UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-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, 2024

OR

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

Commission File Number 814-01700

_______________________________________________________________________

ANTARES STRATEGIC CREDIT FUND

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________

Delaware	93-3416650
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
320 South Canal Street, Suite 4200 Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

312-638-4117

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
None	None	None

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

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The number of shares of Registrant’s Common Stock, $0.001 par value per share, outstanding as of November 13, 2024 was 48,823,038.

1

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (Unaudited) and December 31, 2023	4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2024 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2024 (Unaudited)	6
	Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 (Unaudited)	7
	Consolidated Schedule of Investments as of September 30, 2024 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	66
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	68
	Signatures	69

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of Antares Strategic Credit Fund (the “Company,” “we,” “us,” or “our”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•our adviser has no operating history;

•our, or our portfolio companies’, future business, operations, operating results or prospects;

•the return or impact of current and future investments;

•the impact of global health crises on our or our portfolio companies’ business and the United States (“U.S.”) and global economy;

•changes in the general economy, slowing economy, rising inflation and risk of recession;

•the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

•the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;

•our contractual arrangements and relationships with third parties;

•the state of the general economy;

•the impact of supply chain constraints on our portfolio companies and the global economy;

•uncertainty surrounding global financial stability, including the liquidity of certain banks;

•the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;

•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

•our ability to raise capital in the private and public debt and equity markets;

•our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies' supply chain and operations;

•the outcome and impact of any litigation or regulatory proceeding;

•the adequacy of our cash resources and working capital;

•the timing, form and amount of any dividend distributions;

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

•the ability of our adviser to locate suitable investments for us and to monitor and administer our investments.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “project,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” on Form 10 registration statement and this Quarterly Report.

We have based the forward-looking statements included in this Quarterly Report on information available to us on the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statement on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.

3

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share amounts)

	September 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Non-controlled/non-affiliated investments, at fair value (cost — $1,564,669 and zero as of September 30, 2024 and December 31, 2023, respectively)	$	1,565,598		$	—
Cash and cash equivalents		53,067			—
Foreign currencies (cost — $3,059 and zero as of September 30, 2024 and December 31, 2023, respectively)		3,113			—
Interest receivable from non-controlled/non-affiliated investments		7,691			—
Subscription receivable		—			25
Deferred offering costs		167			63
Receivable from adviser (Note 3)		330			330
Receivable for investments sold / repaid		2,490			—
Prepaid expenses and other assets		175			—
Total assets	$	1,632,631		$	418
LIABILITIES
Debt outstanding	$	481,950		$	—
Less: Deferred financing costs		(11,054	)		—
Total debt, net of deferred financing costs		470,896			—
Payable for investments purchased		97,698			—
Interest payable		1,772			—
Distributions payable		26,341			—
Administrative service fee payable		428			—
Accrued expenses and other liabilities		1,610			9
Due to affiliates		1,450			384
Total liabilities	$	600,195		$	393
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, par value $0.001 (40,524,412 and 1,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)	$	41		$	—
Paid-in capital in excess of par value		1,021,937			25
Accumulated net distributable earnings (losses)		10,458			—
Total net assets	$	1,032,436		$	25
Total liabilities and net assets	$	1,632,631		$	418
Net asset value per share	$	25.48		$	25.00

See accompanying notes to the consolidated financial statements.

4

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	33,069		$	62,865
Payment-in-kind interest income		166			302
Dividend income		94			196
Other income		3,733			7,429
Total investment income		37,062			70,792
Expenses:
Interest and debt expenses		5,210			11,542
Management fees (Note 3)		2,446			3,289
Income based incentive fee (Note 3)		3,864			7,112
Capital gains incentive fee (Note 3)		(174	)		—
Administrative service fee		237			537
Board of Trustees’ fee		100			219
Other general and administrative expenses		548			1,424
Organization and offering costs		79			200
Total expenses		12,310			24,323
Management fees waiver (Note 3)		(2,446	)		(3,289	)
Incentive fees waiver (Note 3)		(3,690	)		(7,112	)
Net expenses, net of fee waivers		6,174			13,922
Net investment income (loss)		30,888			56,870
Net realized and change in unrealized gain (loss):
Net realized gains (losses):
Non-controlled/non-affiliated investments		(13	)		128
Foreign currency transactions		(410	)		(589	)
Net realized gain (loss)		(423	)		(461	)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		(406	)		929
Translation of assets and liabilities in foreign currencies		(656	)		(572	)
Net change in unrealized appreciation (depreciation)		(1,062	)		357
Total net realized and change in unrealized gain (loss)		(1,485	)		(104	)
Net increase (decrease) in net assets resulting from operations	$	29,403		$	56,766
Per share information
Net investment income (loss) per share (basic and diluted)	$	0.76		$	2.22
Earnings per share (basic and diluted)	$	0.73		$	2.21
Distributions declared per share	$	0.65		$	1.81
Weighted average shares outstanding (basic and diluted)		40,453,906			25,637,129

See accompanying notes to the consolidated financial statements.

5

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(in thousands, except shares)

Three Months Ended September 30, 2024

							Accumulated Net
	Common Shares				Paid-in-Capital in		Distributable Earnings			Total
	Shares		Par Value		Excess of Par Value		(Losses)			Net Assets
Net assets at beginning of period		21,596,404	$	22	$	541,136	$	7,396		$	548,554
Operations:
Net investment income		—		—		—		30,888			30,888
Net realized gain (loss)		—		—		—		(423	)		(423	)
Net change in unrealized appreciation (depreciation)		—		—		—		(1,062	)		(1,062	)
Net increase (decrease) in net assets resulting from operations		—		—		—		29,403			29,403
Capital Transactions:
Issuance of shares		18,657,736		19		473,887		—			473,906
Common Shares issued from reinvestment of distributions		270,272		—		6,914		—			6,914
Distributions to shareholders		—		—		—		(26,341	)		(26,341	)
Net increase (decrease) in net assets resulting from capital transactions		18,928,008		19		480,801		(26,341	)		454,479
Total net increase (decrease)		18,928,008		19		480,801		3,062			483,882
Net assets at end of period		40,524,412	$	41	$	1,021,937	$	10,458		$	1,032,436

Nine Months Ended September 30, 2024

							Accumulated Net
	Common Shares				Paid-in-Capital in		Distributable Earnings			Total
	Shares		Par Value		Excess of Par Value		(Losses)			Net Assets
Net assets at beginning of period		1,000	$	—	$	25	$	—		$	25
Operations:
Net investment income		—		—		—		56,870			56,870
Net realized gain (loss)		—		—		—		(461	)		(461	)
Net change in unrealized appreciation (depreciation)		—		—		—		357			357
Net increase (decrease) in net assets resulting from operations		—		—		—		56,766			56,766
Capital Transactions:
Issuance of shares		40,253,140		41		1,014,998		—			1,015,039
Common Shares issued from reinvestment of distributions		270,272		—		6,914		—			6,914
Distributions to shareholders		—		—		—		(46,308	)		(46,308	)
Net increase (decrease) in net assets resulting from capital transactions		40,523,412		41		1,021,912		(46,308	)		975,645
Total net increase (decrease)		40,523,412		41		1,021,912		10,458			1,032,411
Net assets at end of period		40,524,412	$	41	$	1,021,937	$	10,458		$	1,032,436

See accompanying notes to the consolidated financial statements.

6

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(in thousands)

	Nine Months Ended September 30, 2024
Cash flow from operating activities
Net increase (decrease) in net assets resulting from operations	$	56,766
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Accrued interest and dividends received in-kind		(355	)
Net accretion of discount and amortization of premium		(1,488	)
Proceeds from sale of investments and principal repayments		98,238
Purchases of investments		(1,360,936	)
Net realized (gains) losses on investments		(128	)
Net change in unrealized (appreciation) depreciation on investments		(929	)
Amortization of deferred financing costs		729
Amortization of deferred offering costs		151
(Increase) decrease in operating assets:
Interest receivable from non-controlled/non-affiliated investments		(7,691	)
Receivable for investments sold / repaid		(2,490	)
Prepaid expenses and other assets		(175	)
Increase (decrease) in operating liabilities:
Due to affiliates		1,066
Payable for investments purchased		97,698
Interest payable		1,772
Administrative service fee		428
Accrued expenses and other liabilities		1,601
Net cash provided by (used in) operating activities		(1,115,743	)
Cash flow from financing activities
Proceeds from issuance of shares, net of subscription receivable		715,064
Debt borrowings (1)		1,040,950
Debt repayments (1)		(559,000	)
Distributions paid		(13,053	)
Deferred offering costs paid		(255	)
Deferred financing costs paid		(11,783	)
Net cash provided by (used in) financing activities		1,171,923
Net increase in cash and cash equivalents		56,180
Cash, cash equivalents and foreign currencies at the beginning of period		—
Cash, cash equivalents and foreign currencies at the end of period	$	56,180
Supplemental disclosure of cash flow information and non-cash financing activities
Cash paid for interest	$	9,040
Equity issued in kind (Note 8)	$	300,000
Investments purchased in kind (Note 8)	$	300,000
Distributions payable	$	26,341

(1)Includes $47,000 of secured borrowings.

See accompanying notes to the consolidated financial statements.

7

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Investments - non-controlled/non-affiliated
Secured Debt
Aerospace and Defense
Peraton Corp.	(5)(8)	First Lien Term Loan	S + 3.75%	0.75%	8.70%	2/1/2028	$	4,974	$	4,981		$	4,797			0.47	%
										4,981			4,797			0.47
Air Freight and Logistics
American Trailer Rental Group, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.34%	6/1/2027		41		40			37			—
American Trailer Rental Group, LLC	(8)	First Lien Term Loan	S + 5.69%	1.00%	10.43%	6/1/2027		131		130			119			0.01
American Trailer Rental Group, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.34%	6/1/2027		35		34			31			—
American Trailer Rental Group, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.69%	1.00%	10.43%	6/1/2027		33		33			30			—
American Trailer Rental Group, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.49%	6/1/2027		9		9			8			—
Brown Group Holding, LLC	(5)(8)	First Lien Term Loan	S + 2.75%	0.50%	7.60%	7/1/2031		2,993		3,003			2,990			0.29
Lightbeam Bidco Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	5/4/2030		3,909		3,909			3,909			0.38
Lightbeam Bidco Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	5/4/2030		592		592			592			0.06
Lightbeam Bidco Inc.	(7)	First Lien Revolver	S + 5.00%	0.75%	9.59%	5/4/2029		476		—			—			—
										7,750			7,716			0.74
Auto Components
Enthusiast Auto Holdings, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.95%	12/19/2025		1,489		1,472			1,489			0.14
Enthusiast Auto Holdings, LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	11.20%	12/19/2025		1,489		1,484			1,489			0.14
First Brands Group, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.11%	3/30/2027		3,980		3,978			3,945			0.38
JHCC Holdings LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.84%	9/9/2027		2,712		2,706			2,702			0.26
JHCC Holdings LLC	(8)	First Lien Term Loan	S + 5.25%	0.00%	9.84%	9/9/2027		422		421			420			0.04
JHCC Holdings LLC	(7)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	9.84%	9/9/2027		11,266		6,964			6,944			0.68
JHCC Holdings LLC	(7)	First Lien Revolver	P + 4.25%	1.00%	12.25%	9/9/2027		249		80			80			0.01
Majco LLC	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.24%	12/4/2028		248		244			248			0.02
OAC Holdings I Corp.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.95%	3/31/2029		2,977		2,871			2,977			0.29
Quality Automotive Services, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.84%	7/16/2027		2,382		2,374			2,370			0.23
Quality Automotive Services, LLC	(13)	First Lien Term Loan	S + 5.25%	0.00%	10.10%	7/16/2027		6,224		6,194			6,193			0.60
Quality Automotive Services, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	9.99%	7/16/2027		469		467			466			0.05
Quality Automotive Services, LLC	(7)	First Lien Revolver	S + 5.25%	1.00%	9.99%	7/16/2027		130		(1	)		(1	)		—
										29,254			29,322			2.84
Beverages
Triton Water Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 3.25%	0.50%	8.36%	3/31/2028		4,477		4,471			4,474			0.43
										4,471			4,474			0.43
Broadline Retail
Peer Holding III B.V.	(5)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	7/1/2031		4,751		4,755			4,772			0.46
										4,755			4,772			0.46

8

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Building Products
80/20, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	3/1/2027	$	249	$	246		$	247			0.02		%
MDC Interior Acquisition Inc	(8)(13)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	4/26/2030		15,701		15,477			15,622			1.51
MDC Interior Acquisition Inc	(7)(13)	First Lien Revolver	S + 5.25%	1.00%	10.10%	4/26/2030		2,084		(31	)		(10	)		—
SureWerx Purchaser III Inc.	(6)(8)(13)	First Lien Term Loan	C + 5.25%	0.75%	9.50%	12/28/2029		CAD 17,117		12,499			12,648			1.23
SureWerx Purchaser III Inc.	(6)(8)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	12/28/2029		248		248			248			0.02
SureWerx Purchaser III Inc.	(6)(7)(13)	First Lien Revolver	S + 5.25%	0.75%	9.84%	12/28/2028		1,730		999			1,003			0.10
WST USA Holdco, Inc.	(6)(8)	First Lien Term Loan	S + 5.25%	1.00%	9.94%	3/31/2027		2,481		2,481			2,481			0.24
WST USA Holdco, Inc.	(6)(7)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	9.84%	3/31/2027		2,495		897			912			0.09
										32,816			33,151			3.21
Capital Markets
Allworth Financial Group, L.P.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	12/23/2027		2,538		2,538			2,538			0.25
Allworth Financial Group, L.P.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.85%	12/23/2027		2,424		2,424			2,424			0.24
Arax MidCo, LLC	(6)(8)(13)	First Lien Term Loan	S + 5.75%	1.00%	10.60%	4/11/2029		9,018		8,928			8,912			0.86
Arax MidCo, LLC	(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.60%	4/11/2029		4,689		(27	)		(55	)		(0.01	)
Arax MidCo, LLC	(6)(7)(13)	First Lien Revolver	S + 5.75%	0.00%	10.34%	4/11/2029		1,293		27			28			—
AQ Sage Buyer, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.50%	1/25/2027		185		180			183			0.02
AQ Sage Buyer, LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.25%	1/25/2027		63		61			62			0.01
Cub Financing Intermediate, LLC	(13)	First Lien Term Loan	S + 4.75%	0.50%	9.60%	6/28/2030		10,810		10,756			10,756			1.04
Cub Financing Intermediate, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.60%	6/28/2030		4,967		(12	)		(25	)		—
Edgeco Buyer, Inc.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.44%	6/1/2026		170		167			170			0.02
Edgeco Buyer, Inc.	(7)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.44%	6/1/2026		79		74			75			0.01
Lido Advisors, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.59%	6/15/2029		3,473		3,473			3,449			0.33
R&T Acquisitions, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	8/31/2030		2,041		2,023			2,015			0.20
R&T Acquisitions, LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.34%	8/31/2030		771		(7	)		(10	)		—
										30,605			30,522			2.97
Chemicals
Aurora Plastics, LLC	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.70%	8/10/2028		198		190			198			0.02
Aurora Plastics, LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.70%	8/10/2028		50		48			50			—
DCG Acquisition Corp.	(8)(13)	First Lien Term Loan	S + 4.75%	0.75%	9.60%	6/13/2031		26,360		26,299			26,360			2.56
DCG Acquisition Corp.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.60%	6/13/2031		4,408		(5	)		—			—
DCG Acquisition Corp.	(7)(13)	First Lien Revolver	S + 4.75%	0.75%	9.60%	6/13/2031		4,408		(11	)		—			—
Formulations Parent Corp.	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.34%	11/15/2030		249		247			249			0.02
LTI Holdings, Inc.	(5)	First Lien Term Loan	S + 4.75%	0.00%	9.60%	7/29/2029		3,344		3,300			3,319			0.32
Lubricant Engineers	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.59%	9/1/2029		248		241			248			0.02
Lummus Technology Holdings V LLC	(5)(8)	First Lien Term Loan	S + 3.50%	0.00%	8.46%	12/31/2029		4,975		5,006			4,995			0.49
Tangent Technologies Acquisition, LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.25%	11/30/2027		248		245			247			0.02
										35,560			35,666			3.45

9

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Commercial Services and Supplies
Ares Holdings, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.59%	11/18/2027	$	992	$	979		$	987			0.10		%
Ares Holdings, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.69%	11/18/2027		3,872		3,832			3,853			0.37
Ares Holdings, LLC	(13)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	11/18/2027		1,028		1,026			1,023			0.10
Ares Holdings, LLC	(7)	First Lien Revolver	S + 5.00%	1.00%	9.85%	11/18/2027		747		80			81			0.01
AWP Group Holdings, Inc.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.60%	12/23/2030		6,048		6,032			6,018			0.58
AWP Group Holdings, Inc.	(7)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.60%	12/22/2030		12,973		(32	)		(64	)		(0.01	)
AWP Group Holdings, Inc.	(7)	First Lien Revolver	S + 4.75%	1.00%	9.60%	12/23/2030		47		—			—			—
CoolSys, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.60%	8/11/2028		248		234			244			0.02
EXT Acquisitions, Inc.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	6/26/2026		232		231			232			0.02
EXT Acquisitions, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.74%	6/26/2026		16		15			16			—
FL Hawk Intermediate Holdings, Inc.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.60%	2/22/2028		250		250			250			0.02
FL Hawk Intermediate Holdings, Inc.	(8)	Second Lien Term Loan	S + 8.75%	1.00%	13.60%	8/22/2028		1,560		1,560			1,560			0.15
FL Hawk Intermediate Holdings, Inc.	(7)	First Lien Revolver	S + 4.75%	0.00%	9.60%	2/22/2027		1,190		—			—			—
Fresh Holdco, Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.75%	1/23/2026		248		247			248			0.02
HeartLand PPC Buyer, LLC	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	12/12/2029		2,985		2,950			2,949			0.29
Hercules Borrower LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.19%	12/14/2026		2,345		2,345			2,324			0.23
Hercules Borrower LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.19%	12/14/2026		305		305			302			0.03
Hercules Borrower LLC	(7)	First Lien Revolver	S + 5.50%	1.00%	10.45%	12/14/2026		329		—			(3	)		—
High Bar Brands Operating, LLC	(6)(8)	First Lien Term Loan	S + 5.00%	1.00%	9.59%	12/19/2029		248		245			246			0.02
HP RSS Buyer, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	12/11/2029		4,975		4,918			4,925			0.48
Monarch Landscape Holdings, LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	10/2/2028		1,800		1,796			1,787			0.17
Monarch Landscape Holdings, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	10/2/2028		1,181		1,169			1,173			0.11
Onyx-Fire Protection Services Inc.	(6)(13)	First Lien Term Loan	C + 4.50%	0.00%	8.75%	7/31/2031		17,026		12,269			12,528			1.21
Onyx-Fire Protection Services Inc.	(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.00%	9.35%	7/31/2031		3,405		(6	)		(12	)		—
Onyx-Fire Protection Services Inc.	(6)(7)(13)	First Lien Revolver	S + 4.50%	0.75%	9.35%	7/31/2031		4,378		(15	)		(16	)		—
Paint Intermediate III, LLC	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.19%	10/6/2028		5,456		5,421			5,374			0.52
Paint Intermediate III, LLC	(7)	First Lien Revolver	S + 5.50%	0.75%	10.19%	10/7/2027		1,002		620			621			0.06
Palmetto Acquisitionco Inc.	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	9/18/2029		248		245			248			0.02
Project Boost Purchaser, LLC	(5)	First Lien Term Loan	S + 3.50%	0.00%	8.09%	7/16/2031		4,992		5,001			4,996			0.48
Rotating Machinery Services, Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	6/10/2025		250		249			250			0.02
The Hiller Companies, LLC	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	6/20/2030		15,698		15,621			15,620			1.51
The Hiller Companies, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	6/20/2030		4,323		848			841			0.08
The Hiller Companies, LLC	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.85%	6/20/2030		2,730		(14	)		(14	)		—
Thermostat Purchaser III, Inc.	(8)	First Lien Term Loan	S + 4.25%	0.75%	9.25%	8/31/2028		5,236		5,232			5,236			0.51
Soliant Lower Intermediate, LLC	(5)	First Lien Term Loan	S + 3.75%	0.00%	8.60%	7/18/2031		2,821		2,794			2,828			0.27
Valet Waste Holdings, Inc.	(13)	First Lien Term Loan	S + 5.75%	1.00%	10.70%	5/1/2029		31,641		31,564			31,324			3.03
Valet Waste Holdings, Inc.	(7)(13)	First Lien Revolver	S + 5.75%	1.00%	10.70%	5/1/2029		1,429		711			700			0.07

10

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Commercial Services and Supplies (continued)
WRE Holding Corp.	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.25%	7/2/2031	$	8,305	$	8,264		$	8,266			0.80	%
WRE Holding Corp.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.00%	7/2/2031		2,124		108			103			0.01
WRE Holding Corp.	(7)(13)	First Lien Revolver	S + 5.00%	0.00%	9.85%	7/2/2030		1,133		(5	)		(5	)		—
YLG Holdings, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.69%	10/30/2026		2,599		2,599			2,593			0.25
YLG Holdings, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.69%	10/30/2026		1,980		1,980			1,975			0.19
YLG Holdings, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.69%	11/2/2026		10,842		309			294			0.03
YLG Holdings, Inc.	(7)	First Lien Revolver	S + 5.00%	0.00%	9.69%	10/30/2026		399		—			(1	)		—
Zinc Buyer Corporation	(13)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	7/24/2031		13,682		13,649			13,584			1.32
Zinc Buyer Corporation	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.34%	7/24/2031		6,890		(9	)		(50	)		—
Zinc Buyer Corporation	(7)(13)	First Lien Revolver	S + 4.75%	0.75%	9.34%	7/24/2031		2,028		(5	)		(15	)		—
Zone Climate Services, Inc.	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.24%	3/9/2028		2,977		2,925			2,896			0.28
										138,537			138,315			13.37
Construction & Engineering
Hydraulic Technologies USA LLC	(13)	First Lien Term Loan	S + 5.50%	1.00%	10.35%	6/3/2031		17,504		17,160			17,197			1.67
Hydraulic Technologies USA LLC	(7)(13)	First Lien Revolver	S + 5.50%	0.75%	10.35%	6/3/2030		2,384		(48	)		(42	)		—
Kleinfelder Intermediate LLC	(8)	First Lien Term Loan	S + 6.25%	0.75%	11.10%	9/18/2030		246		246			246			0.02
MEI Buyer LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	6/29/2029		4,287		4,259			4,287			0.42
MEI Buyer LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.85%	6/29/2029		681		(4	)		—			—
Trilon Group, LLC	(8)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.50%	5/25/2029		1,460		1,449			1,451			0.14
Trilon Group, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.50%	5/25/2029		4,060		850			851			0.08
Trilon Group, LLC	(7)(13)	First Lien Revolver	S + 5.50%	1.00%	10.50%	5/25/2029		1,218		31			35			—
										23,943			24,025			2.33
Construction Materials												.
Arrow Tru-Line Holding, LLC	(8)	First Lien Term Loan	S + 5.63%	1.00%	10.48%	9/20/2027		244		240			242			0.02
Pearlman Enterprises Inc.	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.45%	5/5/2027		2,985		2,967			2,925			0.28
Profile Products LLC	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.45%	11/12/2027		248		245			246			0.02
Red Fox CD Acquisition Corporation	(7)(13)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.85%	3/4/2030		21,248		10,602			10,538			1.02
										14,054			13,951			1.34

11

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Containers and Packaging
Berlin Packaging L.L.C.	(5)(8)	First Lien Term Loan	S + 3.75%	0.00%	8.60%	6/7/2031	$	4,988	$	4,983		$	4,989			0.48	%
CFs Brands, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.60%	10/2/2030		248		246			248			0.02
Cold Chain Technologies, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.44%	8/2/2025		2,782		2,782			2,782			0.27
Cold Chain Technologies, LLC	(7)	First Lien Revolver	S + 5.75%	1.00%	10.44%	8/2/2025		197		—			—			—
Graham Packaging Company Inc.	(5)(8)	First Lien Term Loan	S + 2.50%	0.75%	7.35%	8/4/2027		2,676		2,690			2,677			0.26
Rohrer Corp.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.50%	3/15/2027		249		246			249			0.02
St Athena Global LLC	(6)(8)(13)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	6/26/2030		2,810		2,791			2,782			0.27
St Athena Global LLC	(6)(8)(13)	First Lien Term Loan	SON + 5.25%	0.00%	10.20%	6/26/2030		GBP 1,288		1,613			1,705			0.17
St Athena Global LLC	(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.10%	6/26/2030		154		(1	)		(2	)		—
St Athena Global LLC	(6)(7)(13)	First Lien Revolver	S + 5.25%	0.75%	10.10%	6/26/2029		389		(3	)		(4	)		—
Tank Holding Corp.	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.25%	3/31/2028		248		240			244			0.02
										15,587			15,670			1.51
Distributors
Aurora Parts & Accessories LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.49%	1/16/2029		248		248			246			0.02
BC Group Holdings, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.69%	12/21/2026		240		239			237			0.02
BC Group Holdings, Inc.	(8)(13)	First Lien Term Loan	S + 5.00%	0.75%	9.69%	12/21/2026		2,430		2,424			2,406			0.23
BC Group Holdings, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.34%	12/21/2026		8,036		1,005			938			0.09
Blackbird Purchaser, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.09%	12/19/2030		4,668		4,624			4,668			0.45
Blackbird Purchaser, Inc.	(7)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.09%	12/19/2030		927		268			277			0.03
Blackbird Purchaser, Inc.	(7)	First Lien Revolver	S + 5.50%	0.75%	10.09%	12/19/2029		619		87			93			0.01
Blackhawk Industrial Distribution, Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	9/17/2026		7,097		7,097			7,065			0.68
Blackhawk Industrial Distribution, Inc.	(13)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	9/17/2026		2,887		2,874			2,874			0.28
Blackhawk Industrial Distribution, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	9.99%	9/17/2026		237		237			236			0.02
Blackhawk Industrial Distribution, Inc.	(7)	First Lien Revolver	S + 6.25%	1.00%	10.99%	9/17/2026		3,503		769			757			0.07
Bradyifs Holdings LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.59%	10/31/2029		248		246			248			0.02
Dealer Tire Financial, LLC	(5)	First Lien Term Loan	S + 3.50%	0.50%	8.35%	7/2/2031		4,559		4,553			4,578			0.44
Johnstone Supply, LLC	(5)(8)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	6/9/2031		4,952		4,955			4,946			0.48
Motion & Control Enterprises LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.59%	6/1/2028		2,357		2,337			2,322			0.22
Motion & Control Enterprises LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.59%	6/1/2028		620		615			611			0.06
Vessco Midco Holdings, LLC	(13)	First Lien Term Loan	S + 5.25%	0.75%	9.50%	7/24/2031		24,519		24,397			24,402			2.36
Vessco Midco Holdings, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.50%	7/24/2031		8,173		1,178			1,159			0.11
Vessco Midco Holdings, LLC	(7)(13)	First Lien Revolver	S + 5.25%	0.00%	10.10%	7/24/2031		2,724		(13	)		(13	)		—
										58,140			58,050			5.59

12

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Diversified Consumer Services
Apex Service Partners, LLC	(8)	First Lien Term Loan	S + 7.00% (Incl. 2.00% PIK)	1.00%	11.59% (Incl. 2.00% PIK)	10/24/2030	$	4,804	$	4,738		$	4,780			0.46		%
Apex Service Partners, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.85%	10/24/2030		14,000		1,521			1,486			0.14
Apex Service Partners, LLC		First Lien Delayed Draw Term Loan	S + 5.00% (Incl. 2.00% PIK)	1.00%	9.85% (Incl. 2.00% PIK)	10/24/2030		1,143		1,121			1,138			0.11
Apex Service Partners, LLC	(7)	First Lien Revolver	S + 5.00%	1.00%	9.59%	10/24/2029		378		181			179			0.02
AVE Holdings III, Corp.	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.99%	2/25/2028		248		245			243			0.02
AVG Intermediate Holdings LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.69%	3/16/2027		831		831			811			0.08
AVG Intermediate Holdings LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.69%	3/16/2027		3,064		3,064			2,987			0.29
AVG Intermediate Holdings LLC	(7)	First Lien Revolver	S + 6.00%	1.00%	10.69%	3/16/2027		166		—			(4	)		—
COP Hometown Acquisitions, Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	7/16/2027		4,975		4,883			4,937			0.48
CVP Holdco, Inc.	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.95%	6/28/2031		22,159		22,107			22,103			2.14
CVP Holdco, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.95%	6/28/2031		5,883		(7	)		(15	)		—
CVP Holdco, Inc.	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.95%	6/28/2030		2,353		(6	)		(6	)		—
EOS Fitness Opco Holdings, LLC	(8)	First Lien Term Loan	S + 5.25%	0.75%	10.10%	1/5/2028		1,815		1,786			1,801			0.17
EOS Fitness Opco Holdings, LLC	(8)(13)	First Lien Term Loan	S + 5.25%	0.75%	9.99%	1/5/2028		149		147			148			0.01
EOS Fitness Opco Holdings, LLC	(8)(13)	First Lien Term Loan	S + 5.25%	0.00%	9.84%	1/5/2028		772		767			767			0.08
EOS Fitness Opco Holdings, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	9.99%	1/5/2028		3,862		(29	)		(29	)		—
EOS Fitness Opco Holdings, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.10%	1/5/2028		170		168			169			0.02
Essential Services Holding Corporation	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	6/17/2031		10,617		10,592			10,591			1.03
Essential Services Holding Corporation	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.85%	6/17/2031		2,082		(3	)		(5	)		—
Essential Services Holding Corporation	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.85%	6/17/2030		1,301		(3	)		(3	)		—
Flint Opco, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.84%	8/15/2030		248		246			248			0.02
Flint Opco, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.60%	8/15/2030		4,063		449			441			0.04
FSHS I, LLC	(8)	First Lien Term Loan	S + 6.00%	0.75%	10.95%	11/18/2028		3,996		3,996			3,952			0.38
GS Seer Group Borrower LLC	(8)	First Lien Term Loan	S + 6.75%	1.00%	11.34%	4/29/2030		4,962		4,871			4,888			0.47
GSV Holding, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.74%	4/3/2028		94		92			94			0.01
GSV Holding, LLC	(7)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.74%	4/1/2028		154		147			150			0.01
Health Buyer LLC	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.09%	4/29/2029		2,992		2,966			2,960			0.29
Health Buyer LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.24%	4/27/2029		12,565		(29	)		(60	)		(0.01	)
Home Service TopCo IV, Inc.	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.69%	12/31/2027		4,962		4,962			4,962			0.48
Innovetive Petcare, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	6/30/2028		194		188			194			0.02
Innovetive Petcare, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.74%	6/30/2028		47		46			47			—
Midwest Veterinary Partners, LLC	(5)	First Lien Term Loan	S + 3.75%	0.00%	8.60%	4/27/2028		2,850		2,857			2,854			0.28
North Haven Stallone Buyer, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	9.84%	5/24/2027		248		240			244			0.02

13

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Diversified Consumer Services (continued)
PPV Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 5.75%	0.00%	10.34%	8/31/2029	$	243	$	240		$	243			0.02		%
PPV Intermediate Holdings, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.84%	8/31/2029		15,038		(36	)		(150	)		(0.01	)
Southern Veterinary Partners, LLC	(5)(8)	First Lien Term Loan	S + 3.75%	0.00%	8.00%	10/5/2027		4,836		4,853			4,851			0.47
Spartan Bidco PTY LTD	(6)(8)	First Lien Term Loan	S + 7.00% (Incl. 6.25% PIK)	0.75%	11.59% (Incl. 6.25% PIK)	1/24/2028		262		254			262			0.03
Taymax Group Acquisition, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.95%	7/31/2026		1,489		1,489			1,485			0.15
University Support Services LLC	(5)(8)	First Lien Term Loan	S + 2.75%	0.50%	7.60%	2/12/2029		3,735		3,737			3,729			0.36
US Fitness Holdings, LLC	(8)(13)	First Lien Term Loan	S + 5.50%	0.75%	10.09%	9/3/2031		27,569		27,429			27,431			2.66
US Fitness Holdings, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.00%	10.09%	9/3/2031		6,892		(32	)		(34	)		—
US Fitness Holdings, LLC	(7)(13)	First Lien Revolver	S + 5.50%	0.00%	10.09%	9/3/2030		538		105			105			0.01
Vertex Service Partners, LLC	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.34%	11/8/2030		249		245			249			0.02
VPP Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.45%	12/1/2027		1,823		1,823			1,814			0.18
VPP Intermediate Holdings, LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.45%	12/1/2027		2,221		1,463			1,458			0.14
VPP Intermediate Holdings, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.45%	12/1/2027		2,197		2,197			2,186			0.21
VPP Intermediate Holdings, LLC	(7)	First Lien Revolver	S + 6.25%	1.00%	11.20%	12/1/2027		223		—			(1	)		—
										116,901			116,680			11.30
Diversified Telecommunication Services
Zacapa S.a r.l.	(5)(8)	First Lien Term Loan	S + 4.00%	0.50%	8.85%	3/22/2029		4,800		4,810			4,816			0.47
Guardian US Holdco LLC	(5)(8)	First Lien Term Loan	S + 3.50%	0.50%	8.35%	1/31/2030		4,977		4,985			4,942			0.48
Virgin Media Bristol LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.20%	3/31/2031		2,877		2,843			2,751			0.27
										12,638			12,509			1.22
Electrical Equipment
Infinite Bidco LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.84%	3/2/2028		248		245			248			0.03
Power Grid Holdings, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	11/30/2030		6,216		6,158			6,216			0.60
TPC Engineering Holdings, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.00%	10.45%	2/16/2027		1,600		1,598			1,584			0.15
TPC Engineering Holdings, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.00%	10.45%	2/16/2027		64		64			64			0.01
TPC Engineering Holdings, Inc.	(7)	First Lien Revolver	S + 5.50%	0.00%	10.45%	2/16/2027		1,565		884			868			0.08
										8,949			8,980			0.87
Electronic Equipment, Instruments and Components
AEP Passion Intermediate Holdings, Inc.	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.45%	10/5/2027		248		248			238			0.02
Dwyer Instruments, LLC	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.44%	7/21/2027		232		230			231			0.02
Dwyer Instruments, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	10.44%	7/21/2027		16		16			16			—
Excelitas Technologies Corp.	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	8/12/2029		193		191			192			0.02
Excelitas Technologies Corp.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.84%	8/12/2029		5,044		(12	)		(25	)		—
Phoenix 1 Buyer Corp.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.09%	11/20/2030		249		246			249			0.02
Wildcat BuyerCo, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.60%	2/26/2027		4,962		4,923			4,912			0.48
										5,842			5,813			0.56

14

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Energy Equipment and Services
CRCI Longhorn Holdings, Inc.	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	8/27/2031	$	18,177	$	18,087		$	18,088			1.75		%
CRCI Longhorn Holdings, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.85%	8/27/2031		4,544		(11	)		(22	)		—
CRCI Longhorn Holdings, Inc.	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.85%	8/27/2031		3,030		1,500			1,500			0.15
DMC Holdco, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	7/13/2029		248		246			246			0.02
Integrated Power Services Holdings, Inc.	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.46%	11/22/2028		4,422		4,355			4,413			0.43
Integrated Power Services Holdings, Inc.	(8)(13)	First Lien Term Loan	S + 4.50%	0.75%	9.46%	11/22/2028		6,582		6,577			6,567			0.64
Integrated Power Services Holdings, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.46%	11/22/2028		16,452		(28	)		(36	)		—
Integrated Power Services Holdings, Inc.	(7)	First Lien Revolver	P + 3.50%	0.00%	11.50%	11/22/2027		544		22			30			—
Phillips & Temro Industries Inc.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	9/8/2025		244		243			244			0.02
										30,991			31,030			3.01
Financial Services
Ascensus Group Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 3.50%	0.50%	8.46%	8/2/2028		3,695		3,704			3,700			0.36
Boost Newco Borrower, LLC	(5)	First Lien Term Loan	S + 2.50%	0.00%	7.35%	1/31/2031		5,000		5,012			5,008			0.49
Cerity Partners Equity Holding LLC	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	7/28/2029		5,657		5,633			5,642			0.55
Cerity Partners Equity Holding LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.84%	7/30/2029		359		359			358			0.03
Cerity Partners Equity Holding LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.84%	7/28/2029		26,929		(64	)		(67	)		(0.01	)
Cerity Partners Equity Holding LLC	(7)	First Lien Revolver	S + 5.25%	0.75%	9.84%	7/28/2028		3,266		(8	)		(8	)		—
CFGI Holdings, LLC	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.35%	11/2/2027		4,769		4,700			4,730			0.46
CFGI Holdings, LLC	(7)	First Lien Revolver	S + 4.50%	0.75%	9.35%	11/2/2027		191		(3	)		(2	)		—
Cherry Bekaert Advisory LLC	(8)	First Lien Term Loan	S + 5.25%	0.00%	10.10%	6/30/2028		1,950		1,899			1,950			0.19
Cherry Bekaert Advisory LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.10%	6/30/2028		803		782			803			0.08
Cherry Bekaert Advisory LLC	(7)	First Lien Revolver	S + 5.50%	0.75%	10.35%	6/30/2028		226		(6	)		—			—
Citrin Cooperman Advisors, LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	10/1/2027		832		832			832			0.08
Citrin Cooperman Advisors, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	10/1/2027		2,143		2,143			2,143			0.21
Contractual Buyer, LLC	(8)	First Lien Term Loan	S + 6.00%	0.75%	10.85%	10/10/2030		249		244			249			0.02
Focus Financial Partners, LLC	(5)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	9/11/2031		3,912		3,902			3,904			0.38
Focus Financial Partners, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 3.25%	0.00%	8.10%	9/11/2031		420		(1	)		(1	)		—
Foreside Financial Group, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	10.20%	9/30/2027		5,744		5,662			5,744			0.56
Foreside Financial Group, LLC	(7)	First Lien Revolver	S + 5.25%	1.00%	9.99%	9/30/2027		712		(10	)		—			—
GTCR Everest Borrower, LLC	(5)(8)	First Lien Term Loan	S + 3.00%	0.00%	7.59%	9/5/2031		5,000		4,988			4,948			0.48
Heights Buyer, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.44%	8/25/2028		3,808		3,808			3,808			0.37
Heights Buyer, LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.44%	8/25/2028		620		—			—			—
Heights Buyer, LLC	(7)	First Lien Revolver	S + 5.75%	1.00%	10.44%	8/25/2028		543		31			31			—
Kriv Acquisition Inc.	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.84%	7/6/2029		2,265		2,250			2,254			0.22
Kriv Acquisition Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 6.50%	1.00%	11.09%	7/6/2029		8,343		(21	)		(42	)		—
Kriv Acquisition Inc.		First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	10.84%	7/6/2029		340		335			338			0.03
Kriv Acquisition Inc.	(7)	First Lien Revolver	S + 6.25%	1.00%	10.84%	7/6/2029		377		(2	)		(2	)		—

15

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Financial Services (continued)
Minotaur Acquisition, Inc.	(8)(13)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	6/2/2030	$	24,424	$	24,192		$	24,182			2.34	%
Minotaur Acquisition, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.85%	6/3/2030		8,141		4,032			3,990			0.39
Minotaur Acquisition, Inc.	(7)(13)	First Lien Revolver	S + 5.00%	1.00%	9.85%	6/3/2030		2,442		(24	)		(24	)		—
Neon Maple Purchaser Inc.	(5)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	7/18/2031		5,000		4,988			5,000			0.48
Pathstone Family Office LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.95%	5/15/2029		3,137		3,103			3,114			0.30
Pathstone Family Office LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.95%	5/15/2029		5,319		257			244			0.02
Pathstone Family Office LLC	(7)	First Lien Revolver	S + 5.00%	1.00%	9.95%	5/15/2028		87		34			34			—
RWA Wealth Partners, LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.34%	8/31/2028		103		103			103			0.01
The Chartis Group, LLC	(8)(13)	First Lien Term Loan	S + 4.50%	0.75%	9.35%	9/17/2031		12,660		12,597			12,596			1.22
The Chartis Group, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.00%	9.35%	9/17/2031		3,875		(10	)		(19	)		—
The Chartis Group, LLC	(7)(13)	First Lien Revolver	S + 4.50%	0.00%	9.35%	9/17/2031		1,938		(10	)		(10	)		—
Wealth Enhancement Group, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.09%	10/4/2027		2,880		2,802			2,859			0.28
Wealth Enhancement Group, LLC	(7)	First Lien Revolver	S + 5.50%	1.00%	10.09%	10/2/2027		105		(3	)		(1	)		—
										98,230			98,388			9.54
Food Products
Nonni's Foods LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.70%	6/1/2026		249		247			249			0.02
Primary Products Finance LLC	(5)(6)	First Lien Term Loan	S + 3.50%	0.50%	8.24%	4/2/2029		2,587		2,593			2,591			0.25
RB Holdings Interco, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	5/4/2028		248		245			243			0.03
Sigma Holdco B.V.	(5)	First Lien Term Loan	S + 4.25%	0.00%	9.00%	1/3/2028		4,855		4,837			4,844			0.47
Sugar PPC Buyer LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	10.10%	10/2/2030		249		245			248			0.02
Sugar PPC Buyer LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.10%	10/2/2030		6,800		(16	)		(32	)		—
Ultimate Baked Goods Midco LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.94%	8/13/2027		2,607		2,597			2,581			0.25
Ultimate Baked Goods Midco LLC	(13)	First Lien Term Loan	S + 5.50%	1.00%	10.19%	8/13/2027		578		576			573			0.06
Ultimate Baked Goods Midco LLC	(7)	First Lien Revolver	S + 6.25%	1.00%	10.94%	8/13/2027		373		129			127			0.01
WPP Bullet Buyer, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	12/7/2030		7,463		7,378			7,351			0.71
										18,831			18,775			1.82
Ground Transportation
AMS Parent, LLC	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.71%	10/25/2028		248		244			244			0.02
										244			244			0.02
Health Care Technology
Acentra Holdings, LLC	(8)	First Lien Term Loan	S + 5.50%	0.50%	10.09%	12/17/2029		1,892		1,892			1,883			0.18
Acentra Holdings, LLC	(7)	First Lien Revolver	S + 5.50%	0.50%	10.09%	12/17/2029		94		6			6			—
ATHENAHEALTH GROUP INC.	(5)	First Lien Term Loan	S + 3.25%	0.50%	8.10%	2/15/2029		4,853		4,825			4,831			0.47
Caerus US 1 Inc.	(6)(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	5/25/2029		2,600		2,600			2,561			0.25
Cotiviti, Inc.	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	5/1/2031		4,982		4,994			4,986			0.49
Gainwell Acquisition Corp.	(5)(8)	First Lien Term Loan	S + 4.00%	0.75%	8.95%	10/1/2027		1,990		1,907			1,899			0.18
IMO Investor Holdings, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.09%	5/11/2029		200		197			200			0.02
IMO Investor Holdings, Inc.		First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.09%	5/11/2029		26		25			26			—
Net Health Acquisition Corp.	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	7/3/2031		30,605		30,456			30,462			2.95
Net Health Acquisition Corp.	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.85%	7/3/2031		3,924		(19	)		(18	)		—
										46,883			46,836			4.54

16

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Healthcare Equipment and Supplies
Agiliti Health, Inc.	(5)(8)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	5/1/2030	$	3,980	$	3,963		$	3,875			0.38	%
Alcor Scientific LLC	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.45%	1/31/2028		215		212			215			0.02
Aspen Medical Products, LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.70%	6/10/2025		248		248			248			0.02
Belmont Instrument, LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.84%	8/19/2028		2,977		2,945			2,977			0.29
Blades Buyer, Inc.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.95%	3/28/2028		3,089		3,089			3,080			0.30
Blades Buyer, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.95%	3/28/2028		1,731		1,731			1,726			0.17
Blades Buyer, Inc.	(7)	First Lien Revolver	S + 4.75%	1.00%	9.70%	3/28/2028		155		35			34			—
CDL Parent, Inc.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	12/7/2027		249		245			249			0.02
CPC/Cirtec Holdings, Inc	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	1/30/2029		6,968		6,958			6,935			0.67
CPC/Cirtec Holdings, Inc	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.85%	10/31/2028		670		(3	)		(3	)		—
CVET Midco 2, L.P.	(5)(8)	First Lien Term Loan	S + 5.00%	0.50%	9.85%	10/15/2029		3,038		3,045			2,888			0.28
										22,468			22,224			2.15
Healthcare Providers and Services
AB Centers Acquisition Corporation	(13)	First Lien Term Loan	S + 5.25%	0.75%	9.84%	7/2/2031		8,261		8,200			8,203			0.80
AB Centers Acquisition Corporation	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.84%	7/2/2031		1,502		(5	)		(11	)		—
AB Centers Acquisition Corporation	(7)(13)	First Lien Revolver	S + 5.25%	0.75%	9.84%	7/2/2031		751		(5	)		(5	)		—
ACI Group Holdings, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.45%	8/2/2028		3,412		3,412			3,395			0.33
ACI Group Holdings, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.45%	8/2/2028		1,239		1,235			1,233			0.12
ACI Group Holdings, Inc.	(7)	First Lien Revolver	S + 5.50%	0.75%	10.45%	8/2/2027		298		134			133			0.01
Arrow Management Acquisition, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.59%	10/14/2027		461		452			455			0.05
Arrow Management Acquisition, LLC	(7)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.59%	10/14/2027		2,526		2,474			2,502			0.24
Azalea TopCo, Inc.	(5)(8)	First Lien Term Loan	S + 3.50%	0.00%	8.35%	4/30/2031		4,551		4,532			4,547			0.44
Cardiology Management Holdings, LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.84%	1/31/2029		104		104			104			0.01
Cardiology Management Holdings, LLC	(7)(8)	First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	10.84%	1/31/2029		145		76			76			0.01
Charlotte Buyer, Inc.	(5)	First Lien Term Loan	S + 4.75%	0.50%	9.60%	2/11/2028		4,449		4,463			4,476			0.44
Community Medical Acquisition Corp.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.25%	12/15/2028		248		239			243			0.02
DCA Investment Holding LLC	(8)	First Lien Term Loan	S + 6.41%	0.75%	11.00%	4/3/2028		2,649		2,562			2,603			0.25
DCA Investment Holding LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.41%	0.75%	11.00%	4/3/2028		327		316			321			0.03
DOCS, MSO, LLC	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.70%	6/1/2028		248		241			246			0.03
ENT MSO, LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.19%	12/31/2025		137		136			137			0.01
ENT MSO, LLC	(8)	First Lien Delayed Draw Term Loan	S + 7.00%	1.00%	11.59%	12/31/2025		84		84			84			0.01
ENT MSO, LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.50%	1.00%	11.09%	12/31/2025		27		27			27			—
Golden State Buyer, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	6/22/2026		243		243			243			0.03
ImageFirst Holdings, LLC	(7)	First Lien Revolver	S + 4.00%	0.75%	8.85%	4/27/2028		2,094		384			419			0.04
IvyRehab Intermediate II, LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.69%	4/21/2029		201		198			201			0.02
IvyRehab Intermediate II, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.69%	4/21/2029		12		12			12			—
NJEye LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.25%	3/14/2025		1,060		1,060			1,060			0.10
NJEye LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.25%	3/14/2025		749		749			749			0.08
NJEye LLC	(7)	First Lien Revolver	S + 4.75%	1.00%	9.25%	3/14/2025		184		—			—			—

17

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Healthcare Providers and Services (continued)
OB Hospitalist Group, Inc.	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.99%	9/27/2027	$	230	$	229		$	230			0.02	%
OIS Management Services, LLC	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.44%	11/16/2028		1,728		1,728			1,694			0.16
OIS Management Services, LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.34%	11/16/2028		1,250		1,250			1,225			0.12
ONS MSO, LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	11.20%	7/8/2026		249		247			248			0.03
Orsini Pharmaceutical Services, LLC	(8)	First Lien Term Loan	S + 5.25%	0.75%	10.20%	5/2/2029		4,668		4,616			4,668			0.45
Orsini Pharmaceutical Services, LLC	(7)	First Lien Revolver	S + 5.25%	0.75%	10.20%	5/2/2028		297		(3	)		—			—
Phantom Purchaser, Inc.	(8)(13)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	9/19/2031		20,746		20,695			20,694			2.00
Phantom Purchaser, Inc.	(7)(13)	First Lien Revolver	S + 5.00%	0.00%	9.59%	9/19/2031		2,654		(7	)		(7	)		—
Phynet Dermatology LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.09%	10/20/2029		248		245			248			0.02
PS Intermediate Holdco II, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.45%	4/25/2025		2,713		2,713			2,713			0.26
PS Intermediate Holdco II, LLC	(7)	First Lien Revolver	S + 5.50%	1.00%	10.35%	4/25/2025		265		—			—			—
RxSense Holdings LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.69%	3/11/2026		2,977		2,971			2,977			0.29
SCP Eye Care Holdco, LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.45%	10/7/2029		249		158			158			0.02
Select Medical Corporation	(5)(6)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	3/6/2027		904		907			909			0.09
SM Wellness Holdings, Inc.	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.35%	4/17/2028		223		223			223			0.02
SM Wellness Holdings, Inc.	(8)	Second Lien Term Loan	S + 8.00%	0.75%	12.85%	4/16/2029		26		25			26			—
Smile Doctors LLC	(8)	First Lien Term Loan	S + 5.90%	0.75%	10.59%	12/23/2028		2,477		2,477			2,471			0.24
Smile Doctors LLC	(7)	First Lien Delayed Draw Term Loan	S + 5.90%	0.75%	10.15%	12/23/2028		222		84			84			0.01
Smile Doctors LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.90%	0.75%	10.25%	12/23/2028		279		279			278			0.03
Specialized Dental Holdings II, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.60%	11/1/2027		9,002		956			1,006			0.10
SpecialtyCare, Inc.	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.60%	6/18/2028		2,964		2,723			2,809			0.27
SpecialtyCare, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.60%	6/19/2028		20		19			19			—
STCH Acquisition Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.94%	10/30/2026		2,454		2,454			2,442			0.24
STCH Acquisition Inc.	(8)(13)	First Lien Term Loan	S + 5.25%	0.00%	10.10%	10/30/2026		15,254		15,179			15,178			1.47
STCH Acquisition Inc.	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.69%	10/30/2026		274		274			272			0.03
STCH Acquisition Inc.	(7)	First Lien Revolver	S + 6.00%	0.00%	10.69%	10/30/2026		1,547		(6	)		(8	)		—
Summit Behavioral Healthcare, LLC	(5)(8)	First Lien Term Loan	S + 4.25%	0.75%	9.10%	11/24/2028		3,041		3,041			2,843			0.28
The GI Alliance Management, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.45%	9/15/2028		2,457		2,457			2,426			0.23
The GI Alliance Management, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.24%	9/15/2028		521		521			514			0.05
TST Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.70%	11/27/2026		123		122			123			0.01
Turningpoint Healthcare Solutions, LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.70%	7/14/2027		1,730		1,730			1,717			0.17
Turningpoint Healthcare Solutions, LLC	(7)	First Lien Revolver	S + 4.75%	1.00%	9.70%	7/14/2027		257		141			139			0.01
U.S. Endodontics Partners Holdings, LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.60%	11/1/2027		2,977		2,934			2,977			0.29
United Digestive MSO Parent, LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.24%	3/30/2029		248		248			248			0.02
Urology Management Holdings, Inc.	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.00%	6/15/2027		143		140			141			0.01
Urology Management Holdings, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	9.75%	6/15/2027		105		103			104			0.01
USHV Management, LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.19%	12/23/2027		1,981		1,969			1,946			0.19
USHV Management, LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.38%	1.00%	11.07%	12/23/2027		980		974			962			0.09
Vital Care Buyer, LLC	(13)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	7/30/2031		21,190		21,084			21,088			2.04
Vital Care Buyer, LLC	(7)(13)	First Lien Revolver	S + 4.75%	0.75%	9.34%	7/30/2031		2,789		(14	)		(13	)		—
WCG Purchaser Corp.	(5)(8)	First Lien Term Loan	S + 3.50%	1.00%	8.35%	1/8/2027		4,482		4,493			4,488			0.43
										131,702			131,713			12.77

18

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Hotels, Restaurants and Leisure
Dave & Buster's, Inc.	(5)(6)(8)	First Lien Term Loan	S + 3.25%	0.50%	7.84%	6/29/2029	$	4,987	$	5,003		$	4,977			0.48	%
Dave & Buster's, Inc.	(5)(6)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	9/26/2031		1,087		1,076			1,079			0.10
Movati Athletic (Group) Inc.	(6)(8)(13)	First Lien Term Loan	C + 5.25%	0.00%	9.82%	5/29/2030		CAD 28,803		20,691			21,083			2.05
Movati Athletic (Group) Inc.	(6)(7)(13)	First Lien Delayed Draw Term Loan	C + 5.25%	1.00%	9.82%	5/29/2030		CAD 3,500		(36	)		(26	)		—
Movati Athletic (Group) Inc.	(6)(7)(13)	First Lien Revolver	C + 5.25%	0.00%	9.82%	5/29/2029		CAD 2,625		(29	)		(19	)		—
Southpaw AP Buyer, LLC	(13)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	3/2/2028		23,264		23,092			23,148			2.24
Southpaw AP Buyer, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	9.99%	3/2/2028		4,218		738			737			0.07
Southpaw AP Buyer, LLC	(7)	First Lien Revolver	S + 5.25%	0.00%	10.10%	3/2/2028		2,178		(18	)		(11	)		—
										50,517			50,968			4.94
Household Products
TPC US Parent, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.24%	11/24/2025		180		180			179			0.02
TPC US Parent, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.24%	11/24/2025		69		69			68			0.01
										249			247			0.03
Industrial Conglomerates
FCG Acquisitions, Inc.	(5)(8)	First Lien Term Loan	S + 3.75%	0.50%	8.71%	3/31/2028		4,974		4,962			4,981			0.48
Harvey Tool Company, LLC	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.35%	10/26/2027		3,616		3,492			3,607			0.35
Harvey Tool Company, LLC	(8)(13)	First Lien Term Loan	S + 5.50%	0.75%	10.24%	10/26/2027		16,578		16,499			16,538			1.60
Harvey Tool Company, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.24%	10/26/2027		7,472		897			927			0.09
Harvey Tool Company, LLC	(7)	First Lien Revolver	S + 5.50%	0.75%	10.24%	10/26/2027		2,372		(24	)		(6	)		—
Madison Safety & Flow LLC	(5)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	9/26/2031		4,758		4,760			4,763			0.46
										30,586			30,810			2.98
Independent Power and Renewable Electricity Producers
Alpha Generation LLC	(5)	First Lien Term Loan	S + 2.75%	0.00%	7.60%	9/30/2031		1,985		1,980			1,988			0.19
										1,980			1,988			0.19
Insurance
Accession Risk Management, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	11/1/2029		248		246			247			0.02
Accession Risk Management, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.00%	9.60%	11/1/2029		6,245		(15	)		(30	)		—
Accession Risk Management, Inc.	(7)(13)	First Lien Revolver	S + 4.75%	0.75%	9.60%	11/1/2029		694		(2	)		(3	)		—
Acrisure, LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	11/6/2030		4,172		4,176			4,139			0.40
Alera Group, Inc.	(8)	First Lien Term Loan	S + 5.25%	0.75%	10.10%	10/2/2028		2,318		2,298			2,294			0.22
Alera Group, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.10%	10/2/2028		659		653			652			0.06
AMBA Buyer, Inc.	(8)	First Lien Term Loan	S + 5.25%	0.75%	9.94%	7/30/2027		3,612		3,584			3,585			0.35
AMBA Buyer, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	9.94%	7/30/2027		1,076		1,067			1,068			0.10
AMBA Buyer, Inc.	(7)	First Lien Revolver	S + 5.25%	0.75%	9.94%	7/30/2027		276		(2	)		(2	)		—
Amerilife Holdings LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.25%	8/31/2029		5,861		5,808			5,847			0.57
Amerilife Holdings LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.85%	8/31/2029		14,799		4,640			4,633			0.45
Amerilife Holdings LLC	(7)	First Lien Revolver	S + 5.00%	0.75%	9.85%	8/31/2028		595		(5	)		(1	)		—
Ardonagh Midco 3 Limited	(5)	First Lien Term Loan	S + 3.75%	0.00%	8.00%	2/17/2031		5,000		4,975			5,018			0.49
AssuredPartners, Inc	(5)(8)	First Lien Term Loan	S + 3.50%	0.50%	8.35%	2/14/2031		4,902		4,904			4,903			0.47
Asurion, LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.21%	12/23/2026		4,154		4,101			4,155			0.40

19

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Insurance (continued)
Baldwin Insurance Group Holdings, LLC, The	(5)(6)(8)	First Lien Term Loan	S + 3.25%	1.00%	8.10%	5/26/2031	$	1,682	$	1,684		$	1,686			0.16	%
Beyond Risk Parent Holdings, Inc.		First Lien Term Loan	S + 4.50%	0.75%	9.19%	10/8/2027		82		82			82			0.01
Beyond Risk Parent Holdings, Inc.		First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.19%	10/8/2027		166		165			166			0.02
Broadstreet Partners, Inc.	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	6/13/2031		3,882		3,877			3,895			0.38
Galway Borrower LLC	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.09%	9/29/2028		2,654		2,560			2,629			0.25
Imagine 360 LLC	(8)(13)	First Lien Term Loan	S + 5.00%	0.00%	9.59%	9/30/2028		20,490		20,398			20,388			1.97
Imagine 360 LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.59%	9/30/2028		10,122		(25	)		(51	)		—
Imagine 360 LLC	(7)	First Lien Revolver	S + 5.00%	0.00%	9.74%	9/30/2028		4,326		(22	)		(43	)		—
Integrity Marketing Acquisition, LLC	(8)(13)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	8/25/2028		4,630		4,602			4,610			0.45
Integrity Marketing Acquisition, LLC	(7)	First Lien Revolver	S + 6.50%	1.00%	11.35%	8/25/2028		122		(1	)		(1	)		—
KWOR Acquisition, Inc.	(8)	First Lien Term Loan	P + 4.25%	1.00%	12.25%	12/22/2028		3,868		3,809			3,520			0.34
KWOR Acquisition, Inc.	(8)	First Lien Delayed Draw Term Loan	P + 4.25%	0.00%	12.25%	12/22/2028		260		256			237			0.02
KWOR Acquisition, Inc.		First Lien Revolver	P + 4.25%	0.00%	12.25%	12/22/2027		157		155			143			0.01
McLarens Midco Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.24%	12/19/2025		2,734		2,716			2,734			0.26
McLarens Midco Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.24%	12/19/2025		2,228		2,213			2,228			0.22
Oakbridge Insurance Agency, LLC	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.35%	11/1/2029		249		246			249			0.02
OneDigital Borrower LLC	(5)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	7/2/2031		3,276		3,261			3,275			0.32
Pareto Health Intermediate Holdings, Inc.	(8)	First Lien Term Loan	S + 6.25%	0.00%	10.84%	5/31/2030		1,823		1,823			1,823			0.18
Pareto Health Intermediate Holdings, Inc.	(7)	First Lien Revolver	S + 6.50%	1.00%	11.35%	6/1/2029		163		—			—			—
Patriot Growth Insurance Services, LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.74%	10/16/2028		194		187			193			0.02
Patriot Growth Insurance Services, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.74%	10/16/2028		54		52			54			0.01
Riser Interco LLC	(8)	First Lien Term Loan	S + 6.00%	0.75%	10.59%	10/31/2029		2,978		2,952			2,963			0.29
Riser Interco LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.85%	10/31/2029		31,632		26,696			26,735			2.59
Simplicity Financial Marketing Group Holdings Inc.	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.74%	12/2/2026		56		55			55			0.01
Simplicity Financial Marketing Group Holdings Inc.	(8)	First Lien Term Loan	S + 6.29%	1.00%	11.03%	12/2/2026		836		826			836			0.08
Simplicity Financial Marketing Group Holdings Inc.	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.74%	12/2/2026		676		664			666			0.06
Simplicity Financial Marketing Group Holdings Inc.	(8)	First Lien Delayed Draw Term Loan	S + 6.29%	1.00%	11.03%	12/2/2026		1,409		1,392			1,409			0.14
Summit Acquisition Inc.	(8)	First Lien Term Loan	S + 6.50%	0.75%	11.09%	5/1/2030		248		248			248			0.02
THG Acquisition, LLC		First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.45%	12/2/2026		4,577		4,577			4,577			0.44
World Insurance Associates, LLC	(8)	First Lien Term Loan	S + 6.75%	1.00%	11.34%	4/3/2028		782		782			782			0.08
World Insurance Associates, LLC	(7)	First Lien Revolver	S + 6.00%	1.00%	10.85%	4/3/2028		212		(1	)		—			—
										122,657			122,593			11.88

20

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
IT Services
Cardinal Parent, Inc.	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.24%	11/12/2027	$	248	$	231		$	232			0.02		%
LogicMonitor, Inc.	(8)	First Lien Term Loan	S + 6.50%	0.00%	11.09%	5/15/2026		250		250			250			0.02
Marco Technologies, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	10.10%	11/24/2026		250		247			250			0.02
NTI Connect, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	7/31/2027		144		143			142			0.01
NTI Connect, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.74%	7/31/2027		27		26			26			—
OEConnection LLC	(13)	First Lien Term Loan	S + 5.25%	0.75%	10.10%	4/22/2031		25,674		25,615			25,674			2.49
OEConnection LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.10%	4/22/2031		4,469		(5	)		—			—
OEConnection LLC	(7)(13)	First Lien Revolver	S + 5.25%	0.75%	10.10%	4/22/2031		2,793		(7	)		—			—
Ridge Trail US Bidco, Inc.	(7)(8)(13)	First Lien Term Loan	S + 4.75%	0.75%	9.60%	9/30/2031		6,893		(17	)		(52	)		(0.01	)
Ridge Trail US Bidco, Inc.	(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.00%	9.60%	9/30/2031		19,989		19,839			19,839			1.93
Ridge Trail US Bidco, Inc.	(7)(13)	First Lien Revolver	S + 4.75%	0.00%	9.60%	3/30/2031		2,298		319			327			0.03
Safety Borrower Holdings LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	10.21%	9/1/2027		248		246			248			0.03
SailPoint Technologies Holdings, Inc.	(8)	First Lien Term Loan	S + 6.00%	0.75%	10.59%	8/16/2029		250		250			250			0.03
Spirit RR Holdings, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.69%	9/13/2028		5,957		5,957			5,942			0.58
Spirit RR Holdings, Inc.	(7)	First Lien Revolver	S + 5.00%	0.75%	9.59%	9/13/2028		497		—			(1	)		—
										53,094			53,127			5.15
Leisure Products
Topgolf Callaway Brands Corp.	(5)(6)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	3/18/2030		2,307		2,315			2,277			0.22
										2,315			2,277			0.22
Life Sciences Tools & Services
Emmes Blocker, Inc.	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.34%	7/7/2028		149		149			149			0.01
Emmes Blocker, Inc.		First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	10.34%	7/7/2028		100		99			100			0.01
KWOL Acquisition, Inc.	(8)	First Lien Term Loan	S + 6.25%	0.75%	10.50%	12/12/2029		249		245			249			0.02
Parexel International Inc.	(5)(8)	First Lien Term Loan	S + 3.00%	0.50%	7.85%	11/15/2028		2,367		2,372			2,370			0.24
Sotera Health Holdings, LLC	(5)(6)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	5/30/2031		4,173		4,161			4,166			0.41
										7,026			7,034			0.69
Machinery
Arch Cutting Tools Corp.	(8)	First Lien Term Loan	S + 4.75%	0.00%	9.44%	4/1/2026		248		244			247			0.03
CD&R Hydra Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 4.00%	0.00%	8.95%	3/25/2031		4,887		4,908			4,861			0.47
Clyde Industries US Holdco, Inc.	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	12/18/2025		230		230			230			0.02
Dynatect Group Holdings, Inc.	(8)	First Lien Term Loan	P + 3.50%	1.00%	11.50%	9/30/2026		1,752		1,752			1,752			0.17
Dynatect Group Holdings, Inc.	(7)	First Lien Revolver	S + 4.50%	1.00%	9.19%	6/30/2026		1,236		—			—			—
Flow Control Solutions, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	3/30/2029		143		142			142			0.01
Flow Control Solutions, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	3/31/2029		38		38			38			—
Flow Control Solutions, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	3/31/2029		68		67			67			0.01
Flow Control Solutions, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	3/30/2029		7,901		142			112			0.01
Flow Control Solutions, Inc.	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.59%	3/31/2029		1,411		(11	)		(10	)		—
Merlin Buyer, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.50%	9.34%	12/14/2028		2,384		2,315			2,384			0.23
Merlin Buyer, Inc.	(7)	First Lien Revolver	S + 3.75%	0.00%	8.60%	12/14/2026		598		(6	)		(6	)		—
Process Insights Acquisition, Inc.	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.59%	7/18/2029		248		247			248			0.03
SPX Flow, Inc.	(5)	First Lien Term Loan	S + 3.50%	0.50%	8.35%	4/5/2029		2,857		2,864			2,864			0.28
WCI-Cedar Purchaser, LLC	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.35%	12/31/2027		249		249			244			0.02
										13,181			13,173			1.28

21

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Media
Arches Buyer Inc.	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.20%	12/6/2027	$	2,977	$	2,905		$	2,862			0.28		%
Getty Images, Inc.	(5)(6)(8)	First Lien Term Loan	S + 4.50%	0.00%	9.45%	2/19/2026		4,676		4,691			4,659			0.45
Klick, Inc.	(6)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.09%	3/31/2028		2,369		2,368			2,345			0.23
Klick, Inc.	(6)(7)	First Lien Revolver	S + 4.50%	1.00%	9.09%	3/31/2028		813		—			(8	)		—
MH Sub I, LLC (Micro Holding Corp.)	(5)(8)	First Lien Term Loan	S + 4.25%	0.00%	9.10%	5/3/2028		4,975		4,965			4,949			0.48
Planet US Buyer LLC	(5)	First Lien Term Loan	S + 3.50%	0.00%	8.09%	2/7/2031		1,995		2,002			2,007			0.19
Red Ventures, LLC (New Imagitas, Inc.)	(5)(8)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	3/3/2030		1,990		1,992			1,973			0.19
Trunk Acquisition, Inc.	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.49%	2/19/2027		232		232			232			0.02
Trunk Acquisition, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.49%	2/19/2027		16		16			16			—
W2O Holdings, Inc.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.00%	6/12/2028		4,961		4,941			4,936			0.48
W2O Holdings, INC.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.00%	9.60%	6/12/2028		17,862		(45	)		(89	)		(0.01	)
										24,067			23,882			2.31
Oil, Gas and Consumable Fuels
Brazos Delaware II, LLC	(5)(8)	First Lien Term Loan	S + 3.50%	0.50%	7.75%	2/11/2030		1,990		1,993			1,995			0.19
EDPO, LLC	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.35%	12/8/2027		4,775		4,775			4,775			0.47
EDPO, LLC	(7)	First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.35%	12/8/2027		131		—			—			—
EDPO, LLC	(7)	First Lien Revolver	S + 4.50%	1.00%	9.35%	12/8/2026		57		—			—			—
Medallion Midland Acquisition, L.P.	(5)(8)	First Lien Term Loan	S + 3.50%	0.00%	8.35%	10/18/2028		1,990		1,997			1,995			0.20
Valicor PPC Intermediate II LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	7/24/2028		5,923		5,916			5,909			0.57
Valicor PPC Intermediate II LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.85%	7/24/2028		42		42			42			—
Valicor PPC Intermediate II LLC	(7)(13)	First Lien Revolver	S + 5.00%	1.00%	9.85%	1/24/2028		1,128		119			119			0.01
										14,842			14,835			1.44
Pharmaceuticals
Bridges Consumer Healthcare Intermediate LLC	(8)	First Lien Term Loan	S + 6.19%	1.00%	10.88%	1/20/2027		248		245			248			0.03
Exactcare Parent Inc.	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.09%	11/5/2029		249		244			249			0.02
										489			497			0.05
Professional Services
Analytic Partners, LP	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	4/4/2028		248		245			248			0.02
Applied Technical Services, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.49%	12/29/2026		115		114			113			0.01
Applied Technical Services, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.74%	12/29/2026		24		24			24			—
Applied Technical Services, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.49%	12/29/2026		108		107			106			0.01
Aprio Advisory Group, LLC	(13)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	8/1/2031		18,485		18,438			18,440			1.79
Aprio Advisory Group, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	9.34%	8/1/2031		8,037		(10	)		(19	)		—
Aprio Advisory Group, LLC	(7)(13)	First Lien Revolver	S + 4.75%	0.75%	9.34%	8/1/2031		4,018		1,276			1,276			0.12
Clinical Education Alliance, LLC	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.24%	12/21/2026		45		44			45			—
Clinical Education Alliance, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.74%	12/21/2026		203		198			200			0.02

22

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Professional Services (continued)
DISA Holdings Corp.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.59%	9/9/2028	$	196	$	196		$	196			0.02		%
DISA Holdings Corp.		First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.59%	9/9/2028		53		53			53			0.01
DTI Holdco, Inc.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.60%	4/26/2029		248		228			249			0.03
Foreigner Bidco Inc.	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.45%	4/19/2028		225		225			225			0.02
Foreigner Bidco Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.45%	4/19/2028		25		25			25			—
Garda World Security Corporation	(5)(6)	First Lien Term Loan	S + 3.50%	0.00%	8.35%	2/1/2029		3,000		3,008			3,003			0.29
Grant Thornton Advisors LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	5/31/2031		4,551		4,559			4,563			0.44
HSI Halo Acquisition, Inc.	(13)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	6/28/2031		8,217		8,197			8,196			0.80
HSI Halo Acquisition, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.59%	6/28/2031		1,467		253			251			0.02
HSI Halo Acquisition, Inc.	(7)(13)	First Lien Revolver	S + 4.75%	0.00%	9.60%	6/28/2030		978		(2	)		(2	)		—
Iris Buyer LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.84%	10/2/2030		248		244			244			0.02
Marina Acquisition, Inc.	(13)	First Lien Term Loan	S + 5.00%	1.00%	9.59%	7/1/2030		10,041		9,942			9,941			0.96
Marina Acquisition, Inc.	(7)(13)	First Lien Revolver	P + 4.00%	0.00%	12.00%	7/1/2030		1,434		15			14			—
MHE Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.74%	7/21/2027		407		404			407			0.04
MHE Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 6.25%	1.00%	10.99%	7/21/2027		33		32			33			—
MHE Intermediate Holdings, LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.24%	7/21/2027		29		29			29			—
MHE Intermediate Holdings, LLC	(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	10.74%	7/21/2027		173		171			173			0.02
MHE Intermediate Holdings, LLC	(7)	First Lien Revolver	S + 6.00%	1.00%	11.47%	7/21/2027		60		—			—			—
OMNIA Partners, LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	7/25/2030		4,500		4,522			4,518			0.44
Propio LS, LLC	(8)	First Lien Term Loan	S + 4.50%	0.75%	8.75%	7/17/2030		14,364		14,287			14,292			1.39
Propio LS, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.00%	9.35%	7/17/2030		11,074		(27	)		(55	)		(0.01	)
Propio LS, LLC	(7)(13)	First Lien Revolver	S + 4.50%	0.75%	9.35%	7/17/2029		5,537		(27	)		(28	)		—
Ruppert Landscape, LLC	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.74%	12/1/2028		576		564			570			0.06
Ruppert Landscape, LLC	(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.50%	12/1/2028		2,401		2,353			2,377			0.23
Ruppert Landscape, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	10.25%	12/1/2028		11,899		(54	)		(119	)		(0.01	)
Ruppert Landscape, LLC	(7)(13)	First Lien Revolver	S + 5.00%	0.75%	9.50%	12/1/2028		793		124			124			0.01
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)	(5)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	7/31/2031		4,509		4,500			4,505			0.44
Skopima Consilio Parent LLC	(5)(8)	First Lien Term Loan	S + 4.00%	0.50%	8.96%	5/12/2028		4,974		4,967			4,973			0.48
Tempo Buyer Corp.	(8)	First Lien Term Loan	S + 4.75%	0.75%	9.34%	8/26/2028		248		247			248			0.02
TRC Companies LLC	(5)(8)	First Lien Term Loan	S + 3.75%	0.50%	8.71%	12/8/2028		4,648		4,650			4,652			0.46
USRP Holdings, Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	12/31/2029		4,360		4,360			4,338			0.42
USRP Holdings, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.85%	12/31/2029		17,872		(43	)		(88	)		(0.01	)
USRP Holdings, Inc.	(7)	First Lien Revolver	S + 5.75%	0.00%	10.70%	12/31/2029		2,290		(10	)		(11	)		—
Vensure Employer Services, Inc.	(8)(13)	First Lien Term Loan	S + 5.00%	0.50%	9.59%	9/27/2031		8,762		8,719			8,718			0.84
Vensure Employer Services, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	9.85%	9/27/2031		2,488		(6	)		(12	)		—
										97,141			97,035			9.40
Real Estate Management and Development
Sako and Partners Lower Holdings LLC	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.09%	9/15/2028		5,862		5,852			5,849			0.57
Sako and Partners Lower Holdings LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.50%	1.00%	9.24%	9/15/2028		896		896			894			0.09
Sako and Partners Lower Holdings LLC	(7)	First Lien Revolver	S + 4.75%	1.00%	9.60%	9/15/2028		746		(2	)		(2	)		—
										6,746			6,741			0.66

23

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Software
365 Retail Markets, LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.49%	12/23/2026	$	138	$	138		$	138			0.01		%
365 Retail Markets, LLC	(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.49%	12/23/2026		111		111			110			0.01
Adelaide Borrower, LLC	(8)(13)	First Lien Term Loan	S + 6.75% (Incl. 3.38% PIK)	0.75%	11.34% (Incl. 3.38% PIK)	5/8/2030		7,389		7,249			7,297			0.71
Adelaide Borrower, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 6.75% (Incl. 3.38% PIK)	0.00%	11.34% (Incl. 3.38% PIK)	5/8/2030		1,670		(16	)		(21	)		—
Adelaide Borrower, LLC	(7)(13)	First Lien Revolver	S + 3.38%	0.75%	8.22%	5/8/2030		1,040		(20	)		(13	)		—
Artifact Bidco, Inc.	(8)(13)	First Lien Term Loan	S + 4.50%	0.50%	9.09%	7/25/2031		6,709		6,644			6,661			0.65
Artifact Bidco, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.50%	9.09%	7/25/2031		1,642		(8	)		(12	)		—
Artifact Bidco, Inc.	(7)(13)	First Lien Revolver	S + 4.50%	0.50%	9.09%	7/26/2030		1,173		(11	)		(8	)		—
Banker's Toolbox, Inc.	(8)	First Lien Term Loan	S + 4.50%	0.75%	9.09%	7/27/2027		16,265		16,118			16,190			1.57
Banker's Toolbox, Inc.	(7)	First Lien Revolver	S + 5.50%	0.75%	10.35%	7/27/2027		637		(5	)		(3	)		—
Bluecat Networks (USA) Inc.	(6)(8)	First Lien Term Loan	S + 5.75% (Incl. 2.00% PIK)	0.75%	10.34% (Incl. 2.00% PIK)	8/8/2028		184		184			182			0.02
Bluecat Networks (USA) Inc.	(6)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	10.34%	8/8/2028		24		24			24			—
Bluecat Networks (USA) Inc.	(6)(8)	First Lien Delayed Draw Term Loan	S + 5.75% (Incl. 2.00% PIK)	0.75%	10.34% (Incl. 2.00% PIK)	8/8/2028		34		34			34			—
Boxer Parent Company Inc.	(5)	First Lien Term Loan	S + 3.75%	0.00%	8.34%	7/30/2031		5,000		4,988			4,990			0.48
Central Parent LLC	(5)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.10%	7/6/2029		5,000		4,990			4,957			0.48
ConnectWise, LLC	(5)	First Lien Term Loan	S + 3.50%	0.50%	8.35%	9/29/2028		4,987		4,975			4,990			0.48
DT Intermediate Holdco, Inc.	(8)	First Lien Term Loan	S + 6.00% (Incl. 3.25% PIK)	0.75%	10.59% (Incl. 3.25% PIK)	2/24/2028		3,898		3,889			3,878			0.38
DT Intermediate Holdco, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 2.75%	0.00%	7.60%	2/24/2028		14,790		(36	)		(74	)		(0.01	)
e-Discovery AcquireCo, LLC	(8)	First Lien Term Loan	S + 6.50%	1.00%	11.09%	8/29/2029		250		249			250			0.02
e-Discovery AcquireCo, LLC	(8)(13)	First Lien Term Loan	S + 5.75%	1.00%	10.60%	8/29/2029		1,533		1,529			1,521			0.15
Eclipse Buyer, Inc.	(13)	First Lien Term Loan	S + 4.75%	0.50%	9.34%	9/5/2031		15,724		15,647			15,646			1.52
Eclipse Buyer, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.50%	9.34%	9/5/2031		2,665		(7	)		(13	)		—
Eclipse Buyer, Inc.	(7)(13)	First Lien Revolver	S + 4.75%	0.50%	9.34%	9/5/2031		1,352		(7	)		(7	)		—
Enverus Holdings, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.35%	12/22/2029		2,304		2,273			2,304			0.22
Enverus Holdings, Inc.	(7)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.35%	12/22/2029		116		(2	)		—			—
Enverus Holdings, Inc.	(7)	First Lien Revolver	S + 5.50%	0.75%	10.35%	12/22/2029		174		9			11			—
ESG Investments, Inc.	(8)	First Lien Term Loan	S + 4.50%	1.00%	9.24%	3/11/2028		140		138			140			0.01
ESG Investments, Inc.		First Lien Delayed Draw Term Loan	S + 4.50%	1.00%	9.24%	3/11/2028		17		17			17			—
Kipu Buyer, LLC	(8)	First Lien Term Loan	S + 4.25%	1.00%	8.84%	1/27/2027		2,258		2,227			2,252			0.22
Kipu Buyer, LLC	(7)	First Lien Revolver	S + 4.25%	0.00%	8.84%	1/27/2026		365		(4	)		(1	)		—
KPA Parent Holdings, Inc.	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.70%	7/17/2026		3,537		3,504			3,537			0.34
KPA Parent Holdings, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	10.70%	7/19/2026		1,024		1,014			1,024			0.10
KPA Parent Holdings, Inc.	(7)	First Lien Revolver	S + 6.00%	1.00%	10.95%	7/17/2026		403		(4	)		—			—

24

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Software (continued)
Litera Bidco LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	9.85%	5/1/2028	$	5,214	$	5,205		$	5,201			0.50		%
Litera Bidco LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.60%	5/1/2028		2,847		959			956			0.09
Litera Bidco LLC	(7)	First Lien Revolver	S + 4.75%	1.00%	9.60%	5/1/2028		434		—			(1	)		—
McAfee Corp.	(5)(8)	First Lien Term Loan	S + 3.25%	0.50%	8.10%	3/1/2029		4,761		4,766			4,750			0.46
MercuryGate International, Inc.	(8)	First Lien Term Loan	P + 4.00%	1.00%	12.00%	8/21/2026		4,430		4,389			4,430			0.43
MercuryGate International, Inc.	(7)	First Lien Revolver	S + 4.75%	1.00%	9.60%	8/23/2026		537		(5	)		—			—
Montana Buyer Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	7/22/2029		25,427		25,420			25,366			2.46
Montana Buyer Inc.	(7)(13)	First Lien Revolver	P + 4.00%	0.00%	12.00%	7/21/2028		2,352		402			397			0.04
MRI Software LLC	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.34%	2/10/2027		248		244			247			0.02
MRI Software LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.34%	2/10/2027		1,724		420			416			0.04
Nasuni Corporation	(13)	First Lien Term Loan	S + 5.75%	0.75%	10.34%	9/10/2030		6,250		6,204			6,203			0.60
Nasuni Corporation	(7)(13)	First Lien Revolver	S + 5.75%	1.00%	10.60%	9/10/2030		1,302		(10	)		(10	)		—
Navex TopCo, Inc.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.35%	11/8/2030		7,463		7,381			7,463			0.72
North Star Acquisitionco, LLC	(6)(8)	First Lien Term Loan	S + 5.00%	1.00%	9.59%	5/3/2029		4,084		4,084			4,074			0.39
North Star Acquisitionco, LLC	(6)(8)(13)	First Lien Term Loan	S + 5.00%	1.00%	9.25%	5/3/2029		2,379		2,367			2,373			0.23
North Star Acquisitionco, LLC	(6)(8)	First Lien Term Loan	C + 5.00%	1.00%	9.25%	5/3/2029		CAD 9,110		6,579			6,719			0.65
North Star Acquisitionco, LLC	(6)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	9.25%	5/3/2029		2,094		369			368			0.04
North Star Acquisitionco, LLC	(6)(7)	First Lien Revolver	S + 5.00%	1.00%	9.25%	5/3/2029		2,275		1,227			1,230			0.12
Pegasus Transtech Holding, LLC	(8)	First Lien Term Loan	S + 6.00%	1.00%	10.85%	11/17/2026		247		247			247			0.02
Pegasus Transtech Holding, LLC	(13)	First Lien Term Loan	S + 6.00%	0.00%	10.85%	11/17/2026		10		10			10			—
Perforce Software, Inc.	(8)	First Lien Term Loan	S + 4.50%	0.50%	9.35%	7/1/2026		2,977		2,905			2,981			0.29
Prism Parent Co. Inc.	(8)	First Lien Term Loan	S + 5.00%	0.75%	9.85%	9/19/2028		3,962		3,962			3,882			0.38
Prism Parent Co. Inc.	(7)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	9.85%	9/19/2028		403		(1	)		(8	)		—
Proofpoint, Inc.	(5)	First Lien Term Loan	S + 3.00%	0.50%	7.85%	8/31/2028		3,562		3,571			3,565			0.35
Rally Buyer, Inc.	(8)	First Lien Term Loan	S + 5.75%	0.75%	10.34%	7/19/2028		177		177			159			0.02
Rally Buyer, Inc.		First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	10.34%	7/19/2028		15		15			14			—
Renaissance Holding Corp	(8)	First Lien Term Loan	S + 4.25%	0.50%	9.10%	4/8/2030		248		249			248			0.02
Routeware, Inc.	(8)(13)	First Lien Term Loan	S + 5.25%	0.00%	9.84%	9/18/2031		6,364		6,332			6,332			0.61
Routeware, Inc.	(7)(13)	First Lien Delayed Draw Term Loan	S + 8.00%	0.00%	12.85%	9/18/2031		2,955		(7	)		(15	)		—
Routeware, Inc.	(7)(13)	First Lien Revolver	S + 8.00%	0.00%	12.85%	9/18/2031		682		(3	)		(3	)		—
Thunder Purchaser, Inc.	(8)	First Lien Term Loan	S + 5.50%	1.00%	10.24%	6/30/2028		188		187			188			0.02
Thunder Purchaser, Inc.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.24%	6/30/2028		60		59			60			0.01
Trimech Acquisition Corp.	(8)	First Lien Term Loan	S + 4.75%	1.00%	9.34%	3/10/2028		5,923		5,915			5,864			0.57
Trimech Acquisition Corp.	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	9.34%	3/10/2028		13,303		(33	)		(141	)		(0.01	)
Trimech Acquisition Corp.	(7)	First Lien Revolver	S + 4.75%	0.00%	9.49%	3/10/2028		7,004		387			350			0.03
WatchGuard Technologies, Inc.	(8)	First Lien Term Loan	S + 5.25%	0.75%	10.10%	7/2/2029		248		240			246			0.02
										170,044			170,162			16.48

25

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Specialty Retail
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	(5)(8)	First Lien Term Loan	S + 3.00%	0.00%	7.85%	4/23/2031	$	1,986	$	1,986		$	1,989			0.19	%
Mavis Tire Express Services Topco, Corp.	(5)(8)	First Lien Term Loan	S + 3.50%	0.75%	8.35%	5/4/2028		3,488		3,492			3,490			0.34
Monahan Products, LLC	(8)	First Lien Term Loan	S + 5.50%	0.00%	10.35%	8/27/2027		248		245			248			0.03
PetSmart LLC	(5)(8)	First Lien Term Loan	S + 3.75%	0.75%	8.70%	2/11/2028		3,237		3,220			3,214			0.31
Shock Doctor Intermediate, LLC	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	11/20/2029		248		246			248			0.02
										9,189			9,189			0.89
Technology Hardware, Storage and Peripherals
TA TT Buyer, LLC	(8)	First Lien Term Loan	S + 4.75%	0.50%	9.34%	4/2/2029		2,985		2,973			2,985			0.29
UBEO, LLC	(8)	First Lien Term Loan	S + 5.25%	1.00%	9.99%	4/3/2026		814		812			814			0.08
Victors Purchaser, LLC	(13)	First Lien Term Loan	S + 4.75%	0.50%	9.34%	8/15/2031		9,217		9,194			9,195			0.89
Victors Purchaser, LLC	(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.50%	9.34%	8/15/2031		2,194		(3	)		(5	)		—
Victors Purchaser, LLC	(7)(13)	First Lien Revolver	S + 4.75%	0.50%	9.34%	8/15/2031		1,254		(3	)		(3	)		—
										12,973			12,986			1.26
Textiles Apparel and Luxury Goods
Varsity Brands, Inc.	(5)	First Lien Term Loan	S + 3.75%	0.00%	8.34%	8/26/2031		4,468		4,447			4,443			0.43
										4,447			4,443			0.43
Trading Companies and Distributors
BCPE Empire Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.00%	0.50%	8.85%	12/11/2028		4,975		4,991			4,983			0.48
Graffiti Buyer, Inc.	(8)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.19%	8/10/2027		5,865		5,806			5,786			0.56
Graffiti Buyer, Inc.	(7)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.19%	8/10/2027		3,790		2,036			2,015			0.20
Kele Holdco, Inc.	(8)	First Lien Term Loan	S + 5.25%	1.00%	10.20%	2/20/2026		2,644		2,644			2,644			0.26
Kele Holdco, Inc.	(7)	First Lien Revolver	S + 5.25%	1.00%	10.20%	2/20/2026		342		26			26			—
										15,503			15,454			1.50
Wireless Telecommunication Services
Alert Media, Inc.	(8)	First Lien Term Loan	S + 6.75% (Incl. 10.34% PIK)	1.00%	11.34% (Incl. 10.34% PIK)	4/12/2027		126		126			125			0.01
Alert Media, Inc.	(8)	First Lien Term Loan	S + 5.75%	1.00%	10.34%	4/12/2027		131		131			131			0.01
CCI Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 4.00%	0.75%	8.85%	12/17/2027		4,619		4,613			4,618			0.45
DAS Purchaser 2 Corp.	(8)	First Lien Term Loan	S + 5.50%	0.75%	10.19%	4/30/2027		83		82			79			0.01
DAS Purchaser 2 Corp.	(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.19%	4/30/2027		165		163			156			0.02
										5,115			5,109			0.50
Total Secured Debt Investments										1,536,293			1,536,173			148.79

26

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
Unsecured Debt Investments
Diversified Consumer Services
AVG Intermediate Holdings LLC		Subordinated Unsecured Term Loan	13.75% PIK	0.00%	13.75% PIK	3/16/2028	$	728	$	728	$	680		0.07	%
AVG Intermediate Holdings LLC		Subordinated Unsecured Delayed Draw Term Loan	13.75% PIK	0.00%	13.75% PIK	3/16/2028		278		278		260		0.03
PPV Intermediate Holdings, LLC	(3)(8)	Subordinated Unsecured Delayed Draw Term Loan	13.75% PIK	0.00%	13.75% PIK	8/31/2030		—		—		—		—
VetCor Group Holdings LLC		Subordinated Unsecured Term Loan	13.75% PIK	0.00%	13.75% PIK	8/31/2030		5		5		5		—
VetCor Group Holdings LLC		Subordinated Unsecured Term Loan	14.75% PIK	0.00%	14.75% PIK	8/31/2030		2		2		1		—
VetCor Group Holdings LLC	(3)	Subordinated Unsecured Delayed Draw Term Loan	13.75% PIK	0.00%	13.75% PIK	8/31/2030		—		—		—		—
										1,013		946		0.10
Health Care Technology
Employee Health Co.		Unsecured Term Loan	13.75% PIK	0.00%	13.75% PIK	11/10/2031		266		261		261		0.03
										261		261		0.03
Healthcare Providers and Services
OB Hospitalist Group, Inc.		Subordinated Unsecured Term Loan	14.70% PIK	1.00%	14.70% PIK	9/27/2028		21		20		20		—
										20		20		—
Total Unsecured Debt Investments										1,294		1,227		0.13
Equity Investments
Auto Components
EAH Holdco, LLC	(3)(11)	Common						—		136		166		0.02
QAS Parent, LLC	(11)	Common						237		366		407		0.03
										502		573		0.05
Building Products
MDC Interior Acquisition Inc	(11)	Common						1		894		977		0.09
										894		977		0.09
Capital Markets
Arax MidCo, LLC	(6)(7)(12)(13)	Common						1,154		721		505		0.04
										721		505		0.04
Commercial Services and Supplies
Hercules Blocker LLC	(9)(11)	Common						140		251		238		0.02
KAWP Holdings, L.P.	(3)(11)	Common						—		309		284		0.03
Zinc Buyer Corporation	(12)(13)	LP Units						242		242		242		0.02
										802		764		0.07

27

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
Construction & Engineering
Hydraulic Technologies USA LLC	(12)(13)	Common					$	8	$	8	$	7		—	%
Hydraulic Technologies USA LLC	(12)(13)	Preferred						743		743		728		0.07
MEI Co-Investor Aggregator LLC	(11)	Common						1		796		953		0.09
										1,547		1,688		0.16
Diversified Consumer Services
American Veterinary Group Holdings, LLC	(11)	Common						243		387		177		0.02
Four Seasons Blocker Aggregator, LP	(3)(11)	Common						—		203		186		0.02
GS Seer Group Holdings, LLC	(3)(11)	Common						—		110		109		0.01
Health Aggregator LLC	(3)(11)	Common						—		159		143		0.01
Home Service HoldCo, Inc.	(11)	Common						2		264		250		0.02
US Fitness Holdings, LLC	(12)(13)	Common						3		3,182		3,182		0.31
VPP Group Holdings, L.P.	(3)(11)	Common						—		265		251		0.02
										4,570		4,298		0.41
Energy Equipment and Services
CRCI Longhorn Holdings, Inc.	(12)(13)	LP Units						1		1,154		1,154		0.11
Tiger Parent Holdco L.P.	(3)(11)	Common						—		895		1,075		0.10
										2,049		2,229		0.21
Financial Services
Cerity Partners Equity Holding LLC	(7)(12)(13)	Preferred						2,325		1,408		1,362		0.13
GC Mountaintop Intermediate II Inc	(11)	Preferred						659		782		837		0.08
GC Mountaintop Holdings, LLC	(11)	Common						507		648		908		0.09
										2,838		3,107		0.30
Healthcare Providers and Services
AB Centers Acquisition Corporation	(11)	Preferred						136		322		586		0.06
Oral Surgery Holdings, LLC	(11)	Preferred						42		554		870		0.08
REP Coinvest III AGP Blocker, L.P.	(11)	Common						155		409		498		0.05
REP Coinvest III AGP, L.P.	(11)	Common						66		175		213		0.02
RxSense Group LLC	(11)	Common						14		284		521		0.05
US Heart And Vascular Holdings LLC	(11)	Common						100		106		61		0.01
										1,850		2,749		0.27
Insurance
Accelerate Topco Holdings LLC	(11)	Common						6		222		324		0.03
IMG Blocker Buyer Parent, LLC	(11)	Preferred						48		571		471		0.05
IMG Blocker Buyer Parent, LLC	(3)(11)	Common						—		6		6		—
Integrity Marketing Group, LLC	(11)	Preferred						147		181		143		0.01
LEP McLarens Co-Invest, L.P.	(11)	LP Units						40		132		118		0.01
LEP Pequod Holdings LP	(3)(11)	Common						—		226		390		0.04
OHCP V GA COI, L.P.	(11)	Preferred						11		13		14		—
OHCP V GA COI, L.P.	(11)	Common						98		119		124		0.01
										1,470		1,590		0.15

28

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September 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
IT Services
OEConnection LLC	(3)(11)	Common					$	—	$	321	$	399		0.04	%
Ridge Trail US Bidco, Inc.	(12)(13)	Preferred						1,418		1,418		1,418		0.14
Ridge Trail US Bidco, Inc.	(12)(13)	Common						34		34		34		—
Winterfell Co-Invest SCSp	(11)	Common						445		673		796		0.08
										2,446		2,647		0.26
Professional Services
Elevator Holdco, Inc. Common Stock	(3)(11)	Common						—		453		334		0.03
Marina Acquisition, Inc.	(3)(12)(13)	Common						—		231		231		0.02
TVG-KUSRP Holdings, LP	(11)	Preferred						232		285		242		0.02
										969		807		0.07
Software
Eclipse Buyer, Inc.	(12)(13)	Preferred						1		5,020		5,020		0.50
North Star Acquisition Aggregator, L.P.	(6)(11)	Common						336		362		365		0.05
										5,382		5,385		0.55
Technology Hardware, Storage and Peripherals
Victors Purchaser, LLC	(12)(13)	LP Units						333		333		333		0.04
										333		333		0.04
Trading Companies and Distributors
Graffiti Parent, LP	(11)	Common						2		522		339		0.03
Kele Holdings, Inc.	(3)(11)	Common						—		187		207		0.02
										709		546		0.05
Total Equity Investments										27,082		28,198		2.72
Total Investments - non-controlled/non-affiliated										1,564,669		1,565,598		151.64	%
Cash Equivalents
Cash Equivalents	(14)									40,954		40,954		3.97
Total Cash Equivalents										40,954		40,954		3.97
Total Portfolio Investments, Cash Equivalents										1,605,623		1,606,552		155.61	%

29

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September 30, 2024

(in thousands)

1.Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. The total par amount is presented for debt investments and the number of shares or units owned is presented for equity investments.

2.The majority of the investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S"), Prime Rate (“Prime” or “P”), Canadian Dollar Offered Rate ("CDOR" or "C"), Sterling Overnight Index Average ("SONIA" or "SON") or other relevant benchmark, which reset daily, monthly, quarterly, semiannually or annually. For each such investment, the Company has provided the spread over reference rates and the current contractual interest rate in effect on September 30, 2024. Certain investments are subject to an interest rate floor, or rate cap. Certain investments contain a Payment-in-Kind (“PIK”) provision. SOFR based contracts may include a credit spread adjustment, which is included within the stated all-in interest rate, if applicable, that is charged in addition to the base rate and the stated spread.

3.Investments with par value / shares less than 500 shown as zero.

4.The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

5.These investments were not valued using unobservable inputs and are not considered Level 3 investments. Fair value was determined in good faith by the Adviser as the Company’s valuation designee, subject to the oversight of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

6.The investment is not a qualifying asset, in whole or in part, under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2024, non-qualifying assets represented 6.79% of total assets as calculated in accordance with regulatory requirements.

7.Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See the following page for more information on the Company’s unfunded commitments.

8.Position or portion thereof is pledged as collateral under the SG Facility.

9.The Company invests in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC in the form of shareholder notes and common units.

10.The Company invests in this portfolio company through underlying blocker entities Holocene Topco LP and Holocene Topco II LP.

11.Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2024, the aggregate fair value of these securities is $13,982 or 1.35% of the Company’s net assets. The acquisition date of these restricted securities was January 19, 2024.

12.Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2024, the aggregate fair value of these securities is $14,216 or 1.38% of the Company’s net assets. The acquisition date of Arax MidCo, LLC and Cerity Partners Equity Holding LLC was May 30, 2024. The acquisition date of Hydraulic Technologies USA LLC was June 3, 2024. The acquisition date of Marina Acquisition, Inc. was July 1, 2024. The acquisition date of Zinc Buyer Corporation was July 29, 2024. The acquisition date of CRCI Longhorn Holdings, Inc. was August 27, 2024. The acquisition date of Victors Purchaser, LLC was August 15, 2024. The acquisition date of Eclipse, Inc. was September 6, 2024. The acquisition date of US Fitness Holdings, LLC was September 4, 2024. The acquisition date of Ridge Trail US Bidco, Inc. was September 30, 2024.

13.These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the Securities and Exchange Commission (the “SEC”) permitting us to do so (see Note 3 to the consolidated financial statements for discussion of the exemptive order from the SEC).

14.Cash equivalents amounting to $40,954 are invested in money market funds (BlackRock Liquidity T-Fund - Institutional Shares) and would be categorized as Level 1 under the ASC 820 fair value level hierarchy as of September 30, 2024.

See accompanying notes to the consolidated financial statements

30

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September 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
AB Centers Acquisition Corporation	Revolver	7/2/2031	$	751	$	(5	)
AB Centers Acquisition Corporation	Delayed Draw Term Loan	7/2/2026		1,502		(11	)
Accession Risk Management, Inc.	Revolver	11/1/2029		694		(3	)
Accession Risk Management, Inc.	Delayed Draw Term Loan	8/16/2026		6,245		(30	)
Acentra Holdings, LLC	Revolver	12/17/2029		87		—
ACI Group Holdings, Inc.	Revolver	8/2/2027		164		(1	)
Adelaide Borrower, LLC	Revolver	5/8/2030		1,040		(13	)
Adelaide Borrower, LLC	Delayed Draw Term Loan	5/8/2026		1,670		(21	)
AMBA Buyer, Inc.	Revolver	7/30/2027		276		(2	)
Amerilife Holdings LLC	Revolver	8/31/2028		595		(1	)
Amerilife Holdings LLC	Delayed Draw Term Loan	6/18/2026		10,131		(24	)
Apex Service Partners, LLC	Delayed Draw Term Loan	9/24/2026		12,444		(62	)
Apex Service Partners, LLC	Revolver	10/24/2029		196		(1	)
Aprio Advisory Group, LLC	Delayed Draw Term Loan	8/2/2026		8,037		(19	)
Aprio Advisory Group, LLC	Revolver	8/1/2031		2,733		(7	)
Arax MidCo, LLC	Equity	4/11/2029		432		(81	)
Arax MidCo, LLC	Revolver	4/11/2029		1,250		(15	)
Arax MidCo, LLC	Delayed Draw Term Loan	10/14/2025		4,689		(55	)
Ares Holdings, LLC	Revolver	11/18/2027		663		(3	)
Arrow Management Acquisition, LLC	Delayed Draw Term Loan	11/1/2024		3		—
Artifact Bidco, Inc.	Delayed Draw Term Loan	7/27/2027		1,642		(12	)
Artifact Bidco, Inc.	Revolver	7/26/2030		1,173		(8	)
AVG Intermediate Holdings LLC	Revolver	3/16/2027		166		(4	)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/23/2026		12,973		(64	)
AWP Group Holdings, Inc.	Revolver	12/23/2030		47		—
Banker's Toolbox, Inc.	Revolver	7/27/2027		637		(3	)
BC Group Holdings, Inc.	Delayed Draw Term Loan	12/21/2026		7,018		(70	)
Blackbird Purchaser, Inc.	Delayed Draw Term Loan	12/19/2025		650		—
Blackbird Purchaser, Inc.	Revolver	12/19/2029		526		—
Blackhawk Industrial Distribution, Inc.	Revolver	9/17/2026		2,715		(24	)
Blades Buyer, Inc.	Revolver	3/28/2028		120		(1	)
Cardiology Management Holdings, LLC	Delayed Draw Term Loan	1/31/2029		69		—

31

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September 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Cerity Partners Equity Holding LLC	Equity	7/28/2029	$	917	$	(18	)
Cerity Partners Equity Holding LLC	Revolver	7/28/2028		3,266		(8	)
Cerity Partners Equity Holding LLC	Delayed Draw Term Loan	6/7/2026		26,929		(67	)
CFGI Holdings, LLC	Revolver	11/2/2027		191		(2	)
Cherry Bekaert Advisory LLC	Revolver	6/30/2028		226		—
Cold Chain Technologies, LLC	Revolver	8/2/2025		197		—
CPC/Cirtec Holdings, Inc	Revolver	10/31/2028		670		(3	)
CRCI Longhorn Holdings, Inc.	Delayed Draw Term Loan	8/28/2026		4,544		(22	)
CRCI Longhorn Holdings, Inc.	Revolver	8/27/2031		1,515		(7	)
Cub Financing Intermediate, LLC	Delayed Draw Term Loan	6/28/2026		4,967		(25	)
CVP Holdco, Inc.	Revolver	6/28/2030		2,353		(6	)
CVP Holdco, Inc.	Delayed Draw Term Loan	6/29/2026		5,883		(15	)
DCG Acquisition Corp.	Revolver	6/13/2031		4,408		—
DCG Acquisition Corp.	Delayed Draw Term Loan	6/13/2026		4,408		—
DT Intermediate Holdco, Inc.	Delayed Draw Term Loan	9/14/2026		14,790		(74	)
Dynatect Group Holdings, Inc.	Revolver	6/30/2026		1,236		—
Eclipse Buyer, Inc.	Revolver	9/6/2031		1,352		(7	)
Eclipse Buyer, Inc.	Delayed Draw Term Loan	9/7/2026		2,665		(13	)
Edgeco Buyer, Inc.	Delayed Draw Term Loan	6/1/2026		4		—
EDPO, LLC	Delayed Draw Term Loan	5/2/2025		131		—
EDPO, LLC	Revolver	12/8/2026		57		—
Enverus Holdings, Inc.	Delayed Draw Term Loan	12/22/2025		116		—
Enverus Holdings, Inc.	Revolver	12/24/2029		163		—
EOS Fitness Opco Holdings, LLC	Delayed Draw Term Loan	9/25/2026		3,862		(29	)
Essential Services Holding Corporation	Revolver	6/17/2030		1,301		(3	)
Essential Services Holding Corporation	Delayed Draw Term Loan	6/17/2026		2,082		(5	)
Excelitas Technologies Corp.	Delayed Draw Term Loan	5/1/2026		5,044		(25	)
FL Hawk Intermediate Holdings, Inc.	Revolver	2/22/2027		1,190		—
Flint Opco, LLC	Delayed Draw Term Loan	6/1/2026		3,603		(18	)
Flow Control Solutions, Inc.	Revolver	3/31/2029		1,411		(10	)
Flow Control Solutions, Inc.	Delayed Draw Term Loan	6/28/2026		7,732		(56	)
Focus Financial Partners, LLC	Delayed Draw Term Loan	9/17/2026		420		(1	)
Foreside Financial Group, LLC	Revolver	9/30/2027		712		—
Graffiti Buyer, Inc.	Delayed Draw Term Loan	8/10/2027		1,724		(23	)
GSV Holding, LLC	Delayed Draw Term Loan	4/3/2028		4		—
Harvey Tool Company, LLC	Revolver	10/26/2027		2,372		(6	)
Harvey Tool Company, LLC	Delayed Draw Term Loan	6/28/2026		6,527		(16	)
Health Buyer LLC	Delayed Draw Term Loan	5/15/2026		12,565		(60	)
Heights Buyer, LLC	Delayed Draw Term Loan	8/26/2025		620		—
Heights Buyer, LLC	Revolver	8/25/2028		512		—
Hercules Borrower LLC	Revolver	12/15/2026		329		(3	)
HSI Halo Acquisition, Inc.	Delayed Draw Term Loan	6/28/2026		1,213		(3	)

32

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
HSI Halo Acquisition, Inc.	Revolver	6/28/2030	$	978	$	(2	)
Hydraulic Technologies USA LLC	Revolver	6/3/2030		2,384		(42	)
ImageFirst Holdings, LLC	Revolver	4/27/2028		1,675		—
Imagine 360 LLC	Delayed Draw Term Loan	9/20/2026		10,122		(51	)
Imagine 360 LLC	Revolver	9/30/2028		4,326		(43	)
Integrated Power Services Holdings, Inc.	Revolver	11/22/2027		513		—
Integrated Power Services Holdings, Inc.	Delayed Draw Term Loan	5/7/2026		16,452		(36	)
Integrity Marketing Acquisition, LLC	Revolver	8/25/2028		122		(1	)
JHCC Holdings LLC	Delayed Draw Term Loan	9/9/2026		4,277		(17	)
JHCC Holdings LLC	Revolver	9/9/2027		168		(1	)
Kele Holdco, Inc.	Revolver	2/20/2026		315		—
Kipu Buyer, LLC	Revolver	1/27/2026		365		(1	)
Klick, Inc.	Revolver	3/31/2028		813		(8	)
KPA Parent Holdings, Inc.	Revolver	7/17/2026		403		—
Kriv Acquisition Inc.	Delayed Draw Term Loan	9/26/2026		8,343		(42	)
Kriv Acquisition Inc.	Revolver	7/6/2029		377		(2	)
Lightbeam Bidco Inc.	Revolver	5/4/2029		476		—
Litera Bidco LLC	Revolver	5/1/2028		434		(1	)
Litera Bidco LLC	Delayed Draw Term Loan	5/17/2027		1,884		(5	)
Marina Acquisition, Inc.	Revolver	7/1/2030		1,406		(14	)
MDC Interior Acquisition Inc	Revolver	4/26/2030		2,084		(10	)
MEI Buyer LLC	Delayed Draw Term Loan	6/30/2025		681		—
MercuryGate International, Inc.	Revolver	8/21/2026		537		—
Merlin Buyer, Inc.	Revolver	12/14/2026		598		(6	)
MHE Intermediate Holdings, LLC	Revolver	7/21/2027		60		—
Minotaur Acquisition, Inc.	Revolver	6/3/2030		2,442		(24	)
Minotaur Acquisition, Inc.	Delayed Draw Term Loan	6/4/2025		4,071		(40	)
Montana Buyer Inc.	Revolver	7/22/2028		1,949		(5	)
Movati Athletic (Group) Inc.	Delayed Draw Term Loan	5/30/2026		2,588		(26	)
Movati Athletic (Group) Inc.	Revolver	5/29/2029		1,941		(19	)
MRI Software LLC	Delayed Draw Term Loan	8/27/2026		1,300		(6	)
Nasuni Corporation	Revolver	9/10/2030		1,302		(10	)
Net Health Acquisition Corp.	Revolver	7/3/2031		3,924		(18	)
NJEye LLC	Revolver	3/14/2025		184		—
North Star Acquisitionco, LLC	Delayed Draw Term Loan	5/4/2025		1,721		(4	)
North Star Acquisitionco, LLC	Revolver	5/3/2029		1,040		(3	)
OEConnection LLC	Delayed Draw Term Loan	4/22/2026		4,469		—
OEConnection LLC	Revolver	4/22/2031		2,793		—

33

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Onyx-Fire Protection Services Inc.	Revolver	7/31/2031	$	3,237	$	(16	)
Onyx-Fire Protection Services Inc.	Delayed Draw Term Loan	7/31/2026		2,518		(12	)
Orsini Pharmaceutical Services, LLC	Revolver	5/2/2028		297		—
Paint Intermediate III, LLC	Revolver	10/7/2027		376		(2	)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029		163		—
Pathstone Family Office LLC	Revolver	5/15/2028		52		—
Pathstone Family Office LLC	Delayed Draw Term Loan	6/22/2026		5,035		(38	)
Phantom Purchaser, Inc.	Revolver	9/19/2031		2,654		(7	)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/7/2026		15,038		(150	)
Prism Parent Co. Inc.	Delayed Draw Term Loan	9/19/2025		403		(8	)
Propio LS, LLC	Revolver	7/17/2029		5,537		(28	)
Propio LS, LLC	Delayed Draw Term Loan	7/25/2026		11,074		(55	)
PS Intermediate Holdco II, LLC	Revolver	4/25/2025		265		—
Quality Automotive Services, LLC	Revolver	7/16/2027		130		(1	)
R&T Acquisitions, LLC	Delayed Draw Term Loan	9/1/2025		771		(10	)
Red Fox CD Acquisition Corporation	Delayed Draw Term Loan	12/1/2025		10,445		(131	)
Ridge Trail US Bidco, Inc.	Term Loan	9/30/2031		6,893		(52	)
Ridge Trail US Bidco, Inc.	Revolver	3/31/2031		1,953		(15	)
Riser Interco LLC	Delayed Draw Term Loan	6/5/2026		4,774		(60	)
Routeware, Inc.	Delayed Draw Term Loan	9/19/2026		2,955		(15	)
Routeware, Inc.	Revolver	9/18/2031		682		(3	)
Ruppert Landscape, LLC	Delayed Draw Term Loan	4/30/2026		11,899		(119	)
Ruppert Landscape, LLC	Revolver	12/1/2028		661		(7	)
Sako and Partners Lower Holdings LLC	Revolver	9/15/2028		746		(2	)
SCP Eye Care Holdco, LLC	Delayed Draw Term Loan	10/7/2024		91		—
Smile Doctors LLC	Delayed Draw Term Loan	3/9/2025		137		—
Southpaw AP Buyer, LLC	Delayed Draw Term Loan	5/1/2026		3,460		(17	)
Southpaw AP Buyer, LLC	Revolver	3/2/2028		2,178		(11	)
Specialized Dental Holdings II, LLC	Delayed Draw Term Loan	6/5/2026		7,996		—
Spirit RR Holdings, Inc.	Revolver	9/13/2028		497		(1	)
St Athena Global LLC	Revolver	6/26/2029		390		(4	)
St Athena Global LLC	Delayed Draw Term Loan	6/26/2026		154		(2	)
STCH Acquisition Inc.	Revolver	10/30/2026		1,547		(8	)
Sugar PPC Buyer LLC	Delayed Draw Term Loan	7/10/2026		6,800		(32	)
SureWerx Purchaser III Inc.	Revolver	12/28/2028		727		—
The Chartis Group, LLC	Delayed Draw Term Loan	9/17/2026		3,875		(19	)
The Chartis Group, LLC	Revolver	9/17/2031		1,938		(10	)
The Hiller Companies, LLC	Delayed Draw Term Loan	6/22/2026		3,460		(17	)
The Hiller Companies, LLC	Revolver	6/20/2030		2,730		(14	)
TPC Engineering Holdings, Inc.	Revolver	2/16/2027		681		(7	)
Trilon Group, LLC	Delayed Draw Term Loan	10/16/2025		3,183		(21	)
Trilon Group, LLC	Revolver	5/25/2029		1,175		(8	)

34

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

September 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Trimech Acquisition Corp.	Delayed Draw Term Loan	8/15/2026	$	14,097	$	(141	)
Trimech Acquisition Corp.	Revolver	3/10/2028		6,584		(66	)
Turningpoint Healthcare Solutions, LLC	Revolver	7/14/2027		116		(1	)
Ultimate Baked Goods Midco LLC	Revolver	8/13/2027		242		(2	)
US Fitness Holdings, LLC	Delayed Draw Term Loan	9/4/2026		6,892		(34	)
US Fitness Holdings, LLC	Revolver	9/4/2030		431		(2	)
USRP Holdings, Inc.	Delayed Draw Term Loan	8/28/2026		17,871		(88	)
USRP Holdings, Inc.	Revolver	12/31/2029		2,290		(11	)
Valet Waste Holdings, Inc.	Revolver	5/1/2029		714		(7	)
Valicor PPC Intermediate II LLC	Revolver	1/24/2028		1,006		(2	)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	9/27/2026		2,488		(12	)
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	7/24/2026		6,973		(33	)
Vessco Midco Holdings, LLC	Revolver	7/24/2031		2,724		(13	)
Victors Purchaser, LLC	Delayed Draw Term Loan	8/15/2026		2,194		(5	)
Victors Purchaser, LLC	Revolver	8/15/2031		1,254		(3	)
Vital Care Buyer, LLC	Revolver	7/30/2031		2,789		(13	)
VPP Intermediate Holdings, LLC	Delayed Draw Term Loan	2/7/2025		753		(4	)
VPP Intermediate Holdings, LLC	Revolver	12/1/2027		223		(1	)
W2O Holdings, INC.	Delayed Draw Term Loan	3/29/2025		17,861		(89	)
Wealth Enhancement Group, LLC	Revolver	10/4/2027		105		(1	)
World Insurance Associates, LLC	Revolver	4/3/2028		212		—
WRE Holding Corp.	Delayed Draw Term Loan	7/2/2026		2,011		(9	)
WRE Holding Corp.	Revolver	7/2/2030		1,133		(5	)
WST USA Holdco, Inc.	Delayed Draw Term Loan	12/30/2025		1,583		—
YLG Holdings, Inc.	Delayed Draw Term Loan	6/6/2026		10,522		(26	)
YLG Holdings, Inc.	Revolver	10/30/2026		399		(1	)
Zinc Buyer Corporation	Delayed Draw Term Loan	7/24/2026		6,890		(50	)
Zinc Buyer Corporation	Revolver	7/24/2031		2,028		(15	)
Total Unfunded Commitments			$	547,028	$	(3,038	)

35

ANTARES STRATEGIC CREDIT FUND

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands, except share/per share data, percentages and as otherwise noted)

Note 1. Business and Organization

Antares Strategic Credit Fund (the “Company”) is a Delaware statutory trust formed on August 31, 2023 and which commenced investment operations on January 19, 2024. The Company was organized to invest primarily in a portfolio of private credit investments structured as portfolio loans to United States (“U.S.”) borrowers. A “portfolio loan” is a senior secured loan, which may be first lien, second lien or unitranche loans, consisting of term loans, related delayed draw term loans and/or revolving loans. Each tranche of a senior secured loan acquired by the Company is referred to as a portfolio loan. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company intends to elect to be treated and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by Antares Capital Credit Advisers LLC (the “Adviser”). The Adviser is a registered investment adviser with the U.S. Securities and Exchange Commission (the “SEC”).

Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause the Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. The Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.

The Company is a private, perpetual-life BDC, whose common shares are not listed for trading on a stock exchange or other securities market. The Company, as a perpetual-life BDC, is an investment vehicle with indefinite duration.

The Company’s investment objectives are to provide risk-adjusted returns and current income to shareholders by investing primarily in loans to U.S. borrowers. While the Company’s investment strategy primarily focuses on companies in the U.S., the Company intends to also invest in companies in Canada, Europe and other locations outside the U.S, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies". The Company may also invest in preferred equity, or debt investments that may be accompanied by equity-related securities (such as options or warrants) and/or select common equity investments.

The Company’s investment strategy also includes a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds, which may be used primarily to maintain liquidity for the Company’s share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. The Company may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies”.

The Company offers its common shares of beneficial interest (the “Common Shares”) on a continuous basis via a private placement. Within the United States, the Common Shares are being offered solely to investors that are “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”). Outside of the United States, the Common Shares are being sold in accordance with Regulation S of the Securities Act.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies. As of September 30, 2024, the Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included: Antares Strategic Credit SPV LLC (“A-Star SPV”) and A-Star Equity Holdings LLC (“A-Star Equity”, and collectively with A-Star SPV, the “Subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.

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Note 2. Significant Accounting Policies

Basis of Presentation

Interim consolidated financial statements and related financial information have been prepared in accordance with U.S. GAAP and pursuant to the requirements for reporting on Form 10-Q and Articles 6 of 10 of Regulation S-X. The Company is considered an Investment Company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946 and pursuant to Regulation S-X. The current period's results of operations will not necessarily be indicative of results that ultimately be achieved for the year ended December 31, 2024. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the wholly owned subsidiaries in the consolidated financial statements. All intercompany balances have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future economic and market conditions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Although the Company’s estimates contemplate current conditions and how they expect them to change in the future, it is reasonably possible that actual results could differ from those estimates and such difference could be material.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Organization and Offering Expenses

Organization costs include costs relating to the formation and organization of the Company. Such costs are expensed as incurred. For the three and nine months ended September 30, 2024, the Company incurred $0 and $51 in organization costs, respectively. These amounts are included in due to affiliates on the Consolidated Statements of Assets and Liabilities as of September 30, 2024.

Costs associated with the Company’s offering of Common Shares are capitalized and included as deferred offering costs on the Consolidated Statements of Assets and Liabilities and will be amortized over a twelve-month period beginning on the date which the Company first accepts capital contribution from unaffiliated shareholders in the Private Offering. For the three and nine months ended September 30, 2024, the Company incurred $26 and $253 of offering costs.

Investments

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Valuation of Investments

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

Investments for which market quotations are readily available are typically valued at those market quotations. The Company utilizes mid-market pricing (i.e., mid-point of average bid and ask prices) to value these investments. The Adviser obtains these market quotations from independent pricing services, if available; otherwise from at least two principal market makers or primary market dealers. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser performs, from time to time, price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations are not reflective of the fair value of an investment.

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Where prices or inputs are not available, or, in the judgment of the Adviser, not reliable, valuation approaches based on the facts and circumstances of the particular investment are utilized. Securities that are not publicly traded or for which market prices are not readily available, as the case for a substantial portion of the Company's investments, are valued at fair value as determined in good faith by the Adviser as the Company's valuation designee under Rule 2a-5 under the 1940 Act, pursuant to the Company's valuation policy, and under the oversight of the Board of Trustees (the "Board"), based on, among other things, the input of the Company's management and the audit committee. In addition, the Adviser has retained independent valuation firms to review the valuation of each investment for which a market quotation is not available at least once during each 12-month period. These valuation approaches involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments’ complexity.

With respect to investments for which market quotations are not readily available, the Adviser undertakes a multi-step valuation process each quarter, among other procedures, as described below:

•The valuation process begins with each investment being preliminarily reviewed by the Adviser’s valuation team in consultation with the Adviser’s investment professionals responsible for each portfolio investment;

•At least once annually the valuation for each investment, subject to a de minimis threshold, is reviewed by an independent valuation firm. The independent valuation firms provide a final range of values on such investments to the Adviser. The independent valuation firms also provide analyses to support their valuation methodology and calculations;

•The Adviser’s valuation committee with respect to the Company (the "Valuation Committee") reviews each valuation recommendation to confirm they have been calculated in accordance with the valuation policy and compares such valuations to the independent valuation firms’ valuation ranges to ensure the Adviser’s valuations are reasonable;

•The Adviser's Valuation Committee then determines fair value marks for each of the Company's portfolio investments; and

•The Board and audit committee of the Company periodically review the valuation process and provide oversight in accordance with the requirements of Rule 2a-5 under the 1940 Act.

As part of the valuation process, the Company takes into account relevant factors in determining the fair value of the Company's investments for which reliable market quotations are not readily available, many of which are loans, including and in combination, as relevant, any of: (i) the estimated enterprise value of a Portfolio Company, generally based on an analysis of discounted cash flows, publicly traded comparable companies and comparable transactions, (ii) the nature and realizable value of any collateral, (iii) the Portfolio Company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the Portfolio Company does business, and (v) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity or debt sale occurs, the Adviser considers whether the pricing indicated by the external event corroborates its valuation.

The Company's accounting policy on the fair value of the investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company's consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.

Revenue Recognition

The Company generates revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from the equity investments in portfolio companies. The senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt investments is generally payable quarterly or semiannually. In some cases, some of the investments provide for deferred interest payments or PIK interest. The principal amount of the debt investments and any accrued but unpaid PIK interest generally become due at the maturity date. In addition, the Company generates revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums are capitalized, and the Company accretes or amortizes such amounts as interest income. The Company records prepayment premiums on loans and debt investments as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that the Company collects such amounts.

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the debt investments using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income, in the current period.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

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PIK Income

The Company may have loans in its portfolio that contain PIK provisions. PIK represents interest that is accrued and recorded at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in payment-in-kind interest income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through payment-in-kind interest income. To maintain the Company's status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Deferred Financing Costs

Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These expenses are deferred and amortized into interest expense over the life of the related debt instrument using the straight-line method. Deferred financing costs related to the Company's borrowings are presented as an offset against the debt outstanding on the Consolidated Statements of Assets and Liabilities.

Income Taxes

The Company intends to elect to be treated, and intends to qualify each taxable year thereafter, as a RIC under the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s shareholders and would not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more- likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long-term capital losses and (ii) its net tax-exempt income.

In addition, pursuant to the excise tax distribution requirements, the Company will be subject to a 4% non-deductible federal excise tax on undistributed income unless the Company distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

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Distributions

To the extent that the Company has taxable income available, the Company intends to make quarterly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time.

Distributions to shareholders by the Company of ordinary income (including “market discount” realized by the Company on the sale of debt securities), and of net short-term capital gains, if any, realized by the Company are generally taxable to U.S. shareholders as ordinary income to the extent such distributions are paid out of the Company's current or accumulated earnings and profits. Distributions, if any, of net capital gains properly reported as “capital gain dividends” will be taxable as long-term capital gains, regardless of the length of time the shareholder has owned the Company's shares. A distribution of an amount in excess of the Company's current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated by a shareholder as a return of capital which will be applied against and reduce the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares. Distributions paid by the Company generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate shareholders.

Distributions will be treated in the manner described above regardless of whether such distributions are paid in cash or invested in additional shares pursuant to the distribution reinvestment plan. Shareholders receiving distributions in the form of additional shares will generally be treated as receiving a distribution in the amount of the fair market value of the distributed shares. The additional shares received by a shareholder pursuant to the distribution reinvestment plan will have a new holding period commencing on the day following the day on which the shares were credited to the shareholder’s account.

The Company may elect to retain its net capital gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, it may designate the retained amount as undistributed capital gains in a notice to its shareholders, who will be treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will (i) be required to report its pro rata share of such gain on its tax return as long-term capital gain, (ii) receive a refundable tax credit for its pro rata share of tax paid by the Company on the gain and (iii) increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

Recent Accounting Pronouncements

Management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

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Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

On December 18, 2023, the Board approved an investment advisory agreement with the Adviser (“Investment Advisory Agreement”), pursuant to which the Adviser manages the Company on a day-to-day basis. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for determining the composition of the Company’s portfolio, identifying investment opportunities and making investment decisions, monitoring investments, performing due diligence on prospective portfolio companies, and negotiating, obtaining and managing financing facilities and other forms of leverage.

The Company pays the Adviser fees for its services under the Investment Advisory Agreement. The fees consist of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee are ultimately borne by the Company’s shareholders.

Management fee

The base management fee is payable quarterly in arrears at an annual rate of 1.25% of the average of the Company’s net asset value as of the beginning of the prior quarter and the beginning of the then current quarter. For the three and nine months ended September 30, 2024, the Company incurred management fees of $2,446 and $3,289, respectively, and the Adviser elected to waive these fees resulting in zero management fees for the period.

Incentive fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each described below.

Investment income incentive fee

The investment income based incentive fee is based on “Pre-Incentive Fee Net Investment Income Returns” meaning dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the month, minus operating expenses for the month (including the Management Fee, taxes, any expenses payable under the Investment Advisory Agreement and Administration Agreement (as defined below), any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding the Incentive Fee and shareholder servicing and /or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of net assets at the end of the preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Company pays an incentive fee quarterly as follows:

•Investment Income Incentive Fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Pre-Incentive Fee Net Investment Income Returns does not exceed the hurdle rate of 1.25% per quarter (5.0% annualized).

•100% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized).

•12.5% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

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Capital gains incentive fee

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable is equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee as calculated in accordance with U.S. GAAP. U.S. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement. Such accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then U.S. GAAP requires the Company to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under U.S. GAAP in all prior periods.

For purposes of computing the Company’s investment income incentive fee and capital gains incentive fee, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. The fees that are payable under the Investment Advisory Agreement for any partial period are appropriately prorated.

The Adviser has agreed to waive its management fee and incentive fee for the first six months following the date on which unaffiliated investors first purchase the Common Shares. For the three and nine months ended September 30, 2024, the Company incurred income based incentive fees of $3,864 and $7,112, and capital gains incentive fees of $(174) and $0, respectively. Gross capital gains incentive fee is net of reversal on accrued capital gains incentive fees. For the three and nine months ended September 30, 2024, the Adviser agreed to waive $3,690 and $7,112 in total incentive fees, respectively, resulting in zero incentive fees payable.

Licensing Agreement

As part of the Investment Advisory Agreement, the Adviser, on behalf of Antares Holdings LLC, agreed to grant the Company a fully paid- up, royalty-free, non-exclusive, non-transferable license to use “Antares” for specified purposes in the Company’s business, during the term of the Investment Advisory Agreement. Other than with respect to this limited license, the Company will have no legal right to the “Antares” name.

Administration Agreement

On December 18, 2023, the Board approved the administration agreement (the “Administration Agreement”) with Antares Capital Credit Advisers LLC (in such role, the “Administrator”). Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value, compliance monitoring (including diligence and oversight of the Company’s other service providers), preparing reports to shareholders and reports filed with the SEC, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services.

The Company reimburses the Administrator for its costs, expenses and allocable portion of overhead (including compensation of personnel performing administrative duties) in connection with the services performed for the Company pursuant to the terms of the Administration Agreement. For the three and nine months ended September 30, 2024, the Company incurred administrative fees of $237 and $537, respectively.

Sub-administration Agreement

In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company reimburses the Administrator for any services performed for the Company by such affiliate or third party.

The Administrator hired U.S. Bancorp Fund Services, LLC to assist with sub-administration and fund accounting services.

Expense Support Agreement

On December 18, 2023, the Board approved an expense support and conditional reimbursement agreement (the “Expense Support Agreement”). Under the terms of the Expense Support Agreement, the Adviser is obligated to pay the Company’s total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses of the Company on the Company’s behalf such that these operating expenses of the Company do not exceed 1.00% (on annualized basis) of the Company’s net asset value. Additionally, the Adviser may elect to pay certain additional expenses of the Company on the Company’s behalf. To the extent the Company’s net asset value increases, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 1.00% of the Company’s net asset value and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.

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For the three and nine months ended September 30, 2024, the Adviser provided no expense support pursuant to the Expense Support Agreement. The Company’s obligation to make a reimbursement payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

Co-Investment Activity

The Company, our Adviser and certain of its affiliates received an exemptive order from the SEC on April 2, 2024 (the “Order”) that permits, among other things, the Company to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company's independent trustees must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company's shareholders and is consistent with the Company's Board of Trustees’ approved criteria. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of the Company's affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

Note 4. Investments

The composition of the Company's investment portfolio at amortized cost and fair value was as follows:

	September 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value
Secured Debt	$	1,536,293	$	1,536,173		98.12	%
Unsecured Debt		1,294		1,227		0.08
Equity Investments		27,082		28,198		1.80
Total Investments	$	1,564,669	$	1,565,598		100.00	%

As of September 30, 2024 there were zero portfolio companies on non-accrual status.

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The industry composition of investments at fair value was as follows:

	September 30, 2024
Aerospace and Defense		0.31	%
Air Freight and Logistics		0.49
Auto Components		1.91
Beverages		0.28
Broadline Retail		0.30
Building Products		2.18
Capital Markets		1.98
Chemicals		2.28
Commercial Services and Supplies		8.88
Construction & Engineering		1.64
Construction Materials		0.89
Containers and Packaging		1.00
Distributors		3.71
Diversified Consumer Services		7.79
Diversified Telecommunication Services		0.80
Electrical Equipment		0.57
Electronic Equipment, Instruments and Components		0.37
Energy Equipment and Services		2.12
Financial Services		6.48
Food Products		1.20
Ground Transportation		0.02
Health Care Technology		3.01
Healthcare Equipment and Supplies		1.42
Healthcare Providers and Services		8.59
Hotels, Restaurants and Leisure		3.26
Household Products		0.02
Independent Power and Renewable Electricity Producers		0.13
Industrial Conglomerates		1.97
Insurance		7.93
IT Services		3.56
Leisure Products		0.15
Life Sciences Tools & Services		0.45
Machinery		0.84
Media		1.53
Oil, Gas and Consumable Fuels		0.95
Pharmaceuticals		0.03
Professional Services		6.25
Real Estate Management and Development		0.43
Software		11.21
Specialty Retail		0.59
Technology Hardware, Storage and Peripherals		0.85
Textiles Apparel and Luxury Goods		0.28
Trading Companies and Distributors		1.02
Wireless Telecommunication Services		0.33
		100.00	%

The geographic composition of investments at amortized cost and fair value was as follows:

	September 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	1,522,799	$	1,523,087		97.28	%		147.52	%
Canada		41,870		42,511		2.72			4.12
Total	$	1,564,669	$	1,565,598		100.00	%		151.64	%

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Note 5. Fair Value Measurements

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value.

Investments whose values are based on the listed closing price quoted on the securities’ principal exchange are classified within Level 1 and include active listed equities. The Adviser does not adjust the quoted price for such instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Adviser has the ability to access at the measurement date.

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 2 inputs include: quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables present the fair value hierarchy of financial instruments, as of September 30, 2024 according to the fair value hierarchy as described in Note 2. Significant Accounting Policies:

	September 30, 2024
	Level 1		Level 2		Level 3		Total
Secured Debt	$	—	$	298,025	$	1,238,148	$	1,536,173
Unsecured Debt		—		—		1,227		1,227
Equity Investments		—		—		28,198		28,198
Total Portfolio Investments before Cash Equivalents		—		298,025		1,267,573		1,565,598
Money Market Fund		40,954		—		—		40,954
Total Investments after Cash Equivalents	$	40,954	$	298,025	$	1,267,573	$	1,606,552

The following tables present changes in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value for the three and nine months ended September 30, 2024:

	Three Months Ended September 30, 2024
	Secured Debt			Unsecured Debt			Equity Investments			Total Investments
Fair value, beginning of period	$	784,790		$	1,188		$	15,820		$	801,798
Purchase of investments (including received in-kind)		488,712			43			11,696			500,451
Proceeds from principal repayments and sales of investments		(35,547	)		—			—			(35,547	)
Amortization of premium/accretion of discount, net		481			—			(1	)		480
Net realized gain (loss) on investments		—			—			—			—
Net change in unrealized appreciation (depreciation) on investments		(288	)		(4	)		683			391
Fair value, end of period	$	1,238,148		$	1,227		$	28,198		$	1,267,573
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at September 30, 2024	$	(278	)	$	(4	)	$	684		$	402

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	Nine Months Ended September 30, 2024
	Secured Debt			Unsecured Debt			Equity Investments			Total Investments
Fair value, beginning of period	$	—		$	—		$	—		$	—
Purchase of investments (including received in-kind)		1,316,605			1,292			28,990			1,346,887
Proceeds from principal repayments and sales of investments		(80,711	)		—			(2,054	)		(82,765	)
Amortization of premium/accretion of discount, net		1,489			1			—			1,490
Net realized gain (loss) on investments		(6	)		—			144			138
Net change in unrealized appreciation (depreciation) on investments		771			(66	)		1,118			1,823
Fair value, end of period	$	1,238,148		$	1,227		$	28,198		$	1,267,573
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at September 30, 2024	$	789		$	(66	)	$	1,118		$	1,841

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

	September 30, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low			High			Weighted Average (2)
Secured Debt	$	741,866	Market yield analysis	Market yield discount rates		7.02	%		14.26	%		9.03	%
		1,466	Market quotation	Quote		93.63			100.52			98.47
		494,816	Recent transaction	Transaction price		98.05			100.13			99.51
		1,238,148
Unsecured Debt		1,227	Market yield analysis	Market yield discount rates		13.48	%		17.44	%		17.01	%
Equity Investments		16,816	Comparable company analysis	EBITDA multiples	7.8x			31.5x			16.2x
		11,382	Recent Transaction	Transaction Price		100.00	%		100.00	%		100.00	%
		28,198
Total	$	1,267,573

(1)As of September 30, 2024, included within the fair value of Level 3 assets of $1,267,573 is an amount of $507,664 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices).

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

The significant unobservable input used in the yield analysis is the discount rate based on comparable market yields. The significant unobservable inputs used in the income approach are the discount rate used to discount the estimated future cash flows expected to be received from the underlying investment. Significant increases in discount rates would result in a significantly lower fair value measurement. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease in the fair value.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which the Company has recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. As of September 30, 2024, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value, approximate fair value due to their short maturities. Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, if applicable, or market quotes, if available.

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Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of September 30, 2024, the Company’s asset coverage was 314.22%.

Debt outstanding

The Company’s outstanding debt obligations were as follows:

	September 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (1)		Unused Portion (2)		Amount Available (3)
SG Facility	$	750,000	$	399,795	$	399,795	$	350,205	$	192,433
Revolving Credit Facility		725,000		82,155		82,155		642,845		437,465
Total	$	1,475,000	$	481,950	$	481,950	$	993,050	$	629,898

(1)The carrying value of the Company's debt obligations is used as an approximate to fair value. The fair value of these debt obligations would be categorized as Level 3 under the ASC 820 fair value level hierarchy as of September 30, 2024.

(2)The unused portion is the amount upon which commitment fees, if any, are based.

(3)The amount available reflects any limitations related to the respective facility's borrowing base.

SG Facility

On January 19, 2024, A-Star SPV and the Company, as equity holder and servicer, entered into a loan facility for revolving and term loans pursuant to a Loan and Servicing Agreement (the “SG Facility”), with the lenders from time to time party thereto, Société Générale, as agent (the “Agent”), U.S. Bank Trust Company, National Association, as collateral agent (“Collateral Agent”) and collateral administrator, and U.S. Bank National Association, as document custodian.

Loans under the SG Facility initially bear interest at (i) a per annum rate equal to Term SOFR plus an additional margin calculated as a percentage of the aggregate principal balance of the underlying collateral obligations (the “Margin”) for Loans denominated in U.S. Dollars, (ii) EURIBOR plus the Margin for loans denominated in Euros, (iii) Daily Compounded Canadian Overnight Repo Rate Average plus the Margin for loans denominated in Canadian Dollars, and (iv) Daily Simple SONIA plus the Margin for loans denominated in Great British Pounds. The Margin is equal 1.90% with respect to the portion of the SG Facility used to finance acquisitions of broadly-syndicated loans (subject to a maximum of 20%) and 2.40% with respect to the portion of the SG Facility used to finance acquisitions of middle-market loans, subject to a step-up of 2.00% following the occurrence of an event of default.

The initial maximum principal amount under the SG Facility is $450 million and the SG Facility includes an accordion provision to permit increases to the total facility amount up to a maximum of $1 billion, subject in each case to the satisfaction of certain conditions, and, for any increases above $750 million, consent of the Agent and the lenders. Proceeds from loans made under the SG Facility may be used for A-Star SPV's general corporate purposes, to fund collateral obligations acquired by A-Star SPV, to pay certain fees and expenses and to make distributions to the Company, subject to certain conditions set forth in the SG Facility. Revolving loans borrowed under the SG Facility may be repaid and reborrowed until the end of the Revolving Period, which can occur no later than January 19, 2027 (unless extended), and all amounts outstanding under the SG Facility must be repaid by January 19, 2029.

On September 12, 2024, the Company entered into Amendment No. 1 to the SG Facility, among the Company, as equity holder and servicer, Antares Strategic Credit SPV LLC, as borrower, Société Générale, as agent, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as document custodian, and the lenders party thereto.

The amendment provides for an increase in the aggregate commitments of the lenders under the SG Facility from $450 million to $750 million effective September 12, 2024, and to $1 billion through a $250 million term loan commitment effective October 19, 2024. The amendment also provides for, among other things, an increase the accordion feature from $1 billion to $1.750 billion, and revises the margin applicable to borrowings under the facility from 1.90% with respect to the portion of the SG Facility used to finance acquisitions of broadly-syndicated loans (subject to a maximum of 20%) and 2.40% with respect to the portion of the SG Facility used to finance acquisitions of middle-market loans, subject to a step-up of 2.00% following the occurrence of an event of default, to 1.85%, subject to a step-up of 2.00% following the occurrence of an event of default.

As of September 30, 2024, the Company was in compliance with all covenants associated with the SG Facility.

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Revolving Credit Facility

On July 31, 2024, the Company, as Borrower, entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, the lenders party thereto, and JPMorgan Chase Bank, N.A. and Manufacturers & Traders Trust Company, Royal Bank of Canada, Société Générale and Wells Fargo Securities, LLC, as bookrunners and lead arrangers. The Agreement is effective as of July 31, 2024.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies under the Revolving Credit Facility. Advances under the Revolving Credit Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” (as described in the Agreement) in the case of any ABR Loan (as defined therein) and 1.75% or 1.875% plus the relevant benchmark rate in the case of any other Loan, in each case, depending on the Company’s rate option election and borrowing base (as of the most recently delivered borrowing base certificate delivered under the Agreement). Advances under the Revolving Credit Facility drawn in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Revolving Credit Facility. The initial principal amount of the Revolving Credit Facility is $675.0 million. The availability period under the Facility will terminate on July 31, 2028 (the “Commitment Termination Date”) and the Facility will mature on July 31, 2029 (the “Maturity Date”).

On August 9, 2024, the Company entered into a Commitment Increase Agreement (the "Commitment Increase Agreement") among the Company, Deutsche Bank AG New York Branch, as the increasing lender (the "Increasing Lender") and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the Revolving Credit Facility.

The Commitment Increase Agreement provides for an increase in the Revolving Credit Facility from the Increasing Lender's commitment, thereby bringing aggregate commitments of the lenders under the Revolving Credit Facility from $675.0 million to $725.0 million through the accordion feature in the Revolving Credit Facility. The accordion feature in the Revolving Credit Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum aggregate commitment of $1.025 billion.

Foreign Currency Transactions and Translations

The Company’s outstanding foreign-denominated debt obligations were as follows:

	September 30, 2024
	Original Principal Amount (Local)		Original Principal Amount (USD)		Outstanding Principal		Unrealized Gain/Loss			Reset Date
Canadian Dollar		74,100	$	54,529	$	54,787	$	(258	)	N/A
Great British Pound		7,000		8,985		9,363		(378	)	N/A
Total			$	63,514	$	64,150	$	(636	)

Interest expense

The components of interest expense were as follows:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Stated interest expense	$	3,792		$	9,120
Facility unused fees		1,014			1,693
Amortization of deferred financing costs		404			729
Total interest expense	$	5,210		$	11,542
Cash paid for interest expense	$	5,629		$	9,040
SG Facility weighted average interest rate		7.02	%		7.37	%
SG Facility average debt outstanding	$	191,327		$	166,017
Revolving Credit Facility weighted average interest rate		7.30	%		7.30	%
Revolving Credit Facility average debt outstanding	$	23,528		$	8,455

Weighted average interest rates do not include impact of unused commitment fees or deferred financing costs.

As of September 30, 2024, $1,363 of interest expense and $409 of unused commitment fees were included in interest payable.

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Note 7. Commitments and Contingencies

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

Unfunded commitments

The Company’s investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by the portfolio companies. As of September 30, 2024, the Company had unfunded investment commitments in the aggregate par amount of $547,028. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.

Off balance sheet risk

Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Assets and Liabilities. The Company may enter into derivative instruments that contain elements of off-balance sheet market and credit risk. As of September 30, 2024, there were no commitments outstanding for derivative contracts.

Legal proceedings

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2024, management is not aware of any material pending legal proceedings.

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Note 8. Net Assets

In connection with its formation, the Company has the authority to issue an unlimited number of common shares of beneficial interest at $0.001 per share par value. On September 7, 2023, an affiliate of the Adviser subscribed for 1,000 shares of the Company’s Common Shares of beneficial interest at $25.00 per share. The Company issues Common Shares in the Private Offering on a quarterly basis at an offering price generally equal to the net asset value per Common Share.

On January 19, 2024, the Company issued approximately 12 million shares of the Company's Common Shares of beneficial interest, par value $0.001 per share for an aggregate offering price of approximately $300.0 million. The sale of Common Shares was made pursuant to the subscription agreement (the “Subscription Agreement”) entered into with the relevant investor. Antares contributed approximately $300.0 million of assets in exchange for 12 million Common Shares issued at $25 per Common Share. In addition, the Company purchased approximately $241,600 of investment commitments from affiliates of Antares. All of the contributed and purchased assets were originated by affiliates of the Adviser within the past 5 years.

The issuance of Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the relevant investor in the Subscription Agreement that the investor is an “accredited investor” as defined in Regulation D under the Securities Act.

The following table summarizes transactions in Common Shares during the three months ended September 30, 2024:

	Three Months Ended September 30, 2024
	Shares		Amount
Subscriptions		18,657,736	$	473,906
Distributions Reinvested		270,272		6,914
Net increase (decrease)		18,928,008	$	480,820

The following table summarizes transactions in Common Shares during the nine months ended September 30, 2024:

	Nine Months Ended September 30, 2024
	Shares		Amount
Subscriptions		40,253,140	$	1,015,039
Distributions Reinvested		270,272		6,914
Net increase (decrease)		40,523,412	$	1,021,953

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Share Repurchase Program

The Company will commence a share repurchase program, one year following the date on which unaffiliated investors first purchase the Common Shares, in which the Company intends to repurchase, semi-annually, up to 7.5% of the Common Shares outstanding (either by number of Common Shares or aggregate net asset value) as of the close of the previous semi-annual period. The Company’s Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Company and the best interest of the Company’s shareholders. As a result, share repurchases may not be available each semi-annual period. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the Company’s share repurchase program, to the extent the Company offers to repurchase shares in any particular period, the Company expects to repurchase shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable semi-annual period.

Distributions

The Company authorizes and declares distribution amounts per share of common shares of beneficial interest payable quarterly in arrears. The record date for each distribution was the last calendar date of each quarter. The following table presents distributions that were declared during the nine months ended September 30, 2024:

Declaration Date	Payment Date	Distribution Per Share		Distribution Amount
March 29, 2024	April 30, 2024	$	0.53	$	6,361
June 28, 2024	July 25, 2024		0.63		13,606
September 27, 2024	October 25, 2024		0.65		26,341
Total		$	1.81	$	46,308

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which the Company reinvests all cash distributions declared on behalf of the Company's shareholders who do not elect to receive their distributions in cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have enrolled in the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the distribution reinvestment plan. Distributions on fractional shares are credited to each participating shareholder’s account to three decimal places.

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Note 9. Financial Highlights

The following are the financial highlights for the nine months ended September 30, 2024:

	Nine Months Ended September 30, 2024 (1)
Per Share Data: (2) (3)
Net assets, beginning of period	$	25.00
Net investment income		2.22
Net realized and change in unrealized appreciation (depreciation)		0.07
Net increase in net assets resulting from operations		2.29
Distributions declared		(1.81	)
Total increase (decrease) in net assets		0.48
Net assets, end of period	$	25.48
Shares outstanding, end of period		40,524,412
Total return based on net asset value (4)		9.33		%
Ratios: (5)
Expenses to average net assets gross of fee waivers		6.25		%
Net expenses to average net assets net of fee waivers		3.58		%
Net investment income to average net assets		14.11		%
Portfolio turnover rate (6)		12.77		%
Supplemental Data:
Net assets, end of period	$	1,032,436
Asset coverage ratio (7)		314.22		%

(1)The Company commenced operations on January 19, 2024. Metrics are based on the period of January 19, 2024 through September 30, 2024.

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

(3)The per share data was derived using the actual shares outstanding at the date of the relevant transaction (See Note 8).

(4)Total return (not annualized) is calculated as the change in net assets per share during the period, plus distributions per share (assuming distributions are reinvested in accordance with the Company's distribution reinvestment plan), divided by the net assets per share at the beginning of the period.

(5)Amounts are annualized except for non-recurring income and expenses (other income, organization and offering expenses and incentive fees on capital gains).

(6)Portfolio turnover rate is calculated using the lesser of the year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the period reported.

(7)In accordance with the 1940 Act, with certain, limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing.

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Note 10. Subsequent Events

Equity Issuances

On October 1, 2024, the Company sold and issued 7,750,876 Common Shares for an aggregate consideration of approximately $197.5 million at a price of $25.48 per Common Share.

Effective as of October 29, 2024, the Company and the Adviser entered into a waiver letter agreement (the “Waiver Letter Agreement”), pursuant to which the Adviser agreed to waive (i) fifty percent (50%) of any base management fee due from the Company to the Adviser under Section 5(a) of the Investment Advisory Agreement and (ii) fifty percent (50%) of any incentive fee due from the Company to the Adviser under Section 5(b) of the Investment Advisory Agreement, for the period from October 1, 2024 through December 31, 2024.

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

(in thousands, except share/per share data, percentages and as otherwise noted)

Overview

We are a Delaware statutory trust formed on August 31, 2023 and a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We also intend to elect to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose common shares are not listed for trading on a stock exchange or other securities market. The Company uses the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration whose common shares are intended to be sold by the Company quarterly on a continuous basis at a price generally equal to the Company's NAV per Common Share.

Our investment objective is to provide risk-adjusted returns and current income to shareholders by investing primarily in loans to U.S. borrowers.

Our investment strategy focuses primarily on Portfolio Loans to U.S. borrowers. A “Portfolio Loan” is a senior secured loan, which may be first lien, second lien or unitranche loan, consisting of term loans and/or related delayed draw term loans and/or revolving loans, and each tranche of a senior secured loan acquired by the Company is referred to as a Portfolio Loan. The Company is expected to acquire Portfolio Loans that have been sourced and underwritten by Antares Parties or by other loan originators that can include, among others, joint ventures in which one or more Antares Parties have interests. Unitranche loans represent a hybrid loan structure that combines senior debt and subordinated debt into one loan.

While our investment strategy primarily focuses on companies in the U.S., we also intend to leverage Antares’ global presence to invest in companies in Canada, Europe and other locations outside the U.S., subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.” We may also invest in preferred equity, or our debt investments may be accompanied by equity-related securities (such as options or warrants) and/or select common equity investments.

Our investment strategy also includes a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds. We may use these investments to maintain liquidity for our share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. We may also invest in publicly traded securities of larger corporate issuers on an opportunistic basis when market conditions create compelling potential return opportunities, subject to compliance with BDC requirements to invest at least 70% of assets in “eligible portfolio companies.”

To seek to enhance our returns, we intend to employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We intend to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.

Revenues

We generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally become due at the maturity date. In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Except as specifically provided below, all investment professionals and staff of Antares Capital Credit Advisers LLC (the “Adviser”), when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to:

•investment advisory fees, including management fees and incentive fees, paid to the Adviser pursuant to the Investment Advisory Agreement;

•the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company's chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of the Adviser or any of its affiliates; and

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•all other expenses of the Company's operations, administration and transactions (which may be directly incurred by the Company or allocated among the Company and the Adviser’s other clients)

From time to time, the Adviser or its affiliates may pay third-party providers of goods or services. We reimburse the Adviser such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses are ultimately borne by our shareholders, unless waived.

Portfolio and Investment Activity

As of September 30, 2024, we had investments in 339 portfolio companies across 40 industries. Based on fair value as of September 30, 2024, approximately 99.92% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. As of September 30, 2024, our weighted average total yield of debt securities at amortized cost was 9.62%. Weighted average yields excludes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2024.

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

	Three months ended September 30, 2024
Total investments, beginning of period	$	1,030,578
New investments purchased		581,643
Net accretion of discount on investments		476
Net realized gain (loss) on investments		(13	)
Investments sold or repaid		(48,015	)
Total investments, end of period	$	1,564,669

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

	September 30, 2024
Weighted average yield on debt and income producing investments, at amortized cost (1)		9.62	%
Weighted average yield on debt and income producing investments, at fair value (1)		9.62	%
Number of portfolio companies		339
Median LTM EBITDA (2)(3)	$77.0M
Weighted average net senior leverage (2)(4)	5.0x
Weighted average loan-to-value (“LTV”) (2)(5)		34	%
Percentage of debt investments bearing a floating rate, at fair value		99.92	%
Percentage of debt investments bearing a fixed rate, at fair value		0.08	%

(1)Computed based on the stated interest rate or yield as of September 30, 2024, and weighted based on the total debt investments (at fair value or amortized cost, as applicable). Actual yields earned over the life of each investment could differ materially from the yields presented above. Weighted average yield excludes the effect of accretion of discounts and amortization of premiums.

(2)Includes all private loan investments for which fair value is determined by the Adviser at least quarterly (with assistance, as applicable, from a third-party valuation firm, and subject to oversight by the Board). Figures are derived from the financial statements most recently obtained by the Adviser.

(3)Earnings before interest, taxes, depreciation and amortization ("EBITDA") refers to adjusted EBITDA in accordance with the underlying governing documents. Excludes investments with no reported EBITDA or where EBITDA, in the Adviser’s judgment, was not a material component of the investment thesis, such as annual recurring revenue loans, or investments with negative EBITDA. Weighted average EBITDA is weighted based on the funded commitment of total applicable private loans.

(4)Net senior leverage is the ratio of total debt minus unrestricted cash divided by LTM EBITDA and taking into account leverage through the tranche in which the Company holds an investment, excluding recurring revenue investments.

(5)LTV is calculated as net debt through each respective investment tranche in which the Company holds an investment divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the funded commitment of the total applicable private loans.

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As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Adviser has developed a classification system to group investments into five categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the five categories of the Adviser’s Internal Risk Rating system:

•Internal Performance Rating A: Portfolio Companies performing generally as expected or above expectations and the trends and risk factors are generally neutral to favorable since origination. No concern about repayment of both interest and principal. All investments or acquired investments in new portfolio companies are initially assessed this level.

•Internal Performance Rating B: Portfolio Companies performing generally as expected but the trends require increased monitoring. Portfolio companies are current on both interest and principal payments.

•Internal Performance Rating C: Portfolio Companies performing below expectations and level of risk has increased since the time of origination. Portfolio companies are generally current on both interest and principal payments.

•Internal Performance Rating D: Portfolio Companies performing materially below expectations and the level of risk has increased materially since origination. In addition to the borrower being generally out of compliance with original debt covenants, loan payments may be past due, but generally not by more than 120 days. There is a higher risk of both payment default and repayment of interest and principal in full.

•Internal Performance Rating E: Portfolio Companies are non-earning and performing substantially below expectations. The level of risk has increased substantially since origination. Most or all of the original debt covenants are out of compliance and payments are substantially delinquent. There is a high risk that all principal and interest will not be recovered in full.

The following table shows the distribution of our investments on the A to E internal performance rating scale at fair value:

	September 30, 2024
Internal Performance Rating	Investments at Fair Value (in thousands)		% of Total Investments at Fair Value			Number of Portfolio Companies
A	$	1,523,502		97.31	%		312
B		35,426		2.26			21
C		2,770		0.18			5
D		3,900		0.25			1
E		—		—			—
	$	1,565,598		100.00	%		339

Our investments consisted of the following:

	September 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value
Secured Debt	$	1,536,293	$	1,536,173		98.12	%
Unsecured Debt		1,294		1,227		0.08
Equity Investments		27,082		28,198		1.80
Total Investments	$	1,564,669	$	1,565,598		100.00	%

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The table below describes investments by industry composition based on fair value:

	September 30, 2024
Aerospace and Defense		0.31	%
Air Freight and Logistics		0.49
Auto Components		1.91
Beverages		0.28
Broadline Retail		0.30
Building Products		2.18
Capital Markets		1.98
Chemicals		2.28
Commercial Services and Supplies		8.88
Construction & Engineering		1.64
Construction Materials		0.89
Containers and Packaging		1.00
Distributors		3.71
Diversified Consumer Services		7.79
Diversified Telecommunication Services		0.80
Electrical Equipment		0.57
Electronic Equipment, Instruments and Components		0.37
Energy Equipment and Services		2.12
Financial Services		6.48
Food Products		1.20
Ground Transportation		0.02
Health Care Technology		3.01
Healthcare Equipment and Supplies		1.42
Healthcare Providers and Services		8.59
Hotels, Restaurants and Leisure		3.26
Household Products		0.02
Independent Power and Renewable Electricity Producers		0.13
Industrial Conglomerates		1.97
Insurance		7.93
IT Services		3.56
Leisure Products		0.15
Life Sciences Tools & Services		0.45
Machinery		0.84
Media		1.53
Oil, Gas and Consumable Fuels		0.95
Pharmaceuticals		0.03
Professional Services		6.25
Real Estate Management and Development		0.43
Software		11.21
Specialty Retail		0.59
Technology Hardware, Storage and Peripherals		0.85
Textiles Apparel and Luxury Goods		0.28
Trading Companies and Distributors		1.02
Wireless Telecommunication Services		0.33
		100.00	%

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The table below describes investments by geographic composition based on amortized cost and fair value:

	September 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	1,522,799	$	1,523,087		97.28	%		147.52	%
Canada		41,870		42,511		2.72			4.12
Total	$	1,564,669	$	1,565,598		100.00	%		151.64	%

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Results of Operations

No comparative financial statements are presented as we had not begun operations during any period prior to January 19, 2024. We were formed on August 31, 2023 and commenced our investing operations on January 19, 2024.

The following table represents our operating results:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Total investment income	$	37,062		$	70,792
Total expenses		12,310			24,323
Management fee waiver		(2,446	)		(3,289	)
Incentive fee waiver		(3,690	)		(7,112	)
Net expenses (net of fee waiver)		6,174			13,922
Net investment income		30,888			56,870
Net realized gain (loss)		(423	)		(461	)
Net change in unrealized appreciation (depreciation)		(1,062	)		357
Net increase (decrease) in net assets resulting from operations	$	29,403		$	56,766

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including deployment, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.

Investment Income

Investment income, was as follows:

	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Interest income	$	33,069	$	62,865
Payment-in-kind interest income		166		302
Dividend income		94		196
Other income		3,733		7,429
Total investment income	$	37,062	$	70,792

For the three months ended September 30, 2024, the increase in our total investment income was driven by our deployment of capital and increase in invested balance of investments. The size of our investment portfolio at fair value increased from $1,031.9 million as of June 30, 2024, to $1,565.6 million as of September 30, 2024, thus increasing balance of interest-bearing securities held throughout the period. Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement.

Expenses

Expenses were as follows:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Interest expense	$	5,210		$	11,542
Management fees		2,446			3,289
Income based incentive fee		3,864			7,112
Capital gains incentive fee		(174	)		—
Board of Trustees' fees		100			219
Administrative service expense		237			537
Other general and administrative expenses		548			1,424
Organization and offering costs		79			200
Total expenses		12,310			24,323
Management fees waiver		(2,446	)		(3,289	)
Incentive fees waiver		(3,690	)		(7,112	)
Net expenses	$	6,174		$	13,922

For the three months ended September 30, 2024, net expenses were primarily comprised of interest expense of $5.2 million, gross management fees of $2.4 million, gross incentive fees of $3.7 million, administrative service expenses of $0.2 million, fees to independent trustees of $0.1 million, organization and offering costs of $0.1 million and other general and administrative expenses of $0.5 million; offset by management fee waiver of $2.4 million and incentive fee waiver by the Adviser of $3.7 million.

For the nine months ended September 30, 2024, net expenses were primarily comprised of interest expense of $11.5 million, gross management fees of $3.3 million, gross incentive fees of $7.1 million, administrative service expenses of $0.5 million, fees to independent trustees of $0.2 million, organization and offering costs of $0.2 million and other general and administrative expenses of $1.4 million; offset by management fee waiver of $3.3 million and incentive fee waiver by the Adviser of $7.1 million.

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Administrative service expenses represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Other general and administrative expenses include professional fees related to legal, audit, tax, valuation services, insurance, filing, research, subscriptions and other costs. Organization costs and offering costs include expenses incurred in our initial formation and our offering of stock. See "Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 3."

Interest Expense

The components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances were as follows:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Stated interest expense	$	3,792		$	9,120
Facility unused fees		1,014			1,693
Amortization of deferred financing costs		404			729
Total interest expense	$	5,210		$	11,542
Cash paid for interest expense	$	5,629		$	9,040
SG Facility weighted average interest rate		7.02	%		7.37	%
SG Facility average debt outstanding	$	191,327		$	166,017
Revolving Credit Facility weighted average interest rate		7.30	%		7.30	%
Revolving Credit Facility average debt outstanding	$	23,528		$	8,455

Interest expense for the three and nine months ended September 30, 2024 was driven by approximately $214.9 million and $174.5 million, respectively, of average borrowings outstanding (at an average effective interest rate, of 7.07% and 7.36%, respectively) related to borrowings for investments and expenses.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses):

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Net realized gain (loss) on investments	$	(13	)	$	128
Unrealized appreciation on investments	$	4,257		$	6,661
Unrealized (depreciation) on investments		(4,663	)		(5,732	)
Net change in unrealized appreciation (depreciation) on investments	$	(406	)	$	929

We determine the fair value of our investments quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three and nine months ended September 30, 2024, net change in unrealized gains (losses) on our investments were ($0.4) million and $0.9 million, respectively. The valuations of our debt investments generally increase or decrease as a result of various factors, including tightening and widening credit spreads of public and private markets, as well as changes in transaction prices during the period.

Management fee

The base management fee is payable quarterly in arrears at an annual rate of 1.25% of the average of the Company’s net asset value as of the beginning of the prior quarter and the beginning of the then current quarter. For the three and nine months ended September 30, 2024 the Company incurred management fees of $2.4 million and $3.3 million, respectively, and the Adviser elected to waive all management fees resulting in zero management fees for the period.

Incentive fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of income and a portion is based on a percentage of capital gains, each described below.

Income based incentive fee

The income based incentive fee is based on “Pre-Incentive Fee Net Investment Income Returns” meaning dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by the Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity) accrued during the month, minus operating expenses for the month (including the Management Fee, taxes, any expenses payable under the Investment Advisory Agreement and Administration Agreement (as defined below), any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding the Incentive Fee and shareholder servicing and /or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero-coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment

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Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of net assets at the end of the preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized). The Company pays an incentive fee quarterly as follows:

•Investment Income Incentive Fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Pre-Incentive Fee Net Investment Income Returns does not exceed the hurdle rate of 1.25% per quarter (5.0% annualized).

•100% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized).

•12.5% of the dollar amount of the Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).

Capital gains incentive fee

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable is equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fee as calculated in accordance with U.S. GAAP. GAAP requires that the capital gains incentive fee accrual consider the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the investment advisory agreement. This GAAP accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate cumulative unrealized capital depreciation included in the calculation of the capital gains incentive fee plus the aggregate cumulative unrealized capital appreciation, net of any expense associated with cumulative unrealized capital depreciation or appreciation. If such amount is positive at the end of a period, then GAAP requires the Company to record a capital gains incentive fee equal to 12.5% of such cumulative amount, less the aggregate amount of actual capital gains incentive fees paid or capital gains incentive fees accrued under GAAP in all prior periods.

For purposes of computing the Company’s investment income incentive fee and capital gains incentive fee, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly. The fees that are payable under the Investment Advisory Agreement for any partial period are appropriately prorated.

The Adviser has agreed to waive its management fee and incentive fee for the first six months following the date on which unaffiliated investors first purchase the Common Shares. For the three and nine months ended September 30, 2024, the Company incurred income based incentive fees of $3,864 and $7,112, and capital gains incentive fees of $(174) and $0, respectively. Gross capital gains incentive fee is net of reversal on accrued capital gains incentive fees. For the three and nine months ended September 30, 2024, the Adviser agreed to waive $3,690 and $7,112 in total incentive fees, respectively, resulting in zero incentive fees payable.

Expense Support Agreement

On December 18, 2023, the Board approved an expense support and conditional reimbursement agreement (the “Expense Support Agreement”). Under the terms of the Expense Support Agreement, the Adviser is obligated to pay the Company’s total organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses of the Company on the Company’s behalf such that these operating expenses of the Company do not exceed 1.00% (on annualized basis) of the Company’s net asset value. Additionally, the Adviser may elect to pay certain additional expenses of the Company on the Company’s behalf. To the extent the Company’s net asset value increases, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 1.00% of the Company’s net asset value and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.

As of September 30, 2024, the Adviser has not provided any expense support pursuant to the Expense Support Agreement which is included in the Consolidated Statements of Operations. The Company’s obligation to make a reimbursement payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

Financial Condition, Liquidity and Capital Resources

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 we may enter into in the future and (iv) any future offerings of our equity or debt securities. Our primary uses of cash will be for (i) investments in Portfolio Companies and other investments, (ii) the cost of operations (including paying Antares Capital Credit (in its capacity as the Adviser and/or the Administrator)), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our shares.

As of September 30, 2024 we had two credit facilities outstanding. From time to time, we may enter into additional credit facilities, increase the size of our existing credit facilities, enter additional short-term lending arrangements, and/or issue debt securities, including additional unsecured notes. In

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accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of September 30, 2024 we had an aggregate amount of $482.0 million of debt outstanding and our asset coverage ratio was 314.22%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

Equity

The following table summarizes transactions in common shares of beneficial interest during the nine months ended September 30, 2024:
 

	Shares		Amount
Subscriptions (including in-kind)		40,253,140	$	1,015,039
Distributions reinvested		270,272		6,914
Share repurchases		—		—
Early repurchase deduction		—		—
Net increase (decrease)		40,523,412	$	1,021,953

Share Repurchase Program

We will commence a share repurchase program, one year following the date on which unaffiliated investors first purchase the Common Shares, in which we intend to repurchase, semi-annually, up to 7.5% of the Common Shares outstanding (either by number of Common Shares or aggregate net asset value) as of the close of the previous semi-annual period. Our Board of Trustees may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of us and the best interest of our shareholders. As a result, share repurchases may not be available each semi-annual period. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular period, we expect to repurchase shares pursuant to tender offers using a purchase price equal to the net asset value per share as of the last calendar day of the applicable semi-annual period.

Distributions

We authorize and declare distribution amounts per share of common shares of beneficial interest payable quarterly in arrears. The record date for each distribution was the last calendar date of each quarter.

The following table presents distributions that were declared during the nine months ended September 30, 2024:

Declaration Date	Payment Date	Distribution Per Share		Distribution Amount
March 29, 2024	April 30, 2024	$	0.53	$	6,361
June 28, 2024	July 25, 2024		0.63		13,606
September 27, 2024	October 25, 2024		0.65		26,341
Total		$	1.81	$	46,308

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our Common Shares during the nine months ended September 30, 2024:

Source of Distribution	Per Share		Amount
Net investment income	$	2.22	$	56,870
Net realized gains/(losses)		0.00		128
Total	$	2.22	$	56,998

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash distributions declared on behalf of our shareholders who do not elect to receive their distributions in cash as provided below. As a result, if we declare a cash distribution, then shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

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Related-Party Transactions

We expect to enter into a number of business relationships with affiliated or related parties, including the Investment Advisory Agreement and expense support agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Recent Developments

Equity Issuances

On October 1, 2024, the Company sold and issued 7,750,876 Common Shares for an aggregate consideration of approximately $197.5 million at a price of $25.48 per Common Share.

Waiver Letter Agreement

Effective as of October 29, 2024, the Company and the Adviser entered into a waiver letter agreement (the “Waiver Letter Agreement”), pursuant to which the Adviser agreed to waive (i) fifty percent (50%) of any base management fee due from the Company to the Adviser under Section 5(a) of the Investment Advisory Agreement and (ii) fifty percent (50%) of any incentive fee due from the Company to the Adviser under Section 5(b) of the Investment Advisory Agreement, for the period from October 1, 2024 through December 31, 2024.

Critical Accounting Estimates

The preparation of the consolidated financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition, our critical accounting estimates related to investments, fair value measurement, interest and dividends income recognition and income taxes are included in the notes to our consolidated financial statements.

Contractual Obligations

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with ASC 820, Fair Value Measurement, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

We entered into the Investment Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with Antares Capital Credit (in its capacity as the Administrator) to provide us with administrative services. Payments for investment advisory services under the Investment Advisory Agreements and reimbursements under the Administration Agreement are described in “Item 1. Business.”

We have established one or more credit facilities and may in the future establish additional credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over Secured Overnight Financing Rate (“SOFR”) (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof and may ask to comply with positive or negative covenants that could have an effect on our operations.

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Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities.

Unfunded Commitments

The Company’s investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by portfolio companies. As of September 30, 2024, the Company had unfunded investment commitment in the aggregate par amount of $547.0 million. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We will be subject to financial market risks, including changes in interest rates. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the variable rate investments we may hold and to declines in the value of any fixed rate investments we may hold. A rise in interest rates would also be expected to lead to higher cost on our floating rate borrowings. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations.

Valuation Risk

We plan to invest primarily in illiquid debt securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2024, 99.92% of our performing debt investments at fair value were at floating rates, which are generally SOFR based and typically have durations of one to three months after which they reset to current interest rates, and many of which are subject to certain floors. Our credit facilities (including the SG Facility and Revolving Credit Facility) bear interest at floating rates with no interest rate floor. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments) and assuming no changes in our investment and borrowing structure:

Change in Interest Rates	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	46,885		$	(14,458	)	$	32,427
Up 200 basis points		31,257			(9,639	)		21,618
Up 100 basis points		15,628			(4,819	)		10,809
Down 100 basis points		(15,628	)		4,819			(10,809	)
Down 200 basis points		(31,257	)		9,639			(21,618	)
Down 300 basis points		(46,885	)		14,458			(32,427	)

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

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Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We, the Adviser, the Administrator and our wholly-owned subsidiaries are not currently subject to any material litigation.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in our Registration Statement on Form 10, filed with the SEC on November 21, 2023, as amended on January 19, 2024.

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

Refer to “Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this report and our Current Reports on Form 8-K filed on January 24, 2024, April 3, 2024 and July 2, 2024 for the issuance of Common Shares for the three months and nine months ended September 30, 2024. The issuance of Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the relevant investor in the Subscription Agreement that the investor is an “accredited investor” as defined in Regulation D under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 (File No. 000-56613) filed on January 19, 2024)
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 (File No. 000-56613) filed on January 19, 2024)
10.1	Waiver Letter Agreement dated October 29, 2024 between Antares Strategic Credit Fund and Antares Capital Credit Advisers LLC*
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document
101.PRE	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

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SIGNATURES

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

Antares Strategic Credit Fund

Date:	November 13, 2024	/s/ Vivek Mathew
		Vivek Mathew
		Chief Executive Officer
Date:	November 13, 2024	/s/ Venugopal Rathi
		Venugopal Rathi
		Chief Financial Officer

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