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 JUNE 30, 2019

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

COMMISSION FILE NUMBER: 814-01196

AB Private Credit Investors Corporation

(Exact name of registrant as specified in its charter)

Maryland	47-5049745
(State of incorporation)	(I.R.S. Employer Identification No.)

1345 Avenues of the Americas

New York, NY 10105

(Address of principal executive offices)

(212) 969-1000

(Registrant’s telephone number, including area code)

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

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

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

Common Stock, par value $0.01 per share

(Title of Class)

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The issuer had 10,620,261 shares of common stock, $0.01 par value per share, outstanding as of August 14, 2019.

AB PRIVATE CREDIT INVESTORS CORPORATION

FORM 10-Q FOR THE QUARTER ENDED June 30, 2019

Table of Contents

	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 4.	Controls and Procedures		52
PART II.	OTHER INFORMATION		52
Item 1.	Legal Proceedings		52
Item 1A.	Risk Factors		52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53
Item 3.	Defaults Upon Senior Securities		53
Item 4.	Mine Safety Disclosures		53
Item 5.	Other Information		53
Item 6.	Exhibits		54
SIGNATURES

2

Item 1. Financial Statements

AB Private Credit Investors Corporation

Consolidated Statements of Assets and Liabilities

	As of June 30, 2019 (Unaudited)			As of December 31, 2018
Assets
Investments, at fair value (amortized cost of $259,544,588 and $138,512,243, respectively)	$	258,883,191		$	137,803,133
Cash and cash equivalents		9,057,243			2,510,208
Interest receivable		1,561,032			808,707
Deferred financing costs		737,052			172,580
Receivable for investments sold		488,708			—
Prepaid expenses		248,841			102,390
Receivable for fund shares sold		—			12,566,810
Total assets	$	270,976,067		$	153,963,828
Liabilities
Credit facility payable	$	160,050,000		$	88,200,000
Interest and credit facility expense payable		1,556,593			247,376
Payable to Adviser		807,851			90,446
Management fees payable		776,284			830,130
Distribution payable		775,195			403,999
Incentive fee payable		529,625			199,862
Professional fees payable		485,302			491,910
Administrator and custodian fees payable		221,350			215,678
Payable for investments purchased		31,559			—
Accrued expenses and other liabilities		14,146			—
Transfer agent fees payable		6,437			10,717
Directors’ fees payable		5,389			—
Total liabilities	$	165,259,731		$	90,690,118
Commitments and Contingencies (Note 6)
Net Assets
Common stock, par value $0.01 per share (200,000,000 shares authorized, 10,620,261 and 6,383,672 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively)		106,203			63,837
Paid-in capital in excess of par value		106,234,097			63,838,147
Distributable earnings (accumulated loss)		(623,964	)		(628,274	)
Total net assets	$	105,716,336		$	63,273,710
Total liabilities and net assets	$	270,976,067		$	153,963,828
Net asset value per share	$	9.95		$	9.91

See Notes to Unaudited Consolidated Financial Statements

3

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Operations

	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018
Investment Income:
Interest income, net of amortization/accretion	$	5,171,826		$	998,748		$	8,572,021		$	1,607,238
Payment-in-kind interest		33,634			—			62,271			—
Other fee income		135,341			—			135,341			—
Total investment income		5,340,801			998,748			8,769,633			1,607,238
Expenses:
Interest and credit facility expenses		2,010,568			282,213			3,419,720			432,014
Management fees		844,211			173,401			1,460,070			278,873
Professional fees		475,161			925,354			817,522			1,244,542
Collateral management fees		325,809			—			325,809			—
Income-based incentive fee		299,748			—			405,835			—
Administration and custodian fees		79,884			59,681			145,709			115,958
Insurance expenses		63,648			61,706			124,675			122,733
Directors’ fees		37,500			34,160			75,000			71,123
Transfer agent fees		6,437			—			11,099			—
Offering costs		—			52,221			—			103,868
Other expenses		159,442			69,257			215,356			153,278
Total expenses		4,302,408			1,657,993			7,000,795			2,522,389
Waived collateral management fees		(325,809	)		—			(325,809	)		—
Expense reimbursement from Adviser		(259,263	)		(1,086,482	)		(415,681	)		(1,590,074	)
Waived management fees		(67,927	)		(24,837	)		(131,098	)		(37,290	)
Waived incentive fees		—			—			(76,072	)		—
Net expenses		3,649,409			546,674			6,052,135			895,025
Net investment income before taxes		1,691,392			452,074			2,717,498			712,213
Excise tax expense		—			—			—			3
Net investment income		1,691,392			452,074			2,717,498			712,210
Net realized and change in unrealized gains (losses) on investment transactions:
Net realized gain (loss) from investments		(10,906	)		—			(12,660	)		—
Net change in unrealized appreciation (depreciation) from investments		(310,294	)		(20,132	)		47,713			(46,171	)
Net realized and change in unrealized gains (losses)		(321,200	)		(20,132	)		35,053			(46,171	)
Net increase in net assets resulting from operations	$	1,370,192		$	431,942		$	2,752,551		$	666,039
Net investment income per share (basic and diluted):
Net investment income per share (basic and diluted):	$	0.18		$	0.14		$	0.33		$	0.25
Earnings per share (basic and diluted):	$	0.15		$	0.14		$	0.34		$	0.24
Weighted average shares outstanding:		9,360,422			3,162,502			8,144,403			2,795,307

See Notes to Unaudited Consolidated Financial Statements

4

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets

	Common Stock
	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Net assets at March 31, 2019		8,751,728		$	87,517		$	87,448,404		$	(303,157	)	$	87,232,764
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			1,691,392			1,691,392
Net realized gain (loss) on investments		—			—			—			(10,906	)		(10,906	)
Net change in unrealized appreciation (depreciation) on investments		—			—			—			(310,294	)		(310,294	)
Capital transactions:
Issuance of common stock		1,784,087			17,841			17,945,776			—			17,963,617
Issuance of common shares pursuant to distribution reinvestment plan		91,975			920			914,884			—			915,804
Repurchase of common stock		(7,529	)		(75	)		(74,967	)		—			(75,042	)
Distributions to shareholders		—			—			—			(1,690,999	)		(1,690,999	)
Total increase (decrease) for the three months ended June 30, 2019		1,868,533			18,686			18,785,693			(320,807	)		18,483,572
Net assets at June 30, 2019		10,620,261		$	106,203		$	106,234,097		$	(623,964	)	$	105,716,336
Distributions declared per share		—		$	—		$	—		$	0.16		$	0.16
Net assets at December 31, 2018		6,383,672		$	63,837		$	63,838,147		$	(628,274	)	$	63,273,710
Increase (decrease) in net assets resulting from operations:
Net investment income		—			—			—			2,717,498			2,717,498
Net realized gain (loss) on investments		—			—			—			(12,660	)		(12,660	)
Net change in unrealized appreciation (depreciation) on investments		—			—			—			47,713			47,713
Capital transactions:
Issuance of common stock		4,101,155			41,012			41,047,913			—			41,088,925
Issuance of common shares pursuant to distribution reinvestment plan		150,294			1,503			1,495,598			—			1,497,101
Repurchase of common stock		(14,860	)		(149	)		(147,561	)		—			(147,710	)
Distributions to shareholders		—			—			—			(2,748,241	)		(2,748,241	)
Total increase (decrease) for the six months ended June 30, 2019		4,236,589			42,366			42,395,950			4,310			42,442,626
Net assets at June 30, 2019		10,620,261		$	106,203		$	106,234,097		$	(623,964	)	$	105,716,336
Distributions declared per share		—		$	—		$	—		$	0.31		$	0.31

See Notes to Consolidated Unaudited Financial Statements

5

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Changes in Net Assets

	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par		Distributable Earnings			Total Net Assets
Net assets at March 31, 2018		3,016,792	$	30,168	$	30,213,591	$	289,520		$	30,533,279
Increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		452,074			452,074
Net realized gain (loss) on investments		—		—		—		—			—
Net change in unrealized appreciation (depreciation) on investments		—		—		—		(20,132	)		(20,132	)
Capital transactions:
Issuance of common stock		399,596		3,996		3,997,005		—			4,001,001
Issuance of common shares pursuant to distribution reinvestment plan		42,390		424		424,006		—			424,430
Distributions to shareholders		—		—		—		(759,327	)		(759,327	)
Total increase (decrease) for the three months ended June 30, 2018		441,986		4,420		4,421,011		(327,385	)		4,098,046
Net assets at June 30, 2018		3,458,778	$	34,588	$	34,634,602	$	(37,865	)	$	34,631,325
Distributions declared per share		—	$	—	$	—	$	0.25		$	0.25
Net assets at December 31, 2017		2,417,371	$	24,174	$	24,152,786	$	55,423		$	24,232,383
Increase (decrease) in net assets resulting from operations:
Net investment income		—		—		—		712,210			712,210
Net realized gain (loss) on investments		—		—		—		—			—
Net change in unrealized appreciation (depreciation) on investments		—		—		—		(46,171	)		(46,171	)
Capital transactions:
Issuance of common stock		999,017		9,990		10,057,810		—			10,067,800
Issuance of common shares pursuant to distribution reinvestment plan		42,390		424		424,006		—			424,430
Distributions to shareholders		—		—		—		(759,327	)		(759,327	)
Total increase (decrease) for the six months ended June 30, 2018		1,041,407		10,414		10,481,816		(93,288	)		10,398,942
Net assets at June 30, 2018		3,458,778	$	34,588	$	34,634,602	$	(37,865	)	$	34,631,325
Distributions declared per share		—	$	—	$	—	$	0.25		$	0.25

See Notes to Consolidated Unaudited Financial Statements

6

AB Private Credit Investors Corporation

Unaudited Consolidated Statements of Cash Flows

	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	2,752,551		$	666,039
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:
Purchases of investments		(140,230,418	)		(42,010,623	)
Payment-in-kind investments		(62,271	)		—
Proceeds from sales of investments and principal repayments		19,732,754			4,873,178
Net realized (gain) loss on investments		12,660			—
Net change in unrealized (appreciation) depreciation on investments		(47,713	)		46,171
Amortization of premium and accretion of discount, net		(485,070	)		(61,173	)
Amortization of deferred financing costs		335,472			152,596
Amortization of deferred offering costs		—			103,868
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(488,708	)		—
(Increase) decrease in interest receivable		(752,325	)		(308,544	)
(Increase) decrease in receivable from Adviser		—			(964,089	)
(Increase) decrease in prepaid expenses		(146,451	)		(124,768	)
Increase (decrease) in investments purchased payable		31,559			—
Increase (decrease) in management fees payable		(53,846	)		241,583
Increase (decrease) in due to Adviser		717,405			—
Increase (decrease) in administrator and custodian fees payable		5,672			115,958
Increase (decrease) in professional fees payable		(6,608	)		874,259
Increase (decrease) in excise tax payable		—			(2,336	)
Increase (decrease) in incentive fees payable		329,763			—
Increase (decrease) in directors’ fees payable		5,389			(187	)
Increase (decrease) in transfer agent fees payable		(4,280	)		3,949
Increase (decrease) in interest and credit facility expense payable		1,309,217			46,596
Increase (decrease) in accrued organization and offering costs		—			(90,308	)
Increase (decrease) in accrued expenses and other liabilities		14,146			312,733
Net cash provided by (used for) operating activities		(117,031,102	)		(36,125,098	)
Cash flows from financing activities
Issuance of common stock		53,655,735			12,524,051
Repurchase of common stock		(147,710	)		—
Distributions paid		(879,944	)		—
Financing costs paid		(899,944	)		(92,993	)
Borrowings on debt		199,300,000			54,950,000
Repayments of debt		(127,450,000	)		(46,600,000	)
Net cash provided by (used for) financing activities		123,578,137			20,781,058
Net increase (decrease) in cash		6,547,035			(15,344,040	)
Cash and cash equivalents, beginning of period		2,510,208			17,139,858
Cash and cash equivalents, end of period	$	9,057,243		$	1,795,818
Supplemental and non-cash financing activities
Cash paid during the period for interest	$	1,657,483		$	232,822
Issuance of common shares pursuant to distribution reinvestment plan	$	1,497,101		$	424,430
Excise taxes paid	$	—		$	2,339

See Notes to Unaudited Consolidated Financial Statements

7

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of June 30, 2019

(Unaudited)

Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value
Investments at Fair Value - 244.88% + * # ^
U.S. Corporate Debt - 240.08%
1st Lien/Senior Secured Debt - 232.86%
BEP Borrower Holdco, LLC	Business Services	Term Loan A	7.41% (L + 5.00%; 1.00% Floor)	06/12/2024	$	3,435,477	$	3,384,346		$	3,383,945
BEP Borrower Holdco, LLC(1)	Business Services	Revolver	7.41% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(6,383	)		(6,442	)
BEP Borrower Holdco, LLC(1)	Business Services	Delayed Draw Term Loan B	7.41% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(25,531	)		(25,766	)
BEP Borrower Holdco, LLC(1)	Business Services	Delayed Draw Term Loan A	7.41% (L + 5.00%; 1.00% Floor)	06/12/2024		—		(12,765	)		(12,883	)
Edgewood Partners Holdings LLC	Business Services	Term Loan	6.65% (L + 4.25%; 1.00% Floor)	09/06/2024		3,130,597		3,101,140			3,099,292
Edgewood Partners Holdings LLC(1) (2)	Business Services	Delayed Draw Term Loan	6.65% (L + 4.25%; 1.00% Floor)	09/06/2024		—		(15,801	)		(16,943	)
Nuvei Technologies Corp.(3)	Business Services	Initial U.S. Term Loan Commitment	9.00% (P + 3.50%; 1.00% Floor)	09/29/2025		667,511		661,390			660,836
Nuvei Technologies Corp.(3)	Business Services	Initial Canadian Term Loan Commitment	9.00% (P + 3.50%; 1.00% Floor)	09/29/2025		1,001,267		992,084			991,255
Nuvei Technologies Corp.(1) (3)	Business Services	Delayed Draw Term Loan	6.89% (L + 4.50%; 1.00% Floor)	09/29/2025		410,885		406,438			406,046
Quirch Foods Holdings, LLC	Business Services	Term Loan B	8.40% (L + 6.00%)	12/19/2025		2,128,242		2,107,823			2,106,960
Single Digits, Inc.	Business Services	Term Loan	8.33% (L + 6.00%; 1.00% Floor)	12/21/2023		3,312,534		3,280,903			3,279,409
Single Digits, Inc.(1) (2)	Business Services	Revolver	8.33% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(3,734	)		(4,161	)
Single Digits, Inc.(1) (2)	Business Services	Delayed Draw Term Loan	8.33% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(9,644	)		(10,404	)
Smile Brands, Inc.	Business Services	Term Loan	7.38% (L + 4.50%)	10/12/2024		1,647,969		1,633,177			1,631,489
Smile Brands, Inc.(1)	Business Services	Revolver	9.00% (P + 3.50%)	10/12/2023		97,393		65,741			65,401
Smile Brands, Inc.(1)	Business Services	Delayed Draw Term Loan	7.38% (L + 4.50%)	10/12/2024		216,638		211,033			210,275
Trade Supplies Acquisition, LLC	Business Services	Term Loan	6.91% (L + 4.50%; 1.00% Floor)	11/21/2023		6,269,995		6,182,600			6,269,995
Trade Supplies Acquisition, LLC(1) (2)	Business Services	Revolver	6.91% (L + 4.50%; 1.00% Floor)	11/21/2023		—		(7,771	)		—
D1 Holdings LLC	Communications & IT Infrastructure	Note	7.00%	06/26/2020		31,109		31,109			31,109
InSite Wireless Group, LLC(1)	Communications & IT Infrastructure	Term Loan	7.91% (L + 5.53%; 0.50% Floor)	03/15/2023		2,317,464		2,287,419			2,264,212
InSite Wireless Group, LLC(1)	Communications & IT Infrastructure	Revolver	7.91% (L + 5.53%; 0.50% Floor)	03/15/2023		98,615		96,414			95,657
Captain D’s, Inc.	Consumer Non-Cyclical	Term Loan	6.89% (L + 4.50%; 1.00% Floor)	12/15/2023		2,013,581		1,997,651			1,993,445
Captain D’s, Inc.(1) (4)	Consumer Non-Cyclical	Revolver	6.89% (L + 4.50%; 1.00% Floor)	12/15/2023		123,087		71,284			70,869
GPS Hospitality Holding Company LLC	Consumer Non-Cyclical	Term Loan B	6.65% (L + 4.25%)	12/08/2025		2,441,587		2,407,330			2,404,963
Lucky Bucks, LLC	Consumer Non-Cyclical	Term Loan	9.62% (L + 7.00%; 1.00% Floor)	04/10/2023		1,020,539		1,004,868			1,002,680
Lucky Bucks, LLC(1)	Consumer Non-Cyclical	Delayed Draw Term Loan	9.52% (L + 7.00%; 1.00% Floor)	04/10/2023		662,826		646,165			643,435
Tropical Smoothie Cafe, LLC	Consumer Non-Cyclical	Term Loan	7.90% (L + 5.50%; 1.00% Floor)	09/24/2023		1,350,089		1,338,393			1,336,588
Tropical Smoothie Cafe, LLC(1)	Consumer Non-Cyclical	Revolver	7.90% (L + 5.50%; 1.00% Floor)	09/24/2023		38,574		37,398			37,224
AEG Holding Company, Inc.	Education	Term Loan	8.42% (L + 6.00%; 1.00% Floor)	11/20/2023		1,885,684		1,848,659			1,847,970
AEG Holding Company, Inc.	Education	Term Loan	8.41% (L + 6.00%, 1.00% Floor)	11/20/2023		6,137,405		6,043,747			6,014,657
AEG Holding Company, Inc.(1)	Education	Revolver	8.41% (L + 6.00%; 1.00% Floor)	11/20/2023		502,589		484,067			480,252
AEG Holding Company, Inc.	Education	Delayed Draw Term Loan	8.42% (L + 6.00%; 1.00% Floor)	11/20/2023		1,083,629		1,067,655			1,061,957
BCP Raptor II, LLC(5)	Energy	Term Loan	7.15% (L + 4.75%)	11/03/2025		5,740,914		5,733,592			5,449,103
Brazos Delaware II, LLC(5)	Energy	Term Loan B	6.38% (L + 4.00%)	05/21/2025		4,065,694		3,958,474			3,816,670
Nine Point Energy, LLC	Energy	Term Loan	7.92% (L + 5.50%; 1.00% Floor)	06/07/2024		4,921,875		4,824,080			4,823,438
Nine Point Energy, LLC(1)	Energy	Revolver	7.92% (L + 5.50%; 1.00% Floor)	06/07/2024		—		(6,497	)		(6,563	)
Nine Point Energy, LLC(1)	Energy	Delayed Draw Term Loan	7.92% (L + 5.50%; 1.00% Floor)	06/07/2024		—		(34,713	)		(35,000	)
American Physician Partners, LLC	Healthcare & HCIT	Term Loan A	8.83% (L + 6.50%; 1.00% Floor)	12/21/2021		5,730,469		5,655,562			5,644,512
American Physician Partners, LLC(1)	Healthcare & HCIT	Revolver	8.83% (L + 6.50%; 1.00% Floor)	12/21/2021		217,561		212,101			210,901
American Physician Partners, LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	8.83% (L + 6.50%; 1.00% Floor)	12/21/2021		707,573		694,410			691,365
Analogic Corporation	Healthcare & HCIT	Term Loan	8.40% (L + 6.00%; 1.00% Floor)	06/24/2024		2,990,446		2,939,106			2,930,637
Analogic Corporation(1) (2)	Healthcare & HCIT	Revolver	8.40% (L + 6.00%; 1.00% Floor)	06/22/2023		—		(4,785	)		(5,739	)
CutisPharma Inc.	Healthcare & HCIT	Term Loan	8.28% (L + 5.75%; 1.00% Floor)	03/21/2023		7,292,268		7,167,992			7,164,653
CutisPharma Inc.(1) (2)	Healthcare & HCIT	Revolver	8.28% (L + 5.75%; 1.00% Floor)	03/21/2023		—		(8,199	)		(8,451	)
CutisPharma Inc.(1) (2)	Healthcare & HCIT	Delayed Draw Term Loan	8.28% (L + 5.75%; 1.00% Floor)	03/21/2023		—		(32,794	)		(33,805	)
Delaware Valley Management Holdings, Inc.	Healthcare & HCIT	Term Loan	8.16% (L + 5.75%; 1.00% Floor)	03/21/2024		4,436,327		4,351,549			4,347,601

8

Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value
Delaware Valley Management Holdings, Inc.(1) (2)	Healthcare & HCIT	Revolver	8.16% (L + 5.75%, 1.00% Floor)	03/21/2024	$	—	$	(9,977	)	$	(10,538	)
Delaware Valley Management Holdings, Inc.(1) (2)	Healthcare & HCIT	Delayed Draw Term Loan	8.16% (L + 5.75%; 1.00% Floor)	03/21/2024		—		(56,138	)		(105,376	)
Ethos Veterinary Health LLC(1)	Healthcare & HCIT	Term Loan	7.40% (L + 5.00%)	05/15/2026		3,394,503		3,352,533			3,352,167
GHA Buyer, Inc.	Healthcare & HCIT	Term Loan	7.90% (L + 5.50%; 1.00% Floor)	10/23/2023		2,008,257		1,972,866			1,968,092
GHA Buyer, Inc.(1) (2)	Healthcare & HCIT	Revolver	7.90% (L + 5.50%; 1.00% Floor)	10/23/2023		—		(3,505	)		(4,050	)
GHA Buyer, Inc.(1) (2)	Healthcare & HCIT	Delayed Draw Term Loan	7.90% (L + 5.50%; 1.00% Floor)	10/23/2023		—		(3,978	)		(13,501	)
INH Buyer, Inc.	Healthcare & HCIT	Term Loan	9.08% (L + 6.50%; 1.00% Floor)	01/31/2025		8,665,076		8,540,142			8,535,100
INH Buyer, Inc.(1)	Healthcare & HCIT	Revolver	9.08% (L + 6.50%; 1.00% Floor)	01/31/2024		27,448		24,568			24,360
Pinnacle Dermatology Management, LLC	Healthcare & HCIT	Term Loan	6.60% (L + 4.25%; 1.00% Floor)	05/18/2023		1,854,957		1,825,508			1,817,858
Pinnacle Dermatology Management, LLC(1) (2)	Healthcare & HCIT	Revolver	6.60% (L + 4.25%; 1.00% Floor)	05/18/2023		—		(7,317	)		(9,368	)
Pinnacle Dermatology Management, LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	6.58% (L + 4.25%; 1.00% Floor)	05/18/2023		2,833,963		2,761,299			2,740,278
Platinum Dermatology Partners, LLC	Healthcare & HCIT	Term Loan	8.83% (L + 6.25%; 1.00% Floor)	01/03/2023		3,158,079		3,103,274			3,094,917
Platinum Dermatology Partners, LLC	Healthcare & HCIT	Specified Delayed Draw Term Loan Commitment	8.78% (L + 6.25%; 1.00% Floor)	01/03/2023		1,969,437		1,940,738			1,930,048
Platinum Dermatology Partners, LLC(1) (6)	Healthcare & HCIT	Revolver	8.83% (L + 6.25%; 1.00% Floor)	01/03/2023		229,352		222,303			219,380
Platinum Dermatology Partners, LLC(1)	Healthcare & HCIT	General Delayed Draw Term Loan Commitment	8.58% (L + 6.25%; 1.00% Floor)	01/03/2023		1,425,972		1,397,097			1,386,084
Qualifacts Corporation	Healthcare & HCIT	Term Loan	8.44% (L + 6.00%; 1.00% Floor)	12/12/2022		2,820,000		2,775,556			2,820,000
Qualifacts Corporation(1) (2)	Healthcare & HCIT	Revolver	8.44% (L + 6.00%; 1.00% Floor)	12/12/2022		—		(4,173	)		—
RCP Encore Acquisition, Inc.	Healthcare & HCIT	Term Loan	7.16% (L + 4.75%; 1.00% Floor)	06/09/2025		3,994,739		3,955,117			3,954,792
Theranest, LLC	Healthcare & HCIT	Term Loan	7.59% (L + 5.00%; 1.00% Floor)	07/24/2023		3,000,000		2,949,937			2,940,000
Theranest, LLC(1) (2)	Healthcare & HCIT	Revolver	7.59% (L + 5.00%; 1.00% Floor)	07/24/2023		—		(7,000	)		(8,571	)
Theranest, LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	7.52% (L + 5.00%; 1.00% Floor)	07/24/2023		1,062,214		1,027,334			1,017,214
RxBenefits, Inc.	Pharmaceutical	Term Loan A	7.70% (L + 5.50%; 1.00% Floor)	03/28/2025		5,807,092		5,807,092			5,749,021
RxBenefits, Inc.(1) (2)	Pharmaceutical	Revolver	7.70% (L + 5.50%; 1.00% Floor)	03/29/2024		92,427		—			(5,758	)
AMI US Holdings Inc.	Software & Services	Term Loan	7.94% (L + 5.50%; 1.00% Floor)	04/01/2025		8,298,200		8,137,541			8,132,236
AMI US Holdings Inc.(1)	Software & Services	Revolver	7.94% (L + 5.50%)	04/01/2024		218,921		198,072			197,029
Avetta, LLC	Software & Services	Term Loan	7.90% (L + 5.50%; 1.00% Floor)	04/10/2024		3,303,804		3,215,782			3,237,728
Avetta, LLC(1) (2)	Software & Services	Revolver	7.90% (L + 5.50%; 1.00% Floor)	04/10/2024		—		(7,519	)		(9,888	)
Avetta, LLC	Software & Services	Incremental Term Loan B	7.90% (L + 5.50%; 1.00% Floor)	04/10/2024		4,348,612		4,263,171			4,261,639
Avetta, LLC(1) (2)	Software & Services	Delayed Draw Term Loan	7.90% (L + 5.50%; 1.00% Floor)	04/10/2024		—		(12,401	)		(12,360	)
Broadway Technology, LLC	Software & Services	Term Loan	7.34% (L + 4.75%; 1.00% Floor)	04/01/2024		4,466,994		4,380,053			4,377,654
Broadway Technology, LLC(1) (2)	Software & Services	Revolver	7.34% (L + 4.75%; 1.00% Floor)	04/01/2024		—		(7,311	)		(7,677	)
Businesssolver.com, Inc.	Software & Services	Term Loan	10.02% (L + 7.50%; 1.00% Floor)	05/15/2023		2,588,235		2,546,582			2,588,235
Businesssolver.com, Inc.(1)	Software & Services	Revolver	10.02% (L + 7.50%; 1.00% Floor)	05/15/2023		38,824		33,804			38,824
Businesssolver.com, Inc.(1)	Software & Services	Delayed Draw Term Loan	10.02% (L + 7.50%; 1.00% Floor)	05/15/2023		213,529		210,130			213,529
Degreed, Inc.	Software & Services	Term Loan	8.75% (L + 6.35%; 1.00% Floor)	05/31/2024		2,228,335		2,206,240			2,206,051
Degreed, Inc.	Software & Services	Revolver	8.75% (L + 6.35%; 1.00% Floor)	05/31/2024		417,813		413,689			413,635
Degreed, Inc.(1) (2)	Software & Services	Delayed Draw Term Loan	8.75% (L + 6.35%; 1.00% Floor)	05/31/2024		—		(14,432	)		(14,623	)
Drilling Info Holdings, Inc.(5)	Software & Services	Term Loan	6.65% (L + 4.25%)	07/30/2025		3,395,236		3,381,242			3,378,259
Drilling Info Holdings, Inc.(1) (2) (5)	Software & Services	Delayed Draw Term Loan	6.65% (L + 4.25%)	07/30/2025		—		(78	)		(86	)
E2open LLC	Software & Services	Term Loan	7.52% (L + 5.00%; 1.00% Floor)	11/26/2024		4,129,542		4,072,678			4,067,598
E2open LLC(1) (2)	Software & Services	Revolver	7.52% (L + 5.00%; 1.00% Floor)	11/26/2024		—		(4,219	)		(4,670	)
E2open LLC	Software & Services	Delayed Draw Term Loan	7.52% (L + 5.00%; 1.00% Floor)	11/26/2024		827,750		821,732			815,334
Engage2Excel, Inc.	Software & Services	Term Loan	9.09% (L + 6.50%; 1.00% Floor)	03/07/2023		2,985,306		2,936,525			2,925,600
Engage2Excel, Inc.	Software & Services	Term Loan	9.12% (L + 6.50%; 1.00% Floor)	03/07/2023		1,035,669		1,015,757			1,014,956
Engage2Excel, Inc.(1)	Software & Services	Revolver	11.00% (P + 5.50%; 1.00% Floor)	03/07/2023		109,931		103,426			102,393
Engage2Excel, Inc.(1) (2)	Software & Services	Delayed Draw Term Loan	11.00% (P + 5.50%; 1.00% Floor)	03/07/2023		—		(6,345	)		(6,645	)
EnterpriseDB Corporation	Software & Services	Term Loan	7.64% (L + 4.50%; 0.75% PIK; 1.00% Floor)	06/21/2024		7,799,171		7,643,764			7,643,188
EnterpriseDB Corporation(1)	Software & Services	Revolver	7.64% (L + 4.50%; 0.75% PIK; 1.00% Floor)	06/21/2024		—		(13,867	)		(13,927	)
Exterro, Inc.	Software & Services	Term Loan	7.03% (L + 4.50%; 1.00% Floor)	05/31/2024		6,082,851		5,962,245			5,961,194
Exterro, Inc.(1) (2)	Software & Services	Revolver	7.03% (L + 4.50%; 1.00% Floor)	05/31/2024		—		(4,850	)		(6,600	)
Exterro, Inc.	Software & Services	Initial Term Loan	7.01% (L + 4.50%; 1.00% Floor)	05/31/2024		2,940,300		2,893,748			2,881,494
Finalsite Holdings, Inc.	Software & Services	Term Loan	8.09% (L + 5.50%; 1.00% Floor)	09/25/2024		3,349,908		3,297,464			3,299,659
Finalsite Holdings, Inc.(1) (2)	Software & Services	Revolver	8.09% (L + 5.50%; 1.00% Floor)	09/25/2024		—		(3,880	)		(3,797	)
Genesis Acquisition Co.	Software & Services	Term Loan	6.33% (L + 4.00%)	07/31/2024		1,369,583		1,345,819			1,342,192
Genesis Acquisition Co.(1) (2)	Software & Services	Revolver	6.33% (L + 4.00%)	07/31/2024		—		(3,446	)		(4,048	)
Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value
Genesis Acquisition Co.(1) (2)	Software & Services	Delayed Draw Term Loan	6.33% (L + 4.00%)	07/31/2024	$	—	$	(3,107	)	$	(3,645	)
Ministry Brands, LLC	Software & Services	Term Loan	6.33% (L + 4.00%; 1.00% Floor)	12/02/2022		3,160,387		3,148,453			3,144,585

9

Ministry Brands, LLC(1)	Software & Services		Delayed Draw Term Loan	6.33% (L + 4.00%; 1.00% Floor)	12/02/2022		660,923		655,644			653,958
Perforce Intermediate Holdings, LLC	Software & Services		Term Loan	9.00% (P + 3.50%; 1.00% Floor)	12/27/2024		6,336,042		6,173,633			6,336,042
Perforce Intermediate Holdings, LLC(1)	Software & Services		Revolver	9.00% (P + 3.50%; 1.00% Floor)	12/28/2022		40,221		27,902			40,221
Rhode Holdings Inc.	Software & Services		Term Loan	7.94% (L + 5.50%; 1.00% PIK; 1.00% Floor)	05/02/2025		4,462,010		4,418,747			4,372,770
Rhode Holdings Inc.(1) (2)	Software & Services		Revolver	7.94% (L + 6.50%; 1.00% Floor)	05/02/2025		—		(3,665	)		(7,520	)
Rhode Holdings Inc.(1) (2)	Software & Services		Delayed Draw Term Loan	7.94% (L + 5.50%; 1.00% PIK; 1.00% Floor)	05/02/2025		—		(5,234	)		(5,371	)
Selligent, Inc.	Software & Services		Term Loan	7.83% (L + 5.50%; 1.00% Floor)	11/05/2024		1,916,701		1,891,001			1,887,950
Selligent, Inc.(1) (2)	Software & Services		Revolver	7.83% (L + 5.50%; 1.00% Floor)	11/03/2023		—		(2,625	)		(3,010	)
Sirsi Corporation	Software & Services		Term Loan	7.27% (L + 4.75%; 1.00% Floor)	03/15/2024		9,079,627		8,952,532			8,943,433
Sirsi Corporation(1)	Software & Services		Revolver	7.16% (L + 4.75%; 1.00% Floor)	03/15/2024		221,497		213,660			213,190
Sugarcrm Inc.	Software & Services		Term Loan	9.15% (L + 6.75%; 1.00% Floor)	07/31/2024		3,235,401		3,185,731			3,178,782
Sugarcrm Inc.(1)	Software & Services		Revolver	9.39% (L + 6.75%; 1.00% Floor)	07/31/2024		186,146		181,525			180,717
Summit Infrastructure Group, Inc.	Software & Services		Term Loan	7.42% (L + 5.00%; 1.00% Floor)	03/15/2024		7,035,977		6,899,689			6,895,257
Summit Infrastructure Group, Inc.(1) (2)	Software & Services		Revolver	7.42% (L + 5.00%; 1.00% Floor)	03/15/2024		—		(10,622	)		(11,258	)
Summit Infrastructure Group, Inc.(1) (2)	Software & Services		Delayed Draw Term Loan	7.42% (L + 5.00%; 1.00% Floor)	03/15/2024		—		(21,244	)		(22,515	)
Swiftpage, Inc.	Software & Services		Term Loan A	7.91% (L + 5.50%; 1.00% Floor)	06/13/2023		230,957		226,628			226,338
Swiftpage, Inc.	Software & Services		Term Loan	7.90% (L + 5.50%; 1.00% Floor)	06/13/2023		2,509,463		2,468,639			2,459,274
Swiftpage, Inc.(1) (2)	Software & Services		Revolver	7.90% (L + 5.50%; 1.00% Floor)	06/13/2023		—		(3,582	)		(4,506	)
Symplr Software, Inc.(7)	Software & Services		Term Loan	8.33% (L + 6.00%)	11/28/2025		5,785,985		5,703,468			5,699,195
Symplr Software, Inc.(1) (7)	Software & Services		Revolver	8.33% (L + 6.00%)	11/30/2023		169,870		165,938			165,423
TRGRP, Inc.	Software & Services		Term Loan	9.33% (L + 4.50%; 2.50% PIK; 1.00% Floor)	11/01/2023		4,744,543		4,658,204			4,649,652
TRGRP, Inc.(1) (2)	Software & Services		Revolver	9.33% (L + 4.50%; 2.50% PIK; 1.00% Floor)	11/01/2023		—		(5,803	)		(6,667	)
TRGRP, Inc.	Software & Services		Incremental Term Loan	9.33% (L + 4.50%; 2.50% PIK; 1.00% Floor)	11/01/2023		1,060,223		1,039,216			1,039,019
Velocity Purchaser Corporation	Software & Services		Term Loan	8.41% (L + 6.00%; 1.00% Floor)	12/01/2022		2,815,750		2,776,380			2,787,593
Velocity Purchaser Corporation	Software & Services		Term Loan	8.40% (L + 6.00%; 1.00% Floor)	12/01/2022		700,038		688,051			693,037
Velocity Purchaser Corporation(1) (2)	Software & Services		Revolver	8.40% (L + 6.00%; 1.00% Floor)	12/01/2022		—		(2,837	)		(1,932	)
Watermark Insights, LLC	Software & Services		Term Loan	7.14% (L + 4.75%; 1.00% Floor)	06/07/2024		2,625,967		2,603,760			2,599,708
Watermark Insights, LLC	Software & Services		Delayed Draw Term Loan	7.14% (L + 4.75%; 1.00% Floor)	06/07/2024		329,538		327,515			326,242
Purchasing Power, LLC	Specialty Finance		Term Loan	9.65% (L + 7.25%; 1.00% Floor)	02/06/2024		2,978,974		2,928,936			2,926,842
Dillon Logistics, Inc.	Transport & Logistics		Term Loan C	9.58% (L + 7.00%; 1.00% Floor)	12/31/2020		72,970		72,167			68,592
Dillon Logistics, Inc.	Transport & Logistics		Term Loan B	9.58% (L + 7.00%; 1.00% Floor)	12/11/2023		1,143,656		1,122,895			1,075,037
Dillon Logistics, Inc.	Transport & Logistics		Term Loan A	9.58% (L + 7.00%; 1.00% Floor)	12/11/2023		2,592,288		2,545,108			2,436,750
Dillon Logistics, Inc.(1) (8)	Transport & Logistics		Revolver	9.54% (L + 7.00%; 1.00% Floor)	12/11/2023		337,944		332,293			313,546
OSG Bulk Ships, Inc.	Transport & Logistics		Term Loan	7.44% (L + 5.00%)	12/21/2023		6,291,798		6,220,214			6,213,151
Total 1st Lien/Senior Secured Debt									246,890,685			246,168,779
2nd Lien/Junior Secured Debt —7.22%
Brave Parent Holdings, Inc.	Energy		Term Loan	10.08% (L + 7.50%)	04/17/2026		1,230,107		1,202,817			1,200,773
Conterra Ultra Broadband Holdings, Inc.	Software & Services		Term Loan	10.44% (L + 8.00%; 1.00% Floor)	04/30/2027		6,537,710		6,440,954			6,439,645
Total 2nd Lien/Junior Secured Debt									7,643,771			7,640,418
Total U.S. Corporate Debt									254,534,456			253,809,197
Portfolio Company		Industry		Coupon		Shares		Cost			Fair Value
U.S. Preferred Stock - 3.53%
Degreed, Inc.(9)			Software & Services				43,819	$	278,541		$	278,540
Heap(9)			Software & Services				189,617		696,351			696,351
Protoscale Rubrik(9)			Software & Services				25,397		598,212			598,201
Symplr Software Intermediate Holdings, Inc.(9)			Software & Services				1,196		1,160,531			1,160,531
Workfront, Inc.(9)			Software & Services				104,058		999,998			999,998
Total U.S. Preferred Stock									3,733,633			3,733,621
U.S. Common Stock - 1.27%
SSC TS Investments, LLC(9) (10)			Business Services				62,734	$	62,734		$	67,753
Leeds FEG Investors, LLC(9)			Education				311		311,400			370,255
Portfolio Company		Industry		Coupon		Shares		Cost			Fair Value
INH Group Holdings(9)			Healthcare & HCIT				484,552	$	484,552		$	484,552
Aggregator, LLC(9)			Software & Services				417,813		417,813			417,813
Total U.S. Common Stock									1,276,499			1,340,373
TOTAL INVESTMENTS - 244.88%(11)								$	259,544,588		$	258,883,191
Cash Equivalents - 6.81%
U.S. Investment Companies - 6.81%
Fidelity Government Portfolio I(12)			Money Market Portfolio	2.23% (13)			2,317,109	$	2,317,109		$	2,317,109

10

Fidelity Government Portfolio I(12)	Money Market Portfolio	2.23% (13)	4,885,139	4,885,139		4,885,139
Total U.S. Investment Companies				7,202,248		7,202,248
Total Cash Equivalents				7,202,248		7,202,248
LIABILITIES IN EXCESS OF OTHER ASSETS - (151.69%)					$	(160,369,103	)
NET ASSETS—100.00%					$	105,716,336

⁺ As of June 30, 2019, qualifying assets represented 97.43% of total assets. Under the 1940 Act we may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets.

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

^# Percentages are based on net assets.

^{^} Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of June 30, 2019, rates for 1M L, 2M L, 3M L and 6M L are 2.40%, 2.33%, 2.32% and 2.20%, respectively. As of June 30, 2019, the U.S. Prime rate was 5.50%.

⁽¹⁾ Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 “Commitments and Contingencies”.

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

⁽³⁾ Pivotal Payments, Inc. has been renamed to Nuvei Technologies Corp. in 2019.

⁽⁴⁾ $16,254 of the funded par amount accrues interest at 9.00% (P+3.50%).

⁽⁵⁾ Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.

⁽⁶⁾ $104,704 of the funded par amount accrues interest at 10.75% (P+5.25%).

⁽⁷⁾ Caliper Software, Inc. has been renamed to Symplr Software, Inc. in 2019.

⁽⁸⁾ $9,143 of the funded par amount accrues interest at 11.50% (P+6.00%).

⁽⁹⁾ Non-income producing investment.

⁽¹⁰⁾ SSC TS Investments, LLC is held through ABPCIC SSC TS Holdings LLC.

⁽¹¹⁾ Aggregate gross unrealized appreciation for federal income tax purposes is $473,826; aggregate gross unrealized depreciation for federal income tax purposes is $1,135,223. Net unrealized depreciation is $661,397 based upon a tax cost basis of $259,544,588.

⁽¹²⁾ Included within ‘Cash and cash equivalents’ on the Consolidated Statements of Assets and Liabilities.

⁽¹³⁾ The rate shown is the annualized seven-day yield as of June 30, 2019.

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

See Notes to Unaudited Consolidated Financial Statements

11

AB Private Credit Investors Corporation

Consolidated Schedule of Investments as of December 31, 2018

Portfolio Company	Industry	Facility Type	Interest	Maturity	Funded Par Amount		Cost			Fair Value
Investments at Fair Value—217.79% + * # ^
U.S. Corporate Debt—215.36%
1st Lien/Senior Secured Debt—213.46%
Pivotal Payments Direct Corp.	Business Services	Initial Canadian Term Loan Commitment	9.00% (P + 3.50%; 1.00% Floor)	09/28/2025	$	1,004,630	$	994,863		$	994,584
Pivotal Payments, Inc.	Business Services	Initial U.S. Term Loan Commitment	9.00% (P + 3.50%; 1.00% Floor)	09/28/2025		672,556		666,017			665,830
Pivotal Payments, Inc.(1)	Business Services	Delayed Draw Term Loan	7.01% (L + 4.50%; 1.00% Floor)	09/28/2025		302,582		297,860			297,725
Single Digits, Inc.	Business Services	Term Loan	8.79% (L + 6.00%; 1.00% Floor)	12/21/2023		3,329,180		3,295,889			3,295,889
Single Digits, Inc.(1) (2)	Business Services	Revolver	8.79% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(4,161	)		(4,161	)
Single Digits, Inc.(1) (2)	Business Services	Delayed Draw Term Loan	8.79% (L + 6.00%; 1.00% Floor)	12/21/2023		—		(10,404	)		(10,404	)
Smile Brands, Inc.	Business Services	Term Loan	7.13% (L + 4.50%)	10/12/2024		1,656,250		1,640,203			1,639,688
Smile Brands, Inc.(1)	Business Services	Revolver	9.00% (P + 3.50%)	10/12/2023		42,468		40,015			39,920
Smile Brands, Inc.(1)	Business Services	Delayed Draw Term Loan	7.13% (L + 4.50%)	10/12/2024		159,680		153,543			153,309
Trade Supplies Acquisition, LLC	Business Services	Term Loan	7.01% (L + 4.50%; 1.00% Floor)	11/21/2023		6,301,503		6,208,200			6,206,980
Trade Supplies Acquisition, LLC(1)	Business Services	Revolver	9.00% (P + 3.50%; 1.00% Floor)	11/21/2023		119,748		111,113			110,914
InSite Wireless Group, LLC(1)	Communications & IT Infrastructure	Term Loan	8.03% (L + 5.61%; 0.50% Floor)	03/15/2023		2,238,572		2,206,783			2,185,319
InSite Wireless Group, LLC(1) (2)	Communications & IT Infrastructure	Revolver	8.03% (L + 5.61%; 0.50% Floor)	03/15/2023		—		(2,490	)		(2,958	)
Maintech, Incorporated(3)	Communications & IT Infrastructure	Term Loan	9.80% (L + 7.00%; 1.00% Floor)	12/28/2022		2,887,500		2,845,887			2,844,187
Maintech, Incorporated (1) (3) (4)	Communications & IT Infrastructure	Revolver	11.50% (P + 6.00%; 1.00% Floor)	12/28/2022		214,500		211,071			210,375
Captain D’s, Inc.	Consumer Non-Cyclical	Term Loan	7.30% (L + 4.50%; 1.00% Floor)	12/15/2023		2,057,194		2,039,173			2,036,622
Captain D’s, Inc.(1) (5)	Consumer Non-Cyclical	Revolver	9.00% (P + 3.50%; 1.00% Floor)	12/15/2023		82,573		80,898			80,622
GPS Hospitality Holding Company LLC	Consumer Non-Cyclical	Term Loan B	6.99% (L + 4.25%)	12/06/2025		2,453,856		2,417,343			2,417,048
Lucky Bucks, LLC	Consumer Non-Cyclical	Term Loan	9.78% (L + 7.00%; 1.00% Floor)	04/09/2023		1,078,856		1,060,428			1,059,976
Lucky Bucks, LLC(1)	Consumer Non-Cyclical	Delayed Draw Term Loan	9.86% (L + 7.00%; 1.00% Floor)	04/09/2023		551,452		532,621			532,061
Tropical Smoothie Café, LLC	Consumer Non-Cyclical	Term Loan	8.00% (L + 5.50%; 1.00% Floor)	09/24/2023		1,350,089		1,337,204			1,336,588
Tropical Smoothie Café, LLC(1)	Consumer Non-Cyclical	Revolver	8.00% (L + 5.50%; 1.00% Floor)	09/24/2023		38,574		37,285			37,224
AEG Holding Company, Inc.	Education	Term Loan	8.53% (L + 6.00%; 1.00% Floor)	11/20/2023		6,168,559		6,064,136			6,045,188
AEG Holding Company, Inc.(1)	Education	Revolver	8.52% (L + 6.00%; 1.00% Floor)	11/20/2023		595,996		582,236			579,742
AEG Holding Company, Inc.(1)  (2)	Education	Delayed Draw Term Loan	8.53% (L + 6.00%; 1.00% Floor)	11/20/2023		—		(17,771	)		(21,673	)
BCP Raptor II, LLC(6)	Energy	Term Loan	7.37% (L + 4.75%)	11/03/2025		5,740,914		5,712,752			5,303,169
Brazos Delaware II, LLC(6)	Energy	Term Loan B	6.50% (L + 4.00%)	05/21/2025		4,086,228		3,957,985			3,738,898
American Physician Partners LLC	Healthcare & HCIT	Term Loan A	9.30% (L + 6.25%; 1.00% Floor)	12/21/2021		3,113,453		3,068,540			3,066,751
American Physician Partners LLC(1)	Healthcare & HCIT	Revolver	9.29% (L + 6.25%; 1.00% Floor)	12/21/2021		241,459		232,964			232,626
American Physician Partners LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	9.30% (L + 6.25%; 1.00% Floor)	12/21/2021		446,243		393,462			391,355
Analogic Corporation	Healthcare & HCIT	Term Loan	8.52% (L + 6.00%; 1.00% Floor)	06/22/2024		3,005,511		2,949,568			2,945,401
Analogic Corporation(1) (2)	Healthcare & HCIT	Revolver	8.52% (L + 6.00%; 1.00% Floor)	06/22/2023		—		(5,246	)		(5,739	)
GHA Buyer, Inc.	Healthcare & HCIT	Term Loan	8.02% (L + 5.50%; 1.00% Floor)	10/22/2023		2,025,133		1,985,938			1,984,631
GHA Buyer, Inc.(1) (2)	Healthcare & HCIT	Revolver	8.02% (L + 5.50%; 1.00% Floor)	10/22/2023		—		(3,895	)		(4,050	)
GHA Buyer, Inc.(1) (2)	Healthcare & HCIT	Delayed Draw Term Loan	8.02% (L + 5.50%; 1.00% Floor)	10/22/2023		—		(5,966	)		(13,501	)
Pinnacle Dermatology Management, LLC	Healthcare & HCIT	Term Loan	6.77% (L + 4.25%; 1.00% Floor)	05/18/2023		1,864,326		1,831,047			1,827,039
Pinnacle Dermatology Management, LLC(1) (2)	Healthcare & HCIT	Revolver	6.77% (L + 4.25%; 1.00% Floor)	05/18/2023		—		(8,226	)		(9,368	)
Pinnacle Dermatology Management, LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	6.77% (L + 4.25%; 1.00% Floor)	05/18/2023		2,763,699		2,681,310			2,670,014
Platinum Dermatology Partners, LLC	Healthcare & HCIT	Term Loan	9.05% (L + 6.25%; 1.00% Floor)	01/03/2023		3,169,048		3,108,282			3,105,667
Platinum Dermatology Partners, LLC(1) (2)	Healthcare & HCIT	Revolver	9.05% (L + 6.25%; 1.00% Floor)	01/03/2023		—		(8,024	)		(9,972	)
Platinum Dermatology Partners, LLC	Healthcare & HCIT	Specified Delayed Draw Term Loan Commitment	9.11% (L + 6.25%; 1.00% Floor)	01/03/2023		1,979,408		1,946,432			1,939,820
Platinum Dermatology Partners, LLC(1)	Healthcare & HCIT	General Delayed Draw Term Loan Commitment	9.13% (L + 6.25%; 1.00% Floor)	01/03/2023		1,425,972		1,392,746			1,386,084
Qualifacts Corporation	Healthcare & HCIT	Term Loan	9.78% (L + 7.00%; 1.00% Floor)	12/12/2022		2,820,000		2,773,525			2,805,900
Qualifacts Corporation(1) (2)	Healthcare & HCIT	Revolver	9.78% (L + 7.00%; 1.00% Floor)	12/12/2022		—		(4,756	)		(1,500	)
Theranest, LLC	Healthcare & HCIT	Term Loan	7.76% (L + 5.00%; 1.00% Floor)	07/23/2023		3,000,000		2,944,416			2,940,000

12

Portfolio Company	Industry	Facility Type	Interest	Maturity		Funded Par Amount		Cost			Fair Value
Theranest, LLC(1) (2)	Healthcare & HCIT	Revolver	7.76% (L + 5.00%; 1.00% Floor)		07/23/2023	$	—	$	(7,832)		$	(8,571)
Theranest, LLC(1)	Healthcare & HCIT	Delayed Draw Term Loan	7.79% (L + 5.00%; 1.00% Floor)		07/23/2023		214,286		173,176			169,286
Avetta, LLC	Software & Services	Term Loan	7.76% (L + 5.25%; 1.00% Floor)		04/10/2024		3,320,490		3,260,667			3,287,285
Avetta, LLC(1) (2)	Software & Services	Revolver	7.76% (L + 5.25%; 1.00% Floor)		04/10/2024		—		(8,475	)		(4,944	)
Avetta, LLC(1) (2)	Software & Services	Delayed Draw Term Loan	7.76% (L + 5.25%; 1.00% Floor)		04/10/2024		—		(13,634	)		(12,360	)
Businesssolver.com, Inc.	Software & Services	Term Loan	10.12% (L + 7.50%; 1.00% Floor)		05/15/2023		2,588,235		2,541,806			2,536,471
Businesssolver.com, Inc.(1)	Software & Services	Revolver	12.00% (P + 6.50%; 1.00% Floor)		05/15/2023		129,412		123,756			122,941
Businesssolver.com, Inc.(1)	Software & Services	Delayed Draw Term Loan	10.12% (L + 7.50%; 1.00% Floor)		05/15/2023		97,059		93,663			89,294
Caliper Software, Inc.	Software & Services	Term Loan	8.02% (L + 5.50%)		11/30/2025		3,891,026		3,832,660			3,832,660
Caliper Software, Inc.(1)	Software & Services	Revolver	8.02% (L + 5.50%)		11/30/2023		14,823		10,376			10,376
Drilling Info Holdings, Inc.(6)	Software & Services	Term Loan	6.77% (L + 4.25%)		07/30/2025		3,059,098		3,044,509			3,039,979
Drilling Info Holdings, Inc. (1) (2) (6)	Software & Services	Delayed Draw Term Loan	6.77% (L + 4.25%)		07/30/2025		—		(1,103	)		(1,461	)
E2open LLC	Software & Services	Term Loan	7.68% (L + 5.00%; 1.00% Floor)		11/26/2024		4,150,293		4,088,890			4,088,039
E2open LLC(1) (2)	Software & Services	Revolver	7.68% (L + 5.00%; 1.00% Floor)		11/26/2024		—		(4,595	)		(4,670	)
E2open LLC(1)	Software & Services	Delayed Draw Term Loan	7.68% (L + 5.00%; 1.00% Floor)		11/26/2024		93,382		86,567			80,931
Engage2Excel, Inc.	Software & Services	Term Loan	9.36% (L + 6.50%; 1.00% Floor)		03/07/2023		3,000,421		2,945,737			2,940,413
Engage2Excel, Inc.(1)	Software & Services	Revolver	9.36% (L + 6.50%; 1.00% Floor)		03/07/2023		106,790		99,884			99,252
Exterro, Inc.	Software & Services	Initial Term Loan	8.24% (L + 5.50%; 1.00% Floor)		05/31/2024		2,955,150		2,903,587			2,896,047
Exterro, Inc.(1) (2)	Software & Services	Revolver	8.24% (L + 5.50%; 1.00% Floor)		05/31/2024		—		(5,651	)		(6,600	)
Finalsite Holdings, Inc.	Software & Services	Term Loan	8.03% (L + 5.50%; 1.00% Floor)		09/25/2024		3,366,784		3,309,983			3,307,865
Finalsite Holdings, Inc.(1) (2)	Software & Services	Revolver	8.03% (L + 5.50%; 1.00% Floor)		09/25/2024		—		(4,234	)		(4,430	)
Genesis Acquisition Co.	Software & Services	Term Loan	6.52% (L + 4.00%; 1.00% Floor)		07/31/2024		1,376,466		1,350,527			1,348,936
Genesis Acquisition Co.(1) (2)	Software & Services	Revolver	6.52% (L + 4.00%; 1.00% Floor)		07/31/2024		—		(3,772	)		(4,048	)
Genesis Acquisition Co.(1) (2)	Software & Services	Delayed Draw Term Loan	6.52% (L + 4.00%; 1.00% Floor)		07/31/2024		—		(3,399	)		(3,645	)
Ministry Brands, LLC	Software & Services	1st Lien Term Loan	6.52% (L + 4.00%; 1.00% Floor)		12/02/2022		3,176,249		3,162,463			3,160,367
Ministry Brands, LLC(1)	Software & Services	Delayed Draw Term Loan	6.52% (L + 4.00%; 1.00% Floor)		12/02/2022		448,683		442,681			441,704
Perforce Intermediate Holdings, LLC	Software & Services	Term Loan	6.77% (L + 4.25%; 1.00% Floor)		12/27/2024		3,835,253		3,758,340			3,796,900
Perforce Intermediate Holdings, LLC(1) (2)	Software & Services	Revolver	6.77% (L + 4.25%; 1.00% Floor)		12/28/2022		—		(10,987	)		(5,915	)
Selligent, Inc.	Software & Services	Term Loan	8.09% (L + 5.50%; 1.00% Floor)		11/05/2024		1,926,332		1,898,180			1,897,437
Selligent, Inc.(1) (2)	Software & Services	Revolver	8.09% (L + 5.50%; 1.00% Floor)		11/03/2023		—		(2,917	)		(3,010	)
Sugarcrm, Inc.	Software & Services	Term Loan	9.27% (L + 6.75%; 1.00% Floor)		07/31/2024		3,235,401		3,181,827			3,178,782
Sugarcrm, Inc.(1)	Software & Services	Revolver	9.43% (L + 6.75%; 1.00% Floor)		07/31/2024		77,561		72,502			72,132
Swiftpage, Inc.	Software & Services	Term Loan	8.01% (L + 5.50%; 1.00% Floor)		06/13/2023		2,522,137		2,476,347			2,471,694
Swiftpage, Inc.	Software & Services	Term Loan A	8.01% (L + 5.50%; 1.00% Floor)		06/13/2023		232,118		227,512			227,475
Swiftpage, Inc.(1) (2)	Software & Services	Revolver	8.01% (L + 5.50%; 1.00% Floor)		06/13/2023		—		(4,019	)		(4,506	)
TRGRP Acquisition Corp.	Software & Services	Term Loan	9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)		11/01/2023		4,686,111		4,595,436			4,592,389
TRGRP Acquisition Corp.(1) (2)	Software & Services	Revolver	9.80% (L + 4.50%; 2.50% PIK; 1.00% Floor)		11/01/2023		—		(6,447	)		(6,667	)
Velocity Purchaser Corporation	Software & Services	Term Loan	8.53% (L + 6.00%; 1.00% Floor)		12/01/2022		2,931,594		2,883,855			2,872,962
Velocity Purchaser Corporation	Software & Services	Term Loan	8.52% (L + 6.00%; 1.00% Floor)		12/01/2022		728,749		714,791			714,174
Velocity Purchaser Corporation(1) (2)	Software & Services	Revolver	8.53% (L + 6.00%; 1.00% Floor)		12/01/2022		—		(3,174	)		(3,865	)
Veriforce Holdings, LLC	Software & Services	Term Loan	9.14% (L + 6.50%; 1.00% Floor)		07/13/2023		3,082,612		3,032,743			3,028,666
Veriforce Holdings, LLC(1) (2)	Software & Services	Revolver	9.14% (L + 6.50%; 1.00% Floor)		07/13/2023		—		(4,556	)		(4,929	)
Watermark Insights, LLC	Software & Services	Term Loan	7.26% (L + 4.75%; 1.00% Floor)		06/07/2024		2,639,230		2,614,903			2,612,837
Watermark Insights, LLC	Software & Services	Delayed Draw Term Loan	7.26% (L + 4.75%; 1.00% Floor)		06/07/2024		331,198		328,821			327,886
Dillon Logistics, Inc.	Transport & Logistics	Term Loan A	9.80% (L + 7.00%; 1.00% Floor)		12/11/2023		2,592,288		2,540,918			2,540,442
Dillon Logistics, Inc.	Transport & Logistics	Term Loan B	9.80% (L + 7.00%; 1.00% Floor)		12/11/2023		1,270,729		1,245,548			1,245,315
Dillon Logistics, Inc.	Transport & Logistics	Term Loan C	9.80% (L + 7.00%; 1.00% Floor)		12/31/2020		304,975		299,032			298,876
Dillon Logistics, Inc.(1)	Transport & Logistics	Revolver	9.65% (L + 7.00%; 1.00% Floor)		12/11/2023		333,571		325,211			325,133
OSG Bulk Ships, Inc.	Transport & Logistics	Term Loan	7.78% (L + 5.00%)		12/21/2023		6,544,642		6,463,245			6,462,835
Total 1st Lien/Senior Secured Debt									135,776,144			135,061,980
2nd Lien/Junior Secured Debt —1.90%
Brave Parent Holdings, Inc.	Energy	Term Loan	10.02% (L + 7.50%)		04/17/2026		1,230,107		1,201,433			1,200,773
Total 2nd Lien/Junior Secured Debt									1,201,433			1,200,773
Total U.S. Corporate Debt									136,977,577			136,262,753

13

Portfolio Company	Industry	Coupon	Shares		Cost		Fair Value
U.S. Preferred Stock—1.83%
Symplr Software Intermediate Holdings, Inc.(7)	Software & Services		$	1,196	$	1,160,531	$	1,160,531
Total U.S. Preferred Stock						1,160,531		1,160,531
U.S. Common Stock—0.60%
SSC TS Investments, LLC(7) (8)	Business Services			62,734	$	62,735	$	62,735
Leeds FEG Investors, LLC(7)	Education			311	$	311,400	$	317,114
Total U.S. Common Stock						374,135		379,849
TOTAL INVESTMENTS—217.79%(9)					$	138,512,243	$	137,803,133
LIABILITIES IN EXCESS OF OTHER ASSETS—(117.79%)							$	(74,529,423	)
NET ASSETS—100.00%							$	63,273,710

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

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

^#  Percentages are based on net assets.

^{^}  Generally, the interest rate on floating interest rate investments is at benchmark rate plus spread. The borrower has an option to choose the benchmark rate, such as the London Interbank Offered Rate (“LIBOR”) or the U.S. Prime rate. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates (1M L, 3M L or 6M L, respectively) at the borrower’s option. LIBOR loans may be subject to interest floors. As of December 31, 2018, rates for 1M L, 2M L, 3M L and 6M L are 2.50%, 2.61%, 2.81% and 2.88%, respectively. As of December 31, 2018, the U.S. Prime rate was 5.50%.

⁽¹⁾  Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date, that may expire prior to the maturity date stated. See Note 6 “Commitments and Contingencies”.

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

⁽³⁾  D1MT Holdings LLC has been renamed to Maintech, Incorporated in 2018.

⁽⁴⁾  $55,000 of the funded par amount accrues interest at 9.39% (L+7.00%; 1.00% Floor).

⁽⁵⁾  $33,159 of the funded par amount accrues interest at 6.89% (L+4.50%; 1.00% Floor).

⁽⁶⁾  Categorized as Level 2 assets under the definition of ASC 820 fair value hierarchy.

⁽⁷⁾  Non-income producing investment.

⁽⁸⁾  SSC TS Investments, LLC is held through ABPCIC SSC TS Holdings LLC.

⁽⁹⁾  Aggregate gross unrealized appreciation for federal income tax purposes is $116,400; aggregate gross unrealized depreciation for federal income tax purposes is $825,510. Net unrealized depreciation is $709,110 based upon a tax cost basis of $138,512,243.

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

See Notes to Unaudited Consolidated Financial Statements

14

AB Private Credit Investors Corporation

Notes to Unaudited Consolidated Financial Statements

June 30, 2019

1. Organization

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

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

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

On September 29, 2017, the Fund completed the initial closing (“Initial Closing”) of its Private Offering after entering into subscription agreements (collectively, the “Subscription Agreements”) with several investors, providing for the private placement of the Fund’s common shares. At June 30, 2019, the Fund had total Capital Commitments of $359,356,251, of which 71% is unfunded. Capital Commitments may be drawn down by the Fund on a pro rata basis, as needed (including follow-on investments), for paying the Fund’s expenses, including fees under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.

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

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

2. Significant Accounting Policies

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

The consolidated financial statements include the accounts of the Fund and its wholly-owned Blocker and Financing Subsidiary. All intercompany balances and transactions have been eliminated.

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Reclassifications

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

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

Cash and Cash Equivalents

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

Revenue Recognition

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

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

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

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

Credit Facility Related Costs, Expenses and Deferred Financing Costs

Interest expense and unused commitment fees on the Credit Facility (as defined below) are recorded on an accrual basis. Unused commitment fees are included in interest and credit facility expenses in the consolidated statements of operations. Deferred financing costs include capitalized expenses related to the closing of the Credit Facility. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term. The amortization of such costs is included in interest and credit facility expenses in the consolidated statements of operations.

Income Taxes

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

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The Fund has elected to be treated and intends to continue to be treated for federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). So long as the Fund is able to maintain its status as a RIC, it intends not to be subject to U.S. federal income tax on the portion of its taxable income and gains distributed to stockholders, if any. To qualify for RIC tax treatment, the Fund is required to distribute at least 90% of its investment company taxable income annually, meet diversification and income requirements quarterly, meet gross income requirements annually and file Form 1120-RIC, as provided by the Code. In order for the Fund not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Fund, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. The Fund will accrue excise tax on estimated undistributed taxable income as required. For the three and six months ended June 30, 2019, the Fund accrued excise taxes of $0 and $0, respectively. For the three and six months ended June 30, 2018, the Fund accrued excise taxes of $0 and $3, respectively. As of June 30, 2019, and December 31, 2018, $0 and $0, respectively, of accrued excise taxes remained payable.

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

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

Use of Estimates

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

Distributions

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

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

Recent Accounting Pronouncements

As of and for the three and six months ended June 30, 2019, there are no recent accounting pronouncements that affect the Fund.

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3. Related Party Transactions

Advisory Agreement

On July 5, 2017, the Board approved the investment advisory agreement with the Adviser (the “Advisory Agreement”), pursuant to which the Fund will pay the Adviser, quarterly in arrears, a base management fee calculated at an annual rate of 1.50%. The base management fee is calculated based on a percentage of the average outstanding assets of the Fund (which equals the gross value of equity and debt instruments, including investments made utilizing leverage), excluding cash and cash equivalents, during such fiscal quarter. The average outstanding assets will be calculated by taking the average of the amount of assets of the Fund at the beginning and end of each month that occurs during the calculation period. The base management fee will be calculated and paid quarterly in arrears but will be accrued monthly by the Fund over the fiscal quarter for which such base management fee is paid. The base management fee for any partial month or quarter will be appropriately prorated. For the three and six months ended June 30, 2019, the Fund incurred a management fee of $844,211 and $1,460,070, respectively, of which $67,927 and $131,098, respectively, were voluntarily waived by the Adviser. For the three and six months ended June 30, 2018, the Fund incurred a management fee of $173,401 and $278,873, respectively, of which $24,837 and $37,290, respectively, were voluntarily waived by the Adviser. As of June 30, 2019 and December 31, 2018, $776,284 and $830,130, respectively, of accrued management fee remained payable.

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

Income-Based Incentive Fee: The income-based incentive fee is calculated and payable quarterly in arrears based on the Fund’s net investment income prior to any deductions with respect to such income-based incentive fees and capital gains incentive fees (“Pre-incentive Fee Net Investment Income”) for the quarter, as further described below. Pre-incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees the Fund receives from portfolio companies) that the Fund accrues during the fiscal quarter, minus the Fund’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (the “Administration Agreement”) we have entered into with State Street Bank and Trust (the “Administrator”), and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, respectively, but excluding, for avoidance of doubt, the income-based incentive fee accrued under GAAP). Pre-incentive Fee Net Investment Income also includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. The Adviser is not under any obligation to reimburse the Fund for any part of the income-based incentive fees it received that was based on accrued interest that the Fund never actually received.

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

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

Description of Quarterly Incentive Fee Calculations

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

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

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

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

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

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

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

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

For the three and six months ended June 30, 2019, the Fund incurred income-based incentive fees of $299,748 and $405,835, respectively, of which $0 and $76,072, respectively, was voluntarily waived by the Adviser. As of and for the three and six months ended June 30, 2018, no incentive fees have been incurred or were payable. As of June 30, 2019 and December 31, 2018, $529,625 and $199,862, respectively, of accrued income-based incentive fees remained payable.

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

Since inception, no capital gains incentive fees have been incurred or are payable as of June 30, 2019 and December 31, 2018, and for the three and six months ended June 30, 2019 and June 30, 2018.

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

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

Administration Agreement and Expense Reimbursement Agreement

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

Expense Support and Conditional Reimbursement Agreement

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

Any Expense Payment by the Adviser pursuant to the Expense Support and Conditional Reimbursement Agreement will be subject to repayment by the Fund on a quarterly basis within the three years following the fiscal quarter of the Fund in which the Operating Expenses were paid or absorbed, if the total Operating Expenses for the current quarter, including Reimbursement Payments, expressed as a percentage of the Fund’s average gross assets during such quarter is less than the then-current Percentage Limit, if any, and the Percentage Limit that was in effect at the time when the Adviser reimbursed the Operating Expenses that are the subject of the repayment, subject to certain provisions of the Expense Support and Conditional Reimbursement Agreement, as described below. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Operating Expenses” means the Fund’s Total Operating Expenses (as defined below), excluding base management fees, incentive fees, distribution and shareholder servicing fees, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses and “Total Operating Expenses” means all of the Fund’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

However, no Reimbursement Payment for any quarter will be made if: (1) the Effective Rate of Distributions Per Share (as defined below) declared by the Fund at the time of such Reimbursement Payment is less than or equal to the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than or equal to the Operating Expense Ratio (as defined below) at the time the Expense Payment was made to which such Reimbursement Payment relates. For purposes of the Expense Support and Conditional Reimbursement Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365- day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses in any quarter by the Fund’s average net assets in such quarter.

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

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As of June 30, 2019, the amount of Expense Payments provided by the Adviser since inception is $4,752,507. Management believes that Reimbursement Payments by the Fund to the Adviser were not probable under the terms of the Expense Support Agreement as of June 30, 2019, and therefore have not been accrued. The following table reflects the Expense Payments that may be subject to reimbursement pursuant to the Expense Agreement:

For the Quarters Ended	Amount of Expense Support		Effective Rate of Distribution per Share (1)	Reimbursement Eligibility Expiration	Percentage Limit (2)
September 30, 2017	$	1,002,147	n/a	September 30, 2020		1.5	%
December 31, 2017		1,027,398	n/a	December 31, 2020		1.5	%
March 31, 2018		503,592	n/a	March 31, 2021		1.5	%
June 30, 2018		1,086,482	4.787%	June 30, 2021		1.0	%
September 30, 2018		462,465	4.715%	September 30, 2021		1.0	%
December 31, 2018		254,742	6.762%	December 31, 2021		1.0	%
March 31, 2019		156,418	5.599%	March 31, 2022		1.0	%
June 30, 2019		259,263	6.057%	June 30, 2022		1.0	%
Total	$	4,752,507

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

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

Transfer Agency Agreement

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

For the three and six months ended June 30, 2019, the Fund accrued $6,437 and $11,099 in transfer agent fees, respectively. For the three and six months ended June 30, 2018, the Fund did not accrue any transfer agent fees. As of June 30, 2019 and December 31, 2018, $6,437 and $10,717, respectively, of accrued transfer agent fees remained payable.

4. Credit Facility

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

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

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

21

On January 30, 2019, ABPCIC Funding entered into a Credit Agreement (the “Barclays Credit Facility”) with Barclays Bank PLC, New York Branch (“Barclays”) as facility agent (in such capacity, the “Facility Agent”) and U.S. Bank National Association (“U.S. Bank”) as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and custodian (in such capacity, the “Custodian”).

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility is held in the custody of the Custodian under an account control agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility are secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser will perform certain duties with respect to the purchase and management of the assets securing the Barclays Credit Facility. The Adviser has elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding will reimburse the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which shall not be reimbursed. For the three and six months ended June 30, 2019, the Fund incurred a collateral management fee of $325,809 which was voluntarily waived by the Adviser.

The Barclays Credit Facility provides for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility will bear interest paid on an annual adjusted LIBOR for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding will also pay an unused commitment fee of .50% and the commitment will expire on July 30, 2020. Interest and fees are paid quarterly in arrears. Any amounts borrowed under the Barclays Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the credit facility. Borrowing under the Barclays Credit Facility is subject to certain restrictions contained in the 1940 Act.

The Fund’s outstanding debt as of June 30, 2019 was as follows:

	Aggregate Borrowing Amount Committed		Outstanding Borrowing		Amount Available		Carrying Value
HSBC	$	50,000,000	$	12,500,000	$	37,500,000	$	12,500,000
Barclays		150,000,000		147,550,000		2,450,000		147,550,000
Total	$	200,000,000	$	160,050,000	$	39,950,000	$	160,050,000

The Fund’s outstanding debt as of December 31, 2018 was as follows:

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

As of June 30, 2019 and December 31, 2018, deferred financing costs were $737,052 and $172,580, respectively, which remain to be amortized, and are reflected on the consolidated statements of assets and liabilities.

For the three and six months ended June 30, 2019 and June 30, 2018, the components of interest and other debt expenses related to the credit facilities were as follows:

	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018
Borrowing interest expense	$	1,764,322		$	183,746		$	2,951,322		$	245,427
Commitment fees		53,671			13,509			132,926			33,991
Amortization of financing costs		192,575			84,958			335,472			152,596
Total	$	2,010,568		$	282,213		$	3,419,720		$	432,014
Weighted average interest rate		4.91	%		4.04	%		4.89	%		3.97	%
Average outstanding balance	$	144,110,440		$	18,247,253		$	121,604,696		$	12,451,934

22

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

5. Fair Value Measurement

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

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

The three-tier hierarchy of inputs is summarized below:

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

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

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

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

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

Valuation of Investments

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

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

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

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

23

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

Assets*	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	12,643,946	$	233,524,833	$	246,168,779
2nd Lien/Junior Secured Debt		—		—		7,640,418		7,640,418
Preferred Stock		—		—		3,733,621		3,733,621
Common Stock		—		—		1,340,373		1,340,373
Investment Companies		7,202,248		—		—		7,202,248
Total assets	$	7,202,248	$	12,643,946	$	246,239,245	$	266,085,439

* See consolidated schedule of investments for industry classifications.

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

Assets*	Level 1		Level 2		Level 3		Total
1st Lien/Senior Secured Debt	$	—	$	12,080,585	$	122,981,395	$	135,061,980
2nd Lien/Junior Secured Debt		—		—		1,200,773		1,200,773
Preferred Stock		—		—		1,160,531		1,160,531
Common Stock		—		—		379,849		379,849
Total assets	$	—	$	12,080,585	$	125,722,548	$	137,803,133

* See consolidated schedule of investments for industry classifications.

The following is a reconciliation of Level 3 assets for the six months ended June 30, 2019:

	1st Lien/Senior Secured Debt			2nd Lien/Junior Secured Debt			Common Stock		Preferred Stock			Total
Balance as of January 1, 2019	$	122,981,395		$	1,200,773		$	379,849	$	1,160,531		$	125,722,548
Purchases (including PIK)		130,024,855			6,439,645			902,364		2,573,102			139,939,966
Sales and principal payments		(19,694,950	)		—			—		—			(19,694,950	)
Realized Gain (Loss)		(13,702	)		—			—		—			(13,702	)
Net Amortization of Premium/Discount		439,250			2,693			—		—			441,943
Transfers In		—			—			—		—			—
Transfers Out		—			—			—		—			—
Net Change in Unrealized Appreciation (Depreciation)		(212,015	)		(2,693	)		58,160		(12	)		(156,560	)
Balance as of June 30, 2019	$	233,524,833		$	7,640,418		$	1,340,373	$	3,733,621		$	246,239,245
Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	(218,895	)	$	(2,693	)	$	58,160	$	(12	)	$	(163,440	)

For the six months ended June 30, 2019, there were no transfers to or from Level 3.

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

	1st Lien/Senior Secured Debt			2nd Lien/Junior Secured Debt			Common Stock		Preferred Stock		Total
Balance as of January 1, 2018	$	23,561,630		$	—		$	311,400	$	—	$	23,873,030
Purchases (including PIK)		115,019,854			1,200,773			62,735		1,160,531		117,443,893
Sales and principal payments		(15,791,044	)		—			—		—		(15,791,044	)
Realized Gain (Loss)		8,664			—			—		—		8,664
Net Amortization of Premium/Discount		258,651			660			—		—		259,311
Transfers In		—			—			—		—		—
Transfers Out		—			—			—		—		—
Net Change in Unrealized Appreciation (Depreciation)		(76,360	)		(660	)		5,714		—		(71,306	)
Balance as of December 31, 2018	$	122,981,395		$	1,200,773		$	379,849	$	1,160,531	$	125,722,548
Change in Unrealized Appreciation (Depreciation) for Investments Still Held	$	(77,132	)	$	(660	)	$	5,714	$	—	$	(72,078	)

24

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

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

	Fair Value as of June 30, 2019		Valuation Techniques	Unobservable Input	Range (Weighted Average) (1)	Impact to Valuation from an Increase in Input
Assets:
1st Lien/Senior Secured Debt	$	137,532,105	Market Yield Analysis	Market Yield	6.6% - 11.9% (8.8%)		Decrease
		6,376,263	Recent Transaction	Transaction Price	N/A		N/A
		89,616,465	Recent Purchase	Purchase Price	N/A		N/A
2nd Lien/Junior Secured Debt		1,200,773	Market Yield Analysis	Market Yield	10.9%		Decrease
		6,439,645	Recent Purchase	Purchase Price	N/A		N/A
Common Stock		438,008	Market Approach	EBITDA Multiple	10.0x - 12.5x (12.1x)		Increase
		902,365	Recent Purchase	Purchase Price	N/A		N/A
Preferred Stock		1,160,531	Market Approach	EBITDA Multiple	13.3x		Increase
		2,573,090	Recent Purchase	Purchase Price	N/A		N/A
Total Assets	$	246,239,245

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

	Fair Value as of December 31. 2018		Valuation Techniques	Unobservable Input	Range (Weighted Average) (1)	Impact to Valuation from an Increase in Input
Assets:
1st Lien/Senior Secured Debt	$	59,170,282	Market Yield Analysis	Market Yield	6.0% - 15.5% (9.2%)		Decrease
		63,811,113	Recent Purchase	Purchase Price	N/A		N/A
2nd Lien/Junior Secured Debt		1,200,773	Recent Purchase	Purchase Price	N/A		N/A
Common Stock		317,114	Market Approach	EBITDA Multiple	12.5x		Increase
		62,735	Recent Purchase	Purchase Price	N/A		N/A
Preferred Stock		1,160,531	Recent Purchase	Purchase Price	N/A		N/A
Total Assets	$	125,722,548

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

25

6. Commitments & Contingencies

Commitments

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

Investment Type	Facility Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Fair Value (3)
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.	Revolver		11/20/2023	$	614,275	$	(12,286	)
American Physician Partners, LLC	Delayed Draw Term Loan		01/29/2020	$	372,962	$	(5,594	)
American Physician Partners, LLC	Revolver		12/21/2021	$	226,442	$	(3,397	)
AMI US Holdings Inc.	Revolver		04/01/2024	$	875,684	$	(17,514	)
Analogic Corporation	Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC	Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		04/10/2024	$	494,396	$	(9,888	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan A		06/12/2021	$	1,288,304	$	(12,883	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan B		06/30/2020	$	2,576,608	$	(25,766	)
BEP Borrower Holdco, LLC	Revolver		06/12/2024	$	429,435	$	(6,442	)
Broadway Technology, LLC	Revolver		04/01/2024	$	383,845	$	(7,677	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		05/15/2020	$	174,706	$	—
Businesssolver.com, Inc.	Revolver		05/15/2023	$	284,706	$	—
Captain D’s, Inc.	Revolver		12/15/2023	$	122,233	$	(1,222	)
CutisPharma Inc.	Delayed Draw Term Loan		05/17/2021	$	1,931,727	$	(33,805	)
CutisPharma Inc.	Revolver		03/21/2023	$	482,932	$	(8,451	)
Degreed, Inc.	Delayed Draw Term Loan		05/31/2021	$	2,924,689	$	(14,623	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		03/21/2021	$	5,268,797	$	(105,376	)
Delaware Valley Management Holdings, Inc.	Revolver		03/21/2024	$	526,880	$	(10,538	)
Dillon Logistics, Inc.	Revolver		12/11/2023	$	68,689	$	(4,121	)
Drilling Info Holdings, Inc.	Delayed Draw Term Loan		07/30/2020	$	17,188	$	(86	)
E2open LLC	Revolver		11/26/2024	$	311,365	$	(4,670	)
Edgewood Partners Holdings LLC	Delayed Draw Term Loan		07/31/2019	$	1,694,263	$	(16,943	)
Engage2Excel, Inc.	Delayed Draw Term Loan		10/25/2020	$	664,490	$	(6,645	)
Engage2Excel, Inc.	Revolver		03/07/2023	$	266,975	$	(5,339	)
EnterpriseDB Corporation	Revolver		06/21/2024	$	696,355	$	(13,927	)
Ethos Veterinary Health LLC	Term Loan		05/17/2021	$	839,091	$	(8,391	)
Exterro, Inc.	Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.	Revolver		09/25/2024	$	253,142	$	(3,797	)
Genesis Acquisition Co.	Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.	Revolver		07/31/2024	$	202,400	$	(4,048	)
GHA Buyer, Inc.	Delayed Draw Term Loan		06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.	Revolver		10/22/2023	$	202,513	$	(4,050	)
INH Buyer, Inc.	Revolver		01/31/2024	$	178,410	$	(2,676	)
InSite Wireless Group, LLC	Revolver		03/15/2023	$	98,616	$	(1,479	)
InSite Wireless Group, LLC	Term Loan		03/15/2021	$	1,232,693	$	(18,490	)
Lucky Bucks, LLC	Delayed Draw Term Loan		04/09/2020	$	445,189	$	(7,791	)
Ministry Brands, LLC	Delayed Draw Term Loan		12/02/2022	$	732,132	$	(3,661	)
Nine Point Energy, LLC	Delayed Draw Term Loan		06/07/2021	$	1,750,000	$	(35,000	)

26

Nine Point Energy, LLC	Revolver	06/07/2024	$	328,125	$	(6,563	)
Nuvei Technologies Corp.	Delayed Draw Term Loan	03/28/2020	$	73,063	$	(731	)
Perforce Intermediate Holdings, LLC	Revolver	12/28/2022	$	630,130	$	—
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan	05/18/2020	$	1,850,273	$	(37,005	)
Pinnacle Dermatology Management, LLC	Revolver	05/18/2023	$	468,424	$	(9,368	)
Platinum Dermatology Partners, LLC	General Delayed Draw Term Loan Commitment	07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC	Revolver	01/03/2023	$	269,239	$	(5,385	)
Qualifacts Corporation	Revolver	12/12/2022	$	300,000	$	—
Rhode Holdings Inc.	Delayed Draw Term Loan	05/03/2021	$	537,129	$	(5,371	)
Rhode Holdings Inc.	Revolver	05/02/2025	$	375,990	$	(7,520	)
RxBenefits, Inc.	Revolver	03/29/2024	$	575,767	$	(5,758	)
Selligent, Inc.	Revolver	11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.	Delayed Draw Term Loan	12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.	Revolver	12/21/2023	$	416,148	$	(4,161	)
Sirsi Corporation	Revolver	03/15/2024	$	332,245	$	(4,984	)
Smile Brands, Inc.	Delayed Draw Term Loan	10/12/2020	$	419,583	$	(4,196	)
Smile Brands, Inc.	Revolver	10/12/2023	$	186,859	$	(1,869	)
Sugarcrm Inc.	Revolver	07/31/2024	$	124,098	$	(2,172	)
Summit Infrastructure Group, Inc.	Delayed Draw Term Loan	03/15/2021	$	1,125,756	$	(22,515	)
Summit Infrastructure Group, Inc.	Revolver	03/15/2024	$	562,878	$	(11,258	)
Swiftpage, Inc.	Revolver	06/13/2023	$	225,317	$	(4,506	)
Symplr Software, Inc.	Revolver	11/30/2023	$	126,589	$	(1,899	)
Theranest, LLC	Delayed Draw Term Loan	07/23/2020	$	1,937,786	$	(29,067	)
Theranest, LLC	Revolver	07/23/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC	Revolver	11/21/2023	$	588,925	$	—
TRGRP, Inc.	Revolver	11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Cafe, LLC	Revolver	09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation	Revolver	12/01/2022	$	193,237	$	(1,932	)
Total 1st Lien/Senior Secured Debt			$	45,839,913	$	(665,665	)
Total			$	45,839,913	$	(665,665	)

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

Investment Type	Facility Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Fair Value (3)
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.	Delayed Draw Term Loan		11/20/2019	$	1,083,629	$	(21,673	)
AEG Holding Company, Inc.	Revolver		11/20/2023	$	216,726	$	(4,335	)
American Physician Partners LLC	Delayed Draw Term Loan		01/29/2020	$	3,212,948	$	(48,194	)
American Physician Partners LLC	Revolver		12/21/2021	$	347,466	$	(5,212	)
Analogic Corporation	Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC	Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		04/10/2024	$	494,396	$	(4,944	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		05/15/2020	$	291,176	$	(5,824	)
Businesssolver.com, Inc.	Revolver		05/15/2023	$	194,118	$	(3,882	)
Caliper Software, Inc.	Revolver		11/30/2023	$	281,636	$	(4,225	)
Captain D’s, Inc.	Revolver		12/15/2023	$	112,481	$	(1,125	)
Dillon Logistics, Inc.	Revolver		12/11/2023	$	225,550	$	(3,404	)
Drilling Info Holdings, Inc.	Delayed Draw Term Loan		07/30/2020	$	233,718	$	(1,461	)
E2open LLC	Delayed Draw Term Loan		05/26/2020	$	736,677	$	(11,050	)
E2open LLC	Revolver		11/26/2024	$	311,365	$	(4,670	)
Engage2Excel, Inc.	Revolver		03/07/2023	$	270,115	$	(5,402	)
Exterro, Inc.	Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.	Revolver		09/25/2024	$	253,142	$	(4,430	)
Genesis Acquisition Co.	Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.	Revolver		07/31/2024	$	202,400	$	(4,048	)

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GHA Buyer, Inc.	Delayed Draw Term Loan	06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.	Revolver	10/22/2023	$	202,513	$	(4,050	)
InSite Wireless Group, LLC	Revolver	03/15/2023	$	197,231	$	(2,958	)
InSite Wireless Group, LLC	Term Loan	03/15/2021	$	1,311,586	$	(19,674	)
Lucky Bucks, LLC	Delayed Draw Term Loan	04/09/2020	$	556,562	$	(9,740	)
Maintech, Incorporated	Revolver	12/28/2022	$	60,500	$	(908	)
Ministry Brands, LLC	Delayed Draw Term Loan	12/02/2022	$	947,111	$	(4,736	)
Perforce Intermediate Holdings, LLC	Revolver	12/28/2022	$	591,549	$	(5,915	)
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan	05/18/2020	$	1,920,536	$	(38,411	)
Pinnacle Dermatology Management, LLC	Revolver	05/18/2023	$	468,424	$	(9,368	)
Pivotal Payments, Inc.	Delayed Draw Term Loan	03/28/2020	$	183,152	$	(1,832	)
Platinum Dermatology Partners, LLC	General Delayed Draw Term Loan Commitment	07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC	Revolver	01/03/2023	$	498,592	$	(9,972	)
Qualifacts Corporation	Revolver	12/12/2022	$	300,000	$	(1,500	)
Selligent, Inc.	Revolver	11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.	Delayed Draw Term Loan	12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.	Revolver	12/21/2023	$	416,148	$	(4,161	)
Smile Brands, Inc.	Delayed Draw Term Loan	10/12/2020	$	477,340	$	(4,773	)
Smile Brands, Inc.	Revolver	10/12/2023	$	212,340	$	(2,123	)
Sugarcrm, Inc.	Revolver	07/31/2024	$	232,683	$	(4,072	)
Swiftpage, Inc.	Revolver	06/13/2023	$	225,317	$	(4,506	)
Theranest, LLC	Delayed Draw Term Loan	07/23/2020	$	2,785,713	$	(41,786	)
Theranest, LLC	Revolver	07/23/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC	Revolver	11/21/2023	$	469,177	$	(7,038	)
TRGRP Acquisition Corp.	Revolver	11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Café, LLC	Revolver	09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation	Revolver	12/01/2022	$	193,237	$	(3,865	)
Veriforce Holdings, LLC	Revolver	07/13/2023	$	281,646	$	(4,929	)
Total 1st Lien/Senior Secured Debt			$	26,559,120	$	(403,025	)
Total			$	26,559,120	$	(403,025	)

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

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

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

Contingencies

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

7. Net Assets

Equity Issuance

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

On September 29, 2017, the Fund completed its Initial Closing after entering into Subscription Agreements with several investors, including the Adviser, providing for the private placement of the Fund’s common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw-down notice. At June 30, 2019, the Fund had total Capital Commitments of $359,356,251, of which 71% is unfunded. The minimum Capital Commitment of an investor is $50,000. The Adviser, however, may waive the minimum Capital Commitment at its discretion.

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

The following table summarizes the total shares issued and amount received related to capital drawdowns delivered pursuant to the Subscription Agreements during the six months ended June 30, 2019 and June 30, 2018:

	For the six months ended June 30, 2019				For the six months ended June 30, 2018
Quarter Ended	Shares		Amount		Shares		Amount
March 31		2,317,068	$	23,125,308		599,421	$	6,066,799
June 30		1,784,087	$	17,963,617		399,596	$	4,001,001
Total capital drawdowns		4,101,155	$	41,088,925		999,017	$	10,067,800

Distributions

The following tables reflect the distributions declared on shares of the Fund’s common stock during the six months ended June 30, 2019 and June 30, 2018:

Date Declared	Record Date	Payment Date	Amount Per Share	Dollar Amount
3/27/2019	3/27/2019	4/25/2019	$0.15	$1,057,242
6/28/2019	6/28/2019	7/19/2019	$0.16	$1,690,999
				$2,748,241

Date Declared	Record Date	Payment Date	Amount Per Share	Dollar Amount
6/28/2018	6/28/2018	6/29/2018	$0.25	$759,327

Distribution Reinvestment Plan

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

The following tables summarize shares distributed pursuant to the DRIP during the six months ended June 30, 2019 and June 30, 2018 to stockholders who opted into the DRIP:

Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
3/27/2019	3/27/2019	3/29/2019	58,319	$ 581,297
6/28/2019	6/28/2019	6/28/2019	91,975	$ 915,804
			150,294	$1,497,101

Date Declared	Record Date	Reinvestment Date	Shares	Dollar Amount
6/28/2018	6/28/2018	6/29/2018	42,390	$424,430

Share Repurchase Plan

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

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The following table summarizes shares repurchased during the six months ended June 30, 2019:

Payment Date	Shares	Dollar Amount
3/28/2019	7,331	$72,668
6/28/2019	7,529	$75,042
	14,860	$147,710

There were no shares repurchased during the six months ended June 30, 2018.

8. Earnings Per Share

The following information sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2019 and June 30, 2018:

	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Net increase (decrease) in net assets from operations	$	1,370,192	$	431,942	$	2,752,551	$	666,039
Weighted average common shares outstanding		9,360,422		3,162,502		8,144,403		2,795,307
Earnings per common share-basic and diluted	$	0.15	$	0.14	$	0.34	$	0.24

9. Financial Highlights

Below is the schedule of financial highlights of the Fund for the six months ended June 30, 2019 and June 30, 2018:

	For the six months ended June 30, 2019			For the six months ended June 30, 2018
Per Share Data:(1)
Net asset value, beginning of period	$	9.91		$	10.02
Net investment income (loss)		0.33			0.25
Net realized and unrealized gains (losses) on investments		0.02			(0.01	)
Net increase (decrease) in net assets resulting from operations		0.35			0.24
Distributions to shareholders(2)		(0.31	)		(0.25	)
Net asset value, end of period	$	9.95		$	10.01
Shares outstanding, end of period		10,620,261			3,458,778
Total return at net asset value before incentive fees(3)(4)		3.88	%		0.00	%
Total return at net asset value after incentive fees(3)(4)		3.56	%		2.39	%
Ratio/Supplemental Data:
Net assets, end of period	$	105,716,336		$	34,631,325
Ratio of total expenses to weighted average net assets(5)		14.89	%		12.15	%
Ratio of net expenses to weighted average net assets(5) (7)		13.07	%		4.31	%
Ratio of net investment income (loss) before waivers to weighted average net assets(5)		5.69	%		(1.34	)%
Ratio of net investment income (loss) after waivers to weighted average net assets(5)		7.51	%		6.49	%
Ratio of interest and credit facility expenses to weighted average net assets(5)		8.03	%		2.90	%
Ratio of incentive fees to weighted average net assets		0.47	%		—	%
Portfolio turnover rate(4)		10.10	%		12.84	%
Asset coverage ratio(6)		166	%		209	%

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

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

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

(4) Not annualized.

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

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

(7) For the six months ended June 30, 2019 and June 30, 2018, the Adviser voluntarily waived a portion of their management fees, incentive fees, and collateral management fees. The ratios include the effects of the waived expenses of 1.16% and 0.25% for the six months ended June 30, 2019 and June 30, 2018 respectively.

10. Subsequent Events

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

On August 8, 2019, the Fund delivered a capital call notice to its investors relating to the sale of its Shares for an aggregate offering price of $17,967,813. The sale is expected to close on September 3, 2019, as reported in the Fund’s Current Report on Form 8-K filed on August 8, 2019.

On August 9, 2019, ABPCI Direct Lending Fund CLO VI Ltd (the “Issuer”) and ABPCI Direct Lending Fund CLO VI LLC (the “Co-Issuer,” and together with the Issuer, the “Co-Issuers”), each a newly formed special purpose vehicle, completed a $300,500,000 term debt securitization (the “CLO Transaction”). See “Part II, Item 5. Other Information,” for a description of the terms of the CLO Transaction.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

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

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

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

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

• our future operating results;

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

• our contractual arrangements and relationships with third parties;

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

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

• the speculative and illiquid nature of our investments;

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

• the adequacy of our financing sources and working capital;

• the loss of key personnel;

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

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

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

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

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

• the other risks, uncertainties and other factors we identify under “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of Annual Report on Form 10-K for the fiscal year ended December 31, 2018, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. The forward-looking statements and projections contained in this Annual Report are excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are an investment company.

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

Overview

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

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

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

The Private Offering

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

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

Revenues

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

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

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

33

Expenses

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

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

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

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

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

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

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

• transfer agent and custodial fees;

• federal and state registration fees;

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

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

• independent directors’ fees and expenses;

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

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

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

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

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

Portfolio and Investment Activity

During the three months ended June 30, 2019, we invested $73,255,253 in 14 portfolio companies, $6,250,724 was drawn down against the revolvers and delayed draw term loans, and we had $9,753,224 in aggregate amount of principal repayments, which includes $2,572,375 in revolver and delayed draw term paydowns, and $7,499,970 in sales, resulting in net investments of $62,252,783 for the period.

During the three months ended June 30, 2018, we invested $28,079,239 in 9 portfolio companies, $2,599,302 was drawn down against the revolvers, and we had $218,036 in aggregate amount of principal repayments, which includes $100,080 in revolver paydowns, and $3,933,486 in sales, resulting in net investments of $26,527,019 for the period.

During the six months ended June 30, 2019, we invested $130,391,767 in 25 portfolio companies, $9,838,651 was drawn down against the revolvers and delayed draw term loans, and we had $12,102,013 in aggregate amount of principal repayments, which includes $4,449,040 in revolver and delayed draw term paydowns, and $7,630,741 in sales, resulting in net investments of $120,497,664 for the period.

34

During the six months ended June 30, 2018, we invested $35,936,350 in 12 portfolio companies, $6,074,273 was drawn down against the revolvers, and we had $939,692 in aggregate amount of principal repayments, which includes $726,893 in revolver paydowns, and $3,933,486 in sales, resulting in net investments of $37,137,445 for the period.

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

	As of June 30, 2019
	Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield(1)
First Lien Senior Secured Debt	$	246,890,685		95.12	%	$	246,168,779		95.09	%		8.81	%
Second Lien Junior Secured Debt		7,643,771		2.95			7,640,418		2.95			11.11
Preferred Stock		3,733,633		1.44			3,733,621		1.44			—
Common Stock		1,276,499		0.49			1,340,373		0.52			—
Total	$	259,544,588		100	%	$	258,883,191		100	%

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

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

	As of December 31, 2018
	Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio			Weighted Average Yield(1)
First Lien Senior Secured Debt	$	135,776,144		98.02	%	$	135,061,980		98.01	%		9.34	%
Second Lien Junior Secured Debt		1,201,433		0.87			1,200,773		0.87			10.91
Preferred Stock		1,160,531		0.84			1,160,531		0.84			—
Common Stock		374,135		0.27			379,849		0.28			—
Total	$	138,512,243		100	%	$	137,803,133		100	%

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

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

	As of June 30, 2019			As of December 31, 2018
Number of portfolio companies		67			44
Percentage of debt bearing a floating rate(1)		100	%		100	%
Percentage of debt bearing a fixed rate(1)		—	%		—	%

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

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The following table shows the amortized cost and fair value of our performing and non-accrual debt investments as of June 30, 2019:

	As of June 30, 2019
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	254,534,456		100	%	$	253,809,197		100	%
Non-accrual		—		—			—		—
Total	$	254,534,456		100	%	$	253,809,197		100	%

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

	As of December 31, 2018
	Amortized Cost		Percentage at Amortized Cost			Fair Value		Percentage at Fair Value
Performing	$	136,977,577		100	%	$	136,262,753		100	%
Non-accrual		—		—			—		—
Total	$	136,977,577		100	%	$	136,262,753		100	%

Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management’s judgment, is likely to remain current. As of June 30, 2019 and as of December 31, 2018, the Fund had no investments that were on non-accrual status.

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

	As of June 30, 2019
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
First Lien Senior Secured Debt	$	246,890,685		91.91	%	$	246,168,779		91.88	%
Second Lien Junior Secured Debt		7,643,771		2.85			7,640,418		2.85
Preferred Stock		3,733,633		1.39			3,733,621		1.39
Common Stock		1,276,499		0.48			1,340,373		0.50
Cash and cash equivalents		9,057,243		3.37			9,057,243		3.38
Total	$	268,601,831		100	%	$	267,940,434		100	%

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

	As of December 31, 2018
	Amortized Cost		Percentage of Total			Fair Value		Percentage of Total
First Lien Senior Secured Debt	$	135,776,144		96.2	%	$	135,061,980		96.2	%
Second Lien Junior Secured Debt		1,201,433		0.9			1,200,773		0.9
Preferred Stock		1,160,531		0.8			1,160,531		0.8
Common Stock		374,135		0.3			379,849		0.3
Cash		2,510,208		1.8			2,510,208		1.8
Total	$	141,022,451		100	%	$	140,313,341		100	%

36

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

	As of June 30, 2019
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Business Services	$	22,007,780		8.48	%	$	22,096,057		8.55	%
Communications & IT Infrastructure		2,414,942		0.93			2,390,978		0.92
Consumer Non-Cyclical		7,503,089		2.89			7,489,204		2.89
Education		9,755,528		3.76			9,775,091		3.78
Energy		15,677,753		6.04			15,248,421		5.89
Healthcare & HCIT		57,215,678		22.04			57,075,112		22.05
Pharmaceutical		5,807,092		2.24			5,743,263		2.22
Software & Services		125,941,113		48.52			126,031,147		48.66
Specialty Finance		2,928,936		1.13			2,926,842		1.13
Transport & Logistics		10,292,677		3.97			10,107,076		3.91
	$	259,544,588		100	%	$	258,883,191		100	%

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

	As of December 31, 2018
	Amortized Cost		Percentage of Total Portfolio			Fair Value		Percentage of Total Portfolio
Business Services	$	13,455,873		9.72	%	$	13,453,009		9.77	%
Communications & IT Infrastructure		5,261,251		3.80			5,236,923		3.80
Consumer Non-Cyclical		7,504,952		5.42			7,500,141		5.44
Education		6,940,001		5.01			6,920,371		5.02
Energy		10,872,170		7.85			10,242,840		7.43
Healthcare & HCIT		25,437,461		18.36			25,411,873		18.44
Software & Services		58,166,581		41.99			58,165,375		42.21
Transport & Logistics		10,873,954		7.85			10,872,601		7.89
	$	138,512,243		100	%	$	137,803,133		100	%

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

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

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

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

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

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

37

Results of Operations

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

	For the Three Months Ended June 30, 2019			For the Three Months Ended June 30, 2018
Total investment income	$	5,340,801		$	998,748
Total expenses		4,302,408			1,657,993
Waived collateral management fees		(325,809	)		—
Expense reimbursement from Adviser		(259,263	)		(1,086,482	)
Waived management fees		(67,927	)		(24,837	)
Net investment income		1,691,392			452,074
Net realized and change in unrealized gains (losses)		(321,200	)		(20,132	)
Net increase in net assets resulting from operations	$	1,370,192		$	431,942

Operating results for the six months ended June 30, 2019 and 2018, were as follows:

	For the Six Months Ended June 30, 2019			For the Six Months Ended June 30, 2018
Total investment income	$	8,769,633		$	1,607,238
Total expenses		7,000,795			2,522,389
Expense reimbursement from Adviser		(415,681	)		(1,590,074	)
Waived collateral management fees		(325,809	)		—
Waived management fees		(131,098	)		(37,290	)
Waived incentive fees		(76,072	)		—
Excise tax expense		—			3
Net investment income		2,717,498			712,210
Net realized and change in unrealized gains (losses)		35,053			(46,171	)
Net increase in net assets resulting from operations	$	2,752,551		$	666,039

Investment Income

During the three months ended June 30, 2019, the Fund’s investment income was comprised of $5,171,826 of interest income, which includes $361,064 from net amortization of premium and accretion of discounts, $33,634 of payment-in-kind interest and other fee income of $135,341. During the three months ended June 30, 2018, the Fund’s investment income was comprised of $998,748 of interest income, which includes $33,445 from the accretion of discounts.

During the six months ended June 30, 2019, the Fund’s investment income was comprised of $8,572,021 of interest income, which includes $485,070 from net amortization of premium and accretion of discounts, $62,271 of payment-in-kind interest and other fee income of $135,341. During the six months ended June 30, 2018, the Fund’s investment income was comprised of $1,607,238 of interest income, which includes $61,173 from the accretion of discounts.

38

Operating Expenses

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

	For the Three Months Ended			For the Three Months Ended
	June 30,			June 30,
	2019			2018
Interest and credit facility expenses	$	2,010,568		$	282,213
Management fees		844,211			173,401
Professional fees		475,161			925,354
Collateral management fees		325,809			—
Income-based incentive fee		299,748			—
Administration and custodian fees		79,884			59,681
Insurance expenses		63,648			61,706
Directors’ fees		37,500			34,160
Transfer agent fees		6,437			—
Offering costs		—			52,221
Other expenses		159,442			69,257
Total expenses		4,302,408			1,657,993
Waived collateral management fees		(325,809	)		—
Expense reimbursement from Adviser		(259,263	)		(1,086,482	)
Waived management fees		(67,927	)		(24,837	)
Total net expenses	$	3,649,409		$	546,674

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

	For the Six Months Ended			For the Six Months Ended
	June 30,			June 30,
	2019			2018
Interest and credit facility expenses	$	3,419,720		$	432,014
Management fees		1,460,070			278,873
Professional fees		817,522			1,244,542
Income-based incentive fee		405,835			—
Collateral management fees		325,809			—
Administration and custodian fees		145,709			115,958
Insurance expenses		124,675			122,733
Directors’ fees		75,000			71,123
Transfer agent fees		11,099			—
Offering costs		—			103,868
Other expenses		215,356			153,278
Total expenses		7,000,795			2,522,389
Expense reimbursement from Adviser		(415,681	)		(1,590,074	)
Waived collateral management fees		(325,809	)		—
Waived management fees		(131,098	)		(37,290	)
Waived incentive fees		(76,072	)		—
Total net expenses	$	6,052,135		$	895,025

39

Interest and debt financing expenses

Interest and debt financing expenses includes interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the unused portion of the HSBC Credit Facility and the Barclays Credit Facility (each defined herein, and together, the “Credit Facilities”). The Fund first drew on the HSBC Credit Facility on November 15, 2017. The Fund first drew on the Barclays Credit Facility on January 30, 2019. As of June 30, 2019, there was an outstanding balance of $12,500,000 on the HSBC Credit Facility. As of December 31, 2018, the HSBC Credit Facility had an outstanding balance of $88,200,000. As of June 30, 2019, there was an outstanding balance of $147,550,000 on the Barclays Credit Facility. Interest and credit facility expenses for the three months ended June 30, 2019 and 2018, were $2,010,568 and $282,213, respectively. Interest and credit facility expenses for the six months ended June 30, 2019 and 2018, were $3,419,720 and $432,014, respectively. The weighted average interest rate (excluding deferred upfront financing costs and unused fees) on our debt outstanding was 4.89% and 3.97% for the period ending June 30, 2019 and June 30, 2018, respectively.

Net Realized Gain (Loss) on Investments

During the three months ended June 30, 2019, we had principal repayments of $9,753,224, which includes $2,572,375 of revolver and delayed draw term loan paydowns, and $7,499,970 in sales, resulting in $10,906 of net realized loss. During the six months ended June 30, 2019, we had principal repayments of $12,102,013, which includes $4,449,040 of revolver and delayed draw term loan paydowns, and $7,630,741 in sales, resulting in $12,660 of net realized loss.

During the three months ended June 30, 2018, we had principal repayments of $218,036, which includes $100,080 of revolver paydowns, and $3,933,486 in sales, resulting in $0 of net realized gain/loss. During the six months ended June 30, 2018, we had principal repayments of $939,692, which includes $726,893 of revolver paydowns, and $3,933,486 in sales, resulting in $0 of net realized gain/loss.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the three months ended June 30, 2019, we had $310,294 in net change in unrealized depreciation on $259,544,588 of investments in 67 portfolio companies.

During the three months ended June 30, 2018, we had $20,132 in net change in unrealized depreciation on $61,075,894 of investments in 20 portfolio companies.

During the six months ended June 30, 2019, we had $47,713 in net change in unrealized appreciation on $259,544,588 of investments in 67 portfolio companies.

During the six months ended June 30, 2018, we had $46,171 in net change in unrealized depreciation on $61,075,894 of investments in 20 portfolio companies.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2019 and 2018, the net increase in net assets resulting from operations was $1,370,192 and $431,942, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2019 and 2018, our per share net increase in net assets resulting from operations was $0.15 and $0.14, respectively.

For the six months ended June 30, 2019 and 2018, the net increase in net assets resulting from operations was $2,752,551 and $666,039, respectively. Based on the weighted average shares of common stock outstanding for the six months ended June 30, 2019 and 2018, our per share net increase in net assets resulting from operations was $0.34 and $0.24, respectively.

Cash Flows

For the six months ended June 30, 2019, cash increased by $6,547,035. During the same period, we used $117,031,102 in operating activities, primarily as a result of purchases of investments. During the six months ended June 30, 2019, we generated $123,578,137 from financing activities, primarily from issuance of common stock, repurchase of common stock, distributions paid, financing costs paid and borrowings and repayments on the HSBC Credit Facility and Barclays Credit Facility.

For the six months ended June 30, 2018, cash decreased by $15,344,040. During the same period, we used $36,125,098 in operating activities, primarily as a result of purchases of investments. During the six months ended June 30, 2018, we generated $20,781,058 from financing activities, primarily from issuance of common stock and borrowings and repayments on the HSBC Credit Facility.

40

Hedging

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

Financial Condition, Liquidity and Capital Resources

At June 30, 2019, and December 31, 2018, we had $9,057,243 and $2,510,208 in cash and cash equivalents on hand, respectively. We expect to generate cash primarily from (i) the net proceeds of the Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements now existing or that we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.

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

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

Cash and cash equivalents as of the six months ended June 30, 2019, taken together with our uncalled Capital Commitments of $255,530,658 and $39,950,000 undrawn on our Credit Facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. During the six months ended June 30, 2019, we used $117,031,102 for operating activities.

Equity Activity

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

We have entered into Subscription Agreements with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Fund’s common shares up to the amount of their respective Capital Commitments on an as-needed basis upon the issuance of a capital draw down notice. As of June 30, 2019, we received capital commitments of $359,356,251. Inception to June 30, 2019, we received capital contributions to the Fund of $103,825,593. Proceeds from the issuance of shares in respect of draw down notices described below were used for investing activities and for other general corporate purposes.

For the three months ended June 30, 2019, the Fund received capital commitments of $83,910 (however, a capital commitment of $4,000,000, originally committed during the quarter ended March 31, 2019, was subsequently reduced by $1,000,000 before any capital was called), had $915,804 of dividend reinvestments, issued 91,975 shares to investors that opted into the Fund’s dividend reinvestment plan, $75,042 was withdrawn from the Fund as part of the quarter-end SBCAA share repurchase program, issued capital drawdown notices to its investors for an aggregate amount of $17,963,617 and issued 1,784,087 shares to investors in respect of such capital drawdowns. For the three months ended June 30, 2018, the Fund received capital commitments of $52,280,500, had $424,430 of dividend reinvestments, issued 42,390 shares to investors that opted into the Fund’s dividend reinvestment plan, $0 was withdrawn from the Fund as part of the quarter-end SBCAA share repurchase program (which commenced in November 2018) and issued capital drawdown notices to its investors for an aggregate amount of $4,001,001 and issued 399,596 shares to investors in respect of such capital drawdowns.

For the six months ended June 30, 2019, the Fund received capital commitments of $51,852,141 (however, a capital commitment of $4,000,000, originally committed during the quarter ended March 31, 2019, was subsequently reduced by $1,000,000 before any capital was called), had $1,497,101 of dividend reinvestments, issued 150,294 shares to investors that opted into the Fund’s dividend reinvestment plan, $147,710 was withdrawn from the Fund as part of the quarter-end SBCAA share repurchase program, issued capital drawdown notices to its investors for an aggregate amount of $41,088,925 and issued 4,101,155 shares to investors in respect of such capital drawdowns. For the six months ended June 30, 2018, the Fund received capital commitments of $90,984,563 (however, a capital commitment of $95,000, originally committed during the year ended December 31, 2017, was subsequently cancelled before any capital was called), had $424,430 of dividend reinvestments, issued 42,390 shares to investors that opted into the Fund’s dividend reinvestment plan, $0 was withdrawn from the Fund as part of the quarter-end SBCAA share repurchase program (which commenced in November 2018) and issued capital drawdown notices to its investors for an aggregate amount of $10,067,800 and issued 999,017 shares to investors in respect of such capital drawdowns.

41

Distributions

Distributions to stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.

The following table summarizes distributions declared during the six months ended June 30, 2019:

Date Declared	Record Date		Payment Date		Amount Per Share		Total Distributions
March 27, 2019		March 27, 2019		April 25, 2019	$	0.15	$	1,057,242
June 28, 2019		June 28, 2019		July 19, 2019	$	0.16	$	1,690,999
Total distributions declared					$	0.31	$	2,748,241

The following table summarizes distributions declared during the six months ended June 30, 2018:

Date Declared	Record Date		Payment Date		Amount Per Share		Total Distributions
June 28, 2018		June 28, 2018		June 29, 2018	$	0.25	$	759,327
Total distributions declared					$	0.25	$	759,327

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year. For the six months ended June 30, 2019, the Fund estimates that the aggregate $2,748,241 distributed to stockholders was attributable to ordinary income. The character of distributions for federal income tax purposes are determined in accordance with income tax regulations which may differ from GAAP. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is only ordinary income or gains.

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

Share Repurchase Plan

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

The following table summarizes shares repurchased during the six months ended June 30, 2019:

Payment Date	Shares	Dollar Amount
3/28/2019	7,331	$72,668
6/28/2019	7,529	$75,042

There were no shares repurchased during the six months ended June 30, 2018.

42

Contractual Obligations

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

The following table shows our contractual obligations as of June 30, 2019:

	Payments Due by Period (Millions)
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
HSBC Credit Facility	$	12,500,000	$	12,500,000	$	—	$	—	$	—
Barclays Credit Facility	$	147,550,000	$	—	$	—	$	—	$	147,550,000

See “Notes to Financial Statements – Note 4. Credit Facility,” for a discussion of the terms of the Credit Facilities.

43

Off-Balance Sheet Arrangements

As of June 30, 2019 and December 31, 2018, the Fund had unfunded Capital Commitments related to Subscription Agreements of $255,530,658 and $245,767,442, respectively.

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

Investment Type	Facility Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Fair Value (3)
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.	Revolver		11/20/2023	$	614,275	$	(12,286	)
American Physician Partners, LLC	Delayed Draw Term Loan		01/29/2020	$	372,962	$	(5,594	)
American Physician Partners, LLC	Revolver		12/21/2021	$	226,442	$	(3,397	)
AMI US Holdings Inc.	Revolver		04/01/2024	$	875,684	$	(17,514	)
Analogic Corporation	Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC	Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		04/10/2024	$	494,396	$	(9,888	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan A		06/12/2021	$	1,288,304	$	(12,883	)
BEP Borrower Holdco, LLC	Delayed Draw Term Loan B		06/30/2020	$	2,576,608	$	(25,766	)
BEP Borrower Holdco, LLC	Revolver		06/12/2024	$	429,435	$	(6,442	)
Broadway Technology, LLC	Revolver		04/01/2024	$	383,845	$	(7,677	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		05/15/2020	$	174,706	$	—
Businesssolver.com, Inc.	Revolver		05/15/2023	$	284,706	$	—
Captain D’s, Inc.	Revolver		12/15/2023	$	122,233	$	(1,222	)
CutisPharma Inc.	Delayed Draw Term Loan		05/17/2021	$	1,931,727	$	(33,805	)
CutisPharma Inc.	Revolver		03/21/2023	$	482,932	$	(8,451	)
Degreed, Inc.	Delayed Draw Term Loan		05/31/2021	$	2,924,689	$	(14,623	)
Delaware Valley Management Holdings, Inc.	Delayed Draw Term Loan		03/21/2021	$	5,268,797	$	(105,376	)
Delaware Valley Management Holdings, Inc.	Revolver		03/21/2024	$	526,880	$	(10,538	)
Dillon Logistics, Inc.	Revolver		12/11/2023	$	68,689	$	(4,121	)
Drilling Info Holdings, Inc.	Delayed Draw Term Loan		07/30/2020	$	17,188	$	(86	)
E2open LLC	Revolver		11/26/2024	$	311,365	$	(4,670	)
Edgewood Partners Holdings LLC	Delayed Draw Term Loan		07/31/2019	$	1,694,263	$	(16,943	)
Engage2Excel, Inc.	Delayed Draw Term Loan		10/25/2020	$	664,490	$	(6,645	)
Engage2Excel, Inc.	Revolver		03/07/2023	$	266,975	$	(5,339	)
EnterpriseDB Corporation	Revolver		06/21/2024	$	696,355	$	(13,927	)
Ethos Veterinary Health LLC	Term Loan		05/17/2021	$	839,091	$	(8,391	)
Exterro, Inc.	Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.	Revolver		09/25/2024	$	253,142	$	(3,797	)
Genesis Acquisition Co.	Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.	Revolver		07/31/2024	$	202,400	$	(4,048	)
GHA Buyer, Inc.	Delayed Draw Term Loan		06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.	Revolver		10/22/2023	$	202,513	$	(4,050	)
INH Buyer, Inc.	Revolver		01/31/2024	$	178,410	$	(2,676	)
InSite Wireless Group, LLC	Revolver		03/15/2023	$	98,616	$	(1,479	)
InSite Wireless Group, LLC	Term Loan		03/15/2021	$	1,232,693	$	(18,490	)
Lucky Bucks, LLC	Delayed Draw Term Loan		04/09/2020	$	445,189	$	(7,791	)
Ministry Brands, LLC	Delayed Draw Term Loan		12/02/2022	$	732,132	$	(3,661	)
Nine Point Energy, LLC	Delayed Draw Term Loan		06/07/2021	$	1,750,000	$	(35,000	)
Nine Point Energy, LLC	Revolver		06/07/2024	$	328,125	$	(6,563	)
Nuvei Technologies Corp.	Delayed Draw Term Loan		03/28/2020	$	73,063	$	(731	)
Perforce Intermediate Holdings, LLC	Revolver		12/28/2022	$	630,130	$	—
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan		05/18/2020	$	1,850,273	$	(37,005	)

44

Pinnacle Dermatology Management, LLC	Revolver	05/18/2023	$	468,424	$	(9,368	)
Platinum Dermatology Partners, LLC	General Delayed Draw Term Loan Commitment	07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC	Revolver	01/03/2023	$	269,239	$	(5,385	)
Qualifacts Corporation	Revolver	12/12/2022	$	300,000	$	—
Rhode Holdings Inc.	Delayed Draw Term Loan	05/03/2021	$	537,129	$	(5,371	)
Rhode Holdings Inc.	Revolver	05/02/2025	$	375,990	$	(7,520	)
RxBenefits, Inc.	Revolver	03/29/2024	$	575,767	$	(5,758	)
Selligent, Inc.	Revolver	11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.	Delayed Draw Term Loan	12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.	Revolver	12/21/2023	$	416,148	$	(4,161	)
Sirsi Corporation	Revolver	03/15/2024	$	332,245	$	(4,984	)
Smile Brands, Inc.	Delayed Draw Term Loan	10/12/2020	$	419,583	$	(4,196	)
Smile Brands, Inc.	Revolver	10/12/2023	$	186,859	$	(1,869	)
Sugarcrm Inc.	Revolver	07/31/2024	$	124,098	$	(2,172	)
Summit Infrastructure Group, Inc.	Delayed Draw Term Loan	03/15/2021	$	1,125,756	$	(22,515	)
Summit Infrastructure Group, Inc.	Revolver	03/15/2024	$	562,878	$	(11,258	)
Swiftpage, Inc.	Revolver	06/13/2023	$	225,317	$	(4,506	)
Symplr Software, Inc.	Revolver	11/30/2023	$	126,589	$	(1,899	)
Theranest, LLC	Delayed Draw Term Loan	07/23/2020	$	1,937,786	$	(29,067	)
Theranest, LLC	Revolver	07/23/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC	Revolver	11/21/2023	$	588,925	$	—
TRGRP, Inc.	Revolver	11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Cafe, LLC	Revolver	09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation	Revolver	12/01/2022	$	193,237	$	(1,932	)
Total 1st Lien/Senior Secured Debt			$	45,839,913	$	(665,665	)
Total			$	45,839,913	$	(665,665	)

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

Investment Type	Facility Type	Commitment Expiration Date (1)		Unfunded Commitment (2)		Fair Value (3)
1st Lien/Senior Secured Debt
AEG Holding Company, Inc.	Delayed Draw Term Loan		11/20/2019	$	1,083,629	$	(21,673	)
AEG Holding Company, Inc.	Revolver		11/20/2023	$	216,726	$	(4,335	)
American Physician Partners LLC	Delayed Draw Term Loan		01/29/2020	$	3,212,948	$	(48,194	)
American Physician Partners LLC	Revolver		12/21/2021	$	347,466	$	(5,212	)
Analogic Corporation	Revolver		06/22/2023	$	286,957	$	(5,739	)
Avetta, LLC	Delayed Draw Term Loan		04/11/2020	$	1,235,991	$	(12,360	)
Avetta, LLC	Revolver		04/10/2024	$	494,396	$	(4,944	)
Businesssolver.com, Inc.	Delayed Draw Term Loan		05/15/2020	$	291,176	$	(5,824	)
Businesssolver.com, Inc.	Revolver		05/15/2023	$	194,118	$	(3,882	)
Caliper Software, Inc.	Revolver		11/30/2023	$	281,636	$	(4,225	)
Captain D’s, Inc.	Revolver		12/15/2023	$	112,481	$	(1,125	)
Dillon Logistics, Inc.	Revolver		12/11/2023	$	225,550	$	(3,404	)
Drilling Info Holdings, Inc.	Delayed Draw Term Loan		07/30/2020	$	233,718	$	(1,461	)
E2open LLC	Delayed Draw Term Loan		05/26/2020	$	736,677	$	(11,050	)
E2open LLC	Revolver		11/26/2024	$	311,365	$	(4,670	)
Engage2Excel, Inc.	Revolver		03/07/2023	$	270,115	$	(5,402	)
Exterro, Inc.	Revolver		05/31/2024	$	330,000	$	(6,600	)
Finalsite Holdings, Inc.	Revolver		09/25/2024	$	253,142	$	(4,430	)
Genesis Acquisition Co.	Delayed Draw Term Loan		07/31/2020	$	364,466	$	(3,645	)
Genesis Acquisition Co.	Revolver		07/31/2024	$	202,400	$	(4,048	)
GHA Buyer, Inc.	Delayed Draw Term Loan		06/20/2020	$	675,044	$	(13,501	)
GHA Buyer, Inc.	Revolver		10/22/2023	$	202,513	$	(4,050	)
InSite Wireless Group, LLC	Revolver		03/15/2023	$	197,231	$	(2,958	)

45

InSite Wireless Group, LLC	Term Loan	03/15/2021	$	1,311,586	$	(19,674	)
Lucky Bucks, LLC	Delayed Draw Term Loan	04/09/2020	$	556,562	$	(9,740	)
Maintech, Incorporated	Revolver	12/28/2022	$	60,500	$	(908	)
Ministry Brands, LLC	Delayed Draw Term Loan	12/02/2022	$	947,111	$	(4,736	)
Perforce Intermediate Holdings, LLC	Revolver	12/28/2022	$	591,549	$	(5,915	)
Pinnacle Dermatology Management, LLC	Delayed Draw Term Loan	05/18/2020	$	1,920,536	$	(38,411	)
Pinnacle Dermatology Management, LLC	Revolver	05/18/2023	$	468,424	$	(9,368	)
Pivotal Payments, Inc.	Delayed Draw Term Loan	03/28/2020	$	183,152	$	(1,832	)
Platinum Dermatology Partners, LLC	General Delayed Draw Term Loan Commitment	07/03/2019	$	568,394	$	(11,368	)
Platinum Dermatology Partners, LLC	Revolver	01/03/2023	$	498,592	$	(9,972	)
Qualifacts Corporation	Revolver	12/12/2022	$	300,000	$	(1,500	)
Selligent, Inc.	Revolver	11/03/2023	$	200,660	$	(3,010	)
Single Digits, Inc.	Delayed Draw Term Loan	12/21/2020	$	1,040,369	$	(10,404	)
Single Digits, Inc.	Revolver	12/21/2023	$	416,148	$	(4,161	)
Smile Brands, Inc.	Delayed Draw Term Loan	10/12/2020	$	477,340	$	(4,773	)
Smile Brands, Inc.	Revolver	10/12/2023	$	212,340	$	(2,123	)
Sugarcrm, Inc.	Revolver	07/31/2024	$	232,683	$	(4,072	)
Swiftpage, Inc.	Revolver	06/13/2023	$	225,317	$	(4,506	)
Theranest, LLC	Delayed Draw Term Loan	07/23/2020	$	2,785,713	$	(41,786	)
Theranest, LLC	Revolver	07/23/2023	$	428,571	$	(8,571	)
Trade Supplies Acquisition, LLC	Revolver	11/21/2023	$	469,177	$	(7,038	)
TRGRP Acquisition Corp.	Revolver	11/01/2023	$	333,333	$	(6,667	)
Tropical Smoothie Café, LLC	Revolver	09/24/2023	$	96,435	$	(964	)
Velocity Purchaser Corporation	Revolver	12/01/2022	$	193,237	$	(3,865	)
Veriforce Holdings, LLC	Revolver	07/13/2023	$	281,646	$	(4,929	)
Total 1st Lien/Senior Secured Debt			$	26,559,120	$	(403,025	)
Total			$	26,559,120	$	(403,025	)

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

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

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

Co-investment Exemptive Order

On August 6, 2018, the SEC granted us relief sought in a new exemptive application that expands the co-investment exemptive relief previously granted to us in October 2016 to allow us to co-invest in portfolio companies with Affiliated Funds in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with Affiliated Funds, which the new exemptive relief defines to include affiliated managed accounts, if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. We intend to co-invest with Affiliated Funds, subject to the conditions included in the Order.

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Credit Facilities

HSBC Credit Facility Agreement

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

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

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

The HSBC Credit Facility will mature on November 13, 2019, subject to the Fund’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the Administrative Agent consents to the extension in their sole discretion; (ii) the Fund has paid an extension fee to the Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request; (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November 13, 2019; and (iv) the Fund has delivered an extension request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November 13, 2019. On January 31, 2019, the Fund set its maximum available borrowings under the HSBC Credit Facility as $50 million by giving notice to the Administrative Agent.

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

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

As of June 30, 2019, we had $12,500,000 outstanding on the HSBC Credit Facility and we were in compliance with the terms of the HSBC Credit Facility. As of December 31, 2018, we had $88,200,000 outstanding on the HSBC Credit Facility and we were in compliance with the terms of the HSBC Credit Facility. We intend to continue to utilize the HSBC Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

47

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

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	61,865	$	183,746
Commitment fees		39,588		13,509
Amortization of financing costs		66,961		84,958
Total interest and debt financing expenses	$	168,414	$	282,213

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

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	365,832	$	265,427
Commitment fees		81,629		33,991
Amortization of financing costs		103,554		152,596
Total interest and debt financing expenses	$	551,015	$	432,014

Barclays Credit Facility Agreement

On December 19, 2018, the Fund formed AB PCIC Funding I LLC, an indirectly wholly-owned Delaware limited liability company (“ABPCIC Funding”), the primary purpose of which is to function as the Fund’s special purpose, bankruptcy remote, financing subsidiary in connection with a credit agreement (the “Barclays Credit Agreement,” together with all ancillary documents thereto, the “Barclays Credit Facility”) with Barclays Bank PLC, New York Branch (“Barclays”) as facility agent (in such capacity, the “Facility Agent”) and U.S. Bank National Association (“U.S. Bank”) as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and custodian (in such capacity, the “Custodian”) providing for borrowings in an aggregate amount up to $150,000,000 collateralized with certain assets sold to ABPCIC Funding by the Fund (the “Collateral”). The Fund has been appointed as the Designated Manager of ABPCIC Funding and as such has full and exclusive control of ABPCIC Funding’s business and makes all decisions affecting its affairs (except with respect to certain material actions). On January 30, 2019, ABPCIC Funding entered into the Barclays Credit Agreement. Concurrently with the closing of the Barclays Credit Agreement, the Fund contributed and/or sold certain assets to ABPCIC Funding pursuant to a transfer agreement (the “Transfer Agreement”), by and between the Fund as seller and ABPCIC Funding as buyer. The Fund expects to continue to contribute and/or sell assets to ABPCIC Funding pursuant to the Transfer Agreement in the future.

All of the collateral pledged to lenders by ABPCIC Funding under the Barclays Credit Facility is held in the custody of the Custodian under an Account Control Agreement by and among ABPCIC Funding, the Collateral Agent and the Custodian. The Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to a collateral administration agreement among ABPCIC Funding, the Adviser and the Collateral Administrator. Borrowings under the Barclays Credit Facility are secured by all of the assets held by ABPCIC Funding. Pursuant to a collateral management agreement (the “Collateral Management Agreement”) by and between ABPCIC Funding and the Adviser as collateral manager, the Adviser will perform certain duties with respect to the purchase and management of the assets securing the Barclays Credit Facility. The Adviser has elected to waive any fees that would otherwise be payable under the Barclays Credit Facility and the Collateral Management Agreement. ABPCIC Funding will reimburse the expenses incurred by the Adviser in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which shall not be reimbursed. For the three and six months ended June 30, 2019, the Fund incurred a collateral management fee of $325,809 which was voluntarily waived by the Adviser.

The Barclays Credit Facility provides for borrowings in an aggregate amount up to $150 million. Borrowings under the Barclays Credit Facility will bear interest paid on an annual adjusted London interbank offered rate for the relevant interest period, plus an applicable spread of 2.25%. ABPCIC Funding will also pay an unused commitment fee of .50% and the commitment will expire on July 30, 2020. Interest is paid quarterly in arrears. Any amounts borrowed under the Barclay’s Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) January 20, 2029, (ii) the date on which ABPCIC Funding issues collateralized loan obligation securities in a transaction for which the sole arranger is Barclays (or an affiliate thereof) or (iii) upon certain other events which result in accelerated maturity under the Barclays Credit Facility. Borrowing under the Barclays Credit Facility is subject to certain restrictions contained in the 1940 Act.

48

As of June 30, 2019, we had $147,550,000 outstanding on the Barclays Credit Facility and we were in compliance with the terms of the Barclays Credit Facility. We intend to continue to utilize the Barclays Credit Facility to fund investments and for other general corporate purposes.

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

	For the Three Months Ended June 30,
	2019		2018
Borrowing interest expense	$	1,702,457	$	—
Commitment fees		14,083		—
Amortization of financing costs		125,614		—
Total interest and debt financing expenses	$	1,842,154	$	—

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

	For the Six Months Ended June 30,
	2019		2018
Borrowing interest expense	$	2,585,490	$	—
Commitment fees		51,297		—
Amortization of financing costs		231,918		—
Total interest and debt financing expenses	$	2,868,705	$	—

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

Asset Coverage

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

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

As of June 30, 2019, and December 31, 2018, the Fund had total senior securities of $160,050,000 and $88,200,000, respectively, consisting of borrowings under the HSBC Credit Facility and the Barclays Credit Facility, and had asset coverage ratios of 166% and 172%, respectively. In the future, we may also securitize or finance a portion of our investments with a special purpose vehicle. If we undertake a securitization transaction, we will consolidate our allocable portion of the debt of any securitization subsidiary on our consolidated financial statements, and include such debt in our calculation of the asset coverage test, if and to the extent required pursuant to the guidance of the staff of the SEC.

49

Critical Accounting Policies

Valuation of Investments

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

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

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

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

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

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

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

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

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

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

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

50

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

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

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

Management and Incentive Fees

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

Federal Income Taxes

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

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

Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 25 basis points	$	(647,275	)	$	(400,125	)	$	(247,150	)
Up 100 basis points		2,589,099			1,600,500			988,599
Up 200 basis points		5,178,198			3,201,000			1,977,198
Up 300 basis points		7,767,297			4,801,500			2,965,797

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

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

Item 4. Controls and Procedures

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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. As of June 30, 2019, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018, except for the following.

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

On March 23, 2018, the SBCAA was signed into law. The SBCAA, among other things, modifies the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain approval, time and disclosure requirements (including either stockholder approval or approval of a majority of the directors who are not interested persons of the BDC and who have no financial interest in the proposal). On July 5, 2018, the Board voted to approve the adoption of the reduced asset coverage ratio and separately recommended that Investors approve the reduced asset coverage requirements at the 2018 annual meeting of stockholders. On September 26, 2018, the Fund’s stockholders voted to approve the adoption of the reduced asset coverage ratio, effective September 27, 2018.

Increased leverage could increase the risks associated with investing in the Fund. For example, if the value of the Fund’s assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Fund to acquire additional assets, leverage will cause the Fund’s net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Fund’s revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Fund had not borrowed or had borrowed less (although, as noted above, the Fund’s asset base and expected revenues would likely be larger). However, since the Fund already uses leverage in optimizing its investment portfolio, there are no material new risks associated with increased leverage other than the amount of the leverage.

If the Fund’s asset coverage ratio falls below the required limit, the Fund will not be able to incur additional debt until it is able to comply with the asset coverage ratio. This could have a material adverse effect on the Fund’s operations, and the Fund may not be able to make distributions to stockholders. The actual amount of leverage that the Fund employs will depend on the Board’s and the Adviser’s assessment of market and other factors at the time of any proposed borrowing. The Fund currently anticipates being able to obtain sufficient credit on acceptable terms, although the Fund can make no assurance that this will be the case or that it will remain such in the future.

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The following table illustrates the effect of leverage on returns from an investment in the shares of common stock assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of June 30, 2019 and (2) 150%, each at various annual returns, net of expenses and as of June 30, 2019.

The calculations in the tables below are hypothetical, and are provided for illustrative purposes only. Actual returns may be higher or lower than those appearing below.

Assumed Return on Our Portfolio (net of expenses)	(10.00	)%	(5.00	)%	0.00	%	5.00	%	10.00	%
Corresponding net return to holders of common stock assuming actual asset coverage as of June 30, 2019(1)	(16.9	)%	(4.1	)%	8.8	%	21.6	%	34.50	%
Corresponding net return to holders of common stock assuming 150% asset coverage(2)	(18.8	)%	(3.8	)%	11.2	%	26.2	%	41.2	%

⁽¹⁾  Assumes $271.9 million in total portfolio assets, $166.2 million in senior securities outstanding, $105.7 million in net assets, and an average cost of funds of 5.6%. Actual interest payments may be different.

⁽²⁾  Assumes $271.9 million in total portfolio assets, $181.3 million in senior securities outstanding, $90.6 million in net assets, and an average cost of funds of 5.6%. Actual interest payments may be different.

Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of the LIBOR-indexed, floating-rate debt securities in our portfolio or the cost of our borrowings.

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

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

Except as previously reported by the Fund on its current reports on Form 8-K, we did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

(a) On August 9, 2019, the Co-Issuers, each a newly formed special purpose vehicle, completed the CLO Transaction. The notes offered by the Co-Issuers in the CLO Transaction (the “Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans and participation interests in middle market loans and may also include some broadly syndicated loans. The CLO Transaction was executed through a private placement of: (i) $178,200,000 of Class A-1 Senior Secured Floating Rate Notes, which bear interest at three-months LIBOR plus 1.73% per annum; (ii) $25,000,000 of Class A-2A Senior Secured Floating Rate Notes, which bear interest at LIBOR plus 2.45% per annum; (iii) $9,950,000 of Class A-2B Senior Secured Fixed Rate Notes, which bear interest at 4.29% per annum; (iv) $16,400,000 of Class B Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 3.40% per annum; and (v) $17,350,000 of Class C Secured Deferrable Floating Rate Notes, which bear interest at LIBOR plus 4.40% per annum. The Notes are scheduled to mature on August 9, 2030.

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

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

The Adviser serves as collateral manager to the Issuer pursuant to a collateral management agreement between the Adviser and the Issuer (the “Portfolio Management Agreement”). For so long as the Adviser serves as collateral manager to the Issuer, the Adviser will elect to irrevocably waive any base management fee or subordinated interest to which it may be entitled under the Collateral Management Agreement.

The descriptions of the documentation related to the CLO Transaction contained in this Part II, Item 5 do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, including Exhibit 10.1 attached to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

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

10.1	Indenture by and among ABPCI Direct Lending Fund CLO VI Ltd, as issuer, ABPCI Direct Lending Fund CLO VI LLC, as co-issuer and U.S. Bank National Association, as trustee, dated as of August 9, 2019.*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

* Filed herewith

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SIGNATURES

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

		AB PRIVATE CREDIT INVESTORS CORPORATION
Date: August 14, 2019	By:	/s/ J. Brent Humphries
		J. Brent Humphries
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 14, 2019	By:	/s/ Wesley Raper
		Wesley Raper
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)