(Increase) decrease in receivable from Adviser
   (626,976 ) —
(Increase) decrease in prepaid expenses
   (62,384 ) —
Increase (decrease) in management fees payable
   483,562 —
Increase (decrease) in administrator and custodian fees payable
   155,504 —
Increase (decrease) in professional fees payable
   788,635 —
Increase (decrease) in excise tax payable
   (2,336 ) —
Increase (decrease) in incentive fees payable
   33,904 —
Increase (decrease) in directors’ fees payable
   (187 ) —
Increase (decrease) in transfer agent fees payable
   6,855 —
Increase (decrease) in interest and credit facility expense payable
   62,392 —
Increase (decrease) in accrued organization costs
   (90,308 ) —
Increase (decrease) in accrued expenses and other liabilities
   92,110 —


Net cash provided by (used for) operating activities
   (59,345,618 ) —


Cash flows from financing activities

Issuance of common stock
   32,437,843 24,000
Distributions paid
   (334,897 ) —
Financing costs paid
   (180,492 ) —
Borrowings on debt
   77,750,000 —
Repayments of debt
   (65,000,000 ) —


Net cash provided by (used for) financing activities
   44,672,454 24,000


Net increase (decrease) in cash
   (14,673,164 ) 24,000
Cash, beginning of period
   17,139,858 1,000


Cash, end of period
   $ 2,466,694 $ 25,000


Supplemental andnon-cash financing activities

Cash paid during the period for interest
   $ 531,923 $ —
Issuance of common shares pursuant to distribution reinvestment plan
   $ 772,338 $ —
Excise taxes paid
   $ 2,339 $ —


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Investment Income:
Interest income, net of amortization/accretion	$	5,718,631		$	1,581,876		$	14,290,652		$	3,189,114
Payment-in-kind interest		104,675			—			166,946			—
Other fee income		35,731			2,479			171,072			2,479

Total investment income		5,859,037			1,584,355			14,628,670			3,191,593

Expenses:
Interest and borrowing expenses		2,424,364			494,991			5,844,084			927,005
Management fees		1,017,059			281,892			2,477,129			560,765
Professional fees		379,792			379,861			1,197,314			1,624,403
Collateral management fees		367,534			—			693,343			—
Income-based incentive fee		180,792			66,206			586,627			66,206
Administration and custodian fees		113,524			39,546			259,233			155,504
Insurance expenses		68,338			62,383			193,013			185,116
Directors’ fees		37,500			37,223			112,500			108,346
Transfer agent fees		8,104			561			19,203			561
Offering costs		—			52,221			—			156,089
Other expenses		103,084			78,595			318,440			231,873

Total expenses		4,700,091			1,493,479			11,700,886			4,015,868
Waived collateral management fees		(367,534	)		—			(693,343	)		—
Expense reimbursement from Adviser		(31,875	)		(462,465	)		(447,556	)		(2,052,539	)
Waived management fees		(60,261	)		(39,913	)		(191,359	)		(77,203	)
Waived incentive fees		(56,255	)		(32,302	)		(132,327	)		(32,302	)

Net expenses		4,184,166			958,799			10,236,301			1,853,824

Net investment income before taxes		1,674,871			625,556			4,392,369			1,337,769

Excise tax expense		—			—			—			3

Net investment income		1,674,871			625,556			4,392,369			1,337,766

Net realized and change in unrealized gains (losses) on investment transactions:
Net realized gain (loss) from investments		76,718			—			64,058			—
Net change in unrealized appreciation (depreciation) from investments		(470,046	)		25,402			(422,333	)		(20,769	)

Net realized and change in unrealized gains (losses)		(393,328	)		25,402			(358,275	)		(20,769	)

Net increase in net assets resulting from operations	$	1,281,543		$	650,958		$	4,034,094		$	1,316,997

Net investment income per share (basic and diluted):
Net investment income per share (basic and diluted):	$	0.15		$	0.15		$	0.48		$	0.41
Earnings per share (basic and diluted):	$	0.11		$	0.16		$	0.44		$	0.40
Weighted average shares outstanding:		11,226,276			4,168,629			9,182,983			3,258,111

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets


	Common Stock
	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Net assets at June 30, 2019		10,620,261		$	106,203		$	106,234,097		$	(623,964	)	$	105,716,336
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			1,674,871			1,674,871
Net realized gain (loss) on investments		—			—			—			76,718			76,718
Net change in unrealized appreciation (depreciation) on investments		—			—			—			(470,046	)		(470,046	)
Capital transactions:
Issuance of common stock		1,795,822			17,957			17,949,853			—			17,967,810
Issuance of common shares pursuant to distribution reinvestment plan		91,341			913			906,089			—			907,002
Repurchase of common stock		(8,478	)		(84	)		(84,329	)		—			(84,413	)
Distributions to shareholders		—			—			—			(1,674,929	)		(1,674,929	)

Total increase (decrease) for the three months ended September 30, 2019		1,878,685			18,786			18,771,613			(393,386	)		18,397,013

Net assets at September 30, 2019		12,498,946		$	124,989		$	125,005,710		$	(1,017,350	)	$	124,113,349

Distributions declared per share		—		$	—		$	—		$	0.13		$	0.13

Net assets at December 31, 2018		6,383,672		$	63,837		$	63,838,147		$	(628,274	)	$	63,273,710
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			4,392,369			4,392,369
Net realized gain (loss) on investments		—			—			—			64,058			64,058
Net change in unrealized appreciation (depreciation) on investments		—			—			—			(422,333	)		(422,333	)
Capital transactions:
Issuance of common stock		5,896,977			58,969			58,997,766			—			59,056,735
Issuance of common shares pursuant to distribution reinvestment plan		241,635			2,416			2,401,687			—			2,404,103
Repurchase of common stock		(23,338	)		(233	)		(231,890	)		—			(232,123	)
Distributions to shareholders		—			—			—			(4,423,170	)		(4,423,170	)

Total increase (decrease) for the nine months ended September 30, 2019		6,115,274			61,152			61,167,563			(389,076	)		60,839,639

Net assets at September 30, 2019		12,498,946		$	124,989		$	125,005,710		$	(1,017,350	)	$	124,113,349

Distributions declared per share		—		$	—		$	—		$	0.44		$	0.44

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets


	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par		Distributable Earnings			Total Net Assets
Net assets at June 30, 2018		3,458,778	$	34,588	$	34,634,602	$	(37,865	)	$	34,631,325
Increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		625,556			625,556
Net realized gain (loss) on investments		—		—		—		—			—
Net change in unrealized appreciation (depreciation) on investments		—		—		—		25,402			25,402
Capital transactions:
Issuance of common stock		1,577,979		15,780		15,897,011		—			15,912,791
Issuance of common shares pursuant to distribution reinvestment plan		34,652		346		347,562		—			347,908
Distributions to shareholders		—		—		—		(625,565	)		(625,565	)

Total increase (decrease) for the three months ended September 30, 2018		1,612,631		16,126		16,244,573		25,393			16,286,092

Net assets at September 30, 2018		5,071,409	$	50,714	$	50,879,175	$	(12,472	)	$	50,917,417

Distributions declared per share		—	$	—	$	—	$	0.12		$	0.12

Net assets at December 31, 2017		2,417,371	$	24,174	$	24,152,786	$	55,423		$	24,232,383
Increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		1,337,766			1,337,766
Net realized gain (loss) on investments		—		—		—		—			—
Net change in unrealized appreciation (depreciation) on investments		—		—		—		(20,769	)		(20,769	)
Capital transactions:
Issuance of common stock		2,576,996		25,770		25,954,821		—			25,980,591
Issuance of common shares pursuant to distribution reinvestment plan		77,042		770		771,568		—			772,338
Distributions to shareholders		—		—		—		(1,384,892	)		(1,384,892	)

Total increase (decrease) for the nine months ended September 30, 2018		2,654,038		26,540		26,726,389		(67,895	)		26,685,034

Net assets at September 30, 2018		5,071,409	$	50,714	$	50,879,175	$	(12,472	)	$	50,917,417

Distributions declared per share		—	$	—	$	—	$	0.37		$	0.37

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Cash Flows


	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	4,034,094		$	1,316,997

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(191,726,921	)		(67,235,166	)
Payment-in-kind investments		(166,946	)		—
Proceeds from sales of investments and principal repayments		31,722,080			5,780,804
Net realized (gain) loss on investments		(64,058	)		—
Net change in unrealized (appreciation) depreciation on investments		422,333			20,769
Amortization of premium and accretion of discount, net		(782,772	)		(122,140	)
Amortization of debt issuance and deferred financing costs		640,997			288,965
Amortization of deferred offering costs		—			156,089

Increase (decrease) in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(187,501	)		(5,633	)
(Increase) decrease in interest receivable		(1,170,284	)		(387,074	)
(Increase) decrease in receivable from Adviser		—			(626,976	)
(Increase) decrease in prepaid expenses		(78,112	)		(62,384	)
Increase (decrease) in management fees payable		126,669			483,562
Increase (decrease) in payable to Adviser		350,114			—
Increase (decrease) in administrator and custodian fees payable		(69,577	)		155,504
Increase (decrease) in professional fees payable		2,428			788,635
Increase (decrease) in excise tax payable		—			(2,336	)
Increase (decrease) in incentive fees payable		454,300			33,904
Increase (decrease) in directors’ fees payable		41,773			(187	)
Increase (decrease) in transfer agent fees payable		(2,613	)		6,855
Increase (decrease) in interest and borrowing expenses payable		1,044,057			62,392
Increase (decrease) in accrued organization and offering costs		—			(90,308	)
Increase (decrease) in accrued expenses and other liabilities		10,747			92,110

Net cash provided by (used for) operating activities		(155,399,192	)		(59,345,618	)

Cash flows from financing activities
Issuance of common stock		71,623,545			32,437,843
Repurchase of common stock		(232,123	)		—
Distributions paid		(1,655,139	)		(334,897	)
Financing costs paid		(3,686,406	)		(180,492	)
Borrowings on notes		213,117,165			—
Borrowings on credit facility		214,750,000			77,750,000
Repayments of credit facility		(302,950,000	)		(65,000,000	)

Net cash provided by (used for) financing activities		190,967,042			44,672,454

Net increase (decrease) in cash		35,567,850			(14,673,164	)
Cash and cash equivalents, beginning of period		2,510,208			17,139,858

Cash and cash equivalents, end of period	$	38,078,058		$	2,466,694

Supplemental andnon-cash financing activities
Cash paid during the period for interest	$	3,986,622		$	531,923
Issuance of common shares pursuant to distribution reinvestment plan	$	2,404,103		$	772,338
Excise taxes paid	$	—		$	2,339

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of September 30, ~~2018~~2019

(Unaudited)

Portfolio Company
Industry
Facility Type

Interest
Maturity Funded
Par Amount Cost Fair
Value
Investments at Fair Value- 167.78% + * # ^

U.S. Corporate Debt- 167.16%

1st Lien/Senior Secured Debt- 167.16%

Pivotal Payments Direct Corp.
Business Services Initial Canadian Term Loan Commitment 8.75% (P + 3.50%; 1.00% Floor) 09/28/2025 $ 1,008,833 $ 998,745 $ 998,745
Pivotal Payments, Inc.
Business Services Initial U.S. Term Loan Commitment 8.75% (P + 3.50%; 1.00% Floor) 09/28/2025 672,556 665,830 665,830
Pivotal Payments, Inc.^{(1) (2)}
Business Services Delayed Draw Term Loan 8.75% (P + 3.50%; 1.00% Floor) 09/28/2025 —   (4,857 ) (4,857 )
InSite Wireless Group, LLC⁽¹⁾
Communications & IT
Infrastructure Revolver 7.72% (L + 5.55%; 0.50% Floor) 03/01/2023 98,615 95,976 95,657
InSite Wireless Group, LLC⁽¹⁾
Communications & IT
Infrastructure Term Loan 7.72% (L + 5.55%; 0.50% Floor) 07/10/2020 3,116,250 3,066,355 3,062,997
Maintech, Incorporated
Communications & IT
Infrastructure Term Loan 9.24% (L + 7.00%; 1.00% Floor) 12/28/2022 2,921,875 2,879,833 2,878,047
Maintech, Incorporated⁽¹⁾
Communications & IT
Infrastructure Revolver 11.25% (P + 6.00%; 1.00% Floor) 12/28/2022 192,500 188,894 188,375
Captain D’s, Inc.
Consumer Non-Cyclical Term Loan 6.71% (L + 4.50%; 1.00% Floor) 12/15/2023 2,062,395 2,043,702 2,041,771
Captain D’s, Inc.⁽¹⁾
ConsumerNon-Cyclical Revolver 8.75% (P + 3.50%; 1.00% Floor) 12/15/2023 78,671 76,929 76,721
Tropical Smoothie Café, LLC
ConsumerNon-Cyclical Term Loan 7.71% (L + 5.50%; 1.00% Floor) 09/24/2023 1,350,089 1,336,632 1,336,588
Tropical Smoothie Café, LLC⁽¹⁾
ConsumerNon-Cyclical Revolver 7.71% (L + 5.50%; 1.00% Floor) 09/24/2023 38,574 37,228 37,224
AEG Holding Company, Inc.
Education Term Loan 8.25% (L + 6.00%; 1.00% Floor) 11/20/2023 6,184,136 6,075,030 6,060,454
AEG Holding Company, Inc.⁽¹⁾
Education Revolver 8.16% (L + 6.00%; 1.00% Floor) 11/20/2023 541,815 527,474 525,560
AEG Holding Company, Inc.^{(1) (2)}
Education Delayed Draw Term Loan 8.25% (L + 6.00%; 1.00% Floor) 11/20/2023 —   (18,657 ) (21,673 )
Brazos Delaware II, LLC⁽³⁾
Energy Term Loan B 6.17% (L + 4.00%) 05/21/2025 2,247,533 2,236,743 2,243,936
Analogic Corporation
Healthcare & HCIT Term Loan 8.21% (L + 6.00%; 1.00% Floor) 06/22/2024 3,013,043 2,954,964 2,952,783
Analogic Corporation^{(1) (2)}
Healthcare & HCIT Revolver 8.21% (L + 6.00%; 1.00% Floor) 06/22/2023 —   (5,481 ) (5,739 )
Pinnacle Dermatology Management, LLC
Healthcare & HCIT Term Loan 6.42% (L + 4.25%; 1.00% Floor) 05/18/2023 1,869,010 1,834,003 1,831,630
Pinnacle Dermatology Management, LLC^{(1) (2)}
Healthcare & HCIT Revolver 6.42% (L + 4.25%; 1.00% Floor) 05/18/2023 —   (8,690 ) (9,368 )
Pinnacle Dermatology Management, LLC^{(1) (2)}
Healthcare & HCIT Delayed Draw Term Loan 6.42% (L + 4.25%; 1.00% Floor) 05/18/2023 —   (86,978 ) (93,685 )
Platinum Dermatology Partners, LLC
Healthcare & HCIT Term Loan 8.58% (L + 6.25%; 1.00% Floor) 01/03/2023 3,174,532 3,113,676 3,111,042
Platinum Dermatology Partners, LLC
Healthcare & HCIT Specified Delayed Draw Term Loan Commitment 8.57% (L + 6.25%; 1.00% Floor) 01/03/2023 1,984,394 1,949,634 1,944,706
Platinum Dermatology Partners, LLC⁽¹⁾
Healthcare & HCIT General Delayed Draw Term Loan Commitment 8.64% (L + 6.25%; 1.00% Floor) 01/03/2023 1,425,972 1,391,037 1,386,084
Platinum Dermatology Partners, LLC^{(1) (2)}
Healthcare & HCIT Revolver 8.58% (L + 6.25%; 1.00% Floor) 01/03/2023 —   (8,515 ) (9,972 )
Qualifacts Corporation
Healthcare & HCIT Term Loan 9.33% (L + 7.00%; 1.00% Floor) 12/12/2022 2,820,000 2,771,090 2,763,600
Qualifacts Corporation^{(1) (2)}
Healthcare & HCIT Revolver 9.33% (L + 7.00%; 1.00% Floor) 12/12/2022 —   (5,054 ) (6,000 )
Theranest, LLC
Healthcare & HCIT Term Loan 7.34% (L + 5.00%; 1.00% Floor) 07/23/2023 3,000,000 2,941,908 2,940,000
Theranest, LLC^{(1) (2)}
Healthcare & HCIT Revolver 7.34% (L + 5.00%; 1.00% Floor) 07/23/2023 —   (8,252 ) (8,571 )
Theranest, LLC^{(1) (2)}
Healthcare & HCIT Delayed Draw Term Loan 7.34% (L + 5.00%; 1.00% Floor) 07/23/2023 —   (43,319 ) (45,000 )
Avetta, LLC
Software & Services Term Loan 7.40% (L + 5.25%; 1.00% Floor) 04/10/2024 3,328,833 3,266,517 3,262,256
Avetta, LLC^{(1) (2)}
Software & Services Revolver 7.40% (L + 5.25%; 1.00% Floor) 04/10/2024 —   (8,967 ) (9,888 )
Avetta, LLC^{(1) (2)}
Software & Services Delayed Draw Term Loan 7.40% (L + 5.25%; 1.00% Floor) 04/10/2024 —   (14,266 ) (15,450 )
BeyondTrust Software, Inc.
Software & Services Term Loan 8.60% (L + 6.25%; 1.00% Floor) 11/21/2023 3,226,506 3,183,772 3,258,771
Businesssolver.com, Inc.
Software & Services Term Loan 9.81% (L + 7.50%; 1.00% Floor) 05/15/2023 2,588,235 2,539,630 2,536,471
Businesssolver.com, Inc.⁽¹⁾
Software & Services Delayed Draw Term Loan 9.81% (L + 7.50%; 1.00% Floor) 05/15/2023 64,706 61,115 56,941
Businesssolver.com, Inc.^{(1) (2)}
Software & Services Revolver 9.81% (L + 7.50%; 1.00% Floor) 05/15/2023 —   (5,982 ) (6,471 )
Drilling Info Holdings, Inc.
Software & Services Term Loan 6.54% (L + 4.25%) 07/30/2025 2,872,464 2,858,333 2,858,102
Drilling Info Holdings, Inc.^{(1) (2)}
Software & Services Delayed Draw Term Loan 6.54% (L + 4.25%) 07/30/2025 —   (2,086 ) (2,138 )
Engage2Excel, Inc
Software & Services Term Loan 8.85% (L + 6.50%; 1.00% Floor) 03/07/2023 3,007,979 2,951,463 2,947,820
Engage2Excel, Inc⁽¹⁾
Software & Services Revolver 10.75% (P + 5.50%; 1.00% Floor) 03/07/2023 12,564 5,456 5,025
Exterro, Inc.
Software & Services Initial Term Loan 7.83% (L + 5.50%; 1.00% Floor) 05/31/2024 2,962,575 2,907,604 2,903,323
Exterro, Inc.^{(1) (2)}
Software & Services Revolver 7.83% (L + 5.50%; 1.00% Floor) 05/31/2024 —   (6,060 ) (6,600 )
Finalsite Holdings, Inc.
Software & Services Term Loan 7.72% (L + 5.50%; 1.00% Floor) 09/25/2024 6,750,444 6,632,571 6,632,311
Finalsite Holdings, Inc.^{(1) (2)}
Software & Services Revolver 7.72% (L + 5.50%; 1.00% Floor) 09/25/2024 —   (8,836 ) (8,860 )
Genesis Acquisition Co.
Software & Services Term Loan 6.24% (L + 4.00%; 1.00% Floor) 07/31/2024 1,376,466 1,349,581 1,348,936
Genesis Acquisition Co.^{(1) (2)}
Software & Services Delayed Draw Term Loan 6.24% (L + 4.00%; 1.00% Floor) 07/31/2024 —   (3,546 ) (3,645 )
Genesis Acquisition Co.^{(1) (2)}
Software & Services Revolver 6.24% (L + 4.00%; 1.00% Floor) 07/31/2024 —   (3,937 ) (4,048 )
Ministry Brands, LLC
Software & Services 1st Lien Term Loan 6.24% (L + 4.00%; 1.00% Floor) 12/02/2022 3,184,209 3,169,610 3,168,288


Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value

*Investments at Fair Value - 240.42% + # ^**

U.S. Corporate Debt - 235.48%

1st Lien/Senior Secured Debt - 229.34%
BEP Borrower Holdco, LLC⁽¹⁾	Business Services	Term Loan A	7.05% (L + 5.00%; 1.00% Floor)	06/12/2024	$	3,435,477	$	3,386,457		$	3,383,945
BEP Borrower Holdco, LLC^{(2) (3)}	Business Services	Revolver	7.05% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(6,058	)		(6,442	)
BEP Borrower Holdco, LLC^{(2) (3)}	Business Services	Delayed Draw Term Loan B	7.05% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(24,228	)		(25,766	)
BEP Borrower Holdco, LLC^{(2) (3)}	Business Services	Delayed Draw Term Loan A	7.05% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(12,114	)		(12,883	)
Edgewood Partners Holdings LLC⁽¹⁾	Business Services	Term Loan	6.29% (L + 4.25%; 1.00% Floor)	09/06/2024		3,122,652		3,094,448			3,091,425
Edgewood Partners Holdings LLC⁽²⁾	Business Services	Delayed Draw Term Loan	6.29% (L + 4.25%; 1.00% Floor)	09/06/2024		235,723		220,678			218,781
IFS Acquisition, LLC^{(1) (4)}	Business Services	Term Loan	6.55% (L + 4.50%; 1.00% Floor)	11/21/2023		6,254,241		6,170,690			6,254,241
IFS Acquisition, LLC^{(2) (4)}	Business Services	Revolver	8.50% (P + 3.50%; 1.00% Floor)	11/21/2023		99,551		92,229			99,551
IFS Acquisition, LLC^{(1) (4)}	Business Services	Delayed Draw Term Loan	6.53% (L + 4.50%; 1.00% Floor)	11/21/2023		1,598,847		1,575,339			1,598,847
Metametrics, Inc.⁽¹⁾	Business Services	Term Loan	8.13% (L + 6.00%; 1.00% Floor)	09/10/2025		5,904,056		5,786,808			5,785,975
Metametrics, Inc.^{(2) (3)}	Business Services	Revolver	8.13% (L + 6.00%; 1.00% Floor)	09/10/2025		—		(12,902	)		(13,024	)
Nuvei Technologies Corp.^{(1) (5)}	Business Services	Initial U.S. Term Loan Commitment	7.06% (L + 5.00%; 1.00% Floor)	09/29/2025		310,334		300,079			305,679
Nuvei Technologies Corp.^{(1) (5)}	Business Services	Initial Canadian Term Loan Commitment	7.06% (L + 5.00%; 1.00% Floor)	09/29/2025		1,836,987		1,828,144			1,809,432
Quirch Foods Holdings, LLC⁽¹⁾	Business Services	Term Loan B	8.05% (L + 6.00%)	12/19/2025		2,122,895		2,103,117			2,101,666
Single Digits, Inc.⁽¹⁾	Business Services	Term Loan	8.11% (L + 6.00%; 1.00% Floor)	12/21/2023		3,304,212		3,273,874			3,271,169
Single Digits, Inc.^{(2) (3)}	Business Services	Revolver	8.11% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(3,523	)		(4,162	)
Single Digits, Inc.^{(2) (3)}	Business Services	Delayed Draw Term Loan	8.11% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(9,269	)		(10,404	)
Smile Brands, Inc.⁽²⁾	Business Services	Revolver	8.50% (P + 3.50%)	10/12/2023		38,221		36,138			35,673
Smile Brands, Inc.⁽¹⁾	Business Services	Term Loan	6.70% (L + 4.50%)	10/12/2024		1,643,828		1,629,920			1,627,390
Smile Brands, Inc.⁽²⁾	Business Services	Delayed Draw Term Loan	6.70% (L + 4.50%)	10/12/2024		301,879		296,548			295,523
GPS Hospitality Holding Company LLC⁽¹⁾	ConsumerNon-Cyclical	Term Loan B	6.35% (L + 4.25%)	12/08/2025		2,435,452		2,402,456			2,398,920
Blink Holdings, Inc.⁽¹⁾	ConsumerNon-Cyclical	Term Loan	6.79% (L + 4.75%; 1.00% Floor)	11/08/2024		1,664,454		1,647,809			1,647,809
Blink Holdings, Inc.⁽²⁾	ConsumerNon-Cyclical	Delayed Draw Term Loan	6.79% (L + 4.75%; 1.00% Floor)	11/08/2024		642,012		630,109			630,109
Captain D’s, Inc.⁽¹⁾	ConsumerNon-Cyclical	Term Loan	6.54% (L + 4.50%; 1.00% Floor)	12/15/2023		2,008,379		1,993,377			1,988,295
Captain D’s, Inc.^{(2) (6)}	ConsumerNon-Cyclical	Revolver	6.54% (L + 4.50%; 1.00% Floor)	12/15/2023		108,579		107,118			106,629
Lucky Bucks, LLC⁽¹⁾	ConsumerNon-Cyclical	Term Loan	9.62% (L + 7.00%; 1.00% Floor)	04/10/2023		991,381		977,040			974,032
Lucky Bucks, LLC^{(1) (2) (7)}	Consumer Non-Cyclical	Delayed Draw Term Loan	9.52% (L + 7.00%; 1.00% Floor)	04/10/2023		1,013,315		997,713			993,925
PF Growth Partners, LLC⁽¹⁾	ConsumerNon-Cyclical	Term Loan	7.04% (L + 5.00%)	07/11/2025		2,037,317		2,017,439			2,016,944
PF Growth Partners, LLC⁽²⁾	ConsumerNon-Cyclical	Delayed Draw Term Loan	9.00% (P + 4.00%)	07/11/2025		24,029		20,517			20,424
Tropical Smoothie Cafe, LLC⁽¹⁾	ConsumerNon-Cyclical	Term Loan	7.54% (L + 5.50%; 1.00% Floor)	09/24/2023		1,346,714		1,335,656			1,346,714
Tropical Smoothie Cafe, LLC⁽²⁾	ConsumerNon-Cyclical	Revolver	7.54% (L + 5.50%; 1.00% Floor)	09/24/2023		38,574		37,458			38,574
5 Bars, LLC	Digital Infrastructure & Services	Term Loan	8.56% (L + 6.50%; 1.00% Floor)	09/27/2024		4,742,121		4,670,990			4,670,990
5 Bars, LLC^{(2) (3)}	Digital Infrastructure & Services	Revolver	8.56% (L + 6.50%; 1.00% Floor)	09/27/2024		—		(9,679	)		(9,700	)
5 Bars, LLC^{(2) (3)}	Digital Infrastructure & Services	Delayed Draw Term Loan	8.56% (L + 6.50%; 1.00% Floor)	09/27/2024		—		(51,640	)		(51,733	)
D1 Holdings LLC	Digital Infrastructure & Services	Note	7.00%	06/26/2020		31,682		31,682			31,682
Fuze, Inc.⁽¹⁾	Digital Infrastructure & Services	Term Loan	8.34% (L + 6.25%; 1.00% Floor)	09/20/2024		11,015,029		10,960,123			10,959,956
Fuze, Inc.^{(2) (3)}	Digital Infrastructure & Services	Revolver	8.34% (L + 6.25%; 1.00% Floor)	09/20/2024		—		(6,441	)		(6,480	)
Fuze, Inc.^{(2) (3)}	Digital Infrastructure & Services	Delayed Draw Term Loan	8.34% (L + 6.25%; 1.00% Floor)	09/20/2024		—		(12,895	)		(12,959	)
InSite Wireless Group, LLC^{(1) (2)}	Digital Infrastructure & Services	Term Loan	6.61% (L + 4.57%; 0.50% Floor)	03/15/2023		6,285,306		6,135,697			6,119,356
InSite Wireless Group, LLC⁽²⁾	Digital Infrastructure & Services	Revolver	6.62% (L + 4.57%; 0.50% Floor)	03/15/2023		78,892		76,842			76,427
Maintech, Incorporated⁽³⁾	Digital Infrastructure & Services	Term Loan	(L + 7.00%; 1.00% Floor)	12/28/2022		—		(1,376	)		—
AEG Holding Company, Inc.⁽¹⁾	Education	Term Loan	8.05% (L + 6.00%; 1.00% Floor)	11/20/2023		6,121,828		6,033,717			5,999,391
AEG Holding Company, Inc.⁽¹⁾	Education	Term Loan	8.04% (L + 6.00%; 1.00% Floor)	11/20/2023		1,880,970		1,845,118			1,843,350
AEG Holding Company, Inc.⁽²⁾	Education	Revolver	8.03% (L + 6.00%; 1.00% Floor)	11/20/2023		614,275		596,663			591,938
AEG Holding Company, Inc.⁽¹⁾	Education	Delayed Draw Term Loan	8.04% (L + 6.00%; 1.00% Floor)	11/20/2023		1,080,920		1,065,969			1,059,302

Portfolio Company
Industry
Facility Type

Interest
Maturity Funded
Par Amount Cost Fair
Value
BCP Raptor II, LLC^{(1) (8)}
Energy Term Loan 6.79% (L + 4.75%) 11/03/2025 $ 5,726,562 $ 5,732,541 $ 5,130,026
Brazos Delaware II, LLC^{(1) (8)}
Energy Term Loan B 6.05% (L + 4.00%) 05/21/2025 4,055,427 3,959,783 3,736,062
Nine Point Energy, LLC⁽¹⁾
Energy Term Loan 7.54% (L + 5.50%; 1.00% Floor) 06/07/2024 4,921,875 4,827,497 4,823,438
Nine Point Energy, LLC⁽²⁾
Energy Revolver 7.55% (L + 5.50%; 1.00% Floor) 06/07/2024 153,125 146,907 146,563
Nine Point Energy, LLC⁽²⁾
Energy Delayed Draw Term Loan 7.54% (L + 5.50%; 1.00% Floor) 06/07/2024 437,500 404,031 402,500
American Physician Partners, LLC⁽¹⁾
Healthcare & HCIT Term Loan A 8.60% (L + 6.50%; 1.00% Floor) 12/21/2021 5,639,988 5,537,329 5,555,388
American Physician Partners, LLC⁽²⁾
Healthcare & HCIT Revolver 8.60% (L + 6.50%; 1.00% Floor) 12/21/2021 177,601 172,750 170,941
American Physician Partners, LLC^{(1) (2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 8.60% (L + 6.50%; 1.00% Floor) 12/21/2021 1,002,296 992,233 986,329
Analogic Corporation⁽¹⁾
Healthcare & HCIT Term Loan 8.04% (L + 6.00%; 1.00% Floor) 06/24/2024 2,982,913 2,933,965 2,923,255
Analogic Corporation^{(2) (3)}
Healthcare & HCIT Revolver 8.04% (L + 6.00%; 1.00% Floor) 06/22/2023 28,696 24,153 22,956
CutisPharma Inc.⁽¹⁾
Healthcare & HCIT Term Loan 7.79% (L + 5.75%; 1.00% Floor) 03/21/2023 7,292,268 7,175,226 7,164,653
CutisPharma, Inc.^{(2) (3)}
Healthcare & HCIT Revolver 7.79% (L + 5.75%; 1.00% Floor) 03/21/2023 —   (7,646 ) (8,452 )
CutisPharma, Inc.^{(2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 7.79% (L + 5.75%; 1.00% Floor) 03/21/2023 —   (30,582 ) (33,806 )
Delaware Valley Management Holdings, Inc.⁽¹⁾
Healthcare & HCIT Term Loan 7.81% (L + 5.75%; 1.00% Floor) 03/21/2024 4,425,237 4,344,333 4,336,732
Delaware Valley Management Holdings, Inc.^{(2) (3)}
Healthcare & HCIT Revolver 7.81% (L + 5.75%; 1.00% Floor) 03/21/2024 —   (9,449 ) (10,538 )
Delaware Valley Management Holdings, Inc.^{(2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 7.81% (L + 5.75%; 1.00% Floor) 03/21/2024 —   (59,767 ) (105,376 )
Ethos Veterinary Health
LLC^{(1) (2) (3)}
Healthcare & HCIT Term Loan 7.04% (L + 5.00%) 05/15/2026 3,388,686 3,347,657 3,346,409
GHA Buyer, Inc.⁽¹⁾
Healthcare & HCIT Term Loan 7.54% (L + 5.50%; 1.00% Floor) 10/23/2023 2,003,194 1,969,673 1,963,130
GHA Buyer, Inc.^{(2) (3)}
Healthcare & HCIT Revolver 7.54% (L + 5.50%; 1.00% Floor) 10/23/2023 —   (3,300 ) (4,050 )
GHA Buyer, Inc.^{(2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 7.54% (L + 5.50%; 1.00% Floor) 10/23/2023 —   (2,933 ) (13,500 )
INH Buyer, Inc.⁽¹⁾
Healthcare & HCIT Term Loan 8.76% (L + 6.50%; 1.00% Floor) 01/31/2025 8,643,359 8,522,975 8,513,709
INH Buyer, Inc.^{(2) (3)}
Healthcare & HCIT Revolver 8.76% (L + 6.50%; 1.00% Floor) 01/31/2024 —   (2,746 ) (3,088 )
Pace Health Companies, LLC⁽¹⁾
Healthcare & HCIT Term Loan 6.77% (L + 4.50%; 1.00% Floor) 08/02/2024 5,426,804 5,372,976 5,372,536
Pace Health Companies,
LLC^{(2) (3)}
Healthcare & HCIT Revolver 6.77% (L + 4.50%; 1.00% Floor) 08/02/2024 —   (6,099 ) (6,167 )
Pinnacle Dermatology Management, LLC⁽¹⁾
Healthcare & HCIT Term Loan 6.36% (L + 4.25%; 1.00% Floor) 05/18/2023 1,850,273 1,822,773 1,813,268
Pinnacle Dermatology Management, LLC^{(2) (3)}
Healthcare & HCIT Revolver 6.36% (L + 4.25%; 1.00% Floor) 05/18/2023 —   (6,844 ) (9,369 )
Pinnacle Dermatology Management, LLC^{(1) (2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 6.36% (L + 4.25%; 1.00% Floor) 05/18/2023 4,473,445 4,405,541 4,379,760
Platinum Dermatology Partners, LLC⁽¹⁾
Healthcare & HCIT Term Loan 8.59% (L + 6.25%; 1.00% Floor) 01/03/2023 3,152,594 3,101,335 3,089,542
Platinum Dermatology Partners, LLC⁽¹⁾
Healthcare & HCIT Specified Delayed Draw Term Loan Commitment 10.25% (P + 5.25%; 1.00% Floor) 01/03/2023 1,964,451 1,937,952 1,925,162
Platinum Dermatology Partners, LLC⁽⁹⁾
Healthcare & HCIT Revolver 10.25% (P + 5.25%; 1.00% Floor) 01/03/2023 498,592 492,048 488,620
Platinum Dermatology Partners, LLC^{(1) (10)}
Healthcare & HCIT General Delayed Draw Term Loan Commitment 8.36% (L + 6.25%; 1.00% Floor) 01/03/2023 1,425,972 1,398,906 1,397,452
RCP Encore Acquisition, Inc.⁽¹⁾
Healthcare & HCIT Term Loan 7.16% (L + 4.75%; 1.00% Floor) 06/09/2025 3,984,727 3,946,536 3,944,880
The Center for Orthopedic and Research Excellence, Inc.⁽¹⁾
Healthcare & HCIT Term Loan 7.56% (L + 5.50%; 1.00% Floor) 08/15/2025 5,006,357 4,920,074 4,918,746
The Center for Orthopedic and Research Excellence, Inc.⁽²⁾
Healthcare & HCIT Revolver 7.56% (L + 5.50%; 1.00% Floor) 08/15/2025 103,580 91,701 91,496
The Center for Orthopedic and Research Excellence,
Inc.^{(2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 7.56% (L + 5.50%; 1.00% Floor) 08/15/2025 —   (14,790 ) (15,105 )
Theranest, LLC⁽¹⁾
Healthcare & HCIT Term Loan 7.26% (L + 5.00%; 1.00% Floor) 07/24/2023 3,000,000 2,952,789 2,940,000
Theranest, LLC^{(2) (3)}
Healthcare & HCIT Revolver 7.26% (L + 5.00%; 1.00% Floor) 07/24/2023 —   (6,565 ) (8,571 )
Theranest, LLC^{(1) (2) (3)}
Healthcare & HCIT Delayed Draw Term Loan 7.26% (L + 5.00%; 1.00% Floor) 07/24/2023 1,062,214 1,019,183 1,017,214
RxBenefits, Inc.⁽¹⁾
Pharmaceutical Term Loan A 7.70% (L + 5.50%; 1.00% Floor) 03/28/2025 5,792,538 5,792,538 5,734,613
RxBenefits, Inc.^{(2) (3)}
Pharmaceutical Revolver 7.70% (L + 5.50%; 1.00% Floor) 03/29/2024 —   —   (5,757 )
AMI US Holdings, Inc.⁽¹⁾
Software & Services Term Loan 7.60% (L + 5.50%; 1.00% Floor) 04/01/2025 8,277,402 8,069,042 8,111,854
AMI US Holdings, Inc.⁽²⁾
Software & Services Revolver 7.55% (L + 5.50%; 1.00% Floor) 04/01/2024 612,979 593,232 591,087
Avetta, LLC⁽¹⁾
Software & Services Term Loan 7.55% (L + 5.50%; 1.00% Floor) 04/10/2024 3,295,461 3,246,375 3,229,552
Avetta, LLC^{(2) (3)}
Software & Services Revolver 7.55% (L + 5.50%; 1.00% Floor) 04/10/2024 —   (7,016 ) (9,888 )
Avetta, LLC⁽¹⁾
Software & Services Incremental Term Loan B 7.55% (L + 5.50%; 1.00% Floor) 04/10/2024 4,337,713 4,256,111 4,250,959
Avetta, LLC^{(2) (3)}
Software & Services Delayed Draw Term Loan 7.55% (L + 5.50%; 1.00% Floor) 04/10/2024 —   (11,754 ) (12,360 )
Broadway Technology, LLC⁽¹⁾
Software & Services Term Loan 7.07% (L + 4.75%; 1.00% Floor) 04/01/2024 4,455,799 4,371,515 4,366,683
Broadway Technology,
LLC^{(2) (3)}
Software & Services Revolver 7.07% (L + 4.75%; 1.00% Floor) 04/01/2024 —   (6,925 ) (7,677 )
Businesssolver.com, Inc.⁽¹⁾
Software & Services Term Loan 9.66% (L + 7.50%; 1.00% Floor) 05/15/2023 2,588,235 2,549,068 2,588,235
Businesssolver.com, Inc.⁽²⁾
Software & Services Revolver 9.55% (L + 7.50%; 1.00% Floor) 05/15/2023 $ 71,176 $ 66,490 $ 71,176
Businesssolver.com, Inc.⁽²⁾
Software & Services Delayed Draw Term Loan 9.66% (L + 7.50%; 1.00% Floor) 05/15/2023 278,235 273,302 278,235
Degreed, Inc.⁽¹⁾
Software & Services Term Loan 8.40% (L + 6.35%; 1.00% Floor) 05/31/2024 2,228,335 2,206,931 2,206,051

7
Portfolio Company
Industry
Facility Type

Interest
Maturity Funded
Par Amount Cost Fair Value
Degreed, Inc.^{(2) (3)}
Software & Services Revolver 8.40% (L + 6.35%; 1.00% Floor) 05/31/2024 —   (3,947 ) (4,178 )
Degreed, Inc.^{(2) (3)}
Software & Services Delayed Draw Term Loan 8.40% (L + 6.35%; 1.00% Floor) 05/31/2024 —   (13,810 ) (14,623 )
Drilling Info Holdings,
Inc.^{(1) (8)}
Software & Services Term Loan 6.29% (L + 4.25%) 07/30/2025 3,403,830 3,390,454 3,386,810
E2open LLC⁽¹⁾
Software & Services Term Loan 7.87% (L + 5.75%; 1.00% Floor) 11/26/2024 4,957,292 4,891,445 4,907,719
E2open LLC^{(2) (3)}
Software & Services Revolver 7.87% (L + 5.75%; 1.00% Floor) 11/26/2024 —   (4,024 ) (3,114 )
Engage2Excel, Inc.⁽¹⁾
Software & Services Term Loan 8.71% (L + 6.50%; 1.00% Floor) 03/07/2023 2,977,748 2,932,154 2,918,193
Engage2Excel, Inc.⁽¹⁾
Software & Services Term Loan 9.12% (L + 6.50%; 1.00% Floor) 03/07/2023 1,033,074 1,014,326 1,012,412
Engage2Excel, Inc.⁽²⁾
Software & Services Revolver 10.50% (P + 5.50%; 1.00% Floor) 03/07/2023 188,452 182,166 180,914
Engage2Excel, Inc.^{(2) (3)}
Software & Services Delayed Draw Term Loan 10.50% (P + 5.50%; 1.00% Floor) 03/07/2023 —   (5,911 ) (6,645 )
EnterpriseDB Corporation⁽¹⁾
Software & Services Term Loan 7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor) 06/21/2024 7,814,444 7,664,598 7,658,156
EnterpriseDB
Corporation^{(2) (3)}
Software & Services Revolver 7.33% (L + 4.50%; 0.75% PIK; 1.00% Floor) 06/21/2024 —   (13,167 ) (13,928 )
Exterro, Inc.⁽¹⁾
Software & Services Term Loan 7.64% (L + 5.50%; 1.00% Floor) 05/31/2024 6,067,644 5,950,715 5,946,291
Exterro, Inc.^{(2) (3)}
Software & Services Revolver 7.64% (L + 5.50%; 1.00% Floor) 05/31/2024 —   (4,429 ) (6,600 )
Exterro, Inc.⁽¹⁾
Software & Services Initial Term Loan 7.64% (L + 5.50%; 1.00% Floor) 05/31/2024 2,932,875 2,888,709 2,874,218
Finalsite Holdings, Inc.⁽¹⁾
Software & Services Term Loan 7.76% (L + 5.50%; 1.00% Floor) 09/25/2024 3,341,470 3,291,234 3,291,348
Finalsite Holdings, Inc.^{(2) (3)}
Software & Services Revolver 7.76% (L + 5.50%; 1.00% Floor) 09/25/2024 —   (3,695 ) (3,797 )
Genesis Acquisition Co.⁽¹⁾
Software & Services Term Loan 6.10% (L + 4.00%) 07/31/2024 1,366,142 1,343,481 1,338,819
Genesis Acquisition Co.^{(2) (3)}
Software & Services Revolver 6.11% (L + 4.00%) 07/31/2024 70,840 67,564 66,792
Genesis Acquisition Co.^{(2) (3)}
Software & Services Delayed Draw Term Loan 6.10% (L + 4.00%) 07/31/2024 —   (2,954 ) (3,644 )
GS AcquisitionCo, Inc.⁽¹⁾
Software & Services Term Loan 7.80% (L + 5.75%; 1.00% Floor) 05/24/2024 2,723,599 2,690,436 2,689,554
GS AcquisitionCo, Inc.⁽²⁾
Software & Services Second Supplemental Delayed Draw Term Loan 7.80% (L + 5.75%; 1.00% Floor) 05/24/2024 205,536 191,314 190,877
GS AcquisitionCo, Inc.⁽²⁾
Software & Services Revolver 7.80% (L + 5.75%; 1.00% Floor) 05/24/2024 60,452 56,786 56,674
Ministry Brands, LLC⁽¹⁾
Software & Services Term Loan 6.04% (L + 4.00%; 1.00% Floor) 12/02/2022 3,152,486 3,141,507 3,136,724
Ministry Brands,
LLC^{(1) (2) (3)}
Software & Services Delayed Draw Term Loan 6.04% (L + 4.00%; 1.00% Floor) 12/02/2022 659,271 654,399 652,314
Rhode Holdings, Inc.⁽¹⁾
Software & Services Term Loan 8.72% (L + 5.50%; 1.00% PIK; 1.00% Floor) 05/02/2025 4,465,729 4,425,389 4,376,414
Rhode Holdings, Inc.^{(2) (3)}
Software & Services Revolver 8.60% (L + 6.50%; 1.00% Floor) 05/02/2025 107,425 103,918 99,906
Rhode Holdings, Inc.^{(2) (3)}
Software & Services Delayed Draw Term Loan 8.69% (L + 5.50%; 1.00% PIK; 1.00% Floor) 05/02/2025 69,827 64,209 63,758
Selligent, Inc.
Software & Services Term Loan 7.61% (L + 5.50%; 1.00% Floor) 11/05/2024 1,911,885 1,887,450 1,883,207
Selligent, Inc.^{(2) (3)}
Software & Services Revolver 7.61% (L + 5.50%; 1.00% Floor) 11/03/2023 —   (2,474 ) (3,010 )
Sirsi Corporation⁽¹⁾
Software & Services Term Loan 6.78% (L + 4.75%; 1.00% Floor) 03/15/2024 9,022,523 8,895,481 8,887,185
Sirsi Corporation⁽²⁾
Software & Services Revolver 6.79% (L + 4.75%; 1.00% Floor) 03/15/2024 221,496 214,116 213,190
Sugarcrm Inc.⁽¹⁾
Software & Services Term Loan 8.79% (L + 6.75%; 1.00% Floor) 07/31/2024 3,235,401 3,187,753 3,203,047
Sugarcrm, Inc.⁽²⁾
Software & Services Revolver 9.39% (L + 6.75%; 1.00% Floor) 07/31/2024 186,146 181,754 183,044
Summit Infrastructure Group, Inc.⁽¹⁾
Software & Services Term Loan 7.03% (L + 5.00%; 1.00% Floor) 03/15/2024 7,035,977 6,904,702 6,895,257
Summit Infrastructure Group, Inc.^{(2) (3)}
Software & Services Revolver 7.03% (L + 5.00%; 1.00% Floor) 03/15/2024 —   (10,057 ) (11,257 )
Summit Infrastructure Group, Inc.^{(2) (3)}
Software & Services Delayed Draw Term Loan 7.03% (L + 5.00%; 1.00% Floor) 03/15/2024 —   (20,114 ) (22,515 )
Swiftpage, Inc.
Software & Services Term Loan A 7.04% (L + 5.00%; 1.00% Floor) 06/13/2023 230,377 226,202 225,769
Swiftpage, Inc.
Software & Services Term Loan 7.06% (L + 5.00%; 1.00% Floor) 06/13/2023 2,503,126 2,465,201 2,453,063
Swiftpage, Inc.^{(2) (3)}
Software & Services Revolver 7.06% (L + 5.00%; 1.00% Floor) 06/13/2023 —   (3,354 ) (4,507 )
Symplr Software, Inc.^{(1) (11)}
Software & Services Term Loan 8.10% (L + 6.00%) 11/28/2025 5,771,447 5,691,726 5,684,875
Symplr Software, Inc.^{(2) (11)}
Software & Services Revolver 8.10% (L + 6.00%) 11/30/2023 240,978 237,274 236,531
TRGRP, Inc.⁽¹⁾
Software & Services Term Loan 9.04% (L + 4.50%; 2.50% PIK; 1.00% Floor) 11/01/2023 4,775,514 4,693,346 4,680,004
TRGRP, Inc.^{(2) (3)}
Software & Services Revolver 9.04% (L + 4.50%; 2.50% PIK; 1.00% Floor) 11/01/2023 —   (5,468 ) (6,666 )
TRGRP, Inc.⁽¹⁾
Software & Services Incremental Term Loan 9.04% (L + 4.50%; 2.50% PIK; 1.00% Floor) 11/01/2023 1,067,144 1,046,692 1,045,801
Velocity Purchaser Corporation⁽¹⁾
Software & Services Term Loan 8.05% (L + 6.00%; 1.00% Floor) 12/01/2022 2,815,750 2,780,052 2,815,750
Velocity Purchaser Corporation⁽¹⁾
Software & Services Term Loan 8.06% (L + 6.00%; 1.00% Floor) 12/01/2022 700,038 688,838 700,038
Velocity Purchaser Corporation^{(2) (3)}
Software & Services Revolver 8.06% (L + 6.00%; 1.00% Floor) 12/01/2022 —   (2,655 ) —
Watermark Insights, LLC⁽¹⁾
Software & Services Term Loan 6.81% (L + 4.75%; 1.00% Floor) 06/07/2024 2,619,336 2,598,216 2,593,143
Watermark Insights, LLC⁽¹⁾
Software & Services Delayed Draw Term Loan 6.81% (L + 4.75%; 1.00% Floor) 06/07/2024 328,708 326,821 325,421
Purchasing Power, LLC⁽¹⁾
Specialty Finance Term Loan 9.35% (L + 7.25%; 1.00% Floor) 02/06/2024 $ 2,929,842 $ 2,881,943 $ 2,878,570
Dillon Logistics, Inc.⁽¹⁾
Transport &
Logistics Term Loan B 10.34% (L + 3.00%; 5.00% PIK; 1.00% Floor) 12/11/2023 1,158,111 1,138,307 1,088,624
Dillon Logistics, Inc.⁽¹⁾
Transport &
Logistics Term Loan A 10.34% (L + 3.00%; 5.00% PIK; 1.00% Floor) 12/11/2023 2,625,051 2,580,041 2,467,548
Dillon Logistics, Inc.^{(2) (12)}
Transport &
Logistics Revolver 9.18% (L + 7.00%; 1.00% Floor) 12/11/2023 380,081 372,642 355,683
OSG Bulk Ships, Inc.⁽¹⁾
Transport &
Logistics Term Loan 7.10% (L + 5.00%) 12/21/2023 6,143,151 6,076,620 6,066,361

Total 1st Lien/Senior Secured Debt

285,952,814 284,641,539

Portfolio Company
   Industry
Facility Type

Interest
   Maturity    Funded
Par Amount    Cost Fair Value
Ministry Brands, LLC⁽¹⁾
   Software & Services    Delayed Draw Term Loan    6.24% (L + 4.00%; 1.00% Floor)    12/02/2022    $ 226,301    $ 219,932 $ 219,316
Perforce Intermediate Holdings, LLC
   Software & Services    Term Loan    6.49% (L + 4.25%; 1.00% Floor)    12/27/2024    2,892,429    2,815,250 2,812,887
Perforce Intermediate Holdings, LLC⁽¹⁾
   Software & Services    Revolver    6.49% (L + 4.25%; 1.00% Floor)    12/28/2022    474,057    462,470 460,700
Sugarcrm, Inc.
   Software & Services    Term Loan    8.99% (L + 6.75%; 1.00% Floor)    07/31/2024    3,235,401    3,180,008 3,178,782
Sugarcrm, Inc.^{(1) (2)}
   Software & Services    Revolver    8.99% (L + 6.75%; 1.00% Floor)    07/31/2024    —      (5,280 ) (5,429 )
Swiftpage, Inc.
   Software & Services    Term Loan    7.65% (L + 5.50%; 1.00% Floor)    06/13/2023    2,528,474    2,480,434 2,477,905
Swiftpage, Inc.^{(1) (2)}
   Software & Services    Revolver    7.65% (L + 5.50%; 1.00% Floor)    06/13/2023    —      (4,241 ) (4,506 )
Velocity Purchaser Corporation
   Software & Services    Term Loan    8.25% (L + 6.00%; 1.00% Floor)    12/01/2022    2,950,386    2,899,726 2,891,379
Velocity Purchaser Corporation
   Software & Services    Term Loan    8.14% (L + 6.00%; 1.00% Floor)    12/01/2022    733,333    718,890 718,666
Velocity Purchaser Corporation^{(1) (2)}
   Software & Services    Revolver    8.25% (L + 6.00%; 1.00% Floor)    12/01/2022    —      (3,340 ) (3,865 )
Veriforce Holdings, LLC
   Software & Services    Term Loan    8.84% (L + 6.50%; 1.00% Floor)    07/13/2023    3,090,357    3,038,177 3,036,276
Veriforce Holdings, LLC⁽¹⁾
   Software & Services    Revolver    8.84% (L + 6.50%; 1.00% Floor)    07/13/2023    225,317    220,561 220,388
Watermark Insights, LLC
   Software & Services    Term Loan    6.88% (L + 4.75%; 1.00% Floor)    06/07/2024    2,920,328    2,892,393 2,891,125
Watermark Insights, LLC
   Software & Services    Delayed Draw Term Loan    6.88% (L + 4.75%; 1.00% Floor)    06/07/2024    365,554    362,474 361,899
Watermark Insights, LLC^{(1) (2)}
   Software & Services    Revolver    6.88% (L + 4.75%; 1.00% Floor)    06/07/2024    —      (2,928 ) (2,059 )


Total 1st Lien/Senior Secured Debt
      85,142,378 85,111,493


Total U.S. Corporate Debt
               85,142,378 85,111,493
Portfolio Company

Industry

Coupon
      Shares    Cost Fair Value
U.S. Common Stock- 0.62%

Leeds FEG Investors, LLC⁽⁴⁾

   Education          311    $ 311,400 $ 317,270


Total U.S. Common Stock
               311,400 317,270
TOTAL INVESTMENTS - 167.78%⁽⁵⁾

   $ 85,453,778 $ 85,428,763


LIABILITIES IN EXCESS OF OTHER ASSETS - (67.78%)

$ (34,511,346 )


NET ASSETS - 100.00%

$ 50,917,417


Portfolio Company	Industry	Facility Type	Interest	Maturity		Funded Par Amount		Cost		Fair Value
2nd Lien/Junior Secured Debt- 6.14%
Brave Parent Holdings, Inc.⁽¹⁾	Energy	Term Loan	9.76% (L + 7.50%)		04/17/2026		1,230,107		1,203,534		1,180,902
Conterra Ultra Broadband Holdings, Inc.⁽¹⁾	Software & Services	Term Loan	10.11% (L + 8.00%; 1.00% Floor)		04/30/2027		6,537,710		6,442,487		6,439,645

Total 2nd Lien/Junior Secured Debt									7,646,021		7,620,547

Total U.S. Corporate Debt									293,598,835		292,262,086
U.S. Preferred Stock- 3.60%
Datarobot, Inc.⁽¹³⁾		Software & Services					38,190	$	289,278	$	289,278
Degreed, Inc.⁽¹³⁾		Software & Services					43,819		278,541		278,540
Heap⁽¹³⁾		Software & Services					189,617		696,351		696,351
Protoscale Rubrik⁽¹³⁾		Software & Services					25,397		598,212		598,201
Punchh⁽¹³⁾		Software & Services					24,262		275,337		275,337
Symplr Software Intermediate Holdings, Inc.⁽¹³⁾		Software & Services					1,196		1,160,531		1,332,182
Workfront, Inc.⁽¹³⁾		Software & Services					104,058		999,997		999,997

Total U.S. Preferred Stock									4,298,247		4,469,886

U.S. Common Stock- 1.34%
SSC TS Investments, LLC^{(13) (14)}		Business Services					62,734	$	62,734	$	170,010
NC Holdings, LLC^{(13) (15)}		Digital Infrastructure & Services					313,087		347,370		347,370
Leeds FEG Investors, LLC⁽¹³⁾		Education					320		321,309		359,147
INH Group Holdings⁽¹³⁾		Healthcare & HCIT					484,552		484,552		373,105
Aggregator, LLC⁽¹³⁾		Software & Services					417,813		417,813		417,813

Total U.S. Common Stock									1,633,778		1,667,445

TOTAL INVESTMENTS - 240.42%⁽¹⁶⁾								$	299,530,860	$	298,399,417

Cash Equivalents- 0.01%

U.S. Investment Companies- 0.01%
Fidelity Government Portfolio I⁽¹⁷⁾		Money Market Portfolio	1.86%⁽¹⁸⁾				11,329	$	11,329	$	11,329

Total U.S. Investment Companies									11,329		11,329

Total Cash Equivalents									11,329		11,329

LIABILITIES IN EXCESS OF OTHER ASSETS - (140.43%)										$	(174,297,397	)

NET ASSETS—100.00%										$	124,113,349

⁺	As of September 30, ~~2018,~~2019, qualifying assets represented ~~96.59%~~98.04% of total assets. Under the 1940 Act we may not acquire anynon-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

^*	~~Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.~~

^#	~~Percentages are based on net assets.~~

^{^}

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to~~30-day,60-day,90-day~~ or~~180-day~~ LIBOR rates (1M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of September 30, 2018, rates for 1M L, 2M L, 3M L and 6M L are 2.26%, 2.31%, 2.40% and 2.60%, respectively. As of September 30, 2018, the U.S. Prime rate was 5.25%.

⁽¹⁾	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 7 “Commitments and Contingencies”.

⁽²⁾	The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

⁽³⁾	~~Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.~~

⁽⁴⁾	~~Non-income~~ ~~producing security.~~

⁽⁵⁾	Aggregate gross unrealized appreciation for federal income tax purposes is $88,931; aggregate gross unrealized depreciation for federal income tax purposes is $113,946. Net unrealized depreciation is $25,015 based upon a tax cost basis of $85,453,778.

~~L - LIBOR~~

~~P - Prime~~

~~See Notes to Financial Statements~~

~~AB Private Credit Investors Corporation~~

~~Schedule of Investments as of December 31, 2017~~

Portfolio Company

Industry

Interest
   Maturity    Funded
Par Amount    Cost Fair Value
Investments at Fair Value- 98.52% + * # ^

U.S. Corporate Debt- 97.23%

1st Lien/Senior Secured Debt- 97.23%

Captain D’s, Inc.
   Consumer Non- Cyclical    5.98% (L + 4.50%; 1.00% Floor)    12/15/2023    $ 2,080,568    $ 2,059,862 $ 2,059,762
Captain D’s, Inc.⁽¹⁾
   Consumer Non- Cyclical    6.01% (L + 4.50%; 1.00% Floor)    12/15/2023    106,727    104,787 104,777
AEG Holding Company, Inc.⁽¹⁾
   Education    7.56% (L + 6.00%;1.00% Floor)    11/20/2023    379,270    363,268 363,015
AEG Holding Company, Inc.
   Education    7.59% (L + 6.00%;1.00% Floor)    11/20/2023    6,230,868    6,108,099 6,106,251
AEG Holding Company, Inc.⁽¹⁾⁽²⁾
   Education    7.59% (L + 6.00%;1.00% Floor)    11/20/2023    —      (21,672 ) (21,672 )
D1MT Holdings LLC
   IT Infrastructure    8.69% (L + 7.00%;1.00% Floor)    12/28/2022    3,025,000    2,979,625 2,979,625
D1MT Holdings LLC⁽¹⁾
   IT Infrastructure    8.69% (L + 7.00%;1.00% Floor)    12/28/2022    55,000    50,875 50,875
BeyondTrust Software, Inc.
   Software & Services    7.89% (L + 6.25%;1.00% Floor)    11/21/2023    3,250,888    3,202,826 3,202,124
Perforce Intermediate Holdings, LLC
   Software & Services    5.81% (L + 4.25%;1.00% Floor)    12/27/2024    2,914,286    2,834,143 2,834,143
Perforce Intermediate Holdings, LLC⁽¹⁾⁽²⁾
   Software & Services    5.81% (L + 4.25%;1.00% Floor)    12/28/2022    —      (13,357 ) (13,357 )
Qualifacts Corporation^{(1) (2)}
   Software & Services    8.55% (L + 7.00%;1.00% Floor)    12/12/2022    —      (6,000 ) (6,000 )
Qualifacts Corporation
   Software & Services    8.55% (L + 7.00%;1.00% Floor)    12/12/2022    3,000,000    2,940,482 2,940,000
Velocity Purchaser Corporation
   Software & Services    7.37% (L + 6.00%;1.00% Floor)    12/01/2022    3,006,763    2,947,429 2,946,628
Velocity Purchaser Corporation⁽¹⁾
   Software & Services    7.57% (L + 6.00%;1.00% Floor)    12/01/2022    19,324    15,509 15,459


Total 1st Lien/Senior Secured Debt
         23,565,876 23,561,630


Total U.S. Corporate Debt
         23,565,876 23,561,630

Portfolio Company

Industry

Coupon
   Shares    Cost    Fair Value
U.S. Common Stock- 1.29%

Leeds FEG Investors, LLC⁽³⁾
   Education       311    $ 311,400    $ 311,400




Total U.S. Common Stock
            311,400    311,400
TOTAL INVESTMENTS - 98.52%⁽⁴⁾
            $ 23,877,276    $ 23,873,030




OTHER ASSETS IN EXCESS OF LIABILITIES - 1.48%
            $ 359,353


NET ASSETS - 100.00%
               $ 24,232,383

⁺	~~As of December 31, 2017, qualifying assets represented 86.32% of total assets. Under the 1940 Act, we may not acquire anynon-qualifying~~ ~~assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.~~

*	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.

^#	Percentages are based on net assets.

^{^}

Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as ~~LIBOR.~~the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to30-day,60-day,90-day or180-day LIBOR rates (1M L, 2M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of September 30, 2019, rates for 1M L, 2M L, 3M L and 6M L are 2.02%, 2.07%, 2.09% and 2.06%, respectively. As of September 30, 2019, the U.S. Prime rate was 5.00%.

⁽¹⁾	Position, or a portion thereof, has been segregated to collateralize ABPCI Direct Lending Fund CLO VI Ltd.

⁽²⁾	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 “Commitments and Contingencies.”

⁽³⁾	The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

⁽⁴⁾	Trade Supplies Acquisition, LLC has been renamed to IFS Acquisition, LLC in 2019.

⁽⁵⁾	Pivotal Payments, Inc. has been renamed to Nuvei Technologies Corp. in 2019.

⁽⁶⁾	$52,014 of the funded par amount accrues interest at 8.50% (P + 3.50%).

⁽⁷⁾	$409,678 of the funded par amount accrues interest at 11.00% (P + 6.00%).

⁽⁸⁾	Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.

⁽⁹⁾	$124,648 of the funded par amount accrues interest at 8.59% (L + 6.25%).

⁽¹⁰⁾	$249,169 of the funded par amount accrues interest at 10.25% (P + 5.25%).

⁽¹¹⁾	Caliper Software, Inc. has been renamed to Symplr Software, Inc. in 2019.

⁽¹²⁾	$51,280 of the funded par amount accrues interest at 11.00% (P + 6.00%).

⁽¹³⁾	Non-income producing investment.

⁽¹⁴⁾	SSC TS Investments, LLC is held through ABPCIC SSC TS Holdings LLC.

⁽¹⁵⁾	NC Holdings LLC is held through ABPCIC NC Holdings LLC.

⁽¹⁶⁾	Aggregate gross unrealized appreciation for federal income tax purposes is $643,388; aggregate gross unrealized depreciation for federal income tax purposes is $1,774,831. Net unrealized depreciation is $1,131,443 based upon a tax cost basis of $299,530,860.

⁽¹⁷⁾	Included within ‘Cash and cash equivalents’ on the Consolidated Statements of Assets and Liabilities.

⁽¹⁸⁾	The rate shown is the annualizedseven-day yield as of September 30, 2019.


L	-	LIBOR
P	-	Prime
PIK	-	Payment-In-Kind

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of December 31, 2018

Portfolio Company

Industry

Facility Type

Interest

Maturity

Funded
Par Amount

Cost

Fair Value

Investments at Fair Value—217.79% + * # ^

U.S. Corporate Debt^—215.36%

1st Lien/Senior Secured Debt^—213.46%

Pivotal Payments Direct Corp.

Business Services

Initial Canadian Term

Loan Commitment

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

09/28/2025

1,004,630

994,863

994,584

Pivotal Payments, Inc.

Business Services

Initial U.S. Term

Loan Commitment

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

09/28/2025

672,556

666,017

665,830

Pivotal Payments, Inc.⁽¹⁾

Business Services

Delayed Draw Term

Loan

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

09/28/2025

302,582

297,860

297,725

Single Digits, Inc.

Business Services

Term Loan

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

12/21/2023

3,329,180

3,295,889

Single Digits, Inc.^{(1) (2)}

Business Services

Revolver

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

12/21/2023

—

(4,161

)

(4,161

)

Single Digits, Inc.^{(1) (2)}

Business Services

Delayed Draw Term

Loan

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

12/21/2023

—

(10,404

)

(10,404

)

Smile Brands, Inc.

Business Services

Term Loan

7.13% (L + 4.50%)

10/12/2024

1,656,250

1,640,203

1,639,688

Smile Brands, Inc.⁽¹⁾

Business Services

Revolver

9.00% (P + 3.50%)

10/12/2023

42,468

40,015

39,920

Smile Brands, Inc.⁽¹⁾

Business Services

Delayed Draw Term

Loan

7.13% (L + 4.50%)

10/12/2024

159,680

153,543

153,309

Trade Supplies Acquisition, LLC

Business Services

Term Loan

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

11/21/2023

6,301,503

6,208,200

6,206,980

Trade Supplies Acquisition,

LLC⁽¹⁾

Business Services

Revolver

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

11/21/2023

119,748

111,113

110,914

InSite Wireless Group, LLC⁽¹⁾

Communications & IT

Infrastructure

Term Loan

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

03/15/2023

2,238,572

2,206,783

2,185,319

InSite Wireless Group, LLC^(1) (2)

Communications & IT

Infrastructure

Revolver

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

03/15/2023

—

(2,490

)

(2,958

)

Maintech, Incorporated⁽³⁾

Communications & IT

Infrastructure

Term Loan

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

12/28/2022

2,887,500

2,845,887

2,844,187

Maintech, Incorporated ^{(1) (3) (4)}

Communications & IT

Infrastructure

Revolver

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

12/28/2022

214,500

211,071

210,375

Captain D’s, Inc.

ConsumerNon-Cyclical

Term Loan

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

12/15/2023

2,057,194

2,039,173

2,036,622

Captain D’s, Inc.^{(1) (5)}

ConsumerNon-Cyclical

Revolver

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

12/15/2023

82,573

80,898

80,622

GPS Hospitality Holding Company LLC

ConsumerNon-Cyclical

Term Loan B

6.99% (L + 4.25%)

12/06/2025

2,453,856

2,417,343

2,417,048

Lucky Bucks, LLC

ConsumerNon-Cyclical

Term Loan

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

04/09/2023

1,078,856

1,060,428

1,059,976

Lucky Bucks, LLC⁽¹⁾

ConsumerNon-Cyclical

Delayed Draw Term

Loan

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

04/09/2023

551,452

532,621

532,061

Tropical Smoothie Café, LLC

ConsumerNon-Cyclical

Term Loan

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

09/24/2023

1,350,089

1,337,204

1,336,588

Tropical Smoothie Café, LLC⁽¹⁾

Consumer Non-Cyclical

Revolver

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

09/24/2023

38,574

37,285

37,224

AEG Holding Company, Inc.

Education

Term Loan

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

11/20/2023

6,168,559

6,064,136

6,045,188

AEG Holding Company, Inc.⁽¹⁾

Education

Revolver

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

11/20/2023

595,996

582,236

579,742

AEG Holding Company,

Inc.^(1) (2)

Education

Delayed Draw Term

Loan

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

11/20/2023

—

(17,771

)

(21,673

)

BCP Raptor II, LLC⁽⁶⁾

Energy

Term Loan

7.37% (L + 4.75%)

11/03/2025

5,740,914

5,712,752

5,303,169

Brazos Delaware II, LLC⁽⁶⁾

Energy

Term Loan B

6.50% (L + 4.00%)

05/21/2025

4,086,228

3,957,985

3,738,898

American Physician Partners LLC

Healthcare & HCIT

Term Loan A

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

12/21/2021

3,113,453

3,068,540

3,066,751

American Physician Partners
LLC⁽¹⁾

Healthcare & HCIT

Revolver

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

12/21/2021

241,459

232,964

232,626

American Physician Partners
LLC⁽¹⁾

Healthcare & HCIT

Delayed Draw Term

Loan

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

12/21/2021

446,243

393,462

391,355

Analogic Corporation

Healthcare & HCIT

Term Loan

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

06/22/2024

3,005,511

2,949,568

2,945,401

Analogic Corporation^{(1) (2)}

Healthcare & HCIT

Revolver

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

06/22/2023

—

(5,246

)

(5,739

)

GHA Buyer, Inc.

Healthcare & HCIT

Term Loan

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

10/22/2023

2,025,133

1,985,938

1,984,631

GHA Buyer, Inc.^{(1) (2)}

Healthcare & HCIT

Revolver

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

10/22/2023

—

(3,895

)

(4,050

)

GHA Buyer, Inc.^{(1) (2)}

Healthcare & HCIT

Delayed Draw Term

Loan

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

10/22/2023

—

(5,966

)

(13,501

)

Pinnacle Dermatology Management, LLC

Healthcare &
HCIT

Term Loan

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

05/18/2023

1,864,326

1,831,047

1,827,039

Portfolio Company
Industry
Facility Type

Interest
Maturity Funded
Par Amount Cost Fair Value
Pinnacle Dermatology Management, LLC^{(1) (2)}
Healthcare & HCIT Revolver 6.77% (L + 4.25%; 1.00% Floor) 05/18/2023 —   (8,226 ) (9,368 )
Pinnacle Dermatology Management, LLC⁽¹⁾
Healthcare & HCIT Delayed Draw Term Loan 6.77% (L + 4.25%; 1.00% Floor) 05/18/2023 2,763,699 2,681,310 2,670,014
Platinum Dermatology Partners, LLC
Healthcare & HCIT Term Loan 9.05% (L + 6.25%; 1.00% Floor) 01/03/2023 3,169,048 3,108,282 3,105,667
Platinum Dermatology Partners, LLC^{(1) (2)}
Healthcare & HCIT Revolver 9.05% (L + 6.25%; 1.00% Floor) 01/03/2023 —   (8,024 ) (9,972 )
Platinum Dermatology Partners, LLC
Healthcare & HCIT Specified Delayed Draw Term Loan Commitment 9.11% (L + 6.25%; 1.00% Floor) 01/03/2023 1,979,408 1,946,432 1,939,820
Platinum Dermatology Partners, LLC⁽¹⁾
Healthcare & HCIT General Delayed Draw Term Loan Commitment 9.13% (L + 6.25%; 1.00% Floor) 01/03/2023 1,425,972 1,392,746 1,386,084
Qualifacts Corporation
Healthcare & HCIT Term Loan 9.78% (L + 7.00%; 1.00% Floor) 12/12/2022 2,820,000 2,773,525 2,805,900
Qualifacts Corporation^(1) (2)
Healthcare & HCIT Revolver 9.78% (L + 7.00%; 1.00% Floor) 12/12/2022 —   (4,756 ) (1,500 )
Theranest, LLC
Healthcare & HCIT Term Loan 7.76% (L + 5.00%; 1.00% Floor) 07/23/2023 3,000,000 2,944,416 2,940,000
Theranest, LLC^{(1) (2)}
Healthcare & HCIT Revolver 7.76% (L + 5.00%; 1.00% Floor) 07/23/2023 $ —   $ (7,832 ) $ (8,571 )
Theranest, LLC⁽¹⁾
Healthcare & HCIT Delayed Draw Term Loan 7.79% (L + 5.00%; 1.00% Floor) 07/23/2023 214,286 173,176 169,286
Avetta, LLC
Software & Services Term Loan 7.76% (L + 5.25%; 1.00% Floor) 04/10/2024 3,320,490 3,260,667 3,287,285
Avetta, LLC^{(1) (2)}
Software & Services Revolver 7.76% (L + 5.25%; 1.00% Floor) 04/10/2024 —   (8,475 ) (4,944 )
Avetta, LLC^{(1) (2)}
Software & Services Delayed Draw Term Loan 7.76% (L + 5.25%; 1.00% Floor) 04/10/2024 —   (13,634 ) (12,360 )
Businesssolver.com, Inc.
Software & Services Term Loan 10.12% (L + 7.50%; 1.00% Floor) 05/15/2023 2,588,235 2,541,806 2,536,471
Businesssolver.com, Inc.⁽¹⁾
Software & Services Revolver 12.00% (P + 6.50%; 1.00% Floor) 05/15/2023 129,412 123,756 122,941
Businesssolver.com, Inc.⁽¹⁾
Software & Services Delayed Draw Term Loan 10.12% (L + 7.50%; 1.00% Floor) 05/15/2023 97,059 93,663 89,294
Caliper Software, Inc.
Software & Services Term Loan 8.02% (L + 5.50%) 11/30/2025 3,891,026 3,832,660 3,832,660
Caliper Software, Inc.⁽¹⁾
Software & Services Revolver 8.02% (L + 5.50%) 11/30/2023 14,823 10,376 10,376
Drilling Info Holdings, Inc.⁽⁶⁾
Software & Services Term Loan 6.77% (L + 4.25%) 07/30/2025 3,059,098 3,044,509 3,039,979
Drilling Info Holdings,
Inc. ^{(1) (2) (6)}
Software & Services
Delayed Draw
Term Loan
6.77% (L + 4.25%) 07/30/2025 —   (1,103 ) (1,461 )
E2open LLC
Software & Services Term Loan 7.68% (L + 5.00%; 1.00% Floor) 11/26/2024 4,150,293 4,088,890 4,088,039
E2open LLC^{(1) (2)}
Software & Services Revolver 7.68% (L + 5.00%; 1.00% Floor) 11/26/2024 —   (4,595 ) (4,670 )
E2open LLC⁽¹⁾
Software & Services
Delayed Draw
Term Loan
7.68% (L + 5.00%; 1.00% Floor) 11/26/2024 93,382 86,567 80,931
Engage2Excel, Inc.
Software & Services Term Loan 9.36% (L + 6.50%; 1.00% Floor) 03/07/2023 3,000,421 2,945,737 2,940,413
Engage2Excel, Inc.⁽¹⁾
Software & Services Revolver 9.36% (L + 6.50%; 1.00% Floor) 03/07/2023 106,790 99,884 99,252
Exterro, Inc.
Software & Services
Initial
Term Loan
8.24% (L + 5.50%; 1.00% Floor) 05/31/2024 2,955,150 2,903,587 2,896,047
Exterro, Inc.^{(1) (2)}
Software & Services Revolver 8.24% (L + 5.50%; 1.00% Floor) 05/31/2024 —   (5,651 ) (6,600 )
Finalsite Holdings, Inc.
Software & Services Term Loan 8.03% (L + 5.50%; 1.00% Floor) 09/25/2024 3,366,784 3,309,983 3,307,865
Finalsite Holdings, Inc.^{(1) (2)}
Software & Services Revolver 8.03% (L + 5.50%; 1.00% Floor) 09/25/2024 —   (4,234 ) (4,430 )
Genesis Acquisition Co.
Software & Services Term Loan 6.52% (L + 4.00%; 1.00% Floor) 07/31/2024 1,376,466 1,350,527 1,348,936
Genesis Acquisition Co.^{(1) (2)}
Software & Services Revolver 6.52% (L + 4.00%; 1.00% Floor) 07/31/2024 —   (3,772 ) (4,048 )
Genesis Acquisition Co.^{(1) (2)}
Software & Services Delayed Draw Term Loan 6.52% (L + 4.00%; 1.00% Floor) 07/31/2024 —   (3,399 ) (3,645 )
Ministry Brands, LLC
Software & Services
1st Lien
Term Loan
6.52% (L + 4.00%; 1.00% Floor) 12/02/2022 3,176,249 3,162,463 3,160,367
Ministry Brands, LLC⁽¹⁾
Software & Services Delayed Draw Term Loan 6.52% (L + 4.00%; 1.00% Floor) 12/02/2022 448,683 442,681 441,704
Perforce Intermediate Holdings, LLC
Software & Services Term Loan 6.77% (L + 4.25%; 1.00% Floor) 12/27/2024 3,835,253 3,758,340 3,796,900
Perforce Intermediate Holdings, LLC^{(1) (2)}
Software & Services Revolver 6.77% (L + 4.25%; 1.00% Floor) 12/28/2022 —   (10,987 ) (5,915 )

Portfolio Company
Industry
Facility Type

Interest
Maturity Funded
Par Amount Cost Fair Value
Selligent, Inc.
Software & Services Term Loan 8.09% (L + 5.50%; 1.00% Floor) 11/05/2024 1,926,332 1,898,180 1,897,437
Selligent, Inc.^{(1) (2)}
Software & Services Revolver 8.09% (L + 5.50%; 1.00% Floor) 11/03/2023 —   (2,917 ) (3,010 )
Sugarcrm, Inc.
Software & Services Term Loan 9.27% (L + 6.75%; 1.00% Floor) 07/31/2024 3,235,401 3,181,827 3,178,782
Sugarcrm, Inc.⁽¹⁾
Software & Services Revolver 9.43% (L + 6.75%; 1.00% Floor) 07/31/2024 77,561 72,502 72,132
Swiftpage, Inc.
Software & Services Term Loan 8.01% (L + 5.50%; 1.00% Floor) 06/13/2023 2,522,137 2,476,347 2,471,694
Swiftpage, Inc.
Software & Services Term Loan A 8.01% (L + 5.50%; 1.00% Floor) 06/13/2023 232,118 227,512 227,475
Swiftpage, Inc.^{(1) (2)}
Software & Services Revolver 8.01% (L + 5.50%; 1.00% Floor) 06/13/2023 —   (4,019 ) (4,506 )
TRGRP Acquisition Corp.
Software & Services Term Loan 9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor) 11/01/2023 4,686,111 4,595,436 4,592,389
TRGRP Acquisition Corp.^{(1) (2)}
Software & Services Revolver 9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor) 11/01/2023 —   (6,447 ) (6,667 )
Velocity Purchaser
Corporation
Software & Services Term Loan 8.53% (L + 6.00%; 1.00% Floor) 12/01/2022 2,931,594 2,883,855 2,872,962
Velocity Purchaser
Corporation
Software & Services Term Loan 8.52% (L + 6.00%; 1.00% Floor) 12/01/2022 728,749 714,791 714,174
Velocity Purchaser
Corporation^{(1) (2)}
Software & Services Revolver 8.53% (L + 6.00%; 1.00% Floor) 12/01/2022 —   (3,174 ) (3,865 )
Veriforce Holdings, LLC
Software & Services Term Loan 9.14% (L + 6.50%; 1.00% Floor) 07/13/2023 3,082,612 3,032,743 3,028,666
Veriforce Holdings, LLC^{(1) (2)}
Software & Services Revolver 9.14% (L + 6.50%; 1.00% Floor) 07/13/2023 —   (4,556 ) (4,929 )
Watermark Insights, LLC
Software & Services Term Loan 7.26% (L + 4.75%; 1.00% Floor) 06/07/2024 2,639,230 2,614,903 2,612,837
Watermark Insights, LLC
Software & Services
Delayed Draw Term
Loan
7.26% (L + 4.75%; 1.00% Floor) 06/07/2024 331,198 328,821 327,886
Dillon Logistics, Inc.

Transport &
Logistics

Term Loan A 9.80% (L + 7.00%; 1.00% Floor) 12/11/2023 2,592,288 2,540,918 2,540,442
Dillon Logistics, Inc.

Transport &
Logistics

Term Loan B �� 9.80% (L + 7.00%; 1.00% Floor) 12/11/2023 1,270,729 1,245,548 1,245,315
Dillon Logistics, Inc.

Transport &
Logistics

Term Loan C 9.80% (L + 7.00%; 1.00% Floor) 12/31/2020 304,975 299,032 298,876
Dillon Logistics, Inc.⁽¹⁾

Transport &
Logistics

Revolver 9.65% (L + 7.00%; 1.00% Floor) 12/11/2023 333,571 325,211 325,133
OSG Bulk Ships, Inc.

Transport &
Logistics

Term Loan 7.78% (L + 5.00%) 12/21/2023 6,544,642 6,463,245 6,462,835

Total 1st Lien/Senior Secured Debt
135,776,144 135,061,980
2nd Lien/Junior Secured Debt —1.90%

Brave Parent Holdings, Inc.
Energy Term Loan 10.02% (L + 7.50%) 04/17/2026 1,230,107 1,201,433 1,200,773

Total 2nd Lien/Junior Secured Debt
1,201,433 1,200,773

Total U.S. Corporate Debt
136,977,577 136,262,753
Portfolio Company

Industry

Coupon
Shares Cost Fair Value
U.S. Preferred Stock—1.83%

Symplr Software Intermediate Holdings, Inc.⁽⁷⁾

Software & Services $ 1,196 $ 1,160,531 $ 1,160,531

Total U.S. Preferred Stock
1,160,531 1,160,531
U.S. Common Stock—0.60%

SSC TS Investments, LLC^{(7) (8)}

Business Services 62,734 $ 62,735 $ 62,735
Leeds FEG Investors, LLC⁽⁷⁾

Education 311 $ 311,400 $ 317,114

Total U.S. Common Stock
374,135 379,849
TOTAL INVESTMENTS—217.79%⁽⁹⁾

$ 138,512,243 $ 137,803,133

LIABILITIES IN EXCESS OF OTHER ASSETS—(117.79%)

$ (74,529,423 )

NET ASSETS—100.00%

$ 63,273,710

⁺	As of December 31, 2018, qualifying assets represented 96.79% of total assets. Under the 1940 Act we may not acquire anynon-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

^*	Unless otherwise indicated, all securities are valued using significant unobservable inputs, which are categorized as Level 3 assets under the definition of ASC 820 fair value hierarchy.

^#	Percentages are based on net assets.

^{^}	Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change

based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to30-day,60-day,90-day or180-day LIBOR rates (1M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of December 31, ~~2017,~~2018, rates for 1M L, 2M L, 3M L and 6M L ~~were 1.56%~~are 2.50%, ~~1.62%~~2.61%, ~~1.69%~~2.81% and ~~1.84%~~2.88%, respectively.
As of December 31, 2018, the U.S. Prime rate was 5.50%.
⁽¹⁾
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 76 “Commitments and Contingencies.”
⁽²⁾
The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
⁽³⁾
D1MT Holdings LLC has been renamed to Maintech, Incorporated in 2018.
⁽⁴⁾
$55,000 of the funded par amount accrues interest at 9.39% (L+7.00%; 1.00% Floor).
⁽⁵⁾
$33,159 of the funded par amount accrues interest at 6.89% (L+4.50%; 1.00% Floor).
⁽⁶⁾
Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.
⁽⁷⁾
Non-income producing security.
⁽⁴⁾⁽⁸⁾
SSC TS Investments, LLC is held through ABPCIC SSC TS Holdings LLC.
⁽⁹⁾
Aggregate gross unrealized appreciation for federal income tax purposes is ~~$0;~~$116,400; aggregate gross unrealized depreciation for federal income tax purposes is ~~$4,246.~~$825,510. Net unrealized depreciation is ~~$4,246~~$709,110 based upon a tax cost basis of ~~$23,877,276.~~$138,512,243.

~~L - LIBOR~~


L	-	LIBOR
P	-	Prime
PIK	-	Payment-In-Kind

See Notes to Unaudited Consolidated Financial Statements

AB Private Credit Investors Corporation

Notes to Unaudited Consolidated Financial Statements ~~(Unaudited)~~

September 30, ~~2018~~2019

1. Organization

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

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

The Fund is conducting private offerings (each a “Private Offering”) of its common stock to investors in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of the Fund’s common stock pursuant to a subscription agreement entered into with the Fund. Investors will be required to fund drawdowns to purchase shares of the Fund’s common stock up to the amount of their respective Capital Commitment on anas-needed basis each time the Fund delivers a capital draw-down notice to its investors.

On September 29, 2017, the Fund completed the initial closing (“Initial Closing”) of its Private Offering after entering into subscription agreements (collectively, the “Subscription Agreements”) with several investors, providing for the private placement of the Fund’s common shares. At September 30, ~~2018,~~2019, the Fund had total Capital Commitments of ~~$253,296,218,~~$359,356,251, of which ~~80%~~66% 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 Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

There were no operating activities from February 6, 2015 to November 15, 2017. As described above, the Fund completed its Initial Closing on September 29, 2017, and commenced operations on November 15, 2017. The Fund’s fiscal year ends on December 31.

On October 31, 2018, the Adviser established ABPCIC SSC TS Holdings LLC (“ABPCIC SSC TS”), through which the Fund made an investment. ABPCIC SSC TS 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 19, 2018 the Adviser established ABPCIC Funding I LLC (“ABPCIC Funding”), a Delaware limited liability company. ABPCIC Funding is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements commencing from the date of its formation.

On June 14, 2019 the Adviser established ABPCI Direct Lending Fund CLO VI Ltd (“CLO VI”), an exempted company incorporated with limited liability under the laws of the Cayman Islands.

On August 9, 2019 ABPCIC Funding and CLO VI entered into a merger agreement, pursuant to which ABPCIC Funding has agreed to merge with and into CLO VI, with CLO VI as the surviving entity. CLO VI is 100% owned by the Fund and is consolidated in the Fund’s consolidated financial statements.

On September 25, 2019, the Adviser established ABPCIC NC Holdings LLC (“ABPCIC NC”, and together with ABPCIC SSC TS, the “Blockers”) 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.

2. Significant Accounting Policies

The Fund is an investment company under accounting principles generally accepted in the United States of America (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946,Financial Services – Investment Companies.The Fund

has prepared the consolidated financial statements and related financial information pursuant to the requirements for reporting on Form10-Q and Articles 6 and 10 of RegulationS-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 from 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 that currency.

The consolidated financial statements include the accounts of the Fund and its wholly-owned Blockers and CLO VI. All intercompany balances and transactions have been eliminated.

Reclassifications

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

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

Cash and Cash Equivalents

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

Revenue Recognition

Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan onnon-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 restoresnon-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 contractualpayment-in-kind (“PIK”) interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment’s credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment’s maturity date or call date.

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

Credit Facility Related Costs, Expenses and Deferred Financing Costs

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

Notes Payable Related Costs, Expenses and Unamortized Debt Issuance Costs

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

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

Income Taxes

ASC 740, “Accounting for Uncertainty in Income Taxes” (“ASC 740”) provides guidance on the accounting for and disclosure of uncertainty in tax position. 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 themore-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Based on its analysis of its tax position for all open tax years (the current and prior year), the Fund has concluded that it does not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740. Such open tax years remain subject to examination and adjustment by tax authorities.

The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements quarterly, meet gross income requirements annually and file Form1120-RIC, as provided by the Code. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for theone-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. ~~If the Fund chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders.~~ The Fund will accrue excise tax on estimated undistributed taxable income as required. For the three and nine months ended September 30, 2019, the Fund accrued excise taxes of $0 and $0, respectively. For the three and nine months ended September 30, 2018, the Fund accrued excise taxes of $0 and $3, respectively. As of September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, $0 and ~~$2,336,~~$0, respectively, of accrued excise taxes remained payable.

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

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

Use of Estimates

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

Distributions

Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Fund may pay distributions in excess of its taxable net investment income. This excess would be atax-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 topaid-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 andnon-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 theex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter and is generally based upon the earnings estimated by the Adviser. The Fund may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Fund intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of the Fund’s taxable income earned in a year, the Fund may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Fund’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Fund will be able to declare such distributions in future periods.

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

Recent Accounting Pronouncements

~~In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU2018-13,~~~~Fair Value Measurement (Topic 820), Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement~~ ~~which removes, modifies~~As of and ~~adds disclosures to Topic 820. The amendments in ASU2018-13~~ ~~apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in ASU2018-13~~ are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any interim or annual period. The adoption of this guidance is not expected to have a material effect on the Fund’s financial statements.

~~In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in RegulationS-X~~ that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the ~~amendments to RegulationS-X~~ ~~was November 5, 2018 (for reporting period end dates of~~three and nine months ended September 30, ~~2018 or after). Management has evaluated~~2019, there are no recent accounting pronouncements that affect the ~~impact of the amendments and determined the effect of the adoption of the rules will simplify certain disclosure requirements on the financial statements.~~

Fund.

3. ~~Agreements and~~ Related Party Transactions

Advisory Agreement

On July 5, 2017, the Board approved the investment advisory agreement with the Adviser (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 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 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 appropriately prorated. For the three and nine months ended September 30, 2019, the Fund incurred a management fee of $1,017,059 and $2,477,129, respectively, of which $60,261 and $191,359, respectively, were voluntarily waived by the Adviser. For the three and nine months ended September 30, 2018, the Fund incurred a management fee of $281,892 and $560,765, respectively, of which $39,913 and $77,203, respectively, ~~was~~were voluntarily waived by the Adviser. As of September 30, 2019 and December 31, 2018, ~~$483,562~~$956,799 and $830,130, respectively, of accrued management fee remained payable. ~~No management fees were incurred or were payable as of and for the three and nine months ended September 30, 2017.~~

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”) for the quarter, as further described below.Pre-incentive Fee Net Investment

Income 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 ~~Fund~~ (the “Administrator”), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP).Pre-incentive Fee Net Investment Income also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest andzero-coupon securities), accrued income that 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.

Pre-incentive Fee Net Investment Income 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 receivesPre-incentive Fee Net Investment Income 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, expressed as a rate of return on the value of net assets (defined as total assets, less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding fiscal quarter, will be compared to various “hurdle rates,” with the income-based incentive fee rate of return increasing at each hurdle rate.

Description of Quarterly Incentive Fee Calculations

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

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

100% ofPre-incentive Fee Net Investment Income with respect to that portion of suchPre-incentive Fee Net Investment Income, 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 ofPre-incentive Fee Net Investment Income (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 thePre-incentive Fee Net Investment Income 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 ofPre-incentive Fee Net Investment Income, 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 thePre-incentive Fee Net Investment Income until the amount ofPre-incentive Fee Net Investment Income exceeds 1.94%, approximately 7.78% per annum; and

100% ofPre-incentive Fee Net Investment Income with respect to that portion of suchPre-incentive Fee Net Investment Income, if any, that exceeds the 7% Hurdle Rate but is less than 2.06% in any calendar quarter (the “7%Catch-up Cap”), 8.24% per annum. This portion ofPre-incentive Fee Net Investment Income (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 thePre-incentive Fee Net Investment Income 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 ofPre-incentive Fee Net Investment Income, 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 thePre-incentive Fee Net Investment Income until the amount ofPre-incentive Fee Net Investment Income exceeds 2.06%, approximately 9.41% per annum; and

100% ofPre-incentive Fee Net Investment Income with respect to that portion of suchPre-incentive Fee Net Investment Income, 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 ofPre-incentive Fee Net Investment Income (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 thePre-incentive Fee Net Investment Income 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 ofPre-incentive Fee Net Investment Income, if any, that exceeds 2.50% in any calendar quarter.

For the three and nine months ended September 30, 2019, the Fund incurred income-based incentive fees of $180,792 and $586,627, respectively, of which $56,255 and $132,327, respectively, was voluntarily waived by the Adviser. For the three and nine months ended September 30, 2018, the Fund incurred income-based incentive fees of $66,206 and $66,206, respectively, of which $32,302 and $32,302, respectively, was voluntarily waived by the Adviser. As of September 30, 2019 and December 31, 2018, ~~$33,904~~$654,162 and $199,862, respectively, of accrued income-based incentive fees remained payable.

~~No incentive fees were incurred or were payable as of and for the three and nine months ended September 30, 2017.~~

Capital Gains Incentive Fee: The capital gains incentive fee is determined and payable at the end of each fiscal year as 20% of aggregate cumulative realized capital gains from the date of the Fund’s election to be regulated as a BDC through the end of that year, computed net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gain incentive fees. For the foregoing purpose, “aggregate cumulative realized capital gains” will not include any unrealized appreciation. For accounting purposes only, we are required under GAAP to accrue a hypothetical capital gains incentive fee based upon net realized gains and unrealized depreciation for that calendar year (in accordance with the terms of the 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 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, 2019 and December 31, 2018, and for the three and nine months ended September 30, 2019 and September 30, 2018.

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

The Fund will defer cash payment of any income-based incentive fee and/or any capital gains incentive fee otherwise earned by the Adviser if during the most recent four full fiscal quarter periods ending on or prior to the date such payment is to be made, the sum of (a) thePre-incentive Fee Net Investment Income, 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 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, to no more than 1.5% of the Fund’s average quarterly gross assets. To achieve this percentage limitation,

the Adviser has agreed to reimburse the Fund for certain Operating Expenses on a quarterly basis (any such payment by the Adviser, an “Expense Payment”) and the Fund has agreed to later repay such amounts (any such payment by the Fund, a “Reimbursement Payment”), pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement. The actual percentage of Operating Expenses paid by the Fund in any quarter after deducting any Expense Payment, as a percentage of the Fund’s average quarterly gross assets, is referred to as the “Percentage Limit.”

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies. ~~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 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 Advisory Agreement, or (b) the Board of the Fund makes a determination to dissolve or liquidate the Fund. Upon termination of the Expense Support and Conditional Reimbursement Agreement, the Fund will be required to fund any Expense Payments, subject to the aforementioned requirements per the Expense Support and Conditional Reimbursement Agreement that have not been reimbursed by the Fund to the Adviser.

As of September 30, ~~2018,~~2019, the amount of Expense Payments provided by the Adviser since inception is ~~$4,082,084.~~$4,784,382. Management believes that Reimbursement Payments by the Fund to the Adviser were not probable under the terms of the Expense Support Agreement as of September 30, ~~2018,~~2019, and therefore have not been accrued. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:

For the Quarters Ended
   Amount of
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    1.5 %
December 31, 2017
   1,027,398    n/a December 31, 2020    1.5 %
March 31, 2018
   503,592    n/a March 31, 2021    1.5 %
June 30, 2018
   1,086,482    4.787 % June 30, 2021    1.0 %
September 30, 2018
   462,465    4.715 % September 30, 2021    1.0 %



Total
   $ 4,082,084


For the Quarters Ended	Amount of 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		1.5	%
December 31, 2017		1,027,398	n/a	December 31, 2020		1.5	%
March 31, 2018		503,592	n/a	March 31, 2021		1.5	%
June 30, 2018		1,086,482	4.787%	June 30, 2021		1.0	%
September 30, 2018		462,465	4.715%	September 30, 2021		1.0	%
December 31, 2018		254,742	6.762%	December 31, 2021		1.0	%
March 31, 2019		156,418	5.599%	March 31, 2022		1.0	%
June 30, 2019		259,263	6.057%	June 30, 2022		1.0	%
September 30, 2019		31,875	5.154%	September 30, 2022		1.0	%

Total	$	4,784,382

(1)

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

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

Transfer Agency Agreement

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

For the three and nine months ended September 30, 2019, the Fund accrued $8,104 and $19,203 in transfer agent fees, respectively. For the three and nine months ended September 30, 2018, the Fund accrued $561 and $561 in transfer agent fees, respectively. As of September 30, 2019 and December 31, 2018, $8,104 and $10,717, respectively, of accrued transfer agent fees remained payable.

4. Borrowings

Credit Facility

On November 15, 2017, the Fund entered into a credit agreement (the “Credit Agreement”) to establish a revolving credit facility (the “Revolving Credit Facility”) with HSBC Bank USA, National Association (“HSBC”). The initial maximum commitment amount (the “Maximum Commitment”) under the Revolving Credit Facility was $30 million and may be increased in a minimum amount of $10 million and in $5 million increments thereof with the consent of HSBC or reduced upon request of the Fund. As of September 30, ~~2018,~~2019, the Fund has ~~increased~~adjusted the Maximum Commitment to ~~$75~~$50 million. So long as no request for borrowing is outstanding, the Fund may terminate the Commitments or reduce the Maximum Commitments by giving prior irrevocable written notice to the ~~Administrative Agent.~~administrative agent. Any reduction of the Maximum Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event, shall a reduction by the Fund reduce the Commitments to $35 million or less (in each case, except for a termination of all the Commitments). Proceeds under the Credit Agreement may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments. The Credit Agreement contains certain customary covenants and events of default, with customary cure and notice provisions. As of September 30, ~~2018,~~2019, the Fund is in compliance with these covenants. The Fund’s obligations under the Credit Agreement are secured by the Capital Commitments and capital contributions to the Fund.

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

The Revolving Credit Facility ~~will~~was scheduled to mature on November ~~14, 2018,~~13, 2019, subject to the Fund’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the ~~Administrative Agent~~administrative agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the ~~Administrative Agent~~administrative agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the ~~Administrative Agent~~administrative agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November ~~14, 2018;~~13, 2019; and (v) the Fund has delivered an extension request to the ~~Administrative Agent~~administrative agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November ~~14, 2018.~~13, 2019.

On January 30, 2019, ABPCIC Funding entered into a Credit Agreement (the “Barclays Credit Facility”) with Barclays Bank PLC, New York Branch (“Barclays”) as facility agent (in such capacity, the “Facility Agent”) and U.S. Bank National Association (“U.S. Bank”) as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and custodian (in such capacity, the “Custodian”). The ~~Fund’s outstanding debt~~Barclays Credit Facility was in effect during the quarter, but terminated on August 9, 2019.

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility was held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase and management of ~~September 30, 2018~~the assets securing the Barclays Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was ~~as follows:~~

   Aggregate Borrowing
Amount Committed    Outstanding
Borrowing    Amount
Available    Carrying
Value
Credit Agreement
   $ 75,000,000    $ 36,250,000    $ 38,750,000    $ 36,250,000








Total
   $ 75,000,000    $ 36,250,000    $ 38,750,000    $ 36,250,000

~~The Fund’s outstanding debt as~~responsible for reimbursing the expenses incurred by the Adviser in the performance of ~~December 31, 2017 was as follows:~~

   Aggregate Borrowing
Amount Committed    Outstanding
Borrowing    Amount
Available    Carrying
Value
Credit Agreement
   $ 30,000,000    $ 23,500,000    $ 6,500,000    $ 23,500,000








Total
   $ 30,000,000    $ 23,500,000    $ 6,500,000    $ 23,500,000

its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed. For the three and nine months ended September 30, ~~2018,~~2019, the Fund incurred ~~$340,405~~a collateral management fee of $100,949 and ~~$585,832,~~$426,758, respectively, which was voluntarily waived by the Adviser.

The Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest ~~expense~~paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would have matured, and all accrued and unpaid interest thereunder would have been due and payable, on the ~~facilities~~earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is ~~included~~Barclays (or an affiliate thereof) or (iii) upon certain other events which result in ~~interest and~~accelerated maturity under the credit ~~facility expenses~~facility. Borrowing under the Barclays Credit Facility was subject to certain restrictions contained in the ~~statement~~1940 Act. The Barclays Credit Facility matured and was paid down during the period in connection with the issuance of ~~operations,~~the Notes (as defined below). For a discussion of ~~which $74,343 was payable at~~the CLO Transaction see “Notes to Unaudited Consolidated Financial Statements – Note 4. Collateralized Loan Obligations.”

The Fund’s outstanding borrowings through the Revolving Credit Facility as of September 30, ~~2018.~~2019 were as follows:


	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
HSBC	$	50,000,000	$	—	$	50,000,000	$	—

Total	$	50,000,000	$	—	$	50,000,000	$	—

The Fund’s outstanding borrowings through the Revolving Credit Facility as of December 31, 2018 were as follows:


	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
HSBC	$	125,000,000	$	88,200,000	$	36,800,000	$	88,200,000

Total	$	125,000,000	$	88,200,000	$	36,800,000	$	88,200,000

As of September 30, 2019 and December 31, 2018, deferred financing costs were $55,200 and $172,580, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

Collateralized Loan Obligations

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

The CLO Transaction was executed through a private placement and the notes offered (the “Notes”) that remain outstanding as of September 30, 2019 are as follows:


	Principal Amount		Interest Rate			Carrying Value⁽¹⁾
Class A-1 Senior Secured Floating Rate Note(“Class A-1”)	$	178,200,000		3M L + 1.73	%	$	175,528,458
Class A-2A Senior Secured Floating Rate Note(“Class A-2A”)	$	25,000,000		L + 2.45	%	$	24,625,153
Class A-2B Senior Secured Fixed Rate Note(“Class A-2B”)	$	9,950,000		4.23	%	$	9,800,765
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 were issued to ABPCI Direct Lending Fund CLO VI Depositor LLC, a newly-formed wholly-owned subsidiary of the Fund, and 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 $3,195,624 as of September 30, 2019 and are reflected on the consolidated statements of assets and liabilities.

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

The CLO VI indenture provides that the holders of the CLO VIClass 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 theCo-Issuers, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and the Issuer (the “CLO Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the CLO Collateral Management Agreement. For the three and nine months ended September 30, 2019, the Fund incurred a collateral management fee of $266,585 and $266,585, respectively, which was voluntarily waived by the Adviser.

As of September 30, 2019 and December 31, 2018, outstanding borrowings under the ~~Fund incurred $180,492 of deferred financing costs on the facilities.~~Revolving Credit Facility and Notes were $209,954,376 and $88,200,000, respectively.

For the three and nine months ended September 30, ~~2018, the Fund amortized $136,369~~2019 and ~~$288,965 of deferred financing costs, respectively, which is included in interest and credit facility expenses in the statement of operations.~~

~~For the three and nine months ended~~ September 30, 2018, the ~~Fund also incurred $18,217 and $52,208, respectively,~~components of ~~commitment fees on the facilities which is included in~~ interest and ~~credit facility~~other debt expenses related to the borrowings were as follows:


	For the three months ended September 30,						For the nine months ended September 30,
	2019			2018			2019			2018
Interest and borrowing expenses	$	2,072,853		$	340,405		$	5,024,175		$	585,832
Commitment fees		45,986			18,217			178,912			52,208
Amortization of debt issuance and deferred financing costs		305,525			136,369			640,997			288,965

Total	$	2,424,364		$	494,991		$	5,844,084		$	927,005

Weighted average interest rate		4.32	%		4.17	%		4.64	%		4.09	%
Average outstanding balance	$	190,161,957		$	32,350,000		$	144,708,242		$	19,157,509

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the intention to phase out the use of LIBOR by the end of 2021. Because the statements made by the head of the United Kingdom Financial Conduct Authority are recent in nature, there is no definitive information regarding the ~~statement~~future of ~~operations,~~LIBOR or of ~~which $8,483 was payable at September 30, 2018.~~any particular replacement index rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet be determined.

For the three and nine months ended September 30, 2018, the average outstanding balance and weighted average interest rate for the Credit Agreement was $32,350,000 and 4.17% and $19,157,509 and 4.09%, respectively.

~~There were no borrowings for the three and nine months ended September 30, 2017.~~

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.~~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)~~investments at the reporting date).

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

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

Valuation of Investments

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

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

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

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

The following table summarizes the valuation of the Fund’s investments as of September 30, ~~2018:~~2019:


Assets *	Level 1		Level 2		Level 3		Total
Assets*									Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	2,243,936	$	82,867,557	$	85,111,493	$	—	$	12,252,898	$	272,388,641	$	284,641,539
2nd Lien/Junior Secured Debt										—		—		7,620,547		7,620,547
Preferred Stock										—		—		4,469,886		4,469,886
Common Stock		—		—		317,270		317,270		—		—		1,667,445		1,667,445
Investment Companies										11,329		—		—		11,329

Total assets	$	—	$	2,243,936	$	83,184,827	$	85,428,763	$	11,329	$	12,252,898	$	286,146,519	$	298,410,746

*	See consolidated schedule of investments for industry classifications.

The following table summarizes the valuation of the Fund’s investments as of December 31, ~~2017:~~2018:


Assets *	Level 1		Level 2		Level 3		Total
Assets*									Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	—	$	23,561,630	$	23,561,630	$	—	$	12,080,585	$	122,981,395	$	135,061,980
2nd Lien/Junior Secured Debt										—		—		1,200,773		1,200,773
Preferred Stock										—		—		1,160,531		1,160,531
Common Stock		—		—		311,400		311,400		—		—		379,849		379,849

Total assets	$	—	$	—	$	23,873,030	$	23,873,030	$	—	$	12,080,585	$	125,722,548	$	137,803,133

*	See consolidated schedule of investments for industry classifications.

The following is a reconciliation of Level 3 assets for the nine months ended September 30, ~~2018:~~2019:

   1st Lien/Senior
Secured Debt    Common
Stock    Total
Balance as of January 1, 2018
   $ 23,561,630    $ 311,400    $ 23,873,030
Purchases
   64,993,266    —      64,993,266
Sales and principal payments
   (5,775,171 )    —      (5,775,171 )
Realized Gain (Loss)
   —      —      —
Net Amortization of Premium/Discount
   121,664    —      121,664
Transfers In
   —      —      —
Transfers Out
   —      —      —
Net Change in Unrealized Appreciation (Depreciation)
   (33,832 )    5,870    (27,962 )






Balance as of September 30, 2018
   $ 82,867,557    $ 317,270    $ 83,184,827






Change in Unrealized Appreciation (Depreciation) for Investments Still Held
   $ (33,896 )    $ 5,870    $ (28,027 )


	1st Lien/Senior Secured Debt			2nd Lien/Junior Secured Debt			Common Stock		Preferred Stock		Total
Balance as of January 1, 2019	$	122,981,395		$	1,200,773		$	379,849	$	1,160,531	$	125,722,548
Purchases (including PIK)		180,686,950			6,439,645			1,259,643		3,137,716		191,523,954
Sales and principal payments		(31,599,236	)		—			—		—		(31,599,236	)
Realized Gain (Loss)		65,081			—			—		—		65,081
Net Amortization of Premium/Discount		655,240			4,943			—		—		660,183
Transfers In		—			—			—		—		—
Transfers Out		—			—			—		—		—
Net Change in Unrealized Appreciation (Depreciation)		(400,789	)		(24,814	)		27,953		171,639		(226,011	)

Balance as of September 30, 2019	$	272,388,641		$	7,620,547		$	1,667,445	$	4,469,886	$	286,146,519

Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	(335,674	)	$	(24,815	)	$	27,953	$	171,639	$	(160,897	)

~~Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur.~~ For the nine months ended September 30, 2019, there were no transfers to or from Level 3.

The following is a reconciliation of Level 3 assets for the year ended December 31, 2018:


	1st Lien/Senior Secured Debt			2nd Lien/Junior Secured Debt			Common Stock		Preferred Stock		Total
Balance as of January 1, 2018	$	23,561,630		$	—		$	311,400	$	—	$	23,873,030
Purchases (including PIK)		115,019,854			1,200,773			62,735		1,160,531		117,443,893
Sales and principal payments		(15,791,044	)		—			—		—		(15,791,044	)
Realized Gain (Loss)		8,664			—			—		—		8,664
Net Amortization of Premium/Discount		258,651			660			—		—		259,311
Transfers In		—			—			—		—		—
Transfers Out		—			—			—		—		—
Net Change in Unrealized Appreciation (Depreciation)		(76,360	)		(660	)		5,714		—		(71,306	)

Balance as of December 31, 2018	$	122,981,395		$	1,200,773		$	379,849	$	1,160,531	$	125,722,548

Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	(77,132	)	$	(660	)	$	5,714	$	—	$	(72,078	)

For the year ended December 31, 2018, there were no transfers ~~between levels.~~to or from Level 3.

The following tables present the ranges of significant unobservable inputs used to value the Fund’s Level 3 investments as of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. These ranges represent the significant unobservable inputs that were used in the valuation of each type of investment. These inputs are not representative of the inputs that could have been used in the valuation of any one investment. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Fund’s Level 3 investments.

Fair Value
as of
September 30. 2018

Valuation
Techniques

Unobservable
Input

Range
(Weighted
Average)⁽¹⁾

Impact to
Valuation from
an Increase in
Input

Fair Value
as of
30-Sep-19

Valuation

Techniques

Unobservable

Input

Range
(Weighted
Average)⁽¹⁾

Impact to
Valuation from
an Increase in
Input

Assets:

1st Lien/Senior Secured Debt

37,188,752

Market Yield
Analysis

Market Yield

6.6% - 9.6% (9.32%)

Decrease

174,350,874

Market Yield Analysis

Market Yield

6.3% - 11.5% (8.3%)

Decrease

1st Lien/Senior Secured Debt—Recent Transactions

45,678,805

Recent
Purchases

Purchase Price

N/A

1st Lien/Senior Secured Debt

98,037,767

Recent Purchase

Purchase Price

N/A

1,180,902

Market Yield Analysis

Market Yield

11.20%

Decrease

6,439,645

Recent Purchase

Purchase Price

N/A

Common Stock

317,270

Market
Approach

EBITDA
Multiple

12.5x

Increase

1,320,075

Market Approach

EBITDA Multiple

11.0x - 17.0x (13.3x)

Increase

347,370

Recent Purchase

Purchase Price

N/A

Preferred

Stock

1,332,182

Market Approach

EBITDA Multiple

13.6x

Increase

1,598,198

Market Approach

Revenue Multiple

5.0x - 10.5x (7.1x)

Increase

1,539,506

Recent Purchase

Purchase Price

N/A

Total Assets

83,184,827

286,146,519

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

Fair Value
as of
December 31. 2017

Valuation
Techniques

Unobservable
Input

Range
(Weighted
Average)

Impact to
Valuation
from an
Increase
in Input

Fair Value
as of
December 31.
2018

Valuation

Techniques

Unobservable

Input

Range
(Weighted
Average)⁽¹⁾

Impact to
Valuation from
an Increase in
Input

Assets:

1st Lien/Senior Secured Debt

23,561,630

Recent Purchase

Purchase Price

N/A

59,170,282

Market Yield Analysis

Market Yield

6.0% - 15.5% (9.2%)

Decrease

1st Lien/Senior Secured Debt

63,811,113

Recent Purchase

Purchase Price

N/A

1,200,773

Recent Purchase

Purchase Price

N/A

Common Stock

311,400

Recent Purchase

Purchase Price

N/A

317,114

Market Approach

EBITDA Multiple

12.5x

Increase

Common

Stock

62,735

Recent Purchase

Purchase Price

N/A

1,160,531

Recent Purchase

Purchase Price

N/A

Total Assets

23,873,030

125,722,548

~~6. Organizational~~

(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 ~~Offering Expenses~~

Organization costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services and other 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 preparationfair value of the Fund’s private placement memorandum and other offering documents, including travel-related expenses. For the period ended September 30, 2018, total organization expenses incurred amounted to $0. Offering expenses, which are being deferred, totaled $209,458, are amortized on a straight-line basis over a one year period starting from September 29, 2017. Asfinancial liabilities disclosed, but not carried, at fair value as of September 30, ~~2018, all offering costs have been amortized.~~

~~For the three and nine months ended September 30, 2018, the aforementioned organization expenses incurred~~2019 and the ~~portion~~level of each financial liability within the ~~offering expenses amortized to expenses were reimbursed by the Adviser as part of its Expense Payment disclosed in Note 3.~~

fair value hierarchy.


	Carrying		Fair
($ in millions)	Value⁽¹⁾		Value		Level 1		Level 2		Level 3
Class A-1 Senior Secured Notes⁽²⁾	$	175,528,458	$	178,200,00	$	—	$	—	$	178,200,000
Class A-2A Senior Secured Notes⁽²⁾		24,625,153		25,000,000		—		—		25,000,000
Class A-2B Senior Secured Notes⁽²⁾		9,800,765		9,950,000		—		—		9,950,000

Total	$	209,954,376	$	213,150,000	$	—	$	—	$	213,150,000

(1)	Carrying value is net of unamortized discount and debt issuance costs. Unamortized discount and debt issuance costs associated with the Notes totaled $3,195,624 as of September 30, 2019 and are reflected on the consolidated statements of assets and liabilities.

(2)	The fair value approximates its carrying value given recent issuance of the Notes.

7.6. Commitments & Contingencies

Commitments

The Fund may enter into commitments to fund investments. As of September 30, ~~2018,~~2019, the Fund believed that it had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Fund’s consolidated statements of assets and liabilities. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Fund had the following unfunded commitments by investment types as of September 30, ~~2018:~~2019:

Investment
Type
   Facility
Type    Commitment
Expiration
Date⁽¹⁾    Unfunded
Commitment ⁽²⁾    Fair
Value⁽³⁾
1st Lien/Senior Secured Debt

AEG Holding Company, Inc.
   Delayed Draw Term Loan    11/20/2019    $ 1,083,629    $ (21,673 )
AEG Holding Company, Inc.
   Revolver    11/20/2023    $ 270,907    $ (5,418 )
Analogic Corporation
   Revolver    06/22/2023    $ 286,957    $ (5,739 )
Avetta, LLC
   Delayed Draw Term Loan    04/11/2020    $ 1,235,991    $ (15,450 )
Avetta, LLC
   Revolver    04/10/2024    $ 494,396    $ (9,888 )
Businesssolver.com, Inc.
   Revolver    05/15/2020    $ 323,529    $ (6,471 )
Businesssolver.com, Inc.
   Delayed Draw Term Loan    05/15/2023    $ 323,529    $ (6,471 )
Captain D’s, Inc.
   Revolver    12/15/2023    $ 116,382    $ (1,164 )
Drilling Info Holdings, Inc.
   Delayed Draw Term Loan    07/30/2020    $ 427,533    $ (2,138 )
Engage2Excel, Inc
   Revolver    03/07/2023    $ 364,342    $ (7,287 )
Exterro, Inc.
   Revolver    05/31/2024    $ 330,000    $ (6,600 )
Finalsite Holdings, Inc.
   Revolver    09/25/2024    $ 506,283    $ (8,860 )
Genesis Acquisition Co.
   Delayed Draw Term Loan    07/31/2024    $ 364,466    $ (3,645 )
Genesis Acquisition Co.
   Revolver    07/31/2020    $ 202,400    $ (4,048 )
InSite Wireless Group, LLC
   Revolver    07/10/2020    $ 98,615    $ (1,479 )
InSite Wireless Group, LLC
   Term Loan    07/10/2020    $ 433,908    $ (6,509 )
Maintech, Incorporated
   Revolver    12/28/2022    $ 82,500    $ (1,238 )
Ministry Brands, LLC
   Delayed Draw Term Loan    12/02/2022    $ 1,170,618    $ (5,853 )
Perforce Intermediate Holdings, LLC
   Revolver    12/28/2022    $ 11,657    $ (321 )
Pinnacle Dermatology Management, LLC
   Delayed Draw Term Loan    05/18/2020    $ 4,684,236    $ (93,685 )
Pinnacle Dermatology Management, LLC
   Revolver    05/18/2023    $ 468,424    $ (9,368 )
Pivotal Payments Direct Corp.
   Delayed Draw Term Loan    03/28/2020    $ 485,735    $ (4,857 )
Platinum Dermatology Partners, LLC

General Delayed Draw
Term Loan Commitment
   07/03/2019    $ 568,394    $ (11,368 )
Platinum Dermatology Partners, LLC
   Revolver    01/03/2023    $ 498,592    $ (9,972 )
Qualifacts Corporation
   Revolver    12/12/2022    $ 300,000    $ (6,000 )
Sugarcrm, Inc.
   Revolver    07/31/2024    $ 310,244    $ (5,429 )
Swiftpage, Inc.
   Revolver    06/13/2023    $ 225,317    $ (4,506 )
Theranest, LLC
   Delayed Draw Term Loan    07/23/2023    $ 3,000,000    $ (45,000 )
Theranest, LLC
   Revolver    07/23/2023    $ 428,571    $ (8,571 )
Tropical Smoothie Café, LLC
   Revolver    09/24/2023    $ 96,435    $ (964 )
Velocity Purchaser Corporation
   Revolver    12/01/2022    $ 193,237    $ (3,865 )
Veriforce Holdings, LLC
   Revolver    07/13/2023    $ 56,329    $ (986 )
Watermark Insights, LLC
   Revolver    06/07/2024    $ 205,882    $ (2,059 )




Total 1st Lien/Senior Secured Debt
         $ 19,649,038    $ (326,882 )




Total
         $ 19,649,038    $ (326,882 )


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		9/27/2024	$	3,448,816	$	(51,733	)
5 Bars, LLC	Revolver		9/27/2024	$	646,653	$	(9,700	)
AEG Holding Company, Inc.	Revolver		11/20/2023	$	502,589	$	(10,052	)
American Physician Partners, LLC	Delayed Draw Term Loan		1/29/2020	$	62,160	$	(932	)
American Physician Partners, LLC	Revolver		12/21/2021	$	266,402	$	(3,996	)
AMI US Holdings Inc.	Revolver		4/1/2024	$	481,626	$	(9,633	)
Analogic Corporation	Revolver		6/22/2023	$	258,261	$	(5,165	)
Avetta, LLC	Delayed Draw Term Loan		4/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		4/10/2024	$	494,396	$	(9,888	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan A		6/12/2021	$	1,288,304	$	(12,883	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan B		6/30/2020	$	2,576,608	$	(25,766	)
BEP Borrower Holdco, LLC	Revolver		6/12/2024	$	429,435	$	(6,442	)
Blink Holdings, Inc.	Delayed Draw Term Loan		11/8/2020	$	548,269	$	(5,483	)
Broadway Technology, LLC	Revolver		4/1/2024	$	383,845	$	(7,677	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		5/15/2020	$	110,000	$	—
Businesssolver.com, Inc.	Revolver		5/15/2023	$	252,353	$	—
Captain D’s, Inc.	Revolver		12/15/2023	$	86,474	$	(865	)
CutisPharma Inc.	Delayed Draw Term Loan		5/17/2021	$	1,931,727	$	(33,806	)
CutisPharma Inc.	Revolver		3/21/2023	$	482,932	$	(8,452	)
Degreed, Inc.	Delayed Draw Term Loan		5/31/2021	$	2,924,689	$	(14,623	)
Degreed, Inc.	Revolver		5/31/2024	$	417,813	$	(4,178	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		3/21/2021	$	5,268,797	$	(105,376	)
Delaware Valley Management Holdings, Inc.	Revolver		3/21/2024	$	526,880	$	(10,538	)

Dillon Logistics, Inc.
   Revolver    12/11/2023    $ 26,552    $ (1,593 )
E2open LLC
   Revolver    11/26/2024    $ 311,365    $ (3,114 )
Edgewood Partners Holdings LLC
   Delayed Draw Term Loan    12/31/2019    $ 1,458,540    $ (14,585 )
Engage2Excel, Inc
   Delayed Draw Term Loan    10/25/2020    $ 664,490    $ (6,645 )
Engage2Excel, Inc
   Revolver    3/7/2023    $ 188,453    $ (3,769 )
EnterpriseDB Corporation
   Revolver    6/21/2024    $ 696,355    $ (13,928 )
Ethos Veterinary Health LLC
   Term Loan    5/17/2021    $ 839,091    $ (8,391 )
Exterro, Inc.
   Revolver    5/31/2024    $ 330,000    $ (6,600 )
Finalsite Holdings, Inc.
   Revolver    9/25/2024    $ 253,142    $ (3,797 )
Fuze, Inc.
   Delayed Draw Term Loan    9/20/2021    $ 2,591,772    $ (12,959 )
Fuze, Inc.
   Revolver    9/20/2024    $ 1,295,886    $ (6,480 )
Genesis Acquisition Co.
   Delayed Draw Term Loan    7/31/2020    $ 364,466    $ (3,644 )
Genesis Acquisition Co.
   Revolver    7/31/2024    $ 131,560    $ (2,631 )
GHA Buyer, Inc.
   Delayed Draw Term Loan    6/20/2020    $ 675,044    $ (13,500 )
GHA Buyer, Inc.
   Revolver    10/22/2023    $ 202,513    $ (4,050 )
GS AcquisitionCo, Inc.
   Revolver    5/24/2024    $ 241,806    $ (3,023 )
GS AcquisitionCo, Inc.
   Second Supplemental Delayed Draw Term Loan    8/2/2021    $ 1,934,450    $ (13,251 )
IFS Acquisition, LLC
   Revolver    11/21/2023    $ 489,374    $ —
INH Buyer, Inc.
   Revolver    1/31/2024    $ 205,858    $ (3,088 )
InSite Wireless Group, LLC
   Revolver    3/15/2023    $ 118,339    $ (1,479 )
InSite Wireless Group, LLC
   Term Loan    8/1/2022    $ 6,990,675    $ (87,383 )
Lucky Bucks, LLC
   Delayed Draw Term Loan    4/9/2020    $ 94,699    $ (1,657 )
Metametrics, Inc.
   Revolver    9/10/2025    $ 651,183    $ (13,024 )
Ministry Brands, LLC
   Delayed Draw Term Loan    12/2/2022    $ 732,132    $ (3,661 )
Nine Point Energy, LLC
   Delayed Draw Term Loan    6/7/2021    $ 1,312,500    $ (26,250 )
Nine Point Energy, LLC
   Revolver    6/7/2024    $ 175,000    $ (3,500 )
Pace Health Companies, LLC
   Revolver    8/2/2024    $ 616,682    $ (6,167 )
PF Growth Partners, LLC
   Delayed Draw Term Loan    7/11/2021    $ 336,399    $ (3,364 )
Pinnacle Dermatology Management, LLC
   Delayed Draw Term Loan    5/18/2020    $ 210,791    $ (4,216 )
Pinnacle Dermatology Management, LLC
   Revolver    5/18/2023    $ 468,424    $ (9,369 )
Rhode Holdings Inc.
   Delayed Draw Term Loan    5/3/2021    $ 467,302    $ (5,281 )
Rhode Holdings Inc.
   Revolver    5/2/2025    $ 268,565    $ (5,371 )
RxBenefits, Inc.
   Revolver    3/29/2024    $ 575,767    $ (5,757 )
Selligent, Inc.
   Revolver    11/3/2023    $ 200,660    $ (3,010 )
Single Digits, Inc
   Delayed Draw Term Loan    12/21/2020    $ 1,040,369    $ (10,404 )
Single Digits, Inc
   Revolver    12/21/2023    $ 416,148    $ (4,162 )
Sirsi Corporation
   Revolver    3/15/2024    $ 332,245    $ (4,984 )
Smile Brands, Inc.
   Delayed Draw Term Loan    10/12/2020    $ 333,798    $ (3,338 )
Smile Brands, Inc.
   Revolver    10/12/2023    $ 216,587    $ (2,166 )
Sugarcrm Inc.
   Revolver    7/31/2024    $ 124,098    $ (1,241 )
Summit Infrastructure Group, Inc.
   Delayed Draw Term Loan    3/15/2021    $ 1,125,756    $ (22,515 )
Summit Infrastructure Group, Inc.
   Revolver    3/15/2024    $ 562,878    $ (11,257 )
Swiftpage, Inc.
   Revolver    6/13/2023    $ 225,317    $ (4,507 )
Symplr Software, Inc.
   Revolver    11/30/2023    $ 55,481    $ (832 )
The Center for Orthopedic and Research Excellence, Inc.
   Delayed Draw Term Loan    8/15/2021    $ 1,726,330    $ (15,105 )
The Center for Orthopedic and Research Excellence, Inc.
   Revolver    8/15/2025    $ 586,952    $ (10,272 )
Theranest, LLC
   Delayed Draw Term Loan    7/23/2020    $ 1,937,786    $ (29,067 )
Theranest, LLC
   Revolver    7/24/2023    $ 428,571    $ (8,571 )
TRGRP, Inc.
   Revolver    11/1/2023    $ 333,333    $ (6,666 )
Tropical Smoothie Cafe, LLC
   Revolver    9/24/2023    $ 96,435    $ —
Velocity Purchaser Corporation
   Revolver    12/1/2022    $ 193,237    $ —




Total 1st Lien/Senior Secured Debt
         $ 60,480,176    $ (789,172 )




Total
         $ 60,480,176    $ (789,172 )

The Fund had the following unfunded commitments by investment types as of December 31, ~~2017:~~2018:


Investment Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾			Facility Type	Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.		11/20/2019	$	1,083,629	$	(21,672	)	Delayed Draw Term Loan		11/20/2019	$	1,083,629	$	(21,673	)
AEG Holding Company, Inc.		11/20/2023	$	433,452	$	(8,669	)	Revolver		11/20/2023	$	216,726	$	(4,335	)
American Physician Partners LLC								Delayed Draw Term Loan		01/29/2020	$	3,212,948	$	(48,194	)
American Physician Partners LLC								Revolver		12/21/2021	$	347,466	$	(5,212	)
Analogic Corporation								Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC								Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC								Revolver		04/10/2024	$	494,396	$	(4,944	)
Businesssolver.com, Inc.								Delayed Draw Term Loan		05/15/2020	$	291,176	$	(5,824	)
Businesssolver.com, Inc.								Revolver		05/15/2023	$	194,118	$	(3,882	)
Caliper Software, Inc.								Revolver		11/30/2023	$	281,636	$	(4,225	)
Captain D’s, Inc.		12/15/2023	$	88,326	$	(883	)	Revolver		12/15/2023	$	112,481	$	(1,125	)
D1MT Holdings LLC		12/28/2022	$	220,000	$	(3,300	)
Dillon Logistics, Inc.								Revolver		12/11/2023	$	225,550	$	(3,404	)
Drilling Info Holdings, Inc.								Delayed Draw Term Loan		07/30/2020	$	233,718	$	(1,461	)
E2open LLC								Delayed Draw Term Loan		05/26/2020	$	736,677	$	(11,050	)
E2open LLC								Revolver		11/26/2024	$	311,365	$	(4,670	)
Engage2Excel, Inc.								Revolver		03/07/2023	$	270,115	$	(5,402	)
Exterro, Inc.								Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.								Revolver		09/25/2024	$	253,142	$	(4,430	)
Genesis Acquisition Co.								Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.								Revolver		07/31/2024	$	202,400	$	(4,048	)
GHA Buyer, Inc.								Delayed Draw Term Loan		06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.								Revolver		10/22/2023	$	202,513	$	(4,050	)
InSite Wireless Group, LLC								Revolver		03/15/2023	$	197,231	$	(2,958	)
InSite Wireless Group, LLC								Term Loan		03/15/2021	$	1,311,586	$	(19,674	)
Lucky Bucks, LLC								Delayed Draw Term Loan		04/09/2020	$	556,562	$	(9,740	)
Maintech, Incorporated								Revolver		12/28/2022	$	60,500	$	(908	)
Ministry Brands, LLC								Delayed Draw Term Loan		12/02/2022	$	947,111	$	(4,736	)
Perforce Intermediate Holdings, LLC		12/28/2022	$	485,714	$	(13,357	)	Revolver		12/28/2022	$	591,549	$	(5,915	)
Pinnacle Dermatology Management, LLC								Delayed Draw Term Loan		05/18/2020	$	1,920,536	$	(38,411	)
Pinnacle Dermatology Management, LLC								Revolver		05/18/2023	$	468,424	$	(9,368	)
Pivotal Payments, Inc.								Delayed Draw Term Loan		03/28/2020	$	183,152	$	(1,832	)
Platinum Dermatology Partners, LLC								General Delayed Draw Term Loan Commitment		07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC								Revolver		01/03/2023	$	498,592	$	(9,972	)
Qualifacts Corporation		12/12/2022	$	300,000	$	(6,000	)	Revolver		12/12/2022	$	300,000	$	(1,500	)
Selligent, Inc.								Revolver		11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.								Delayed Draw Term Loan		12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.								Revolver		12/21/2023	$	416,148	$	(4,161	)
Smile Brands, Inc.								Delayed Draw Term Loan		10/12/2020	$	477,340	$	(4,773	)
Smile Brands, Inc.								Revolver		10/12/2023	$	212,340	$	(2,123	)
Sugarcrm, Inc.								Revolver		07/31/2024	$	232,683	$	(4,072	)
Swiftpage, Inc.								Revolver		06/13/2023	$	225,317	$	(4,506	)
Theranest, LLC								Delayed Draw Term Loan		07/23/2020	$	2,785,713	$	(41,786	)
Theranest, LLC								Revolver		07/24/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC								Revolver		11/21/2023	$	469,177	$	(7,038	)
TRGRP Acquisition Corp.								Revolver		11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Café, LLC								Revolver		09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation		12/01/2022	$	173,913	$	(3,478	)	Revolver		12/01/2022	$	193,237	$	(3,865	)
Veriforce Holdings, LLC								Revolver		07/13/2023	$	281,646	$	(4,929	)

Total 1st Lien/Senior Secured Debt			$	2,785,034	$	(57,359	)				$	26,559,120	$	(403,025	)

Total			$	2,785,034	$	(57,359	)				$	26,559,120	$	(403,025	)

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

(2)
Net of capitalized fees, expenses and original issue discount (“OID”).
(3)
A negative fair value was reflected as investments, at fair value in the ~~Statements~~consolidated statements of ~~Assets~~assets and ~~Liabilities.~~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.

8.7. Net Assets

Equity Issuance

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

On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital draw-down notice. At September 30, ~~2018~~2019 the Fund had total Capital Commitments of ~~$253,296,218,~~$359,356,251, of which ~~80%~~66% is unfunded. The minimum Capital Commitment of an investor is $50,000. The Adviser, however, may waive the minimum Capital Commitment at its discretion.

Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (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.

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, ~~2018~~2019 and ~~2017:~~September 30, 2018:

   For the nine months ended
September 30, 2018    For
the nine months
ended
September 30,
2017
Quarter Ended
   Shares    Amount    Shares    Amount
March 31
   599,421    $ 6,066,799    0    $ 0
June 30
   399,596    $ 4,001,001    2,400    $ 24,000
September 30
   1,577,979    $ 15,912,791    0    $ 0








Total capital drawdowns
   2,576,996    $ 25,980,591    2,400    $ 24,000


	For the nine months ended September 30, 2019				For the nine months ended September 30, 2018
Quarter Ended	Shares		Amount		Shares		Amount
March 31		2,317,068	$	23,125,308		599,421	$	6,066,799
June 30		1,784,087	$	17,963,617		399,596	$	4,001,001
September 30		1,795,822	$	17,967,810		1,577,979	$	15,912,791

Total capital drawdowns		5,896,977	$	59,056,735		2,576,996	$	25,980,591

Distributions

The following ~~table reflects~~tables reflect the distributions declared on shares of the Fund’s common stock during the nine months ended September 30, 2019 and September 30, 2018:

Date Declared
   Record Date    Payment Date    Amount Per Share    Dollar Amount
6/28/2018
   6/28/2018    6/29/2018    $ 0.25    $ 759,327
09/27/2018
   09/27/2018    09/28/2018    $ 0.12    $ 625,565


Date Declared	Record Date	Payment Date	Amount Per Share	Dollar Amount
3/27/2019	3/27/2019	4/25/2019	$0.15	$1,057,242
6/28/2019	6/28/2019	7/19/2019	$0.16	$1,690,999
9/25/2019	9/26/2019	10/30/2019	$0.13	$1,674,929

				$4,423,170

~~There were no distributions declared on shares of the Fund’s common stock during the nine months ended September 30, 2017.~~

Date Declared

Record Date

Payment Date

Amount Per Share

Dollar Amount
6/28/2018
6/28/2018 6/29/2018 $0.25 $759,327
9/27/2018
9/27/2018 9/28/2018 $0.12 $625,565

$1,384,892

Distribution Reinvestment Plan

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

The following ~~table summarizes~~tables summarize shares distributed pursuant to the DRIP during the nine months ended September 30, 2019 and September 30, 2018 to stockholders who opted into the DRIP:

Date Declared
   Record Date    Payment Date    Shares    Dollar Amount
6/28/2018
   6/28/2018    6/29/2018    42,390    $ 424,430
09/27/2018
   09/27/2018    09/28/2018    34,652    $ 347,908


Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
3/27/2019	3/27/2019	3/29/2019	58,319	$ 581,297
6/28/2019	6/28/2019	6/28/2019	91,975	$ 915,804
9/25/2019	9/26/2019	9/30/2019	91,341	$ 907,002

			241,635	$2,404,103

~~There were~~


Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
6/28/2018	6/28/2018	6/29/2018	42,390	$424,430
9/27/2018	9/27/2018	9/28/2018	34,652	$347,908

			77,042	$772,338

Share Repurchase Plan

On March 23, 2018, the Small Business Credit Availability Act (the “SBCAA”) was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no ~~shares distributed pursuant~~financial interest in the proposal). On September 26, 2018, the Fund’s stockholders approved the reduction of the asset coverage ratio applicable to the ~~DRIP~~Fund from 200% to 150%. Pursuant to the SBCAA, on November 27, 2018, the Fund extended to its stockholders as of such date the opportunity to sell the shares held by that stockholder as of such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained. The first tender offer period began on November 27, 2018 and expired on December 27, 2018. The second tender offer period began on February 22, 2019 and expired on March 26, 2019. The third tender offer period began on May 17, 2019 and expired on June 25, 2019. The fourth tender offer period began on August 16, 2019 and expired on September 25, 2019.

The following table summarizes shares repurchased during the nine months ended September 30, ~~2017 to stockholders who had opted into~~2019:


Payment Date	Shares	Dollar Amount
3/28/2019	7,331	$72,668
6/28/2019	7,529	$75,042
9/25/2019	8,478	$84,413

	23,338	$232,123

There were no shares repurchased during the ~~DRIP.~~nine months ended September 30, 2018.

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, 2019 and September 30, 2018:


					For the three months ended September 30,				For the nine months ended September 30,
	For the three months ended September 30, 2018		For the nine months ended September 30, 2018		2019		2018		2019		2018
Net increase (decrease) in net assets from operations	$	650,958	$	1,316,997	$	1,281,543	$	650,958	$	4,034,094	$	1,316,997
Weighted average common shares outstanding		4,168,629		3,258,111		11,226,276		4,168,629		9,182,983		3,258,111
Earnings per common share-basic and diluted	$	0.16	$	0.40	$	0.11	$	0.16	$	0.44	$	0.40

~~10.~~9. Financial Highlights

Below is the schedule of financial highlights of the Fund for the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017:~~2018:


		For the nine months ended			For the nine months ended
		September 30, 2018			September 30, 2017				For the nine months ended September 30, 2019			For the nine months ended September 30, 2018
Per Share Data:⁽¹⁾	Per Share Data:⁽¹⁾							Per Share Data:⁽¹⁾
Net asset value, beginning of period		$	10.02		$	10.00			$	9.91		$	10.02
Net investment income (loss)			0.41			0.00				0.48			0.41
Net realized and unrealized gains (losses) on investments			(0.02	)		0.00				(0.02	)		(0.02	)

Net increase (decrease) in net assets resulting from operations			0.39			0.00				0.46			0.39

Distributions to shareholders⁽²⁾			(0.37	)		0.00				(0.44	)		(0.37	)

Net asset value, end of period		$	10.04		$	10.00			$	9.93		$	10.04
Shares outstanding, end of period			5,071,409			2,500				12,498,946			5,071,409
Total return at net asset value before incentive fees⁽³⁾⁽⁴⁾			3.97	%		0.00	%			5.08	%		3.97	%
Total return at net asset value after incentive fees⁽³⁾⁽⁴⁾			3.91	%		0.00	%			4.65	%		3.91	%

Ratio/Supplemental Data:	Ratio/Supplemental Data:							Ratio/Supplemental Data:
Net assets, end of period		$	50,917,417		$	25,000			$	124,113,349		$	50,917,417
Ratio of total expenses to weighted average net assets⁽⁵⁾			13.73	%		—	%			15.68	%		13.73	%
Ratio of net expenses to weighted average net assets⁽⁵⁾			6.34	%		—	%
Ratio of net investment income (loss) before waiver to weighted average net assets⁽⁵⁾			(1.29	)%		—	%
Ratio of net investment income (loss) after waiver to weighted average net assets⁽⁵⁾			6.10	%		—	%
Ratio of net expenses to weighted average net assets⁽⁵⁾⁽⁶⁾										13.78	%		6.34	%
Ratio of net investment income (loss) before waivers to weighted average net assets⁽⁵⁾										4.76	%		(1.29	)%
Ratio of net investment income (loss) after waivers to weighted average net assets⁽⁵⁾⁽⁶⁾										6.66	%		6.10	%
Ratio of interest and credit facility expenses to weighted average net assets⁽⁵⁾			3.61	%		—	%			8.17	%		3.61	%
Ratio of incentive fees to weighted average net assets⁽⁴⁾			0.19	%		—	%			0.61	%		0.19	%
Portfolio turnover rate⁽⁴⁾			11.55	%		—	%			14.47	%		11.55	%
Asset coverage ratio⁽⁶⁾⁽⁷⁾			2.40			0.00				159	%		240	%

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

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

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

(4)	Not annualized.

(5)	Annualized, except for professional fees, directors’ fees, incentive fees and organizational and offering costs.

(6)

For the nine months ended September 30, 2019 and September 30, 2018, the Adviser voluntarily waived a portion of their management fees, incentive fees, and collateral management fees. Additionally, the Adviser also reimbursed the Fund for operating expenses exceeding the percentage limit as per the Expense Support and Conditional Reimbursement Agreement. The ratios include the effects of the waived expenses of 1.37% and 0.40% for the nine months ended September 30, 2019 and September 30, 2018 respectively.

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

~~11.~~

10. Subsequent Events

Subsequent events after the consolidated statements of assets and liabilities date have been evaluated through the date the financial statements were issued. ~~Other than the items discussed below, the~~The Fund has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

Effective November ~~14, 2018,~~13, 2019, the Fund has exercised its option to extend the maturity date of the Revolving Credit Facility to November 11, 2020.

On November 13, ~~2019. In addition,~~2019, the Fund entered into the Amended and Restated Advisory Agreement with the Adviser, replacing the Advisory Agreement (which was terminated concurrently with the effectiveness of the Amended and Restated Advisory Agreement). The Amended and Restated Advisory Agreement is identical in all material respects to the Advisory Agreement, except that (i) it reflects new effective and termination dates and (ii) the income-based incentive fee has been revised to calculate Pre-incentive Fee Net Investment Income, which is expressed as a rate of return on the value of the Fund’s net assets, using the Fund’s average monthly net assets as of ~~November 14, 2018,~~ the ~~Fund has increased~~first day of each month in the ~~Maximum Commitment to $100 million.~~calendar quarter, rather than using the Fund’s net assets at the end of the immediately preceding fiscal quarter.

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

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 current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

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

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

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

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

our future operating results;

our business prospects and the prospects of our portfolio companies;

our contractual arrangements and relationships with third parties;

the ability of our portfolio companies to achieve their objectives;

competition with other entities and our affiliates for investment opportunities;

the speculative and illiquid nature of our investments;

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

the adequacy of our financing sources and working capital;

the loss of key personnel;

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

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

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

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

the effect of legal, tax and regulatory changes, including the Small Business Credit Availability Act (the “SBCAA”); and

the other risks, uncertainties and other factors we identify under “Risk Factors” of our Annual Report on Form10-K for the fiscal year ended December 31, ~~2017~~2018 and our Quarterly ~~Report~~Reports onForm10-Q for the ~~quarter~~quarters ended ~~June~~ March 31, 2019 and June��30, ~~2018.~~2019.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of Annual Report on Form10-K for the fiscal year ended December 31, ~~2017,~~2018, our Quarterly ~~Report~~Reports onForm10-Q for ~~for~~ the ~~quarter~~quarters ended March 31, 2019 and June 30, ~~2018,~~2019, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Annual Report are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are an investment company.

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Quarterly Report.

Overview

We were formed on February 6, 2015 as a corporation under the laws of the State of Maryland. We are structured as an externally managed,non-diversified,closed-end management investment company. We were formed to invest primarily in primary-issue middle-market credit opportunities that are directly sourced and privately negotiated. We commenced investment operations on November 15, 2017 (“Commencement”). We are advised by AB Private Credit Investors LLC (the “Adviser”), which is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. State Street Bank and Trust Company (the “Administrator”) provides the administrative services necessary for the Fund to operate.

On October 6, 2016, we filed with the SEC an election to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Fund has elected to be treated as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. To the extent that we have net taxable income prior to our qualification as a RIC, we will be subject to U.S. federal income tax on such income. As a BDC and a RIC, respectively, we are and will be required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax exempt interest.

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

The Private Offering

We enter into separate subscription agreements with investors providing for the private placement of our common stock (the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act,” and such offering, the “Private Offering”). Each investor makes a capital commitment (a “Capital Commitment”) to purchase Shares pursuant to a subscription agreement. Investors are required to make capital contributions to purchase Shares each time we deliver a capital call notice, which is issued based on our anticipated investment activities and capital needs, delivered at least 10 business days prior to the required funding date, provided that investors may fund such requirements sooner than the deadline as agreed between the Fund and the investor. Generally, purchases of our Shares are made pro rata in accordance with each investor’s Capital Commitment, in an amount not to exceed each investor’s remaining capital commitment (“Remaining Commitment”), at aper-Share price equal to the net asset value per share of our common stock subject to any adjustments.

We may accept additional Capital Commitments quarterly (“Subsequent Closings”) from new investors as well as existing investors that wish to increase their commitment and shareholding in the Fund. These Subsequent Closings are expected to occur on a calendar-quarter end based on investor interest as well as the state of the market and our capacity to invest the additional capital 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 Fund’s receipt of exemptive relief that would permit stockholders to liquidate their investments pursuant to transactions that are currently prohibited by the 1940 Act and would require an SEC order in order to be established.

Revenues

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

We will seek to build the Fund’s portfolio in a defensive manner that minimizes cyclical and correlated risks across individual names and sector verticals by targeting companies with strong underlying business models and durable intrinsic value.

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

Expenses

Under the Advisory Agreement, our primary operating expenses will include the payment of fees to the Adviser our allocable portion of overhead expenses under the Expense Reimbursement Agreement and other operating costs described below. We bear all otherout-of-pocket costs and expenses of our operations and transactions, including those relating to:

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

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

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

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

sales and purchases of our common stock and other securities;

base management fees and incentive fees payable to the Adviser;

transfer agent and custodial fees;

federal and state registration fees;

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

U.S. federal, state and local taxes;

independent directors’ fees and expenses;

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

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

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

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

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

Portfolio and Investment Activity

~~We commenced investment operations on November 15, 2017.~~ During the three months ended September 30, 2019, we invested $43,773,769 in 10 portfolio companies, $7,722,734 was drawn down against the revolvers and delayed draw term loans, and we had $11,984,003 in aggregate amount of principal repayments, which includes $1,995,849 in revolver and delayed draw term paydowns, and $5,323 in sales, resulting in net investments of $39,507,177 for the period.

During the three months ended September 30, 2018, we invested $23,840,581 in 9 portfolio companies, $1,383,962 was drawn down against the revolvers, and ~~delayed draw term loans, and~~ we had $907,626 in aggregate amount of principal repayments, which includes $563,856 in revolver ~~and delayed draw term loan~~ paydowns, and $0 in sales, resulting in net investments of $24,316,917 for the period.

During the nine months ended September 30, 2019, we invested $174,165,536 in 35 portfolio companies, $17,561,385 was drawn down against the revolvers and delayed draw term loans, and we had $24,086,016 in aggregate amount of principal repayments, which includes $6,444,889 in revolver and delayed draw term paydowns, and $7,636,064 in sales, resulting in net investments of $160,004,841 for the period.

During the nine months ended September 30, 2018, we invested $59,776,931 in 21 portfolio companies, $7,458,235 was drawn down against the revolvers, and ~~delayed draw term loans, and~~ we had $1,847,318 in aggregate amount of principal repayments, which includes $1,290,748 in revolver ~~and delayed draw term loan~~ paydowns, and $3,933,486 in sales, resulting in net investments of $61,454,362 for the period.

The following table shows the composition of the investment portfolio and associated yield data as of September 30, ~~2018:~~2019:

   As of September 30, 2018
   Amortized Cost    Percentage of
Total Portfolio Fair Value    Percentage of
Total Portfolio Weighted
Average
Yield⁽¹⁾
First Lien Senior Secured Debt
   $ 85,142,378    99.6 % $ 85,111,493    99.6 % 8.93 %
Common Stock
   311,400    0.4 317,270    0.4 0.00






Total
   $ 85,453,778    100 % $ 85,428,763    100 %


	As of September 30, 2019
	Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield⁽¹⁾
First Lien Senior Secured Debt	$	285,952,814		95.47	%	$	284,641,539		95.39	%		8.56	%
Second Lien Junior Secured Debt		7,646,021		2.55			7,620,547		2.55			10.89
Preferred Stock		4,298,247		1.43			4,469,886		1.50			—
Common Stock		1,633,778		0.55			1,667,445		0.56			—
Investment Company		11,329		0			11,329		0			—

Total	$	299,542,189		100	%	$	298,410,746		100	%

⁽¹⁾	Based upon the par value of our debt ~~investments.~~investments

The following table shows the composition of the investment portfolio and associated yield data as of December 31, ~~2017:~~2018:


	As of December 31, 2017													As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield⁽¹⁾			Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield⁽¹⁾
First Lien Senior Secured Debt	$	23,565,876		98.7	%	$	23,561,630		98.7	%		8.3	%	$	135,776,144		98.02	%	$	135,061,980		98.01	%		9.34	%
Second Lien Junior Secured Debt															1,201,433		0.87			1,200,773		0.87			10.91
Preferred Stock															1,160,531		0.84			1,160,531		0.84			—
Common Stock		311,400		1.3			311,400		1.3			0.00			374,135		0.27			379,849		0.28			—

Total	$	23,877,276		100	%	$	23,873,030		100	%				$	138,512,243		100	%	$	137,803,133		100	%

⁽¹⁾	Based upon the par value of our debt ~~investments.~~investments

The following table presents certain selected financial information regarding our investment portfolio:


	As of September 30, 2018			As of December 31, 2017			As of September 30, 2019			As of December 31, 2018
Number of portfolio companies		27			8			80			44
Percentage of debt bearing a floating rate⁽¹⁾		100	%		100	%		100	%		100	%
Percentage of debt bearing a fixed rate⁽¹⁾		0	%		—	%		—	%		—	%

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

The following table shows the amortized cost and fair value of our performing andnon-accrual debt investments as of September 30, ~~2018:~~2019:


	As of September 30, 2018										As of September 30, 2019
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value			Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	85,142,378		100	%	$	85,111,493		100	%	$	293,598,835		100	%	$	292,262,086		100	%
Non-accrual		0		0			0		0			—		—			—		—

Total	$	85,142,378		100	%	$	85,111,493		100	%	$	293,598,835		100	%	$	292,262,086		100	%

The following table shows the amortized cost and fair value of our performing andnon-accrual debt investments as of December 31, ~~2017:~~2018:


	As of December 31, 2017										As of December 31, 2018
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value			Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	23,565,876		100	%	$	23,561,630		100	%	$	136,977,577		100	%	$	136,262,753		100	%
Non-accrual		—		—			—		—			—		—			—		—

Total	$	23,565,876		100	%	$	23,561,630		100	%	$	136,977,577		100	%	$	136,262,753		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 onnon-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 restoresnon-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, ~~2018,~~2019 and as of December 31, ~~2017,~~2018, the Fund had no investments that were onnon-accrual status.

The following table shows the amortized cost and fair value of the investment portfolio and cash and cash equivalents as of September 30, ~~2018:~~2019:


	As of September 30, 2018										As of September 30, 2019
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total			Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
First Lien Senior Secured Debt	$	85,142,378		96.8	%	$	85,111,493		96.8	%	$	285,952,814		84.71	%	$	284,641,539		84.59	%
Second Lien Junior Secured Debt												7,646,021		2.26			7,620,547		2.26
Preferred Stock												4,298,247		1.27			4,469,886		1.33
Common Stock		311,400		0.4			317,270		0.4			1,633,778		0.48			1,667,445		0.50
Cash		2,466,694		2.8			2,466,694		2.8
Cash and cash equivalents												38,078,058		11.28			38,078,058		11.32

Total	$	87,920,472		100	%	$	87,895,457		100	%	$	337,608,918		100	%	$	336,477,475		100	%

The following table shows the amortized cost and fair value of the investment portfolio and cash as of December 31, ~~2017:~~2018:

   As of December 31, 2017
   Amortized Cost    Percentage of
Total Fair Value    Percentage of
Total
First Lien Senior Secured Debt
   $ 23,565,876    57.45 % $ 23,561,630    57.45 %
Common Stock
   311,400    0.76 311,400    0.76
Cash
   17,139,858    41.79 17,139,858    41.79






Total
   $ 41,017,134    100.00 % $ 41,012,888    100.00 %


	As of December 31, 2018
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
First Lien Senior Secured Debt	$	135,776,144		96.2	%	$	135,061,980		96.2	%
Second Lien Junior Secured Debt		1,201,433		0.9			1,200,773		0.9
Preferred Stock		1,160,531		0.8			1,160,531		0.8
Common Stock		374,135		0.3			379,849		0.3
Cash		2,510,208		1.8			2,510,208		1.8

Total	$	141,022,451		100	%	$	140,313,341		100	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of September 30, ~~2018~~2019 (with corresponding percentage of total portfolio investments):


	As of September 30, 2018										As of September 30, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Business Services											$	29,789,109		9.94	%	$	29,976,626		10.05	%
ConsumerNon-Cyclical	$	3,494,491		4.09	%	$	3,492,304		4.09	%		12,166,692		4.06			12,162,375		4.08
Digital Infrastructure & Services												22,140,673		7.39			22,124,909		7.41
Education		6,895,247		8.07			6,881,611		8.05			9,862,776		3.29			9,853,128		3.30
Energy												16,274,293		5.43			15,419,491		5.17
Healthcare & HCIT		16,790,023		19.65			16,751,510		19.61			66,815,939		22.33			66,517,261		22.30
Communications & IT Infrastructure		6,231,058		7.29			6,225,076		7.29
Energy		2,236,743		2.62			2,243,936		2.63
Pharmaceutical												5,792,538		1.93			5,728,856		1.92
Software & Services		48,146,498		56.34			48,174,608		56.39			123,639,287		41.28			123,759,985		41.47
Business Services		1,659,718		1.94			1,659,718		1.94
Specialty Finance												2,881,943		0.96			2,878,570		0.96
Transport & Logistics												10,167,610		3.39			9,978,216		3.34

	$	85,453,778		100	%	$	85,428,763		100	%	$	299,530,860		100	%	$	298,399,417		100	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, ~~2017~~2018 (with corresponding percentage of total portfolio investments):


	As of December 31, 2017										As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Business Services											$	13,455,873		9.72	%	$	13,453,009		9.77	%
Communications & IT Infrastructure												5,261,251		3.80			5,236,923		3.80
ConsumerNon-Cyclical	$	2,164,649		9.06	%	$	2,164,539		9.06	%		7,504,952		5.42			7,500,141		5.44
Education		6,761,095		28.32			6,758,994		28.32			6,940,001		5.01			6,920,371		5.02
Communications & IT Infrastructure		3,030,500		12.69			3,030,500		12.69
Energy												10,872,170		7.85			10,242,840		7.43
Healthcare & HCIT												25,437,461		18.36			25,411,873		18.44
Software & Services		11,921,032		49.93			11,918,997		49.93			58,166,581		41.99			58,165,375		42.21
Transport & Logistics												10,873,954		7.85			10,872,601		7.89

	$	23,877,276		100.00	%	$	23,873,030		100.00	%	$	138,512,243		100	%	$	137,803,133		100	%

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

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

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

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

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

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

Results of Operations

Operating results for the three months ended September 30, 2019 and 2018, were as follows:


	For the Three Months Ended September 30, 2019			For the Three Months Ended September 30, 2018
Total investment income	$	5,859,037		$	1,584,355
Total expenses		4,700,091			1,493,479

Waived collateral management fees		(367,534	)		—
Expense reimbursement from Adviser		(31,875	)		(462,465	)
Waived management fees		(60,261	)		(39,913	)
Waived incentive fees		(56,255	)		(32,302	)
Net investment income		1,674,871			625,556
Net realized and change in unrealized gains (losses)		(393,328	)		25,402

Net increase in net assets resulting from operations	$	1,281,543		$	650,958

Operating results for the nine months ended September 30, 2019 and 2018, were as follows:

   For the Three Months Ended
September 30,
2018    For the Nine Months Ended
September 30,
2018
Total investment income
   $ 1,584,355    $ 3,191,593
Total expenses
   1,493,479    4,015,868




Expense Reimbursement from Adviser
   462,465    2,052,539
Waived Management Fees
   39,913    77,203
Waived Incentive Fees
   32,302    32,302
Excise Tax Expense
   0    3




Net investment income
   625,556    1,337,766
Net change in unrealized appreciation (depreciation) on investments
   25,402    (20,769 )




Net increase in net assets resulting from operations
   $ 650,958    $ 1,316,997


	For the Nine Months Ended September 30, 2019			For the Nine Months Ended September 30, 2018
Total investment income	$	14,628,670		$	3,191,593
Total expenses		11,700,886			4,015,868

Waived collateral management fees		(693,343	)		—
Expense reimbursement from Adviser		(447,556	)		(2,052,539	)
Waived management fees		(191,359	)		(77,203	)
Waived incentive fees		(132,327	)		(32,302	)
Excise tax expense		—			3

Net investment income		4,392,369			1,337,766
Net realized and change in unrealized gains (losses)		(358,275	)		(20,769	)

Net increase in net assets resulting from operations	$	4,034,094		$	1,316,997

Investment Income

During the three months ended September 30, 2019, the Fund’s investment income was comprised of $5,718,631 of interest income, which includes $297,702 from net amortization of premium and accretion of discounts, $104,675 ofpayment-in-kind interest and other fee income of $35,731.

During the three months ended September 30, 2018, the Fund’s investment income was comprised of $1,581,876 of interest income, which includes $60,967 from the accretion of discounts and ~~$2,479 in~~ other fee ~~income.~~income of $2,479.

During the nine months ended September 30, 2019, the Fund’s investment income was comprised of $14,290,652 of interest income, which includes $782,772 from net amortization of premium and accretion of discounts, $166,946 ofpayment-in-kind interest and other fee income of $171,072.

During the nine months ended September 30, 2018, the Fund’s investment income was comprised of $3,189,114 of interest income, which includes $122,140 from the accretion of discounts and ~~$2,479 in~~ other fee ~~income.~~income of $2,479.

Operating Expenses

The composition of our operating expenses for the three months ended September 30, 2019 and 2018 was as follows:


	For the Three Months Ended			For the Three Months Ended
	September 30,			September 30,
	2019			2018
Interest and borrowing expenses	$	2,424,364		$	494,991
Management fees		1,017,059			281,892
Professional fees		379,792			379,861
Collateral management fees		367,534			—
Income-based incentive fee		180,792			66,206
Administration and custodian fees		113,524			39,546
Insurance expenses		68,338			62,383
Directors’ fees		37,500			37,223
Transfer agent fees		8,104			561
Offering costs		—			52,221
Other expenses		103,084			78,595

Total expenses		4,700,091			1,493,479
Waived collateral management fees		(367,534	)		—
Expense reimbursement from Adviser		(31,875	)		(462,465	)
Waived management fees		(60,261	)		(39,913	)
Waived incentive fees		(56,255	)		(32,302	)

Net expenses	$	4,184,166		$	958,799

The composition of our operating expenses for the nine months ended September 30, 2019 and 2018 was as follows:

   For the Three Months Ended
September 30, 2018    For the Nine Months Ended
September 30, 2018
Professional fees and other expenses
   458,456    1,856,276
Interest and credit facility expenses
   494,991    927,005
Management fees
   281,892    560,765
Insurance Expenses
   $ 62,383    $ 185,116
Organizational Expense and Offering costs
   52,221    156,089
Administration and custodian fees
   39,546    155,504
Directors’ fees
   37,223    108,346
Incentive fees
   66,206    66,206
Transfer Agent Fee
   561    561
Expense Reimbursement from Adviser
   (462,465 )    (2,052,539 )
Waived Management Fee
   (39,913 )    (77,203 )
Waived Incentive Fee
   (32,302 )    (32,302 )




Total net expenses
   $ 958,799    $ 1,853,824


	For the Nine Months Ended			For the Nine Months Ended
	September 30,			September 30,
	2019			2018
Interest and borrowing expenses	$	5,844,084		$	927,005
Management fees		2,477,129			560,765
Professional fees		1,197,314			1,624,403
Income-based incentive fee		586,627			66,206
Collateral management fees		693,343			—
Administration and custodian fees		259,233			155,504
Insurance expenses		193,013			185,116
Directors’ fees		112,500			108,346
Transfer agent fees		19,203			561
Offering costs		—			156,089
Other expenses		318,440			231,873

Total expenses		11,700,886			4,015,868
Expense reimbursement from Adviser		(447,556	)		(2,052,539	)
Waived collateral management fees		(693,343	)		—
Waived management fees		(191,359	)		(77,203	)
Waived incentive fees		(132,327	)		(32,302	)

Net expenses	$	10,236,301		$	1,853,824

Interest and ~~debt financing~~borrowing expenses

Interest and ~~debt financing~~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~~HSBC Credit Facility ~~with HSBC.~~and the Barclays Credit Facility (each defined herein, and together, the “Credit Facilities”), and the Notes issued in the CLO transaction. The Fund first drew on the ~~Revolving~~HSBC Credit Facility on November 15, 2017. The Fund first drew on the Barclays Credit Facility on January 30, 2019. As of September 30, ~~2018,~~2019, there was anno outstanding balance ~~of $36,250,000~~ on the ~~Revolving~~HSBC Credit Facility. As of December 31, ~~2017,~~2018, the ~~Revolving~~HSBC Credit Facility had an outstanding balance of ~~$23,500,000.~~$88,200,000. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities, and terminated the Barclays Credit Facility. The outstanding amount on the Notes is $209,954,376 as of September 30, 2019. Interest and ~~debt financing~~borrowing expenses for the three months ended September 30, 2019 and 2018, were $2,424,364 and $494,991, respectively. Interest and borrowing expenses for the nine months ended September 30, 2019 and 2018, were ~~approximately $494,991~~$5,844,084 and $927,005, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was ~~4.09%~~4.64% and ~~3.94%~~4.09% for the period ending September 30, 2019 and September 30, 2018, respectively.

Management Fee

The management fee expenses for the three months ended September 30, 2019 and ~~December 31, 2017,~~2018 were $1,017,059 and $281,892 respectively. The increase in the management fee for the three months ended September 30, 2019 was a result of the increase in average gross assets during this period, which are the basis used to calculate management fees. The management fee expenses for the nine months ended September 30, 2019 and 2018 were $2,477,129 and $560,765 respectively. The increase in the management fee for the nine months ended September 30, 2019 was also a result of the increase in average gross assets during this period, which are the basis used to calculate management fees.

Net Realized Gain (Loss) on Investments

During the three months ended September 30, 2019, we had principal repayments of $11,984,003, which includes $1,995,849 of revolver and delayed draw term loan paydowns, and $5,323 in sales, resulting in $76,718 of net realized gain. During the nine months ended September 30, 2019, we had principal repayments of $24,086,016, which includes $6,444,889 of revolver and delayed draw term loan paydowns, and $7,636,064 in sales, resulting in $64,058 of net realized gain.

During the three months ended September 30, 2018, we had principal repayments of $907,626, which includes $563,856 of revolver ~~and delayed draw term loan~~ paydowns, and $0 in sales, resulting in $0 of net realized gain/loss.

During the nine months ended September 30, 2018, we had principal repayments of $1,847,318, which includes $1,290,748 of revolver ~~and delayed draw term loan~~ paydowns, and $3,933,486 in sales, resulting in $0 of net realized gain/loss.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three months ended September 30, 2019, we had $470,046 in net change in unrealized depreciation on $299,530,860 of investments in 80 portfolio companies.

During the three months ended September 30, 2018, we had $25,402 in net change in unrealized appreciation on $85,453,778 of investments in 27 portfolio companies.

During the nine months ended September 30, 2019, we had $422,333 in net change in unrealized depreciation on $299,530,860 of investments in 80 portfolio companies.

During the nine months ended September 30, 2018, we had $20,769 in net change in unrealized depreciation on $85,453,778 of investments in 27 portfolio companies.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three ~~and nine~~ months ended September 30, 2019 and 2018, the net increase in net assets resulting from operations was $1,281,543 and $650,958, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2019 and 2018, our per share net increase in net assets resulting from operations was $0.11 and $0.16, respectively.

For the nine months ended September 30, 2019 and 2018, the net increase in net assets resulting from operations was $4,034,094 and $1,316,997, respectively. Based on the weighted average shares of common stock outstanding for the ~~three and~~ nine months ended September 30, 2019 and 2018, our per share net increase in net assets resulting from operations was ~~$0.16~~$0.44 and $0.40, respectively.

Cash Flows

For the nine months ended September 30, 2019, cash increased by $35,567,850. During the same period, we used $155,399,192 in operating activities, primarily as a result of purchases of investments. During the nine months ended September 30, 2019, we generated $190,967,042 from financing activities, primarily from issuance of common stock, repurchase of common stock, distributions paid, financing costs paid and borrowings and repayments on the HSBC Credit Facility and Barclays Credit Facility and CLO Notes.

For the nine months ended September 30, 2018, cash decreased by $14,673,164. During the same period, we used $59,345,618 in operating activities, primarily as a result of purchases of investments. During the nine months ended September 30, 2018, we generated $44,672,454 from financing activities, primarily from issuance of common stock and borrowings and repayments on ~~our Revolving~~the HSBC Credit Facility.

Hedging

The Fund may enter into currency hedging contracts, interest rate hedging agreements such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective. For the nine months ended September 30, ~~2018,~~2019, the Fund did not enter into any hedging contracts.

Financial Condition, Liquidity and Capital Resources

At September 30, ~~2018,~~2019, and December 31, ~~2017,~~2018, we had ~~$2,466,694~~$38,078,058 and ~~$17,139,858~~$2,510,208 in cash and cash equivalents on hand, respectively. We expect to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements now existing or that we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.

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

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

Cash and cash equivalents as of the nine months ended September 30, ~~2018,~~2019, taken together with our uncalled Capital Commitments of ~~$203,126,360,~~$237,562,848 and $50,000,000 undrawn on our Credit Facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. ~~As of September 30, 2018, we had $2,466,694 in cash and cash equivalents.~~ During the nine months ended September 30, ~~2018,~~2019, we used ~~$59,345,618~~$155,399,192 for operating activities.

Equity Activity

We have the authority to issue 200,000,000 shares of common stock at a $0.01 per share par value.

We have entered into Subscription Agreements with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on anas-needed basis upon the issuance of a capital draw down notice. As of September 30, ~~2018,~~2019, we received capital commitments of ~~$253,296,218. As of~~$359,356,251. Inception to September 30, ~~2018,~~2019, we received capital contributions to the Fund of ~~$50,169,858~~$121,793,403. Proceeds from the issuance of shares in respect of draw down notices described below were used for investing activities and ~~$772,338~~for other general corporate purposes.

For the three months ended September 30, 2019, the Fund received no capital commitments, had $907,002 of dividend ~~reinvestments. As~~reinvestments, issued 91,341 shares to investors that opted into the Fund’s dividend reinvestment plan, $84,413 was withdrawn from the Fund as part of ~~December 31, 2017, we~~thequarter-end SBCAA share repurchase program, issued capital drawdown notices to its investors for an aggregate amount of $17,967,810 and issued 1,795,822 shares to investors in respect of such capital drawdowns. For the three months ended September 30, 2018, the Fund received capital ~~contributions totaling $24,189,367.~~commitments of $40,975,677, had $347,908 of dividend reinvestments, issued 34,652 shares to investors that opted into the Fund’s dividend reinvestment plan, $0 was withdrawn from the Fund as part of thequarter-end SBCAA share repurchase program (which commenced in November 2018) and issued capital drawdown notices to its investors for an aggregate amount of $15,912,791 and issued 1,577,979 shares to investors in respect of such capital drawdowns.

~~During~~

For the nine months ended September 30, 2019, the Fund received capital commitments of $51,852,141 (however, a capital commitment of $4,000,000, originally committed during the quarter ended March 31, 2019, was subsequently reduced by $1,000,000 before any capital was called), had $2,404,103 of dividend reinvestments, issued 241,635 shares to investors that opted into the Fund’s dividend reinvestment plan, $232,123 was withdrawn from the Fund as part of thequarter-end SBCAA share repurchase program, issued capital drawdown notices to its investors for an aggregate amount of $59,056,735 and issued 5,896,977 shares to investors in respect of such capital drawdowns. For the nine months ended September 30, 2018, the Fund received ~~additional~~ capital commitments ~~to the Fund~~ of ~~$131,960,240. In addition,~~$131,960,240 (however, two capital commitments of $95,000 and $150,000, originally committed during the year ended December 31, 2017, and quarter ended June 30, 2018, respectively, were subsequently cancelled before any capital was ~~called. Pursuant~~called), had $772,338 of dividend reinvestments, issued 77,042 shares to investors that opted into the ~~Subscription Agreements, we have delivered~~Fund’s dividend reinvestment plan, $0 was withdrawn from the Fund as part of thequarter-end SBCAA share repurchase program (which commenced in November 2018) and issued capital drawdown notices to ~~our~~its investors ~~relating to the issuance of 2,576,996 of our common shares~~ for an aggregate ~~offering~~amount of ~~$25,980,591. Proceeds from~~$25,980,591 and issued 2,576,996 shares to investors in respect of such capital drawdowns.

Distributions

Distributions to stockholders are recorded on the ~~issuance were used~~record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for ~~investing activities and for other general corporate purposes.~~distribution.

~~During~~The following table summarizes distributions declared during the nine months ended September 30, 2019:


Date Declared	Record Date		Payment Date		Amount Per Share		Total Distributions
March 27, 2019		March 27, 2019		April 25, 2019	$	0.15	$	1,057,242
June 28, 2019		June 28, 2019		July 19, 2019	$	0.16	$	1,690,999
September 25, 2019		September 26, 2019		October 30, 2019	$	0.13	$	1,674,929

Total distributions declared					$	0.44	$	4,423,170

The following table summarizes distributions declared during the nine months ended September 30, 2018:


Date Declared	Record Date		Payment Date		Amount Per Share		Total Distributions
June 28, 2018		June 28, 2018		June 29, 2018	$	0.25	$	759,327
September 27, 2018		September 27, 2018		September 28, 2018	$	0.12	$	625,565

Total distributions declared					$	0.37	$	1,384,892

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscalyear-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year. For the nine months ended September 30, 2019, the Fund estimates that the aggregate $4,423,170 distributed to stockholders was attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.

To the extent the Fund’s taxable earnings fall below the total amount of its distributions paid for that fiscal year, a portion of those distributions may be deemed a return of capital to the Fund’s stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to stockholders may be the original capital invested by the stockholder rather than the Fund’s income or gains.

Share Repurchase Plan

On March 23, 2018, ~~we issued 77,042 shares~~the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of ~~our common stock~~the 1940 Act to ~~investors~~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 ~~opted into our dividend reinvestment plan.~~no financial interest in the proposal). On September 26, 2018, the Fund’s stockholders approved the reduction of the asset coverage ratio applicable to the Fund from 200% to 150%. Pursuant to the SBCAA, on November 27, 2018, the Fund extended to its stockholders as of such date the opportunity to sell the shares held by that stockholder as of such date, with 25% of those shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was

obtained. The first tender offer period began on November 27, 2018 and expired on December 27, 2018. The second tender offer period began on February 22, 2019 and expired on March 26, 2019. The third tender offer period began on May 17, 2019 and expired on June 25, 2019. The fourth tender offer period began on August 16, 2019 and expired on September 25, 2019.

The following table summarizes shares repurchased during the nine months ended September 30, 2019:


Payment Date	Shares	Dollar Amount
3/28/2019	7,331	$72,668
6/28/2019	7,529	$75,042
9/25/2019	8,478	$84,413
Total shares repurchased	23,338	$232,123

There were no shares repurchased during the nine months ended September 30, 2018.

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Payments under the Advisory Agreement with the Adviser consist of (i) a base management fee equal to a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter and (ii) an incentive fee based on our performance. The cost of both the base management fee and the incentive fee will ultimately be borne by our stockholders. Under the Administration Agreement, we will reimburse the Adviser an amount equal to our allocable portion (subject to the review of our Board) of its overhead resulting from its obligations under the Expense Reimbursement ~~Agreement, including the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.~~Agreement. Stockholder approval is not required to amend the Administration Agreement or Expense Reimbursement Agreement. Any new investment advisory agreement would be subject to approval by our stockholders.

The following table shows our contractual obligations as of September 30, ~~2018:~~2019:

   Payments Due by Period (Millions)
   Total    Less Than
1 Year    1 – 3 Years    3 – 5 Years    More Than
5 Years
Credit Agreement
   $ 36.3    $ 36.3    $ —      $ —      $ —


	Payments Due by Period (Millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
HSBC Credit Facility	$	—	$	—	$	—	$	—	$	—
Class A-1 Senior Secured Floating Rate Note	$	—	$	—	$	—	$	—	$	178.2
Class A-2A Senior Secured Floating Rate Note	$	—	$	—	$	—	$	—	$	25.0
Class A-2B Senior Secured Floating Rate Note	$	—	$	—	$	—	$	—	$	9.95

See“Notes to Unaudited Consolidated Financial Statements – Note 4. ~~Credit Facility,~~Borrowings” for a discussion of the terms of the Credit ~~Agreement.~~

~~Distribution Policy~~

To the extent that we have funds available, we intend to make quarterly distributions of current income to our stockholders. Our stockholder distributions, if any, will be determined by our Board. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interestFacilities and dividend income earned on investments we make subsequent to the Initial Closing. We will not be able to determine whether any specific distribution will be treated as made out of our taxable earnings or as a return of capital until after the end of our taxable year. The amount treated as a~~tax-free~~ return of capital will reduce a stockholder’s adjusted basis in his or her common stock, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her common stock. At no time will such quarterly distributions of current income be added to a stockholder’s outstanding but undrawn capital commitments.CLO Notes.

From time to time our Board, in its sole discretion, also may determine to issue special distributions returning all or a portion of stockholders’ previous capital contributions (each, a “Return of Capital”). The amount of any Return of Capital received by a stockholder will be added to such stockholder’s outstanding but undrawn capital commitments. Accordingly, we may deliver a capital call notice which includes the amount of a stockholder’s Return of Capital. If we receive exemptive relief allowing us to create a Liquidating Share Class (as such term is defined in our Annual Report on Form~~10-K~~ for the year ended December 31, 2017), eligible stockholders may have the right as part of the process for electing (or declining) to exchange Shares for Liquidation Shares, to cancel, in whole or in part, any outstanding but undrawn capital commitments, including any undrawn amounts resulting from the receipt of a Return of Capital.

We have elected to be treated as a RIC under Subchapter M of the Code. To maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a~~one-year~~ ~~period ending on October 31 of the calendar year; and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax.~~

We currently intend to distribute net long-term capital gains if any, at least annually out of the assets legally available for such distributions. However, we may in the future decide to retain some or all of our long-term capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal to their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added to such stockholder’s tax basis in such stockholder’s common stock. Since we expect to pay tax on any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against such individual stockholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds such individual stockholder’s liability for U.S. federal income tax. We cannot assure any stockholder that we will achieve results that will permit us to pay any cash distributions, and if we issue senior securities, we may be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

Unless a stockholder elects to reinvest distributions in shares of our common stock under our dividend reinvestment plan, we intend to make such distributions in cash. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes. If a stockholder holds shares of our common stock in the name of a broker or financial intermediary, such stockholder should contact such broker or financial intermediary regarding the election to receive distributions in shares of our common stock in lieu of cash. Any distributions reinvested through the issuance of shares through our dividend reinvestment plan will increase our assets on which the base management fee and incentive fee is determined and paid to the Adviser.

Off-Balance Sheet Arrangements

As of September 30, ~~2018,~~2019 and December 31, ~~2017,~~2018, the Fund had unfunded Capital Commitments related to Subscription Agreements of ~~$203,126,360~~$237,562,848 and ~~$97,241,711,~~$245,767,442, respectively.

We may become a party to financial instruments withoff-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the statements of assets and liabilities. As of September 30, 2019 ouroff-balance sheet arrangements consisted of the following:


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		9/27/2024	$	3,448,816	$	(51,733	)
5 Bars, LLC	Revolver		9/27/2024	$	646,653	$	(9,700	)
AEG Holding Company, Inc.	Revolver		11/20/2023	$	502,589	$	(10,052	)
American Physician Partners, LLC	Delayed Draw Term Loan		1/29/2020	$	62,160	$	(932	)
American Physician Partners, LLC	Revolver		12/21/2021	$	266,402	$	(3,996	)
AMI US Holdings Inc.	Revolver		4/1/2024	$	481,626	$	(9,633	)
Analogic Corporation	Revolver		6/22/2023	$	258,261	$	(5,165	)
Avetta, LLC	Delayed Draw Term Loan		4/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		4/10/2024	$	494,396	$	(9,888	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan A		6/12/2021	$	1,288,304	$	(12,883	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan B		6/30/2020	$	2,576,608	$	(25,766	)
BEP Borrower Holdco, LLC	Revolver		6/12/2024	$	429,435	$	(6,442	)
Blink Holdings, Inc.	Delayed Draw Term Loan		11/8/2020	$	548,269	$	(5,483	)
Broadway Technology, LLC	Revolver		4/1/2024	$	383,845	$	(7,677	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		5/15/2020	$	110,000	$	—
Businesssolver.com, Inc.	Revolver		5/15/2023	$	252,353	$	—
Captain D’s, Inc.	Revolver		12/15/2023	$	86,474	$	(865	)
CutisPharma Inc.	Delayed Draw Term Loan		5/17/2021	$	1,931,727	$	(33,806	)
CutisPharma Inc.	Revolver		3/21/2023	$	482,932	$	(8,452	)
Degreed, Inc.	Delayed Draw Term Loan		5/31/2021	$	2,924,689	$	(14,623	)
Degreed, Inc.	Revolver		5/31/2024	$	417,813	$	(4,178	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		3/21/2021	$	5,268,797	$	(105,376	)
Delaware Valley Management Holdings, Inc.	Revolver		3/21/2024	$	526,880	$	(10,538	)
Dillon Logistics, Inc.	Revolver		12/11/2023	$	26,552	$	(1,593	)
E2open LLC	Revolver		11/26/2024	$	311,365	$	(3,114	)
Edgewood Partners Holdings LLC	Delayed Draw Term Loan		12/31/2019	$	1,458,540	$	(14,585	)
Engage2Excel, Inc	Delayed Draw Term Loan		10/25/2020	$	664,490	$	(6,645	)
Engage2Excel, Inc	Revolver		3/7/2023	$	188,453	$	(3,769	)
EnterpriseDB Corporation	Revolver		6/21/2024	$	696,355	$	(13,928	)
Ethos Veterinary Health LLC	Term Loan		5/17/2021	$	839,091	$	(8,391	)
Exterro, Inc.	Revolver		5/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.	Revolver		9/25/2024	$	253,142	$	(3,797	)
Fuze, Inc.	Delayed Draw Term Loan		9/20/2021	$	2,591,772	$	(12,959	)
Fuze, Inc.	Revolver		9/20/2024	$	1,295,886	$	(6,480	)
Genesis Acquisition Co.	Delayed Draw Term Loan		7/31/2020	$	364,466	$	(3,644	)
Genesis Acquisition Co.	Revolver		7/31/2024	$	131,560	$	(2,631	)
GHA Buyer, Inc.	Delayed Draw Term Loan		6/20/2020	$	675,044	$	(13,500	)
GHA Buyer, Inc.	Revolver		10/22/2023	$	202,513	$	(4,050	)
GS AcquisitionCo, Inc.	Revolver		5/24/2024	$	241,806	$	(3,023	)
GS AcquisitionCo, Inc.	Second Supplemental Delayed Draw Term Loan		8/2/2021	$	1,934,450	$	(13,251	)
IFS Acquisition, LLC	Revolver		11/21/2023	$	489,374	$	—
INH Buyer, Inc.	Revolver		1/31/2024	$	205,858	$	(3,088	)
InSite Wireless Group, LLC	Revolver		3/15/2023	$	118,339	$	(1,479	)

InSite Wireless Group, LLC
   Term Loan    8/1/2022    $ 6,990,675    $ (87,383 )
Lucky Bucks, LLC
   Delayed Draw Term Loan    4/9/2020    $ 94,699    $ (1,657 )
Metametrics, Inc.
   Revolver    9/10/2025    $ 651,183    $ (13,024 )
Ministry Brands, LLC
   Delayed Draw Term Loan    12/2/2022    $ 732,132    $ (3,661 )
Nine Point Energy, LLC
   Delayed Draw Term Loan    6/7/2021    $ 1,312,500    $ (26,250 )
Nine Point Energy, LLC
   Revolver    6/7/2024    $ 175,000    $ (3,500 )
Pace Health Companies, LLC
   Revolver    8/2/2024    $ 616,682    $ (6,167 )
PF Growth Partners, LLC
   Delayed Draw Term Loan    7/11/2021    $ 336,399    $ (3,364 )
Pinnacle Dermatology Management, LLC
   Delayed Draw Term Loan    5/18/2020    $ 210,791    $ (4,216 )
Pinnacle Dermatology Management, LLC
   Revolver    5/18/2023    $ 468,424    $ (9,369 )
Rhode Holdings Inc.
   Delayed Draw Term Loan    5/3/2021    $ 467,302    $ (5,281 )
Rhode Holdings Inc.
   Revolver    5/2/2025    $ 268,565    $ (5,371 )
RxBenefits, Inc.
   Revolver    3/29/2024    $ 575,767    $ (5,757 )
Selligent, Inc.
   Revolver    11/3/2023    $ 200,660    $ (3,010 )
Single Digits, Inc
   Delayed Draw Term Loan    12/21/2020    $ 1,040,369    $ (10,404 )
Single Digits, Inc
   Revolver    12/21/2023    $ 416,148    $ (4,162 )
Sirsi Corporation
   Revolver    3/15/2024    $ 332,245    $ (4,984 )
Smile Brands, Inc.
   Delayed Draw Term Loan    10/12/2020    $ 333,798    $ (3,338 )
Smile Brands, Inc.
   Revolver    10/12/2023    $ 216,587    $ (2,166 )
Sugarcrm Inc.
   Revolver    7/31/2024    $ 124,098    $ (1,241 )
Summit Infrastructure Group, Inc.
   Delayed Draw Term Loan    3/15/2021    $ 1,125,756    $ (22,515 )
Summit Infrastructure Group, Inc.
   Revolver    3/15/2024    $ 562,878    $ (11,257 )
Swiftpage, Inc.
   Revolver    6/13/2023    $ 225,317    $ (4,507 )
Symplr Software, Inc.
   Revolver    11/30/2023    $ 55,481    $ (832 )
The Center for Orthopedic and Research Excellence, Inc.
   Delayed Draw Term Loan    8/15/2021    $ 1,726,330    $ (15,105 )
The Center for Orthopedic and Research Excellence, Inc.
   Revolver    8/15/2025    $ 586,952    $ (10,272 )
Theranest, LLC
   Delayed Draw Term Loan    7/23/2020    $ 1,937,786    $ (29,067 )
Theranest, LLC
   Revolver    7/24/2023    $ 428,571    $ (8,571 )
TRGRP, Inc.
   Revolver    11/1/2023    $ 333,333    $ (6,666 )
Tropical Smoothie Cafe, LLC
   Revolver    9/24/2023    $ 96,435    $ —
Velocity Purchaser Corporation
   Revolver    12/1/2022    $ 193,237    $ —




Total 1st Lien/Senior Secured Debt
         $ 60,480,176    $ (789,172 )




Total
         $ 60,480,176    $ (789,172 )

As of December 31, 2018, ouroff-balance sheet arrangements consisted of the following:

Investment
Type

Facility
Type
   Commitment
Expiration Date ⁽¹⁾    Unfunded
Commitment ⁽²⁾    Fair
Value⁽³⁾
1st Lien/Senior Secured Debt

AEG Holding Company, Inc.
   Delayed Draw Term Loan    11/20/2019    $ 1,083,629    $ (21,673 )
AEG Holding Company, Inc.
   Revolver    11/20/2023    $ 270,907    $ (5,418 )
Analogic Corporation
   Revolver    06/22/2023    $ 286,957    $ (5,739 )
Avetta, LLC
   Delayed Draw Term Loan    04/11/2020    $ 1,235,991    $ (15,450 )
Avetta, LLC
   Revolver    04/10/2024    $ 494,396    $ (9,888 )
Businesssolver.com, Inc.
   Revolver    05/15/2020    $ 323,529    $ (6,471 )
Businesssolver.com, Inc.
   Delayed Draw Term Loan    05/15/2023    $ 323,529    $ (6,471 )
Captain D’s, Inc.
   Revolver    12/15/2023    $ 116,382    $ (1,164 )
Drilling Info Holdings, Inc.
   Delayed Draw Term Loan    07/30/2020    $ 427,533    $ (2,138 )
Engage2Excel, Inc
   Revolver    03/07/2023    $ 364,342    $ (7,287 )
Exterro, Inc.
   Revolver    05/31/2024    $ 330,000    $ (6,600 )
Finalsite Holdings, Inc.
   Revolver    09/25/2024    $ 506,283    $ (8,860 )
Genesis Acquisition Co.
   Delayed Draw Term Loan    07/31/2024    $ 364,466    $ (3,645 )
Genesis Acquisition Co.
   Revolver    07/31/2020    $ 202,400    $ (4,048 )
InSite Wireless Group, LLC
   Revolver    07/10/2020    $ 98,615    $ (1,479 )
InSite Wireless Group, LLC
   Term Loan    07/10/2020    $ 433,908    $ (6,509 )
Maintech, Incorporated
   Revolver    12/28/2022    $ 82,500    $ (1,238 )
Ministry Brands, LLC
   Delayed Draw Term Loan    12/02/2022    $ 1,170,618    $ (5,853 )
Perforce Intermediate Holdings, LLC
   Revolver    12/28/2022    $ 11,657    $ (321 )
Pinnacle Dermatology Management, LLC
   Delayed Draw Term Loan    05/18/2020    $ 4,684,236    $ (93,685 )
Pinnacle Dermatology Management, LLC
   Revolver    05/18/2023    $ 468,424    $ (9,368 )
Pivotal Payments Direct Corp.
   Delayed Draw Term Loan    03/28/2020    $ 485,735    $ (4,857 )
Platinum Dermatology Partners, LLC
   General Delayed Draw Term Loan Commitment    07/03/2019    $ 568,394    $ (11,368 )
Platinum Dermatology Partners, LLC
   Revolver    01/03/2023    $ 498,592    $ (9,972 )
Qualifacts Corporation
   Revolver    12/12/2022    $ 300,000    $ (6,000 )
Sugarcrm, Inc.
   Revolver    07/31/2024    $ 310,244    $ (5,429 )
Swiftpage, Inc.
   Revolver    06/13/2023    $ 225,317    $ (4,506 )
Theranest, LLC
   Delayed Draw Term Loan    07/23/2023    $ 3,000,000    $ (45,000 )
Theranest, LLC
   Revolver    07/23/2023    $ 428,571    $ (8,571 )
Tropical Smoothie Café, LLC
   Revolver    09/24/2023    $ 96,435    $ (964 )
Velocity Purchaser Corporation
   Revolver    12/01/2022    $ 193,237    $ (3,865 )
Veriforce Holdings, LLC
   Revolver    07/13/2023    $ 56,329    $ (986 )
Watermark Insights, LLC
   Revolver    06/07/2024    $ 205,882    $ (2,059 )




Total 1st Lien/Senior Secured Debt
         $ 19,649,038    $ (326,882 )




Total
         $ 19,649,038    $ (326,882 )

~~As of December 31, 2017, ouroff-balance~~ ~~sheet arrangements consisted of the following:~~


Investment Type	Commitment Expiration Date ⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value ⁽³⁾			Facility Type	Commitment Expiration Date⁽¹⁾		Unfunded Commitment⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.		11/20/2019	$	1,083,629	$	(21,672	)	Delayed Draw Term Loan		11/20/2019	$	1,083,629	$	(21,673	)
AEG Holding Company, Inc.		11/20/2023	$	433,452	$	(8,669	)	Revolver		11/20/2023	$	216,726	$	(4,335	)
American Physician Partners LLC								Delayed Draw Term Loan		01/29/2020	$	3,212,948	$	(48,194	)
American Physician Partners LLC								Revolver		12/21/2021	$	347,466	$	(5,212	)
Analogic Corporation								Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC								Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC								Revolver		04/10/2024	$	494,396	$	(4,944	)
Businesssolver.com, Inc.								Delayed Draw Term Loan		05/15/2020	$	291,176	$	(5,824	)
Businesssolver.com, Inc.								Revolver		05/15/2023	$	194,118	$	(3,882	)
Caliper Software, Inc.								Revolver		11/30/2023	$	281,636	$	(4,225	)
Captain D’s, Inc.		12/15/2023	$	88,326	$	(883	)	Revolver		12/15/2023	$	112,481	$	(1,125	)
D1MT Holdings LLC		12/28/2022	$	220,000	$	(3,300	)
Dillon Logistics, Inc.								Revolver		12/11/2023	$	225,550	$	(3,404	)
Drilling Info Holdings, Inc.								Delayed Draw Term Loan		07/30/2020	$	233,718	$	(1,461	)
E2open LLC								Delayed Draw Term Loan		05/26/2020	$	736,677	$	(11,050	)
E2open LLC								Revolver		11/26/2024	$	311,365	$	(4,670	)
Engage2Excel, Inc.								Revolver		03/07/2023	$	270,115	$	(5,402	)
Exterro, Inc.								Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.								Revolver		09/25/2024	$	253,142	$	(4,430	)
Genesis Acquisition Co.								Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.								Revolver		07/31/2024	$	202,400	$	(4,048	)
GHA Buyer, Inc.								Delayed Draw Term Loan		06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.								Revolver		10/22/2023	$	202,513	$	(4,050	)
InSite Wireless Group, LLC								Revolver		03/15/2023	$	197,231	$	(2,958	)
InSite Wireless Group, LLC								Term Loan		03/15/2021	$	1,311,586	$	(19,674	)
Lucky Bucks, LLC								Delayed Draw Term Loan		04/09/2020	$	556,562	$	(9,740	)
Maintech, Incorporated								Revolver		12/28/2022	$	60,500	$	(908	)
Ministry Brands, LLC								Delayed Draw Term Loan		12/02/2022	$	947,111	$	(4,736	)
Perforce Intermediate Holdings, LLC		12/28/2022	$	485,714	$	(13,357	)	Revolver		12/28/2022	$	591,549	$	(5,915	)
Pinnacle Dermatology Management, LLC								Delayed Draw Term Loan		05/18/2020	$	1,920,536	$	(38,411	)
Pinnacle Dermatology Management, LLC								Revolver		05/18/2023	$	468,424	$	(9,368	)
Pivotal Payments, Inc.								Delayed Draw Term Loan		03/28/2020	$	183,152	$	(1,832	)
Platinum Dermatology Partners, LLC								General Delayed Draw Term Loan Commitment		07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC								Revolver		01/03/2023	$	498,592	$	(9,972	)
Qualifacts Corporation		12/12/2022	$	300,000	$	(6,000	)	Revolver		12/12/2022	$	300,000	$	(1,500	)
Selligent, Inc.								Revolver		11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.								Delayed Draw Term Loan		12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.								Revolver		12/21/2023	$	416,148	$	(4,161	)
Smile Brands, Inc.								Delayed Draw Term Loan		10/12/2020	$	477,340	$	(4,773	)
Smile Brands, Inc.								Revolver		10/12/2023	$	212,340	$	(2,123	)
Sugarcrm, Inc.								Revolver		07/31/2024	$	232,683	$	(4,072	)
Swiftpage, Inc.								Revolver		06/13/2023	$	225,317	$	(4,506	)
Theranest, LLC								Delayed Draw Term Loan		07/23/2020	$	2,785,713	$	(41,786	)
Theranest, LLC								Revolver		07/24/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC								Revolver		11/21/2023	$	469,177	$	(7,038	)
TRGRP Acquisition Corp.								Revolver		11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Café, LLC								Revolver		09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation		12/01/2022	$	173,913	$	(3,478	)	Revolver		12/01/2022	$	193,237	$	(3,865	)
Veriforce Holdings, LLC								Revolver		07/13/2023	$	281,646	$	(4,929	)

Total 1st Lien/Senior Secured Debt			$	2,785,034	$	(57,359	)				$	26,559,120	$	(403,025	)

Total			$	2,785,034	$	(57,359	)				$	26,559,120	$	(403,025	)

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

Co-investment Exemptive Order

On August 6, 2018, the SEC granted us relief sought in a new exemptive application that expands theco-investment exemptive relief previously granted to us in October 2016 to allow us toco-invest in portfolio companies with Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted 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 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 us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. We intend toco-invest with Affiliated Funds, subject to the conditions included in the Order.

Credit Facilities

HSBC Credit Facility Agreement

On November 15, 2017, the Fund entered into a credit agreement (the ~~“Credit~~“HSBC Credit Agreement”) to establish a revolving credit facility (the ~~“Revolving~~“HSBC Credit Facility”) with HSBC Bank USA, National Association (“HSBC”) as administrative agent (the “Administrative Agent”) and any other lender that becomes a party to the HSBC Credit Facility in accordance with the terms of the HSBC Credit Facility, as lenders.

The initial ~~Maximum Commitment~~maximum principal amount (the “Maximum Commitment”) of the HSBC Credit Facility was $30 million. The Maximum Commitment amount may be increased upon request of the Fund to an amount agreed upon by the Fund and the Administrative Agent. ~~As of September 30, 2018, the Fund has increased the Maximum Commitment to $75 million. Effective as of November 13, 2018, the Fund has further increased the Maximum Commitment to $100 million.~~ Such increase may be done in one or more requested increases, each in a minimum amount of $10 million and in $5 million increments thereof, or such lesser amount to be determined by the Administrative Agent, subject to certain terms and conditions. As of January 31, 2019, the Fund set the Maximum Commitment as $50 million. So long as no request for borrowing is outstanding, the Fund may terminate the Lenders’ commitments (the “Commitments”) or reduce the Maximum Commitments by giving prior irrevocable written notice to the Administrative Agent. Any reduction of the Maximum Commitments shall be in an amount equal to $10 million or multiples thereof; and in no event shall a reduction by the Fund reduce the Commitments to $35 million or less (in each case, except for a termination of all the Commitments). Proceeds under the HSBC Credit Facility may be used for any purpose permitted under our organizational documents, including general corporate purposes such as the making of investments.

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

The HSBC Credit Facility ~~will~~was scheduled to mature on November ~~14, 2018,~~13, 2019, subject to the Fund’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the Administrative Agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November ~~14, 2018;~~13, 2019; and (iv) the Fund has delivered an extension request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November ~~14, 2018. The Fund has exercised its option to extend the maturity date to November~~ 13, 2019.

Subject to certain terms and conditions, the HSBC Credit Facility is secured by a first priority, exclusive, perfected security interest and lien in and on all of the Fund’s right, title and interest, in, to and under, whether now existing or hereafter acquired or arising and wherever located (a) all of the Fund’s rights, titles, interests and privileges in and to the Capital Commitments, and the Capital Contributions made by its Investors, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of the Capital Commitments; (b) all of the Fund’s rights, titles, interests, remedies, and privileges under the Constituent Documents (i) to issue and enforce Capital Calls and Pending Capital Calls, (ii) to receive and enforce Capital Contributions and (iii) relating to Capital Calls, Pending Capital Calls, Capital Commitments or Capital Contributions; (c) all proceeds of any and all of the foregoing.

The HSBC Credit Facility contains customary covenants and events of default (with customary cure and notice provisions).

As of September 30, 2019, there was no outstanding balance on the HSBC Credit Facility and we were in compliance with the terms of the HSBC Credit Facility. As of December 31, 2018, we had $88,200,000 outstanding on the HSBC Credit Facility and we were in compliance with the terms of the HSBC Credit Facility. We intend to continue to utilize the HSBC Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

For the three months ended September 30, 2019 and 2018, the components of interest expense related to the HSBC Credit Facility were as follows:


	For the Three Months Ended September 30,
	2019		2018
Borrowing interest expense	$	44,955	$	340,405
Commitment fees		40,945		18,217
Amortization of deferred financing costs		43,878		136,369

Total interest and borrowing expenses	$	129,778	$	494,991

For the nine months ended September 30, 2019 and 2018, the components of interest expense related to the HSBC Credit Facility were as follows:


	For the Nine Months Ended September 30,
	2019		2018
Borrowing interest expense	$	410,787	$	585,832
Commitment fees		122,574		52,208
Amortization of deferred financing costs		147,432		288,965

Total interest and borrowing expenses	$	680,793	$	927,005

Barclays Credit Facility Agreement

On December 19, 2018, the Fund formed AB PCIC Funding I LLC, an indirectly wholly-owned Delaware limited liability company (“ABPCIC Funding”), the primary purpose of which is to function as the Fund’s special purpose, bankruptcy remote, financing subsidiary in connection with a credit agreement (the “Barclays Credit Agreement,” together with all ancillary documents thereto, the “Barclays Credit Facility”) with Barclays Bank PLC, New York Branch (“Barclays”) as facility agent (in such capacity, the “Facility Agent”) and U.S. Bank National Association (“U.S. Bank”) as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and custodian (in such capacity, the “Custodian”) providing for borrowings in an aggregate amount up to $150,000,000 collateralized with certain assets sold to ABPCIC Funding by the Fund

(the “Collateral”). The Fund has been appointed as the Designated Manager of ABPCIC Funding and as such has full and exclusive control of ABPCIC Funding’s business and makes all decisions affecting its affairs (except with respect to certain material actions). On January 30, 2019, ABPCIC Funding entered into the Barclays Credit Agreement. Concurrently with the closing of the Barclays Credit Agreement, the Fund contributed and/or sold certain assets to ABPCIC Funding pursuant to a transfer agreement (the “Transfer Agreement”), by and between the Fund as seller and ABPCIC Funding as buyer. The Fund expects to continue to contribute and/or sell assets to ABPCIC Funding pursuant to the Transfer Agreement in the future.

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility was held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator maintained and performed certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility were secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser performed certain duties with respect to the purchase and management of the assets securing the Barclays Credit Facility. The Adviser elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding was responsible for reimbursing the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which were not required to be reimbursed. For the three and nine months ended September 30, 2019, the Fund incurred a collateral management fee of $100,949 and $426,758, respectively, which was voluntarily waived by the Adviser.

The Barclays Credit Facility provided for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility bore interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding would also pay an unused commitment fee of .50% and the commitment would have expired on July 30, 2020. Interest and fees were paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility would have matured, and all accrued and unpaid interest thereunder would have been due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility was subject to certain restrictions contained in the 1940 Act. On August 9, 2019, ABPCIC Funding issued collateralized loan obligation securities, and terminated the Barclays Credit Facility. For a discussion of the CLO Transaction see“Notes to Unaudited Consolidated Financial Statements – Note 4. Collateralized Loan Obligations.”

For the three months ended September 30, 2019 and 2018, the components of interest expense related to the Barclays Credit Facility were as follows:


	For the Three Months Ended September 30,
	2019		2018
Borrowing interest expense	$	751,048	$	—
Commitment fees		5,041		—
Amortization of deferred financing costs		123,547		—

Total interest and borrowing expenses	$	879,636	$	—

For the nine months ended September 30, 2019 and 2018, the components of interest expense related to the Barclays Credit Facility were as follows:


	For the Nine Months Ended September 30,
	2019		2018
Borrowing interest expense	$	3,336,538	$	—
Commitment fees		56,338		—
Amortization of deferred financing costs		355,465		—

Total interest and borrowing expenses	$	3,748,341	$	—

Borrowings of ABPCIC Funding are considered borrowings by the Fund for purposes of complying with the asset coverage requirements under the 1940 Act applicable to business development companies. The obligations of ABPCIC Funding under the Barclays Credit Facility werenon-recourse to the Fund.

Debt Securitization

On August 9, 2019, ABPCI Direct Lending Fund CLO VI Ltd (the “Issuer”) and ABPCI Direct Lending Fund CLO VI LLC (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 notes offered by theCo-Issuers in the CLO Transaction (the “Notes”) are secured by a diversified portfolio of theCo-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 ofClass A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73%per annum; (ii) $25,000,000 ofClass A-2A Senior Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45%per annum; (iii) $9,950,000 ofClass A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.23%per annum;

(iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40%per annum; and (v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40%per annum. The Notes are scheduled to mature on August 9, 2030.

In a series of contemporaneous transactions on the closing date of the CLO Transaction, (i) the Issuer, together with the issuance of certain of the Notes (including $16,400,000 of Class B Notes, $17,350,000 of Class C Notes and $53,600,000 of subordinated notes (the “Subordinated Notes”) to ABPCI Direct Lending Fund CLO VI Depositor LLC (the “Depositor”), a newly-formed wholly-owned subsidiary of the Fund, purchased the initial collateral obligations (which will settle pursuant to the Closing Merger, as such term is defined below) pursuant to a loan sale and contribution agreement dated as of August 9, 2019 (the “Loan Sale Agreement”), among the Fund, as seller, the Depositor, as intermediate seller, and the Issuer, as buyer, as amended or otherwise modified from time to time, (ii) the Issuer repaid all of the outstanding obligations owed to the lenders and agents of the Barclays Credit Facility, (iii) the Issuer made a cash distribution of approximately $8,400,000 to the Fund (in its capacity as sole member of ABPCIC Funding), (iv) the Fund caused ABPCIC Funding to merge into the Issuer with the Issuer being the entity surviving such merger (such merger transaction, the “Closing Merger”) and (v) the Issuer made any other payments due in connection with the repayment of the Barclays Credit Facility and the Closing Merger and paid any other fees and expenses expected to be paid as of such date. Any realized and unrealized gains and losses of ABPCIC Funding during the term of the Barclays Credit Facility are for the Issuer’s account (except to the extent previously distributed to the Fund). Under the terms of the Closing Merger, the rights and property of ABPCIC Funding (including the collateral obligations and eligible investments (if any) acquired by ABPCIC Funding and not distributed or sold as described above) immediately vested in the Issuer. In addition, the Issuer became liable for and subject, in the same manner as ABPCIC Funding, to all funding obligations on any revolving collateral obligations and delayed drawdown collateral obligations and all other liabilities and obligations related to the collateral obligations previously owned by ABPCIC Funding. Following the closing of the CLO Transaction, the Depositor is the 100% owner of the Subordinated Notes.

The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and the Issuer (the “Collateral Management Agreement”). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the Collateral Management Agreement. For the three and nine months ended September 30, 2019, the Fund incurred a collateral management fee of $266,585 and $266,585, respectively, which was voluntarily waived by the Adviser.

The interest rate and outstanding borrowings under the Notes as of September 30, 2019 were as follows:


Notes	Principal Amount		Interest rate at September 30, 2019		Outstanding Borrowings		Fair Value
Class A-1	$	178,200,000		L+1.73%	$	178,200,000	$178,200,000
Class A-2A		25,000,000		L+2.45%		25,000,000	25,000,000
Class A-2B		9,950,000		4.23%		9,950,000	9,950,000
Class B		16,400,000		L+3.40%		0	0
Class C		17,350,000		L+4.40%		0	0
Subordinated Notes		53,600,000		N/A		0	0

Total	$	300,500,000			$	213,150,000	$213,150,000

For the three and nine months ended September 30, 2019, the components of interest expense related to the Notes were as follows:


	For the Three and Nine Months Ended September 30, 2019
Borrowing interest expense	$	1,276,850
Commitment fees		—
Amortization of debt issuance costs		138,100

Total interest expenses	$	1,414,950

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, ~~2018,~~2019, and December 31, ~~2017,~~2018, the Fund had total senior securities of ~~$36,250,000~~$209,954,376 and ~~$23,500,000,~~$88,200,000, respectively, consisting of borrowings under the Revolving Credit Facility and Notes, and had asset coverage ratios of ~~240%~~159% and ~~203.1%~~172%, respectively. ~~For a discussion of certain risks associated with the reduction of the required minimum asset coverage ratio applicable to the Fund, see Part II, Item 1A of this Form10-Q.~~

Critical Accounting Policies

Valuation of Investments

We measure the value of our 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, or “FASB.” Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The audit committee of our Board (the “Audit Committee”) is also responsible for assisting our Board in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are

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

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

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

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

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

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.

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

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

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

Investment Transactions, Realized/Unrealized Gains or Losses, and Income Recognition

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

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Management and Incentive Fees

We will accrue for the base management fee and incentive fee. The accrual for incentive fee includes the recognition of 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 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.

~~Fund Expenses~~

For the nine months ended September 30, 2018, the Fund incurred $4,015,868 of expenses in relation to professional fees, directors’ fees, management fees, incentive fees, insurance expenses, interest and credit facility expenses, offering costs and administration and custodian fees, of which $2,052,539 was reimbursed by the Adviser and its affiliates on behalf of the Fund, and $77,203 of management fees and $32,302 of incentive fees were waived by the Adviser.

Federal Income Taxes

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

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

We are subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. Because we expect that most of our investments will bear interest at floating rates, we anticipate that an increase in interest rates would have a corresponding increase in our interest income that would likely offset any increase in our cost of funds and, thus, net investment income would not be reduced. However, there can be no assurance that a significant change in market interest rates will not have an adverse effect on our net investment income.

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

Assuming that the consolidated statement of assets and liabilities as of September 30, ~~2018,~~2019, were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

Change in Interest Rates
   Increase (Decrease) in
Interest Income    Increase (Decrease) in
Interest Expense    Net Increase (Decrease) in
Net Investment Income
Down 25 basis points
   $ (217,169 )    $ (90,625 )    $ (126,544 )
Up 100 basis points
   868,676    362,500    501,176
Up 200 basis points
   1,737,353    725,000    1,012,353
Up 300 basis points
   2,606,029    1,087,500    1,518,529
38
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
   $ (746,009 )    $ (508,000 )    $ (238,009 )
Up 100 basis points
   2,984,038    2,032,000    952,038
Up 200 basis points
   5,868,076    4,064,000    1,804,076
Up 300 basis points
   8,952,113    6,096,000    2,856,113
In addition, although we do not currently intend to make investments that are denominated in a foreign currency, to the extent we do, we will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
~~Item 4. Controls and Procedures~~
Item 4.
Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule13a-15 under the Exchange Act). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
~~Item 1. Legal Proceedings~~
Item 1.
Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
~~Item 1A. Risk Factors~~
Item 1A.
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the ~~risk factor~~factors discussed ~~below and the risk factors described~~ in Part I, “Item 1A. Risk Factors” in our Annual Report onForm10-K for the fiscal year ended December 31, ~~2017,~~2018, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report onForm 10-K are not the only risks we face. Additional risks and ~~in Part II, “Item 1A. Risk Factors” of our Quarterly Report on Form10-Q~~ ~~for the quarter ended June 30, 2018, each of which could~~uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition ~~and results~~and/or operating results. As of ~~operations. The risks described~~September 30, 2019, there have been no material changes from the risk factors set forth in our Annual Report onForm10-K ~~and discussed below are not~~for the only risks we face. We may face other risks that we have not yet identified, which we do not currently deem material or which are not yet predictable, which could materially adversely affect our business, financial condition and results of operations. In such case, our net asset value andyear ended December 31, 2018, except for the ~~price of our common stock could decline, and you may lose all or part of your investment.~~following.
The Small Business Credit Availability Act allows us to incur additional leverage, which may increase the risk of investing with us.
On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, the Fund’s stockholders voted to approve the adoption of the reduced asset coverage ratio, effective September 27, 2018.
Increased leverage could increase the risks associated with investing in the Fund. For example, if the value of the Fund’s assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Fund to acquire additional assets, leverage will cause the Fund’s net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Fund’s revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Fund had not borrowed or had borrowed less (although, as noted above, the Fund’s asset base and expected revenues would likely be larger). However, since the Fund already uses leverage in optimizing its investment portfolio, there are no material new risks associated with increased leverage other than the amount of the leverage.
39
If the Fund’s asset coverage ratio falls below the required limit, the Fund will not be able to incur additional debt until it is able to comply with the asset coverage ratio. This could have a material adverse effect on the Fund’s operations, and the Fund may not be able to make distributions to stockholders. The actual amount of leverage that the Fund employs will depend on the Board’s and the Adviser’s assessment of market and other factors at the time of any proposed borrowing. The Fund currently anticipates being able to obtain sufficient credit on acceptable terms, although the Fund can make no assurance that this will be the case or that it will remain such in the future.
The following table illustrates the effect of leverage on returns from an investment in the shares of common stock assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of September 30, ~~2018~~2019 and (2) 150%, each at various annual returns, net of expenses and as of September 30, ~~2018.~~2019.
The calculations in the tables below are hypothetical, and are provided for illustrative purposes only. Actual returns may be higher or lower than those appearing below.

Assumed Return on Our Portfolio (net of expenses)
   (10.00 )% (5.00 )% 0.00 % 5.00 % 10.00 %    (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, 2018⁽¹⁾
   (21.7 )% (12.9 )% (4.1 )% 4.6 % 13.4 %
Corresponding net return to holders of common stock assuming actual asset coverage as of September 30, 2019⁽¹⁾
   (18.5 )% (4.8 )% 8.9 % 22.5 % 36.2 %
Corresponding net return to holders of common stock assuming 150% asset coverage⁽²⁾
   (41.0 )% (26.0 )% (11.0 )% 4.0 % 19.0 %    (19.8 )% (4.8 )% 10.2 % 25.2 % 40.2 %




⁽¹⁾
Assumes ~~$89.3~~$338.9 million in total portfolio assets, ~~$38.4~~$225.9 million in senior securities outstanding, ~~$50.9~~$124.1 million in net assets, and an average cost of funds of ~~5.5%~~(5.1)%. Actual interest payments may be different.
⁽²⁾
Assumes ~~$89.3~~$338.9 million in total portfolio assets, ~~$59.5~~$225.9 million in senior securities outstanding, ~~$29.8~~$124.1 million in net assets, and an average cost of funds of ~~5.5%~~(5.1)%. Actual interest payments may be different.
~~Item 2. Unregistered Sales~~Uncertainty relating to the LIBOR calculation process may adversely affect the value of ~~Equity Securities~~our portfolio of the LIBOR-indexed, floating-rate debt securities in our portfolio or the cost of our borrowings.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if at that time whether or not LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. In addition, in April 2018, the Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, announced the replacement of LIBOR with a new index, calculated by short-term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate, or the “SOFR.” At this time, it is not possible to predict whether SOFR will attain market traction as a LIBOR replacement. Additionally, the future of LIBOR at this time is uncertain. Potential changes, or uncertainty related to such potential changes, may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities, or the cost of our borrowings. In addition, changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities, including the value of the LIBOR-indexed, floating-rate debt securities in our portfolio, or the cost of our borrowings. Additionally, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate and ~~Use~~certain of ~~Proceeds~~our existing credit facilities to replace LIBOR with the new standard that is established. The potential effect of thephase-out or replacement of LIBOR on our cost of capital and net investment income cannot yet be determined.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously reported by the Fund on its current reports on Form8-K, we 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~~

Item 3.

Defaults Upon Senior Securities

None.

~~Item 4. Mine Safety Disclosure~~

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

(a) On November 13, 2019, following the sale by AXA S.A. of its minority stake of AXA Equitable Holdings, Inc., an indirect holder of a majority of the membership interests in AllianceBernstein L.P., the direct parent of Alliance Capital Management LLC, the direct parent of the Adviser, via an initial public offering and listing of AXA Equitable’s shares of common stock on the New York Stock Exchange, the Fund entered into a new investment advisory agreement (the “Amended and Restated Advisory Agreement”) with the Adviser, replacing the Advisory Agreement (which was terminated concurrently with the effectiveness of the Amended and Restated Advisory Agreement).

The Amended and Restated Advisory Agreement is identical in all material respects to the Advisory Agreement, except that (i) it reflects new effective and termination dates and (ii) the income-based incentive fee has been revised tocalculate Pre-incentive Fee Net Investment Income, which is expressed as a rate of return on the value of the Fund’s net assets, using the Fund’s average monthly net assets as of the first day of each month in the calendar quarter, rather than using the Fund’s net assets at the end of the immediately preceding fiscal quarter.

The Amended and Restated Advisory Agreement will remain in effect initially for two years, and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the affirmative vote of a majority of the Board, or by the affirmative vote of a majority of the outstanding voting securities of the Fund, and (ii) the affirmative vote of a majority of the Fund’s directors who are not “interested persons,” as defined in the 1940 Act (the “Independent Directors”). The Amended and Restated Advisory Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60 days’ written notice by: (i) the affirmative vote of a majority of the outstanding voting securities of the Fund, (ii) the affirmative vote of a majority of the Board, including a majority of the Independent Directors, or (iii) the Adviser. The Amended and Restated Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

The Amended and Restated Advisory Agreement was approved by the Board (including all of the Independent Directors) on March 28, 2019, and by the Fund’s stockholders at a meeting held on September 26, 2019.

The description of the Advisory Agreement contained in this Part II, Item ~~5. Other Information~~

~~Not applicable.~~

5 does not purport to be complete and is qualified in its entirety by reference to the Advisory Agreement, attached to this Quarterly Report on Form10-Q as Exhibit 10.1.

Item 6.

~~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:


10.1		Amended and Restated Investment Advisory Agreement, dated November 13, 2019, by and between the Fund and the Adviser*

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

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

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, as amended.*

*	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 14, ~~2018~~2019	By:	/s/ J. Brent Humphries
		J. Brent Humphries
		President and Chief Executive Officer
		(Principal Executive Officer)

Date:November 14, ~~2018~~2019	By:	/s/ Wesley Raper
		Wesley Raper
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)


AB Private Credit Investors Corporation

Statements of Assets and Liabilities
	��	As of September 30, 2018 (Unaudited)			As of December 31, 2017
Assets
Investments, at fair value (amortized cost of $85,453,778 and $23,877,276, respectively)		$	85,428,763		$	23,873,030
Cash and cash equivalents			2,466,694			17,139,858
Receivable from Adviser			629,186			2,210
Interest receivable			456,847			69,773
Prepaid expenses			164,774			102,390
Deferred financing costs			130,511			238,984
Receivable for investments sold			5,633			—
Deferred offering costs			—			156,089
Receivable for fund shares sold			—			6,457,252

Total assets		$	89,282,408		$	48,039,586

Liabilities
Credit facility payable		$	36,250,000		$	23,500,000
Professional fees payable			947,589			158,954
Management fees payable			483,562			—
Distribution payable			277,657			—
Administrator and custodian fees payable			184,196			28,692
Accrued expenses and other liabilities			98,402			6,292
Interest and credit facility expense payable			82,826			20,434
Incentive fee payable			33,904			—
Transfer agent fees payable			6,855			—
Excise tax payable			—			2,336
Directors’ fees payable			—			187
Accrued organization and offering costs			—			90,308

Total liabilities		$	38,364,991		$	23,807,203

Commitments and Contingencies (Note 7)
Net Assets
Common stock, par value $0.01 per share (200,000,000 shares authorized, 5,071,409 and 2,417,371 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively)			50,714			24,174
Paid-in capital in excess of par value			50,879,175			24,152,786
Distributable earnings (accumulated loss)			(12,472	)		55,423

Total net assets		$	50,917,417		$	24,232,383

Total liabilities and net assets		$	89,282,408		$	48,039,586

Net asset value per share		$	10.04		$	10.02


AB Private Credit Investors Corporation
Unaudited Statements of Operations
	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
Investment Income:
Interest income, net of amortization/accretion	$	1,581,876		$	—		$	3,189,114		$	—
Other fee income		2,479			—			2,479			—

Total investment income		1,584,355			—			3,191,593			—

Expenses:
Professional fees		379,861			385,500			1,624,403			385,500
Interest and credit facility expenses		494,991			—			927,005			—
Management fees		281,892			—			560,765			—
Insurance expenses		62,383			—			185,116			—
Organizational expenses and offering costs		52,221			467,647			156,089			467,647
Administration and custodian fees		39,546			—			155,504			—
Directors’ fees		37,223			149,000			108,346			149,000
Income-based incentive fee		66,206			—			66,206			—
Transfer agent fees		561			—			561			—
Other expenses		78,595			—			231,873			—

Total expenses		1,493,479			1,002,147			4,015,868			1,002,147
Expense reimbursement from Adviser		(462,465	)		(1,002,147	)		(2,052,539	)		(1,002,147	)
Waived management fees		(39,913	)		—			(77,203	)		—
Waived incentive fees		(32,302	)		—			(32,302	)		—

Net expenses		958,799			—			1,853,824			—

Net investment income before taxes		625,556			—			1,337,769			—

Excise tax expense		—			—			3			—

Net investment income		625,556			—			1,337,766			—

Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from investments		—			—			—			—
Net change in unrealized appreciation (depreciation) from investments		25,402			—			(20,769	)		—

Net realized and unrealized gains (losses)		25,402			—			(20,769	)		—

Net increase in net assets resulting from operations	$	650,958		$	—		$	1,316,997		$	—

Net investment income per share (basic and diluted):
Net investment income per share (basic and diluted):	$	0.15		$	—		$	0.41		$	—
Earnings per share (basic and diluted):	$	0.16		$	—		$	0.40		$	—
Weighted average shares outstanding:		4,168,629			2,500			3,258,111			1,300
Distributions declared per share:	$	0.12		$	—		$	0.37		$	—


AB Private Credit Investors Corporation
Unaudited Statements of Changes in Net Assets
	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Increase (decrease) in net assets resulting from operations:
Net investment income	$	1,337,766		$	—
Net realized gain on investments		—			—
Net change in unrealized appreciation (depreciation) on investments		(20,769	)		—

Net increase in net assets resulting from operations		1,316,997			—

Distributions to shareholders		(1,384,892	)		—
Capital transactions:
Issuance of common stock (2,576,996 and 2,400 shares, respectively)		25,980,591			24,000
Issuance of common shares pursuant to distribution reinvestment plan (77,042 and 0 shares, respectively)		772,338			—

Net increase in net assets resulting from capital transactions		26,752,929			24,000

Total increase in net assets		26,685,034			24,000
Net assets at beginning of period		24,232,383			1,000

Net assets at end of period	$	50,917,417		$	25,000


Portfolio Company	Industry	Coupon	Shares		Cost		Fair Value
U.S. Common Stock- 1.29%
Leeds FEG Investors, LLC⁽³⁾	Education			311	$	311,400	$	311,400

Total U.S. Common Stock						311,400		311,400
TOTAL INVESTMENTS - 98.52%⁽⁴⁾					$	23,877,276	$	23,873,030

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.48%							$	359,353

NET ASSETS - 100.00%							$	24,232,383


For the Quarters Ended	Amount of 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		1.5	%
December 31, 2017		1,027,398		n/a			December 31, 2020		1.5	%
March 31, 2018		503,592		n/a			March 31, 2021		1.5	%
June 30, 2018		1,086,482		4.787	%		June 30, 2021		1.0	%
September 30, 2018		462,465		4.715	%		September 30, 2021		1.0	%

Total	$	4,082,084


Investment Type	Facility Type		Commitment Expiration Date⁽¹⁾		Unfunded Commitment ⁽²⁾		Fair Value⁽³⁾
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.		Delayed Draw Term Loan		11/20/2019	$	1,083,629	$	(21,673	)
AEG Holding Company, Inc.		Revolver		11/20/2023	$	270,907	$	(5,418	)
Analogic Corporation		Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC		Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(15,450	)
Avetta, LLC		Revolver		04/10/2024	$	494,396	$	(9,888	)
Businesssolver.com, Inc.		Revolver		05/15/2020	$	323,529	$	(6,471	)
Businesssolver.com, Inc.		Delayed Draw Term Loan		05/15/2023	$	323,529	$	(6,471	)
Captain D’s, Inc.		Revolver		12/15/2023	$	116,382	$	(1,164	)
Drilling Info Holdings, Inc.		Delayed Draw Term Loan		07/30/2020	$	427,533	$	(2,138	)
Engage2Excel, Inc		Revolver		03/07/2023	$	364,342	$	(7,287	)
Exterro, Inc.		Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.		Revolver		09/25/2024	$	506,283	$	(8,860	)
Genesis Acquisition Co.		Delayed Draw Term Loan		07/31/2024	$	364,466	$	(3,645	)
Genesis Acquisition Co.		Revolver		07/31/2020	$	202,400	$	(4,048	)
InSite Wireless Group, LLC		Revolver		07/10/2020	$	98,615	$	(1,479	)
InSite Wireless Group, LLC		Term Loan		07/10/2020	$	433,908	$	(6,509	)
Maintech, Incorporated		Revolver		12/28/2022	$	82,500	$	(1,238	)
Ministry Brands, LLC		Delayed Draw Term Loan		12/02/2022	$	1,170,618	$	(5,853	)
Perforce Intermediate Holdings, LLC		Revolver		12/28/2022	$	11,657	$	(321	)
Pinnacle Dermatology Management, LLC		Delayed Draw Term Loan		05/18/2020	$	4,684,236	$	(93,685	)
Pinnacle Dermatology Management, LLC		Revolver		05/18/2023	$	468,424	$	(9,368	)
Pivotal Payments Direct Corp.		Delayed Draw Term Loan		03/28/2020	$	485,735	$	(4,857	)
Platinum Dermatology Partners, LLC		General Delayed Draw Term Loan Commitment		07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC		Revolver		01/03/2023	$	498,592	$	(9,972	)
Qualifacts Corporation		Revolver		12/12/2022	$	300,000	$	(6,000	)
Sugarcrm, Inc.		Revolver		07/31/2024	$	310,244	$	(5,429	)
Swiftpage, Inc.		Revolver		06/13/2023	$	225,317	$	(4,506	)
Theranest, LLC		Delayed Draw Term Loan		07/23/2023	$	3,000,000	$	(45,000	)
Theranest, LLC		Revolver		07/23/2023	$	428,571	$	(8,571	)
Tropical Smoothie Café, LLC		Revolver		09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation		Revolver		12/01/2022	$	193,237	$	(3,865	)
Veriforce Holdings, LLC		Revolver		07/13/2023	$	56,329	$	(986	)
Watermark Insights, LLC		Revolver		06/07/2024	$	205,882	$	(2,059	)

Total 1st Lien/Senior Secured Debt					$	19,649,038	$	(326,882	)

Total					$	19,649,038	$	(326,882	)


	For the nine months ended September 30, 2018				For the nine months ended September 30, 2017
Quarter Ended	Shares		Amount		Shares		Amount
March 31		599,421	$	6,066,799		0	$	0
June 30		399,596	$	4,001,001		2,400	$	24,000
September 30		1,577,979	$	15,912,791		0	$	0

Total capital drawdowns		2,576,996	$	25,980,591		2,400	$	24,000


	For the Three Months Ended September 30, 2018			For the Nine Months Ended September 30, 2018
Professional fees and other expenses		458,456			1,856,276
Interest and credit facility expenses		494,991			927,005
Management fees		281,892			560,765
Insurance Expenses	$	62,383		$	185,116
Organizational Expense and Offering costs		52,221			156,089
Administration and custodian fees		39,546			155,504
Directors’ fees		37,223			108,346
Incentive fees		66,206			66,206
Transfer Agent Fee		561			561
Expense Reimbursement from Adviser		(462,465	)		(2,052,539	)
Waived Management Fee		(39,913	)		(77,203	)
Waived Incentive Fee		(32,302	)		(32,302	)

Total net expenses	$	958,799		$	1,853,824


InSite Wireless Group, LLC	Term Loan	8/1/2022	$	6,990,675	$	(87,383	)
Lucky Bucks, LLC	Delayed Draw Term Loan	4/9/2020	$	94,699	$	(1,657	)
Metametrics, Inc.	Revolver	9/10/2025	$	651,183	$	(13,024	)
Ministry Brands, LLC	Delayed Draw Term Loan	12/2/2022	$	732,132	$	(3,661	)
Nine Point Energy, LLC	Delayed Draw Term Loan	6/7/2021	$	1,312,500	$	(26,250	)
Nine Point Energy, LLC	Revolver	6/7/2024	$	175,000	$	(3,500	)
Pace Health Companies, LLC	Revolver	8/2/2024	$	616,682	$	(6,167	)
PF Growth Partners, LLC	Delayed Draw Term Loan	7/11/2021	$	336,399	$	(3,364	)
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan	5/18/2020	$	210,791	$	(4,216	)
Pinnacle Dermatology Management, LLC	Revolver	5/18/2023	$	468,424	$	(9,369	)
Rhode Holdings Inc.	Delayed Draw Term Loan	5/3/2021	$	467,302	$	(5,281	)
Rhode Holdings Inc.	Revolver	5/2/2025	$	268,565	$	(5,371	)
RxBenefits, Inc.	Revolver	3/29/2024	$	575,767	$	(5,757	)
Selligent, Inc.	Revolver	11/3/2023	$	200,660	$	(3,010	)
Single Digits, Inc	Delayed Draw Term Loan	12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc	Revolver	12/21/2023	$	416,148	$	(4,162	)
Sirsi Corporation	Revolver	3/15/2024	$	332,245	$	(4,984	)
Smile Brands, Inc.	Delayed Draw Term Loan	10/12/2020	$	333,798	$	(3,338	)
Smile Brands, Inc.	Revolver	10/12/2023	$	216,587	$	(2,166	)
Sugarcrm Inc.	Revolver	7/31/2024	$	124,098	$	(1,241	)
Summit Infrastructure Group, Inc.	Delayed Draw Term Loan	3/15/2021	$	1,125,756	$	(22,515	)
Summit Infrastructure Group, Inc.	Revolver	3/15/2024	$	562,878	$	(11,257	)
Swiftpage, Inc.	Revolver	6/13/2023	$	225,317	$	(4,507	)
Symplr Software, Inc.	Revolver	11/30/2023	$	55,481	$	(832	)
The Center for Orthopedic and Research Excellence, Inc.	Delayed Draw Term Loan	8/15/2021	$	1,726,330	$	(15,105	)
The Center for Orthopedic and Research Excellence, Inc.	Revolver	8/15/2025	$	586,952	$	(10,272	)
Theranest, LLC	Delayed Draw Term Loan	7/23/2020	$	1,937,786	$	(29,067	)
Theranest, LLC	Revolver	7/24/2023	$	428,571	$	(8,571	)
TRGRP, Inc.	Revolver	11/1/2023	$	333,333	$	(6,666	)
Tropical Smoothie Cafe, LLC	Revolver	9/24/2023	$	96,435	$	—
Velocity Purchaser Corporation	Revolver	12/1/2022	$	193,237	$	—

Total 1st Lien/Senior Secured Debt			$	60,480,176	$	(789,172	)

Total			$	60,480,176	$	(789,172	)


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	$	(217,169	)	$	(90,625	)	$	(126,544	)
Up 100 basis points		868,676			362,500			501,176
Up 200 basis points		1,737,353			725,000			1,012,353
Up 300 basis points		2,606,029			1,087,500			1,518,529


Assumed Return on Our Portfolio (net of expenses)	(10.00	)%	(5.00	)%	0.00	%	5.00	%	10.00	%	(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, 2018⁽¹⁾	(21.7	)%	(12.9	)%	(4.1	)%	4.6	%	13.4	%
Corresponding net return to holders of common stock assuming actual asset coverage as of September 30, 2019⁽¹⁾											(18.5	)%	(4.8	)%	8.9	%	22.5	%	36.2	%
Corresponding net return to holders of common stock assuming 150% asset coverage⁽²⁾	(41.0	)%	(26.0	)%	(11.0	)%	4.0	%	19.0	%	(19.8	)%	(4.8	)%	10.2	%	25.2	%	40.2	%

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company