2016-24983. Investment Company Act of 1940

In the Matter of: AB Private Credit Investors Corporation, AB Private Credit Investors Middle Market Direct Lending Fund, L.P., AB Energy Opportunity Fund, L.P., AB Private Credit Investors LLC, 1345 Avenue of the Americas, New York, NY 10105, (812-14453)

Order Under Sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 Under the Act

AB Private Credit Investors Corporation, AB Private Credit Investors Middle Market Direct Lending Fund, L.P., AB Energy Opportunity Fund, L.P., and AB Private Credit Investors LLC filed an application on April 30, 2015, and amendments to the application on October 5, 2015, and May 24, 2016, requesting an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act that would permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act. The order would permit a business development company and certain closed end investment companies (collectively, the “Regulated Funds”) to co-invest in portfolio companies with each other and with affiliated investment funds.

On September 13, 2016, a notice of the filing of the application was issued (Investment Company Act Release No. 32261). The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the application would be issued unless a hearing was ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.

The matter has been considered and it is found, on the basis of the information set forth in the application, as amended, that participation by the Regulated Funds in the proposed transactions is consistent with the provisions, policies and purposes of the Act and is on a basis no less advantageous than that of other participants.

Accordingly,

It is ordered, under sections 17(d) and 57(i) of the Act and rule 17d-1 under the Act, that the relief requested by AB Private Credit Investors Corporation, et al. (File No. 812-14453) is granted, effective immediately, subject to the conditions contained in the application, as amended.

For the Commission, by the Division of Investment Management, under delegated authority.

Robert W. Errett,

Deputy Secretary.