AB 2020 Form 10-K

Exclusive Forum The Charter and Bylaws provide that, to the fullest extent permitted by law, unless the Fund consents in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of the Fund, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Fund to the Fund or the Fund’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, the Charter or Bylaws or the securities, antifraud, unfair trade practices or similar laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder, or (iv) any action asserting a claim governed by the internal affairs doctrine shall on the demand of the Fund be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The place of arbitration shall be New York, New York unless otherwise agreed by the parties; in rendering an award or decision, the arbitrators shall be required to follow the laws of the State of New York; and except as otherwise agreed between the parties, each party involved in a dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case, award any portion of the Fund’s award to the claimant or the claimant’s attorneys. Term As discussed above, if the Board determines it appropriate (and subject to necessary stockholder approvals under the Charter and the 1940 Act, and any other applicable requirements of the 1940 Act), the Board may at any time after the third anniversary of the initial closing date, subject to the Adviser’s option to extend this by up to one (1) year beyond the third anniversary of the initial closing date, or if earlier, the date on which the undrawn capital commitment of each investor has been reduced to zero, (i) (a) create a Liquidating Share Class or effectuate the New BDC Spin-Off, both pending the Fund’s receipt of exemptive or no-action relief from the SEC, (b) complete a Qualified IPO, or (c) wind up, or (ii) amend the Charter as necessary to preserve (insofar as possible) the overall benefits previously enjoyed by stockholders as a whole. Additionally, if the Board determines that there has been a significant adverse change in the Fund’s regulatory or tax treatment or that of the Fund’s stockholders that, in the Board’s judgment makes it inadvisable for the Fund to continue in its present form, then the Board will endeavor to restructure or change the form of the Fund to preserve (insofar as possible) the overall benefits previously enjoyed by stockholders as a whole. In the event of and upon any liquidation, dissolution or winding up of the Fund’s affairs, whether voluntary or involuntary, after payment or provision for payment of the Fund’s debts and other liabilities and subject to the prior rights of any outstanding preferred Shares, the Fund’s remaining net assets will be distributed among holders of the Shares equally on a per share basis. For the purposes of this paragraph, a merger or consolidation of the Fund with or into any other corporation or other entity, or a sale or conveyance of all or any part of the Fund’s property or assets will not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary. * * * * * 6