Nuveen Churchill Private Capital Income Fund 10-Q 2024 Q2 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

Commission file number 001-04321

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

(Exact name of registrant as specified in its charter)

Delaware	88-6187397
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
375 Park Avenue, 9th Floor, New York, NY	10152
(Address of principal executive offices)	(Zip Code)

(212) 478-9200

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	N/A	N/A

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	x

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. o

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

The registrant had outstanding 28,986,948 Class I shares, 653,232 Class D shares, and 526,681 Class S shares as of August 8, 2024.

Table of Contents

		Page
PART I	Financial Information	3
Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)	8
	Consolidated Schedules of Investments as of June 30, 2024 (Unaudited) and December 31, 2023	10
	Notes to Consolidated Financial Statements (Unaudited)	39
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	70
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	94
Item 4.	Controls and Procedures	95
PART II	Other Information	96
Item 1.	Legal Proceedings	96
Item 1A.	Risk Factors	96
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	96
Item 3.	Defaults Upon Senior Securities	97
Item 4.	Mine Safety Disclosures	97
Item 5.	Other Information	97
Item 6.	Exhibits	98
Signatures		99

FORWARD-LOOKING STATEMENTS

This 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 our current expectations and estimates, our 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:

•our future operating results;

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

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•changes in the markets in which we invest and changes in financial and lending markets generally;

•the impact of a protracted decline in the liquidity of credit markets on our business;

•the impact of increased competition;

•an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us;

•the impact of interest rate volatility on our business and our portfolio companies;

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

•the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•our contractual arrangements and relationships with third parties;

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

•actual and potential conflicts of interest with the Advisers and/or their respective affiliates;

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

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

•the adequacy of our financing sources and working capital;

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

•the ability of Churchill to locate suitable investments for us and to monitor and administer our investments and Nuveen Asset Management LLC to manage certain of our Liquid Investments;

•the ability of the Advisers or their respective affiliates to attract and retain highly talented professionals;

•our ability to qualify for and maintain our tax treatment as a regulated investment company (a “RIC”) and operate as a business development company (“BDC”);

•the impact of future legislation and regulation on our business and our portfolio companies;

•our ability to successfully invest capital raised in our offering;

1

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or a forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. 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, except as otherwise provided by law.

2

Part I - Financial Information

Item 1. Consolidated Financial Statements (Unaudited)

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(dollars in thousands, except share and per share data)

	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Investments
Non-controlled/non-affiliate company investments, at fair value (amortized cost of $935,504 and $516,168, respectively)	$	929,614	$	512,036
Cash and cash equivalents	21,387		8,679
Due from affiliate for expense support (See Note 5)	3,216		2,968
Interest receivable	6,449		5,758
Receivable for investments sold	337		161
Prepaid expenses	24		41
Total assets	$	961,027	$	529,643
Liabilities
Secured borrowings (net of $477 and $749 deferred financing costs, respectively) (See Note 6)	$	122,523	$	165,001
Management fees payable	219		—
Distributions payable	5,896		3,584
Payable for investments purchased	99,162		338
Interest payable	323		630
Due to affiliate for expense support (See Note 5)	3,216		2,968
Payable for share repurchases	324		—
Board of Trustees' fees payable	127		128
Accounts payable and accrued expenses	1,459		2,163
Total liabilities	$	233,249	$	174,812
Commitments and contingencies (See Note 7)
Net Assets: (See Note 8)
Common shares of beneficial interest, par value $0.01 per share, unlimited shares authorized, 497,605 and 149,838 Class S shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	5	$	1
Common shares of beneficial interest, par value $0.01 per share, unlimited shares authorized, 573,355 and 107,266 Class D shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	6		1
Common shares of beneficial interest, par value $0.01 per share, unlimited shares authorized, 28,411,932 and 14,091,386 Class I shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	284		141
Paid-in-capital in excess of par value	730,396		357,241
Total distributable earnings (loss)	(2,913)		(2,553)
Total net assets	$	727,778	$	354,831
Total liabilities and net assets	$	961,027	$	529,643

The accompanying notes are an integral part of these consolidated financial statements.

3

Net asset value Class S	$	12,261	$	3,699
Net asset value Class D	$	14,150	$	2,652
Net asset value Class I	$	701,367	$	348,480
Net asset value per Class S share	$	24.64	$	24.69
Net asset value per Class D share	$	24.68	$	24.73
Net asset value per Class I share	$	24.69	$	24.73

4

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except share and per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	18,655	$	10,594	$	33,626	$	20,175
Payment-in-kind interest income	1,026		506		1,898		1,074
Dividend income	10		25		59		98
Other income	252		12		415		31
Total investment income	19,943		11,137		35,998		21,378
Expenses:
Interest and debt financing expenses	1,271		2,598		4,297		5,074
Professional fees	223		214		319		415
Management fees (Note 5)	1,084		165		1,773		165
Income based incentive fees (Note 5)	2,391		373		4,146		373
Board of Trustees’ fees	127		127		252		252
Administration fees (See Note 5)	200		120		366		238
Other general and administrative expenses	509		132		687		262
Distribution and shareholder servicing fees
Class S	24		—		38		—
Class D	8		—		12		—
Offering costs	143		150		315		281
Total expenses	5,980		3,879		12,205		7,060
Expense support (See Note 5)	(166)		(174)		(361)		(329)
Management fees waived (Note 5)	(865)		(165)		(1,554)		(165)
Incentive fees waived (Note 5)	(2,391)		(373)		(4,146)		(373)
Net expenses	2,558		3,167		6,144		6,193
Net investment income (loss)	17,385		7,970		29,854		15,185
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments	92		610		145		618
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated company investments	580		(1,209)		(1,758)		(2,239)
Income tax (provision) benefit	67		—		(4)		—
Total net change in unrealized gain (loss)	647		(1,209)		(1,762)		(2,239)
Total net realized and unrealized gain (loss) on investments	739		(599)		(1,617)		(1,621)
Net increase (decrease) in net assets resulting from operations	$	18,124	$	7,371	$	28,237	$	13,564

The accompanying notes are an integral part of these consolidated financial statements.

5

Per share data:
Net investment income (loss) per share - Class S common share	$	0.56	$	—	$	1.26	$	—
Net investment income (loss) per share - Class D common share	$	0.60	$	—	$	1.33	$	—
Net investment income (loss) per share - Class I common share	$	0.62	$	0.75	$	1.37	$	1.43
Net increase (decrease) in net assets resulting from operations per share - Class S Common Share	$	0.63	$	—	$	1.18	$	—
Net increase (decrease) in net assets resulting from operations per share - Class D Common Share	$	0.70	$	—	$	1.26	$	—
Net increase (decrease) in net assets resulting from operations per share - Class I Common Share	$	0.69	$	0.69	$	1.30	$	1.28
Weighted average common shares outstanding - Class S common share	452,600		—		362,417		—
Weighted average common shares outstanding - Class D common share	525,217		—		389,929		—
Weighted average common shares outstanding - Class I common share	26,092,866		10,643,261		21,073,183		10,591,935

The accompanying notes are an integral part of these consolidated financial statements.

6

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(dollars in thousands, except share and per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	$	17,385	$	7,970	$	29,854	$	15,185
Net realized gain (loss) on investments	92		610		145		618
Net change in unrealized appreciation (depreciation) on investments	647		(1,209)		(1,762)		(2,239)
Net increase (decrease) in net assets resulting from operations	18,124		7,371		28,237		13,564
Shareholder Distributions:
Class S	(248)		—		(438)		—
Class D	(307)		—		(494)		—
Class I	(15,644)		(7,663)		(27,666)		(14,305)
Net increase (decrease) in net assets resulting from shareholder distributions	(16,199)		(7,663)		(28,598)		(14,305)
Capital share transactions:
Class S:
Issuance of common shares, net	3,832		—		8,530		—
Reinvestment of shareholder distributions	94		—		142		—
Share transfer between classes	—		—		(101)		—
Net increase (decrease) in net assets resulting from capital share transactions - Class S	3,926		—		8,571		—
Class D:
Issuance of common shares, net	5,019		—		11,234		—
Reinvestment of shareholder distributions	194		—		271		—
Net increase (decrease) in net assets resulting from capital share transactions - Class D	5,213		—		11,505		—
Class I:
Issuance of common shares, net	236,716		7,720		348,064		7,720
Reinvestment of shareholder distributions	4,350		—		5,664		—
Share transfer between classes	—		—		101		—
Repurchased shares, net of early repurchase deduction	(324)		—		(597)		—
Net increase (decrease) in net assets resulting from capital share transactions - Class I	240,742		7,720		353,232		7,720
Total increase (decrease) in net assets	$	251,806	$	7,428	$	372,947	$	6,979
Net assets, beginning of period	$	475,972	$	259,852	$	354,831	$	260,301
Net assets, end of period	$	727,778	$	267,280	$	727,778	$	267,280

The accompanying notes are an integral part of these consolidated financial statements.

7

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands, except share and per share data)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	28,237	$	13,564
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities
Purchase of investments	(480,971)		(53,529)
Proceeds from principal repayments and sales of investments	64,295		13,404
Payment-in-kind interest	(1,912)		(1,074)
Amortization of premium/accretion of discount, net	(603)		(490)
Net realized (gain) loss on investments	(145)		(618)
Net change in unrealized (appreciation) depreciation on investments	1,758		2,239
Amortization of deferred financing costs	85		78
Changes in operating assets and liabilities:
Due from affiliate for expense support	(248)		(311)
Receivable for investments sold	(176)		(8)
Interest receivable	(691)		347
Prepaid expenses	17		(82)
Payable for investments purchased	98,824		—
Interest payable	(307)		(52)
Management fee payable	219		—
Due to affiliate for expense support	248		311
Board of Trustees' fees payable	(1)		(1)
Accounts payable and accrued expenses	(516)		26
Net cash provided by (used in) operating activities	(291,887)		(26,196)
Cash flows from financing activities:
Proceeds from issuance of common shares	367,828		7,720
Repurchased shares, net of early repurchase deduction	(273)		—
Proceeds from secured borrowings	268,100		42,000
Repayments of secured borrowings	(310,850)		(64,000)
Distributions paid	(20,210)		(14,809)
Payments of deferred financing costs	—		(23)
Net cash provided by (used in) financing activities	304,595		(29,112)
Net increase (decrease) in cash and cash equivalents	12,708		(55,308)
Cash and cash equivalents, beginning of period	8,679		65,785
Cash and cash equivalents, end of period	$	21,387	$	10,477
Supplemental information and non-cash activities:
Cash paid during the period for interest	$	4,519	$	5,047
Cash paid during the period for excise taxes	31		2
Reinvestment of Shareholder Distributions	6,077		—
Share repurchases accrued but not yet paid	324		—

The accompanying notes are an integral part of these consolidated financial statements.

8

The following tables provide a reconciliation of cash and cash equivalents reported on the consolidated statements of assets and liabilities that sum to the total of comparable amounts on the consolidated statements of cash flows (dollars in thousands):

	June 30, 2024		June 30, 2023
Cash	$	4,994	$	3,871
Cash Equivalents	16,393		6,606
Total Cash and Cash Equivalents Shown on the Consolidated Statements of Cash Flows	$	21,387	$	10,477

The accompanying notes are an integral part of these consolidated financial statements.

9

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit		Cost		Fair Value		% of Net Assets (5)
Investments
Debt Investments
Aerospace & Defense
Precision Aviation Group	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.83	%	12/21/2029	$	7,482	$	7,342	$	7,440	1.02	%
Precision Aviation Group (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.75%	10.83	%	12/21/2029	2,480		377		385		0.05	%
Signature Aviation (AKA Brown Group Holding LLC)	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.33	%	7/2/2031	1,122		1,120		1,123		0.16	%
Turbine Engine Specialist, Inc	(4) (10)	Subordinated Debt	S + 9.50%	14.94	%	3/1/2029	1,963		1,919		1,957		0.27	%
Total Aerospace & Defense									10,758		10,905		1.50	%
Automotive
Adient US LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	1/31/2031	2,494		2,511		2,513		0.35	%
Belron Finance US LLC	(6) (10) (12)	First Lien Term Loan	S + 2.00%	7.51	%	4/13/2028	869		872		871		0.12	%
Driven Holdings LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.46	%	12/17/2028	3,496		3,494		3,489		0.48	%
Mitchell International Inc.	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.59	%	6/17/2031	5,480		5,453		5,440		0.75	%
Randys Holdings, Inc	(4) (6) (7) (10)	First Lien Term Loan	S + 6.25%	11.56	%	11/1/2028	3,937		3,874		3,891		0.53	%
Randys Holdings, Inc (Delayed Draw)	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 6.25%	11.56	%	11/1/2028	1,332		245		229		0.03	%
Total Automotive									16,449		16,433		2.26	%
Banking, Finance, Insurance, Real Estate
Alliant Holdings Intermediate, LLC	(6) (10) (12)	First Lien Term Loan	S + 3.50%	8.84	%	11/6/2030	3,000		3,017		3,011		0.41	%
Asurion, LLC (fka Asurion Corporation)	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.71	%	12/23/2026	1,990		1,985		1,976		0.27	%
Broadstreet Partners, Inc.	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.59	%	6/14/2031	3,000		3,016		2,996		0.41	%
Hub International Holdings, Inc	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.57	%	6/20/2030	2,246		2,256		2,254		0.31	%
Patriot Growth Insurance Service (Delayed Draw) (Incremental)	(4) (6) (7) (10)	First Lien Term Loan	S + 5.00%	10.48	%	10/16/2028	5,947		5,904		5,867		0.81	%
Ryan Specialty Group LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	9/1/2027	4,445		4,469		4,474		0.61	%
Sedgwick Claims Management Services Inc	(6) (10) (12)	First Lien Term Loan	S + 3.75%	8.34	%	6/27/2031	2,250		2,244		2,244		0.31	%
Truist Insurance Holdings LLC	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.58	%	3/22/2031	3,250		3,262		3,261		0.45	%
Total Banking, Finance, Insurance, Real Estate									26,153		26,083		3.58	%
Beverage, Food & Tobacco
Bakeovations Intermediate, LLC (d/b/a Commercial Bakeries)	(4) (6) (10) (13)	First Lien Term Loan	S + 5.75%	11.08	%	9/25/2029	4,215		4,140		4,161		0.57	%
Bakeovations Intermediate, LLC (d/b/a Commercial Bakeries) (Incremental)	(4) (6) (10) (13)	First Lien Term Loan	S + 5.75%	11.08	%	9/25/2029	1,798		1,782		1,775		0.24	%

The accompanying notes are an integral part of these consolidated financial statements.

10

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Cold Spring Brewing Company	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.09	%	12/19/2025	5,772	5,772	5,772	0.79	%
Dessert Holdings	(4) (6) (10)	First Lien Term Loan	S + 4.00%	9.46	%	6/9/2028	4,914	4,786	4,782	0.66	%
Fortune International, LLC	(4) (6) (10)	First Lien Term Loan	S + 4.50%	9.93	%	1/17/2026	6,838	6,809	6,822	0.94	%
Fresh Edge	(4) (6) (10)	Subordinated Debt	S + 4.50%	9.76% (Cash) 5.13% (PIK)		4/3/2029	3,031	2,971	2,968	0.41	%
Nonni's Foods, LLC	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.68	%	6/1/2026	6,854	6,854	6,854	0.94	%
Palmetto Acquisitionco, Inc.	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.08	%	9/18/2029	3,331	3,279	3,278	0.46	%
Palmetto Acquisitionco, Inc. (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.75%	11.08	%	9/18/2029	1,216	446	430	0.06	%
Refresco (Pegasus Bidco BV)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.75%	9.07	%	7/12/2029	2,769	2,781	2,788	0.38	%
Sugar Foods	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.33	%	10/2/2030	4,211	4,123	4,227	0.58	%
Sugar Foods (Delayed Draw)	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.33	%	10/2/2030	1,170	1,158	1,174	0.16	%
Summit Hill Foods	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.35	%	11/29/2029	2,758	2,720	2,747	0.38	%
Sunny Sky Products	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.83	%	12/23/2028	1,848	1,831	1,831	0.25	%
Sunny Sky Products (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.50%	10.83	%	12/23/2028	464	—	(4)	—	%
SW Ingredients Holdings, LLC	(4) (10)	Subordinated Debt	N/A	10.50% (Cash) 1.00% (PIK)		7/3/2028	10,230	10,230	10,055	1.38	%
Total Beverage, Food & Tobacco								59,682	59,660	8.20	%
Capital Equipment
EFC Holdings, LLC	(4) (10)	Subordinated Debt	N/A	11.00% (Cash) 2.50% (PIK)		5/1/2028	2,467	2,409	2,465	0.34	%
E-Technologies	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.84	%	4/9/2030	6,464	6,401	6,404	0.88	%
Firstcall Mechanical Group	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.09	%	6/27/2030	10,000	9,900	9,900	1.36	%
Firstcall Mechanical Group (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 4.75%	10.09	%	6/27/2030	20,000	(25)	(199)	(0.03)	%
GenServe LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.75%	10.65	%	6/30/2025	7,817	7,779	7,817	1.07	%
Hayward Industries, Inc.	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.21	%	5/30/2028	4,233	4,243	4,235	0.58	%
Hyperion	(6) (10) (12)	First Lien Term Loan	S + 4.50%	10.11	%	8/30/2028	2,334	2,332	2,279	0.31	%
Johnstone Supply	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.33	%	5/16/2031	1,475	1,480	1,478	0.20	%
Motion & Control Enterprises	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.35	%	6/1/2028	1,592	1,575	1,587	0.22	%
Motion & Control Enterprises (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.35	%	6/1/2028	4,383	4,378	4,368	0.60	%
Motion & Control Enterprises (Delayed Draw) (Incremental)	(4) (10) (11)	First Lien Term Loan	S + 6.00%	11.35	%	6/1/2028	12,311	5,530	5,489	0.76	%
Motion & Control Enterprises (Incremental)	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.35	%	6/1/2028	1,700	1,684	1,694	0.23	%
Ovation Holdings, Inc.	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.73	%	2/5/2029	2,958	2,905	2,955	0.41	%
Ovation Holdings, Inc. (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.73	%	2/5/2029	700	566	572	0.08	%
Rhino Tool House	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.73	%	4/4/2029	2,660	2,614	2,664	0.37	%

The accompanying notes are an integral part of these consolidated financial statements.

11

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Rhino Tool House	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.73	%	4/4/2029	661	655	662	0.09	%
Rhino Tool House (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.25%	10.72	%	4/4/2029	623	608	612	0.08	%
Total Capital Equipment								55,034	54,982	7.55	%
Chemicals, Plastics, & Rubber
Akzo Nobel Speciality (aka Starfruit US Holdco LLC)	(6) (10) (12)	First Lien Term Loan	S + 3.50%	8.83	%	4/3/2028	3,838	3,861	3,860	0.53	%
Anchor Packaging	(6) (10) (12)	First Lien Term Loan	S + 3.75%	9.09	%	7/20/2029	3,751	3,753	3,758	0.52	%
Chroma Color Corporation (dba Chroma Color)	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.33	%	4/23/2029	1,735	1,706	1,722	0.23	%
Chroma Color Corporation (dba Chroma Color) (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.00%	11.33	%	4/23/2029	381	(3)	(3)	—	%
INEOS US Finance LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 3.75%	9.09	%	2/7/2031	2,035	2,030	2,042	0.28	%
Ineos US Finance LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 3.75%	8.93	%	1/31/2031	1,970	1,980	1,970	0.27	%
INEOS US Petrochem LLC	(6) (10) (12)	First Lien Term Loan	S + 4.25%	9.69	%	4/2/2029	872	872	871	0.12	%
Kraton Polymers LLC	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.69	%	3/15/2029	495	490	493	0.07	%
Spartech	(6) (7) (10) (12)	First Lien Term Loan	S + 4.75%	10.06	%	5/6/2028	3,910	3,910	3,042	0.42	%
Tronox Limited	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	4/4/2029	3,345	3,355	3,357	0.46	%
Univar Solutions USA Inc.	(6) (10) (12)	First Lien Term Loan	S + 4.00%	9.34	%	8/1/2030	1,896	1,907	1,911	0.26	%
Total Chemicals, Plastics, & Rubber								23,861	23,023	3.16	%
Construction & Building
APi Group DE Inc.	(6) (10) (12) (13)	First Lien Term Loan	S + 2.00%	7.34	%	12/18/2028	1,750	1,749	1,751	0.24	%
Gannett Fleming	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.65	%	12/20/2028	1,970	1,938	1,981	0.27	%
Gulfside Supply	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.32	%	5/29/2031	1,155	1,152	1,157	0.16	%
Hyphen Solutions, LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.50%	10.94	%	10/27/2026	6,842	6,812	6,842	0.94	%
ICE USA Infrastructure	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.08	%	3/15/2030	5,838	5,782	5,782	0.79	%
Kodiak	(6) (10) (12)	First Lien Term Loan	S + 3.75%	9.08	%	3/12/2028	683	683	688	0.10	%
MEI Rigging & Crating	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.34	%	6/29/2029	3,142	3,086	3,143	0.43	%
MEI Rigging & Crating (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.00%	10.34	%	6/29/2029	501	(2)	—	—	%
Quikrete Holdings, Inc.	(6) (10) (12)	First Lien Term Loan	S + 2.25%	7.59	%	3/19/2029	1,489	1,491	1,491	0.21	%
SPI LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.00%	10.44	%	12/21/2027	6,843	6,775	6,843	0.94	%
Tencate	(6) (7) (10) (12)	First Lien Term Loan	S + 4.00%	9.33	%	2/21/2031	6,217	6,189	6,254	0.86	%
Tencate (Delayed Draw)	(7) (10) (11) (12)	First Lien Term Loan	S + 4.00%	9.33	%	2/21/2031	1,361	—	8	—	%
Thyssenkrupp Elevator (Vertical US Newco Inc)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.50%	8.79	%	4/30/2030	4,000	4,026	4,026	0.55	%
Vertex Service Partners	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.82	%	11/8/2030	1,227	1,210	1,210	0.17	%

The accompanying notes are an integral part of these consolidated financial statements.

12

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Vertex Service Partners (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.50%	10.83	%	11/8/2030	2,365	1,695	1,667	0.23	%
WSB Engineering Holdings Inc.	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.10	%	8/31/2029	1,631	1,609	1,609	0.22	%
WSB Engineering Holdings Inc. (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.00%	11.08	%	8/31/2029	1,092	756	748	0.10	%
Total Construction & Building								44,951	45,200	6.21	%
Consumer Goods: Durable
Culligan (AKA Osmosis Debt Merger Sub Inc)	(6) (10) (12)	First Lien Term Loan	S + 4.00%	9.33	%	7/31/2028	2,997	3,016	3,006	0.41	%
Freedom U.S. Acquisition Corporation	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.20	%	9/30/2024	6,911	6,911	6,808	0.94	%
MITER Brands (MIWD Holdco II LLC)	(6) (10) (12)	First Lien Term Loan	S + 3.50%	8.84	%	3/28/2031	3,500	3,522	3,526	0.48	%
NMC Skincare Intermediate Holdings II, LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.00%	10.42% (Cash) 1.00% (PIK)		11/2/2026	6,628	6,590	6,305	0.87	%
SmartSign	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.94	%	9/7/2028	2,014	1,999	2,014	0.28	%
SmartSign	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.18	%	9/7/2028	1,523	1,498	1,523	0.21	%
SRAM LLC	(6) (10) (12)	First Lien Term Loan	S + 2.75%	8.21	%	5/18/2028	3,820	3,831	3,824	0.53	%
Topgolf Callaway Brands Corp	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.34	%	3/15/2030	1,411	1,411	1,417	0.19	%
Total Consumer Goods: Durable								28,778	28,423	3.91	%
Consumer Goods: Non-Durable
Accupac, Inc.	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.50	%	1/16/2026	6,839	6,829	6,741	0.93	%
Clarios Global LP (f/k/a Johnson Controls Inc)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.34	%	5/6/2030	998	998	1,001	0.14	%
Elevation Labs	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.00	%	6/30/2028	1,296	1,286	1,290	0.18	%
Elevation Labs (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.75%	11.18	%	6/30/2028	599	177	177	0.02	%
Image International Intermediate Holdco II, LLC (Incremental)	(4) (6) (7) (10)	First Lien Term Loan	S + 5.50%	10.96	%	7/10/2025	6,948	6,947	6,867	0.95	%
Market Performance Group	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.58	%	1/8/2030	3,702	3,668	3,739	0.51	%
Market Performance Group (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.25%	10.58	%	1/8/2030	908	—	9	—	%
Perrigo Company plc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.25%	7.69	%	4/20/2029	1,989	1,989	1,988	0.27	%
Protective Industrial Products (“PIP”)	(4) (6) (10)	First Lien Term Loan	S + 4.00%	9.46	%	12/29/2027	6,284	6,266	6,268	0.86	%
Revision Buyer LLC	(4) (10)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		12/1/2028	10,227	10,076	10,227	1.41	%
Ultima Health Holdings, LLC	(4) (10)	Subordinated Debt	N/A	11.00% (Cash) 1.50% (PIK)		3/12/2029	1,336	1,316	1,339	0.18	%
US Foods, Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.00%	7.34	%	11/22/2028	1,250	1,253	1,258	0.17	%
Total Consumer Goods: Non-Durable								40,805	40,904	5.62	%
Containers, Packaging & Glass
Novolex (Clydesdale Acquisition Holdings Inc)	(6) (10) (12)	First Lien Term Loan	S + 3.68%	9.12	%	4/13/2029	1,997	2,011	2,003	0.28	%

The accompanying notes are an integral part of these consolidated financial statements.

13

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Oliver Packaging	(4) (10)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		1/6/2029	1,326	1,307	1,241	0.17	%
Online Labels Group	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.58	%	12/19/2029	974	965	974	0.13	%
Online Labels Group (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.25%	10.58	%	12/19/2029	119	—	—	—	%
Online Labels Group (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.25%	10.58	%	12/19/2029	119	—	—	—	%
PG Buyer, LLC	(4) (6) (10)	Subordinated Debt	N/A	10.00% (Cash) 1.50% (PIK)		9/2/2026	8,278	8,278	8,278	1.14	%
Proampac	(6) (7) (10) (12)	First Lien Term Loan	S + 4.00%	9.32	%	9/15/2028	3,980	3,980	3,994	0.55	%
Total Containers, Packaging & Glass								16,541	16,490	2.27	%
Diversified Conglomerate Service
Genesys Cloud Services Holdings II LLC	(6) (10) (12)	First Lien Term Loan	S + 3.50%	8.84	%	12/1/2027	1,750	1,765	1,760	0.24	%
Total Diversified Conglomerate Service								1,765	1,760	0.24	%
Energy: Electricity
Covanta Holding Corp	(6) (10) (12)	First Lien Term Loan	S + 2.50%	7.84	%	11/30/2028	691	688	691	0.10	%
Covanta Holding Corp	(6) (10) (12)	First Lien Term Loan	S + 2.50%	7.84	%	11/30/2028	53	53	53	0.01	%
Insulation Technology Group	(4) (6) (10) (13)	First Lien Term Loan	S + 5.50%	10.84	%	6/25/2030	19,857	19,659	19,662	2.70	%
Insulation Technology Group (Delayed Draw)	(4) (10) (11) (13)	First Lien Term Loan	S + 5.50%	10.84	%	6/25/2030	5,226	—	(51)	(0.01)	%
National Power	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.10	%	10/22/2029	1,478	1,457	1,472	0.20	%
National Power (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.00%	11.10	%	10/22/2029	799	(2)	(3)	—	%
Total Energy: Electricity								21,855	21,824	3.00	%
Energy: Oil & Gas
Marco APE Opco Holdings, LLC	(4) (10)	Subordinated Debt	N/A	15.00% (PIK)		9/2/2026	10,652	10,295	9,670	1.33	%
Total Energy: Oil & Gas								10,295	9,670	1.33	%
Environmental Industries
Contract Land Staff	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.33	%	3/27/2030	6,669	6,603	6,604	0.91	%
Contract Land Staff (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.00%	10.33	%	3/27/2030	2,674	(6)	(26)	—	%
GFL Environmental	(6) (10) (12) (13)	First Lien Term Loan	S + 2.00%	7.32	%	6/27/2031	3,385	3,377	3,393	0.46	%
GFL Environmental	(6) (10) (12)	First Lien Term Loan	S + 2.50%	7.83	%	6/27/2031	1,987	1,994	1,993	0.27	%
Impact Environmental Group	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.43	%	3/23/2029	2,065	2,029	2,065	0.28	%
Impact Environmental Group (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.43	%	3/23/2029	965	961	965	0.13	%
Impact Environmental Group (Delayed Draw) (Incremental)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.00%	10.43	%	3/23/2029	1,712	717	724	0.10	%
Impact Environmental Group (Incremental)	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.43	%	3/23/2029	423	416	423	0.06	%
North Haven Stack Buyer, LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.50%	10.58	%	7/16/2027	6,842	6,823	6,830	0.94	%

The accompanying notes are an integral part of these consolidated financial statements.

14

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
North Haven Stack Buyer, LLC (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 5.00%	10.50	%	7/16/2027	3,697	423	453	0.06	%
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.68	%	8/31/2028	812	806	778	0.11	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance)	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.51	%	7/3/2029	3,403	3,357	3,358	0.46	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance) (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.58	%	7/3/2029	2,571	1,897	1,869	0.26	%
Total Environmental Industries								29,397	29,429	4.04	%
Healthcare & Pharmaceuticals
Brightspring Health (aka Phoenix Gurantor Inc.)	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.59	%	2/21/2031	3,990	3,977	3,985	0.55	%
Health Management Associates	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.70	%	3/30/2029	3,347	3,290	3,338	0.46	%
Health Management Associates (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.70	%	3/30/2029	606	289	299	0.04	%
Heartland Veterinary Partners LLC (Delayed Draw) (Incremental)	(4) (10) (11)	Subordinated Debt	N/A	7.50% (Cash) 7.00% (PIK)		12/10/2027	5,000	—	(81)	(0.01)	%
Heartland Veterinary Partners LLC (Delayed Draw) (Incremental)	(4) (10)	Subordinated Debt	N/A	7.50% (Cash) 7.00% (PIK)		12/10/2027	5,088	5,088	5,006	0.69	%
Heartland Veterinary Partners LLC (Incremental)	(4) (10)	Subordinated Debt	N/A	7.50% (Cash) 7.00% (PIK)		12/10/2027	1,018	1,005	1,001	0.14	%
Jazz Pharmaceuticals plc	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.46	%	5/5/2028	4,476	4,504	4,484	0.61	%
Medline (AKA Mozart Borrower LP)	(6) (10) (12)	First Lien Term Loan	S + 2.75%	8.09	%	10/23/2028	2,764	2,769	2,773	0.38	%
New You Bariatric Group, LLC	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.73% (PIK)		4/30/2025	7,252	7,252	3,643	0.50	%
Organon & Co	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.83	%	5/19/2031	1,418	1,415	1,421	0.20	%
Parexel (AKA Phoenix Newco Inc)	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.71	%	11/15/2028	2,244	2,250	2,251	0.31	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)	(4) (6) (10)	First Lien Term Loan	S + 5.75%	10.94	%	10/5/2029	2,231	2,191	2,187	0.30	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.75%	10.93	%	10/5/2029	731	465	451	0.06	%
Select Medical Corporation	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.34	%	3/6/2027	4,448	4,471	4,455	0.61	%
Southern Veterinary Partners	(6) (7) (10) (12)	First Lien Term Loan	S + 3.75%	9.09	%	10/5/2027	4,217	4,214	4,232	0.58	%
Surgery Center Holdings Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	12/19/2030	2,000	2,018	2,008	0.27	%
Team Services Group	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.58	%	12/20/2027	3,316	3,300	3,301	0.45	%
Thorne HealthTech	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.83	%	10/16/2030	2,774	2,749	2,780	0.38	%
TIDI Products	(4) (6) (7) (10)	First Lien Term Loan	S + 5.50%	10.84	%	12/19/2029	4,543	4,501	4,573	0.63	%
TIDI Products (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 5.50%	10.84	%	12/19/2029	1,201	—	8	—	%
US Radiology Specialists, Inc.	(6) (7) (10) (12)	First Lien Term Loan	S + 5.25%	10.73	%	12/15/2027	1,854	1,791	1,863	0.26	%

The accompanying notes are an integral part of these consolidated financial statements.

15

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value		% of Net Assets (5)
VMG Health	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.33	%	4/16/2030	14,082	13,944	13,951		1.92	%
W2O Holdings, Inc.(Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.08	%	6/12/2026	6,841	6,841	6,754		0.93	%
Wellspring Pharmaceutical	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.11	%	8/22/2028	4,033	3,973	4,013		0.55	%
Wellspring Pharmaceutical (Delayed Draw)	(4) (10)	First Lien Term Loan	S + 5.75%	11.11	%	8/22/2028	1,876	1,865	1,866		0.26	%
Young Innovations	(4) (6) (7) (10)	First Lien Term Loan	S + 5.75%	11.08	%	12/3/2029	6,833	6,771	6,769		0.93	%
Young Innovations (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 5.75%	11.08	%	12/3/2029	1,431	—	(13)		—	%
Total Healthcare & Pharmaceuticals								90,933	87,318	0	12.00	%
High Tech Industries
Acclaim MidCo, LLC (dba ClaimLogiQ)	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.33	%	6/13/2029	2,205	2,166	2,197		0.30	%
Acclaim MidCo, LLC (dba ClaimLogiQ) (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.00%	11.33	%	6/13/2029	891	(4)	(3)		—	%
Ahead Data Blue LLC	(6) (10) (12)	First Lien Term Loan	S + 3.75%	9.08	%	2/1/2031	3,609	3,601	3,626		0.50	%
Ahead Data Blue LLC	(6) (10) (12)	First Lien Term Loan	S + 4.25%	9.58	%	2/1/2031	1,882	1,864	1,890		0.26	%
AppLovin Corp.	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.84	%	8/16/2030	3,905	3,920	3,914		0.54	%
Diligent Corporation	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 5.00%	10.34	%	8/2/2030	2,553	(12)	(11)		—	%
Diligent Corporation	(4) (6) (7) (10)	First Lien Term Loan	S + 5.00%	10.34	%	8/2/2030	2,553	2,541	2,542		0.35	%
Diligent Corporation	(4) (6) (7) (10)	First Lien Term Loan	S + 5.00%	10.34	%	8/2/2030	14,894	14,820	14,827		2.04	%
Ensono, LP.	(4) (10)	First Lien Term Loan	S + 4.00%	9.46	%	5/26/2028	10,930	10,876	10,877		1.49	%
Evergreen Services Group II	(4) (6) (7) (10)	First Lien Term Loan	S + 5.75%	11.08	%	10/4/2030	3,306	3,260	3,349		0.46	%
Evergreen Services Group II (Delayed Draw)	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.08	%	10/4/2030	2,673	2,667	2,707		0.37	%
II-VI INCORPORATED	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.84	%	7/2/2029	2,409	2,421	2,414		0.33	%
Infobase Acquisition, Inc.	(4) (6) (10)	First Lien Term Loan	S + 5.50%	11.01	%	6/14/2028	727	722	727		0.10	%
Informatica LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 2.25%	7.59	%	10/27/2028	4,478	4,500	4,498		0.62	%
Instructure Holdings Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.35	%	10/30/2028	1,240	1,243	1,241		0.17	%
ITSavvy LLC	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.75	%	8/8/2028	1,766	1,754	1,766		0.24	%
ITSavvy LLC (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.25%	10.73	%	8/8/2028	95	58	59		0.01	%
MKS Instruments Inc.	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.83	%	8/17/2029	3,433	3,453	3,441		0.47	%
Quickbase	(4) (6) (10)	First Lien Term Loan	S + 4.00%	9.33	%	10/2/2028	5,601	5,576	5,574		0.77	%
Red Ventures LLC	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.34	%	3/3/2030	1,365	1,362	1,351		0.19	%
Specialist Resources Global Inc. (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.00%	10.34	%	9/23/2027	11,790	(27)	—		—	%
Specialist Resources Global Inc. (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.34	%	9/23/2027	6,840	6,840	6,840		0.94	%
Specialist Resources Global Inc. (Incremental)	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.34	%	9/23/2027	1,331	1,319	1,331		0.18	%

The accompanying notes are an integral part of these consolidated financial statements.

16

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
UPC Finance Partnership	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.44	%	1/31/2029	3,000	2,987	2,988	0.41	%
Velosio	(4) (6) (7) (10)	First Lien Term Loan	S + 5.25%	10.56	%	3/1/2030	5,508	5,456	5,455	0.75	%
Velosio (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 5.25%	10.56	%	3/1/2030	1,135	—	(11)	—	%
Worldpay (GTCR W Merger Sub LLC)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.33	%	1/31/2031	4,465	4,488	4,465	0.61	%
Total High Tech Industries								87,851	88,054	12.10	%
Hotel, Gaming & Leisure
Cinemark USA Inc.	(6) (10) (12) (13)	First Lien Term Loan	S + 3.25%	8.59	%	5/24/2030	3,617	3,640	3,641	0.50	%
Delta 2	(6) (10) (12) (13)	First Lien Term Loan	S + 2.25%	7.58	%	1/15/2030	1,250	1,254	1,255	0.17	%
Fleet U.S. Bidco Inc. (Argus Media)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.25%	8.59	%	2/21/2031	225	224	226	0.03	%
Total Hotel, Gaming & Leisure								5,118	5,122	0.70	%
Media: Advertising, Printing & Publishing
Thomson Reuters IP & S (AKA Clarivate / Camelot Finance SA)	(6) (10) (12)	First Lien Term Loan	S + 2.75%	8.09	%	1/31/2031	3,990	4,003	4,002	0.55	%
Vanguard Packaging LLC	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.60	%	8/9/2026	5,858	5,852	5,858	0.80	%
Total Media: Advertising, Printing & Publishing								9,855	9,860	1.35	%
Media: Broadcasting & Subscription
DIRECTV (AKA DIRECTV Financing LLC)	(6) (10) (12)	First Lien Term Loan	S + 5.00%	10.46	%	8/2/2027	170	169	171	0.02	%
Nexstar Media Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.96	%	9/18/2026	4,000	4,007	4,014	0.55	%
Virgin Media Bristol LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 3.25%	8.69	%	1/31/2029	1,375	1,356	1,317	0.18	%
Ziggo Financing Partnership	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.94	%	4/30/2028	500	491	484	0.07	%
Total Media: Media: Broadcasting & Subscription								6,023	5,986	0.82	%
Media: Diversified & Production
BroadcastMed Holdco, LLC	(4) (10)	Subordinated Debt	N/A	10.00% (Cash) 3.75% (PIK)		11/12/2027	2,775	2,733	2,653	0.36	%
Creative Artists Agency, LLC	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.59	%	11/27/2028	1,994	2,005	2,005	0.28	%
Total Media: Diversified & Production								4,738	4,658	0.64	%
Metals and Mining
Arsenal AIC Parent LLC	(6) (10) (12)	First Lien Term Loan	S + 3.75%	9.09	%	8/18/2030	2,615	2,641	2,634	0.36	%
Total Metals and Mining								2,641	2,634	0.36	%

The accompanying notes are an integral part of these consolidated financial statements.

17

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Retail
Amer Sports	(6) (10) (12) (13)	First Lien Term Loan	S + 3.25%	8.58	%	2/17/2031	299	298	301	0.04	%
Total Retail								298	301	0.04	%
Services: Business
ALKU Intermediate Holdings, LLC	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.59	%	5/23/2029	2,698	2,651	2,723	0.38	%
Aramsco	(6) (7) (10) (12)	First Lien Term Loan	S + 4.75%	10.08	%	10/10/2030	2,973	2,917	2,983	0.41	%
Aramsco (Delayed Draw)	(6) (7) (10) (11) (12)	First Lien Term Loan	S + 4.75%	10.08	%	10/10/2030	520	—	2	—	%
ARMstrong	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.68	%	10/8/2029	2,981	2,941	2,969	0.41	%
ARMstrong (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.65	%	10/8/2029	1,007	61	64	0.01	%
AssetMark Financial Holdings (GTCR Everest Borrower LLC)	(6) (10) (12) (13)	First Lien Term Loan	S + 3.00%	8.31	%	6/3/2031	880	878	882	0.12	%
Cast & Crew	(6) (10) (12)	First Lien Term Loan	S + 3.75%	9.09	%	12/29/2028	1,870	1,873	1,874	0.26	%
Class Valuation	(4) (10)	Subordinated Debt	N/A	11.00	%	9/30/2026	444	439	419	0.06	%
Colibri (McKissock LLC)	(6) (7) (10) (12)	First Lien Term Loan	S + 5.00%	10.33	%	3/12/2029	5,970	5,831	6,000	0.83	%
CrossCountry Consulting	(4) (6) (7) (10)	First Lien Term Loan	S + 4.75%	10.08	%	6/1/2029	1,372	1,351	1,366	0.19	%
CrossCountry Consulting (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 4.75%	10.08	%	6/1/2029	560	(4)	(3)	—	%
CV Intermediate Holdco Corp.	(4) (10)	Subordinated Debt	N/A	11.00	%	9/30/2026	10,000	9,902	9,430	1.30	%
Evergreen Services Group	(4) (6) (7) (10)	First Lien Term Loan	S + 6.25%	11.68	%	6/15/2029	4,006	3,943	4,001	0.55	%
Evergreen Services Group (Delayed Draw)	(4) (6) (7) (10)	First Lien Term Loan	S + 6.25%	11.66	%	6/15/2029	959	951	957	0.13	%
Garda World Security Corporation	(6) (10) (12) (13)	First Lien Term Loan	S + 4.25%	9.59	%	2/1/2029	2,000	2,028	2,015	0.28	%
HireRight	(10) (12)	First Lien Term Loan	S + 4.00%	9.34	%	9/27/2030	5,984	5,925	5,973	0.82	%
ICON Publishing Ltd	(6) (10) (12) (13)	First Lien Term Loan	S + 2.00%	7.33	%	7/3/2028	101	101	102	0.01	%
ICON Publishing Ltd	(6) (10) (12) (13)	First Lien Term Loan	S + 2.00%	7.33	%	7/3/2028	25	25	25	—	%
Image First	(4) (6) (10)	First Lien Term Loan	S + 4.25%	9.58	%	4/27/2028	6,760	6,746	6,777	0.93	%
Image First (Delayed Draw)	(4) (10)	First Lien Term Loan	S + 4.25%	9.59	%	4/27/2028	126	125	126	0.02	%
Ingram Micro Inc	(6) (10) (12)	First Lien Term Loan	S + 3.00%	8.60	%	6/30/2028	3,239	3,256	3,257	0.45	%
Integrated Power Services (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 4.50%	9.96	%	11/22/2028	5,096	234	246	0.03	%
Integrated Power Services (Incremental)	(4) (6) (10)	First Lien Term Loan	S + 4.50%	9.96	%	11/22/2028	1,235	1,232	1,235	0.17	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC)	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.33	%	8/1/2029	2,419	2,386	2,410	0.33	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC) (Delayed Draw)	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 6.00%	11.33	%	8/1/2029	2,340	466	462	0.06	%
Kofile, Inc.	(4) (10)	Subordinated Debt	N/A	10.00% (Cash) 1.75% (PIK)		7/29/2026	10,400	10,400	9,181	1.26	%
KRIV Acquisition, Inc	(4) (6) (10)	First Lien Term Loan	S + 6.50%	11.83	%	7/6/2029	5,195	5,065	5,056	0.69	%

The accompanying notes are an integral part of these consolidated financial statements.

18

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
KRIV Acquisition, Inc (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.50%	11.83	%	7/6/2029	779	(8)	(21)	—	%
LSCS Holdings Inc.	(6) (10) (12)	First Lien Term Loan	S + 4.50%	9.96	%	12/16/2028	8,753	8,705	8,671	1.19	%
OMNIA Partners	(6) (7) (10) (12)	First Lien Term Loan	S + 3.25%	8.57	%	7/25/2030	2,496	2,481	2,501	0.34	%
Open Text Corp	(6) (10) (12) (13)	First Lien Term Loan	S + 2.25%	7.59	%	1/31/2030	4,449	4,474	4,473	0.61	%
Phaidon International	(4) (6) (10) (13)	First Lien Term Loan	S + 5.50%	10.94	%	8/22/2029	6,363	6,315	6,285	0.86	%
Press Ganey	(4) (6) (7) (10)	First Lien Term Loan	S + 3.50%	8.84	%	4/30/2031	5,175	5,124	5,127	0.70	%
Propark Mobility	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.56	%	1/31/2029	2,513	2,474	2,488	0.34	%
Propark Mobility (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.58	%	1/31/2029	1,154	471	478	0.07	%
Propark Mobility (Delayed Draw) (Incremental)	(4) (10) (11)	First Lien Term Loan	S + 6.25%	11.56	%	1/31/2029	9,014	(22)	(89)	(0.01)	%
Red Dawn SEI Buyer, Inc.	(4) (10)	Subordinated Debt	S + 8.25%	13.68	%	11/23/2026	6,650	6,650	6,650	0.91	%
Red Dawn SEI Buyer, Inc. (Incremental)	(4) (10)	Subordinated Debt	S + 8.50%	13.93	%	11/20/2026	3,350	3,350	3,350	0.46	%
Soliant Holdings LLC	(4) (10)	First Lien Term Loan	S + 3.75%	9.08	%	6/20/2031	18,310	18,127	18,128	2.49	%
System One	(4) (6) (10)	First Lien Term Loan	S + 3.75%	9.23	%	3/2/2028	1,088	1,088	1,089	0.15	%
Tempo Acquisition, LLC	(6) (10) (12)	First Lien Term Loan	S + 2.25%	7.59	%	8/31/2028	4,462	4,481	4,479	0.62	%
TouchTunes Interactive (Incremental)	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.09	%	4/2/2029	7,692	7,692	7,710	1.06	%
Trilon Group, LLC	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.98	%	5/29/2029	6,890	6,864	6,823	0.94	%
Trilon Group, LLC	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.98	%	5/29/2029	3,014	2,985	2,984	0.41	%
Trilon Group, LLC (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.50%	10.98	%	5/29/2029	10,071	—	(98)	(0.01)	%
Vistage	(4) (6) (7) (10)	First Lien Term Loan	S + 4.75%	10.08	%	7/13/2029	3,482	3,466	3,508	0.48	%
Total Services: Business								156,440	155,068	21.31	%
Services: Consumer
360 Training	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.34	%	8/2/2028	3,054	3,026	3,042	0.42	%
360 Training (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.00%	10.34	%	8/2/2028	2,734	—	(11)	—	%
A Place for Mom, Inc.	(4) (6) (10)	First Lien Term Loan	S + 4.50%	9.96	%	2/10/2026	6,809	6,809	6,806	0.93	%
All My Sons	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.21	%	10/25/2028	3,626	3,609	3,608	0.50	%
COP Exterminators Acquisition, Inc.	(4) (10)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	660	644	647	0.09	%
COP Exterminators Acquisition, Inc. (Delayed Draw)	(4) (10) (11)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	505	415	411	0.05	%
Excel Fitness	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.73	%	4/27/2029	5,910	5,856	5,857	0.80	%
Excel Fitness (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 5.25%	10.73	%	4/27/2029	2,096	(15)	—	—	%
Legacy Service Partners, LLC (“LSP”)	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.73	%	1/9/2029	4,044	3,979	4,025	0.55	%
Legacy Service Partners, LLC (“LSP”) (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 5.25%	10.74	%	1/9/2029	1,885	1,877	1,876	0.26	%
NearU	(4) (6) (7) (10)	First Lien Term Loan	S + 6.00%	11.51	%	8/16/2028	4,940	4,884	4,640	0.64	%
NearU (Delayed Draw)	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 6.00%	11.51	%	8/16/2028	766	—	(47)	(0.01)	%
NearU (Delayed Draw)	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 6.00%	11.51	%	8/16/2028	832	—	(51)	(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

19

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
NearU (Delayed Draw) (Incremental)	(4) (6) (7) (10) (11)	First Lien Term Loan	S + 6.00%	11.51	%	8/16/2028	171	—	(10)	—	%
Norton Life Lock	(6) (10) (12) (13)	First Lien Term Loan	S + 1.75%	7.09	%	9/12/2029	368	368	367	0.05	%
Perennial Services, Group, LLC	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.94	%	9/7/2029	1,685	1,663	1,678	0.23	%
Perennial Services, Group, LLC (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.94	%	9/7/2029	1,508	1,505	1,502	0.21	%
Protection One (aka Prime Security Services)	(6) (10) (12)	First Lien Term Loan	S + 2.25%	7.58	%	10/13/2030	2,231	2,226	2,232	0.31	%
Verscend Technologies	(6) (10) (12)	First Lien Term Loan	S + 3.25%	8.58	%	5/1/2031	3,491	3,508	3,483	0.48	%
Wrench Group	(4) (6) (7) (10)	First Lien Term Loan	S + 4.00%	9.60	%	10/30/2028	3,968	3,959	3,976	0.55	%
Total Services: Consumer								44,313	44,031	6.05	%
Sovereign & Public Finance
LMI Renaissance	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.84	%	7/18/2028	6,280	6,170	6,287	0.86	%
Total Sovereign & Public Finance								6,170	6,287	0.86	%
Telecommunications
Arise Holdings Inc.	(4) (6) (10)	First Lien Term Loan	S + 4.50%	9.83	%	12/9/2025	6,839	6,813	6,215	0.85	%
Iridium Satellite LLC	(6) (10) (12) (13)	First Lien Term Loan	S + 2.25%	7.59	%	9/20/2030	2,309	2,311	2,309	0.32	%
Mobile Communications America Inc (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.00%	10.83	%	10/16/2029	1,463	63	62	0.01	%
Mobile Communications America Inc	(4) (6) (10)	First Lien Term Loan	S + 5.50%	10.84	%	10/16/2029	4,514	4,459	4,479	0.62	%
Sapphire Telecom Inc	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.34	%	6/27/2029	16,916	16,747	16,748	2.30	%
Total Telecommunications								30,393	29,813	4.10	%
Transportation: Cargo
Armstrong Transport Group	(4) (10)	Subordinated Debt	N/A	17.00% (PIK)		6/30/2027	1,017	997	997	0.14	%
Armstrong Transport Group	(4) (10)	Subordinated Debt	N/A	7.00% (Cash) 7.00% (PIK)		6/30/2027	5,638	5,529	5,527	0.76	%
FSK Pallet Holding Corp. (DBA Kamps Pallets)	(4) (6) (10)	First Lien Term Loan	S + 6.00%	11.48	%	12/23/2026	5,895	5,819	5,702	0.78	%
Kenco Group, Inc. (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.00%	10.29	%	11/15/2029	3,749	(20)	35	—	%
Kenco Group, Inc.	(4) (6) (10)	First Lien Term Loan	S + 5.00%	10.29	%	11/15/2029	21,277	21,155	21,475	2.95	%
Kenco Group, Inc. (Delayed Draw) (Incremental)	(4) (10) (11)	First Lien Term Loan	S + 5.00%	10.29	%	11/15/2029	4,920	(49)	46	0.01	%
Uber Technologies Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	3/3/2030	2,113	2,125	2,125	0.29	%
Total Transportation: Cargo								35,556	35,907	4.93	%

The accompanying notes are an integral part of these consolidated financial statements.

20

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost		Fair Value		% of Net Assets (5)
Transportation: Consumer
Air Canada	(6) (10) (12) (13)	First Lien Term Loan	S + 2.50%	7.85	%	3/21/2031	4,055	4,069		4,066		0.56	%
Alternative Logistics Technologies Buyer, LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 5.50%	10.84	%	2/14/2031	3,902	3,866		3,864		0.53	%
Alternative Logistics Technologies Buyer, LLC (Delayed Draw)	(4) (7) (10) (11)	First Lien Term Loan	S + 5.50%	10.84	%	2/14/2031	1,118	—		(11)		—	%
American Student Transportaton Partners, Inc	(4) (10)	Subordinated Debt	N/A	6.00% (Cash) 8.50% (PIK)		9/11/2029	1,675	1,636		1,619		0.22	%
United Airlines Inc	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	2/22/2031	4,459	4,475		4,476		0.61	%
WestJet Airlines	(6) (10) (12) (13)	First Lien Term Loan	S + 3.75%	9.08	%	2/14/2031	2,815	2,815		2,831		0.39	%
Total Transportation: Consumer								16,861		16,845		2.31	%
Utilities: Electric
Pinnacle Supply Partners, LLC	(4) (6) (10)	First Lien Term Loan	S + 6.25%	11.69	%	4/3/2030	2,520	2,476		2,503		0.35	%
Pinnacle Supply Partners, LLC (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.25%	11.65	%	4/3/2030	1,453	546		547		0.08	%
Vistra Operations Co	(6) (10) (12) (13)	First Lien Term Loan	S + 2.75%	8.09	%	4/30/2031	3,594	3,610		3,614		0.50	%
Total Utilities: Electric								6,632		6,664		0.93	%
Utilities: Water
USA Water	(4) (6) (10)	First Lien Term Loan	S + 4.75%	10.08	%	2/21/2031	6,962	6,898		6,911		0.95	%
USA Water (Delayed Draw)	(4) (10) (11)	First Lien Term Loan	S + 4.75%	10.08	%	2/21/2031	2,684	—		(20)		—	%
Total Utilities: Water								6,898		6,891		0.95	%
Wholesale
Industrial Service Group	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.09	%	12/7/2028	2,441	2,402		2,417		0.33	%
Industrial Service Group (Delayed Draw)	(4) (6) (10)	First Lien Term Loan	S + 5.75%	11.09	%	12/7/2028	1,271	1,266		1,258		0.17	%
Industrial Service Group (Delayed Draw) (Incremental)	(4) (6) (10) (11)	First Lien Term Loan	S + 5.75%	11.09	%	12/7/2028	2,250	2,143		2,123		0.29	%
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS)	(4) (6) (10)	First Lien Term Loan	S + 6.50%	11.98	%	1/19/2029	4,540	4,468		4,545		0.63	%
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS) (Delayed Draw)	(4) (6) (10) (11)	First Lien Term Loan	S + 6.50%	11.98	%	1/19/2029	1,139	(17)		1		—	%
Micronics	(4) (10)	Subordinated Debt	S + 5.25%	10.81	%	2/17/2027	1,880	1,849		1,847		0.26	%
New Era Technology, Inc	(4) (6) (7) (10)	First Lien Term Loan	S + 6.25%	11.73	%	10/31/2026	6,689	6,674		6,567		0.90	%
Solaray, LLC	(4) (6) (7) (10)	First Lien Term Loan	S + 6.50%	11.93	%	12/15/2025	6,510	6,510		6,189		0.85	%
Total Wholesale								25,295		24,947		3.43	%
Total Debt Investments								$	922,339	$	915,172	125.75	%

The accompanying notes are an integral part of these consolidated financial statements.

21

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share / Unit	Cost		Fair Value		% of Net Assets (5)
Equity Investments
Aerospace & Defense
BPC Kodiak LLC (Turbine Engine Specialist, Inc)	(4) (8) (9) (10)	Class A-1 Units	9/1/2023	1,180,000	$	1,180	$	1,523	0.21	%
Clarity Innovations, Inc.	(4) (8) (10)	Partnership Interests	12/7/2023	77,000	76		83		0.01	%
Clarity Innovations, Inc.	(4) (8) (10)	Partnership Interests	6/21/2024	389,000	389		418		0.06	%
Total Aerospace & Defense					1,645		2,024		0.28	%
Banking, Finance, Insurance, Real Estate
Arax Investment Partners	(4) (8) (10) (13)	Limited Partnership Interest	3/28/2024	820,313	818		1,191		0.16	%
Inszone	(4) (8) (10) (13)	Partnership Interests	11/30/2023	80,208	77		82		0.01	%
Total Banking, Finance, Insurance, Real Estate					895		1,273		0.17	%
Beverage, Food & Tobacco
Fresh Edge - Common	(4) (8) (10)	Class B Common Units	10/3/2022	454	—		26		—	%
Fresh Edge - Preferred	(4) (8) (10)	Class A Preferred Units	10/3/2022	454	454		462		0.07	%
Marlin Coinvest LP	(4) (8) (10) (13)	Limited Partnership Interests	5/8/2023	200,000	200		234		0.03	%
Spice World	(4) (8) (10)	LLC Common Units	3/31/2022	1,000	126		141		0.02	%
Sugar PPC Holdings LLC	(4) (8) (10) (13)	Parent Units	9/29/2023	2,000	200		230		0.03	%
Tech24	(4) (8) (10)	Company Unit	10/5/2023	200	200		216		0.03	%
Total Beverage, Food & Tobacco					1,180		1,309		0.18	%
Capital Equipment
EFC Holdings, LLC	(4) (8) (10) (13)	Class A Common Units	3/1/2023	114	46		118		0.02	%
EFC Holdings, LLC	(4) (8) (10) (13)	Series A Preferred Units	3/1/2023	114	114		126		0.02	%
E-Technologies	(4) (8) (10)	Partnership Interests	5/22/2024	1,000,000	1,010		1,000		0.13	%
Total Capital Equipment					1,170		1,244		0.17	%
Chemicals, Plastics & Rubber
Meyer Lab	(4) (8) (10) (13)	Units	2/27/2024	849,000	849		849		0.12	%
Total Chemicals, Plastics & Rubber					849		849		0.12	%
Construction & Building
Gannett Fleming	(4) (8) (10)	Series F Units	5/26/2023	142,296	147		246		0.03	%

The accompanying notes are an integral part of these consolidated financial statements.

22

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share / Unit	Cost	Fair Value	% of Net Assets (5)
Gannett Fleming	(4) (8) (9) (10)	Limited Partnership Interests	12/20/2022	106,126	106	183	0.03	%
Trench Plate Rental Co.	(4) (8) (10)	Common Equity	3/28/2022	1,000	127	57	0.01	%
Total Construction & Building					380	486	0.07	%
Consumer Goods: Non-Durable
RVGD Aggregator LP (Revision Skincare)	(4) (8) (10)	Limited Partnership Interests	3/31/2022	100	98	102	0.01	%
Ultima Health Holdings, LLC	(4) (8) (10)	Preferred Units	9/12/2022	11	130	184	0.03	%
WCI Holdings LLC	(4) (8) (10) (13)	Class A1 Units	2/6/2023	534,934	535	561	0.08	%
Total Consumer Goods: Non-Durable					763	847	0.12	%
Containers, Packaging & Glass
Oliver Packaging	(4) (8) (10)	Class A Common Units	7/6/2022	6,710	671	287	0.04	%
PG Aggregator, LLC	(4) (8) (10) (13)	LLC Units	3/31/2022	100	109	113	0.01	%
Total Containers, Packaging & Glass					780	400	0.05	%
Healthcare & Pharmaceuticals
Churchill NYBG Blocker, LLC	(4) (7) (8) (10)	LLC Interest	4/10/2024	442,712	—	—	—	%
Health Management Associates	(4) (8) (10)	Class A Common Units	3/31/2023	161,953	162	201	0.03	%
Spectrum Science	(4) (8) (10)	Limited Partner Interests	10/2/2023	235,000	252	209	0.03	%
Total Healthcare & Pharmaceuticals					414	410	0.06	%
High Tech Industries
ITSavvy LLC	(4) (8) (10)	Class A Common Units	8/8/2022	119	119	336	0.04	%
Netchex	(4) (8) (10)	Limited Partnership Interest	3/28/2024	480,000	513	552	0.08	%
Total High Tech Industries					632	888	0.12	%
Media: Diversified & Production
BroadcastMed Holdco, LLC	(4) (8) (10)	Series A-3 Preferred Units	10/4/2022	43,679	655	528	0.07	%
Total Media: Diversified & Production					655	528	0.07	%
Services: Business
Class Valuation	(4) (8) (10)	Class A Common Units	12/8/2023	1,038	105	41	0.01	%
FCP-Cranium Holdings P/S A	(4) (8) (10) (13)	Class A Common Shares	9/11/2023	3,753,613	—	55	0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

23

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share / Unit	Cost		Fair Value		% of Net Assets (5)
FCP-Cranium Holdings, LLC (Brain labs)	(4) (8) (10) (13)	Series A Preferred Shares	9/11/2023	10,256,410	389		450		0.06	%
FCP-Cranium Holdings, LLC (Brain labs)	(4) (8) (10) (13)	Series B Preferred Shares	9/11/2023	3,753,613	600		639		0.09	%
Kofile, Inc.	(4) (8) (10)	Class A-2 Common Units	3/31/2022	100	108		107		0.01	%
KRIV Acquisition, Inc	(4) (8) (10)	Class A Units	7/17/2023	200	200		177		0.02	%
Smith System	(4) (8) (10)	Common Units	12/13/2023	84,000	84		98		0.01	%
Worldwide Clinical Trials	(4) (8) (10)	Series A Preferred	12/12/2023	49	47		47		0.01	%
Worldwide Clinical Trials	(4) (8) (10)	Class A Interests	12/12/2023	7	74		75		0.01	%
Total Services: Business					1,607		1,689		0.23	%
Services: Consumer
AirX Climate Solutions Company	(4) (8) (10)	Partnership Interests	11/7/2023	96	77		121		0.02	%
COP Exterminators Investment, LLC	(4) (8) (10)	Class A Units	7/31/2023	770,000	862		938		0.13	%
Legacy Service Partners, LLC (“LSP”)	(4) (8) (10)	Class B Units	1/9/2023	1,963	196		228		0.03	%
NearU	(4) (7) (8) (10)	Limited Partnership Interests	8/8/2022	1,419	142		89		0.01	%
Perennial Services Investors LLC	(4) (8) (10) (13)	Class A Units	9/8/2023	1,957	196		271		0.04	%
Total Services: Consumer					1,473		1,647		0.23	%
Sovereign & Public Finance
LMI Renaissance	(4) (8) (10)	Limited Partnership Interests	7/18/2022	106,984	107		206		0.03	%
Total Sovereign & Public Finance					107		206		0.03	%
Transportation: Consumer
ASTP Holdings Co-Investment LP	(4) (8) (10)	Limited Partnership Interest	9/11/2023	77,974	80		68		0.01	%
Total Transportation: Consumer					80		68		0.01	%
Utilities: Electric
Pinnacle Supply Partners, LLC	(4) (8) (10)	Subject Partnership Units	4/3/2023	111,875	112		121		0.02	%
Total Utilities: Electric					112		121		0.02	%
Utilities: Water
USA Water	(4) (8) (10) (13)	Common Units	2/21/2024	4,226	423		453		0.06	%
Total Utilities: Water					423		453		0.06	%
Total Equity Investments					$	13,165	$	14,442	1.99	%

The accompanying notes are an integral part of these consolidated financial statements.

24

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED)

June 30, 2024

(dollar amounts in thousands)

Portfolio Company (1) (2)	Interest Rate	Share/Unit	Cost		Fair Value		% of Net Assets (5)
Cash Equivalents
BlackRock Liquidity Funds T-Fund - Institutional Class	5.20%	16,382	$	16,382	$	16,382	2.25	%
First American Government Obligations Fund - Class Z	5.20%	11	11		11		—	%
Total Cash Equivalents			$	16,393	$	16,393	2.25	%
Total Investments			$	951,897	$	946,007	129.99	%

____________________

(1)All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act classifies investments based on the level of control that the Fund maintains in a particular portfolio company. As defined in the 1940 Act, a portfolio company is generally presumed to be “non-controlled” when the Fund owns 25% or less of the portfolio company’s voting securities and “controlled” when the Fund owns more than 25% of the portfolio company’s voting securities. The 1940 Act also classifies investments further based on the level of ownership that the Fund maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Fund owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Fund owns 5% or more of a portfolio company’s voting securities.

(2)Unless otherwise indicated, issuers of debt and equity held by the Fund are domiciled in the United States.

(3)The majority of the investments bear interest at rates that may be determined by reference to Secured Overnight Financing Rate ("SOFR" or "S"), which reset monthly or quarterly. For each such investment, the Fund has provided the spread over SOFR and the current contractual interest rate in effect at June 30, 2024. As of June 30, 2024, effective rates for 1M S, 3M S, 6M S and 12M S are 5.34%, 5.32%, 5.25% and 5.04%, respectively. Certain investments are subject to a SOFR floor. For fixed rate loans, a spread above a reference rate is not applicable.

(4)Investment valued using unobservable inputs (Level 3). See Note 2 “Significant Accounting Policies - Valuation of Portfolio Investments” for more information.

(5)Percentage is based on net assets of $727,778 as of June 30, 2024.

(6)Denotes that all or a portion of the assets are owned by SPV I (as defined in Note 1 “Organization”). SPV I entered into a senior secured revolving credit facility (the “Bank of America Credit Facility”) on April 19, 2022. The lenders of the Bank of America Credit Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Fund. See Note 6 “Secured Borrowings” for more information.

(7)Investment is a unitranche position.

(8)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be a “restricted security” under the Securities Act. As of June 30, 2024, the Fund held forty-seven restricted securities with an aggregate fair value of $14,442, or 1.98% of the Fund’s net assets.

(9)Represents an investment held through an aggregator vehicle organized as a pooled investment vehicle.

(10)This portfolio company is not domiciled in the United States. A portfolio company that is not domiciled in the United States is considered a non-qualifying asset under Section 55(a) of the 1940 Act. See Note 3 "Investments" for more information.

(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 7 "Commitments and Contingencies". The investment may be subject to unused commitment fees.

(12)Investments valued using observable inputs (Level 2), if applicable. See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 4 "Fair Value Measurements" for more information.

(13)The investment is considered as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Fund cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Fund's total assets. As of June 30, 2024, total non-qualifying assets at fair value represented 15.38% of the Fund's total assets calculated in accordance with the 1940 Act.

The accompanying notes are an integral part of these consolidated financial statements.

25

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Investments
Debt Investments
Aerospace & Defense
Precision Aviation Group	(4) (6)	First Lien Term Loan	S+ 5.75%	11.12	%	12/21/2029	7,520	7,370	7,370	2.08	%
Precision Aviation Group (Delayed Draw)	(4) (11)	First Lien Term Loan	S+ 5.75%	11.12	%	12/21/2029	2,480	(25)	(49)	(0.01)	%
Turbine Engine Specialist, Inc	(4)	Subordinated Debt	S+ 9.50%	14.96	%	3/1/2029	1,973	1,925	1,937	0.54	%
Total Aerospace & Defense								9,270	9,258	2.61	%
Automotive
Adient US LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.25%	8.72	%	4/13/2028	875	878	879	0.25	%
Belron Finance US LLC	(6) (12)(13)	First Lien Term Loan	S+ 2.43%	8.07	%	4/13/2028	871	874	874	0.24	%
Randys Holdings, Inc	(4) (6) (7)	First Lien Term Loan	S+ 6.50%	11.88	%	11/1/2028	3,957	3,888	3,907	1.10	%
Randys Holdings, Inc (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.50%	11.88	%	11/1/2028	1,332	—	(17)	—	%
Total Automotive								5,640	5,643	1.59	%
Banking, Finance, Insurance, Real Estate
Patriot Growth Insurance Service (Delayed Draw) (Incremental)	(4) (6) (7)	First Lien Term Loan	S+ 5.75%	11.25	%	10/14/2028	5,972	5,924	5,836	1.65	%
Ryan Specialty Group LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.46	%	9/1/2027	1,245	1,248	1,247	0.35	%
SS&C Technology Holdings Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.25%	7.71	%	3/22/2029	297	298	298	0.08	%
SS&C Technology Holdings Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.25%	7.71	%	3/22/2029	177	177	177	0.05	%
Total Banking, Finance, Insurance, Real Estate								7,647	7,558	2.13	%
Beverage, Food & Tobacco
Bakeovations Intermediate, LLC (d/b/a Commercial Bakeries)	(4) (6) (10)(13)	First Lien Term Loan	S+ 6.25%	11.60	%	9/25/2029	4,236	4,156	4,152	1.17	%
Cold Spring Brewing Company	(4) (6)	First Lien Term Loan	S+ 4.75%	10.11	%	12/19/2025	6,188	6,188	6,188	1.75	%
Fortune International, LLC	(4) (6)	First Lien Term Loan	S+ 4.75%	10.20	%	1/17/2026	6,878	6,839	6,812	1.92	%
Fresh Edge	(4) (6)	Subordinated Debt	S+ 4.50% (Cash) + 5.13% (PIK)	15.20	%	4/3/2029	2,954	2,888	2,886	0.81	%
Harvest Hill Beverage Company	(4)	Subordinated Debt	S+ 9.00%	14.46	%	2/28/2029	2,800	2,723	2,749	0.77	%
Nonni's Foods, LLC	(4) (6)	First Lien Term Loan	S+ 5.50%	11.10	%	3/1/2025	6,890	6,887	6,849	1.93	%
Palmetto Acquisitionco, Inc.	(4) (6)	First Lien Term Loan	S+ 5.75%	11.10	%	9/18/2029	3,348	3,292	3,291	0.93	%
Palmetto Acquisitionco, Inc. (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.75%	11.10	%	9/18/2029	1,217	294	277	0.08	%
Sugar Foods	(4) (6) (7)	First Lien Term Loan	S+ 6.00%	11.34	%	10/2/2030	4,221	4,128	4,130	1.16	%
Sugar Foods (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.00%	11.34	%	10/2/2030	1,173	(13)	(25)	(0.01)	%
Summit Hill Foods	(4) (6)	First Lien Term Loan	S+ 6.00%	11.39	%	11/29/2029	2,893	2,850	2,850	0.80	%
Sunny Sky Products	(4) (6)	First Lien Term Loan	S+ 5.25%	10.60	%	12/23/2028	1,857	1,839	1,839	0.52	%

The accompanying notes are an integral part of these consolidated financial statements.

26

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Sunny Sky Products (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.25%	10.60	%	12/23/2028	464	—	(4)	—	%
SW Ingredients Holdings, LLC	(4)	Subordinated Debt	N/A	10.50% (Cash) 1.00% (PIK)		7/3/2026	10,179	10,179	9,898	2.79	%
Total Beverage, Food & Tobacco								52,250	51,892	14.62	%
Capital Equipment
Clarios Global LP (f/k/a Johnson Controls Inc)	(6) (10)(12)(13)	First Lien Term Loan	S+ 3.75%	9.11	%	5/6/2030	998	998	1,001	0.28	%
EFC Holdings, LLC	(4)	Subordinated Debt	N/A	11.00% (Cash) 2.50% (PIK)		5/1/2028	2,436	2,372	2,413	0.68	%
GenServe LLC	(4) (6) (7)	First Lien Term Loan	S+ 5.75%	11.21	%	6/30/2024	6,878	6,865	6,843	1.93	%
Hayward Industries, Inc.	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.22	%	5/30/2028	747	741	748	0.21	%
Motion & Control Enterprises	(4) (6)	First Lien Term Loan	S+ 5.50%	11.03	%	6/1/2028	1,600	1,581	1,581	0.45	%
Motion & Control Enterprises (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.50%	11.03	%	6/1/2028	4,400	2,691	2,643	0.74	%
Ovation Holdings, Inc.	(4) (6)	First Lien Term Loan	S+ 6.25%	11.78	%	2/3/2029	2,973	2,914	2,941	0.83	%
Ovation Holdings, Inc. (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.25%	11.78	%	2/3/2029	703	568	568	0.16	%
RTH Buyer LLC (dba Rhino Tool House)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.97	%	4/4/2029	2,673	2,623	2,651	0.75	%
RTH Buyer LLC (dba Rhino Tool House) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.25%	11.97	%	4/4/2029	626	317	315	0.09	%
Total Capital Equipment								21,670	21,704	6.12	%
Chemicals, Plastics, & Rubber
Chroma Color Corporation (dba Chroma Color)	(4) (6)	First Lien Term Loan	S+ 6.00%	11.41	%	4/21/2029	1,744	1,712	1,712	0.49	%
Chroma Color Corporation (dba Chroma Color) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.41	%	4/21/2029	381	(3)	(7)	—	%
INEOS US Finance LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.75%	9.21	%	11/8/2027	497	497	500	0.14	%
INEOS US Petrochem LLC	(6) (12)(13)	First Lien Term Loan	S+ 4.25%	9.71	%	4/3/2029	874	874	869	0.24	%
Kraton Polymers LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.25%	8.90	%	3/15/2029	497	491	488	0.14	%
Nouryon Finance B.V.	(6) (12)(13)	First Lien Term Loan	S+ 4.00%	9.35	%	4/3/2028	747	744	751	0.21	%
Spartech	(4) (6) (7)	First Lien Term Loan	S+ 4.75%	10.16	%	5/6/2028	3,930	3,930	3,166	0.89	%
SupplyOne, Inc.	(4)	Subordinated Debt	N/A	10.00% (Cash) 1.50% (PIK)		2/1/2025	10,227	10,227	10,227	2.88	%
Tronox Finance LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.50%	8.85	%	8/16/2028	1,000	996	1,001	0.28	%
Total Chemicals, Plastics, & Rubber								19,468	18,707	5.27	%
Construction & Building
Gannett Fleming	(4) (6)	First Lien Term Loan	S+ 6.60%	11.95	%	12/20/2028	1,980	1,946	1,982	0.55	%
Hyphen Solutions, LLC	(4) (6) (7)	First Lien Term Loan	S+ 5.50%	10.98	%	10/27/2026	6,877	6,839	6,752	1.90	%
MEI Rigging & Crating	(4) (6)	First Lien Term Loan	S+ 6.50%	11.86	%	6/30/2029	3,158	3,097	3,130	0.88	%
MEI Rigging & Crating (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.50%	11.86	%	6/30/2029	501	(2)	(4)	—	%
Quikrete Holdings, Inc.	(6) (12)	First Lien Term Loan	S+ 2.75%	8.22	%	3/19/2029	996	998	1,000	0.28	%
SPI LLC	(4) (6) (7)	First Lien Term Loan	S+ 5.00%	10.46	%	12/21/2027	6,878	6,800	6,878	1.94	%

The accompanying notes are an integral part of these consolidated financial statements.

27

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Summit Materials, LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.57	%	12/14/2027	996	1,002	999	0.28	%
Vertex Service Partners	(4) (6)	First Lien Term Loan	S+ 5.50%	10.90	%	11/8/2030	1,230	1,212	1,212	0.34	%
Vertex Service Partners (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.50%	10.90	%	11/8/2030	2,369	586	558	0.16	%
WSB Engineering Holdings Inc.	(4) (6)	First Lien Term Loan	S+ 6.00%	11.39	%	8/31/2029	1,639	1,616	1,616	0.46	%
WSB Engineering Holdings Inc. (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.39	%	8/31/2029	1,096	(8)	(16)	—	%
Total Construction & Building								24,086	24,107	6.79	%
Consumer Goods: Durable
Copeland (Emerson Climate Technologies)	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.36	%	5/31/2030	1,247	1,250	1,253	0.35	%
Freedom U.S. Acquisition Corporation	(4) (6)	First Lien Term Loan	S+ 5.75%	11.25	%	9/30/2024	6,980	6,980	6,935	1.96	%
NMC Skincare Intermediate Holdings II, LLC	(4) (6) (7)	First Lien Term Loan	S+ 6.00%	10.44% (Cash) 1.00% (PIK)		10/31/2026	6,630	6,586	6,294	1.77	%
SRAM LLC	(6) (12)	First Lien Term Loan	S+ 2.75%	6.00	%	5/18/2028	750	751	750	0.21	%
Topgolf Callaway Brands Corp	(6) (12)(13)	First Lien Term Loan	S+ 3.50%	8.96	%	3/15/2030	497	499	498	0.14	%
Xpressmyself.com LLC (a/k/a SmartSign)	(4) (6)	First Lien Term Loan	S+ 5.75%	11.22	%	9/7/2028	1,531	1,503	1,518	0.43	%
Xpressmyself.com LLC (a/k/a SmartSign)	(4) (6)	First Lien Term Loan	S+ 5.50%	10.98	%	9/7/2028	2,024	2,008	1,989	0.56	%
Total Consumer Goods: Durable								19,577	19,237	5.42	%
Consumer Goods: Non-Durable
Accupac, Inc.	(4) (6) (7)	First Lien Term Loan	S+ 6.00%	11.52	%	1/17/2026	6,875	6,859	6,625	1.87	%
Elevation Labs	(4) (6)	First Lien Term Loan	S+ 5.75%	11.23	%	6/30/2028	1,302	1,292	1,215	0.34	%
Elevation Labs (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.75%	11.23	%	6/30/2028	599	(2)	(40)	(0.01)	%
Image International Intermediate Holdco II, LLC (Incremental)	(4) (6) (7)	First Lien Term Loan	S+ 5.50%	11.03	%	7/10/2024	6,992	6,967	6,882	1.94	%
Perrigo Company plc	(6) (12)(13)	First Lien Term Loan	S+ 2.25%	7.71	%	4/20/2029	999	998	999	0.28	%
Protective Industrial Products (“PIP”)	(4) (6) (7)	First Lien Term Loan	S+ 5.00%	10.47	%	12/29/2027	1,343	1,294	1,356	0.38	%
Revision Buyer LLC	(4)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		12/1/2028	10,176	10,013	10,176	2.87	%
Ultima Health Holdings, LLC	(4)	Subordinated Debt	N/A	11.00% (Cash) 1.50% (PIK)		3/12/2029	1,326	1,304	1,303	0.37	%
US Foods, Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.97	%	11/22/2028	1,250	1,254	1,257	0.35	%
Total Consumer Goods: Non-Durable								29,979	29,773	8.39	%
Containers, Packaging & Glass
New ILC Dover, Inc.	(4) (6) (7)	First Lien Term Loan	S+ 5.25%	10.70	%	1/31/2026	6,875	6,868	6,875	1.95	%
Oliver Packaging	(4)	Subordinated Debt	N/A	10.00% (Cash) 1.00% (PIK)		1/6/2029	1,326	1,305	1,255	0.35	%
Online Labels Group	(4) (6)	First Lien Term Loan	S+ 5.25%	10.61	%	12/19/2029	979	969	969	0.27	%
Online Labels Group (Delayed Draw)	(4) (11)	First Lien Term Loan	S+ 5.25%	10.61	%	12/19/2029	119	—	(1)	—	%
Online Labels Group (Delayed Draw)	(4) (11)	First Lien Term Loan	S+ 5.25%	10.61	%	12/19/2029	119	—	(1)	—	%
PG Buyer, LLC	(4) (6)	Subordinated Debt	N/A	10.00% (Cash) 1.50% (PIK)		9/2/2026	8,215	8,215	8,215	2.32	%

The accompanying notes are an integral part of these consolidated financial statements.

28

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Total Containers, Packaging & Glass								17,357	17,312	4.89	%
Energy: Electricity
Covanta Holding Corp	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.86	%	11/30/2028	53	53	53	0.01	%
Covanta Holding Corp	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.86	%	11/30/2028	694	692	695	0.20	%
National Power	(4) (6)	First Lien Term Loan	S+ 6.00%	11.36	%	10/20/2029	1,485	1,463	1,464	0.41	%
National Power (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.36	%	10/20/2029	799	(2)	(11)	—	%
Total Energy: Electricity								2,206	2,201	0.62	%
Energy: Oil & Gas
Dresser Utility Solutions, LLC	(4) (6)	First Lien Term Loan	S+ 5.25%	10.71	%	9/30/2025	3,438	3,438	3,438	0.97	%
Dresser Utility Solutions, LLC (Incremental)	(4) (6)	First Lien Term Loan	S+ 4.00%	9.46	%	10/1/2025	3,437	3,408	3,402	0.96	%
Marco APE Opco Holdings, LLC	(4)	Subordinated Debt	N/A	15.00% (PIK)		9/2/2026	9,888	9,467	8,927	2.51	%
Total Energy: Oil & Gas								16,313	15,767	4.44	%
Environmental Industries
GFL Environmental	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.91	%	5/31/2027	1,247	1,251	1,253	0.35	%
Impact Environmental Group	(4) (6)	First Lien Term Loan	S+ 6.00%	11.28	%	3/23/2029	2,076	2,037	2,059	0.58	%
Impact Environmental Group (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.28	%	3/23/2029	970	849	845	0.24	%
Impact Environmental Group (Incremental)	(4) (6)	First Lien Term Loan	S+ 6.00%	11.28	%	3/23/2029	425	418	422	0.12	%
Impact Environmental Group (Delayed Draw) (Incremental)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.28	%	3/23/2029	1,716	(8)	(14)	—	%
North Haven Stack Buyer, LLC	(4) (6) (7)	First Lien Term Loan	S+ 5.50%	11.03	%	7/16/2027	6,877	6,853	6,871	1.93	%
Nutrition 101 Buyer LLC (a/k/a 101, Inc.)	(4) (6)	First Lien Term Loan	S+ 5.25%	10.73	%	8/31/2028	816	810	800	0.23	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.65	%	7/1/2029	3,420	3,370	3,371	0.95	%
Orion Group FM Holdings, LLC (dba Leo Facilities Maintenance) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.25%	11.65	%	7/1/2029	2,571	(6)	(37)	(0.01)	%
Total Environmental Industries								15,574	15,570	4.39	%
Healthcare & Pharmaceuticals
Grifols Worldwide Operations LTD	(6) (10)(12)(13)	First Lien Term Loan	S+ 2.00%	7.54	%	11/15/2027	499	495	499	0.14	%
Health Management Associates	(4) (6)	First Lien Term Loan	S+ 6.50%	11.73	%	3/31/2029	3,364	3,302	3,334	0.94	%
Health Management Associates (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.50%	11.73	%	3/31/2029	607	180	186	0.05	%
Heartland Veterinary Partners LLC (Incremental)	(4)	Subordinated Debt	S+ 7.50%	12.96	%	12/10/2027	1,000	985	987	0.28	%

The accompanying notes are an integral part of these consolidated financial statements.

29

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value		% of Net Assets (5)
Heartland Veterinary Partners LLC (Incremental) (Delayed Draw)	(4)	Subordinated Debt	S+ 7.50%	12.96	%	12/10/2027	5,000	5,000	4,936		1.39	%
Jazz Pharmaceuticals plc	(6) (10)(12)(13)	First Lien Term Loan	S+ 3.50%	8.97	%	5/5/2028	1,244	1,246	1,251		0.35	%
New You Bariatric Group, LLC	(4) (6)	First Lien Term Loan	S+ 5.25%	10.75	%	8/26/2024	6,874	6,874	6,491		1.83	%
Organon & Co	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.47	%	6/2/2028	1,250	1,255	1,255		0.35	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners)	(4) (6)	First Lien Term Loan	S+ 5.75%	11.21	%	10/7/2029	2,242	2,199	2,215		0.62	%
SCP Eye Care Holdco, LLC (DBA EyeSouth Partners) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.75%	11.21	%	10/7/2029	733	467	459		0.13	%
Select Medical Corporation	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.36	%	3/6/2027	1,245	1,248	1,248		0.35	%
Thorne HealthTech	(4) (6)	First Lien Term Loan	S+ 5.75%	11.10	%	10/16/2030	2,788	2,761	2,763		0.78	%
TIDI Products	(4) (6) (7)	First Lien Term Loan	S+ 5.50%	10.86	%	12/19/2029	4,566	4,521	4,520		1.27	%
TIDI Products (Delayed Draw)	(4) (7) (11)	First Lien Term Loan	S+ 5.50%	10.86	%	12/19/2029	1,201	—	(12)		—	%
US Radiology Specialists, Inc.	(4) (6) (7)	First Lien Term Loan	S+ 5.25%	10.75	%	12/15/2027	1,863	1,793	1,851		0.52	%
W2O Holdings, Inc.(Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 5.25%	10.82	%	6/12/2026	6,877	6,877	6,877		1.94	%
Wellspring Pharmaceutical	(4) (6)	First Lien Term Loan	S+ 5.75%	11.03	%	8/22/2028	4,054	3,988	3,958		1.12	%
Wellspring Pharmaceutical (Delayed Draw)	(4)	First Lien Term Loan	S+ 5.75%	11.03	%	8/22/2028	1,885	1,873	1,841		0.52	%
Young Innovations	(4) (6) (7)	First Lien Term Loan	S+ 5.75%	11.09	%	12/1/2029	6,867	6,799	6,801		1.92	%
Young Innovations (Delayed Draw)	(4) (7) (11)	First Lien Term Loan	S+ 5.75%	11.09	%	12/1/2029	1,431	—	(14)		—	%
Total Healthcare & Pharmaceuticals								51,863	51,446	0	14.50	%
High Tech Industries
Acclaim MidCo, LLC (dba ClaimLogiQ)	(4) (6)	First Lien Term Loan	S+ 6.00%	11.35	%	6/13/2029	2,216	2,174	2,196		0.62	%
Acclaim MidCo, LLC (dba ClaimLogiQ) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.35	%	6/13/2029	891	(4)	(8)		—	%
Evergreen Services Group II	(4) (6) (7)	First Lien Term Loan	S+ 6.00%	11.35	%	10/4/2030	3,323	3,274	3,276		0.92	%
Evergreen Services Group II (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.00%	11.35	%	10/4/2030	2,677	1,747	1,716		0.48	%
GTCR W Merger Sub LLC (Worldpay)	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.33	%	1/31/2031	340	338	342		0.10	%
II-VI Inc.	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.22	%	7/2/2029	726	728	730		0.21	%
Infinite Electronics (Incremental)	(4) (6) (7)	First Lien Term Loan	S+ 6.25%	11.88	%	3/2/2028	1,967	1,917	1,901		0.54	%
Infobase Acquisition, Inc.	(4) (6)	First Lien Term Loan	S+ 5.50%	10.93	%	6/14/2028	731	725	725		0.20	%
Infobase Acquisition, Inc. (Delayed Draw)	(4) (11)	First Lien Term Loan	S+ 5.50%	10.93	%	6/14/2028	122	—	(1)		—	%
Informatica LLC	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.22	%	10/27/2028	1,245	1,250	1,249		0.35	%
Instructure Holdings Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.68	%	10/30/2028	996	999	1,002		0.28	%
ITSavvy LLC	(4) (6)	First Lien Term Loan	S+ 5.25%	10.89	%	8/8/2028	1,775	1,761	1,775		0.50	%
ITSavvy LLC (Delayed Draw)	(4) (11)	First Lien Term Loan	S+ 5.25%	10.89	%	8/8/2028	239	201	203		0.06	%
MKS Instruments Inc.	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.84	%	8/17/2029	996	998	1,000		0.28	%
Red Ventures LLC	(6) (12)	First Lien Term Loan	S+ 3.00%	8.36	%	3/3/2030	872	870	871		0.25	%

The accompanying notes are an integral part of these consolidated financial statements.

30

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Specialist Resources Global Inc. (Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 4.50%	10.46	%	9/23/2027	6,876	6,876	6,876	1.94	%
UPC Finance Partnership	(6) (10)(12)(13)	First Lien Term Loan	S+ 3.00%	8.48	%	1/31/2029	500	489	499	0.14	%
Total High Tech Industries								24,343	24,352	6.87	%
Hotel, Gaming & Leisure
Cinemark USA Inc.	(6) (12)(13)	First Lien Term Loan	S+ 3.75%	9.14	%	5/24/2030	996	997	998	0.28	%
Delta 2	(6) (10)(12)(13)	First Lien Term Loan	S+ 2.25%	7.60	%	1/15/2030	1,250	1,255	1,255	0.35	%
Total Hotel, Gaming & Leisure								2,252	2,253	0.63	%
Media: Advertising, Printing & Publishing
Getty Images Inc	(6) (12)	First Lien Term Loan	S+ 4.50%	9.95	%	2/19/2026	496	498	499	0.14	%
Viking Target, LLC	(4) (6)	First Lien Term Loan	S+ 5.00%	10.47	%	8/9/2024	6,360	6,346	6,334	1.79	%
Total Media: Advertising, Printing & Publishing								6,844	6,833	1.93	%
Media: Broadcasting & Subscription
DIRECTV (AKA DIRECTV Financing LLC)	(6) (12)(13)	First Lien Term Loan	S+ 5.00%	10.65	%	8/2/2027	379	375	379	0.11	%
Gray Television, Inc.	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.96	%	1/2/2026	500	498	500	0.14	%
Nexstar Media Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.97	%	9/18/2026	1,000	1,001	1,002	0.28	%
Virgin Media Bristol LLC	(6) (10)(12)(13)	First Lien Term Loan	S+ 3.25%	8.73	%	1/31/2029	1,250	1,230	1,250	0.35	%
WideOpenWest Finance LLC	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.35	%	12/20/2028	497	493	462	0.13	%
Ziggo Financing Partnership	(6) (10)(12)(13)	First Lien Term Loan	S+ 2.50%	7.98	%	4/30/2028	500	490	499	0.14	%
Total Media: Media: Broadcasting & Subscription								4,087	4,092	1.15	%
Metals and Mining
Arsenal AIC Parent LLC	(6) (12)	First Lien Term Loan	S+ 4.50%	9.86	%	8/18/2030	499	501	502	0.14	%
Total Metals and Mining								501	502	0.14	%
Services: Business
ALKU Intermediate Holdings, LLC	(4) (6)	First Lien Term Loan	S+ 6.25%	11.61	%	5/23/2029	2,711	2,660	2,688	0.75	%
Aramsco	(4) (6) (7)	First Lien Term Loan	S+ 4.75%	10.10	%	10/10/2030	2,980	2,921	2,923	0.82	%
Aramsco (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 4.75%	10.10	%	10/10/2030	520	—	(10)	—	%
ARMstrong	(4) (6)	First Lien Term Loan	S+ 6.25%	11.70	%	10/6/2029	2,996	2,953	2,954	0.83	%
ARMstrong (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.25%	11.70	%	10/6/2029	1,007	(7)	(14)	—	%
BroadcastMed Holdco, LLC	(4)	Subordinated Debt	N/A	10.00% (Cash) 3.75% (PIK)		11/12/2027	2,673	2,627	2,587	0.73	%

The accompanying notes are an integral part of these consolidated financial statements.

31

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
Class Valuation	(4)	Subordinated Debt	N/A	11.00	%	9/30/2026	444	438	412	0.12	%
Colibri (McKissock LLC)	(4) (6) (7)	First Lien Term Loan	S+ 5.00%	10.38	%	3/12/2029	6,000	5,853	6,007	1.69	%
CrossCountry Consulting	(4) (6) (7)	First Lien Term Loan	S+ 5.75%	11.21	%	6/1/2029	1,379	1,356	1,387	0.39	%
CrossCountry Consulting (Delayed Draw)	(4) (7) (11)	First Lien Term Loan	S+ 5.75%	11.21	%	6/1/2029	560	(5)	3	—	%
CV Intermediate Holdco Corp.	(4)	Subordinated Debt	N/A	11.00	%	9/30/2026	10,000	9,882	9,278	2.61	%
Evergreen Services Group	(4) (6) (7)	First Lien Term Loan	S+ 6.25%	11.70	%	6/15/2029	4,027	3,959	3,948	1.11	%
Evergreen Services Group (Delayed Draw)	(4) (6) (7)	First Lien Term Loan	S+ 6.25%	11.70	%	6/15/2029	963	955	945	0.27	%
ICON Publishing Ltd	(6) (10)(12)(13)	First Lien Term Loan	S+ 2.25%	7.86	%	7/3/2028	342	343	344	0.10	%
ICON Publishing Ltd	(6) (12)	First Lien Term Loan	S+ 2.25%	7.86	%	7/3/2028	85	86	86	0.02	%
Ingram Micro T/L (09/23) TARGET FACILITY	(6) (12)(13)	First Lien Term Loan	S+ 3.00%	8.61	%	6/30/2028	875	876	879	0.25	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC)	(4) (6) (7)	First Lien Term Loan	S+ 6.25%	11.60	%	8/1/2029	2,431	2,395	2,396	0.68	%
Keng Acquisition, Inc. (Engage Group Holdings, LLC) (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.25%	11.60	%	8/1/2029	2,342	296	268	0.08	%
Kofile, Inc.	(4)	Subordinated Debt	N/A	10.00% (Cash) 1.75% (PIK)		7/29/2026	10,308	10,308	9,720	2.74	%
KRIV Acquisition, Inc	(4) (6)	First Lien Term Loan	S+ 6.50%	11.85	%	7/6/2029	5,221	5,081	5,070	1.43	%
KRIV Acquisition, Inc (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.50%	11.85	%	7/6/2029	779	(9)	(23)	(0.01)	%
Micronics	(4)	Subordinated Debt	S+ 5.25%	10.00	%	2/17/2027	1,880	1,842	1,843	0.52	%
OMNIA Partners, LLC (Delayed Draw)	(6) (7) (11)(12)	First Lien Term Loan	S+ 4.25%	9.63	%	7/25/2030	129	(1)	1	—	%
OMNIA Partners, LLC	(6) (7) (12)	First Lien Term Loan	S+ 4.25%	9.63	%	7/25/2030	1,371	1,358	1,381	0.39	%
Open Text Corp	(6) (10)(12)(13)	First Lien Term Loan	S+ 2.75%	8.21	%	1/31/2030	1,219	1,220	1,223	0.34	%
Phaidon International	(4) (6) (10)(13)	First Lien Term Loan	S+ 5.50%	10.96	%	8/22/2029	6,538	6,483	6,538	1.84	%
Red Dawn SEI Buyer, Inc.	(4)	Subordinated Debt	S+ 8.25%	13.60	%	11/26/2026	6,650	6,650	6,650	1.87	%
Red Dawn SEI Buyer, Inc. (Incremental)	(4)	Subordinated Debt	S+ 8.50%	13.95	%	11/26/2026	3,350	3,350	3,350	0.94	%
Tempo Acquisition LLC	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.11	%	8/31/2028	1,223	1,225	1,230	0.35	%
Transit Buyer LLC (dba“Propark”)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.69	%	1/31/2029	2,526	2,482	2,518	0.71	%
Transit Buyer LLC (dba“Propark”) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.25%	11.69	%	1/31/2029	1,157	472	488	0.14	%
Trilon Group, LLC	(4) (6)	First Lien Term Loan	S+ 6.25%	11.78	%	5/27/2029	596	592	588	0.17	%
Trilon Group, LLC	(4) (6)	First Lien Term Loan	S+ 6.25%	11.75	%	5/27/2029	2,963	2,938	2,925	0.82	%
Trilon Group, LLC (Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.78	%	5/27/2029	2,970	2,970	2,932	0.83	%
Trilon Group, LLC (Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.78	%	5/27/2029	397	397	392	0.11	%
Total Services: Business								84,946	83,907	23.64	%
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(4) (6) (7)	First Lien Term Loan	S+ 6.00%	11.68	%	8/16/2028	4,941	4,904	4,618	1.30	%

The accompanying notes are an integral part of these consolidated financial statements.

32

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost	Fair Value	% of Net Assets (5)
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.00%	11.68	%	8/16/2028	920	—	(60)	(0.02)	%
ADPD Holdings, LLC (a/k/a NearU) (Delayed Draw)	(4) (6) (7) (11)	First Lien Term Loan	S+ 6.00%	11.68	%	8/16/2028	1,000	—	(65)	(0.02)	%
A Place for Mom, Inc.	(4) (6)	First Lien Term Loan	S+ 4.50%	9.97	%	2/10/2026	6,851	6,851	6,764	1.90	%
COP Exterminators Acquisition, Inc.	(4)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	647	630	630	0.18	%
COP Exterminators Acquisition, Inc. (Delayed Draw)	(4) (11)	Subordinated Debt	N/A	9.00% (Cash) 4.00% (PIK)		1/28/2030	503	(6)	(13)	—	%
Excel Fitness	(4) (6)	First Lien Term Loan	S+ 5.25%	10.75	%	4/29/2029	5,925	5,867	5,769	1.63	%
Norton Lifelock Inc.	(6) (12)(13)	First Lien Term Loan	S+ 2.00%	7.46	%	9/12/2029	467	467	468	0.13	%
Legacy Service Partners, LLC (“LSP”)	(4) (6)	First Lien Term Loan	S+ 6.50%	12.00	%	1/9/2029	4,065	3,993	4,122	1.16	%
Legacy Service Partners, LLC (“LSP”) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.50%	12.00	%	1/9/2029	1,894	1,579	1,615	0.46	%
Perennial Services, Group, LLC	(4) (6)	First Lien Term Loan	S+ 6.00%	11.49	%	9/8/2029	1,693	1,669	1,668	0.47	%
Perennial Services, Group, LLC (Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 6.00%	11.49	%	9/8/2029	1,515	1,512	1,493	0.42	%
Prime Security Services	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.84	%	10/14/2030	735	728	738	0.21	%
Total Services: Consumer								28,194	27,747	7.82	%
Sovereign & Public Finance
LMI Consulting, LLC (LMI)	(4) (6)	First Lien Term Loan	S+ 6.50%	11.90	%	7/18/2028	734	722	737	0.21	%
LMI Consulting, LLC (LMI) (Incremental)	(4) (6)	First Lien Term Loan	S+ 6.50%	11.89	%	7/18/2028	2,955	2,874	2,968	0.83	%
Total Sovereign & Public Finance								3,596	3,705	1.04	%
Telecommunications
Arise Holdings Inc.	(4) (6)	First Lien Term Loan	S+ 4.25%	9.73	%	12/9/2025	6,875	6,840	6,452	1.83	%
Iridium Satellite LLC	(6) (12)(13)	First Lien Term Loan	S+ 2.50%	7.86	%	9/20/2030	1,000	1,002	1,004	0.28	%
Mobile Communications America Inc	(4) (6)	First Lien Term Loan	S+ 6.00%	11.35	%	10/16/2029	4,537	4,470	4,472	1.26	%
Mobile Communications America Inc (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.35	%	10/16/2029	1,463	(11)	(21)	(0.01)	%
Total Telecommunications								12,301	11,907	3.36	%
Transportation: Cargo
FSK Pallet Holding Corp. (DBA Kamps Pallets)	(4) (6)	First Lien Term Loan	S+ 6.00%	11.53	%	12/23/2026	5,925	5,835	5,770	1.62	%
Kenco Group, Inc.	(4) (6)	First Lien Term Loan	S+ 5.00%	10.39	%	11/15/2029	5,099	5,010	5,099	1.44	%
Kenco Group, Inc. (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.00%	10.39	%	11/15/2029	850	(14)	—	—	%
Uber Technologies Inc	(6) (12)(13)	First Lien Term Loan	S+ 2.75%	8.13	%	3/3/2030	995	997	998	0.28	%
Total Transportation: Cargo								11,828	11,867	3.34	%

The accompanying notes are an integral part of these consolidated financial statements.

33

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Spread Above Reference Rate (3)	Interest Rate (3)		Maturity Date	Par Amount / Unit	Cost		Fair Value		% of Net Assets (5)
Transportation: Consumer
Air Canada	(6) (12)(13)	First Lien Term Loan	S+ 3.50%	9.14	%	8/11/2028	996	999		1,001		0.28	%
American Student Transportaton Partners, Inc	(4)	Subordinated Debt	N/A	10.00% (Cash) 3.50% (PIK)		9/11/2029	1,606	1,564		1,564		0.44	%
United Airlines Inc	(6) (12)(13)	First Lien Term Loan	S+ 3.75%	9.22	%	4/21/2028	1,245	1,250		1,251		0.36	%
Total Transportation: Consumer								3,813		3,816		1.08	%
Utilities: Electric
Pinnacle Supply Partners, LLC	(4) (6)	First Lien Term Loan	S+ 6.00%	11.47	%	4/3/2030	2,533	2,486		2,515		0.71	%
Pinnacle Supply Partners, LLC (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.00%	11.47	%	4/3/2030	1,455	(12)		(10)		—	%
Total Utilities: Electric								2,474		2,505		0.71	%
Wholesale
CDI AcquisitionCo, Inc.	(4) (6)	First Lien Term Loan	S+ 4.25%	9.55	%	12/24/2024	6,684	6,672		6,679		1.88	%
Industrial Service Group (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 5.75%	11.11	%	12/7/2028	2,259	238		213		0.06	%
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS)	(4) (6)	First Lien Term Loan	S+ 6.50%	12.03	%	1/20/2029	4,583	4,504		4,590		1.29	%
INS Intermediate II, LLC (Ergotech Controls, Inc. – d/b/a INS) (Delayed Draw)	(4) (6) (11)	First Lien Term Loan	S+ 6.50%	12.03	%	1/20/2029	1,139	(19)		2		—	%
ISG Merger Sub, LLC (dba Industrial Service Group)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.60	%	12/7/2028	2,454	2,411		2,470		0.70	%
ISG Merger Sub, LLC (dba Industrial Service Group) (Delayed Draw)	(4) (6)	First Lien Term Loan	S+ 6.25%	11.60	%	12/7/2028	1,277	1,272		1,286		0.36	%
New Era Technology, Inc	(4) (6) (7)	First Lien Term Loan	S+ 6.25%	11.78	%	10/31/2026	6,723	6,703		6,512		1.84	%
Solaray, LLC	(4) (6) (7)	First Lien Term Loan	S+ 6.50%	11.97	%	12/15/2025	6,889	6,886		6,399		1.80	%
Total Wholesale								28,667		28,151		7.93	%
Total Debt Investments								$	506,746	$	501,812	141.42	%

The accompanying notes are an integral part of these consolidated financial statements.

34

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share/Unit	Cost		Fair Value		% of Net Assets (5)
Equity Investments
Aerospace & Defense
BPC Kodiak LLC (Turbine Engine Specialist, Inc)	(4) (8) (9) (14)	Class A-1 Units	9/1/2023	1,180,000	$	1,180	$	1,245	0.35	%
Clarity Innovations, Inc.	(4) (8) (9)	Partnership Interests	12/7/2023	77,000	76		77		0.02	%
Total Aerospace & Defense					1,256		1,322		0.37	%
Banking, Finance, Insurance, Real Estate
Inszone	(4) (8) (9)(13)	Partnership Interests	11/30/2023	80,208	77		80		0.02	%
Total Banking, Finance, Insurance, Real Estate					77		80		0.02	%
Beverage, Food & Tobacco
Fresh Edge - Common	(4) (8) (9)	Class B Common Units	10/3/2022	454	—		67		0.02	%
Fresh Edge - Preferred	(4) (8) (9)	Class A Preferred Units	10/3/2022	454	454		507		0.14	%
Marlin Coinvest LP	(4) (8) (9)(13)	Limited Partnership Interests	5/9/2023	200,000	200		236		0.07	%
Sugar PPC Holdings LLC	(4) (8) (9)(13)	Parent Units	9/29/2023	2,000	200		200		0.06	%
Spice World	(4) (8) (9)	LLC Common Units	3/31/2022	1,000	126		115		0.03	%
Tech24	(4) (8) (9)	Company Unit	10/5/2023	200	200		200		0.06	%
Total Beverage, Food & Tobacco					1,180		1,325		0.38	%
Capital Equipment
EFC Holdings, LLC	(4) (8) (9)(13)	Series A Preferred Units	3/1/2023	114	114		121		0.03	%
EFC Holdings, LLC	(4) (8) (9)(13)	Class A Common Units	3/1/2023	114	46		87		0.02	%
Total Capital Equipment					160		208		0.05	%

The accompanying notes are an integral part of these consolidated financial statements.

35

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share/Unit	Cost	Fair Value	% of Net Assets (5)
Chemicals, Plastics & Rubber
SupplyOne, Inc.	(4) (8) (9)	LLC Common Units	3/31/2022	1,000	504	759	0.21	%
Total Chemicals, Plastics & Rubber					504	759	0.21	%
Construction & Building
Gannett Fleming	(4) (8) (9) (14)	Limited Partnership Interests	12/20/2022	84,949	85	124	0.03	%
Gannett Fleming	(4) (8) (9)	Series F Units	5/27/2023	113,901	118	166	0.05	%
Trench Plate Rental Co.	(4) (8) (9)	Common Equity	3/31/2022	1,000	127	97	0.03	%
Total Construction & Building					330	387	0.11	%
Consumer Goods: Non-Durable
RVGD Aggregator LP (Revision Skincare)	(4) (8) (9)	Limited Partnership Interests	3/31/2022	100	98	108	0.03	%
Ultima Health Holdings, LLC	(4) (8) (9)	Preferred Units	9/12/2022	11	130	121	0.03	%
WCI Holdings LLC	(4) (8) (9)(13)	Class A1 Units	2/6/2023	534,934	535	581	0.16	%
Total Consumer Goods: Non-Durable					763	810	0.22	%
Containers, Packaging & Glass
Oliver Packaging	(4) (8) (9)	Class A Common Units	7/12/2022	6,710	671	420	0.12	%
PG Aggregator, LLC	(4) (8) (9)(13)	LLC Units	3/31/2022	100	109	135	0.04	%
Total Containers, Packaging & Glass					780	555	0.16	%
Healthcare & Pharmaceuticals
Health Management Associates	(4) (8) (9)	Class A Common Units	3/31/2023	161,953	162	173	0.05	%
Total Healthcare & Pharmaceuticals					162	173	0.05	%
High Tech Industries
ITSavvy LLC	(4) (8) (9)	Class A Common Units	8/8/2022	119	119	285	0.08	%
Total High Tech Industries					119	285	0.08	%
Services: Business
BroadcastMed Holdco, LLC	(4) (8)	Series A-3 Preferred Units	10/4/2022	43,679	655	682	0.19	%
Class Valuation	(4) (8) (9)	Class A Common Units	12/8/2023	1,038	105	34	0.01	%
FCP-Cranium Holdings P/S A	(4) (8) (9)(10)(13)	Class A Common Shares	9/11/2023	375	—	—	—	%
FCP-Cranium Holdings, LLC (Brain labs)	(4) (8) (9)(10)(13)	Series A Preferred Shares	9/11/2023	1,026	389	407	0.11	%

The accompanying notes are an integral part of these consolidated financial statements.

36

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Footnotes	Investment	Acquisition Date	Share/Unit	Cost	Fair Value	% of Net Assets (5)
FCP-Cranium Holdings, LLC (Brain labs)	(4) (8) (9)(10)(13)	Series B Preferred Shares	9/11/2023	375	600	600	0.17	%
Kofile, Inc.	(4) (8) (9)	Class A-2 Common Units	3/31/2022	100	108	57	0.02	%
KRIV Acquisition, Inc	(4) (8) (9)	Class A Units	7/17/2023	200	200	236	0.07	%
Smith System	(4) (8) (9)	Common Units	12/13/2023	84,000	84	84	0.03	%
Worldwide Clinical Trials	(4) (8) (9)	Class A Interests	12/12/2023	7	74	74	0.02	%
Worldwide Clinical Trials	(4) (8) (9)	Series A Preferred	12/12/2023	49	47	49	0.01	%
Total Services: Business					2,262	2,223	0.63	%
Services: Consumer
ADPD Holdings, LLC (a/k/a NearU)	(4) (7) (8) (9)	Limited Partnership Interests	8/11/2022	1,419	142	91	0.03	%
AirX Climate Solutions Company	(4) (8) (9)	Partnership Interests	11/7/2023	96	77	96	0.03	%
COP Exterminators Investment, LLC	(4) (8) (9)	Class A Units	7/31/2023	770,000	862	898	0.25	%
Legacy Service Partners, LLC (“LSP”)	(4) (8) (9)	Class B Units	1/9/2023	1,963	196	217	0.06	%
Perennial Services Investors LLC	(4) (8) (9)(13)	Class A Units	9/8/2023	1,957	196	271	0.08	%
Total Services: Consumer					1,473	1,573	0.45	%
Sovereign & Public Finance
LMI Renaissance	(4) (8) (9)	Limited Partnership Interests	6/30/2022	109,456	107	237	0.07	%
Total Sovereign & Public Finance					107	237	0.07	%
Transportation: Consumer
ASTP Holdings Co-Investment LP	(4) (8) (9)	Limited Partnership Interest	6/30/2022	160,609	137	175	0.05	%
Total Transportation: Consumer					137	175	0.05	%
Utilities: Electric
Pinnacle Supply Partners, LLC	(4) (8) (9)	Subject Partnership Units	4/3/2023	111,875	112	112	0.03	%
Total Utilities: Electric					112	112	0.03	%
Total Equity Investments					9,422	10,224	2.88	%

The accompanying notes are an integral part of these consolidated financial statements.

37

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2023

(dollar amounts in thousands, including share data)

Portfolio Company (1) (2)	Interest Rate	Par Amount/Unit	Cost			Fair Value			% of Net Assets (5)
Cash Equivalents
First American Government Obligations Fund	5.26%	15	15			15			—	%
U.S. Bank National Association Money Market Deposit Account	4.72%	1,989	1,989			1,989			0.56	%
U.S. Bank National Association Money Market Deposit Account	2.05%	5,586	5,586			5,586			1.57	%
Total Cash Equivalents			7,590			7,590			2.13	%
Total Investments			$	523,758	—	$	519,626	0	146.43	%

____________________

(1)All investments are non-controlled/non-affiliated investments as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act classifies investments based on the level of control that the Fund maintains in a particular portfolio company. As defined in the 1940 Act, a portfolio company is generally presumed to be “non-controlled” when the Fund owns 25% or less of the portfolio company’s voting securities and “controlled” when the Fund owns more than 25% of the portfolio company’s voting securities. The 1940 Act also classifies investments further based on the level of ownership that the Fund maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as “non-affiliated” when the Fund owns less than 5% of a portfolio company’s voting securities and “affiliated” when the Fund owns 5% or more of a portfolio company’s voting securities.

(2)Unless otherwise indicated, issuers of debt and equity held by the Fund are domiciled in the United States.

(3)The majority of the investments bear interest at rates that may be determined by reference to Secured Overnight Financing Rate ("SOFR" or "S"), which reset monthly or quarterly. For each such investment, the Fund has provided the spread over SOFR and the current contractual interest rate in effect at December 31, 2023. As of December 31, 2023, effective rates for 1M S, 3M S, 6M S and 12M S are 5.35%, 5.33%, 5.16% and 4.77%, respectively. Certain investments are subject to a SOFR floor. For fixed rate loans, a spread above a reference rate is not applicable.

(4)Investment valued using unobservable inputs (Level 3). See Note 2 “Significant Accounting Policies - Valuation of Portfolio Investments” for more information.

(5)Percentage is based on net assets of $354,831 as of December 31, 2023.

(6)Denotes that all or a portion of the assets are owned by SPV I (as defined in Note 1 “Organization”). SPV I entered into a senior secured revolving credit facility (the “Bank of America Credit Facility”) on April 19, 2022. The lenders of the Bank of America Credit Facility have a first lien security interest in substantially all of the assets of SPV I. Accordingly, such assets are not available to creditors of the Fund. See Note 6 “Secured Borrowings” for more information.

(7)Investment is a unitranche position.

(8)Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be a “restricted security” under the Securities Act. As of December 31, 2023, the Fund held forty restricted securities with an aggregate fair value of $10,224, or 2.88% of the Fund’s net assets.

(9)Equity investments are non-income producing securities unless otherwise noted.

(10)This portfolio company is not domiciled in the United States. A portfolio company that is not domiciled in the United States is considered a non-qualifying asset under Section 55(a) of the 1940 Act. See Note 3 "Investments" for more information.

(11)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. See Note 7 "Commitments and Contingencies". The investment may be subject to unused commitment fees.

(12)Investments valued using observable inputs (Level 2), if applicable. See Note 2 “Significant Accounting Policies – Valuation of Portfolio Investments” and Note 4 "Fair Value Measurements" for more information.

(13)The investment is considered as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Fund cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Fund's total assets. As of December 31, 2023, total non-qualifying assets at fair value represented 10.16% of the Fund's total assets calculated in accordance with the 1940 Act.

(14)Represents an investment held through an aggregator vehicle organized as a pooled investment vehicle.

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

1. ORGANIZATION

Nuveen Churchill Private Capital Income Fund (“PCAP”, and together with its consolidated subsidiaries, the “Fund”) is a Delaware statutory trust formed on February 8, 2022. PCAP is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Fund’s investment objective is to generate attractive risk-adjusted returns primarily through current income and, secondarily, long-term capital appreciation, by investing in a diversified portfolio of private debt and equity investments in U.S. middle market companies owned by leading private equity firms, which the Fund defines as companies with approximately $10 million to $250 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Fund primarily focuses on investing in U.S. middle market companies with $10 to $100 million in EBITDA, which the Fund considers the core middle market. The Fund primarily invests in first-lien senior secured debt and first-out positions in unitranche loans (collectively “Senior Loan Investments”), as well as junior debt investments, such as second-lien loans, unsecured debt, subordinated debt and last-out positions in unitranche loans (including fixed- and floating-rate instruments and instruments with payment-in-kind income) (“Junior Capital Investments”). Senior Loan Investments and Junior Capital Investments may be originated alongside smaller related common equity positions to the same portfolio companies. The portfolio also will include larger, stand-alone direct equity co-investments in private-equity backed companies that may or may not be originated alongside or separately from Senior Loan Investments and/or Junior Capital Investments to the applicable portfolio company (“Equity Co-Investments”). The Fund targets an investment portfolio consisting, directly or indirectly, of 75% to 90% in Senior Loan Investments, 5% to 25% in Junior Capital Investments and up to 10% in Equity Co-Investments. To support the Fund’s share repurchase program (as discussed further in Note 8), the Fund also will invest 5% to 10% of its assets in cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments (“Liquid Investments”).

Churchill PCIF Advisor LLC (the “Adviser” or “PCIF Adviser”), a wholly owned subsidiary of Churchill Asset Management LLC (“Churchill”), serves as the Fund’s investment adviser. The Adviser is responsible for the overall management of the Fund’s activities and has delegated substantially all of its daily portfolio management obligations to Churchill pursuant to a sub-advisory agreement. Churchill is an indirect subsidiary of Nuveen, LLC (“Nuveen”), the investment management division of TIAA (as defined below). The Adviser and Churchill also have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management”, and together with Churchill, “Sub-Advisers”), acting through its leveraged finance division, to manage certain of its Liquid Investments (as defined below), subject to the pace and amount of investment activity in the middle market investment program, pursuant to a sub-advisory agreement. See Note 5, Related Party Transactions.

The Fund was established by Teachers Insurance and Annuity Association of America (“TIAA”), the ultimate parent of Churchill and Nuveen, and operated as a wholly owned subsidiary of TIAA until the Escrow Break Date (as defined below). On March 30, 2022, TIAA purchased 40 shares of the Fund’s Class I shares at $25.00 per share.

NCPIF SPV I LLC (“SPV I”), NCPIF Equity Holdings LLC (“Equity Holdings”), and NCPCIF SPV II, LLC (“SPV II”) were formed on February 25, 2022, April 1, 2022, and June 6, 2024, respectively. Each of SPV I, Equity Holdings, and SPV II is a wholly owned subsidiary of the Fund and is consolidated in these consolidated financial statements commencing from the date of its formation. SPV I commenced operations on March 31, 2022, upon receipt of the contribution of portfolio investments from TIAA to the Fund (as discussed further in Note 8). Equity Holdings commenced operations on the date of its formation. SPV II has not commenced operations as of June 30, 2024.

The Fund is offering on a continuous basis up to $2.5 billion of any combination of three classes of common shares of beneficial interest (“Common Shares”), Class S shares, Class D shares and Class I shares. On May 17, 2022, the Securities and Exchange Commission (the “SEC”) granted an exemptive order permitting the Fund to offer multiple classes of Common Shares and to impose varying sales loads, asset-based service and/or distribution fees and early withdrawal fees. The share classes have different ongoing shareholder servicing and/or distribution fees. None of the share classes being offered will have early withdrawal fees. The purchase price per share for each class of Common Shares will equal the Fund’s net asset value (“NAV”) per share as of the effective date of the monthly share purchase date. Nuveen Securities, LLC (the “Intermediary Manager”) will use its best efforts to sell Common Shares, but is not obligated to purchase or sell any specific amount of Common Shares in the offering. As of June 1, 2023 (the “Escrow Break Date”), the Fund had satisfied the minimum offering requirement and the Fund’s Board of Trustees (the “Board”) authorized the release of proceeds from escrow.

39

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Fund is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”), and pursuant to Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the period presented, have been included. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value unless otherwise disclosed herein.

Consolidation

As provided under ASC 946, the Fund will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Fund. Accordingly, the consolidated financial statements include the accounts of the Fund and its wholly owned subsidiaries, SPV I, Equity Holdings, and SPV II. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Fund to make estimates based on assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash, Restricted Cash and Cash Equivalents

Cash and restricted cash represent cash deposits held at financial institutions, which at times may exceed U.S. federally insured limits. Cash equivalents include short-term highly liquid investments, such as money market funds, that are readily convertible to cash and have original maturities of three months or less. Cash, restricted cash and cash equivalents are carried at cost, which approximates fair value. As of June 30, 2024, the Fund did not hold any restricted cash.

Valuation of Portfolio Investments

Investments are valued in accordance with the fair value principles established by FASB ASC Topic 820, Fair Value Measurement (“ASC Topic 820”), and in accordance with the 1940 Act. ASC Topic 820’s definition of fair value focuses on the amount that would be received to sell the asset or paid to transfer the liability in the principal or most advantageous market, and prioritizes the use of market-based inputs (observable) over entity-specific inputs (unobservable) within a measurement of fair value.

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

•Level 1 — Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

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

•Level 3 — Valuations are based on inputs that are unobservable and significant to the overall fair value measurement.

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

40

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Active, publicly traded instruments are classified as Level 1 and their values are generally based on quoted market prices, even if both the market’s normal daily trading volume is not sufficient to absorb the quantity held and placing orders to sell the position in a single transaction might affect the quoted price.

Fair value is generally determined as the price that would be received for an investment in a current sale, which assumes an orderly market is available for the market participants at the measurement date. If available, fair value of investments is based on directly observable market prices or on market data derived from comparable assets. The Fund’s valuation policy considers the fact that no ready market may exist for many of the securities in which it invests and that fair value for its investments must be determined using unobservable inputs.

Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Fund's valuation designee (the “Valuation Designee”) to determine the fair value of the Fund's investments that do not have readily available market quotations, effective beginning with the fiscal quarter ended March 31, 2023. Pursuant to the Fund's valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the “Valuation Committee”) is responsible for determining the fair value of the Fund's assets for which market quotations are not readily available, subject to the oversight of the Board.

With respect to investments for which market quotations are not readily available (Level 3), the Valuation Designee, subject to the oversight of the Board as described below, undertakes a multi-step valuation process each quarter, as follows:

i.the quarterly valuation process begins with each portfolio company or investment being initially valued by either the professionals of the applicable investment team that are responsible for the portfolio investment or an independent third-party valuation firm;

ii.to the extent that an independent third-party valuation firm has not been engaged by, or on behalf of, the Board to value 100% of the portfolio, then at a minimum, an independent third-party valuation firm will be engaged by, or on behalf of, the Fund will provide positive assurance of the portfolio each quarter (such that each investment is reviewed by a third-party valuation firm at least once on a rolling 12-month basis and each watch-list investment will be reviewed each quarter), including a review of management’s preliminary valuation and recommendation of fair value;

iii.the Valuation Committee then reviews and discusses the valuations with any input, where appropriate, from the independent third-party valuation firm(s), and determine the fair value of each investment in good faith based on the Fund’s valuation policy, subject to the oversight of the Board; and

iv.the Valuation Designee provides the Board with the information relating to the fair value determination pursuant to the Fund's valuation policy in connection with each quarterly Board meeting and discusses with the Board its determination of the fair value of each investment in good faith.

The Valuation Designee makes this fair value determination on a quarterly basis and in such other instances when a decision regarding the fair value of the portfolio investments is required. Factors considered by the Valuation Designee as part of the valuation of investments include each portfolio company’s credit ratings/risk, current and projected earnings, current and expected leverage, ability to make interest and principal payments, liquidity, compliance with applicable loan covenants, and price to earnings (or other financial) ratios and those of comparable companies, as well as the estimated remaining life of the investment and current market yields and interest rate spreads of similar securities as of the measurement date. Other factors taken into account include changes in the interest rate environment and credit markets that may affect the price at which similar investments would trade. The Valuation Designee may also base its valuation of an investment on recent transactions of investments and securities with similar structure and risk characteristics. The Valuation Designee obtains market data from its ongoing investment purchase efforts, in addition to monitoring transactions that have closed or are disclosed in industry publications. External information may include (but is not limited to) observable market data derived from the U.S. loan and equity markets. As part of compiling market data as an indication of current market conditions, management may utilize third-party sources.

When determining NAV as of the last day of a month that is not also the last day of a calendar quarter, the Adviser updates the value of securities with “readily available market quotations” (as defined in Rule 2a-5 under the 1940 Act) to the most recent market quotation. For securities without readily available market quotations, the Adviser generally values such assets at the most recent quarterly valuation unless the Adviser determines that a significant observable change has occurred since the most recent quarter end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If the Adviser determines such a change has occurred with respect to one or more investments, the Adviser will determine whether to update the value for each relevant investment.

41

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The values assigned to investments are based on available information and may fluctuate from period to period. In addition, such values do not necessarily represent the amount that ultimately might be realized upon a portfolio investment's sale. Due to the inherent uncertainty of valuation, the estimated fair value of an investment may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

The Board is responsible for overseeing the Valuation Designee’s process for determining the fair value of the Fund’s assets for which market quotations are not readily available, taking into account the Fund’s valuation risks. To facilitate the Board’s oversight of the valuation process, the Valuation Designee provides the Board with quarterly reports, annual reports, and prompt reporting of material matters affecting the Valuation Designee’s determination of fair value. As part of the Board’s oversight role, the Board may request and review additional information to be informed of the Valuation Designee’s process for determining the fair value of the Fund's investments.

Investment Transactions and Revenue Recognition

Investment transactions are recorded on the applicable trade date. Any amounts related to purchases, sales and principal paydowns that have traded, but not settled, are reflected as either a receivable for investments sold or payable for investments purchased on the consolidated statements of assets and liabilities. Realized gains or losses are measured by the difference between the net proceeds received and the cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized and are included as net realized gain (loss) on investments in the consolidated statements of operations. Net change in unrealized appreciation (depreciation) on investments is recognized in the consolidated statements of operations and reflects the period-to-period change in fair value and cost of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Interest income, including amortization of premium and accretion of discount on loans, and expenses are recorded on the accrual basis. The Fund accrues interest income if it expects that ultimately it will be able to collect such income.

The Fund may have loans in its portfolio that contain payment-in-kind (“PIK”) income provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. If at any point the Fund believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to shareholders in the form of distributions in order for the Fund to maintain its tax treatment as a RIC, even though the Fund has not yet collected cash. For the three and six months ended June 30, 2024, the Fund earned $1,026 and $1,898, respectively, in PIK income, representing 5.14% and 5.27% of total investment income, respectively. For the three and six months ended June 30, 2023, the Fund earned $506 and $1,074, respectively, in PIK income, representing 4.54% and 5.02% of total investment income, respectively.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio companies and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. For the three and six months ended June 30, 2024, the Fund earned $10 and $59, respectively, in dividend income. For the three and six months ended June 30, 2023, the Fund earned $25 and $98, respectively, in dividend income.

Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with the Fund’s investment activities, as well as any fees for managerial assistance services rendered by the Fund to its portfolio companies. Such fees are recognized as income when earned or the services are rendered. For the three and six months ended June 30, 2024, the Fund earned other income of $252 and $415, respectively, primarily related to amendment fees. For the three and six months ended June 30, 2023, the Fund earned other income of $12 and $31, respectively, primarily related to prepayment fees.

Loans are generally placed on non-accrual status when a payment default occurs on a loan in the portfolio, or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments. The Fund will cease recognizing interest income on that loan until all principal and interest is current through payment, or until a restructuring occurs such that the interest income is deemed to be collectible. However, the Fund remains contractually entitled to this interest. The Fund may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written-off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated. As of June 30, 2024 and December 31, 2023, there were no loans in the Fund's portfolio on non-accrual status.

42

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Deferred Financing Costs

Deferred financing costs include capitalized expenses related to the closing or amendments of borrowings. Amortization of deferred financing costs is computed on the straight-line basis over the term of the borrowings. The amortization of such costs is included in interest and debt financing expenses in the accompanying consolidated statements of operations. The unamortized balance of such costs is included as a direct deduction from the related liability in the accompanying consolidated statements of assets and liabilities.

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses attributable to a specific class are charged against the operations of that class.

Organization and Offering Costs

Organization costs consist of primarily legal, incorporation and accounting fees incurred in connection with the organization of the Fund. Organization costs are expensed as incurred and are shown in the Fund's consolidated statements of operations. Refer to Note 5 for further details on the Expense Support Agreement.

Offering costs consist primarily of fees and expenses incurred in connection with the offering of Common Shares, as well as legal, printing and other costs associated with the preparation and filing of the registration statements and offering materials. Offering costs are recognized as a deferred charge, amortized on a straight-line basis over 12 months and are shown in the Fund's consolidated statements of operations. For the three and six months ended June 30, 2024, offering costs of $217 and $248, respectively, were incurred, and $143 and $315, respectively, were amortized and recognized as offering costs on the consolidated statements of operations, and covered under the Expense Support Agreement. For the three and six months ended June 30, 2023, offering costs of $115 and $313, respectively, were incurred, and $150 and $281, respectively, were amortized and recognized as offering costs on the consolidated statements of operations, and covered under the Expense Support Agreement. Refer to Note 5 for further details on the Expense Support Agreement.

Income Taxes

For U.S. federal income tax purposes, the Fund has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. In order to qualify as a RIC, the Fund must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Fund is generally required to pay U.S. federal income taxes only on the portion of its taxable income and capital gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Fund to distribute to its shareholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Fund may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Fund is subject to a 4% nondeductible U.S. federal excise tax on undistributed income unless the Fund distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ended October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to U.S. federal income tax is considered to have been distributed. The Fund intends to timely distribute to our shareholders substantially all of our annual taxable income for each year, except that the Fund may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward ICTI for distribution in the following year and pay any applicable U.S. federal excise tax.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. SPV I is a disregarded entity for tax purposes and will be consolidated with the tax return of the Fund. Equity Holdings has elected to be classified as a corporation for U.S. federal income tax purposes. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the three and six months ended June 30, 2024 and 2023, the Fund did not incur any excise tax expense.

43

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Dividends and Distributions to Common Shareholders

The Fund has declared distributions each month beginning in September 2022 through the date of this Quarterly Report on Form 10-Q, and expects to continue to pay regular monthly distributions to the extent the Fund has taxable income. Distributions to shareholders are recorded on the record date. The amount to be distributed to shareholders is determined by the Board and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although the Fund may decide to retain such capital gains for investment. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

Functional Currency

The functional currency of the Fund is the U.S. Dollar and all transactions were in U.S. Dollars.

3. INVESTMENTS

The composition of the Fund’s investment portfolio at cost and fair value was as follows:

	June 30, 2024						December 31, 2023
	Amortized Cost		Fair Value		% of Fair Value		Amortized Cost		Fair Value		% of Fair Value
First-Lien Term Loans	$	822,901	$	818,315	88.03	%	$	402,858	$	399,882	78.10	%
Subordinated Debt (1)	99,438		96,857		10.42	%	103,888		101,930		19.90	%
Equity Investments	13,165		14,442		1.55	%	9,422		10,224		2.00	%
Total	$	935,504	$	929,614	100.00	%	$	516,168	$	512,036	100.00	%
Largest portfolio company investment	$	21,086	$	21,556	2.32	%	$	10,731	$	10,986	2.15	%
Average portfolio company investment	$	4,233	$	4,206	0.45	%	$	3,246	$	3,220	0.63	%

_______________

(1)As of June 30, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $50,495 and mezzanine debt of $46,362 at fair value, and second lien term loans and/or second lien notes of $51,746 and mezzanine debt of $47,692 at amortized cost. As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $52,170 and mezzanine debt of $49,760 at fair value, and second lien term loans and/or second lien notes of $53,365 and mezzanine debt of $50,523 at amortized cost.

The industry composition of our portfolio as a percentage of fair value as of June 30, 2024 and December 31, 2023 was as follows:

44

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Industry	June 30, 2024		December 31, 2023
Aerospace & Defense	1.39	%	2.07	%
Automotive	1.77	%	1.10	%
Banking, Finance, Insurance, Real Estate	2.94	%	1.49	%
Beverage, Food & Tobacco	6.56	%	10.39	%
Capital Equipment	6.05	%	4.28	%
Chemicals, Plastics & Rubber	2.57	%	3.80	%
Construction & Building	4.91	%	4.78	%
Consumer Goods: Durable	3.06	%	3.76	%
Consumer Goods: Non-durable	4.49	%	5.97	%
Containers, Packaging & Glass	1.82	%	3.49	%
Diversified Conglomerate Service	0.19	%	—	%
Energy: Electricity	2.35	%	0.43	%
Energy: Oil & Gas	1.04	%	3.08	%
Environmental Industries	3.17	%	3.04	%
Healthcare & Pharmaceuticals	9.44	%	10.08	%
High Tech Industries	9.57	%	4.81	%
Hotel, Gaming & Leisure	0.55	%	0.44	%
Media: Advertising, Printing & Publishing	1.06	%	1.33	%
Media: Broadcasting & Subscription	0.64	%	0.80	%
Media: Diversified & Production	0.56	%	—	%
Metals and Mining	0.28	%	0.10	%
Retail	0.03	%	—	%
Services: Business	16.86	%	16.82	%
Services: Consumer	4.91	%	5.73	%
Sovereign & Public Finance	0.70	%	0.77	%
Telecommunications	3.21	%	2.33	%
Transportation: Cargo	3.86	%	2.32	%
Transportation: Consumer	1.82	%	0.78	%
Utilities: Electric	0.73	%	0.51	%
Utilities: Water	0.79	%	—	%
Wholesale	2.68	%	5.50	%
Total	100.00	%	100.00	%

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

	June 30, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	866,730	$	860,743	92.60	%	118.27	%
Canada	26,923		26,951		2.90	%	3.70	%
United Kingdom	27,187		27,266		2.93	%	3.75	%
Ireland	1,989		1,988		0.21	%	0.27	%
Luxembourg	9,894		9,878		1.06	%	1.36	%
Netherlands	2,781		2,788		0.30	%	0.38	%
	$	935,504	$	929,614	100.00	%	127.73	%

45

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

	December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Fair Value as % of Net Assets
United States	$	496,774	$	492,518	96.19	%	138.80	%
Canada	6,374		6,376		1.25	%	1.80	%
United Kingdom	9,045		9,139		1.78	%	2.58	%
Ireland	1,741		1,750		0.34	%	0.49	%
Luxembourg	1,255		1,255		0.25	%	0.35	%
Netherlands	979		998		0.19	%	0.28	%
	$	516,168	$	512,036	100.00	%	144.30	%

As of June 30, 2024 and December 31, 2023, on a fair value basis, 91.25% and 84.74%, respectively, of the Fund’s debt investments bore interest at a floating rate and 8.75% and 15.26%, respectively, of the Fund’s debt investments bore interest at a fixed rate.

46

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

4. FAIR VALUE MEASUREMENTS

Fair Value Disclosures

The following table presents fair value measurements of investments, by major class as of June 30, 2024 and December 31, 2023, according to the fair value hierarchy:

As of June 30, 2024	Level 1		Level 2		Level 3		Total
Assets:
First Lien Term Loans	$	—	$	257,108	$	561,207	$	818,315
Subordinated Debt (1)	—		—		96,857		96,857
Equity Investments	—		—		14,442		14,442
Cash Equivalents	16,393		—		—		16,393
Total	$	16,393	$	257,108	$	672,506	$	946,007

_______________

(1)Subordinated Debt is further comprised of second lien term loans and/or second lien notes of $50,495 and mezzanine debt of $46,362.

As of December 31, 2023	Level 1		Level 2		Level 3		Total
Assets:
First Lien Term Loans	$	—	$	45,486	$	354,396	$	399,882
Subordinated Debt (1)	—		—		101,930		101,930
Equity Investments	—		—		10,224		10,224
Cash Equivalents	7,590		—		—		7,590
Total	$	7,590	$	45,486	$	466,550	$	519,626

_______________

(1)Subordinated Debt is further comprised of second lien term loans and/or second lien notes of $52,170 and mezzanine debt of $49,760.

The following tables provide a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the following periods:

	As of and for the Three Months Ended June 30, 2024
	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of March 31, 2024	$	421,782	$	100,189	$	12,873	$	534,844
Purchase of investments	185,542		6,468		1,450		193,460
Proceeds from principal repayments and sales of investments	(21,360)		(10,309)		(420)		(32,089)
Payment-in-kind interest	210		818		—		1,028
Amortization of premium/accretion of discount, net	(1,670)		69		—		(1,601)
Net realized gain (loss) on investments	137		—		(29)		108
Net change in unrealized appreciation (depreciation) on investments	682		(378)		568		872
Transfers out of Level 3 (1)	(24,116)		—		—		(24,116)
Balance as of June 30, 2024	$	561,207	$	96,857	$	14,442	$	672,506
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of June 30, 2024	$	680	$	(380)	$	570	$	870

47

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

	As of and for the Six Months Ended June 30, 2024
	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of January 1, 2024	$	354,396	$	101,930	$	10,224	$	466,550
Purchase of investments	259,910		6,882		4,552		271,344
Proceeds from principal repayments and sales of investments	(36,794)		(13,114)		(775)		(50,683)
Payment-in-kind interest	346		1,566		—		1,912
Amortization of premium/accretion of discount, net	(1,426)		143		—		(1,283)
Net realized gain (loss) on investments	182		74		(30)		226
Net change in unrealized appreciation (depreciation) on investments	(1,465)		(624)		471		(1,618)
Transfers out of Level 3 (1)	(13,942)		—		—		(13,942)
Balance as of June 30, 2024	$	561,207	$	96,857	$	14,442	$	672,506
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of June 30, 2024	$	(1,355)	$	(598)	$	510	$	(1,443)

________________

(1) Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three and six months ended June 30, 2024, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for one portfolio company.

	As of and for the Three Months Ended June 30, 2023
	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of March 31, 2023	$	271,509	$	99,293	$	5,613	$	376,415
Purchase of investments	22,496		422		430		23,348
Proceeds from principal repayments and sales of investments	(1,465)		(10,212)		(392)		(12,069)
Payment-in-kind interest	—		511		—		511
Amortization of premium/accretion of discount, net	153		57		—		210
Net realized gain (loss) on investments	8		311		291		610
Net change in unrealized appreciation (depreciation) on investments	83		(841)		(452)		(1,210)
Transfers to Level 3 (1)	1,771		—		—		1,771
Balance as of June 30, 2023	$	294,555	$	89,541	$	5,490	$	389,586
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of June 30, 2023	$	83	$	(542)	$	(261)	$	(720)

48

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

	As of and for the Six Months Ended June 30, 2023
	First Lien Term Loans		Subordinated Debt		Equity Investments		Total
Balance as of December 31, 2022	$	249,668	$	93,808	$	4,338	$	347,814
Purchase of investments	46,514		5,467		1,548		53,529
Proceeds from principal repayments and sales of investments	(2,800)		(10,212)		(392)		(13,404)
Payment-in-kind interest	—		1,074		—		1,074
Amortization of premium/accretion of discount, net	352		138		—		490
Net realized gain (loss) on investments	15		312		291		618
Net change in unrealized appreciation (depreciation) on investments	(898)		(1,046)		(295)		(2,239)
Transfers to Level 3 (1)	1,704		—		—		1,704
Balance as of June 30, 2023	$	294,555	$	89,541	$	5,490	$	389,586
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held as of June 30, 2023	$	(898)	$	(721)	$	(119)	$	(1,738)

________________

(1) Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three and six months ended June 30, 2023, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for one portfolio company.

Significant Unobservable Inputs

ASC Topic 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of June 30, 2024 and December 31, 2023 were as follows:

Investment Type	Fair Value at June 30, 2024		Valuation Techniques	Unobservable Inputs	Ranges				Weighted Average
First Lien Term Loans	$	404,863	Yield Method	Implied Discount Rate	6.09	%	17.79	%	10.50	%
First Lien Term Loans	152,701		Recent Transactions	Transaction Price	$97.31		$100.25		$99.28
First Lien Term Loans	3,643		Market Approach	EBITDA Multiple	8.00x		8.00x		8.00x
Subordinated Debt	80,333		Yield Method	Implied Discount Rate	11.57	%	21.38	%	15.40	%
Subordinated Debt	16,524		Recent Transactions	Transaction Price	$98.03		$100.00		$99.22
Equity Investments	12,496		Market Approach	EBITDA Multiple	8.00x		21.50x		12.74x
Equity Investments	107		Market Approach	ARR Multiple	7.50x		7.50x		7.50x
Equity Investments	839		Yield Method	Implied Discount Rate	8.36	%	16.06	%	10.78	%
Total	$	671,506

Equity investments in the amount of $1,000 at June 30, 2024 have been excluded from the table above as the investments are valued using recent transaction price.

Investment Type	Fair Value at December 31, 2023		Valuation Techniques	Unobservable Inputs	Ranges				Weighted Average
First Lien Term Loans	$	282,615	Yield Method	Implied Discount Rate	6.13	%	16.48	%	10.88	%
First Lien Term Loans	68,615		Recent Transactions	Transaction Price	$97.83		$100.13		$98.87
First Lien Term Loans	3,166		Market Approach	EBITDA Multiple	7.50x		7.50x		7.50x
Subordinated Debt	100,086		Yield Method	Implied Discount Rate	11.57	%	20.63	%	13.96	%
Subordinated Debt	1,844		Recent Transactions	Transaction Price	$98.01		$98.01		$98.01
Equity Investments	8,779		Market Approach	EBITDA Multiple	8.50x		19.50x		11.49x
Equity Investments	57		Market Approach	EBITDA Multiple	9.00x		9.00x		9.00x
			Market Approach	ARR Multiple	3.50x		3.50x		3.50x
Equity Investments	528		Yield Method	Implied Discount Rate	8.36%		15.16%		8.35	%
Total	$	465,690

49

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Equity investments in the amount of $860 at December 31, 2023 have been excluded from the table above as the investments are valued using recent transaction price.

Debt investments are generally valued using a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Fund’s investment within the portfolio company’s capital structure. A recent market trade, if applicable, will also be factored into the valuation.

Equity investments are generally valued using a market approach, which utilizes market value multiples (EBITDA or revenue) of publicly traded comparable companies and available precedent sales transactions of comparable companies. The selected multiple is used to estimate the enterprise value of the underlying investment.

The significant unobservable input used in the yield method is a discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the performance multiple, which may include a revenue multiple, EBITDA multiple, or forward-looking metrics. The multiple is used to estimate the enterprise value of the underlying investment. An increase or decrease in the multiple would result in an increase or decrease, respectively, in the fair value. A recent transaction, if applicable, may also be factored into the valuation if the transaction price is believed to be an indicator of value.

Alternative valuation methodologies may be used as deemed appropriate for debt or equity investments, and may include, but are not limited to, a market analysis, income analysis, or liquidation (recovery) analysis.

Weighted average inputs are calculated based on the relative fair value of the investments.

5. RELATED PARTY TRANSACTIONS

Advisory Agreement

On March 31, 2022, the Fund entered into an investment advisory agreement with Churchill (as amended on August 3, 2022, January 10, 2023, and August 2, 2023, the “Prior Advisory Agreement”). The Board, including all of the trustees who are not “interested persons” (as defined under Section 2(a)(19) of the 1940 Act) of the Fund (the “Independent Trustees”), approved the Prior Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such trustees as required by the 1940 Act. On May 28, 2024, the Fund’s shareholders approved a new investment advisory agreement (the “Advisory Agreement”), which became effective immediately. On February 20, 2024, the Board, including all of the Independent Trustees, approved the Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such trustees as required by the 1940 Act.

In connection with an internal reorganization of Churchill with respect to the advisory services being provided to the Fund, PCIF Adviser will serve as the Fund’s investment adviser, rather than Churchill. PCIF Adviser is responsible for the overall management of the Fund’s activities under the Advisory Agreement, and has delegated substantially all of its daily portfolio management obligations as set forth in the Advisory Agreement to Churchill pursuant to the CAM Sub-Advisory Agreement (as described below). Notwithstanding the foregoing, there will be no changes to the advisory services provided to the Fund (including no changes in the personnel providing the advisory services). The Advisory Agreement is identical to the Prior Advisory Agreement except the initial term will begin upon the effective date of the Advisory Agreement.

The Advisory Agreement will remain in effect for a period of two years from its effective date, May 28, 2024 and will remain in effect from year-to-year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Trustees. The Advisory Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act, by the Adviser and may be terminated by the Adviser without penalty upon not less than 120 days’ written notice to the Fund, or by the Fund without penalty upon not less than 60 days’ written notice to the Adviser.

50

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

On April 29, 2024, the Fund entered into a management and incentive fee waiver agreement (the “Prior Fee Waiver Agreement”) with Churchill, pursuant to which Churchill has agreed to extend the term of the initial fee waiver under the Prior Advisory Agreement, and (a) waive 50% of the management fee payable to Churchill and (b) waive 100% of the incentive fee based on income payable to Churchill for the period beginning June 1, 2024 until December 31, 2024. In connection with entering into the Advisory Agreement, on May 28, 2024, the Fund entered into a new management and incentive fee waiver agreement (the “Fee Waiver Agreement”) with the Adviser, pursuant to which the Adviser has agreed to continue to waive the management fee and the incentive fee on income pursuant to the same terms and for the same period set forth in the Prior Fee Waiver Agreement. For the avoidance of doubt, the Fee Waiver Agreement does not amend the calculation of the management fee or the incentive fee based on income as set forth in the Advisory Agreement. Other than the waiver contemplated by the Fee Waiver Agreement, the terms of the Advisory Agreement will remain in full force and effect.

Base Management Fee

The management fee is payable monthly in arrears at an annual rate of 0.75% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month. For the first calendar month in which the Fund has operations, net assets will be measured using the beginning net assets as of the Escrow Break Date. In addition, the Adviser has agreed to waive 100% of its management fee until June 1, 2024, the expiry of twelve months from the Escrow Break Date, and 50% of the management fee for the period from June 1, 2024 through December 31, 2024.

For the three and six months ended June 30, 2024, base management fees earned were $1,084 and $1,773, respectively, out of which $865 and $1,554 were waived by the Adviser, respectively. As of June 30, 2024, $219 was payable to the Adviser related to management fees. For the three and six months ended June 30, 2023, base management fees earned were $165 and $165, respectively, all of which were voluntarily waived by the Adviser. As of June 30, 2023, no amounts were payable to the Adviser related to management fees.

Incentive Fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not: (i) incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.

Incentive Fee Based on Income

The portion based on income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero coupon securities), accrued income that has not yet been received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments (as discussed further below) are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.50% per quarter (6% annualized).

The Fund will pay the Adviser an incentive fee quarterly in arrears with respect to Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.50% per quarter (6% annualized);

•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.76% (7.06% annualized). The Fund refers to this portion of Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.76%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 15%

51

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.76% in any calendar quarter; and

•15% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.76% (7.06% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 15% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

These calculations will be pro-rated for any period of less than three months.

The Adviser has agreed to waive the incentive fee based on income until December 31, 2024. For the three and six months ended June 30, 2024, income based incentive fees were $2,391 and $4,146, respectively, which were waived by the Adviser. As of June 30, 2024, no amounts were payable to the Adviser related to income based incentive fees. For the three and six months ended June 30, 2023, income based incentive fees were $373 and $373, respectively, which were voluntarily waived by the Adviser. As of June 30, 2023, no amounts were payable to the Adviser related to income based incentive fees.

Incentive Fee Based on Capital Gains

The second component of the incentive fee, the capital gains incentive fee, will be payable at the end of each calendar year in arrears. The amount payable will equal:

•15% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with U.S. GAAP.

Each year, the fee paid for the capital gains incentive fee will be net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Fund was to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. For the three and six months ended June 30, 2024 and 2023, the Fund did not incur any incentive fee based on capital gains.

Sub-Advisory Agreements

CAM Sub-Advisory Agreement

On May 28, 2024, the Fund’s shareholders approved a sub-advisory agreement by and between PCIF Adviser and Churchill (the “CAM Sub-Advisory Agreement”), which became effective immediately. On February 20, 2024, the Board, including all of the Independent Trustees, also approved the CAM Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such trustees as required by the 1940 Act. Pursuant to the CAM Sub-Advisory Agreement, the Adviser will pay Churchill 70% of the aggregate amount of the management fee, the incentive fee on income, and the incentive fee on capital gains as set forth in the Advisory Agreement. The management fee and the incentive fee on income will be payable quarterly in arrears and the incentive fee on capital gains will be payable annually pursuant to the terms of the Advisory Agreement. Fees payable to Churchill will be borne entirely by the Adviser, and will not be directly incurred by the Fund.

The CAM Sub-Advisory Agreement will remain in effect for an initial two year period from May 28, 2024, its effective date, and thereafter from year-to-year, subject to approval by the Board or a vote of a majority of the outstanding voting securities of the Fund and, in each case, a majority of the Independent Trustees.

52

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

NAM Sub-Advisory Agreement

On March 31, 2022, Churchill entered into an sub-advisory agreement with Nuveen Asset Management (as amended on August 3, 2022, the “Prior NAM Sub-Advisory Agreement”). The Board, including all of the Independent Trustees, also approved the Prior NAM Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such trustees as required by the 1940 Act. Nuveen Asset Management manages certain of the Liquid Investments pursuant to the Prior NAM Sub-Advisory Agreement. Churchill has general oversight over the investment process on behalf of the Fund and manages the capital structure of the Fund, including, but not limited to, asset and liability management. Churchill will pay Nuveen Asset Management monthly in arrears, 0.375% of the daily weighted average principal amount of the Liquid Investments managed by Nuveen Asset Management pursuant to the Prior NAM Sub-Advisory Agreement. The fees payable to Nuveen Asset Management pursuant to the Prior NAM Sub-Advisory Agreement will not impact the advisory fees payable by the Fund’s shareholders.

On May 28, 2024, the Fund’s shareholders approved a new sub-advisory agreement (the “NAM Sub-Advisory Agreement”, and together with the “CAM Sub-Advisory Agreement”, “Sub-Advisory Agreements”) by and among the Adviser, Churchill, and Nuveen Asset Management, which became effective immediately. On February 20, 2024, the Board, including all of the Independent Trustees, also approved the NAM Sub-Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such trustees as required by the 1940 Act. The only changes to the NAM Sub-Advisory Agreement relate to the internal reorganization described above, and are as follows: (i) adding PCIF Adviser as a party to the agreement to satisfy a technical requirement under the 1940 Act that requires the Fund or the investment adviser to be in privity of contract with a sub-adviser; and (ii) changing the calculation of the compensation payable by PCIF Adviser to Nuveen Asset Management. Under the NAM Sub-Advisory Agreement, the Adviser will pay, monthly in arrears, 50% of the aggregate amount of the management fee payable to the Adviser under the Advisory Agreement associated with the Liquid Unvestments managed by Nuveen Asset Management at the direction of Churchill. Fees payable to Nuveen Asset Management will be borne entirely by PCIF Adviser, and will not be directly incurred by the Fund.

The NAM Sub-Advisory Agreement will remain in effect for a period of two years from its effective date of May 28, 2024 and will remain in effect from year-to-year thereafter if approved annually by the Board or by the affirmative vote of the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Trustees.

Administration Agreement

On March 31, 2022, the Fund entered into an administration agreement with the Administrator (as amended on January 10, 2023, the “Administration Agreement”), which was approved by the Board. Pursuant to the Administration Agreement, the Administrator furnishes the Fund with office facilities and equipment and provides clerical, bookkeeping and record keeping and other administrative services at such facilities. The Administrator performs, or oversees the performance of, the Fund’s required administrative services, which include, among other things, assisting the Fund with the preparation of the financial records that the Fund is required to maintain and with the preparation of reports to shareholders and reports filed with the SEC. At the request of the Adviser or Churchill, the Administrator also may provide significant managerial assistance on the Fund’s behalf to those portfolio companies that have accepted the Fund’s offer to provide such assistance. U.S. Bancorp Fund Services, LLC will provide the Fund with certain fund administration and bookkeeping services pursuant to a sub-administration agreement (the “Sub-Administration Agreement”) with the Administrator.

For the three and six months ended June 30, 2024, the Fund incurred $200 and $366, respectively, in fees under the Sub-Administration Agreement, which are included in administration fees in the accompanying consolidated statement of operations. For the three and six months ended June 30, 2023, the Fund incurred $120 and $238, respectively, in fees under the Sub-Administration Agreement, which are included in administration fees in the accompanying consolidated statements of operations. As of June 30, 2024 and December 31, 2023, $294 and $614, respectively, was unpaid and included in accounts payable and accrued expenses in the accompanying consolidated statements of assets and liabilities.

Intermediary Manager Agreement

On March 31, 2022, the Fund entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Intermediary Manager, an affiliate of the Adviser. Under the terms of the Intermediary Manager Agreement, the Intermediary Manager serves as the agent and principal distributor for the Fund’s public offering of its Common Shares. The Intermediary Manager is entitled to receive distribution and/or shareholder servicing fees monthly at an annual rate of 0.85% of the value of the Fund’s net assets attributable to Class S shares as of the beginning of the first calendar day of the month. The Intermediary Manager is entitled to receive distribution and/or shareholder servicing fees monthly at an annual rate of 0.25% of the value of the Fund’s net assets attributable to Class D shares as of the beginning of the first calendar day of the month. No distribution and/or shareholder servicing fees will be paid with respect to Class I shares.

53

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The Fund will cease paying the distribution and/or shareholder servicing fees on any Class S share and Class D share in a shareholder’s account at the end of the month in which the Intermediary Manager in conjunction with the transfer agent determines that total brokerage commissions and distribution and/or shareholder servicing fees paid with respect to any such share held by such shareholder within such account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such share. At the end of such month, each such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. The total underwriting compensation and total organization and offering expenses will not exceed 10% and 15%, respectively, of the gross proceeds from the offering.

For the three months ended June 30, 2024, the Fund accrued distribution and shareholder servicing fee of $24 and $8 that were attributable to Class S and Class D shares, respectively. For the six months ended June 30, 2024, the Fund accrued distribution and shareholder servicing fee of $38 and $12 that were attributable to Class S and Class D shares, respectively. As of June 30, 2024, $14 shareholder servicing fee remains payable and is included in the accounts payable and accrued expenses in the consolidated statements of assets and liabilities. For the three and six months ended June 30, 2023, the Fund did not incur any distribution and shareholder servicing fees.

The Intermediary Manager Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees and the trustees who have no direct or indirect financial interest in the operation of the Fund’s distribution plan or the Intermediary Manager Agreement, or by a vote of the majority of the outstanding voting securities of the Fund, on not more than 60 days’ written notice to the Intermediary Manager or the Adviser. The Intermediary Manager Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act.

Expense Support and Conditional Reimbursement Agreement

On March 31, 2022, the Fund entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Expense Support Agreement provides that Nuveen Alternative Holdings, an affiliate of the Adviser, may pay (or cause one or more of its affiliates to pay) certain expenses of the Fund, provided that no portion of the payment will be used to pay any interest expenses of the Fund and/or shareholder servicing fees of the Fund (each, an “Expense Payment”). Such expense payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from Nuveen Alternative Holdings to pay such expense, and/or by an offset against amounts due from the Fund to Nuveen Alternative Holdings.

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Fund’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (such amount referred to as the “Excess Operating Funds”), the Fund will pay such Excess Operating Funds, or a portion thereof (each, a “Reimbursement Payment”), to Nuveen Alternative Holdings until such time as all Expense Payments made by the entity to the Fund within three years prior to the last business day of such calendar quarter have been reimbursed. Available Operating Funds means the sum of (i) the Fund’s net investment income (including net realized short-term capital gains reduced by net realized long-term capital losses), (ii) the Fund’s net capital gains (including the excess of net realized long-term capital gains over net realized short-term capital losses) and (iii) dividends and other distributions paid to the Fund on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Nuveen Alternative Holdings to the Fund within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Fund to Nuveen Alternative Holdings.

No Reimbursement Payment for any month will be made if (1) the annualized rate of regular cash distributions declared by the Fund at the time of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Fund at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the Fund’s Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The Operating Expense Ratio is calculated by dividing the Fund’s operating costs and expenses incurred, less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by the Fund’s net assets. The Fund’s obligation to make a Reimbursement Payment will automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent that Nuveen Alternative Holdings has waived its right to receive such payment for the applicable month.

54

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table presents a cumulative summary of the expense payments and reimbursement payments since the Fund’s commencement of operations, comprised primarily of organizational expenses, offering costs and professional fees:

For the Quarter Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Unreimbursed Expense Payments		Effective Rate of Distribution per Share (1)		Reimbursement Eligibility Expiration	Operating Expense Ratio (2)
March 31, 2022	$	983	$	—	$	983	—	%	March 31, 2025	0.08	%
June 30, 2022	677		—		677		6.62	%	June 30, 2025	0.19	%
September 30, 2022	379		—		379		7.23	%	September 30, 2025	0.21	%
December 31, 2022	176		—		176		9.07	%	December 31, 2025	0.14	%
March 31, 2023	198		—		198		10.22	%	March 31, 2026	0.22	%
June 30, 2023	113		—		113		11.69	%	June 30, 2026	0.22	%
September 30, 2023	327		—		327		12.19	%	September 30, 2026	0.27	%
December 31, 2023	115		—		115		12.13	%	December 21, 2026	0.13	%
March 31, 2024	31		—		31		12.19	%	March 31, 2027	0.12	%
June 30, 2024	217		—		217		9.72	%	June 30, 2027	0.15	%
Total	$	3,216	$	—	$	3,216

__________

(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 monthly cash distributions per share as of such date without compounding), divided by the Fund’s gross offering price per share as of each quarter ended.

(2)The operating expense ratio is calculated by dividing the quarterly operating expenses, less organizational and offering expenses, base management fee and incentive fees owed to the Adviser, and interest expense, by the Fund’s net assets as of each quarter end.

Board of Trustees’ Fees

The Board consists of seven members, four of whom are Independent Trustees. The Board has established an Audit Committee, a Nominating and Corporate Governance Committee and a Special Transactions Committee, each consisting solely of the Independent Trustees, and may establish additional committees in the future. For the three and six months ended June 30, 2024, the Fund incurred $127 and $252, respectively, in fees which are included in Board of Trustees’ fees in the accompanying consolidated statements of operations. For the three and six months ended June 30, 2023, the Fund incurred $127 and $252, respectively, in fees which are included in Board of Trustees’ fees in the accompanying consolidated statements of operations. As of June 30, 2024 and December 31, 2023, $127 and $128, respectively, were unpaid and are included in Board of Trustees’ fees payable in the accompanying consolidated statements of assets and liabilities.

Other Related Party Transactions

From time to time, the Adviser may pay amounts owed by the Fund to third-party providers of goods or services and the Fund will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. As of June 30, 2024 and December 31, 2023, the Fund owed the Adviser $353 and $361, respectively, for reimbursements including the Fund’s allocable portion of overhead, which is included in accounts payable and accrued expenses in the accompanying consolidated statement of assets and liabilities.

Promissory Note

On March 31, 2022, the Fund entered into the Note with TIAA as the lender. The Note was issued under the purchase and sales agreement, dated as of March 31, 2022, by and among the Fund, SPV I and TIAA in connection with the contribution of portfolio investments by TIAA to the Fund (as discussed further in Note 8). The principal amount of the Note equaled (i) the fair value of portfolio investments contributed as of March 31, 2022, minus (ii) $263,500. The Note was due to mature on March 30, 2023, with an interest rate of 4% per annum on the unpaid principal amount, compounded quarterly.

On June 3, 2022, the Fund fully repaid the balance on the Note which was comprised of $32,731 and $226 of principal and interest, respectively.

55

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

6. SECURED BORROWINGS

In accordance with the 1940 Act, the Fund is only permitted to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowing. As of June 30, 2024 and December 31, 2023, the Fund’s asset coverage was 691.70% and 314.08%, respectively.

On April 19, 2022, SPV I entered into a credit agreement with the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, the Fund, as servicer, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian (the “Credit Agreement” and the revolving credit facility thereunder, the “Bank of America Credit Facility”).

On October 4, 2022, SPV I entered into Amendment No. 1 to the Credit Agreement (the “Amendment”). The Amendment, among other things: (i) increased the maximum amount available under the Bank of America Credit Facility from $200,000 to $250,000; and (ii) increased the rate to be paid from Daily SOFR (as defined below) +2.00% to Daily SOFR +2.15% with a “step up” on the one year anniversary of the Closing Date (as defined in the Amendment) increasing from Daily SOFR +2.15% to Daily SOFR +2.40%, as reflected in the Amendment.

Borrowings under the Credit Agreement are secured by all of the assets held by SPV I and bear interest based on either (x) an annual rate equal to SOFR determined for any day (“Daily SOFR”) for the relevant interest period, plus an applicable spread, or (y) the highest of (i) the Federal Funds Rate plus an applicable spread, (ii) the Prime Rate in effect for any day and (iii) Daily SOFR plus an applicable spread. Interest is payable monthly in arrears. Advances under the Credit Agreement are secured by a pool of broadly-syndicated and middle-market loans subject to eligibility criteria and advance rates specified in the Credit Agreement. Advances under the Credit Agreement may be prepaid and reborrowed at any time during the Availability Period (as defined therein), and SPV I may terminate or reduce the facility amount subject to certain conditions. As of June 30, 2024, the Bank of America Credit Facility bears interest at a rate of Daily SOFR plus 2.40% per annum. Interest is payable monthly in arrears. Any amounts borrowed under the Credit Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) April 19, 2027, the fifth anniversary of the effective date of April 19, 2022, or (ii) upon certain other events in connection with a refinancing under the Credit Agreement. Borrowing under the Credit Agreement is subject to certain restrictions contained in the 1940 Act.

Prior to entering into the Credit Agreement, the Fund contributed and/or sold certain assets to SPV I pursuant to a contribution and sale agreement and TIAA contributed and/or sold certain assets to SPV I pursuant to a master participation and assignment agreement, and the Fund expects to contribute and/or sell additional assets to SPV I pursuant to a contribution and sale agreement in the future. The Fund may, but will not be required to, repurchase and/or substitute certain assets previously transferred to SPV I subject to the conditions specified in the contribution and sale agreement and the Credit Agreement.

The fair value of the Bank of America Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2024, approximates its carrying value. The carrying amounts of the Fund’s assets and liabilities, including the Bank of America Credit Facility, other than investments at fair value, approximate fair value due to their short maturities. Borrowings under the Bank of America Credit Facility consisted of the following as of June 30, 2024 and December 31, 2023:

	June 30, 2024
	Bank of America Credit Facility		Total
Total Commitment	$	250,000	$	250,000
Borrowings Outstanding (1)	123,000		123,000
Unused Portion (2)	127,000		127,000
Amount Available (3)	104,855		104,855

_______________

(1)Borrowings outstanding on the consolidated statement of assets and liabilities are net of deferred financing costs.

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

(3)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

56

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

	December 31, 2023
	Bank of America Credit Facility		Total
Total Commitment	$	250,000	$	250,000
Borrowings Outstanding (1)	165,750		165,750
Unused Portion (2)	84,250		84,250
Amount Available (3)	51,883		51,883

______________

(1)Borrowings outstanding on the consolidated statement of assets and liabilities are net of deferred financing costs.

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

(3)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

For the three months ended June 30, 2024 and 2023, the components of interest expense related to the Bank of America Credit Facility were as follows:

	Three Months Ended June 30,
	2024			2023
Borrowing interest expense	$	1,029		$	2,441
Unused fees	200			118
Amortization of deferred financing costs (1)	42			39
Total interest and debt financing expenses	$	1,271		$	2,598
Average interest rate (2)	9.36		%	7.75		%
Average daily borrowings	$	52,925		$	132,335

For the six months ended June 30, 2024 and 2023, the components of interest expense related to the Bank of America Credit Facility were as follows:

	Six Months Ended June 30,
	2024			2023
Borrowing interest expense	$	3,909		$	4,769
Unused fees	303			227
Amortization of deferred financing costs (1)	85			78
Total interest and debt financing expenses	$	4,297		$	5,074
Average interest rate (2)	8.45		%	7.36		%
Average daily borrowings	$	100,214		$	136,890

_______________

(1)For the three and six months ended June 30, 2024, $0 and $0, respectively, of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement. For the three and six months ended June 30, 2023, $2 and $2, respectively, of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement.

(2)Average interest rate includes interest expense and unused fees.

7. COMMITMENTS AND CONTINGENCIES

In the ordinary course of its business, the Fund enters into contracts or agreements that contain indemnifications or warranties. Future events could occur that might lead to the enforcement of these provisions against the Fund. The Fund believes that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of June 30, 2024 and December 31, 2023 for any such exposure.

57

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

As of June 30, 2024 and December 31, 2023, the Fund had the following unfunded commitments to fund delayed draw loans and equity investments:

Portfolio Company	June 30, 2024		December 31, 2023
360 Training	$	2,734	$	—
Alternative Logistics Technologies Buyer, LLC	1,118		—
Aramsco	520		520
Arax Investment Partners	533		—
ARMstrong	939		—
Armstrong Transport Group	—		1,007
ASTP Holdings Co-Investment LP	82		26
Chroma Color	381		381
ClaimLogiq	891		891
Contract Land Staff	2,674		—
CrossCountry Consulting	560		560
Diligent Corporation	2,553		—
Elevation Labs	420		599
Engage	1,869		2,040
Ergotech (INS)	1,139		1,139
Evergreen Services Group II	—		923
Excel Fitness	2,096		—
EyeSouth	266		266
Firstcall Mechanical Group	20,000		—
Health Management Associates	305		415
Heartland Veterinary Partners	5,000		—
Impact Environmental Group	988		1,832
Image First	—		—
Industrial Service Group	105		2,019
Infobase	—		122
Insulation Technology Group	5,226		—
Integrated Power Services	4,850		—
ITSavvy	36		36
Kenco	8,669		850
Legacy Service Partners	—		306
LMI Consulting, LLC	2		2
Leo Facilities	669		2,571
Market Performance Group	908		—
MEI Buyer LLC	501		501
Mobile Communications America Inc	1,390		1,463
Motion & Control Enterprises	6,781		1,704
National Power	799		799
NearU	1,769		1,919
North Haven Stack Buyer, LLC	3,237		—
OMNIA Partners	—		129
Online Labels Group	237		237
Ovation Holdings	127		127
Palmetto Exterminators	84		503
Pinnacle Supply Partners, LLC	897		1,455
Precision Aviation Group	2,081		2,480
Propark Mobility	9,679		665

58

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Randy's Worldwide Automotive	1,087		1,332
Rhino Tool House	12		306
Riveron	779		779
Specialist Resources Global Inc	11,789		—
Sugar Foods	—		1,173
Sunny Sky Products	464		464
Tech24	766		919
Tencate	1,361		—
TIDI Products	1,201		1,201
Trilon Group	10,071		—
USA Water	2,684		—
Velosio	1,135		—
Vertex Service Partners	665		1,777
WSB / EST	329		1,096
Young Innovations	1,431		1,431
Total unfunded commitments	$	126,889	$	38,965

The Fund seeks to carefully consider its unfunded portfolio company commitments for the purpose of planning its ongoing liquidity. As of June 30, 2024, the Fund believed it had adequate financial resources to satisfy its unfunded portfolio company commitments.

8. NET ASSETS

In connection with its formation, the Fund has the authority to issue an unlimited number of Common Shares for each class.

On March 30, 2022, an affiliate of the Adviser, TIAA, purchased 40 shares of the Fund’s Class I shares of beneficial interest at $25.00 per share.

On March 31, 2022, TIAA contributed certain portfolio investments to the Fund in the amount of $296,231 (fair value as of March 31, 2022). In connection therewith, the Fund entered into the Note with TIAA as the lender (as described in Note 5), and issued to TIAA shares of the Fund’s Class I shares of beneficial interest. The Fund fully repaid the balance of the Note to TIAA on June 3, 2022. As of June 30, 2024, TIAA owned 7,585,205 shares of the Fund’s Class I shares of beneficial interest.

On the Escrow Break Date, the Fund had satisfied the minimum offering requirement and the Board authorized the release of proceeds from escrow.

59

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table presents transactions in common shares during the three months ended June 30, 2024 (dollars in thousands except share amounts):

	Three Months Ended June 30, 2024
	Shares	Amount
CLASS S
Subscriptions	155,947	$	3,832
Share transfers between classes	—	—
Distributions reinvested	3,804	94
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	159,751	$	3,926
CLASS D
Subscriptions	203,840	$	5,019
Share transfers between classes	—	—
Distributions reinvested	7,875	194
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	211,715	$	5,213
CLASS I
Subscriptions	9,612,049	$	236,716
Share transfers between classes	—	—
Distributions reinvested	176,547	4,350
Shares repurchases, net of early repurchase deduction	(13,380)	(324)
Net increase (decrease)	9,775,216	$	240,742

60

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table presents transactions in common shares during the six months ended June 30, 2024 (dollars in thousands except share amounts):

	Six Months Ended June 30, 2024
	Shares	Amount
CLASS S
Subscriptions	346,112	$	8,530
Share transfers between classes	(4,107)	(101)
Distributions reinvested	5,762	142
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	347,767	$	8,571
CLASS D
Subscriptions	455,109	$	11,234
Share transfers between classes	—	—
Distributions reinvested	10,980	271
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	466,089	$	11,505
CLASS I
Subscriptions	14,111,476	$	348,064
Share transfers between classes	4,104	101
Distributions reinvested	229,673	5,664
Shares repurchases, net of early repurchase deduction	(24,707)	(597)
Net increase (decrease)	14,320,546	$	353,232

The following table presents transactions in common shares during the three months ended June 30, 2023 (dollars in thousands except share amounts):

	Three Months Ended June 30, 2023
	Shares	Amount
CLASS I
Subscriptions	313,102	$	7,720
Share transfers between classes	—	—
Distributions reinvested	—	—
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	313,102	$	7,720

61

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following table presents transactions in common shares during the six months ended June 30, 2023 (dollars in thousands except share amounts):

	Six Months Ended June 30, 2023
	Shares	Amount
CLASS I
Subscriptions	313,102	$	7,720
Share transfers between classes	—	—
Distributions reinvested	—	—
Shares repurchases, net of early repurchase deduction	—	—
Net increase (decrease)	313,102	$	7,720

The Fund determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV).

The following table presents each month-end net offering price for Class S, Class D, and Class I common shares, which approximately equals their respective NAV per share, for the six months ended June 30, 2024 and 2023:

	Net Offering Price Per Share
For the Months Ended	Class S	Class D	Class I
January 31, 2024	$24.71	$24.73	$24.74
February 29, 2024	$24.72	$24.75	$24.75
March 31, 2024	$24.58	$24.61	$24.62
April 30, 2024	$24.59	$24.63	$24.63
May 31, 2024	$24.60	$24.64	$24.65
June 30, 2024	$24.64	$24.68	$24.69

	Net Offering Price Per Share
For the Months Ended	Class S (1)	Class D (1)	Class I
January 31, 2023	$—	$—	$24.70
February 28, 2023	$—	$—	$24.70
March 31, 2023	$—	$—	$24.65
April 30, 2023	$—	$—	$24.68
May 31, 2023	$—	$—	$24.66
June 30, 2023	$—	$—	$24.63

______________

(1)Class S and Class D shares were first issued and sold in October 2023.

62

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Distributions

The following table summarizes the Fund’s distributions declared from inception through June 30, 2024:

			Class S
Declaration Date	Record Date	Payment Date	Distribution per Share (1)		Distribution Amount
October 27, 2023	October 31, 2023	November 28, 2023	$	0.233	$	9
November 27, 2023	November 30, 2023	December 28, 2023	$	0.233	$	17
December 28, 2023	December 31, 2023	January 29, 2024	$	0.233	$	35
January 26, 2024	January 31, 2024	February 28, 2024	$	0.233	$	51
February 28, 2024	February 29, 2024	March 28, 2024	$	0.233	$	60
March 28, 2024	March 31, 2024	April 29, 2024	$	0.233	$	79
April 26, 2024	April 30, 2024	May 28, 2024	$	0.183	$	70
May 29, 2024	May 31, 2024	June 28, 2024	$	0.183	$	87
June 28, 2024	June 30, 2024	July 29, 2024	$	0.183	$	91

			Class D
Declaration Date	Record Date	Payment Date	Distribution per Share (1)		Distribution Amount
October 27, 2023	October 31, 2023	November 28, 2023	$	0.245	$	2
November 27, 2023	November 30, 2023	December 28, 2023	$	0.245	$	11
December 28, 2023	December 31, 2023	January 29, 2024	$	0.245	$	26
January 26, 2024	January 31, 2024	February 28, 2024	$	0.245	$	39
February 28, 2024	February 29, 2024	March 28, 2024	$	0.245	$	59
March 28, 2024	March 31, 2024	April 29, 2024	$	0.245	$	89
April 26, 2024	April 30, 2024	May 28, 2024	$	0.195	$	90
May 29, 2024	May 31, 2024	June 28, 2024	$	0.195	$	105
June 28, 2024	June 30, 2024	July 29, 2024	$	0.195	$	112

_____________

(1)Class S and Class D distributions are net of distribution and servicing fees.

63

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

			Class I
Declaration Date	Record Date	Payment Date	Distribution per Share			Distribution Amount
September 30, 2022	September 30, 2022	October 28, 2022	$	0.870	(1)	$	9,170
October 31, 2022	October 31, 2022	November 28, 2022	$	0.180		$	1,897
November 30, 2022	November 30, 2022	December 28, 2022	$	0.190		$	2,003
December 31, 2022	December 31, 2022	January 28, 2023	$	0.295	(2)	$	3,109
January 31, 2023	January 31, 2023	February 28, 2023	$	0.200		$	2,108
February 28, 2023	February 28, 2023	March 28, 2023	$	0.200		$	2,108
March 31, 2023	March 31, 2023	April 28, 2023	$	0.230		$	2,424
April 28, 2023	April 30, 2023	May 26, 2023	$	0.240		$	2,530
May 25, 2023	May 31, 2023	June 28, 2023	$	0.240		$	2,530
June 28, 2023	June 30, 2023	July 28, 2023	$	0.240		$	2,605
July 28, 2023	July 31, 2023	August 28, 2023	$	0.270	(3)	$	3,081
August 23, 2023	August 31, 2023	September 28, 2023	$	0.270	(3)	$	3,133
September 29, 2023	September 30, 2023	October 27, 2023	$	0.250		$	3,070
October 27, 2023	October 31, 2023	November 28, 2023	$	0.250		$	3,244
November 27, 2023	November 30, 2023	December 28, 2023	$	0.250		$	3,435
December 28, 2023	December 31, 2023	January 29, 2024	$	0.250		$	3,523
January 26, 2024	January 31, 2024	February 28, 2024	$	0.250		$	3,626
February 28, 2024	February 29, 2024	March 29, 2024	$	0.250		$	3,735
March 28, 2024	March 31, 2024	April 29, 2024	$	0.250		$	4,661
April 26, 2024	April 30, 2024	May 28, 2024	$	0.200		$	4,382
May 29, 2024	May 31, 2024	June 28, 2024	$	0.200		$	5,577
June 28, 2024	June 30, 2024	July 29, 2024	$	0.200		$	5,685

_______________

(1)Represents monthly distribution of $0.140 per share for each of April 2022, May 2022 and June 2022, and monthly distribution of $0.150 per share for each of July 2022, August 2022 and September 2022.

(2)Comprised of $0.190 regular distribution and $0.105 supplemental distribution attributable to accrued net investment income.

(3)Comprised of $0.250 regular distribution and $0.020 special distribution attributable to accrued net investment income.

Distribution Reinvestment Plan

The Fund has adopted a distribution reinvestment plan, pursuant to which it will reinvest all cash distributions declared by the Board on behalf of its shareholders who do not elect to receive their distributions in cash, except for shareholders in certain states. As a result, if the Board authorizes, and the Fund declares, a cash dividend or other distribution, then shareholders who have not opted out of the Fund’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares, rather than receiving the cash dividend or other distribution. Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Character of Distributions

The Fund may fund its cash distributions to shareholders from any source of funds available to the Fund, including but not limited to offering proceeds, net investment income from operations, capital gain proceeds from the sale of assets, borrowings, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

64

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Through June 30, 2024, a portion of the Fund’s distributions resulted from expense support from the Adviser, and future distributions may result from expense support from the Adviser, each of which is subject to repayment by the Fund within three years from the date of payment. The purpose of this arrangement avoids distributions being characterized as a return of capital for U.S. federal income tax purposes. Shareholders should understand that any such distribution is not based solely on the Fund’s investment performance, and can only be sustained if the Fund achieves positive investment performance in future periods and/or the Adviser continues to provide expense support. Shareholders should also understand that the Fund’s future repayments of expense support will reduce the distributions that they would otherwise receive. There can be no assurance that the Fund will achieve the performance necessary to sustain these distributions, or be able to pay distributions at all.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the source of cash distributions on a U.S. GAAP basis that the Fund has declared on its common shares for the six months ended June 30, 2024:

	Class S (1)		Class D (1)		Class I
Sources of Distribution	Per Share	Amount	Per Share	Amount	Per Share	Amount
Net investment income	$1.248	$438	$1.320	$494	$1.350	$27,666
Net realized gains	$—	$—	$—	$—	$—	$—
Total	$1.248	$438	$1.320	$494	$1.350	$27,666

_______________

(1)Class S and Class D shares were first issued and sold in October 2023.

The following table reflects the source of cash distributions on a U.S. GAAP basis that the Fund has declared on its common shares for the six months ended June 30, 2023:

	Class S (1)		Class D (1)		Class I
Sources of Distribution	Per Share	Amount	Per Share	Amount	Per Share	Amount
Net investment income	$—	$—	$—	$—	$1.350	$14,305
Net realized gains	$—	$—	$—	$—	$—	$—
Total	$—	$—	$—	$—	$1.350	$14,305

_______________

(1)Class S and Class D shares were first issued and sold in October 2023.

65

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Share Repurchase Program

Beginning with the fiscal quarter ended September 30, 2023, the Fund commenced a share repurchase program in which it intends to repurchase in each quarter, at the discretion of the Board, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board, in its sole discretion, may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Fund’s liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will consider on at least a quarterly basis whether the continued suspension of the share repurchase program is in the best interest of the Fund and shareholders, and will reinstate the share repurchase program when and if appropriate and subject to its fiduciary duty to the Fund and shareholders. However, the Board is not required to authorize the recommencement of the share repurchase program within any specified period of time. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All Common Shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Common Shares.

Under the share repurchase program, to the extent the Fund offers to repurchase Common Shares in any particular quarter, the Fund expects to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Common Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The repurchase of the Adviser’s shares, if any, will be on the same terms and subject to the same limitations as other shareholders under the Share Repurchase Program.

Payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase the Fund’s investment-related expenses as a result of higher portfolio turnover rates. The Adviser intends to take measures, subject to policies as may be established by the Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares. Class I shares owned by TIAA will be subject to the following restrictions. TIAA may submit its Class I shares for repurchase beginning on March 31, 2027. Beginning March 31, 2027, the total amount of TIAA shares eligible for repurchase will be limited to no more than 1.67% of the Fund’s aggregate NAV per calendar quarter; provided that, if in any quarter the total amount of aggregate repurchase requests of all classes of Common Shares does not exceed the Share Repurchase Plan limit of 5% of the aggregate NAV per calendar quarter, these redemption limits on the TIAA shares will not apply for that quarter, and TIAA will be entitled to submit its shares for repurchase up to the overall share repurchase program limits.

For the six months ended June 30, 2024, approximately 24,707 Class I shares were repurchased. For the six months ended June 30, 2023, no Common Shares were repurchased.

The following table presents the share repurchases completed for the six months ended June 30, 2024:

Offer Date	Class	Tender Offer Expiration	Repurchase Price per share		Repurchased Amount (2)		Shares Repurchased (1)
February 29, 2024	Class I	March 29, 2024	$	24.62	$	273	11,327
May 30, 2024	Class I	June 28, 2024	$	24.69	$	324	13,380

_______________

(1)All repurchase requests were satisfied in full.

(2)Amount shown is net of Early Repurchase Deduction.

66

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

9. CONSOLIDATED FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024
	Class S (8)			Class D (8)			Class I
Per share data:
Net asset value, beginning of period	$	24.69		$	24.73		$	24.73
Net investment income (loss) (1)	1.26			1.33			1.37
Net realized gains (losses) (1)	0.01			0.01			0.01
Net change in unrealized appreciation (depreciation) (1)	(0.09)			(0.08)			(0.08)
Net increase (decrease) in net assets resulting from operations	1.18			1.26			1.30
Shareholder distributions from income (2)	(1.25)			(1.32)			(1.35)
Early repurchase deduction fees (9)	—			—			—
Other (3)	0.02			0.01			0.01
Net asset value, end of period	$	24.64		$	24.68		$	24.69
Supplemental Data:
Net assets, end of period	$	12,261		$	14,150		$	701,367
Shares outstanding, end of period	497,605			573,355			28,411,932
Total return (4)	4.95		%	5.26		%	5.42		%
Ratio to average net assets:
Ratio of net expenses to average net assets before expense support and waived fees (5)(6)	6.15		%	5.56		%	4.86		%
Ratio of net expenses to average net assets after expense support and waived fees (5)(6)	3.66		%	2.94		%	2.57		%
Ratio of net investment income (loss) to average net assets (5)	11.14		%	11.87		%	11.33		%
Portfolio turnover rate (7)	9.33		%	9.33		%	9.33		%
Asset coverage ratio	691.70		%	691.70		%	691.70		%

_______________

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

(2)The per share data for distributions reflects the actual amount of distributions declared during the period.

(3)Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.

(4)Total return is calculated as the change in NAV per share during the period, plus distributions per share, if any, divided by the beginning NAV per share. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at the month end NAV per share.

(5)Ratios are annualized. Average net assets is calculated utilizing quarterly net assets. Ratio of net investment income (loss) to average net assets includes the effect of expense support and waived management fee and income based incentive fees.

(6)The ratio of interest and debt financing expenses to average net assets for the six months ended June 30, 2024 was 1.76%, 1.62% and 1.66% for Class S, Class D, and Class I shares, respectively, and are annualized. Average net assets is calculated utilizing quarterly net assets.

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

(8)Class S and Class D shares were first issued and sold in October 2023.

(9)The per share amount rounds to less than $0.01 per share in connection with Class I repurchased shares during the period. There are no shares repurchased for Class S and Class D shares.

67

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

The following is a schedule of financial highlights for the six months ended June 30, 2023:

	Six Months Ended June 30, 2023
		Class I
Per share data:
Net asset value, beginning of period		$	24.70
Net investment income (loss) (1)		1.43
Net realized gains (losses) (1)		0.06
Net change in unrealized appreciation (depreciation) (1)		(0.21)
Net increase (decrease) in net assets resulting from operations		1.28
Shareholder distributions from income (2)		(1.35)
Other (3)		—
Net asset value, end of period		$	24.63
Supplemental Data:
Net assets, end of period		$	267,280
Shares outstanding, end of period		10,853,142
Total return		5.31		%
Ratio to average net assets:
Ratio of net expenses to average net assets (4) (5)		4.76		%
Ratio of net investment income (loss) to average net assets (4)		11.67		%
Portfolio turnover rate (6)		3.60		%
Asset coverage ratio		300.96		%

_______________

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

(2)The per share data for distributions reflects the actual amount of distributions declared during the period.

(3)Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.

(4)Ratios are annualized except for expense support amounts relating to organizational costs and interest expense on the Note. The ratio of total expenses to average net assets was 5.01% for the period ending June 30, 2023, excluding the effect of expense support which represented (0.25)%, of average net assets and excluding the effect of waived management fees and incentive fees which represented (0.45)% and (1.01)% of average net assets for the period ending June 30, 2023. Average net assets is calculated utilizing quarterly net assets.

(5)The ratio of interest and debt financing expenses to average net assets for the period ending June 30, 2023 was 3.90%, average net assets is calculated utilizing quarterly net assets.

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

10. SUBSEQUENT EVENTS

The Fund’s management evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the consolidated financial statements as of June 30, 2024, except as discussed below.

Distributions

On July 29, 2024, the Fund declared regular distributions for each class of its Common Shares in the amounts per share set forth below. The distributions for each class of Common Shares are payable on August 28, 2024 to shareholders of record as of July 31, 2024.

	Gross Distribution	Shareholder Servicing Fee	Net Distribution
Class I Common Shares	$0.200	$—	$0.200
Class S Common Shares	$0.200	$0.017	$0.183
Class D Common Shares	$0.200	$0.005	$0.195

68

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data)

Subscriptions

Since inception through the date of issuance of the consolidated financial statements, the Fund has accepted approximately $743.0 million in net proceeds relating to the issuance of Class I shares, Class S shares, and Class D shares.

Formation of SPV III

On July 8, 2024, NCPCIF SPV III, LLC (“SPV III”), a Delaware limited liability company, was formed. SPV III is a wholly owned subsidiary of the Fund.

2024 Debt Securitization

On July 16, 2024 (the “Closing Date”), the Fund completed a $398,700 term debt securitization (the “2024 Debt Securitization”). The term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Fund.

The debt offered in the 2024 Debt Securitization (the “2024 Debt”) was issued and incurred by Churchill NCPCF CLO-I LLC (formerly known as SPV I) (the “2024 Issuer”), a direct, wholly owned, consolidated subsidiary of the Fund, pursuant to (i) an indenture and security agreement, dated as of the Closing Date (the “Indenture”), and (ii) a Class A-L loan agreement, dated as of the closing date (the “Class A-L Loan Agreement”). The 2024 Debt consists of (i) $197 million of AAA-rated Class A Notes, which bear interest at the three-month Term SOFR plus 1.70%; $48 million of AA-rated Class B Notes, which bear interest at the three-month Term SOFR plus 1.95%; $26 million of A-rated Class C Notes, which bear interest at the three-month Term SOFR plus 2.55%; and $92.7 million of Subordinated Notes, which do not bear interests (collectively, the “2024 Notes”) and (ii) $35 million of AAA-rated Class A-L Loans, which bear interest at the three-month Term SOFR plus 1.70% (the “2024 Class A-L Loans”). The Fund directly retained all of the Subordinated Notes.

The 2024 Debt is backed by a diversified portfolio of senior secured and second lien loans. Each of the Indenture and the Class A-L Loan Agreement contain certain conditions pursuant to which loans can be acquired by the 2024 Issuer, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the 2024 Debt. Through July 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Fund, in its capacity as collateral manager of the 2024 Issuer and in accordance with the Fund’s investment strategy, allowing the Fund to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are due on July 20, 2036 and the 2024 Class A-L Loans mature on July 20, 2036.

The Fund serves as collateral manager to the 2024 Issuer under a collateral management agreement and will waive any management fee due to it in consideration for providing these services.

Amendment to Bank of America Credit Facility

On July 16, 2024, Churchill NCPCIF CLO-I LLC (f/k/a NCPIF SPV I LLC) (“SPV I”), a wholly owned subsidiary of Nuveen Churchill Private Capital Income Fund (the “Fund”), entered into Amendment No. 3 to the Credit Agreement (the “Amendment”), amending the Credit Agreement, dated as of April 19, 2022 (as amended on October 4, 2022 and March 21, 2023, and as further amended by the Amendment, the “Credit Agreement”), by and among SPV I, as the borrower, the lenders party thereto, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the Fund, as servicer, relating to the revolving credit facility (the “Bank of America Facility”).

The Amendment, among other things: (i) reduces the maximum amount available under the Bank of America Facility from $250 million to $150 million (which may be increased by up to an additional $100 million through the exercise of an accordion feature, subject to the consent of the increasing lenders); (ii) permits the addition of other subsidiaries of the Fund as co-borrowers with SPV I, and the removal of co-borrowers in connection with a take-out securitization from time to time; (iii) temporarily reduces the commitment fee payable on the unused amount of the commitments from 0.40% to 0.20% until October 16, 2024; and (iv) temporarily reduces the unused portion of the Administrative Agent’s commitments that accrue a further 1.1% commitment fee from 70% of its commitment to 0% prior to February 16, 2025, then to 40% of its commitments until May 16, 2025, then to 60% of its commitments prior to July 16, 2025, and then back to 70% thereafter.

In connection with the Amendment, on July 16, 2024, SPV II, a wholly owned subsidiary of the Fund, entered into a joinder agreement pursuant to which it became a co-borrower under the Credit Agreement (the “Joinder”), and the Fund and SPV II entered into a purchase and sale agreement (the “Sale Agreement”) pursuant to which the Fund agreed to sell and contribute certain collateral loans to SPV II from time to time. In addition, effective July 16, 2024, SPV I was released as a co-borrower under the Credit Agreement in connection with the closing of the 2024 Debt Securitization.

69

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The information in this section contains forward-looking statements, which relate to future events or the future performance or financial condition of Nuveen Churchill Private Capital Income Fund, including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Fund") and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of and elsewhere in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with the “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

We were formed as a Delaware statutory trust on February 8, 2022. We are an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We have elected to be treated, and intend to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Our investment objective is to generate attractive risk-adjusted returns primarily through current income and, secondarily, long-term capital appreciation, by investing in a diversified portfolio of private debt and equity investments in U.S. middle market companies owned by leading private equity firms, which we define as companies with $10 million to $250 million of earnings before interest, taxes, depreciation and amortization (“EBITDA”). We primarily focus on investing in U.S. middle market companies with $10 million to $100 million of EBITDA, which we consider the core middle market.

We primarily invest in first-lien senior secured debt and first-out positions in unitranche loans (collectively “Senior Loan Investments”), as well as junior debt investments, such as second-lien loans, unsecured debt, subordinated debt and last-out positions in unitranche loans (including fixed- and floating-rate instruments and instruments with payment-in-kind income) (“Junior Capital Investments”). Senior Loan Investments and Junior Capital Investments may be originated alongside smaller related common equity positions to the same portfolio companies. Our portfolio also will include larger, stand-alone direct equity co-investments in private-equity backed companies that may or may not be originated alongside or separately from Senior Loan Investments and/or Junior Capital Investments to the applicable portfolio company (“Equity Co-Investments”). We target an investment portfolio consisting, directly or indirectly, of 75% to 90% in Senior Loan Investments, 5% to 25% in Junior Capital Investments and up to 10% in Equity Co-Investments. To support our share repurchase program, we will also invest 5% to 10% of our assets in cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments (“Liquid Investments”). While we seek to achieve the targets described above, the composition of the Fund’s investment portfolio may vary from time to time due to various factors, such as market conditions and the availability of attractive investment opportunities. For example, it is possible that the Fund will from time to time maintain a portfolio exclusively comprised of Senior Loan Investments, Junior Capital Investments or other fixed-income instruments, such as during its initial ramp-up phase.

Churchill PCIF Advisor LLC (the “Adviser” or “PCIF Adviser”), a wholly owned subsidiary of Churchill Asset Management LLC (“Churchill”), is the Fund’s investment adviser. PCIF Adviser is responsible for the overall management of the Fund’s activities and has delegated substantially all of its daily portfolio management obligations to Churchill pursuant to a sub-advisory agreement. Churchill is an indirect subsidiary of Nuveen, LLC (“Nuveen”), the investment management division of TIAA. The Adviser and Churchill also have engaged Nuveen Asset Management, LLC (“Nuveen Asset Management”, and together with Churchill, “Sub-Advisers”), acting through its leveraged finance division, to manage certain of its Liquid Investments (as defined below), subject to the pace and amount of investment activity in the middle market investment program, pursuant to a sub-advisory agreement.

NCPIF SPV I LLC (“SPV I”), NCPIF Equity Holdings LLC (“Equity Holdings”), and NCPIF SPV II LLC (“SPV II”) are wholly owned subsidiaries of the Fund and are consolidated in these consolidated financial statements.

On March 31, 2022, prior to our election to be regulated as a BDC under the 1940 Act, Teachers Insurance and Annuity Association of America (“TIAA”) contributed certain portfolio investments to the Fund and SPV I and, in connection therewith, the Fund entered into the Note (as described below) and issued Class I shares to TIAA.

70

Under our Investment Advisory Agreement with the Adviser, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. The Adviser and Churchill have engaged their affiliate, Nuveen Asset Management, LLC (“Nuveen Asset Management”), acting through its leveraged finance division, to manage certain of its Liquid Investments (as defined below) pursuant to a sub-advisory agreement by and among the Adviser, Churchill, and Nuveen Asset Management (the “NAM Sub-Advisory Agreement”). Under the administration agreement (the “Administration Agreement”) with Churchill BDC Administration LLC (f/k/a Nuveen Churchill Administration LLC), as our administrator (the “Administrator”), we have agreed to reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including, but not limited to, our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. The Adviser, Nuveen Asset Management, and the Administrator are all affiliates and subsidiaries of Nuveen, LLC (“Nuveen”), the investment management division of TIAA.

Key Components of Our Results of Operations

Investments

Our level of investment activity varies substantially from period to period depending on many factors, including the amount we have available to invest as well as the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity in the middle market, the general economic environment and the competitive environment for the types of investments we make, and other market conditions.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. To the extent we qualify as a RIC, we generally will not be subject to U.S federal income tax on any income we timely distribute to our shareholders.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we are generally required to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the 1940 Act, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250.0 million. We also must be organized in the United States to qualify as a BDC.

Revenues

We generate revenue primarily in the form of interest income on our Senior Loan Investments, our Junior Capital Investments and our Liquid Investments, and capital gains and dividend income from our Equity Co-Investments in our portfolio companies. Our Senior Loan Investments typically bear interest at a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate (“SOFR”). Our Junior Capital Investments generally include cash paying subordinated debt (including fixed-rate subordinated loans, which may have a portion of PIK income, and floating-rate second-lien term loans), subordinated PIK notes (with no current cash payments) and/or equity securities (with no current cash payments). Our Liquid Investments includes a portfolio of cash and cash equivalents, liquid fixed-income securities (including broadly syndicated loans) and other liquid credit instruments. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. Original Issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income.

Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Churchill, Nuveen Asset Management and their affiliates are responsible for the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to the Fund. The Fund will bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to the Fund (such as items (iii) and (iv) listed below).

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For the avoidance of doubt, unless the Adviser or Nuveen Asset Management elects to bear or waive any of the following costs, the Fund will bear the following costs:

(i)organization of the Fund;

(ii)calculating NAV (including the cost and expenses of any independent third-party valuation firm);

(iii)expenses, including travel, entertainment, lodging and meal expenses, incurred by the Adviser, Nuveen Asset Management, or members of its investment teams, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights;

(iv)fees and expenses incurred by the Adviser (and its affiliates), Nuveen Asset Management (and its affiliates), or the Administrator (or its affiliates) payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;

(v)any and all fees, costs and expenses incurred in connection with the incurrence of leverage and indebtedness of the Fund, including borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in making, carrying, funding and/or otherwise resolving investment guarantees);

(vi)offerings, sales, and repurchases of the Common Shares and other securities;

(vii)fees and expenses payable under the Intermediary Manager Agreement and selected dealer agreements, if any;

(viii)investment advisory fees payable under Section 7 of the Advisory Agreement;

(ix)administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and the Administrator, based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including the allocable portion of the cost of the Fund’s chief financial officer and chief compliance officer and their respective staffs);

(x)costs incurred in connection with investor relations and Board relations;

(xi)any applicable administrative agent fees or loan arranging fees incurred with respect to portfolio investments by the Adviser, Nuveen Asset Management (and its affiliates), the Administrator or an affiliate thereof;

(xii)any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Fund (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant, software licensing, data management and recovery services fees and expenses);

(xiii)transfer agent, dividend agent and custodial fees and expenses;

(xiv)federal and state registration fees;

(xv)all costs of registration and listing the Common Shares on any securities exchange;

(xvi)federal, state and local taxes;

(xvii)independent trustees’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;

(xviii)costs of preparing and filing reports or other documents required by the SEC, FINRA, U.S. Commodity Futures Trading Commission, or other regulators, and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities and/or other regulatory filings, notices or disclosures of the Adviser, Nuveen Asset Management, and their respective affiliates relating to the Fund and its activities;

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(xix)costs of any reports, proxy statements or other notices to shareholders, including printing costs;

(xx)fidelity bond, trustees’ and officers’/errors and omissions liability insurance, and any other insurance premiums;

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

(xxii)proxy voting expenses;

(xxiii)all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including in connection with the distribution reinvestment plan or the share repurchase program;

(xxiv)costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;

(xxv)the allocated costs incurred by the Adviser, Nuveen Asset Management, and/or the Administrator in providing managerial assistance to those portfolio companies that request it;

(xxvi)allocable fees and expenses associated with marketing efforts on behalf of the Fund;

(xxvii)all fees, costs and expenses of any litigation involving the Fund or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, Trustee and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to Fund’s affairs;

(xxviii)fees, costs and expenses of winding up and liquidating the Fund’s assets; and

(xxix)all other expenses incurred by the Fund, the Adviser, Nuveen Asset Management, or the Administrator in connection with administering the Fund’s business.

With respect to (i) above, Nuveen Alternative Holdings LLC, an affiliate of Nuveen Asset Management, agreed to advance (or cause one or more of its affiliates to advance) all of our organization and offering expenses on our behalf through the Escrow Break Date. Unless Nuveen Alternative Holdings elects to cover such expenses pursuant to the expense support and conditional reimbursement agreement with the Adviser (the “Expense Support Agreement”), we may be obligated to reimburse Nuveen Alternative Holdings under the terms of the Expense Support Agreement for such advanced expenses. Any reimbursements will not exceed actual expenses incurred by Nuveen Alternative Holdings.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.

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Portfolio and Investment Activity

Portfolio Composition

Our portfolio and investment activity for the three and six months ended June 30, 2024 and 2023 is presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):

	Three Months Ended June 30,
	2024		2023
Investments:
Total investments, beginning of period	$	633,269	$	382,694
Purchase of investments	339,745		23,354
Proceeds from principal repayments and sales of investments	(38,896)		(12,069)
Payment-in-kind interest	1,028		506
Amortization of premium/accretion of discount, net	266		210
Net realized gain (loss) on investments	92		610
Total investments, end of period	$	935,504	$	395,305
Portfolio companies, beginning of period	192		74
Number of new portfolio companies funded	35		8
Number of portfolio companies sold or repaid	(6)		(1)
Portfolio companies, end of period	221		81
Count of investments	340		135
Count of industries	31		21

	Six Months Ended June 30,
	2024		2023
Investments:
Total investments, beginning of period	$	516,168	$	352,998
Purchase of investments	480,971		53,529
Proceeds from principal repayments and sales of investments	(64,295)		(13,404)
Payment-in-kind interest	1,912		1,074
Amortization of premium/accretion of discount, net	603		490
Net realized gain (loss) on investments	145		618
Total investments, end of period	$	935,504	$	395,305
Portfolio companies, beginning of period	159		64
Number of new portfolio companies funded	75		18
Number of portfolio companies sold or repaid	(13)		(1)
Portfolio companies, end of period	221		81
Count of investments	340		135
Count of industries	31		21

As of June 30, 2024, our portfolio companies had a weighted average reported EBITDA (including all private debt investments and excluding quoted assets) of $75.4 million. Including the quoted assets, our portfolio companies had a weighted average reported EBITDA of $331.2 million. EBITDA amounts are derived from the most recently available portfolio company financial statements and are weighted based on the fair market value of each respective investment as of its most recent valuation.

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As of June 30, 2024 and December 31, 2023, our investments consisted of the following (dollar amounts in thousands):

	June 30, 2024						December 31, 2023
	Amortized Cost		Fair Value		% of Fair Value		Amortized Cost		Fair Value		% of Fair Value
First-Lien Term Loans	$	822,901	$	818,315	88.03	%	$	402,858	$	399,882	78.10	%
Subordinated Debt (1)	99,438		96,857		10.42	%	103,888		101,930		19.90	%
Equity Investments	13,165		14,442		1.55	%	9,422		10,224		2.00	%
Total	$	935,504	$	929,614	100.00	%	$	516,168	$	512,036	100.00	%
Largest portfolio company investment	$	21,086	$	21,556	2.32	%	$	10,731	$	10,986	2.15	%
Average portfolio company investment	$	4,233	$	4,206	0.45	%	$	3,246	$	3,220	0.63	%

_______________

(1)As of June 30, 2024, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $50,495 and mezzanine debt of $46,362 at fair value, and second lien term loans and/or second lien notes of $51,746 and mezzanine debt of $47,692 at amortized cost. As of December 31, 2023, Subordinated Debt is comprised of second lien term loans and/or second lien notes of $52,170 and mezzanine debt of $49,760 at fair value, and second lien term loans and/or second lien notes of $53,365 and mezzanine debt of $50,523 at amortized cost.

The industry composition of our portfolio as a percentage of fair value as of June 30, 2024 and December 31, 2023 was as follows:

Industry	June 30, 2024		December 31, 2023
Aerospace & Defense	1.39	%	2.07	%
Automotive	1.77	%	1.10	%
Banking, Finance, Insurance, Real Estate	2.94	%	1.49	%
Beverage, Food & Tobacco	6.56	%	10.39	%
Capital Equipment	6.05	%	4.28	%
Chemicals, Plastics & Rubber	2.57	%	3.80	%
Construction & Building	4.91	%	4.78	%
Consumer Goods: Durable	3.06	%	3.76	%
Consumer Goods: Non-durable	4.49	%	5.97	%
Containers, Packaging & Glass	1.82	%	3.49	%
Diversified Conglomerate Service	0.19	%	—	%
Energy: Electricity	2.35	%	0.43	%
Energy: Oil & Gas	1.04	%	3.08	%
Environmental Industries	3.17	%	3.04	%
Healthcare & Pharmaceuticals	9.44	%	10.08	%
High Tech Industries	9.57	%	4.81	%
Hotel, Gaming & Leisure	0.55	%	0.44	%
Media: Advertising, Printing & Publishing	1.06	%	1.33	%
Media: Broadcasting & Subscription	0.64	%	0.80	%
Media: Diversified & Production	0.56	%	—	%
Metals and Mining	0.28	%	0.10	%
Retail	0.03	%	—	%
Services: Business	16.86	%	16.82	%
Services: Consumer	4.91	%	5.73	%
Sovereign & Public Finance	0.70	%	0.77	%
Telecommunications	3.21	%	2.33	%
Transportation: Cargo	3.86	%	2.32	%
Transportation: Consumer	1.82	%	0.78	%
Utilities: Electric	0.73	%	0.51	%
Utilities: Water	0.79	%	—	%
Wholesale	2.68	%	5.50	%
Total	100.00	%	100.00	%

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The weighted average yields of our investments as of June 30, 2024 and December 31, 2023 was as follows:

	June 30, 2024		December 31, 2023
Weighted average yield on debt and income producing investments, at cost (1)	10.52	%	11.33	%
Weighted average yield on debt and income producing investments, at fair value (1)	10.60	%	11.44	%
Percentage of debt investments bearing a floating rate	91.25	%	84.74	%
Percentage of debt investments bearing a fixed rate	8.75	%	15.26	%

_______________

(1)There were no investments on non-accrual status as of June 30, 2024 and December 31, 2023.

As of June 30, 2024, 66.98% and 66.78% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of December 31, 2023, 73.75% and 73.86% of our debt and income producing investments at cost and at fair value, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiary’s fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 11.33% to 10.52% from December 31, 2023 to June 30, 2024. The decrease in weighted average yields was primarily due to the tightening of spreads in new investments entered into during the period.

While the macro-economic environment continues to present challenges for borrowers, with interest rates remaining at elevated levels, we believe the current environment for private credit remains attractive. Spreads continued to tighten in the first half of 2024 amidst increased competition in the broadly syndicated loan market and healthy issuance levels of collateralized loan obligations ("CLO"), but remain compelling relative to historical levels.

As financial markets stabilize and private equity firms become more active in an effort to deploy dry powder and return capital to their investors we are seeing private equity mergers and acquisitions ("M&A") volumes increase, leading to higher levels of demand for middle-market financings. Prepayment activity is also increasing as a result, driven primarily by M&A activity, but also in part by repricing and refinancing while spreads continue to tighten. While prepayments serve as an offset to new transaction activity, we believe that lenders who are well positioned with available liquidity as well as incumbent positions in portfolio companies will benefit from increased levels of activity in the market.

Keeping the macro-economic environment in mind, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality and strong levels of free cash flow generation. While we are not seeing signs of a broad-based deterioration in our performance or that of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.

Asset Quality

In addition to various risk management and monitoring tools, we use the Adviser’s investment rating system to characterize and monitor the credit profile and expected level of returns on each investment in our portfolio, with the exception of the Liquid Investments managed by the leveraged finance division of Nuveen Asset Management. Each Investment Team intends to utilize a systematic, consistent approach to credit evaluation, with a particular focus on an acceptable level of debt repayment and deleveraging under a “base case” set of projections (the “Base Case”), which reflects a more conservative estimate than the set of projections provided by a prospective portfolio company (the “Management Case”). The following is a description of the conditions associated with each investment rating:

1.Performing - Superior: Borrower is performing significantly above Management Case.

2.Performing - High: Borrower is performing at or near the Management Case (i.e., in a range slightly below to slightly above).

3.Performing - Low Risk: Borrower is operating well ahead of the Base Case to slightly below the Management Case.

4.Performing - Stable Risk: Borrower is operating at or near the Base Case (i.e., in a range slightly below to slightly above). This is the initial rating assigned to all new borrowers.

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5.Performing - Management Notice: Borrower is operating below the Base Case. Adverse trends in business conditions and/or industry outlook are viewed as temporary. There is no immediate risk of payment default and only a low to moderate risk of covenant default.

6.Watch List - Low Maintenance: Borrower is operating below the Base Case, with declining margin of protection. Adverse trends in business conditions and/or industry outlook are viewed as probably lasting for more than a year. Payment default is still considered unlikely, but there is a moderate to high risk of covenant default.

7.Watch List - Medium Maintenance: Borrower is operating well below the Base Case, but has adequate liquidity. Adverse trends are more pronounced than in Internal Risk Rating 6 above. There is a high risk of covenant default, or it may have already occurred. Payments are current, although subject to greater uncertainty, and there is a moderate to high risk of payment default.

8.Watch List - High Maintenance: Borrower is operating well below the Base Case. Liquidity may be strained. Covenant default is imminent or may have occurred. Payments are current, but there is a high risk of payment default. Negotiations to restructure or refinance debt on normal terms may have begun. Further significant deterioration appears unlikely and no loss of principal is currently anticipated.

9.Watch List - Possible Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Liquidity is strained. Payment default may have occurred or is very likely in the short term unless creditors grant some relief. Loss of principal is possible.

10.Watch List - Probable Loss: At the current level of operations and financial condition, the borrower does not have the ability to service and ultimately repay or refinance all outstanding debt on current terms. Payment default is very likely or may have already occurred. Liquidity is extremely limited. The prospects for improvement in the borrower’s situation are sufficiently negative that loss of some or all principal is probable.

The Adviser regularly monitors and, when appropriate, changes the investment rating assigned to each investment in our portfolio, excluding Liquid Investments managed by the leveraged finance division of Nuveen Asset Management. Each investment team will review the investment ratings in connection with monthly or quarterly portfolio reviews. Based on a generally uncertain economic outlook in the United States (which includes a possible recession), we have increased oversight and analysis of credits in any vulnerable industries to mitigate any decline in loan performance and reduce credit risk.

The following table shows the investment ratings of the investments in our portfolio (dollar amounts in thousands):

	June 30, 2024					December 31, 2023
	Fair Value(1)		% of Portfolio		Number of Portfolio Companies(1)	Fair Value(1)		% of Portfolio		Number of Portfolio Companies(1)
1	$	—	—	%	—	$	—	—	%	—
2	—		—		—	—		—		—
3	68,798		7.40		7	42,066		8.22		7
4	590,556		63.53		121	347,567		67.88		89
5	36,098		3.88		7	61,745		12.06		10
6	26,729		2.88		5	16,554		3.23		3
7	—		—		—	—		—		—
8	3,643		0.39		1	—		—		—
9	—		—		—	—		—		—
10	—		—		—	—		—		—
Total	$	725,824	78.08	%	141	$	467,932	91.39	%	109

(1)Liquid Investments managed by the leveraged finance division of Nuveen Asset Management are excluded from the investment ratings table. As of June 30, 2024, there were 80 portfolio companies in the Liquid Investments portfolio, which had a total fair value of $203,790 or 21.92% of the portfolio. As of December 31, 2023, there were 50 portfolio companies in the Liquid Investments portfolio, which had a total fair value of $44,104 or 8.61% of the portfolio.

As of June 30, 2024 and December 31, 2023, the weighted average Internal Risk Rating of our investment portfolio was 4.1 and 4.1, respectively.

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Results of Operations

Operating results for the three and six months ended June 30, 2024 and 2023 were as follows (dollar amounts in thousands):

	Three Months Ended June 30,
	2024		2023
Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	18,655	$	10,594
Payment-in-kind interest income	1,026		506
Dividend income	10		25
Other income	252		12
Total investment income	19,943		11,137
Expenses:
Interest and debt financing expenses	1,271		2,598
Professional fees	223		214
Management fees (See Note 5)	1,084		165
Income based incentive fees (See Note 5)	2,391		373
Board of Trustees’ fees	127		127
Administration fees	200		120
Other general and administrative expenses	509		132
Distribution and shareholder servicing fees
Class S	24		—
Class D	8		—
Offering costs	143		150
Total expenses	5,980		3,879
Expense support (See Note 5)	(166)		(174)
Management fees waived (See Note 5)	(865)		(165)
Incentive fees waived (See Note 5)	(2,391)		(373)
Net expenses	2,558		3,167
Net investment income (loss)	17,385		7,970
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments	92		610
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated company investments	580		(1,209)
Income tax (provision) benefit	67		—
Total net change in unrealized gain (loss)	647		(1,209)
Total net realized and change in unrealized gains (losses)	739		(599)
Net increase (decrease) in net assets resulting from operations	$	18,124	$	7,371

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	Six Months Ended June 30,
	2024		2023
Investment income:
Non-controlled/non-affiliated company investments:
Interest income	$	33,626	$	20,175
Payment-in-kind interest income	1,898		1,074
Dividend income	59		98
Other income	415		31
Total investment income	35,998		21,378
Expenses:
Interest and debt financing expenses	4,297		5,074
Professional fees	319		415
Management fees (See Note 5)	1,773		165
Income based incentive fees (See Note 5)	4,146		373
Board of Trustees’ fees	252		252
Administration fees	366		238
Other general and administrative expenses	687		262
Distribution and shareholder servicing fees
Class S	38		—
Class D	12		—
Offering costs	315		281
Total expenses	12,205		7,060
Expense support (See Note 5)	(361)		(329)
Management fees waived (See Note 5)	(1,554)		(165)
Incentive fees waived (See Note 5)	(4,146)		(373)
Net expenses	6,144		6,193
Net investment income (loss)	29,854		$	15,185
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on non-controlled/non-affiliated company investments	145		618
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated company investments	(1,758)		(2,239)
Income tax (provision) benefit	(4)		—
Total net change in unrealized gain (loss)	(1,762)		(2,239)
Total net realized and change in unrealized gains (losses)	(1,617)		(1,621)
Net increase (decrease) in net assets resulting from operations	$	28,237	$	13,564

A net increase (decrease) in net assets resulting from operations will vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment portfolio.

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Investment Income

On March 31, 2022, prior to the Fund’s election to be regulated as a BDC under the 1940 Act, TIAA contributed certain portfolio investments to the Fund and SPV I. The Fund accrued investment income on this portfolio beginning April 1, 2022.

Investment income increased to $19.9 million and $36.0 million for the three and six months ended June 30, 2024, respectively, from $11.1 million and $21.4 million for the comparable period in the prior year, respectively, primarily due to increased investment activities driven by an increase in our deployed capital, slightly offset by a decrease in the weighted average yield of our debt and income producing investments as a result of spread tightening. As of June 30, 2024, the size of our portfolio increased to $935.5 million from $395.3 million, as of June 30, 2023, at cost. As of June 30, 2024, the weighted average yield of our debt and income producing investments decreased to 10.52% from 11.44% as of June 30, 2023, at cost, primarily due to the tightening of spreads in new investments entered during the period. We expect our portfolio will continue to grow as we raise and deploy capital through our offering and our investment income to grow commensurately. The shifting environment in base interest rates, such as SOFR and alternate rates, may affect our investment income over the long term.

Expenses

Total expenses before expense support and waived fees increased to $6.0 million and $12.2 million for the three and six months ended June 30, 2024, respectively, from $3.9 million and $7.1 million for the three and six months ended June 30, 2023, respectively, primarily due to the accrual of the management fee and the income based incentive fee following the Escrow Break Date. Our Adviser agreed to waive 100% of the management fee until June 1, 2024, the expiry of twelve months from the Escrow Break Date, and 50% of the management fee for the period from June 1, 2024 through December 31, 2024. Our Adviser also agreed to waive the income based incentive fee until December 31, 2024.

Interest and debt financing expenses decreased for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily due to lower average daily borrowings, offset by higher average interest rates. The average daily borrowings for the three and six months ended June 30, 2024 was $52.9 million and $100.2 million, respectively, compared to $132.3 million and $136.9 million for the three and six months ended June 30, 2023, respectively. The average interest rate for the three and six months ended June 30, 2024 was 9.36% and 8.45%, respectively, compared to 7.75% and 7.36% for the three and six months ended June 30, 2023, respectively.

The expense support amount represents the amount of expenses paid by the Adviser on our behalf in accordance with the Expense Support Agreement. These expenses are subject to reimbursement by us in accordance with the terms of the Expense Support Agreement.

Net realized gain (loss) and Net change in unrealized gains (losses) on investments

We had a net realized gain on investments of $92 thousand for the three months ended June 30, 2024 primarily driven by full or partial realizations and repayments of our investments compared to a net realized gain of $610 thousand for the three months ended June 30, 2023. For the six months ended June 30, 2024, we had a net realized gain on investments of $145 thousand primarily driven by full or partial realizations and repayments of our investments compared to a net realized gain of $618 thousand for the six months ended June 30, 2023.

We recorded a net change in unrealized gain of $0.6 million for the three months ended June 30, 2024, compared to a net unrealized loss of $(1.2) million for the three months ended June 30, 2023, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period. We recorded a net change in unrealized loss of $(1.8) million for the six months ended June 30, 2024, compared to a net unrealized loss of $(2.2) million for the six months ended June 30, 2023, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash primarily from (i) the net proceeds of our offering of Common Shares, (ii) cash flows from income earned from our investments and principal repayments, (iii) proceeds from net borrowings on our Bank of America Credit Facility and (iv) any future offerings of our equity or debt securities.

Our primary uses of cash will be for (i) investments in portfolio companies in accordance with investment objective and investment strategies and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying the Adviser and the Administrator), (iii) cost of any borrowings under our Bank of America Credit Facility or other financing arrangements, (iv) funding repurchases under our share repurchase program, and (v) cash distributions to the holders of our Common

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Shares. Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances.

Cash and cash equivalents as of June 30, 2024, taken together with our available debt, are expected to be sufficient for our investment activities and to conduct our operations in the near term. As of June 30, 2024, we had $104.9 million available borrowings under our Bank of America Credit Facility.

For the six months ended June 30, 2024, our cash and cash equivalents balance increased by $12.7 million. During that period, $291.9 million was used in operating activities, primarily due to investment purchases of $481.0 million, offset by $64.3 million in repayments and sales of investments in portfolio companies. During the same period, $304.6 million was provided by financing activities, consisting primarily of proceeds from issuance of Common Shares and issuance of secured borrowings of $367.8 million and $268.1 million, respectively, offset by repayments of secured borrowings of $310.9 million.

For the six months ended June 30, 2023, our cash and cash equivalents balance decreased by $55.3 million. During that period, $26.2 million was used in operating activities, primarily due to investment purchases of $53.5 million, offset by $13.4 million in repayments and sales of investments in portfolio companies. During the same period, $29.1 million was used in financing activities, consisting primarily of proceeds from secured borrowings of $42.0 million, and repayments of secured borrowings of $64.0 million.

Net Worth of Sponsors

The North American Securities Administrators Association (“NASAA’), in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the “Omnibus Guidelines”), requires that our affiliates and Adviser, or our Sponsor, as defined under the Omnibus Guidelines, have an aggregate financial net worth, exclusive of home, automobiles and home furnishings, of the greater of either $100,000, or 5.0% of the first $20 million of both the gross amount of securities currently being offered in our offering and the gross amount of any originally issued direct participation program securities sold by our affiliates and sponsors within the past 12 months, plus 1.0% of all amounts in excess of the first $20 million. Based on these requirements, our Adviser and its affiliates, while not liable directly or indirectly for any indebtedness we may incur, have an aggregate financial net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.

Equity

The Fund is authorized to issue an unlimited number of Common Shares. On March 30, 2022, we issued an initial 40 Class I shares to TIAA in connection with our formation. On March 31, 2022, TIAA contributed certain portfolio investments to the Fund in the amount of $296,231 (fair value as of March 31, 2022). In connection therewith, the Fund entered into the Note with TIAA as the lender (as described in Note 5), and issued to TIAA shares of the Fund’s Class I shares of beneficial interest. The Fund fully repaid the balance of the Note to TIAA on June 3, 2022. As of June 30, 2024, TIAA owned 7,585,205 shares of the Fund’s Class I shares of beneficial interest.

As of June 1, 2023 (the “Escrow Break Date”), the Fund had satisifed the minimum offering requirement and the Board authorized the release of proceeds from escrow.

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The following table presents transactions in Common Shares during the three months ended June 30, 2024 (dollars in thousands except share amounts):

	Three Months Ended June 30, 2024
	Shares	Amount
CLASS S
Subscriptions	155,947	$	3,832
Share transfers between classes	—	—
Distributions reinvested	3,804	94
Net increase (decrease)	159,751	$	3,926
CLASS D
Subscriptions	203,840	$	5,019
Distributions reinvested	7,875	194
Net increase (decrease)	211,715	$	5,213
CLASS I
Subscriptions	9,612,049	$	236,716
Share transfers between classes	—	—
Distributions reinvested	176,547	4,350
Shares repurchases, net of early repurchase deduction	(13,380)	(324)
Net increase (decrease)	9,775,216	$	240,742

The following table presents transactions in Common Shares during the six months ended June 30, 2024 (dollars in thousands except share amounts):

	Six Months Ended June 30, 2024
	Shares	Amount
CLASS S
Subscriptions	346,112	$	8,530
Share transfers between classes	(4,107)	(101)
Distributions reinvested	5,762	142
Net increase (decrease)	347,767	$	8,571
CLASS D
Subscriptions	455,109	$	11,234
Distributions reinvested	10,980	271
Net increase (decrease)	466,089	$	11,505
CLASS I
Subscriptions	14,111,476	$	348,064
Share transfers between classes	4,104	101
Distributions reinvested	229,673	5,664
Shares repurchases, net of early repurchase deduction	(24,707)	(597)
Net increase (decrease)	14,320,546	$	353,232

The Fund determines NAV for each class of Common Shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents each month-end NAV per share for Class S, Class D, and Class I common shares for the six months ended June 30, 2024:

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	NAV Per Share
For the Month Ended	Class S	Class D	Class I
January 31, 2024	$24.71	$24.73	$24.74
February 29, 2024	$24.72	$24.75	$24.75
March 31, 2024	$24.58	$24.61	$24.62
April 30, 2024	$24.59	$24.63	$24.63
May 31, 2024	$24.60	$24.64	$24.65
June 30, 2024	$24.64	$24.68	$24.69

Distributions

The following table summarizes the Fund’s distributions declared from inception through June 30, 2024 (dollars in thousands, except per share amounts):

			Class S
Declaration Date	Record Date	Payment Date	Distribution per Share	Distribution Amount
October 27, 2023	October 31, 2023	November 28, 2023	$0.233	$9
November 27, 2023	November 30, 2023	December 28, 2023	$0.233	$17
December 28, 2023	December 31, 2023	January 29, 2024	$0.233	$35
January 26, 2024	January 31, 2024	February 28, 2024	$0.233	$51
February 28, 2024	February 29, 2024	March 28, 2024	$0.233	$60
March 28, 2024	March 31, 2024	April 29, 2024	$0.233	$79
April 26, 2024	April 30, 2024	May 28, 2024	$0.183	$70
May 29, 2024	May 31, 2024	June 28, 2024	$0.183	$87
June 28, 2024	June 30, 2024	July 29, 2024	$0.183	$91

			Class D
Declaration Date	Record Date	Payment Date	Distribution per Share	Distribution Amount
October 27, 2023	October 31, 2023	November 28, 2023	$0.245	$2
November 27, 2023	November 30, 2023	December 28, 2023	$0.245	$11
December 28, 2023	December 31, 2023	January 29, 2024	$0.245	$26
January 26, 2024	January 31, 2024	February 28, 2024	$0.245	$39
February 28, 2024	February 29, 2024	March 28, 2024	$0.245	$59
March 28, 2024	March 31, 2024	April 29, 2024	$0.245	$89
April 26, 2024	April 30, 2024	May 28, 2024	$0.195	$90
May 29, 2024	May 31, 2024	June 28, 2024	$0.195	$105
June 28, 2024	June 30, 2024	July 29, 2024	$0.195	$112

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			Class I
Declaration Date	Record Date	Payment Date	Distribution per Share		Distribution Amount
September 30, 2022	September 30, 2022	October 28, 2022	$0.870	(1)	$9,170
October 31, 2022	October 31, 2022	November 28, 2022	$0.180		$1,897
November 30, 2022	November 30, 2022	December 28, 2022	$0.190		$2,003
December 31, 2022	December 31, 2022	January 28, 2023	$0.295	(2)	$3,109
January 31, 2023	January 31, 2023	February 28, 2023	$0.200		$2,108
February 28, 2023	February 28, 2023	March 28, 2023	$0.200		$2,108
March 31, 2023	March 31, 2023	April 28, 2023	$0.230		$2,424
April 28, 2023	April 30, 2023	May 26, 2023	$0.240		$2,530
May 25, 2023	May 31, 2023	June 28, 2023	$0.240		$2,530
June 28, 2023	June 30, 2023	July 28, 2023	$0.240		$2,605
July 28, 2023	July 31, 2023	August 28, 2023	$0.270	(3)	$3,081
August 23, 2023	August 31, 2023	September 28, 2023	$0.270	(3)	$3,133
September 29, 2023	September 30, 2023	October 27, 2023	$0.250		$3,070
October 27, 2023	October 31, 2023	November 28, 2023	$0.250		$3,244
November 27, 2023	November 30, 2023	December 28, 2023	$0.250		$3,435
December 28, 2023	December 31, 2023	January 29, 2024	$0.250		$3,523
January 26, 2024	January 31, 2024	February 28, 2024	$0.250		$3,626
February 28, 2024	February 29, 2024	March 29, 2024	$0.250		$3,735
March 28, 2024	March 31, 2024	April 29, 2024	$0.250		$4,661
April 26, 2024	April 30, 2024	May 28, 2024	$0.200		$4,382
May 29, 2024	May 31, 2024	June 28, 2024	$0.200		$5,577
June 28, 2024	June 30, 2024	July 29, 2024	$0.200		$5,685

_______________

(1)Represents monthly distribution of $0.14 per share for each of April 2022, May 2022 and June 2022, and monthly distribution of $0.15 per share for each of July 2022, August 2022 and September 2022.

(2)Comprised of $0.19 regular distribution and $0.105 supplemental distribution attributable to accrued net investment income.

(3)Comprised of $0.25 regular distribution and $0.020 special distribution attributable to accrued net investment income.

Distribution Reinvestment Plan

The Fund has adopted a distribution reinvestment plan, pursuant to which it will reinvest all cash distributions declared by the Board on behalf of its shareholders who do not elect to receive their distributions in cash, except for shareholders in certain states. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares, rather than receiving the cash dividend or other distribution. Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors and clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional Common Shares. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

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Share Repurchase Program

Beginning with the fiscal quarter ended September 30, 2023, the Fund commenced a share repurchase program in which it intends to repurchase in each quarter, at the discretion of the Board, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board, in its sole discretion, may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Fund’s shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. Following any such suspension, the Board will consider on at least a quarterly basis whether the continued suspension of the share repurchase program is in the best interest of the Fund and shareholders, and will reinstate the share repurchase program when and if appropriate and subject to its fiduciary duty to the Fund and shareholders. However, our Board is not required to authorize the recommencement of our share repurchase program within any specified period of time. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act and the 1940 Act. All Common Shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued.

Under the share repurchase program, to the extent the Fund offers to repurchase Common Shares in any particular quarter, the Fund expects to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Common Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders. The repurchase of the Adviser’s shares, if any, will be on the same terms and subject to the same limitations as other shareholders under the share repurchase program.

Payment for repurchased shares may require us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser intends to take measures, subject to policies as may be established by our Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares. Class I shares owned by TIAA will be subject to the following restrictions. TIAA may submit its Class I shares for repurchase beginning on March 31, 2027. Beginning March 31, 2027, the total amount of TIAA shares eligible for repurchase will be limited to no more than 1.67% of our aggregate NAV per calendar quarter; provided that, if in any quarter the total amount of aggregate repurchase requests of all classes of Common Shares does not exceed the share repurchase program limit of 5% of the aggregate NAV per calendar quarter, these redemption limits on the TIAA shares will not apply for that quarter, and TIAA will be entitled to submit its shares for repurchase up to the overall share repurchase program limits.

For the six months ended June 30, 2024, approximately 24,707 Class I Common Shares were repurchased. For the six months ended June 30, 2023, no Common Shares were repurchased.

The following table presents the share repurchases completed for the six months ended June 30, 2024:

Offer Date	Class	Tender Offer Expiration	Repurchase Price per share		Repurchased Amount (2)		Shares Repurchased (1)
February 29, 2024	Class I	March 29, 2024	$	24.62	$	273	11,327
May 30, 2024	Class I	June 28, 2024	$	24.69	$	324	13,380

_______________

(1)All repurchase requests were satisfied in full.

(2)Amounts shown net of Early Repurchase Deduction.

Income Taxes

The Fund has elected to be regulated as a BDC under the 1940 Act. The Fund also intends to qualify annually to be treated as a RIC under the Code. So long as the Fund maintains its RIC tax treatment, it generally will not be subject to U.S federal income tax on any ordinary income or capital gains that it timely distributes to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s investors and would not be reflected in the financial statements of the Fund.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet

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the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

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

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

Bank of America Credit Facility

In accordance with the 1940 Act, the Fund is only permitted to borrow amounts such that its asset coverage, as defined in the 1940 Act, is maintained at a level of at least 150% after such borrowing. The Fund’s asset coverage was 691.70% and 314.08% as of June 30, 2024 and December 31, 2023, respectively.

On April 19, 2022, SPV I entered into a credit agreement (the “Credit Agreement” and the revolving credit facility thereunder, the “Bank of America Credit Facility”) with the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent, the Fund, as servicer, U.S. Bank Trust Company, National Association, as collateral administrator, and U.S. Bank National Association, as collateral custodian.

On October 4, 2022, SPV I entered into Amendment No. 1 to the Credit Agreement (the “Amendment”). The Amendment, among other things: (i) increased the maximum amount available under the Bank of America Credit Facility from $200 million to $250 million; and (ii) increased the rate to be paid from Daily SOFR (as defined below) plus 2.00% to Daily SOFR plus 2.15% with a “step up” on the one year anniversary of the Closing Date (as defined in the Amendment) increasing from Daily SOFR plus 2.15% to Daily SOFR plus 2.40%, as reflected in the Amendment.

Borrowings under the Credit Agreement are secured by all of the assets held by SPV I and bear interest based on either (x) an annual rate equal to SOFR determined for any day (“Daily SOFR”) for the relevant interest period, plus an applicable spread, or (y) the highest of (i) the Federal Funds Rate plus an applicable spread, (ii) the Prime Rate in effect for any day and (iii) Daily SOFR plus an applicable spread. Interest is payable monthly in arrears. Advances under the Credit Agreement are secured by a pool of broadly-syndicated and middle-market loans subject to eligibility criteria and advance rates specified in the Credit Agreement. Advances under the Credit Agreement may be prepaid and reborrowed at any time during the Availability Period (as defined therein), and SPV I may terminate or reduce the facility amount subject to certain conditions. As of June 30, 2024, the Bank of America Credit Facility bears interest at a rate of Daily SOFR, reset daily plus 2.40% per annum. Interest is payable monthly in arrears. Any amounts borrowed under the Credit Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) April 19, 2027, the fifth anniversary of the effective date of April 19, 2022, or (ii) upon certain other events in connection with a refinancing under the Credit Agreement. Borrowing under the Credit Agreement is subject to certain restrictions contained in the 1940 Act.

Prior to the closing of the Bank of America Credit Facility, the Fund contributed and/or sold certain assets to SPV I pursuant to a contribution and sale agreement and TIAA contributed and/or sold certain assets to SPV I pursuant to a master participation and assignment agreement, and the Fund expects to contribute and/or sell additional assets to SPV I pursuant to a contribution and sale agreement in the future. The Fund may, but will not be required to, repurchase and/or substitute certain assets previously transferred to SPV I subject to the conditions specified in the contribution and sale agreement and the Credit Agreement.

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The fair value of the Bank of America Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2024 and as of December 31, 2023, approximates their carrying values. The following table presents outstanding borrowings as of June 30, 2024 and December 31, 2023:

	June 30, 2024
	Bank of America Credit Facility		Total
Total Commitment	$	250,000	$	250,000
Borrowings Outstanding (1)	123,000		123,000
Unused Portion (2)	127,000		127,000
Amount Available (3)	104,855		104,855

_______________

(1)Borrowings outstanding on the consolidated statements of assets and liabilities are net of deferred financing costs.

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

(3)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

	December 31, 2023
	Bank of America Credit Facility		Total
Total Commitment	$	250,000	$	250,000
Borrowings Outstanding (1)	165,750		165,750
Unused Portion (2)	84,250		84,250
Amount Available (3)	51,883		51,883

_______________

(1)Borrowings outstanding on the consolidated statements of assets and liabilities are net of deferred financing costs.

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

(3)Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

For the three months ended June 30, 2024 and 2023, the components of interest expense and debt financing expenses were as follows:

	Three Months Ended June 30,
	2024			2023
Borrowing interest expense	$	1,029		$	2,441
Unused fees	200			118
Amortization of deferred financing costs (1)	42			39
Total interest and debt financing expenses	$	1,271		$	2,598
Average interest rate (2)	9.36		%	7.75		%
Average daily borrowings	$	52,925		$	132,335

_____________

(1) For the three months ended June 30, 2024 and 2023, $0 and $2, respectively, of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement.

(2) Average interest rate includes borrowing interest expense and unused fees.

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For the six months ended June 30, 2024 and 2023, the components of interest expense and debt financing expenses were as follows:

	Six Months Ended June 30,
	2024			2023
Borrowing interest expense	$	3,909		$	4,769
Unused fees	303			227
Amortization of deferred financing costs (1)	85			78
Total interest and debt financing expenses	$	4,297		$	5,074
Average interest rate (2)	8.45		%	7.36		%
Average daily borrowings	$	100,214		$	136,890

_______________

(1) For the six months ended June 30, 2024 and 2023, $0 and $2, respectively, of deferred financing costs were designated for reimbursement pursuant to the Expense Support Agreement.

(2) Average interest rate includes borrowing interest expense and unused fees.

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•the Advisory Agreement;

•the Sub-Advisory Agreements;

•the Administration Agreement; and

•the Expense Support Agreement.

In addition to the aforementioned agreements, the SEC has granted an exemptive order (the “Order”) that permits us to participate in negotiated co-investment transactions with certain other funds and accounts sponsored or managed by either of the Adviser and/or their affiliates. Co-investment under the Order is subject to certain conditions therein, including the condition that, in the case of each co-investment transaction, the Board determines that it would be in the Fund’s best interest to participate in the transaction. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs through December 31, 2020 (the “Temporary Relief”), BDCs were permitted, subject to the satisfaction of certain conditions, to complete follow-on investments in existing portfolio companies with certain affiliates that are private funds if such private funds did not hold an investment in such existing portfolio company. Without the Temporary Relief, such private funds would not be able to participate in such follow-on investments unless the private funds had previously acquired securities of the portfolio company in a co-investment transaction with the BDC. Although the Temporary Relief expired on December 31, 2020, the SEC’s Division of Investment Management had indicated that until March 31, 2022, it would not recommend enforcement action, to the extent that any BDC with an existing co-investment order continues to engage in certain transactions described in the Temporary Relief, pursuant to the same terms and conditions described therein. The conditional exemptive order is no longer effective; however, on October 14, 2022, the SEC granted the Fund’s request to amend the Order to make the Temporary Relief permanent for the Fund and permit the Fund to complete follow-on investments in its existing portfolio companies with certain affiliates that are private funds if such private funds do not hold an investment in such existing portfolio company.

Expense Support Agreement

We have entered into the Expense Support Agreement with the Adviser. The Expense Support Agreement provides that, at such times as it determines, Nuveen Alternative Holdings may pay (or cause one or more of its affiliates to pay) certain expenses of the Fund, including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense and/or shareholder servicing fees of the Fund (each, an “Expense Payment”). Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from Nuveen Alternative Holdings to pay such expense, and/or by an offset against amounts due from us to Nuveen Alternative Holdings.

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Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar month (such amount referred to as the “Excess Operating Funds”), we will pay such Excess Operating Funds, or a portion thereof (each, a “Reimbursement Payment”), to Nuveen Alternative Holdings that previously paid such expenses, until such time as all Expense Payments made by such entity within three years prior to the last business day of such calendar quarter have been reimbursed. “Available Operating Funds” means the sum of (i) net investment income (including net realized short-term capital gains reduced by net realized long-term capital losses), (ii) net capital gains (including the excess of net realized long-term capital gains over net realized short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar month will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Nuveen Alternative Holdings to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to Nuveen Alternative Holdings.

The Expense Support Agreement provides additional restrictions on the amount of each Reimbursement Payment for any calendar quarter and no Reimbursement Payment will be made for any month if: (1) the annualized rate (based on a 365-day year) of regular cash distributions per share of beneficial interest declared by our Board exclusive of returns of capital, distribution rate reductions due to any fees (including to a transfer agent) payable in connection with distributions, and any declared special dividends or distributions (the “Effective Rate of Distributions Per Share”) declared by us at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our Operating Expense Ratio (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. The “Operating Expense Ratio” is calculated by dividing Operating Expenses (as defined below), less organizational and offering expenses, base management and incentive fees owed to the Adviser, and interest expense, by our net assets. “Operating Expenses” means all of our operating costs and expenses incurred, as determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter within three years of the date of the applicable Expense Payment.

The Fund’s obligation to make a Reimbursement Payment will automatically become a liability of the Fund on the last business day of the applicable calendar month, except to the extent the Adviser has waived the right to receive such payment for the applicable month.

The following table presents a cumulative summary of the expense payments and reimbursement payments since the Fund’s commencement of operations (dollar amounts in thousands):

For the Quarter Ended	Expense Payments by Adviser		Reimbursement Payments to Adviser		Unreimbursed Expense Payments		Effective Rate of Distribution per Share (1)		Reimbursement Eligibility Expiration	Operating Expense Ratio (2)
March 31, 2022	$	983	$	—	$	983	—	%	March 31, 2025	0.08	%
June 30, 2022	677		—		677		6.62	%	June 30, 2025	0.19	%
September 30, 2022	379		—		379		7.23	%	September 30, 2025	0.21	%
December 31, 2022	176		—		176		9.07	%	December 31, 2025	0.14	%
March 31, 2023	198		—		198		10.22	%	March 31, 2026	0.22	%
June 30, 2023	113		—		113		11.69	%	June 30, 2026	0.22	%
September 30, 2023	327		—		327		12.19	%	September 30, 2026	0.27	%
December 31, 2023	115		—		115		12.13	%	December 21, 2026	0.13	%
March 31, 2024	31		—		31		12.19	%	March 31, 2027	0.12	%
June 30, 2024	217		—		217		9.72	%	June 30, 2027	0.15	%
Total	$	3,216	$	—	$	3,216

__________

(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 monthly cash distributions per share as of such date without compounding), divided by the Fund’s gross offering price per share as of each quarter ended.

(2)The operating expense ratio is calculated by dividing the quarterly operating expenses, less organizational and offering expenses, base management fee and incentive fees owed to the Adviser, and interest expense, by the Fund’s net assets as of each quarter end.

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Off-Balance Sheet Arrangements

In the ordinary course of its business, the Fund enters into contracts or agreements that contain indemnifications or warranties. Future events could occur which may give rise to liabilities arising from these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of June 30, 2024 and December 31, 2023. We may in the future become obligated to fund commitments such as delayed draw commitments.

For more information on our off-balance sheet arrangements, commitments and contingencies see Note 7 to the consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies and estimates, including those relating to the valuation of our portfolio investments, are described below. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, and U.S. Federal Income Taxes, which are described below. The valuation of investments is our most significant critical accounting estimate. The critical accounting policies and estimates should be read in connection with our risk factors as disclosed under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the six months ended June 30, 2024.

Valuation of Portfolio investments

Consistent with U.S. GAAP and the 1940 Act, we conduct a valuation of our assets, pursuant to which our net asset value is determined.

Our assets are valued on a quarterly basis, or more frequently if required under the 1940 Act. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Adviser as the Fund's valuation designee (the “Valuation Designee”) to determine the fair value of the Fund's investments that do not have readily available market quotations, which became effective beginning with the fiscal quarter ended March 31, 2023. Pursuant to the Fund's valuation policy approved by the Board, a valuation committee comprised of employees of the Adviser (the “Valuation Committee”) is responsible for determining the fair value of the Fund's assets for which market quotations are not readily available, subject to the oversight of the Board.

Investments for which market quotations are readily available are typically valued at those market quotations. Market quotations are obtained from independent pricing services, where available. Generally investments marked in this manner will be marked at the mean of the bid and ask of the quotes obtained. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations.

With respect to investments for which market quotations are not readily available, we or an independent third-party valuation firm engaged by the Valuation Designee, will take into account relevant factors in determining the fair value of our investments, including and in combination of: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company's ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. Investment performance data utilized are the most recently available financial statements and compliance certificates received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information. The independent third-party valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation.

U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. We review pricing and methodologies in order to determine if observable market information is being used, versus unobservable inputs.

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

For more information on the fair value hierarchy, our framework for determining fair value and the composition of our portfolio see Note 4 to the consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Revenue Recognition

Our revenue recognition policies are as follows:

Net realized gains (losses) on investments: Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method

Investment Income: Interest income, including amortization of premium and accretion of discount on loans are recorded on the accrual basis. We accrue interest income based on the effective yield if we expect that, ultimately, we will be able to collect such income. We may have loans in our portfolio that contain payment-in-kind (“PIK”) income provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity.

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

Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Non-accrual: Generally, if a payment default occurs on a loan in the portfolio, or if management otherwise believes that the issuer of the loan will not be able to make contractual interest payments or principal payments, Churchill will place the loan on non-accrual status and we will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible even though we remain contractually entitled to this interest. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected and the amount of uncollectible interest can be reasonably estimated.

U.S. Federal Income Taxes

We have elected to be regulated as a BDC under the 1940 Act. We have elected, and intend to qualify annually, to be treated as a RIC under the Code. So long as we maintain our qualification as a RIC, we generally will not be subject to U.S. federal income tax on any ordinary income or capital gains that we timely distribute at least annually to our shareholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our shareholders and will not be reflected in our consolidated financial statements.

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

Our accounting policy on income taxes is critical because if we are unable to maintain our status as a RIC, we would be required to record a provision for U.S. federal income taxes which may be significant to our financial results.

Contractual Obligations

We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Advisory Agreement and reimbursements under the Administration Agreement.

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

Promissory Note

On March 31, 2022, we entered into a promissory note (the “Note”) with TIAA as the lender. The Note is issued under the Purchase and Sales Agreement dated as of March 31, 2022, by and among the Fund, SPV I and TIAA in connection with the contribution of portfolio investments by TIAA to the Fund and SPV I. The principal amount of the Note equals (i) the fair value of portfolio investments contributed as of March 31, 2022, minus (ii) $263.5 million. The Note was due to mature on March 30, 2023, with an interest rate of 4% per annum on the unpaid principal amount, compounded quarterly.

On June 3, 2022, the Fund fully repaid the balance on the Note to TIAA which was comprised of $32.7 million and $0.2 million of principal and interest, respectively.

Recent Developments

Distributions

On July 29, 2024, the Fund declared regular distributions for each class of its Common Shares in the amounts per share set forth below. The distributions for each class of Common Shares are payable on August 28, 2024 to shareholders of record as of July 31, 2024.

	Gross Distribution	Shareholder Servicing Fee	Net Distribution
Class I Common Shares	$0.200	$—	$0.200
Class S Common Shares	$0.200	$0.017	$0.183
Class D Common Shares	$0.200	$0.005	$0.195

Subscriptions

Since inception through the date of issuance of the consolidated financial statements, the Fund has accepted approximately $743.0 million in net proceeds relating to the issuance of Class I shares, Class S shares, and Class D shares.

Formation of SPV III

On July 8, 2024, NCPCIF SPV III, LLC (“SPV III”), a Delaware limited liability company, was formed. SPV III is a wholly owned subsidiary of the Fund.

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2024 Debt Securitization

On July 16, 2024 (the “Closing Date”), the Fund completed a $398,700 term debt securitization (the “2024 Debt Securitization”). The term debt securitization is also known as a collateralized loan obligation and is a form of secured financing incurred by the Fund.

The debt offered in the 2024 Debt Securitization (the “2024 Debt”) was issued and incurred by Churchill NCPCF CLO-I LLC (formerly known as SPV I) (the “2024 Issuer”), a direct, wholly owned, consolidated subsidiary of the Fund, pursuant to (i) an indenture and security agreement, dated as of the Closing Date (the “Indenture”), and (ii) a Class A-L loan agreement, dated as of the closing date (the “Class A-L Loan Agreement”). The 2024 Debt consists of (i) $197 million of AAA-rated Class A Notes, which bear interest at the three-month Term SOFR plus 1.70%; $48 million of AA-rated Class B Notes, which bear interest at the three-month Term SOFR plus 1.95%; $26 million of A-rated Class C Notes, which bear interest at the three-month Term SOFR plus 2.55%; and $92.7 million of Subordinated Notes, which do not bear interests (collectively, the “2024 Notes”) and (ii) $35 million of AAA-rated Class A-L Loans, which bear interest at the three-month Term SOFR plus 1.70% (the “2024 Class A-L Loans”). The Fund directly retained all of the Subordinated Notes.

The 2024 Debt is backed by a diversified portfolio of senior secured and second lien loans. Each of the Indenture and the Class A-L Loan Agreement contain certain conditions pursuant to which loans can be acquired by the 2024 Issuer, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors who purchased the 2024 Debt. Through July 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Fund, in its capacity as collateral manager of the 2024 Issuer and in accordance with the Fund’s investment strategy, allowing the Fund to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are due on July 20, 2036 and the 2024 Class A-L Loans mature on July 20, 2036.

The Fund serves as collateral manager to the 2024 Issuer under a collateral management agreement and will waive any management fee due to it in consideration for providing these services.

Amendment to Bank of America Credit Facility

On July 16, 2024, Churchill NCPCIF CLO-I LLC (f/k/a NCPIF SPV I LLC) (“SPV I”), a wholly owned subsidiary of Nuveen Churchill Private Capital Income Fund (the “Fund”), entered into Amendment No. 3 to the Credit Agreement (the “Amendment”), amending the Credit Agreement, dated as of April 19, 2022 (as amended on October 4, 2022 and March 21, 2023, and as further amended by the Amendment, the “Credit Agreement”), by and among SPV I, as the borrower, the lenders party thereto, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the Fund, as servicer, relating to the revolving credit facility (the “Bank of America Facility”).

The Amendment, among other things: (i) reduces the maximum amount available under the Bank of America Facility from $250 million to $150 million (which may be increased by up to an additional $100 million through the exercise of an accordion feature, subject to the consent of the increasing lenders); (ii) permits the addition of other subsidiaries of the Fund as co-borrowers with SPV I, and the removal of co-borrowers in connection with a take-out securitization from time to time; (iii) temporarily reduces the commitment fee payable on the unused amount of the commitments from 0.40% to 0.20% until October 16, 2024; and (iv) temporarily reduces the unused portion of the Administrative Agent’s commitments that accrue a further 1.1% commitment fee from 70% of its commitment to 0% prior to February 16, 2025, then to 40% of its commitments until May 16, 2025, then to 60% of its commitments prior to July 16, 2025, and then back to 70% thereafter.

In connection with the Amendment, on July 16, 2024, SPV II, a wholly owned subsidiary of the Fund, entered into a joinder agreement pursuant to which it became a co-borrower under the Credit Agreement (the “Joinder”), and the Fund and SPV II entered into a purchase and sale agreement (the “Sale Agreement”) pursuant to which the Fund agreed to sell and contribute certain collateral loans to SPV II from time to time. In addition, effective July 16, 2024, SPV I was released as a co-borrower under the Credit Agreement in connection with the closing of the 2024 Debt Securitization.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Uncertainty with respect to, among other things, elevated interest rates, inflationary pressures, the ongoing conflict between Russia and Ukraine, the ongoing war in the Middle East, and the failure of major financial institutions introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks, including those listed below.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments do not have a readily available market price, and we value these investments at fair value as determined in good faith by the Adviser, as the Valuation Designee, in accordance with our valuation policy subject to the oversight of the Board and, based on, among other things, the input of the independent third-party valuation firms engaged by the Valuation Designee. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

We are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing internals between our assets and liabilities and the effect that interest rates may have on our cash flows. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. Our net investment income is also affected by fluctuations in various interest rates, including the replacement of LIBOR with alternate rates and prime rates, to the extent our debt investments include floating interest rates. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Between March 2022 and July 2023, the Federal Reserve rapidly raised its benchmark interest rate, bringing it to the 5.25% to 5.50% range. Although the Federal Reserve has left its benchmark rate steady since July 2023 and recently has indicated a bias in favor of eventually cutting its benchmark interest rate, it also has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future. In a high interest rate environment, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. It is possible that the Federal Reserve's tightening cycle could result the United States into a recession, which would likely decrease interest rates. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in base rates, such as SOFR or other alternate rates, are not offset by corresponding increases in the spread over such base rate that we earn on any portfolio investments, a decrease in our operating expenses, or a decrease in the interest rate associated with our borrowings.

As of June 30, 2024, on a fair value basis, approximately 8.75% of our debt investments bear interest at a fixed rate and approximately 91.25% of our debt investments bear interest at a floating rate. As of June 30, 2024, 70.21% of our floating rate debt investments are subject to interest rate floors. Additionally, the Bank of America Credit Facility is subject to floating interest rates and is currently paid based on floating SOFR rates.

The following table estimates the potential changes in net cash flow generated from interest income and expenses should interest rates increase by 100, 200 or 300 basis points, or decrease by 100, 200 or 300 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held on June 30, 2024. Interest expense is calculated based on the terms of the Bank of America Credit Facility, using the outstanding balance as of June 30, 2024. Interest expense on the Bank of America Credit Facility is calculated using the interest rate as of June 30, 2024, adjusted for the impact of hypothetical changes in rates, as shown below. The base interest rate case assumes the rates on our portfolio investments remain unchanged from the actual effective interest rates as of June 30, 2024.

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Actual results could differ significantly from those estimated in the table (dollars amounts in thousands).

Changes in Interest Rates	Interest Income		Interest Expense		Net Income
- 300 Basis Points	$	(12,380)	$	(1,840)	$	(10,540)
- 200 Basis Points	(8,254)		(1,227)		(7,027)
- 100 Basis Points	(4,127)		(613)		(3,514)
+100 Basis Points	4,127		613		3,514
+200 Basis Points	8,254		1,227		7,027
+300 Basis Points	12,381		1,840		10,541

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Based on that evaluation, we, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic Securities and Exchange Commission filings is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Controls Over Financial Reporting

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.

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Part II - Other Information

Item 1. Legal Proceedings

We, our consolidated subsidiaries, the Adviser and the Sub-Advisers are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or them. From time to time, we, our consolidated subsidiaries and/or the Adviser and Sub-Advisers 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 subject to extensive regulation, which may result in regulatory proceedings against us.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023. For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 29, 2024, which is accessible on the SEC’s website at sec.gov.

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

Sales of Unregistered Securities

We did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

Beginning with the fiscal quarter ended September 30, 2023, the Fund commenced a share repurchase program in which it intends to repurchase in each quarter, at the discretion of the Board, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board, in its sole discretion, may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of the Fund’s shareholders. All Common Shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Common Shares.

Under the share repurchase program, to the extent the Fund offers to repurchase Common Shares in any particular quarter, the Fund expects to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Common Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders.

The repurchase of the Adviser’s shares, if any, will be on the same terms and subject to the same limitations as other shareholders under the share repurchase program.Class I shares owned by TIAA will be subject to the following restrictions. TIAA may submit its Class I shares for repurchase beginning on March 31, 2027. Beginning March 31, 2027, the total amount of TIAA shares eligible for repurchase will be limited to no more than 1.67% of our aggregate NAV per calendar quarter; provided that, if in any quarter the total amount of aggregate repurchase requests of all classes of Common Shares does not exceed the share repurchase program limit of 5% of the aggregate NAV per calendar quarter, these redemption limits on the TIAA shares will not apply for that quarter, and TIAA will be entitled to submit its shares for repurchase up to the overall share repurchase program limits.

During the six months ended June 30, 2024, we repurchased the following shares pursuant to the share repurchase program:

Offer Date	Class	Tender Offer Expiration	Repurchase Price per share		Repurchased Amount (2)		Shares Repurchased (1)
February 29, 2024	Class I	March 29, 2024	$	24.62	$	273	11,327
May 30, 2024	Class I	June 28, 2024	$	24.69	$	324	13,380

_______________

(1)All repurchase requests were satisfied in full.

(2)Amounts shown net of Early Repurchase Deduction.

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Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

(a)None.

(b)None.

(c)For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Fund has entered into any (i) contract, instruction or written plan for the purchase or sale of securities of the Fund intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.

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Item 6. Exhibits

3.1	Fifth Amended and Restated Declaration of Trust of the Registrant(2)
3.2	Third Amended and Restated Bylaws of the Registrant(3)
4.1	Form of Subscription Agreement(4)
4.2	Distribution Reinvestment Plan(1)
10.1	Investment Advisory Agreement, dated as of May 28, 2024, by and between Nuveen Churchill Private Capital Income Fund and Churchill PCIF Advisor LLC(5)
10.2	Management and Incentive Fee Waiver Agreement, dated May 28, 2024, by and between Nuveen Churchill Private Capital Income Fund and Churchill PCIF Advisor LLC(5)
10.3	Investment Sub-Advisory Agreement, dated as of May 28, 2024, by and between Churchill PCIF Advisor LLC and Churchill Asset Management LLC(5)
10.4	Investment Sub-Advisory Agreement, dated as of May 28, 2024, by and among Churchill PCIF Advisor LLC, Churchill Asset Management LLC, and Nuveen Asset Management, LLC(5)
10.5	Amendment No. 3 to the Credit Agreement, dated as of July 16, 2024, by and among Churchill NCPCIF CLO-I LLC, as the borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, and Nuveen Churchill Private Capital Income Fund, as servicer(6)
10.6	Joinder Agreement, dated as of July 16, 2024, to that certain Credit Agreement, dated as of April 19, 2022 (as amended from time to time), among NCPCIF SPV II, LLC and Bank of America, N.A., as administrative agent(6)
10.7	Purchase and Sale Agreement, dated as of July 16, 2024, by and between Nuveen Churchill Private Capital Income Fund, as seller, and NCPCIF SPV II, LLC, as purchaser(6)
10.8	Indenture and Security Agreement, dated as of July 16, 2024, by and between Churchill NCPCIF CLO-I LLC, as issuer, and U.S. Bank Trust Company, National Association, as trustee(6)
10.9	Class A-L Loan Agreement, dated July 16, 2024, by and among Churchill NCPCIF CLO-I LLC, as borrower, U.S. Bank Trust Company, National Association, as loan agent and as trustee under the Indenture and Security Agreement, and each of the Class A-L lenders party thereto(6)
10.10	Collateral Management Agreement, dated as of July 16, 2024, by and between Churchill NCPCIF CLO-I LLC, as issuer, and Nuveen Churchill Private Capital Income Fund, as collateral manager(6)
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	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended*
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________

*Filed herewith

(1)Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-262771) filed on September 6, 2022.

(2)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 3, 2023.

(3)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 1, 2023.

(4)Incorporated by reference to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-262771) filed on July 31, 2023.

(5)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 3, 2024.

(6)Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 19, 2024.

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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.

NUVEEN CHURCHILL PRIVATE CAPITAL INCOME FUND
By:	/s/ Kenneth Kencel
Name:	Kenneth Kencel
Title:	Chief Executive Officer, President, Trustee and Chairman

By:	/s/ Shai Vichness
Name:	Shai Vichness
Title:	Chief Financial Officer and Treasurer

Date: August 8, 2024

99