Antares Strategic Credit Fund 10-Q 2024 Q2 Quarterly report

0001993402Investments - non-controlled/non-affiliated Secured Debt Software Banker's Toolbox, Inc. Asset Type First Lien Term Loan Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 10.60% Maturity Date 7/27/20272024-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

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

Commission File Number 814-01700

_______________________________________________________________________

ANTARES STRATEGIC CREDIT FUND

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________

Delaware	93-3416650
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
500 West Monroe Street Chicago, IL	60661
(Address of principal executive offices)	(Zip Code)

312-638-4117

Registrant’s telephone number, including area code

_______________________________________________________________________

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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

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

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

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

The number of shares of Registrant’s Common Stock, $0.001 par value per share, outstanding as of August 12, 2024 was 40,524,412.

1

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2024 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2024 (Unaudited)	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 (Unaudited)	7
	Consolidated Schedule of Investments as of June 30, 2024 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	33
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	63
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 3.	Defaults Upon Senior Securities	64
Item 4.	Mine Safety Disclosures	64
Item 5.	Other Information	64
Item 6.	Exhibits	65
	Signatures	66

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•

our adviser has no operating history;

•

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

•

the return or impact of current and future investments;

•

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

•

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

•

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

•

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

•

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

•

our contractual arrangements and relationships with third parties;

•

the state of the general economy;

•

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

•

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

•

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

•

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

•

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

•

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

•

the outcome and impact of any litigation or regulatory proceeding;

•

the adequacy of our cash resources and working capital;

•

the timing, form and amount of any dividend distributions;

•

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

•

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

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

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

3

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share amounts)

	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Non-controlled/non-affiliated investments, at fair value (cost — $1,030,578 and zero as of June 30, 2024 and December 31, 2023, respectively)	$	1,031,913		$	—
Cash and cash equivalents		58,908			—
Interest receivable from non-controlled/non-affiliated investments		6,206			—
Subscription receivable		—			25
Deferred offering costs		227			63
Receivable from adviser (Note 3)		330			330
Receivable for investments sold / repaid		2,525			—
Prepaid and other assets		168			—
Total assets	$	1,100,277		$	418
LIABILITIES
Debt outstanding	$	340,274		$	—
Less: Deferred financing costs		(3,285	)		—
Total debt, net of deferred financing costs		336,989			—
Secured borrowings (Note 6)		47,000			—
Payable for investments purchased		149,084			—
Interest payable		2,597			—
Distributions payable		13,606			—
Administrative service fee payable		192			—
Accrued expenses and other liabilities		857			9
Due to affiliates		1,398			384
Total liabilities	$	551,723		$	393
Commitments and contingencies (Note 7)
NET ASSETS
Common shares, par value $0.001 (21,596,404 and 1,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)	$	22		$	—
Paid-in capital in excess of par value		541,136			25
Accumulated net distributable earnings (losses)		7,396			—
Total net assets	$	548,554		$	25
Total liabilities and net assets	$	1,100,277		$	418
Net asset value per share	$	25.40		$	25.00

See accompanying notes to the consolidated financial statements.

4

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	18,998		$	29,796
Payment-in-kind interest income		85			136
Dividend income		102			102
Other income		3,613			3,696
Total investment income		22,798			33,730
Expenses:
Interest and debt expenses		3,381			6,332
Management fees (Note 3)		843			843
Income based incentive fee (Note 3)		2,330			3,248
Capital gains incentive fee (Note 3)		107			174
Administrative service fee		192			300
Board of Trustees’ fee		59			119
Other general and administrative expenses		457			876
Organization and offering costs		70			121
Total expenses		7,439			12,013
Management fees waiver (Note 3)		(843	)		(843	)
Incentive fees waiver (Note 3)		(2,437	)		(3,422	)
Net expenses, net of fee waivers		4,159			7,748
Net investment income (loss)		18,639			25,982
Net realized and change in unrealized gain (loss):
Net realized gains (losses):
Non-controlled/non-affiliated investments		147			141
Foreign currency transactions		(179	)		(179	)
Net realized gain (loss)		(32	)		(38	)
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		793			1,335
Translation of assets and liabilities in foreign currencies		84			84
Net change in unrealized appreciation (depreciation)		877			1,419
Total net realized and change in unrealized gain (loss)		845			1,381
Net increase (decrease) in net assets resulting from operations	$	19,484		$	27,363
Per share information
Net investment income (loss) per share (basic and diluted)	$	0.86		$	1.50
Earnings per share (basic and diluted)	$	0.90		$	1.58
Distributions declared per share	$	0.63		$	1.16
Weighted average shares outstanding (basic and diluted)		21,596,404			17,325,279

See accompanying notes to the consolidated financial statements.

5

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(in thousands, except shares)

Three Months Ended June 30, 2024

							Accumulated Net
	Common Shares				Paid-in-Capital in		Distributable Earnings			Total
	Shares		Par Value		Excess of Par Value		(Losses)			Net Assets
Net assets at beginning of period		12,001,000	$	12	$	300,013	$	1,518		$	301,543
Operations:
Net investment income		—		—		—		18,639			18,639
Net realized gain (loss)		—		—		—		(32	)		(32	)
Net change in unrealized appreciation (depreciation)		—		—		—		877			877
Net increase (decrease) in net assets resulting from operations		—		—		—		19,484			19,484
Capital Transactions:
Issuance of shares		9,595,404		10		241,123		—			241,133
Distributions to shareholders		—		—		—		(13,606	)		(13,606	)
Total net increase (decrease)		9,595,404		10		241,123		5,878			247,011
Net assets at end of period		21,596,404	$	22	$	541,136	$	7,396		$	548,554

Six Months Ended June 30, 2024

							Accumulated Net
	Common Shares				Paid-in-Capital in		Distributable Earnings			Total
	Shares		Par Value		Excess of Par Value		(Losses)			Net Assets
Net assets at beginning of period		1,000	$	—	$	25	$	—		$	25
Operations:
Net investment income		—		—		—		25,982			25,982
Net realized gain (loss)		—		—		—		(38	)		(38	)
Net change in unrealized appreciation (depreciation)		—		—		—		1,419			1,419
Net increase (decrease) in net assets resulting from operations		—		—		—		27,363			27,363
Capital Transactions:
Issuance of shares		21,595,404		22		541,111		—			541,133
Distributions to shareholders		—		—		—		(19,967	)		(19,967	)
Total net increase (decrease)		21,595,404		22		541,111		7,396			548,529
Net assets at end of period		21,596,404	$	22	$	541,136	$	7,396		$	548,554

See accompanying notes to the consolidated financial statements.

6

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

	Six Months Ended June 30, 2024
Cash flow from operating activities
Net increase (decrease) in net assets resulting from operations	$	27,363
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Accrued interest and dividends received in-kind		(158	)
Net accretion of discount and amortization of premium		(1,012	)
Proceeds from sale of investments and principal repayments		50,223
Purchases of investments		(779,490	)
Net realized (gains) losses on investments		(141	)
Net change in unrealized (appreciation) depreciation on investments		(1,335	)
Amortization of deferred financing costs		325
(Increase) decrease in operating assets:
Interest receivable from non-controlled/non-affiliated investments		(6,206	)
Receivable for investments sold / repaid		(2,525	)
Prepaid insurance and other assets		(168	)
Increase (decrease) in operating liabilities:
Due to affiliates		1,014
Payable for investments purchased		149,084
Interest payable		2,597
Administrative service fee		192
Accrued expenses and other liabilities		848
Net cash provided by (used in) operating activities		(559,389	)
Cash flow from financing activities
Proceeds from issuance of shares, net of subscription receivable		241,158
Debt borrowings (1)		602,274
Debt repayments		(215,000	)
Distributions paid		(6,361	)
Deferred offering costs paid		(164	)
Deferred financing costs paid		(3,610	)
Net cash provided by (used in) financing activities		618,297
Net increase in cash and cash equivalents,		58,908
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	58,908
Supplemental disclosure of cash flow information and non-cash financing activities
Equity issued in kind (Note 8)	$	300,000
Investments purchased in kind (Note 8)	$	300,000
Distributions payable	$	13,606

(1)

Includes $47,000 of secured borrowings.

See accompanying notes to the consolidated financial statements.

7

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Investments - non-controlled/non-affiliated
Secured Debt
Aerospace and Defense
Peraton Corp.	(8)	First Lien Term Loan	S + 3.75%	0.75%	9.19%	2/1/2028	$	4,987	$	4,995		$	4,993			0.91	%
										4,995			4,993			0.91
Air Freight and Logistics
American Trailer Rental Group, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	6/1/2027		41		40			39			0.01
American Trailer Rental Group, LLC	(5)(8)	First Lien Term Loan	S + 5.69%	1.00%	11.16%	6/1/2027		131		130			128			0.02
American Trailer Rental Group, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.97%	6/1/2027		35		34			34			—
American Trailer Rental Group, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.69%	1.00%	11.16%	6/1/2027		34		33			33			—
American Trailer Rental Group, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.22%	6/1/2027		9		9			9			—
Brown Group Holding, LLC	(8)	First Lien Term Loan	S + 3.00%	0.50%	8.34%	7/2/2029		2,993		3,004			2,995			0.55
Lightbeam Bidco Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	5/4/2030		3,919		3,919			3,880			0.71
Lightbeam Bidco Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	5/4/2030		594		594			588			0.11
Lightbeam Bidco Inc.	(5)(7)	First Lien Revolver	S + 5.00%	0.75%	10.32%	5/4/2029		476		—			(5	)		—
										7,763			7,701			1.40
Auto Components
Enthusiast Auto Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	12/19/2025		1,496		1,476			1,496			0.27
Enthusiast Auto Holdings, LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.69%	12/19/2025		1,496		1,491			1,496			0.27
First Brands Group, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	10.60%	3/30/2027		998		988			993			0.18
First Brands Group, LLC	(8)	First Lien Term Loan	S + 5.00%	1.00%	10.60%	3/30/2027		2,992		3,000			2,978			0.54
JHCC Holdings LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.57%	9/9/2027		2,719		2,714			2,713			0.49
JHCC Holdings LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.57%	9/9/2027		423		422			422			0.08
JHCC Holdings LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.57%	9/9/2027		2,079		2,075			2,074			0.38
JHCC Holdings LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.57%	9/9/2027		9,192		(22	)		(22	)		—
JHCC Holdings LLC	(5)(7)	First Lien Revolver	S + 5.25%	1.00%	10.57%	9/9/2027		249		56			55			0.01
Majco LLC	(5)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.97%	12/4/2028		249		245			249			0.05
OAC Holdings I Corp.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	3/31/2029		2,985		2,874			2,985			0.54
Quality Automotive Services, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.22%	7/16/2027		2,382		2,373			2,375			0.43
Quality Automotive Services, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.22%	7/16/2027		468		466			467			0.09
Quality Automotive Services, LLC	(5)(7)	First Lien Revolver	S + 5.75%	1.00%	11.22%	7/16/2027		130		(1	)		—			—
										18,157			18,281			3.33
Beverages
Triton Water Holdings, Inc.	(8)	First Lien Term Loan	S + 3.25%	0.50%	8.85%	3/31/2028		4,488		4,482			4,495			0.82
										4,482			4,495			0.82
Broadline Retail
Peer Holding III B.V.		First Lien Term Loan	S + 3.00%	0.00%	8.34%	6/20/2031		4,751		4,755			4,762			0.87
										4,755			4,762			0.87

8

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Building Products
80/20, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	3/1/2027	$	249	$	246		$	247			0.05	%
MDC Interior Acquisition Inc	(5)(8)(13)	First Lien Term Loan	S + 5.25%	1.00%	10.59%	4/26/2030		15,839		15,606			15,602			2.84
MDC Interior Acquisition Inc	(5)(7)(13)	First Lien Revolver	S + 5.25%	1.00%	10.59%	4/26/2030		2,084		247			247			0.05
SureWerx Purchaser III Inc.	(5)(6)(8)(13)	First Lien Term Loan	C + 5.25%	0.75%	10.22%	12/28/2029		CAD 17,117		12,499			12,484			2.28
SureWerx Purchaser III Inc.	(5)(6)(7)(13)	First Lien Revolver	S + 5.25%	0.75%	10.57%	12/28/2028		1,730		722			722			0.13
SureWerx Purchaser III Inc.	(5)(6)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.57%	12/28/2029		249		249			248			0.05
WST USA Holdco, Inc.	(5)(6)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.67%	3/31/2027		2,494		2,494			2,494			0.45
WST USA Holdco, Inc.	(5)(6)(7)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.67%	3/31/2027		2,498		898			914			0.17
										32,961			32,958			6.02
Capital Markets
Allworth Financial Group, L.P.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.34%	12/23/2027		2,545		2,545			2,538			0.46
Allworth Financial Group, L.P.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.34%	12/23/2027		2,430		2,430			2,424			0.44
AQ Sage Buyer, LLC	(5)(6)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.25%	1/25/2027		186		181			182			0.03
AQ Sage Buyer, LLC	(5)(6)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.25%	1/25/2027		63		61			62			0.01
Cub Financing Intermediate, LLC	(5)(13)	First Lien Term Loan	S + 4.75%	0.50%	10.09%	6/28/2030		10,810		10,756			10,756			1.95
Cub Financing Intermediate, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	10.09%	6/28/2030		4,967		(12	)		(25	)		—
Edgeco Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.17%	6/1/2026		170		167			170			0.03
Edgeco Buyer, Inc.	(5)(7)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.17%	6/1/2026		79		70			71			0.01
Lido Advisors, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.97%	6/15/2027		3,482		3,482			3,482			0.63
										19,680			19,660			3.56
Chemicals
Aurora Plastics, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.19%	8/10/2028		198		190			198			0.04
Aurora Plastics, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	10.19%	8/10/2028		51		48			51			0.01
DCG Acquisition Corp.	(5)(8)(13)	First Lien Term Loan	S + 4.75%	0.75%	10.09%	6/13/2031		26,360		26,296			26,294			4.79
DCG Acquisition Corp.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.75%	10.09%	6/13/2031		4,408		(5	)		(11	)		—
DCG Acquisition Corp.	(5)(7)(13)	First Lien Revolver	S + 4.75%	0.75%	10.09%	6/13/2031		4,408		(11	)		(11	)		—
Formulations Parent Corp.	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.07%	11/15/2030		249		247			247			0.05
Lubricant Engineers	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.32%	9/1/2029		249		242			249			0.05
Lummus Technology Holdings V LLC	(8)	First Lien Term Loan	S + 3.50%	0.00%	8.95%	12/31/2029		4,988		5,020			5,012			0.91
Tangent Technologies Acquisition, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.25%	11/30/2027		249		248			249			0.05
										32,275			32,278			5.90

9

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Commercial Services and Supplies
Ares Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.27%	1.00%	10.69%	11/18/2026	$	997	$	983		$	977			0.18	%
Ares Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	11/18/2026		3,892		3,852			3,830			0.70
Ares Holdings, LLC	(5)(7)	First Lien Revolver	S + 5.50%	1.00%	10.92%	11/18/2026		98		61			60			0.01
AWP Group Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	12/24/2029		2,726		2,726			2,726			0.50
AWP Group Holdings, Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.92%	12/24/2029		213		105			105			0.02
AWP Group Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.50%	1.00%	10.92%	12/24/2029		47		22			22			—
CoolSys, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.20%	8/11/2028		249		234			246			0.04
EXT Acquisitions, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	6/26/2026		234		234			232			0.04
EXT Acquisitions, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.47%	6/26/2026		16		16			16			—
FL Hawk Intermediate Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.34%	2/22/2028		250		250			250			0.05
FL Hawk Intermediate Holdings, Inc.	(5)(8)	Second Lien Term Loan	S + 8.75%	1.00%	14.34%	8/22/2028		1,560		1,560			1,560			0.28
FL Hawk Intermediate Holdings, Inc.	(5)(7)	First Lien Revolver	S + 4.75%	0.00%	10.09%	2/22/2027		1,190		—			—			—
Fresh Holdco, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	1/23/2026		249		247			247			0.05
HeartLand PPC Buyer, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.07%	12/12/2029		2,993		2,957			2,985			0.54
Hercules Borrower LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	12/14/2026		33		33			33			0.01
Hercules Borrower LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.67%	12/14/2026		2,318		2,318			2,318			0.42
Hercules Borrower LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.92%	12/14/2026		306		306			306			0.06
Hercules Borrower LLC	(5)(7)	First Lien Revolver	S + 5.50%	1.00%	10.92%	12/14/2026		329		—			—			—
High Bar Brands Operating, LLC	(5)(6)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.57%	12/19/2029		249		245			249			0.05
HP RSS Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	12/11/2029		4,988		4,929			4,988			0.91
Monarch Landscape Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.07%	3/31/2028		1,805		1,801			1,796			0.33
Monarch Landscape Holdings, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.07%	3/31/2028		879		871			874			0.16
Monarch Landscape Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.57%	3/31/2028		306		301			299			0.05
Paint Intermediate III, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.92%	10/6/2028		5,470		5,433			5,429			0.99
Paint Intermediate III, LLC	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.92%	10/7/2027		1,002		545			544			0.10
Palmetto Acquisitionco Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	9/18/2029		249		246			249			0.05
Project Boost Purchaser, LLC		First Lien Term Loan	S + 3.50%	0.00%	8.95%	6/1/2026		2,992		3,003			2,998			0.55
Rotating Machinery Services, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	6/10/2025		250		249			250			0.05
The Hiller Companies, LLC	(5)(13)	First Lien Term Loan	S + 5.00%	0.75%	10.34%	6/20/2030		15,698		15,620			15,620			2.85
The Hiller Companies, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.34%	6/20/2030		4,323		(11	)		(22	)		—
The Hiller Companies, LLC	(5)(7)(13)	First Lien Revolver	S + 4.00%	0.75%	9.34%	6/20/2030		2,730		77			77			0.01
Thermostat Purchaser III, Inc.	(5)(13)	First Lien Term Loan	S + 4.25%	0.75%	9.59%	8/31/2028		5,249		5,245			5,249			0.96
Soliant Lower Intermediate, LLC		First Lien Term Loan	S + 3.75%	0.00%	9.09%	6/20/2031		2,821		2,793			2,821			0.51
Valet Waste Holdings, Inc.	(5)(13)	First Lien Term Loan	S + 5.75%	1.00%	11.19%	5/1/2029		31,720		31,641			31,644			5.77
Valet Waste Holdings, Inc.	(5)(7)(13)	First Lien Revolver	S + 5.75%	1.00%	11.19%	5/1/2029		1,429		615			616			0.11

10

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Commercial Services and Supplies (continued)
WRE Holding Corp.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.38%	1/3/2025	$	693	$	689		$	690			0.13		%
WRE Holding Corp.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.38%	1/3/2025		1,140		1,134			1,134			0.21
WRE Holding Corp.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.38%	1/3/2025		133		132			132			0.02
WRE Holding Corp.	(5)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.38%	1/3/2025		840		835			835			0.15
WRE Holding Corp.	(5)(7)	First Lien Revolver	S + 5.00%	1.00%	10.38%	1/3/2025		189		(1	)		(1	)		—
YLG Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.42%	11/2/2026		2,606		2,606			2,599			0.47
YLG Holdings, Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.42%	10/31/2025		572		473			472			0.09
YLG Holdings, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.42%	11/2/2026		1,412		1,412			1,409			0.26
YLG Holdings, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.42%	11/2/2026		10,842		(13	)		(27	)		—
YLG Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.00%	0.00%	10.42%	10/31/2025		399		24			23			—
Zone Climate Services, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	3/9/2028		2,992		2,937			2,908			0.53
										99,735			99,768			18.21
Construction & Engineering
Hydraulic Technologies USA LLC	(5)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.84%	6/3/2031		17,548		17,198			17,284			3.15
Hydraulic Technologies USA LLC	(5)(7)(13)	First Lien Revolver	S + 5.50%	0.75%	10.84%	6/3/2030		2,384		(48	)		(36	)		(0.01	)
Kleinfelder Intermediate LLC	(5)(8)	First Lien Term Loan	S + 6.25%	0.75%	11.59%	9/18/2030		249		249			246			0.04
MEI Buyer LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.34%	6/29/2029		4,298		4,269			4,287			0.78
MEI Buyer LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.34%	6/29/2029		681		(5	)		(2	)		—
TranSystems Corp.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.22%	3/31/2027		191		191			187			0.03
TranSystems Corp.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.72%	3/31/2027		59		59			58			0.01
Trilon Group, LLC	(5)(8)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.99%	5/25/2029		1,464		1,452			1,449			0.26
Trilon Group, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.99%	5/25/2029		4,060		(19	)		(41	)		(0.01	)
Trilon Group, LLC	(5)(7)(13)	First Lien Revolver	S + 5.50%	1.00%	10.99%	5/25/2029		1,218		(12	)		(12	)		—
										23,334			23,420			4.25
Construction Materials												.
Arrow Tru-Line Holding, LLC	(5)(8)	First Lien Term Loan	S + 5.63%	1.00%	11.22%	9/20/2027		250		245			250			0.05
Pearlman Enterprises Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.94%	5/5/2027		2,992		2,973			2,918			0.53
Profile Products LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.92%	11/12/2027		249		245			243			0.04
Red Fox CD Acquisition Corporation	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.34%	3/4/2030		21,275		272			274			0.05
										3,735			3,685			0.67
Containers and Packaging
Berlin Packaging L.L.C.	(8)	First Lien Term Loan	S + 3.75%	0.00%	9.09%	6/7/2031		5,000		4,995			5,017			0.91
CFs Brands, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.34%	10/2/2030		249		246			249			0.05
Cold Chain Technologies, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.17%	8/2/2025		2,792		2,792			2,792			0.51
Cold Chain Technologies, LLC	(5)(7)	First Lien Revolver	S + 5.75%	1.00%	11.17%	8/2/2025		197		—			—			—
Graham Packaging Company Inc.	(8)	First Lien Term Loan	S + 3.00%	0.75%	8.45%	8/4/2027		3,000		3,015			3,008			0.55
Rohrer Corp.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.50%	3/15/2027		249		246			249			0.05
St Athena Global LLC	(5)(6)(8)(13)	First Lien Term Loan	S + 5.25%	0.75%	10.59%	6/26/2030		2,715		2,695			2,695			0.49
St Athena Global LLC	(5)(6)(8)(13)	First Lien Term Loan	SON + 5.25%	0.75%	10.45%	6/26/2030		GBP 1,291		1,617			1,620			0.30
St Athena Global LLC	(5)(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.59%	6/26/2030		256		(1	)		(2	)		—
St Athena Global LLC	(5)(6)(7)(13)	First Lien Revolver	S + 5.25%	0.75%	10.59%	6/26/2031		390		29			30			0.01
Tank Holding Corp.	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.19%	3/31/2028		249		240			246			0.04
										15,874			15,904			2.91

11

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Distributors
Aurora Parts & Accessories LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	1/16/2029	$	249	$	249		$	244			0.04	%
BC Group Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.92%	12/19/2025		240		240			240			0.04
BC Group Holdings, Inc.	(5)(8)(13)	First Lien Term Loan	S + 5.50%	0.75%	10.92%	12/21/2025		2,436		2,430			2,436			0.44
BC Group Holdings, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.92%	12/21/2025		8,039		(9	)		—			—
Blackbird Purchaser, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	12/19/2030		4,679		4,635			4,679			0.85
Blackbird Purchaser, Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.82%	12/19/2030		927		269			278			0.05
Blackbird Purchaser, Inc.	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.82%	12/19/2029		619		(6	)		—			—
Blackhawk Industrial Distribution, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.72%	9/17/2026		137		137			136			0.02
Blackhawk Industrial Distribution, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.72%	9/17/2026		490		490			488			0.09
Blackhawk Industrial Distribution, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.25%	0.00%	11.72%	9/17/2026		238		238			238			0.04
Blackhawk Industrial Distribution, Inc.	(5)(7)	First Lien Revolver	S + 6.25%	1.00%	11.72%	9/17/2025		128		56			55			0.01
Bradyifs Holdings LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.32%	10/31/2029		249		247			249			0.05
Dealer Tire Financial, LLC		First Lien Term Loan	S + 3.50%	0.50%	8.84%	7/2/2031		1,656		1,648			1,656			0.30
Dealer Tire Financial, LLC		First Lien Term Loan	S + 3.75%	0.50%	9.09%	12/14/2027		2,902		2,919			2,904			0.53
Johnstone Supply, LLC		First Lien Term Loan	S + 3.00%	0.00%	8.34%	6/6/2031		4,302		4,305			4,313			0.78
Motion & Control Enterprises LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.32%	6/1/2028		2,369		2,348			2,333			0.43
Motion & Control Enterprises LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.32%	6/1/2028		623		617			613			0.11
Vessco Midco Holdings, LLC	(5)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.94%	11/2/2026		132		132			130			0.02
Vessco Midco Holdings, LLC	(5)(13)	First Lien Term Loan	S + 4.50%	1.00%	9.94%	11/2/2026		446		446			441			0.08
Vessco Midco Holdings, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.60%	11/2/2026		4,648		4,625			4,648			0.85
Vessco Midco Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.50%	1.00%	9.94%	11/2/2026		118		118			116			0.02
										26,134			26,197			4.75
Diversified Consumer Services
Apex Service Partners, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	12.30% (Incl. 2.00% PIK)	10/24/2030		4,783		4,716			4,758			0.87
Apex Service Partners, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	12.30% (Incl. 2.00% PIK)	10/24/2030		1,138		999			1,014			0.18
Apex Service Partners, LLC	(5)(7)	First Lien Revolver	S + 6.50%	1.00%	11.82%	10/24/2029		378		169			168			0.03
AVE Holdings III, Corp.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.72%	2/25/2028		249		246			245			0.04
AVG Intermediate Holdings LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.42%	3/16/2027		834		834			817			0.15
AVG Intermediate Holdings LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.42%	3/16/2027		3,071		3,071			3,010			0.55
AVG Intermediate Holdings LLC	(5)(7)	First Lien Revolver	S + 6.00%	1.00%	11.42%	3/16/2027		166		—			(3	)		—
COP Hometown Acquisitions, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	7/16/2027		4,987		4,889			4,935			0.90
CVP Holdco, Inc.	(5)(13)	First Lien Term Loan	S + 5.00%	0.75%	10.44%	6/28/2031		22,159		22,104			22,103			4.03
CVP Holdco, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.44%	6/28/2031		5,883		(7	)		(15	)		—
CVP Holdco, Inc.	(5)(7)(13)	First Lien Revolver	S + 5.00%	0.75%	10.44%	6/28/2031		2,353		(6	)		(6	)		—
EOS Fitness Opco Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.22%	1/5/2027		182		179			182			0.03
EOS Fitness Opco Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.72%	1/5/2027		1,637		1,609			1,629			0.30
EOS Fitness Opco Holdings, LLC	(5)(8)(13)	First Lien Term Loan	S + 5.75%	0.75%	11.22%	1/5/2027		150		148			150			0.03
EOS Fitness Opco Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.72%	1/5/2027		171		168			170			0.03
Essential Services Holding Corporation	(5)(13)	First Lien Term Loan	S + 5.00%	0.75%	10.34%	6/17/2030		10,617		10,591			10,591			1.93
Essential Services Holding Corporation	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.34%	6/17/2030		2,082		(3	)		(5	)		—
Essential Services Holding Corporation	(5)(7)(13)	First Lien Revolver	S + 5.00%	0.75%	10.34%	6/17/2030		1,301		(3	)		(3	)		—

12

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Diversified Consumer Services (continued)
Flint Opco, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.57%	8/15/2030	$	249	$	247		$	249			0.05		%
Flint Opco, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.09%	8/15/2030		4,063		125			116			0.02
FSHS I, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	0.75%	11.44%	11/18/2028		4,006		4,006			3,962			0.72
GS Seer Group Borrower LLC	(5)(8)	First Lien Term Loan	S + 6.75%	1.00%	12.07%	4/29/2030		4,975		4,881			4,913			0.89
GSV Holding, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.47%	4/3/2028		94		92			92			0.02
GSV Holding, LLC	(5)(7)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.47%	4/1/2028		155		146			146			0.03
Health Buyer LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	4/27/2029		1,973		1,950			1,948			0.36
Health Buyer LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	4/29/2029		1,019		1,015			1,014			0.18
Health Buyer LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.97%	4/27/2029		12,565		(31	)		(60	)		(0.01	)
Home Service TopCo IV, Inc.	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.42%	12/31/2027		4,975		4,975			4,975			0.91
Innovetive Petcare, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	6/30/2028		195		189			191			0.03
Innovetive Petcare, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.47%	6/30/2028		54		44			45			0.01
Midwest Veterinary Partners, LLC		First Lien Term Loan	S + 3.75%	0.00%	9.09%	4/27/2028		2,000		2,005			2,004			0.37
North Haven Stallone Buyer, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.84%	5/24/2027		249		241			241			0.04
PPV Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.07%	8/31/2029		243		241			242			0.04
PPV Intermediate Holdings, LLC	(3)(5)(8)	First Lien Delayed Draw Term Loan	N/A	0.00%	13.75% PIK	8/31/2030		—		—			—			—
Southern Veterinary Partners, LLC		First Lien Term Loan	S + 3.75%	0.00%	9.09%	10/5/2027		4,848		4,867			4,864			0.89
Spartan Bidco PTY LTD	(5)(6)(8)	First Lien Term Loan	S + 0.75%	0.75%	12.48% (Incl. 6.25% PIK)	1/24/2028		258		249			258			0.05
Taymax Group Acquisition, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.44%	7/31/2026		1,492		1,492			1,489			0.27
University Support Services LLC	(8)	First Lien Term Loan	S + 2.75%	0.50%	8.09%	2/12/2029		3,839		3,841			3,841			0.70
Vertex Service Partners, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	11/8/2030		249		245			249			0.05
VPP Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.67%	12/1/2027		1,828		1,828			1,814			0.33
VPP Intermediate Holdings, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.67%	12/1/2027		2,223		774			758			0.14
VPP Intermediate Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.67%	12/1/2027		2,203		2,203			2,186			0.40
VPP Intermediate Holdings, LLC	(5)(7)	First Lien Revolver	S + 5.25%	1.00%	10.67%	12/1/2027		223		—			(2	)		—
										85,329			85,275			15.56
Diversified Financial Services
Arax MidCo, LLC	(5)(6)(13)	First Lien Term Loan	S + 5.75%	1.00%	11.09%	4/11/2029		9,018		8,925			8,905			1.62
Arax MidCo, LLC	(5)(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.09%	4/11/2029		4,689		(28	)		(59	)		(0.01	)
Arax MidCo, LLC	(5)(6)(7)(13)	First Lien Revolver	S + 5.75%	0.00%	11.09%	4/11/2029		1,293		(16	)		(16	)		—
Cerity Partners Equity Holding LLC	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.57%	7/27/2029		5,588		5,563			5,532			1.00
Cerity Partners Equity Holding LLC	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.57%	7/28/2029		83		83			82			0.01
Cerity Partners Equity Holding LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.57%	7/30/2029		360		360			357			0.07
Cerity Partners Equity Holding LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.57%	7/28/2029		26,929		(67	)		(269	)		(0.05	)
Cerity Partners Equity Holding LLC	(5)(7)	First Lien Revolver	S + 5.25%	0.75%	10.57%	7/28/2028		3,266		(9	)		(33	)		(0.01	)
CFGI Holdings, LLC	(5)(8)	First Lien Term Loan	S + 4.50%	0.75%	9.84%	11/2/2027		4,782		4,709			4,734			0.86
CFGI Holdings, LLC	(5)(7)	First Lien Revolver	S + 4.50%	0.75%	9.84%	11/2/2027		191		(3	)		(2	)		—
Cherry Bekaert Advisory LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.84%	6/30/2028		1,955		1,901			1,935			0.35
Cherry Bekaert Advisory LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.84%	6/30/2028		805		783			797			0.15
Cherry Bekaert Advisory LLC	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.84%	6/30/2028		226		(6	)		(2	)		—

13

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Diversified Financial Services (continued)
Citrin Cooperman Advisors, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	10/1/2027	$	834	$	834		$	834			0.15		%
Citrin Cooperman Advisors, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	10/1/2027		1,901		1,901			1,901			0.35
Citrin Cooperman Advisors, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	10/1/2027		247		247			247			0.05
Contractual Buyer, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	0.75%	11.25%	10/10/2030		249		245			249			0.05
Foreside Financial Group, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	9/30/2027		5,759		5,670			5,744			1.05
Foreside Financial Group, LLC	(5)(7)	First Lien Revolver	S + 5.25%	1.00%	10.72%	9/30/2027		712		(11	)		(2	)		—
Heights Buyer, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.17%	8/25/2028		3,818		3,818			3,818			0.70
Heights Buyer, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.17%	8/25/2028		620		—			—			—
Heights Buyer, LLC	(5)(7)	First Lien Revolver	S + 5.75%	1.00%	11.17%	8/25/2028		543		31			31			0.01
Kriv Acquisition Inc.	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.82%	7/6/2029		2,271		2,255			2,271			0.41
Kriv Acquisition Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	11.59%	7/6/2029		341		(2	)		—			—
Kriv Acquisition Inc.	(5)(7)	First Lien Revolver	S + 6.25%	1.00%	11.59%	7/6/2029		377		(3	)		—			—
Minotaur Acquisition, Inc.	(5)(8)(13)	First Lien Term Loan	S + 5.00%	1.00%	10.34%	6/2/2030		24,424		24,182			24,180			4.41
Minotaur Acquisition, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.34%	6/3/2030		8,141		(41	)		(81	)		(0.01	)
Minotaur Acquisition, Inc.	(5)(7)(13)	First Lien Revolver	S + 5.00%	1.00%	10.34%	6/3/2030		2,442		(24	)		(24	)		—
Pathstone Family Office LLC	(5)(6)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	5/15/2029		2,621		2,592			2,602			0.46
Pathstone Family Office LLC	(5)(6)(13)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	5/15/2029		530		525			528			0.10
Pathstone Family Office LLC	(5)(6)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.44%	5/15/2029		285		282			283			0.05
Pathstone Family Office LLC	(5)(6)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.00%	10.44%	5/15/2029		5,035		(25	)		(25	)		—
Pathstone Family Office LLC	(5)(6)(7)	First Lien Revolver	S + 5.00%	1.00%	10.44%	5/15/2028		87		(1	)		(1	)		—
R&T Acquisitions, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	8/31/2030		2,046		2,027			2,031			0.37
R&T Acquisitions, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.07%	8/31/2030		771		(7	)		(6	)		—
RWA Wealth Partners, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.07%	8/31/2028		104		103			104			0.02
RWA Wealth Partners, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.07%	8/31/2028		146		—			—			—
Wealth Enhancement Group, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.82%	10/4/2027		553		537			549			0.10
Wealth Enhancement Group, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.82%	10/2/2027		1,141		1,108			1,133			0.20
Wealth Enhancement Group, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.82%	10/4/2027		1,194		1,159			1,185			0.22
Wealth Enhancement Group, LLC	(5)(7)	First Lien Revolver	S + 5.50%	1.00%	10.82%	10/2/2027		105		(3	)		(1	)		—
										69,594			69,511			12.68
Diversified Telecommunication Services
Zacapa S.a r.l.		First Lien Term Loan	S + 4.00%	0.50%	9.34%	3/22/2029		4,813		4,823			4,815			0.88
Guardian US Holdco LLC	(8)	First Lien Term Loan	S + 3.50%	0.50%	8.84%	1/31/2030		4,301		4,314			4,279			0.78
Virgin Media Bristol LLC	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.69%	3/31/2031		2,877		2,841			2,723			0.50
										11,978			11,817			2.16

14

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Electrical Equipment
Infinite Bidco LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.57%	3/2/2028	$	249	$	245		$	246			0.04	%
Power Grid Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.09%	11/30/2030		4,987		4,928			4,925			0.90
TPC Engineering Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.00%	10.94%	2/16/2027		1,371		1,371			1,350			0.25
TPC Engineering Holdings, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.00%	10.94%	2/16/2027		64		64			63			0.01
TPC Engineering Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.50%	0.00%	10.94%	2/16/2027		1,565		462			438			0.08
										7,070			7,022			1.28
Electronic Equipment, Instruments and Components
AEP Passion Intermediate Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	12.00%	10/5/2027		249		249			246			0.04
Dwyer Instruments, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.17%	7/21/2027		233		230			233			0.04
Dwyer Instruments, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.17%	7/21/2027		16		16			16			—
Excelitas Technologies Corp.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.57%	8/12/2029		193		191			192			0.04
Excelitas Technologies Corp.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.57%	8/12/2029		5,044		(12	)		(24	)		—
Phoenix 1 Buyer Corp.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	11/20/2030		249		247			249			0.05
Wildcat BuyerCo, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.07%	2/26/2027		4,974		4,933			4,925			0.90
										5,854			5,837			1.07
Energy Equipment and Services
DMC Holdco, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	7/13/2029		249		247			249			0.05
Integrated Power Services Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	0.75%	9.95%	11/22/2028		4,434		4,363			4,423			0.81
Integrated Power Services Holdings, Inc.	(5)(13)	First Lien Term Loan	S + 4.50%	0.75%	9.95%	11/22/2028		4,497		4,491			4,486			0.82
Integrated Power Services Holdings, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.95%	11/22/2028		18,554		869			852			0.16
Integrated Power Services Holdings, Inc.	(5)(7)	First Lien Revolver	S + 4.50%	0.00%	9.95%	11/22/2027		544		77			84			0.02
Phillips & Temro Industries Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	9/8/2025		247		246			246			0.04
										10,293			10,340			1.90
Financial Services
Ascensus Group Holdings, Inc.		First Lien Term Loan	S + 3.50%	0.50%	8.95%	8/2/2028		3,705		3,714			3,712			0.68
Baldwin Insurance Group Holdings, LLC, The	(6)(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	5/26/2031		1,686		1,693			1,689			0.31
Boost Newco Borrower, LLC		First Lien Term Loan	S + 3.00%	0.00%	8.34%	1/31/2031		5,000		5,013			5,013			0.91
GTCR Everest Borrower, LLC	(8)	First Lien Term Loan	S + 3.00%	0.00%	8.34%	6/3/2031		5,000		4,988			5,009			0.91
										15,408			15,423			2.81
Food Products
Nonni's Foods LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.69%	6/1/2026		249		248			249			0.05
Primary Products Finance LLC	(6)	First Lien Term Loan	S + 3.50%	0.50%	8.99%	4/2/2029		2,593		2,600			2,602			0.47
RB Holdings Interco, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	5/4/2028		249		247			249			0.05
Sugar PPC Buyer LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.34%	10/2/2030		249		245			249			0.05
Ultimate Baked Goods Midco LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.69%	8/13/2027		2,614		2,603			2,601			0.47
Ultimate Baked Goods Midco LLC	(5)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.94%	8/13/2027		580		577			576			0.11
Ultimate Baked Goods Midco LLC	(5)(7)	First Lien Revolver	S + 6.25%	1.00%	11.69%	8/13/2027		373		68			68			0.01
WPP Bullet Buyer, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	12/7/2030		7,500		7,412			7,406			1.35
										14,000			14,000			2.56

15

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
Health Care Technology
Acentra Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.50%	10.82%	12/17/2029	$	1,897	$	1,897	$	1,888		0.34	%
Acentra Holdings, LLC	(5)(7)	First Lien Revolver	S + 5.50%	0.50%	10.82%	12/17/2029		94		23		23		—
athenahealth Group Inc.		First Lien Term Loan	S + 3.25%	0.50%	8.59%	2/15/2029		4,866		4,837		4,856		0.89
Caerus US 1 Inc.	(5)(6)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	5/25/2029		2,606		2,606		2,581		0.47
Cotiviti, Inc.	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	5/1/2031		1,995		2,000		1,990		0.36
Gainwell Acquisition Corp.	(8)	First Lien Term Loan	S + 4.00%	0.75%	9.44%	10/1/2027		1,995		1,906		1,937		0.35
IMO Investor Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	5/11/2029		201		198		199		0.04
IMO Investor Holdings, Inc.	(5)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.82%	5/11/2029		26		25		25		—
										13,492		13,499		2.45
Healthcare Equipment and Supplies
Agiliti Health, Inc.		First Lien Term Loan	S + 3.00%	0.00%	8.34%	5/1/2030		3,690		3,678		3,679		0.67
Alcor Scientific LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	1/31/2028		215		213		215		0.04
Aspen Medical Products, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.19%	6/15/2025		248		248		248		0.05
Belmont Instrument, LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.57%	8/19/2028		2,985		2,951		2,985		0.54
Blades Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.44%	3/28/2028		3,097		3,097		3,088		0.56
Blades Buyer, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.44%	3/28/2028		1,736		1,736		1,730		0.32
Blades Buyer, Inc.	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.19%	3/28/2028		155		44		43		0.01
CDL Parent, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.50%	12/7/2027		250		246		250		0.05
CPC/Cirtec Holdings, Inc	(5)(8)	First Lien Term Loan	S + 6.25%	0.75%	11.59%	1/30/2029		4,975		4,975		4,975		0.91
CVET Midco 2, L.P.	(8)	First Lien Term Loan	S + 5.00%	0.50%	10.34%	10/15/2029		3,045		3,053		2,952		0.54
										20,241		20,165		3.69
Healthcare Providers and Services
AB Centers Acquisition Corp.	(5)(8)	First Lien Term Loan	S + 6.00%	0.75%	11.44%	9/6/2028		2,855		2,855		2,844		0.52
AB Centers Acquisition Corp.	(5)(7)	First Lien Revolver	S + 6.00%	0.75%	11.44%	9/6/2028		131		—		—		—
ACI Group Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.94%	8/2/2028		3,421		3,421		3,403		0.62
ACI Group Holdings, Inc.	(5)(7)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.94%	8/2/2028		1,258		907		901		0.16
ACI Group Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.94%	8/2/2027		298		75		73		0.01
Arrow Management Acquisition, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.32%	10/14/2027		462		453		456		0.08
Arrow Management Acquisition, LLC	(5)(7)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.32%	10/14/2027		2,531		2,477		2,506		0.46
Azalea TopCo, Inc.		First Lien Term Loan	S + 3.50%	0.00%	8.84%	4/30/2031		4,551		4,531		4,554		0.83
Cardiology Management Holdings, LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.57%	1/31/2029		104		104		104		0.02
Cardiology Management Holdings, LLC	(5)(7)(8)	First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	11.57%	1/31/2029		74		74		73		0.01
Cardiology Management Holdings, LLC	(5)	First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	11.57%	1/31/2029		71		2		2		—
Community Medical Acquisition Corp.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.25%	12/15/2028		249		239		242		0.04
DCA Investment Holding LLC	(5)(8)	First Lien Term Loan	S + 6.41%	0.75%	11.73%	4/3/2028		2,656		2,565		2,630		0.48
DCA Investment Holding LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.41%	0.75%	11.73%	4/3/2028		327		317		324		0.06
DOCS, MSO, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.19%	6/1/2028		249		242		246		0.04
ENT MSO, LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.92%	12/31/2025		137		137		136		0.02
ENT MSO, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 7.00%	1.00%	12.42%	12/31/2025		85		85		84		0.02
ENT MSO, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.50%	1.00%	11.92%	12/31/2025		27		27		27		—

16

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Healthcare Providers and Services (continued)
Golden State Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.19%	6/22/2026	$	244	$	244		$	244			0.05	%
ImageFirst Holdings, LLC	(5)(7)	First Lien Revolver	S + 4.00%	0.75%	9.34%	4/27/2028		2,094		381			409			0.07
IvyRehab Intermediate II, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.42%	4/21/2029		202		199			199			0.04
IvyRehab Intermediate II, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.42%	4/21/2029		12		12			12			—
NJEye LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.25%	3/14/2025		1,062		1,062			1,062			0.19
NJEye LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.25%	3/14/2025		750		750			750			0.14
NJEye LLC	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.25%	3/14/2025		184		—			—			—
OB Hospitalist Group, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	9/27/2027		230		229			229			0.04
OIS Management Services, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.17%	11/16/2028		1,732		1,732			1,732			0.32
OIS Management Services, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.17%	11/16/2028		1,253		1,253			1,253			0.23
ONS MSO, LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.67%	7/8/2026		249		248			249			0.05
Orsini Pharmaceutical Services, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.69%	5/2/2029		4,679		4,626			4,637			0.85
Orsini Pharmaceutical Services, LLC	(5)(7)	First Lien Revolver	S + 5.25%	0.75%	10.69%	5/2/2028		297		(3	)		(2	)		—
Phynet Dermatology LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.82%	10/20/2029		249		246			246			0.04
PS Intermediate Holdco II, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.94%	4/25/2025		2,468		2,468			2,468			0.45
PS Intermediate Holdco II, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.94%	4/25/2025		252		252			252			0.05
PS Intermediate Holdco II, LLC	(5)(7)	First Lien Revolver	S + 5.50%	1.00%	10.94%	4/29/2025		265		80			80			0.01
RxSense Holdings LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.42%	3/11/2026		2,984		2,978			2,984			0.54
SCP Eye Care Holdco, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.94%	10/7/2029		249		159			156			0.03
Select Medical Corporation	(6)	First Lien Term Loan	S + 3.00%	0.00%	8.34%	3/6/2027		4,880		4,897			4,888			0.89
SM Wellness Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	0.75%	10.09%	4/17/2028		223		223			223			0.04
SM Wellness Holdings, Inc.	(5)(8)	Second Lien Term Loan	S + 8.00%	0.75%	13.59%	4/16/2029		26		25			26			—
Smile Doctors LLC	(5)(8)	First Lien Term Loan	S + 5.90%	0.75%	11.32%	12/23/2028		2,484		2,484			2,484			0.45
Smile Doctors LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.90%	0.75%	11.32%	12/23/2028		223		84			85			0.02
Smile Doctors LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.90%	0.75%	11.32%	12/23/2028		280		280			280			0.05
Specialized Dental Holdings II, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	14.84%	11/1/2027		9,005		(44	)		—			—
SpecialtyCare, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.34%	6/18/2028		2,972		2,718			2,801			0.51
SpecialtyCare, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.34%	6/19/2028		20		19			19			—
STCH Acquisition Inc.	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.42%	10/30/2026		2,460		2,460			2,460			0.45
STCH Acquisition Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.42%	10/30/2026		275		274			275			0.05
STCH Acquisition Inc.	(5)(7)	First Lien Revolver	S + 6.00%	0.00%	11.42%	10/30/2026		251		—			—			—
Summit Behavioral Healthcare, LLC	(8)	First Lien Term Loan	S + 4.25%	0.75%	9.59%	11/24/2028		3,041		3,041			3,059			0.56
The GI Alliance Management, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	9/15/2028		2,463		2,463			2,414			0.44
The GI Alliance Management, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.97%	9/15/2028		522		522			511			0.09
TST Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.19%	11/27/2026		123		122			123			0.02
Turningpoint Healthcare Solutions, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.19%	7/14/2027		1,734		1,734			1,730			0.32
Turningpoint Healthcare Solutions, LLC	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.19%	7/14/2027		257		128			128			0.02
U.S. Endodontics Partners Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.09%	11/1/2027		2,985		2,939			2,985			0.54
United Digestive MSO Parent, LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.97%	3/30/2029		249		249			244			0.04
Urology Management Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 6.04%	1.00%	11.54%	6/15/2026		143		140			141			0.03
Urology Management Holdings, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.04%	1.00%	11.54%	6/15/2026		105		103			104			0.02
USHV Management, LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.92%	12/23/2027		1,986		1,973			1,950			0.36
USHV Management, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.38%	1.00%	11.80%	12/23/2027		982		976			964			0.18
WCG Purchaser Corp.	(8)	First Lien Term Loan	S + 3.50%	1.00%	8.84%	1/8/2027		2,494		2,502			2,498			0.46
										65,739			65,957			12.01

17

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Hotels, Restaurants and Leisure
Dave & Buster's, Inc.	(6)	First Lien Term Loan	S + 3.25%	0.50%	8.59%	6/29/2029	$	5,000	$	5,016		$	5,011			0.91		%
Movati Athletic (Group) Inc.	(5)(6)(8)(13)	First Lien Term Loan	C + 5.25%	0.00%	10.89%	5/29/2030		CAD 28,875		20,736			20,799			3.79
Movati Athletic (Group) Inc.	(5)(6)(7)(13)	First Lien Delayed Draw Term Loan	C + 5.25%	1.00%	10.89%	5/29/2030		CAD 3,500		(38	)		(38	)		(0.01	)
Movati Athletic (Group) Inc.	(5)(6)(7)(13)	First Lien Revolver	C + 5.25%	0.00%	10.89%	5/29/2029		CAD 2,625		354			356			0.06
Southpaw AP Buyer, LLC	(5)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	3/2/2028		23,325		23,142			23,325			4.25
Southpaw AP Buyer, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.59%	3/2/2028		4,220		(15	)		—			—
Southpaw AP Buyer, LLC	(5)(7)	First Lien Revolver	S + 5.25%	0.00%	10.59%	3/2/2028		2,178		(18	)		—			—
										49,177			49,453			9.00
Household Products
TPC US Parent, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	11/24/2025		180		180			179			0.03
TPC US Parent, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.97%	11/24/2025		69		69			69			0.01
										249			248			0.04
Industrial Conglomerates
FCG Acquisitions, Inc.	(8)	First Lien Term Loan	S + 3.75%	0.50%	9.35%	3/31/2028		4,987		4,975			4,994			0.91
Harvey Tool Company, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	10/26/2027		3,616		3,484			3,607			0.66
Harvey Tool Company, LLC	(5)(8)(13)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	10/26/2027		16,578		16,495			16,537			3.01
Harvey Tool Company, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.97%	10/26/2027		947		913			945			0.17
Harvey Tool Company, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.97%	10/26/2027		6,527		(16	)		(16	)		—
Harvey Tool Company, LLC	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.97%	10/26/2027		2,372		(25	)		(6	)		—
										25,826			26,061			4.75
Insurance
Accession Risk Management, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	11/1/2029		249		247			249			0.05
Acrisure, LLC	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	11/6/2030		4,182		4,187			4,182			0.76
Alera Group, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.59%	10/2/2028		2,324		2,303			2,299			0.42
Alera Group, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.59%	10/2/2028		661		654			653			0.12
AMBA Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.67%	7/30/2027		3,621		3,591			3,584			0.65
AMBA Buyer, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.67%	7/30/2027		1,078		1,069			1,067			0.19
AMBA Buyer, Inc.	(5)(7)	First Lien Revolver	S + 5.25%	0.75%	10.67%	7/30/2027		276		(2	)		(3	)		—
Amerilife Holdings LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.09%	8/31/2029		4,696		4,652			4,684			0.85
Amerilife Holdings LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	8/21/2029		15,992		1,151			1,140			0.21
Amerilife Holdings LLC	(5)(7)	First Lien Revolver	S + 5.00%	0.75%	10.32%	8/31/2028		595		(5	)		(1	)		—
AQ Sunshine, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.72%	4/15/2027		4,788		4,757			4,788			0.87
AQ Sunshine, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.25%	1.00%	11.72%	4/15/2027		187		185			187			0.03
Ardonagh Group Finco Pty Ltd		First Lien Term Loan	S + 3.75%	0.00%	9.09%	2/27/2031		5,000		4,975			4,997			0.91
AssuredPartners, Inc	(8)	First Lien Term Loan	S + 3.50%	0.50%	8.84%	2/14/2031		2,915		2,911			2,925			0.53
Asurion, LLC	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.70%	12/23/2026		4,488		4,425			4,457			0.81
Beyond Risk Parent Holdings, Inc.	(5)	First Lien Term Loan	S + 4.50%	0.75%	9.92%	10/8/2027		82		82			81			0.01
Beyond Risk Parent Holdings, Inc.	(5)	First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.92%	10/8/2027		167		165			165			0.03

18

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Insurance (continued)
Broadstreet Partners, Inc.	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	6/13/2031	$	1,189	$	1,188		$	1,188			0.22	%
Galway Borrower LLC	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.67%	9/29/2028		2,957		2,848			2,957			0.54
HIG Finance 2 Limited	(6)(8)	First Lien Term Loan	S + 3.50%	0.50%	8.84%	2/15/2031		2,494		2,503			2,502			0.46
Imagine 360 LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	9/30/2026		1,974		1,949			1,974			0.36
Imagine 360 LLC	(5)(7)	First Lien Revolver	S + 5.50%	0.00%	10.97%	9/30/2026		16		—			—			—
Integrity Marketing Acquisition, LLC	(5)(8)	First Lien Term Loan	S + 6.03%	0.75%	11.45%	8/27/2026		192		191			192			0.04
Integrity Marketing Acquisition, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.80%	1.00%	11.22%	8/27/2026		644		640			644			0.12
Integrity Marketing Acquisition, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.05%	0.75%	11.47%	8/27/2026		400		397			400			0.07
Integrity Marketing Acquisition, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.02%	0.75%	11.34%	8/27/2026		3,395		3,384			3,395			0.62
Integrity Marketing Acquisition, LLC	(5)(7)	First Lien Revolver	S + 6.50%	1.00%	11.84%	8/27/2026		122		(1	)		—			—
KWOR Acquisition, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	12/22/2028		3,873		3,811			3,747			0.68
KWOR Acquisition, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.72%	12/22/2028		261		256			252			0.05
KWOR Acquisition, Inc.	(5)(7)	First Lien Revolver	S + 5.15%	0.00%	10.47%	12/22/2027		157		118			116			0.02
McLarens Midco Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.97%	12/19/2025		2,742		2,720			2,742			0.50
McLarens Midco Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.97%	12/19/2025		2,234		2,216			2,234			0.41
Oakbridge Insurance Agency, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.84%	11/1/2029		249		247			249			0.05
OneDigital Borrower LLC		First Lien Term Loan	S + 3.25%	0.00%	8.59%	6/13/2031		3,055		3,039			3,051			0.56
OneDigital Borrower LLC	(8)	First Lien Term Loan	S + 4.25%	0.50%	9.69%	11/16/2027		1,711		1,711			1,709			0.31
Pareto Health Intermediate Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.57%	5/31/2030		1,828		1,828			1,828			0.33
Pareto Health Intermediate Holdings, Inc.	(5)(7)	First Lien Revolver	S + 6.50%	1.00%	11.84%	6/1/2029		163		—			—			—
Patriot Growth Insurance Services, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.47%	10/16/2028		194		187			193			0.04
Patriot Growth Insurance Services, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.47%	10/16/2028		54		52			54			0.01
Riser Interco LLC	(5)(8)	First Lien Term Loan	S + 6.00%	0.75%	11.32%	10/31/2029		2,985		2,958			2,985			0.54
Riser Interco LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.34%	10/31/2029		31,644		4,585			4,505			0.82
Simplicity Financial Marketing Group Holdings Inc.	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.47%	12/2/2026		56		55			55			0.01
Simplicity Financial Marketing Group Holdings Inc.	(5)(8)	First Lien Term Loan	S + 6.29%	1.00%	11.76%	12/2/2026		838		827			834			0.15
Simplicity Financial Marketing Group Holdings Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.47%	12/2/2026		678		665			665			0.12
Simplicity Financial Marketing Group Holdings Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.29%	1.00%	11.76%	12/2/2026		1,412		1,394			1,405			0.26
Summit Acquisition Inc.	(5)(8)	First Lien Term Loan	S + 6.75%	0.75%	12.07%	5/1/2030		249		249			249			0.05
THG Acquisition, LLC	(5)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.94%	12/2/2026		4,588		4,588			4,554			0.83
World Insurance Associates, LLC	(5)(8)	First Lien Term Loan	S + 6.75%	1.00%	12.07%	4/3/2028		784		784			784			0.14
World Insurance Associates, LLC	(5)(7)	First Lien Revolver	S + 6.00%	1.00%	11.34%	4/3/2028		212		(2	)		(1	)		—
										80,734			80,916			14.75
Internet Software & Services
Cardinal Parent, Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	0.75%	9.97%	11/12/2027		249		231			234			0.04
Rally Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.07%	7/19/2028		177		177			177			0.03
Rally Buyer, Inc.	(5)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.07%	7/19/2028		15		15			15			—
Spirit RR Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.42%	9/13/2028		5,973		5,972			5,973			1.09
Spirit RR Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.00%	0.75%	10.42%	9/13/2028		497		83			83			0.02
										6,478			6,482			1.18

19

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
IT Services
Integra US Bidco Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.22%	12/26/2025	$	212	$	210		$	212			0.04	%
Integra US Bidco Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.22%	12/26/2025		37		36			37			0.01
LogicMonitor, Inc.	(5)(8)	First Lien Term Loan	S + 6.50%	0.00%	11.82%	5/15/2026		250		250			250			0.05
Marco Technologies, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.57%	11/24/2026		250		247			249			0.05
NTI Connect, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.94%	1/30/2026		210		207			207			0.04
NTI Connect, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.94%	1/30/2026		39		38			38			0.01
OEConnection LLC	(5)(13)	First Lien Term Loan	S + 5.25%	0.75%	10.59%	4/22/2031		25,739		25,678			25,674			4.68
OEConnection LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.25%	0.00%	10.59%	4/22/2031		4,469		(5	)		(11	)		—
OEConnection LLC	(5)(7)(13)	First Lien Revolver	S + 5.25%	0.75%	10.59%	4/22/2031		2,793		(7	)		(7	)		—
Safety Borrower Holdings LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.84%	9/1/2027		249		247			249			0.05
SailPoint Technologies Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 6.00%	0.75%	11.34%	8/16/2029		250		250			250			0.05
										27,151			27,148			4.98
Leisure Products
Topgolf Callaway Brands Corp.	(6)	First Lien Term Loan	S + 3.00%	0.00%	8.34%	3/18/2030		2,313		2,321			2,323			0.42
										2,321			2,323			0.42
Life Sciences Tools & Services
Emmes Blocker, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	7/7/2028		149		149			149			0.03
Emmes Blocker, Inc.	(5)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.82%	7/7/2028		100		100			100			0.02
KWOL Acquisition, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	0.75%	11.50%	12/12/2029		249		246			249			0.05
Parexel International Inc.	(8)	First Lien Term Loan	S + 3.25%	0.50%	8.70%	11/15/2028		2,469		2,475			2,477			0.45
Sotera Health Holdings, LLC	(6)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	5/30/2031		4,173		4,161			4,172			0.76
										7,131			7,147			1.31
Machinery
Arch Cutting Tools Corp.	(5)(8)	First Lien Term Loan	S + 4.75%	0.00%	10.17%	4/1/2026		249		244			246			0.04
CD&R Hydra Buyer, Inc.		First Lien Term Loan	S + 4.00%	0.00%	9.34%	3/25/2031		4,899		4,922			4,914			0.90
Clyde Industries US Holdco, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	12/18/2025		233		232			233			0.04
Dynatect Group Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.92%	9/30/2026		1,758		1,758			1,758			0.32
Dynatect Group Holdings, Inc.	(5)(7)	First Lien Revolver	S + 4.50%	1.00%	9.92%	6/30/2026		1,236		—			—			—
Flow Control Solutions, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	3/31/2029		143		142			142			0.03
Flow Control Solutions, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	3/31/2029		38		38			38			0.01
Flow Control Solutions, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	3/31/2029		68		67			67			0.01
Flow Control Solutions, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	3/31/2029		7,901		140			110			0.02
Flow Control Solutions, Inc.	(5)(7)(13)	First Lien Revolver	S + 5.00%	0.75%	10.32%	3/31/2029		1,411		(11	)		(11	)		—
Merlin Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	0.50%	10.09%	12/14/2028		2,390		2,318			2,390			0.44
Merlin Buyer, Inc.	(5)(7)	First Lien Revolver	S + 3.75%	0.00%	9.09%	12/14/2026		598		(7	)		(13	)		—
Process Insights Acquisition, Inc.	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.57%	7/18/2029		249		248			246			0.04
WCI-Cedar Purchaser, LLC	(5)(8)	First Lien Term Loan	S + 4.50%	1.00%	10.09%	12/31/2027		249		249			247			0.05
										10,340			10,367			1.90

20

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value			Percentage of Net Assets
Media
Arches Buyer Inc.		First Lien Term Loan	S + 3.25%	0.00%	8.69%	12/6/2027	$	2,992	$	2,916	$	2,869			0.52	%
Getty Images, Inc.	(6)	First Lien Term Loan	S + 4.50%	0.00%	9.94%	2/19/2026		4,837		4,854		4,842			0.88
Klick, Inc.	(5)(6)(8)	First Lien Term Loan	S + 4.50%	1.00%	9.92%	3/31/2028		2,175		2,175		2,175			0.40
Klick, Inc.	(5)(6)(7)	First Lien Revolver	S + 4.50%	1.00%	9.92%	3/31/2026		813		325		325			0.06
MH Sub I, LLC (Micro Holding Corp.)		First Lien Term Loan	S + 4.25%	0.00%	9.59%	5/3/2028		4,987		4,978		4,988			0.91
Red Ventures, LLC (New Imagitas, Inc.)	(8)	First Lien Term Loan	S + 3.00%	0.00%	8.34%	3/3/2030		1,995		1,997		1,975			0.36
Trunk Acquisition, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.22%	2/19/2027		233		233		233			0.04
Trunk Acquisition, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.22%	2/19/2027		16		16		16			—
W2O Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.07%	6/12/2026		4,974		4,956		4,910			0.90
										22,450		22,333			4.07
Oil, Gas and Consumable Fuels
Brazos Delaware II, LLC	(8)	First Lien Term Loan	S + 3.50%	0.50%	8.84%	2/11/2030		1,995		1,999		2,005			0.37
EDPO, LLC	(5)(8)	First Lien Term Loan	S + 4.50%	0.75%	9.84%	12/8/2027		4,787		4,787		4,727			0.86
EDPO, LLC	(5)(7)	First Lien Delayed Draw Term Loan	S + 4.50%	0.75%	9.84%	12/8/2027		131		—		(2	)		—
EDPO, LLC	(5)(7)	First Lien Revolver	S + 4.50%	1.00%	9.84%	12/8/2026		57		—		(1	)		—
Medallion Midland Acquisition, L.P.	(8)	First Lien Term Loan	S + 3.50%	0.00%	8.84%	10/18/2028		1,995		2,002		2,007			0.36
Valicor PPC Intermediate II LLC	(5)(8)	First Lien Term Loan	S + 4.25%	1.00%	9.69%	7/24/2026		177		176		177			0.03
Valicor PPC Intermediate II LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.44%	7/24/2026		29		29		29			0.01
Valicor PPC Intermediate II LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.25%	1.00%	9.69%	7/24/2026		42		42		42			0.01
										9,035		8,984			1.64
Pharmaceuticals
Bridges Consumer Healthcare Intermediate LLC	(5)(8)	First Lien Term Loan	S + 6.19%	1.00%	11.61%	1/20/2027		249		246		249			0.05
Exactcare Parent Inc.	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.82%	11/5/2029		249		245		249			0.05
										491		498			0.10
Professional Services
Analytic Partners, LP	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	4/4/2028		249		245		245			0.04
Applied Technical Services, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.22%	12/29/2026		116		114		115			0.02
Applied Technical Services, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.47%	12/29/2026		25		24		24			—
Applied Technical Services, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.22%	12/29/2026		108		107		108			0.02
Clinical Education Alliance, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	12/21/2026		45		44		45			0.01
Clinical Education Alliance, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.47%	12/21/2026		204		198		199			0.04
DISA Holdings Corp.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	9/9/2028		197		197		197			0.04
DISA Holdings Corp.	(5)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.32%	9/9/2028		53		53		53			0.01
DTI Holdco, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.09%	4/26/2029		249		247		249			0.05
Foreigner Bidco Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.94%	4/19/2028		225		225		225			0.04
Foreigner Bidco Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.94%	4/19/2028		25		25		25			—
Grant Thornton Advisors LLC	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	5/31/2031		1,551		1,551		1,557			0.28

21

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Professional Services (continued)
HSI Halo Acquisition, Inc.	(5)(13)	First Lien Term Loan	S + 5.00%	0.75%	10.32%	6/30/2031	$	8,217	$	8,196		$	8,196			1.49		%
HSI Halo Acquisition, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	0.00%	10.07%	6/30/2031		1,467		(2	)		(4	)		—
HSI Halo Acquisition, Inc.	(5)(7)(13)	First Lien Revolver	S + 4.75%	0.00%	10.07%	6/28/2030		978		(2	)		(2	)		—
Iris Buyer LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.59%	10/2/2030		249		245			249			0.05
Jensen Hughes, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.19%	3/24/2025		2,914		2,914			2,900			0.53
Jensen Hughes, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.19%	3/24/2025		2,073		2,073			2,062			0.38
Medical Review Institute of America, LLC	(5)(8)	First Lien Term Loan	S + 5.00%	0.00%	10.32%	7/3/2025		249		249			249			0.05
MHE Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.47%	7/21/2027		630		624			630			0.11
MHE Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 6.25%	1.00%	11.72%	7/21/2027		50		50			50			0.01
MHE Intermediate Holdings, LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.97%	7/21/2027		45		45			45			0.01
MHE Intermediate Holdings, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.47%	7/21/2027		173		172			173			0.03
MHE Intermediate Holdings, LLC	(5)(7)	First Lien Revolver	S + 6.00%	1.00%	11.47%	7/21/2027		60		(1	)		—			—
OMNIA Partners, LLC		First Lien Term Loan	S + 3.25%	0.00%	8.59%	7/25/2030		4,500		4,523			4,508			0.82
Propio LS, LLC	(5)(13)	First Lien Term Loan	S + 5.50%	0.75%	10.82%	7/17/2030		2,736		2,717			2,695			0.49
Ruppert Landscape, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.25%	12/1/2028		577		565			572			0.10
Ruppert Landscape, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.25%	12/1/2028		2,407		2,357			2,381			0.43
Ruppert Landscape, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.75%	0.75%	11.25%	12/1/2028		11,899		(57	)		(133	)		(0.02	)
Ruppert Landscape, LLC	(5)(7)(13)	First Lien Revolver	S + 5.75%	0.75%	11.25%	12/1/2028		793		151			151			0.03
Sedgwick Claims Management Services, Inc. (Lightning Cayman Merger Sub, Ltd.)		First Lien Term Loan	S + 3.75%	0.00%	9.09%	2/24/2028		3,759		3,749			3,767			0.69
Skopima Consilio Parent LLC		First Lien Term Loan	S + 4.00%	0.50%	9.45%	5/12/2028		4,987		4,979			4,989			0.91
Tempo Buyer Corp.	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.07%	8/26/2028		249		248			249			0.05
TRC Companies LLC	(8)	First Lien Term Loan	S + 3.75%	0.50%	9.20%	12/8/2028		4,660		4,662			4,676			0.85
USRP Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.19%	7/23/2027		4,382		4,382			4,382			0.80
USRP Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.75%	0.00%	11.19%	7/23/2027		184		—			—			—
Vensure Employer Services	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.57%	12/17/2029		249		169			169			0.03
										46,038			45,996			8.39
Real Estate Management and Development
Sako and Partners Lower Holdings LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.47%	9/15/2028		3,760		3,761			3,761			0.69
Sako and Partners Lower Holdings LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.47%	9/15/2028		898		898			898			0.16
Sako and Partners Lower Holdings LLC	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.09%	9/15/2028		317		—			—			—
										4,659			4,659			0.85
Road and Rail
AMS Parent, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	0.75%	10.20%	10/25/2028		249		245			245			0.04
										245			245			0.04

22

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Software
365 Retail Markets, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.22%	12/23/2026	$	138	$	138		$	138			0.03	%
365 Retail Markets, LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.22%	12/23/2026		111		111			111			0.02
Adelaide Borrower, LLC	(5)(8)(13)	First Lien Term Loan	S + 3.38%	0.75%	11.59% (Incl. 3.38% PIK)	5/8/2030		7,325		7,181			7,237			1.32
Adelaide Borrower, LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 6.25%	0.00%	12.07% (Incl. 3.38% PIK)	5/8/2030		1,670		(16	)		(20	)		—
Adelaide Borrower, LLC	(5)(7)(13)	First Lien Revolver	S + 3.38%	0.75%	8.71%	5/8/2030		1,040		(20	)		(12	)		—
Banker's Toolbox, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.60%	7/27/2027		3,659		3,628			3,659			0.67
Banker's Toolbox, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	0.75%	10.60%	7/27/2027		660		654			660			0.12
Banker's Toolbox, Inc.	(5)(7)	First Lien Revolver	S + 5.25%	0.75%	10.60%	7/27/2027		637		240			245			0.04
Bluecat Networks (USA) Inc.	(5)(6)(8)	First Lien Term Loan	S + 4.00%	0.75%	11.30% (Incl. 2.00% PIK)	8/8/2028		183		183			183			0.03
Bluecat Networks (USA) Inc.	(5)(6)(7)	First Lien Delayed Draw Term Loan	S + 4.00%	0.75%	9.32% (Incl. 2.00% PIK)	8/8/2028		34		6			6			—
Bluecat Networks (USA) Inc.	(5)(6)(8)	First Lien Delayed Draw Term Loan	S + 4.00%	0.75%	11.30% (Incl. 2.00% PIK)	8/8/2028		34		34			34			0.01
Central Parent LLC	(8)	First Lien Term Loan	S + 3.25%	0.00%	8.59%	7/6/2029		2,000		2,009			1,977			0.36
DT Intermediate Holdco, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.17%	2/24/2028		249		240			248			0.05
e-Discovery AcquireCo, LLC	(5)(8)	First Lien Term Loan	S + 6.50%	1.00%	11.82%	8/29/2029		250		249			250			0.05
e-Discovery AcquireCo, LLC	(5)(8)(13)	First Lien Term Loan	S + 5.75%	1.00%	11.09%	8/29/2029		1,533		1,529			1,506			0.27
Enverus Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.84%	12/22/2029		2,310		2,278			2,310			0.42
Enverus Holdings, Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.84%	12/22/2029		116		(2	)		—			—
Enverus Holdings, Inc.	(5)(7)	First Lien Revolver	S + 5.50%	0.75%	10.84%	12/22/2029		174		(2	)		—			—
ESG Investments, Inc.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.22%	3/11/2028		141		139			140			0.03
ESG Investments, Inc.	(5)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.22%	3/11/2028		17		17			17			—
Kipu Buyer, LLC	(5)(8)	First Lien Term Loan	S + 4.25%	1.00%	9.57%	1/27/2027		2,264		2,230			2,264			0.41
Kipu Buyer, LLC	(5)(7)	First Lien Revolver	S + 4.25%	0.00%	9.57%	1/27/2026		365		(5	)		—			—
KPA Parent Holdings, Inc.	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.44%	7/17/2026		3,546		3,510			3,546			0.65
KPA Parent Holdings, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 6.00%	1.00%	11.44%	7/19/2026		1,026		1,016			1,026			0.19
KPA Parent Holdings, Inc.	(5)(7)	First Lien Revolver	S + 6.00%	1.00%	11.44%	7/17/2026		403		(4	)		—			—
Litera Bidco LLC	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.07%	5/1/2028		5,227		5,218			5,215			0.95
Litera Bidco LLC	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 4.75%	1.00%	10.07%	5/1/2028		2,849		430			427			0.08
Litera Bidco LLC	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.07%	5/1/2028		434		—			(1	)		—
McAfee Corp.	(8)	First Lien Term Loan	S + 3.25%	0.50%	8.59%	3/1/2029		4,773		4,779			4,774			0.87
MercuryGate International, Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.42%	8/21/2026		4,441		4,396			4,441			0.81
MercuryGate International, Inc.	(5)(7)	First Lien Revolver	S + 4.75%	1.00%	10.09%	8/23/2026		537		(6	)		—			—
Montana Buyer Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	0.75%	11.09%	7/22/2029		4,975		4,975			4,975			0.90
MRI Software LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	2/10/2027		249		245			246			0.04
Navex TopCo, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.84%	11/8/2030		7,481		7,398			7,481			1.36
North Star Acquisitionco, LLC	(5)(6)(8)	First Lien Term Loan	S + 5.00%	1.00%	10.25%	5/3/2029		4,094		4,094			4,084			0.74
North Star Acquisitionco, LLC	(5)(6)(8)(13)	First Lien Term Loan	S + 5.00%	1.00%	10.25%	5/3/2029		2,385		2,373			2,379			0.43
North Star Acquisitionco, LLC	(5)(6)(8)	First Lien Term Loan	C + 5.00%	1.00%	9.97%	5/3/2029		CAD 9,132		6,595			6,660			1.21
North Star Acquisitionco, LLC	(5)(6)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	1.00%	10.25%	5/3/2029		2,095		370			369			0.07
North Star Acquisitionco, LLC	(5)(6)(7)	First Lien Revolver	S + 5.00%	1.00%	10.25%	5/3/2029		2,275		1,227			1,230			0.22
Pegasus Transtech Holding, LLC	(5)(8)	First Lien Term Loan	S + 6.00%	1.00%	11.34%	11/17/2026		248		248			248			0.05
Perforce Software, Inc.	(5)(8)	First Lien Term Loan	S + 4.50%	0.50%	9.84%	7/1/2026		2,985		2,904			2,983			0.54

23

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CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Software (continued)
Prism Parent Co. Inc.	(5)(8)	First Lien Term Loan	S + 5.00%	0.75%	10.34%	9/19/2028	$	3,972	$	3,972		$	3,894			0.71		%
Prism Parent Co. Inc.	(5)(7)	First Lien Delayed Draw Term Loan	S + 5.00%	0.75%	10.34%	9/19/2028		1,008		—			(20	)		—
Renaissance Holding Corp	(5)(8)	First Lien Term Loan	S + 4.25%	0.50%	9.57%	4/8/2030		249		250			249			0.05
Thunder Purchaser, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.22%	6/30/2028		189		187			189			0.03
Thunder Purchaser, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.75%	1.00%	11.22%	6/30/2028		60		59			60			0.01
Trimech Acquisition Corp.	(5)(8)	First Lien Term Loan	S + 4.75%	1.00%	10.22%	3/10/2028		1,831		1,831			1,831			0.33
Trimech Acquisition Corp.	(5)(7)	First Lien Revolver	S + 4.75%	0.00%	10.22%	3/10/2028		159		95			96			0.02
WatchGuard Technologies, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	0.75%	10.59%	7/2/2029		249		240			248			0.05
										77,223			77,583			14.14
Specialty Retail
LS Group Opco Acquisition LLC (LS Group PropCo Acquisition LLC)	(8)	First Lien Term Loan	S + 3.00%	0.00%	8.34%	4/23/2031		1,991		1,991			1,994			0.36
Mavis Tire Express Services Topco, Corp.	(8)	First Lien Term Loan	S + 3.75%	0.75%	9.09%	5/4/2028		1,496		1,496			1,501			0.27
Monahan Products, LLC	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.97%	8/27/2027		249		246			249			0.05
PetSmart LLC	(8)	First Lien Term Loan	S + 3.75%	0.75%	9.19%	2/11/2028		3,245		3,228			3,239			0.58
Shock Doctor Intermediate, LLC	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	11/20/2029		249		246			249			0.05
										7,207			7,232			1.31
Technology Hardware, Storage and Peripherals
TA TT Buyer, LLC	(5)(8)	First Lien Term Loan	S + 4.75%	0.50%	10.07%	4/2/2029		2,992		2,981			2,999			0.55
UBEO, LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.72%	4/3/2026		818		816			818			0.15
										3,797			3,817			0.70
Trading Companies and Distributors
BCPE Empire Holdings, Inc.	(8)	First Lien Term Loan	S + 4.00%	0.50%	9.34%	12/11/2028		4,988		5,005			4,995			0.91
Graffiti Buyer, Inc.	(5)(8)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	8/10/2027		3,418		3,373			3,378			0.61
Graffiti Buyer, Inc.	(5)(8)(13)	First Lien Term Loan	S + 5.50%	1.00%	10.92%	8/10/2027		2,462		2,445			2,427			0.44
Graffiti Buyer, Inc.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.92%	8/10/2027		1,558		1,537			1,539			0.28
Graffiti Buyer, Inc.	(5)(7)(13)	First Lien Delayed Draw Term Loan	S + 5.50%	1.00%	10.92%	8/10/2027		2,238		(8	)		(32	)		(0.01	)
Kele Holdco, Inc.	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.69%	2/20/2026		2,651		2,651			2,638			0.47
Kele Holdco, Inc.	(5)(7)	First Lien Revolver	S + 5.25%	1.00%	10.69%	2/20/2026		342		146			144			0.03
										15,149			15,089			2.73
Water Utilities
Water Holdings Acquisition LLC	(5)(8)	First Lien Term Loan	S + 5.25%	1.00%	10.67%	12/18/2026		242		234			240			0.04
Water Holdings Acquisition LLC	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.25%	1.00%	10.67%	12/18/2026		7		7			7			—
										241			247			0.04
Wireless Telecommunication Services
Alert Media, Inc.	(5)(8)	First Lien Term Loan	S + 1.00%	1.00%	12.08% (Incl. 5.75% PIK)	4/12/2027		122		122			122			0.02
Alert Media, Inc.	(5)(8)	First Lien Term Loan	S + 5.75%	1.00%	11.07%	4/12/2027		131		131			131			0.02
CCI Buyer, Inc.		First Lien Term Loan	S + 4.00%	0.75%	9.34%	12/17/2027		4,631		4,625			4,641			0.84
DAS Purchaser 2 Corp.	(5)(8)	First Lien Term Loan	S + 5.50%	0.75%	10.92%	4/30/2027		83		82			79			0.01
DAS Purchaser 2 Corp.	(5)(8)	First Lien Delayed Draw Term Loan	S + 5.50%	0.75%	10.92%	4/30/2027		166		164			156			0.03
										5,124			5,129			0.92
Total Secured Debt Investments										1,013,944			1,014,905			185.03

24

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
Unsecured Debt Investments
Diversified Consumer Services
AVG Intermediate Holdings LLC	(5)	Subordinated Unsecured Term Loan	S + N/A	N/A	13.75% PIK	3/16/2028	$	703	$	703	$	659		0.12	%
AVG Intermediate Holdings LLC	(5)	Subordinated Unsecured Delayed Draw Term Loan	S + N/A	N/A	13.75% PIK	3/16/2028		269		269		252		0.05
VetCor Group Holdings LLC	(5)	Subordinated Unsecured Term Loan	N/A	N/A	13.75% PIK	8/31/2030		5		5		5		—
VetCor Group Holdings LLC	(5)	Subordinated Unsecured Term Loan	N/A	N/A	14.75% PIK	8/31/2030		2		1		1		—
VetCor Group Holdings LLC	(3)(5)	Subordinated Unsecured Delayed Draw Term Loan	N/A	N/A	13.75% PIK	8/31/2030		—		—		—		—
										978		917		0.17
Health Care Technology
Employee Health Co.	(5)	Unsecured Term Loan	N/A	N/A	13.75% PIK	11/10/2031		257		252		252		0.05
										252		252		0.05
Healthcare Providers and Services
OB Hospitalist Group, Inc.	(5)	Subordinated Unsecured Term Loan	S + 9.75%	1.00%	15.09%	9/27/2028		20		20		19		—
										20		19		—
Total Unsecured Debt Investments										1,250		1,188		0.22
Equity Investments
Auto Components
EAH Holdco, LLC	(3)(5)(11)	Common						—		136		154		0.03
QAS Parent, LLC	(5)(11)	Common						237		366		395		0.07
										502		549		0.10
Building Products
MDC Interior Acquisition Inc	(5)(11)(13)	Common						1		894		894		0.16
										894		894		0.16
Commercial Services and Supplies
Hercules Blocker LLC	(5)(9)(11)	Common						140		251		211		0.04
KAWP Holdings, L.P.	(3)(5)(11)	Common						—		309		291		0.05
										560		502		0.09

25

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)			Fair Value			Percentage of Net Assets
Construction & Engineering
Hydraulic Technologies USA LLC	(5)(12)(13)	Common					$	8	$	8		$	8			—	%
Hydraulic Technologies USA LLC	(5)(12)(13)	Preferred						743		743			743			0.14
MEI Co-Investor Aggregator LLC	(5)(11)	Common						1		796			900			0.16
										1,547			1,651			0.30
Diversified Consumer Services
American Veterinary Group Holdings, LLC	(5)(11)	Common						243		387			185			0.03
Four Seasons Blocker Aggregator, LP	(3)(5)(11)	Common						—		203			182			0.03
GS Seer Group Holdings, LLC	(3)(5)(11)	Common						—		110			121			0.02
Health Aggregator LLC	(3)(5)(11)	Common						—		159			152			0.03
Home Service HoldCo, Inc.	(5)(11)	Common						2		264			239			0.04
VPP Group Holdings, L.P.	(3)(5)(11)	Common						—		265			263			0.05
										1,388			1,142			0.20
Diversified Financial Services
Arax MidCo, LLC	(5)(6)(7)(12)(13)	Common						1,154		721			721			0.13
Cerity Partners Equity Holding LLC	(5)(12)(13)	Preferred						1,375		1,337			1,337			0.24
Cerity Partners Equity Holding LLC	(5)(7)(12)(13)	Preferred						917		(12	)		(25	)		—
GC Mountaintop Intermediate II Inc	(5)(11)	Preferred						659		782			814			0.15
GC Mountaintop Holdings, LLC	(5)(11)	Common						507		648			817			0.15
										3,476			3,664			0.67
Energy Equipment and Services
Tiger Parent Holdco L.P.	(3)(5)(11)	Common						—		895			895			0.16
										895			895			0.16
Healthcare Providers and Services
Holocene Topco LP	(5)(10)(11)	Preferred						136		322			420			0.08
Oral Surgery Holdings, LLC	(5)(11)	Preferred						42		554			780			0.14
REP Coinvest III AGP Blocker, L.P.	(5)(11)	Common						155		408			437			0.08
REP Coinvest III AGP, L.P.	(5)(11)	Common						66		175			187			0.03
RxSense Group LLC	(5)(11)	Common						14		284			345			0.06
US Heart And Vascular Holdings LLC	(5)(11)	Common						100		106			68			0.01
										1,849			2,237			0.40
Insurance
Accelerate Topco Holdings LLC	(5)(11)	Common						6		222			263			0.05
IMG Blocker Buyer Parent, LLC	(5)(11)	Preferred						48		571			563			0.10
IMG Blocker Buyer Parent, LLC	(3)(5)(11)	Common						—		6			6			—
Integrity Marketing Group, LLC	(5)(11)	Preferred						147		181			181			0.03
LEP McLarens Co-Invest, L.P.	(5)(11)	LP Units						40		132			121			0.02
LEP Pequod Holdings LP	(3)(5)(11)	Common						—		226			346			0.06
OHCP V GA COI, L.P.	(5)(11)	Preferred						98		119			128			0.03
OHCP V GA COI, L.P.	(5)(11)	Common						11		13			14			—
										1,470			1,622			0.29

26

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments (1)	Footnotes	Asset Type	Reference Rate and Spread (2)	Interest Rate Floor	Interest Rate (2)	Maturity Date	Par Amount / Shares		Amortized Cost (4)		Fair Value		Percentage of Net Assets
Internet Software & Services
Winterfell Co-Invest SCSp	(5)(11)	Common					$	445	$	673	$	698		0.13	%
										673		698		0.13
IT Services
OEConnection LLC	(3)(5)(11)(13)	Common						—		321		429		0.08
										321		429		0.08
Professional Services
Elevator Holdco, Inc. Common Stock	(3)(5)(11)(13)	Common						—		453		334		0.06
TVG-KUSRP Holdings, LP	(5)(11)	Preferred						232		285		248		0.05
										738		582		0.11
Software
North Star Acquisition Aggregator, L.P.	(5)(6)(11)	Common						336		362		401		0.08
										362		401		0.08
Trading Companies and Distributors
Graffiti Parent, LP	(5)(11)	Common						2		522		344		0.06
Kele Holdings, Inc.	(3)(5)(11)	Common						—		187		210		0.04
										709		554		0.10
Total Equity Investments										15,384		15,820		2.87
Total Investments - non-controlled/non-affiliated										1,030,578		1,031,913		188.12	%
Cash and Cash Equivalents
Cash and Cash Equivalents	(14)									58,908		58,908		10.73
Total Cash and Cash Equivalents										58,908		58,908		10.73
Total Portfolio Investments, Cash and Cash Equivalents									$	1,089,486	$	1,090,821		198.85	%

27

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

1.

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

2.

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

3.

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

4.

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

5.

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by the Adviser as the Company’s valuation designee, subject to the oversight of the Board of Trustees (the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

6.

The investment is not a qualifying asset, in whole or in part, under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2024, non-qualifying assets represented 9.50% of total assets as calculated in accordance with regulatory requirements.

7.

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

8.

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

9.

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

10.

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

11.

Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2024, the aggregate fair value of these securities is $13,036 or 2.87% of the Company’s net assets. The acquisition date of these restricted securities was January 19, 2024.

12.

Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2024, the aggregate fair value of these securities is $2,784 or 0.51% of the Company’s net assets. The acquisition date of Arax MidCo, LLC and Cerity Partners Equity Holding LLC was May 30, 2024. The acquisition date of Hydraulic Technologies USA LLC was June 3, 2024.

13.

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

14.

Cash equivalents amounting to $51,671 are invested in money market funds (BlackRock Liquidity T-Fund - Institutional Shares) and would be categorized as Level 1 under the ASC 820 fair value level hierarchy as of June 30, 2024.

See accompanying notes to the consolidated financial statements

28

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
AB Centers Acquisition Corp.	Revolver	9/6/2028	$	131	$	—
Acentra Holdings, LLC	Revolver	12/17/2029		70		—
ACI Group Holdings, Inc.	Delayed Draw Term Loan	8/2/2028		351		(2	)
ACI Group Holdings, Inc.	Revolver	8/2/2027		224		(1	)
Adelaide Borrower, LLC	Revolver	5/8/2030		1,040		(12	)
Adelaide Borrower, LLC	Delayed Draw Term Loan	5/8/2026		1,670		(20	)
AMBA Buyer, Inc.	Revolver	7/30/2027		276		(3	)
Amerilife Holdings LLC	Revolver	8/31/2028		595		(1	)
Amerilife Holdings LLC	Delayed Draw Term Loan	6/17/2026		14,811		(37	)
Apex Service Partners, LLC	Delayed Draw Term Loan	10/24/2025		118		(1	)
Apex Service Partners, LLC	Revolver	10/24/2029		209		—
Arax MidCo, LLC	Equity	4/11/2029		432		—
Arax MidCo, LLC	Revolver	4/11/2029		1,293		(16	)
Arax MidCo, LLC	Delayed Draw Term Loan	10/14/2025		4,689		(59	)
Ares Holdings, LLC	Revolver	11/18/2026		36		(1	)
Arrow Management Acquisition, LLC	Delayed Draw Term Loan	8/19/2024		3		—
AVG Intermediate Holdings LLC	Revolver	3/16/2027		166		(3	)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/1/2025		107		—
AWP Group Holdings, Inc.	Revolver	12/24/2029		25		—
Banker's Toolbox, Inc.	Revolver	7/27/2027		392		—
BC Group Holdings, Inc.	Delayed Draw Term Loan	12/21/2025		8,039		—
Blackbird Purchaser, Inc.	Delayed Draw Term Loan	12/19/2025		650		—
Blackbird Purchaser, Inc.	Revolver	12/19/2029		619		—
Blackhawk Industrial Distribution, Inc.	Revolver	9/17/2025		73		—
Blades Buyer, Inc.	Revolver	3/28/2028		111		(1	)
Bluecat Networks (USA) Inc.	Delayed Draw Term Loan	8/8/2024		28		—
Cardiology Management Holdings, LLC	Delayed Draw Term Loan	1/31/2029		69		—
Cerity Partners Equity Holding LLC	Revolver	7/28/2028		3,266		(33	)
Cerity Partners Equity Holding LLC	Equity	7/28/2029		917		(25	)
Cerity Partners Equity Holding LLC	Delayed Draw Term Loan	6/7/2026		26,929		(269	)
CFGI Holdings, LLC	Revolver	11/2/2027		191		(2	)
Cherry Bekaert Advisory LLC	Revolver	6/30/2028		226		(2	)

29

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Cold Chain Technologies, LLC	Revolver	8/2/2025	$	197	$	—
Cub Financing Intermediate, LLC	Delayed Draw Term Loan	6/28/2026		4,967		(25	)
CVP Holdco, Inc.	Revolver	6/28/2030		2,353		(6	)
CVP Holdco, Inc.	Delayed Draw Term Loan	6/28/2026		5,883		(15	)
DCG Acquisition Corp.	Revolver	6/13/2031		4,408		(11	)
DCG Acquisition Corp.	Delayed Draw Term Loan	6/13/2026		4,408		(11	)
Dynatect Group Holdings, Inc.	Revolver	6/30/2026		1,236		—
Edgeco Buyer, Inc.	Delayed Draw Term Loan	6/1/2026		7		—
EDPO, LLC	Delayed Draw Term Loan	5/2/2025		131		(2	)
EDPO, LLC	Revolver	12/8/2026		57		(1	)
Enverus Holdings, Inc.	Delayed Draw Term Loan	12/22/2025		116		—
Enverus Holdings, Inc.	Revolver	12/24/2029		174		—
Essential Services Holding Corporation	Revolver	6/17/2030		1,301		(3	)
Essential Services Holding Corporation	Delayed Draw Term Loan	6/17/2026		2,082		(5	)
Excelitas Technologies Corp.	Delayed Draw Term Loan	5/1/2026		5,044		(24	)
FL Hawk Intermediate Holdings, Inc.	Revolver	2/22/2027		1,190		—
Flint Opco, LLC	Delayed Draw Term Loan	6/1/2026		3,928		(19	)
Flow Control Solutions, Inc.	Revolver	3/31/2029		1,411		(11	)
Flow Control Solutions, Inc.	Delayed Draw Term Loan	6/28/2026		7,732		(58	)
Foreside Financial Group, LLC	Revolver	9/30/2027		712		(2	)
Graffiti Buyer, Inc.	Delayed Draw Term Loan	8/10/2027		2,238		(32	)
GSV Holding, LLC	Delayed Draw Term Loan	4/3/2028		6		—
Harvey Tool Company, LLC	Revolver	10/26/2027		2,372		(6	)
Harvey Tool Company, LLC	Delayed Draw Term Loan	6/28/2026		6,527		(16	)
Health Buyer LLC	Delayed Draw Term Loan	5/15/2026		12,565		(60	)
Heights Buyer, LLC	Delayed Draw Term Loan	8/26/2025		620		—
Heights Buyer, LLC	Revolver	8/25/2028		512		—
Hercules Borrower LLC	Revolver	12/15/2026		329		—
HSI Halo Acquisition, Inc.	Delayed Draw Term Loan	6/28/2026		1,467		(4	)
HSI Halo Acquisition, Inc.	Revolver	6/28/2030		978		(2	)
Hydraulic Technologies USA LLC	Revolver	6/3/2030		2,384		(36	)
ImageFirst Holdings, LLC	Revolver	4/27/2028		1,675		(8	)
Imagine 360 LLC	Revolver	9/30/2026		16		—
Innovetive Petcare, LLC	Delayed Draw Term Loan	7/20/2024		8		—
Integrated Power Services Holdings, Inc.	Revolver	11/22/2027		458		(1	)
Integrated Power Services Holdings, Inc.	Delayed Draw Term Loan	5/7/2026		17,657		(42	)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026		122		—
JHCC Holdings LLC	Revolver	9/9/2027		193		—
JHCC Holdings LLC	Delayed Draw Term Loan	5/14/2026		9,192		(22	)
Kele Holdco, Inc.	Revolver	2/20/2026		196		(1	)
Kipu Buyer, LLC	Revolver	1/27/2026		365		—
Klick, Inc.	Revolver	3/31/2026		488		—

30

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
KPA Parent Holdings, Inc.	Revolver	7/17/2026	$	403	$	—
Kriv Acquisition Inc.	Delayed Draw Term Loan	7/7/2025		341		—
Kriv Acquisition Inc.	Revolver	7/6/2029		377		—
KWOR Acquisition, Inc.	Revolver	12/22/2027		36		(1	)
Lightbeam Bidco Inc.	Revolver	5/4/2029		476		(5	)
Litera Bidco LLC	Revolver	5/1/2028		434		(1	)
Litera Bidco LLC	Delayed Draw Term Loan	5/17/2027		2,417		—
MDC Interior Acquisition Inc	Revolver	4/26/2030		1,806		(27	)
MEI Buyer LLC	Delayed Draw Term Loan	6/30/2025		681		(2	)
MercuryGate International, Inc.	Revolver	8/21/2026		537		—
Merlin Buyer, Inc.	Revolver	12/14/2026		598		(13	)
MHE Intermediate Holdings, LLC	Revolver	7/21/2027		60		—
Minotaur Acquisition, Inc.	Revolver	6/3/2030		2,442		(24	)
Minotaur Acquisition, Inc.	Delayed Draw Term Loan	6/4/2025		8,141		(81	)
Movati Athletic (Group) Inc.	Delayed Draw Term Loan	5/30/2026		3,500		(51	)
Movati Athletic (Group) Inc.	Revolver	5/29/2029		2,100		(31	)
NJEye LLC	Revolver	3/14/2025		184		—
North Star Acquisitionco, LLC	Delayed Draw Term Loan	5/4/2025		1,721		(4	)
North Star Acquisitionco, LLC	Revolver	5/3/2029		1,040		(3	)
OEConnection LLC	Delayed Draw Term Loan	4/22/2026		4,469		(11	)
OEConnection LLC	Revolver	4/22/2031		2,793		(7	)
Orsini Pharmaceutical Services, LLC	Revolver	5/2/2028		297		(2	)
Paint Intermediate III, LLC	Revolver	10/7/2027		451		(3	)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029		163		—
Pathstone Family Office LLC	Revolver	5/15/2028		87		(1	)
Pathstone Family Office LLC	Delayed Draw Term Loan	6/22/2026		5,035		(25	)
Prism Parent Co. Inc.	Delayed Draw Term Loan	9/19/2024		1,008		—
PS Intermediate Holdco II, LLC	Revolver	4/25/2025		186		—
Quality Automotive Services, LLC	Revolver	7/16/2027		130		—
R&T Acquisitions, LLC	Delayed Draw Term Loan	9/1/2025		771		(6	)
Red Fox CD Acquisition Corporation	Delayed Draw Term Loan	12/1/2025		20,793		(204	)
Riser Interco LLC	Delayed Draw Term Loan	6/5/2026		26,981		(135	)
Ruppert Landscape, LLC	Delayed Draw Term Loan	4/30/2026		11,899		(133	)
Ruppert Landscape, LLC	Revolver	12/1/2028		635		(6	)
RWA Wealth Partners, LLC	Delayed Draw Term Loan	9/1/2024		146		—
Sako and Partners Lower Holdings LLC	Revolver	9/15/2028		317		—
SCP Eye Care Holdco, LLC	Delayed Draw Term Loan	10/7/2024		91		(1	)
Smile Doctors LLC	Delayed Draw Term Loan	3/9/2025		137		—

31

ANTARES STRATEGIC CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)(Continued)

June 30, 2024

(in thousands)

Investments—non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Southpaw AP Buyer, LLC	Delayed Draw Term Loan	5/1/2026	$	4,219	$	—
Southpaw AP Buyer, LLC	Revolver	3/2/2028		2,178		—
Specialized Dental Holdings II, LLC	Delayed Draw Term Loan	6/5/2026		9,005		—
Spirit RR Holdings, Inc.	Revolver	9/13/2028		414		—
St Athena Global LLC	Revolver	6/26/2029		357		(3	)
St Athena Global LLC	Delayed Draw Term Loan	6/26/2026		256		(2	)
STCH Acquisition Inc.	Revolver	10/30/2026		251		—
SureWerx Purchaser III Inc.	Revolver	12/28/2028		1,002		(2	)
The Hiller Companies, LLC	Delayed Draw Term Loan	6/22/2026		4,323		(22	)
The Hiller Companies, LLC	Revolver	6/20/2030		2,639		(13	)
TPC Engineering Holdings, Inc.	Revolver	2/16/2027		1,103		(17	)
Trilon Group, LLC	Delayed Draw Term Loan	10/16/2025		4,059		(41	)
Trilon Group, LLC	Revolver	5/25/2029		1,218		(12	)
Trimech Acquisition Corp.	Revolver	3/10/2028		64		—
Turningpoint Healthcare Solutions, LLC	Revolver	7/14/2027		128		—
Ultimate Baked Goods Midco LLC	Revolver	8/13/2027		303		(2	)
USRP Holdings, Inc.	Revolver	7/23/2027		184		—
Valet Waste Holdings, Inc.	Revolver	5/1/2029		810		(2	)
Vensure Employer Services	Delayed Draw Term Loan	6/15/2025		81		—
VPP Intermediate Holdings, LLC	Delayed Draw Term Loan	2/7/2025		1,449		(11	)
VPP Intermediate Holdings, LLC	Revolver	12/1/2027		223		(2	)
Wealth Enhancement Group, LLC	Revolver	10/4/2027		105		(1	)
World Insurance Associates, LLC	Revolver	4/3/2028		212		(1	)
WRE Holding Corp.	Revolver	1/3/2025		189		(1	)
WST USA Holdco, Inc.	Delayed Draw Term Loan	12/30/2025		1,583		—
YLG Holdings, Inc.	Delayed Draw Term Loan	6/6/2026		10,841		(27	)
YLG Holdings, Inc.	Delayed Draw Term Loan	12/31/2024		99		—
YLG Holdings, Inc.	Revolver	10/30/2026		375		(1	)
Total Unfunded Commitments			$	326,814	$	(1,848	)

32

ANTARES STRATEGIC CREDIT FUND

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

Note 1. Business and Organization

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

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

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

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

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

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

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

33

Note 2. Significant Accounting Policies

Basis of Presentation

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

Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

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

Organization and Offering Expenses

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

Costs associated with the Company’s offering of Common Shares are capitalized and included as deferred offering costs on the Consolidated Statements of Assets and Liabilities and will be amortized over a twelve-month period beginning on the date which the Company first accepts capital contribution from unaffiliated shareholders in the Private Offering. As of June 30, 2024, the Company incurred $227 of offering costs.

Investments

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

Valuation of Investments

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

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

34

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

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

•

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

•

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

•

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

•

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

•

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

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

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

Revenue Recognition

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

Interest Income

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

Dividend Income

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

35

PIK Income

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

Fee Income

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

Non-Accrual Income

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

Deferred Financing Costs

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

Income Taxes

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

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

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

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

36

Distributions

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

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

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

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

Recent Accounting Pronouncements

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

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Note 3. Agreements and Related Party Transactions

Investment Advisory Agreement

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

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

Management fee

The base management fee is payable quarterly in arrears at an annual rate of 1.25% of the average of the Company’s net asset value as of the beginning of the prior quarter and the beginning of the then current quarter. For both of the three and six months ended June 30, 2024, the Company incurred management fees of $843, and elected to waive these fees together with the incentive fees resulting in zero management fees for the period.

Incentive fee

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

Investment income incentive fee

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

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

•

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

•

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

•

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

Capital gains incentive fee

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

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

The Adviser has agreed to waive its management fee and incentive fee for the first six months following the date on which unaffiliated investors first purchase the Common Shares. For the three and six months ended June 30, 2024, the Company incurred income based incentive fees of $2,330 and $3,248, and capital gains incentive fees of $107 and $174, respectively. For the three and six months ended June 30, 2024, the Adviser agreed to waive $2,437 and $3,422 in total incentive fees, respectively, resulting in zero incentive fees payable.

Licensing Agreement

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

Administration Agreement

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

The Company reimburses the Administrator for its costs, expenses and allocable portion of overhead (including compensation of personnel performing administrative duties) in connection with the services performed for the Company pursuant to the terms of the Administration Agreement. For the three and six months ended June 30, 2024, the Company incurred administrative fees of $192 and $300, respectively.

Sub-administration Agreement

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

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

Expense Support Agreement

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

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

Co-Investment Activity

The Company, our Adviser and certain of its affiliates received an exemptive order from the SEC on April 2, 2024 (the “Order”) that permits, among other things, the Company to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. Certain types of negotiated co-investments may be made only in accordance with the Order from the SEC permitting us to do so. Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company's independent trustees must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company's shareholders and is consistent with the Company's Board of Trustees’ approved criteria. In certain situations where co-investment with one or more funds managed by the Adviser or its affiliates is not covered by the Order, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on allocation policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and

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regulations. The Order is subject to certain terms and conditions so there can be no assurance that we will be permitted to co-invest with certain of the Company's affiliates other than in the circumstances currently permitted by regulatory guidance and the Order.

Note 4. Investments

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

	June 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value
Secured Debt	$	1,013,944	$	1,014,905		98.35	%
Unsecured Debt		1,250		1,188		0.12
Equity Investments		15,384		15,820		1.53
Total Investments	$	1,030,578	$	1,031,913		100.00	%

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

	June 30, 2024
Aerospace and Defense		0.48	%
Air Freight and Logistics		0.75
Auto Components		1.82
Beverages		0.44
Broadline Retail		0.46
Building Products		3.28
Capital Markets		1.91
Chemicals		3.13
Commercial Services and Supplies		9.72
Construction & Engineering		2.43
Construction Materials		0.36
Containers and Packaging		1.54
Distributors		2.54
Diversified Consumer Services		8.46
Diversified Financial Services		7.09
Diversified Telecommunication Services		1.15
Electrical Equipment		0.68
Electronic Equipment, Instruments and Components		0.57
Energy Equipment and Services		1.09
Financial Services		1.49
Food Products		1.36
Health Care Technology		1.33
Healthcare Equipment and Supplies		1.95
Healthcare Providers and Services		6.61
Hotels, Restaurants and Leisure		4.79
Household Products		0.02
Industrial Conglomerates		2.53
Insurance		8.00
Internet Software & Services		0.70
IT Services		2.67
Leisure Products		0.23
Life Sciences Tools & Services		0.69
Machinery		1.00
Media		2.16
Oil, Gas and Consumable Fuels		0.87
Pharmaceuticals		0.05
Professional Services		4.51
Real Estate Management and Development		0.45
Road and Rail		0.02
Software		7.56
Specialty Retail		0.70
Technology Hardware, Storage and Peripherals		0.37
Trading Companies and Distributors		1.52
Water Utilities		0.02
Wireless Telecommunication Services		0.50
		100.00	%

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

	June 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	996,568	$	997,820		96.70	%		181.90	%
Canada		27,167		27,248		2.64			4.97
Luxembourg		2,503		2,502		0.24			0.46
United Kingdom		4,340		4,343		0.42			0.79
Total	$	1,030,578	$	1,031,913		100.00	%		188.12	%

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

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Note 5. Fair Value Measurements

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

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

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

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

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

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

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

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

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

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Secured Debt	$	—	$	230,115	$	784,790	$	1,014,905
Unsecured Debt		—		—		1,188		1,188
Equity Investments		—		—		15,820		15,820
Total Portfolio Investments	$	—	$	230,115	$	801,798	$	1,031,913

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

	Three Months Ended June 30, 2024
	Secured Debt			Unsecured Debt			Equity Investments			Total Investments
Fair value, beginning of period	$	465,115		$	1,158		$	13,581		$	479,854
Purchase of investments (including received in-kind)		346,115			40			3,691			349,846
Proceeds from principal repayments and sales of investments		(27,455	)		—			(2,053	)		(29,508	)
Amortization of premium/accretion of discount, net		571			—			1			572
Net realized gain (loss) on investments		—			—			144			144
Net change in unrealized appreciation (depreciation) on investments		444			(10	)		456			890
Fair value, end of period	$	784,790		$	1,188		$	15,820		$	801,798
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at June 30, 2024	$	444		$	(10	)	$	456		$	890

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	Six Months Ended June 30, 2024
	Secured Debt			Unsecured Debt			Equity Investments			Total Investments
Fair value, beginning of period	$	—		$	—		$	—		$	—
Purchase of investments (including received in-kind)		827,892			1,248			17,294			846,434
Proceeds from principal repayments and sales of investments		(45,163	)		—			(2,052	)		(47,215	)
Amortization of premium/accretion of discount, net		1,009			1			1			1,011
Net realized gain (loss) on investments		(6	)		—			143			137
Net change in unrealized appreciation (depreciation) on investments		1,058			(61	)		434			1,431
Fair value, end of period	$	784,790		$	1,188		$	15,820		$	801,798
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated company investments still held at June 30, 2024	$	1,058		$	(61	)	$	434		$	1,431

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

	June 30, 2024
					Range
	Fair Value		Valuation Technique	Unobservable Input	Low			High			Weighted Average (2)
Secured Debt	$	421,116	Market yield analysis	Market yield discount rates		8.19	%		14.35	%		10.47	%
		4,468	Market quotation	Quote		79.79			100.51			99.64
		359,206	Recent transaction	Transaction price		96.50			100.00			99.43
		784,790
Unsecured Debt		1,188	Market yield analysis	Market yield discount rates		15.10	%		16.73	%		16.32	%
Equity Investments		12,296	Comparable company analysis	EBITDA multiples	8.5x			30.5x			17.5x
		3,524	Recent Transaction	Transaction Price		100.00	%		100.00	%		100.00	%
		15,820
Total	$	801,798

(1)

As of June 30, 2024, included within the fair value of Level 3 assets of $801,798 is an amount of $367,198 for which the Adviser did not develop the unobservable inputs (examples include third-party pricing and transaction prices).

(2)

Weighted averages are calculated based on fair value of investments.

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

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

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Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of June 30, 2024, the Company’s asset coverage was 241.64%.

Debt outstanding

The Company’s outstanding debt obligations were as follows:

	June 30, 2024
	Aggregate Principal Committed		Outstanding Principal		Carrying Value (1)		Unused Portion (2)		Amount Available (3)
SG Facility	$	450,000	$	340,274	$	340,274	$	109,726	$	109,726
Secured Borrowings		47,000		47,000		47,000		—		—
Total	$	497,000	$	387,274	$	387,274	$	109,726	$	109,726

(1)

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

(2)

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

(3)

The amount available reflects any limitations related to the SG Facility’s borrowing base.

SPV Facility

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

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

The initial maximum principal amount under the SG Facility is $450.0 million and the SG Facility includes an accordion provision to permit increases to the total facility amount up to a maximum of $1.0 billion, subject in each case to the satisfaction of certain conditions, and, for any increases above $750.0 million, consent of the Agent and the Lenders. Proceeds from loans made under the SG Facility may be used for A-Star SPV's general corporate purposes, to fund collateral obligations acquired by A-Star SPV, to pay certain fees and expenses and to make distributions to the Company, subject to certain conditions set forth in the SG Facility. Revolving loans borrowed under the SG Facility may be repaid and reborrowed until the end of the Revolving Period, which can occur no later than January 19, 2027 (unless extended), and all amounts outstanding under the SG Facility must be repaid by January 19, 2029.

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

Foreign Currency Transactions and Translations

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

	June 30, 2024
	Original Principal Amount (Local)		Original Principal Amount (USD)		Outstanding Principal		Unrealized Gain/Loss		Reset Date
Canadian Dollar	$	56,600	$	41,651	$	41,573	$	78	N/A
Great British Pound		1,500		1,897		1,891		6	N/A
Total			$	43,548	$	43,464	$	84

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Repurchase Obligations

In order to finance certain investment transactions, the Company may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC (“Macquarie”), whereby the Company sells to Macquarie an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90 days from the date it was sold (the “Macquarie Transaction”).

The Company entered into a repurchase agreement on June 26, 2024 which was collateralized by select loans. Interest under this Repurchase Obligations was calculated as (a) the product of the funded amount of the loan and (b) the product of (i) the number of days the loan is outstanding (subject to number of minimum days per the agreement) and (ii) daily fee rate. The Company maintained effective control over the security because it is entitled and obligated to repurchase the security before its maturity. Therefore, the repurchase agreement was treated as a secured borrowing and not a sale. The Company terminated the agreement with Macquarie on July 5, 2024 and repurchased the select loans. As of June 30, 2024, the outstanding loan and interest payable balances to Macquarie was $47,000 and $54, respectively, and the fair value of the underlying collateral was $46,991.

In accordance with ASC 860, Transfers and Servicing, the Master Repurchase Agreements and the Short Term Financing Transactions meet the criteria for secured borrowings. Accordingly, the investment financed by these agreements remains on the Company’s Consolidated Statements of Assets and Liabilities as an asset, and the Company records a liability to reflect its obligation to a third party which is reported as debt on the Company’s Consolidated Statements of Assets and Liabilities. The obligation is secured by the respective investment that is the subject of the agreement.

Interest expense

The components of interest expense were as follows:

	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Stated interest expense	$	2,814	$	5,328
Facility unused fees		387		680
Amortization of financing and debt issuance costs		181		325
Total interest expense	$	3,382	$	6,333
Cash paid for interest expense	$	3,411	$	3,411

As of June 30, 2024, $2,469 of interest expense and $128 of unused commitment fees were included in interest payable.

Weighted average interest rate (excluding amortization and unused fees)

For the three and six months ended June 30, 2024 the weighted average interest rate on all borrowings outstanding was 7.60% and 7.65% (including unused fees and amortization of deferred financing and debt issuance costs), respectively and the average principal debt outstanding was $147,388 and $153,459, respectively.

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Note 7. Commitments and Contingencies

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

Unfunded commitments

The Company’s investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by the portfolio companies. As of June 30, 2024, the Company had unfunded investment commitment in the aggregate par amount of $326,814. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.

Off balance sheet risk

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

Legal proceedings

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

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Note 8. Net Assets

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

On January 19, 2024, the Company issued approximately 12 million shares of the Company's Common Shares of beneficial interest, par value $0.001 per share for an aggregate offering price of approximately $300,000. The sale of Common Shares was made pursuant to the subscription agreement (the “Subscription Agreement”) entered into with the relevant investor. Antares contributed approximately $300,000 of assets in exchange for 12 million Common Shares issued at $25 per Common Share. In addition, the Company purchased approximately $241,600 of investment commitments from affiliates of Antares. All of the contributed and purchased assets were originated by affiliates of the Adviser within the past 5 years.

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

Share Repurchase Program

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

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

Distributions

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

Declaration Date	Payment Date	Distribution Per Share		Distribution Amount
March 29, 2024	April 30, 2024	$	0.53	$	6,361
June 28, 2024	July 25, 2024		0.63		13,606
Total		$	1.16	$	19,967

Distribution Reinvestment Plan

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

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Note 9. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2024:

	Six Months Ended June 30, 2024 (1)
Per Share Data: (2) (3)
Net assets, beginning of period	$	25.00
Net investment income		1.50
Net realized and change in unrealized appreciation (depreciation)		0.06
Net increase in net assets resulting from operations		1.56
Distributions declared		(1.16	)
Total increase (decrease) in net assets		0.40
Net assets, end of period	$	25.40
Shares outstanding, end of period		21,596,404
Total return based on net asset value (4)		6.32		%
Ratios: (5)
Expenses to average net assets gross of fee waivers		6.78		%
Net expenses to average net assets net of fee waivers		4.36		%
Net investment income to average net assets		13.78		%
Portfolio turnover rate (6)		9.97		%
Supplemental Data:
Net assets, end of period	$	548,554
Asset coverage ratio (7)		241.64		%

(1)

The Company commenced operations on January 19, 2024. Metrics are based on the period of January 19, 2024 through June 30, 2024.

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

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Note 10. Subsequent Events

Equity Issuances

On July 1, 2024, the Company sold and issued 18,657,736 Common Shares for an aggregate consideration of approximately $473.9 million at a price of $25.40 per Common Share.

Secured Facility

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

The Company may borrow amounts in U.S. dollars or certain other permitted currencies under the Facility. Advances under the Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” (as described in the Agreement) in the case of any ABR Loan (as defined therein) and 1.75% or 1.875% plus the Adjusted Term SOFR Rate in the case of any other Loan, in each case, depending on the Company’s rate option election and borrowing base (as of the most recently delivered borrowing base certificate delivered under the Agreement). Advances under the Facility drawn in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Facility. The initial principal amount of the Facility is $675,000.

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

The Commitment Increase Agreement provides for an increase in the Increasing Lender's commitment, thereby bringing aggregate commitments of the lenders under the Facility from $675,000 to $725,000 through the accordion feature in the Facility. The accordion feature in the Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum aggregate commitment of $1,025,000.

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

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

Overview

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

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

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

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

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

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

Revenues

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

Expenses

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

•

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

•

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

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•

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

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

Portfolio and Investment Activity

As of June 30, 2024, we had investments in 316 portfolio companies across 40 industries. Based on fair value as of June 30, 2024, approximately 99.88% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. As of June 30, 2024, our weighted average total yield of debt securities at amortized cost was 10.33%. Weighted average yields excludes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of June 30, 2024.

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

	Three months ended June 30, 2024
Total investments, beginning of period	$	479,312
New investments purchased		583,058
Net accretion of discount on investments		574
Net realized gain (loss) on investments		147
Investments sold or repaid		(32,513	)
Total investments, end of period	$	1,030,578

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

	June 30, 2024
Weighted average yield on debt and income producing investments, at amortized cost (1)		10.33	%
Weighted average yield on debt and income producing investments, at fair value (1)		10.33	%
Number of portfolio companies		316
Median LTM EBITDA (2)	$74M
Weighted average net senior leverage (3)	5.0x
Weighted average loan-to-value (“LTV”) (4)		35	%
Percentage of debt investments bearing a floating rate, at fair value		99.88	%
Percentage of debt investments bearing a fixed rate, at fair value		0.12	%

(1)

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

(2)

Includes all private loan investments for which fair value is determined by the Adviser at least quarterly (with assistance, as applicable, from a third-party valuation firm, and subject to oversight by the Board) and excludes investments with no reported earnings before interest, taxes, depreciation and amortization (“EBITDA”) or where EBITDA, in the Adviser’s judgment, was not a material component of the investment thesis, such as annual recurring revenue loans, or investments with negative EBITDA. Figures are derived from the financial statements most recently obtained by the Adviser. EBITDA refers to adjusted EBITDA in accordance with the underlying governing documents. Weighted average EBITDA is weighted based on the funded commitment of total applicable private loans.

(3)

Includes all private loan investments for which fair value is determined by the Adviser at least quarterly (with assistance, as applicable, from a third-party valuation firm, and subject to oversight by the Board). Figures are derived from the financial statements most recently obtained by the Adviser. Net senior leverage is the ratio of total debt minus unrestricted cash divided by LTM EBITDA and taking into account leverage through the tranche in which the Company holds an investment, excluding recurring revenue investments. Figures are derived from the financial statements most recently obtained by the Company.

(4)

Includes all private loan investments for which fair value is determined by the Adviser at least quarterly (with assistance, as applicable, from a third-party valuation firm, and subject to oversight by the Board). Figures are derived from the financial statements most recently obtained by the Adviser. LTV is calculated as net debt through each respective investment tranche in which the Company holds an investment divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the funded commitment of the total applicable private loans.

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

•

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

•

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

•

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

•

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

•

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

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

	June 30, 2024
Internal Performance Rating	Investments at Fair Value (in thousands)		% of Total Investments at Fair Value
A	$	1,001,315		97.03	%
B		26,005		2.52
C		478		0.05
D		4,115		0.40
E		—		—
	$	1,031,913		100.00	%

Our investments consisted of the following:

	June 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value
Secured Debt	$	1,013,944	$	1,014,905		98.35	%
Unsecured Debt		1,250		1,188		0.12
Equity Investments		15,384		15,820		1.53
Total Investments	$	1,030,578	$	1,031,913		100.00	%

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

	June 30, 2024
Aerospace and Defense		0.48	%
Air Freight and Logistics		0.75
Auto Components		1.82
Beverages		0.44
Broadline Retail		0.46
Building Products		3.28
Capital Markets		1.91
Chemicals		3.13
Commercial Services and Supplies		9.72
Construction & Engineering		2.43
Construction Materials		0.36
Containers and Packaging		1.54
Distributors		2.54
Diversified Consumer Services		8.46
Diversified Financial Services		7.09
Diversified Telecommunication Services		1.15
Electrical Equipment		0.68
Electronic Equipment, Instruments and Components		0.57
Energy Equipment and Services		1.09
Financial Services		1.49
Food Products		1.36
Health Care Technology		1.33
Healthcare Equipment and Supplies		1.95
Healthcare Providers and Services		6.61
Hotels, Restaurants and Leisure		4.79
Household Products		0.02
Industrial Conglomerates		2.53
Insurance		8.00
Internet Software & Services		0.70
IT Services		2.67
Leisure Products		0.23
Life Sciences Tools & Services		0.69
Machinery		1.00
Media		2.16
Oil, Gas and Consumable Fuels		0.87
Pharmaceuticals		0.05
Professional Services		4.51
Real Estate Management and Development		0.45
Road and Rail		0.02
Software		7.56
Specialty Retail		0.70
Technology Hardware, Storage and Peripherals		0.37
Trading Companies and Distributors		1.52
Water Utilities		0.02
Wireless Telecommunication Services		0.50
		100.00	%

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

	June 30, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Fair Value as % of Net Assets
United States	$	996,568	$	997,820		96.70	%		181.90	%
Canada		27,167		27,248		2.64			4.97
Luxembourg		2,503		2,502		0.24			0.46
United Kingdom		4,340		4,343		0.42			0.79
Total	$	1,030,578	$	1,031,913		100.00	%		188.12	%

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Results of Operations

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

The following table represents our operating results:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Total investment income	$	22,798		$	33,730
Total expenses		7,439			12,013
Management fee waiver		(843	)		(843	)
Incentive fee waiver		(2,437	)		(3,422	)
Net expenses (net of fee waiver)		4,159			7,748
Net investment income		18,639			25,982
Net realized gain (loss)		(32	)		(38	)
Net change in unrealized appreciation (depreciation)		877			1,419
Net increase (decrease) in net assets resulting from operations	$	19,484		$	27,363

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

Investment Income

Investment income, was as follows:

	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Interest income	$	18,998	$	29,796
Payment-in-kind interest income		85		136
Dividend income		102		102
Other income		3,613		3,696
Total investment income	$	22,798	$	33,730

For the three months ended June 30, 2024, total investment income was driven by our deployment of capital, increase in invested balance of investments, and commencement of liquid credit trading by the Company. The size of our investment portfolio at fair value increased from $479.9 million as of March 31, 2024, to $1,031.9 million as of June 30, 2024, thus increasing balance of interest-bearing securities held throughout the period. Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement.

Expenses

Expenses were as follows:

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Interest expense	$	3,381		$	6,332
Management fees		843			843
Income based incentive fee		2,330			3,248
Capital gains incentive fee		107			174
Board of Trustees' fees		59			119
Administrative service expense		192			300
Other general and administrative expenses		457			876
Organization and offering costs		70			121
Total expenses		7,439			12,013
Management fees waiver		(843	)		(843	)
Incentive fees waiver		(2,437	)		(3,422	)
Net expenses	$	4,159		$	7,748

For the three months ended June 30, 2024, net expenses were primarily comprised of interest expense of $3.4 million, gross management fees of $0.9 million, gross incentive fees of $2.4 million, administrative service expenses of $0.2 million, fees to independent Trustees of $0.1 million, organization and offering costs of $0.1 million and other expenses of $0.5 million; offset by management fee waiver and incentive fee waiver by the Adviser of $3.3 million.

For the six months ended June 30, 2024, net expenses were primarily comprised of interest expense of $6.3 million, gross management fees of $0.9 million, gross incentive fees of $3.4 million, administrative service expenses of $0.3 million, fees to independent Trustees of $0.1 million, organization and offering costs of $0.1 million and other expenses of $0.9 million; offset by management fee waiver and expense waiver by the Adviser of $4.3 million.

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

Interest Expense

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

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Stated interest expense	$	2,814		$	5,328
Facility unused fees		387			680
Amortization of debt issuance costs		181			325
Total interest and other debt financing expenses	$	3,382		$	6,333
Cash paid for interest expense	$	3,411		$	3,411
Annualized average stated interest rate		7.60	%		7.65	%
Average outstanding balance	$	147,388		$	153,459

Interest expense for the three and six months ended June 30, 2024 was driven by approximately $147.4 million and $153.5 million, respectively, of average borrowings outstanding (at an average effective interest rate, of 7.60% and 7.65%, respectively) related to borrowings for investments and expenses.

Net Realized and Unrealized Gains and Losses

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

	Three Months Ended June 30, 2024			Six Months Ended June 30, 2024
Net realized gain (loss) on investments	$	147		$	141
Unrealized appreciation on investments	$	3,293		$	4,593
Unrealized (depreciation) on investments		(2,500	)		(3,258	)
Net change in unrealized appreciation (depreciation) on investments	$	793		$	1,335

We determine the fair value of our investments quarterly and any changes in fair value are recorded as unrealized gains or losses. For the three and six months ended June 30, 2024, net unrealized gains on our investments were $0.8 million and $1.3 million, respectively. The valuations of our debt investments generally increase as a result of a narrowing credit spread environment during the period.

Management fee

The base management fee is payable quarterly in arrears at an annual rate of 1.25% of the average of the Company’s net asset value as of the beginning of the prior quarter and the beginning of the then current quarter. For both of the three and six months ended June 30, 2024 the Company incurred management fees of $0.8 million, respectively, and elected to waive full management fees resulting in zero management fees for the period.

Incentive fee

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

Income based incentive fee

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

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

•

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

•

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

•

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

Capital gains incentive fee

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

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

The Adviser has agreed to waive its management fee and incentive fee for the first six months following the date on which unaffiliated investors first purchase the Common Shares. For the three and six months ended June 30, 2024, the Company incurred income based incentive fees of $2,330 and $3,248, and capital gains incentive fees of $107 and $174, respectively. For the three and six months ended June 30, 2024, the Adviser agreed to waive $2,437 and $3,422 in total incentive fees, respectively, resulting in zero incentive fees payable.

Expense Support Agreement

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

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

Financial Condition, Liquidity and Capital Resources

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

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As of June 30, 2024 we had one credit facility and one security repurchase agreement outstanding. From time to time, we may enter into additional credit facilities, increase the size of our existing credit facilities, enter additional short-term lending arrangements, and/or issue debt securities, including additional unsecured notes. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of June 30, 2024 we had an aggregate amount of $387.3 million of debt outstanding and our asset coverage ratio was 241.64%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

Equity

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

	Shares		Amount
Subscriptions (including in-kind)		21,595,404	$	541,133
Distributions reinvested		—		—
Share repurchases		—		—
Early repurchase deduction		—		—
Net increase (decrease)		21,595,404	$	541,133

Share Repurchase Program

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

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

The following table further summarizes the share repurchases completed during the six months ended June 30, 2024:

Repurchase Deadline Request	Percentage of Outstanding Shares the Company Offered to Repurchase (1)			Repurchase Pricing Date	Amount Repurchased		Number of Shares Repurchased		Percentage of Outstanding Shares Purchased (1)
N/A		0	%	N/A	$	—		—		0	%

(1)

Percentage is based on total shares as of the close of the previous calendar quarter. All repurchase requests were satisfied in full.

Distributions

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

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

Declaration Date	Payment Date	Distribution Per Share		Distribution Amount
March 29, 2024	April 30, 2024	$	0.53	$	6,361
June 28, 2024	July 25, 2024		0.63		13,606
Total		$	1.16	$	19,967

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

Source of Distribution	Per Share		Amount
Net investment income	$	1.50	$	25,982
Net realized gains/(losses)		—		141
Total	$	1.50	$	26,123

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Distribution Reinvestment Plan

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

Related-Party Transactions

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

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

Recent Developments

Equity Issuances

On July 1, 2024, the Company sold and issued 18,657,736 Common Shares for an aggregate consideration of approximately $473.9 million at a price of $25.40 per Common Share.

Secured Facility

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

The Company may borrow amounts in U.S. dollars or certain other permitted currencies under the Facility. Advances under the Facility drawn in U.S. dollars will initially bear interest at a per annum rate equal to 0.75% or 0.875% plus an “alternate base rate” (as described in the Agreement) in the case of any ABR Loan (as defined therein) and 1.75% or 1.875% plus the Adjusted Term SOFR Rate in the case of any other Loan, in each case, depending on the Company’s rate option election and borrowing base (as of the most recently delivered borrowing base certificate delivered under the Agreement). Advances under the Facility drawn in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards. The Company will also pay a fee of 0.375% on average daily undrawn amounts under the Facility. The initial principal amount of the Facility is $675 million.

On August 9, 2024, the Company entered into a Commitment Increase Agreement (the "Commitment Increase Agreement") among the Company, Deutsche Bank AG New York Branch, as the increasing lender (the "Increasing Lender") and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the Facility. The Commitment Increase Agreement provides for an increase in the Increasing Lender's commitment, thereby bringing aggregate commitments of the lenders under the Facility from $675 million to $725 million through the accordion feature in the Facility. The accordion feature in the Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum aggregate commitment of $1,025 million.

Critical Accounting Policies

This discussion of our expected operating plans is based upon our expected consolidated financial statements, which will be prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of the consolidated financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition, our critical accounting policies related to investments, fair value measurement, interest and dividends income recognition and income taxes are included in the notes to our consolidated financial statements.

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Contractual Obligations

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

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

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

Off-Balance Sheet Arrangements

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

Unfunded Commitments

The Company’s investment portfolio may contain revolving line of credit or delayed draw commitments, which require the Company to fund when requested by portfolio companies. As of June 30, 2024, the Company had unfunded investment commitment in the aggregate par amount of $326.8 million. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Valuation Risk

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

Interest Rate Risk

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

As of June 30, 2024, 99.88% of our performing debt investments at fair value were at floating rates, which are generally SOFR based and typically have durations of one to three months after which they reset to current interest rates, and many of which are subject to certain floors. Our SG Facility bears interest at floating rates with no interest rate floor. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering base rate floors and ceilings for floating rate instruments) and assuming no changes in our investment and borrowing structure:

Change in Interest Rates	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	30,774		$	(11,618	)	$	19,156
Up 200 basis points		20,516			(7,745	)		12,771
Up 100 basis points		10,258			(3,873	)		6,385
Down 100 basis points		(10,258	)		3,873			(6,385	)
Down 200 basis points		(20,516	)		7,745			(12,771	)
Down 300 basis points		(30,774	)		11,618			(19,156	)

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

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Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

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

(b)

Changes in Internal Controls Over Financial Reporting

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

On April 1, 2024, the Company sold and issued 9,595,404 Common Shares and an affiliate of the Company sold 12,001,000 Common Shares for an aggregate consideration of approximately $542.7 million at a price of $25.13 per Common Share.

On July 1, 2024, the Company sold and issued 18,657,736 Common Shares for a consideration of approximately $473.9 million at a price of $25.40 per Common Share.

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 (File No. 000-56613) filed on January 19, 2024)
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 (File No. 000-56613) filed on January 19, 2024)
10.1	Commitment Increase Agreement, dated as of August 9, 2024, by and among Antares Strategic Credit Fund, JPMorgan Chase Bank, N.A., as administrative agent, and Deutsche Bank AG New York Branch, as the increasing lender.*
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

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SIGNATURES

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

Antares Strategic Credit Fund

Date:	August 12, 2024	/s/ Vivek Mathew
		Vivek Mathew
		Chief Executive Officer
Date:	August 12, 2024	/s/ Venugopal Rathi
		Venugopal Rathi
		Chief Financial Officer

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