AB 2020 Form 10-K

Exhibit 4.1 DESCRIPTION OF REGISTERED SECURITIES As of December 31, 2019, AB Private Credit Investors Corporation (the “Fund”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): the Fund’s common stock, par value $0.01 per share (the “Shares”). The following description of the Shares is based on the relevant provisions of the Maryland General Corporation Law (the “MGCL”), the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Fund’s charter (the “Charter”) and the Fund’s bylaws (the “Bylaws”). This summary describes the provisions deemed to be material, but is not necessarily complete, and you should refer to the MGCL, 1940 Act and the Charter and Bylaws for a more detailed description of the provisions summarized below. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is attached as an exhibit. Stock The Fund’s authorized stock consists of 200,000,000 Shares, all of which are classified as common stock. There are no outstanding options or warrants to purchase the Fund’s stock. No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, the Fund’s stockholders generally are not personally liable for the Fund’s debts or obligations. Under the Charter, the board of directors of the Fund (the “Board”) is authorized to classify and reclassify any unissued Shares into other classes or series of stock without obtaining stockholder approval. As permitted by the MGCL, the Charter provides that the Board, without any action by the Fund’s stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Fund has authority to issue. Common Stock All Shares have equal rights as to earnings, assets, voting, and dividends and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of the Shares if, as and when authorized by the Board and declared by the Fund out of assets legally available therefor. Shares have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of the Fund’s liquidation, dissolution or winding up, each Share would be entitled to share ratably in all of the Fund’s assets that are legally available for distribution after the Fund pays all debts and other liabilities and subject to any preferential rights of holders of the Fund’s preferred stock, if any preferred stock is outstanding at such time. Each Share is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of the Shares will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding Shares can elect all of the Fund’s directors, and holders of less than a majority of such Shares will be unable to elect any director. Preferred Stock The Charter authorizes the Board to classify and reclassify any unissued Shares into other classes or series of stock, including preferred stock. The cost of any such reclassification would be borne by the Fund’s existing common stockholders. Prior to the issuance of Shares of each class or series, the Board is required by the MGCL and by the Charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of the Shares or otherwise be in their best interest. However, that issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to the Shares and before any purchase of Shares is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of the Fund’s total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two full years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of Shares on a proposal to cease operations as a BDC. 1