AB 2020 Form 10-K

In the course of the Fund’s investing activities, the Fund will pay management fees and incentive fees to the Adviser and reimburse the Administrator and/or the Adviser for certain expenses it incurs. As a result, investors will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of the Adviser will have interests that differ from those of the Fund’s stockholders, giving rise to a conflict. The Fund has entered into a royalty-free license agreement with the Adviser pursuant to which the Adviser has granted the Fund a non-exclusive royalty-free license to use the name “AB Private Credit Investors Corporation.” Under the license agreement, the Fund has the right to use the “AB Private Credit Investors Corporation” name for so long as the Adviser or one of its affiliates remains the Fund’s investment adviser. In addition, the Fund pays the Administrator the expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions. These arrangements will create conflicts of interest that the Board must monitor. With respect to a loan transaction that is led by the Fund and syndicated to other lenders, the Adviser will be entitled to retain any arrangement fee attributable to that portion of the loan transaction syndicated to such other lenders. While the amount of such a loan transaction, if any, that is allocated to the Fund will be determined in accordance with the Adviser’s investment allocation policy and procedures, the Adviser’s entitlement to any arrangement fee attributable to that portion of the loan transaction syndicated to such other lenders may incentivize the Adviser to syndicate a loan transaction (or a greater portion thereof) to other lenders. The decisions made with respect to the Fund by the Adviser may differ from decisions made by the Adviser with respect to its other clients. The Adviser and its affiliates may make decisions with respect to other clients and/or allocate securities to other clients that differ from the decisions and/or allocations made with respect to the Fund even though such other clients’ investment objectives may be similar to ours. The Fund’s access to confidential information may restrict its ability to take action with respect to some investments, which, in turn, may negatively affect its results of operations. The Fund, directly or through the Adviser, may obtain confidential information about the companies in which it has invested or may invest. If the Fund possesses confidential information about such companies, there may be restrictions on its ability to make, dispose of, increase the amount of, or otherwise take action with respect to, an investment in those companies. The impact of these restrictions on the Fund’s ability to take action with respect to its investments could have an adverse effect on its results of operations. The Fund’s ability to enter into transactions with its affiliates is restricted. The Fund is prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates without the prior approval of the Fund’s independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Fund’s outstanding voting securities is the Fund’s affiliate for purposes of the 1940 Act, and the Fund generally is prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Fund’s independent directors. The 1940 Act also prohibits certain “joint” transactions with certain of the Fund’s affiliates, which could include investments in the same portfolio company (whether at the same or different times to the extent the transaction is deemed to be “joint”), without prior approval of the Fund’s independent directors and, in some cases, the SEC. If a person acquires more than 25% of the Fund’s voting securities, the Fund is prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Fund’s ability to transact business with its officers or directors or their affiliates. The Fund also generally will be unable to co-invest in any issuer in which the Adviser and its affiliates or a fund managed by the Adviser or its affiliates is investing. The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain “joint transactions” involving entities that share a common investment advisor. As a result of these restrictions, the Fund may be prohibited from buying or selling any security (other than any security of which the Fund is an issuer) from or to, as well as co-investing with, any fund managed by the Fund’s affiliates without the prior approval of the SEC. The decision by the Adviser to allocate an opportunity to another entity could cause the Fund to forgo an investment opportunity that the Fund otherwise would have made. These restrictions may limit the scope of investment opportunities that would otherwise be available to the Fund. 33