Disclosures

All statements and expressions are the sole opinion of the company and are subject to change without notice. The Company is not liable for any investment decisions by its readers or subscribers. It is strongly recommended that any purchase or sale decision be discussed with a financial advisor, or a broker-dealer, or a member of any financial regulatory bodies. The information contained herein has been provided as an information service only. The accuracy or completeness of the information is not warranted and is only as reliable as the sources from which it was obtained. Investors are cautioned that they may lose all or a portion of their investment in this or any other company.

Information contained herein contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical facts and may be “forward looking statements”. Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward looking statements may be identified through the use of words such as “expects”, “will”, “anticipates”, “estimates”, “believes”, or by statements indicating certain actions “may”, “could”, “should” or “might” occur.

Risk Factors

An investment in Antares Private Credit Fund involves a high degree of risk. The program is not suitable for all investors. The shares are illiquid meaning you will likely not be able to transfer or redeem shares on demand or in the quantity desired. Investors must be able to withstand a lack of liquidity for an indefinite period of time. An investment involves significant risks due to the nature of the fund’s investments. An investor may lose all or a substantial part of their investment. There can be no assurance that the investment objectives of the Fund will be achieved.

This fund has limited operating history; therefore, determining the fund’s operating potential is difficult to determine.

Distributions are not based solely on performance. There is no assurance that we will pay distributions in any particular amount, if at all. We may fund any distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Using non-income sources to pay distributions may not be sustainable and could reduce investors’ overall return.

This fund has significant fees and expenses so the fund will need to produce a higher return to overcome investor costs.

We expect to use leverage, which will magnify the potential for loss on amounts invested and may increase the risk of investing in the fund.

Review the prospectus to determine if your state of residence has concentration limitations on your investment in this Fund.

We will invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Distributor: Quasar Distributors, LLC

For discussion of additional risk factors related to the investment opportunity, please refer to Risk Factors in the Prospectus and the summary below:

Summary of Risk Factors

Antares Private Credit Fund (“ABDC”) is a non-exchange traded business development company (“BDC”) that invests at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (bonds and other credit instruments that are issued in private offerings or issued by private companies). This investment involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. You should read the prospectus carefully for a description of the risks associated with an investment in ABDC. These risks include, but are not limited to, the following:

• We have limited operating history and there can be no assurance that we will achieve our investment objective or avoid substantial losses.
• You should not expect to be able to sell your shares regardless of how we perform.
• You should consider that you may not have access to the money you invest for an extended period of time.
• We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to any listing. Thus, an investment in ABDC may not be suitable for investors who may need the money they invest in a specified timeframe.
• Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.
• We intend to implement a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases will be subject to available liquidity and other significant restrictions.
• You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses” in the prospectus.
• An investment in our shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and “Share Repurchase Program” in the prospectus.
• We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, or return of capital, and we have no limits on the amounts we may pay from such sources.
• Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by ABDC’s investment adviser or its affiliates, that may be subject to reimbursement to the investment adviser or its affiliates. The repayment of any amounts owed to the investment adviser or its affiliates will reduce future distributions to which you would otherwise be entitled.
• We expect to use leverage, which will magnify the potential for loss on amounts invested in us and may increase the risk of investing in us. The risks of investment in a highly leveraged fund include volatility and possible distribution restrictions.
• We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares less attractive to investors.
• We intend to invest primarily in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
• We intend to invest primarily in the securities of privately-held companies for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating results.
• The investment adviser and its affiliates will be subject to certain conflicts of interest with respect to the services provided to ABDC. These conflicts will arise primarily from the involvement of the investment adviser and its affiliates in other activities that may conflict with ABDC’s activities. You should be aware that individual conflicts will not necessarily be resolved in favor of ABDC’s interest.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is unlawful.

This sales material must be read in conjunction with the ABDC prospectus in order to fully understand all the implications and risks of an investment in ABDC. This sales material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only under ABDC’s registration statement filed with the Securities Exchange Commission and only by means of the prospectus, which must be made available to you prior to making a purchase of shares. Investors are advised to carefully consider the investment objectives, risks and charges and expenses of ABDC before investing. A copy of the prospectus containing this and other information about ABDC can be obtained from the SEC’s website at https://www.sec.gov and at www.antaresbdc.com. You are advised to obtain a copy of the prospectus and to carefully review the information contained or incorporated by reference therein before making any investment decision, including the “Risk Factors” section therein, which contains a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. The information in the prospectus may be changed.

This offering is a closed-end management investment company that intends to be regulated as a business development company (BDC).

Investors should consider the investment objectives, risks, charges and expenses carefully before investing. For a prospectus or summary prospectus with this and other information about the Fund, please reach out to [email protected] or visit our website at www.AntaresBDC.com. Read the prospectus or summary prospectus carefully before investing.