1933 Act File

1940 Act File

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

REGISTRATION STATEMENT

and/or

REGISTRATION STATEMENT

(Check appropriate box or boxes)

 

(Exact Name of Registrant as Specified in Charter)

 

,

(Address of Principal Executive Offices)

(Registrant’s Telephone Number, including Area Code)

 

Ryan P. Brizek, Esq.

Debra Sutter, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

Washington, D.C. 20001

 

 

It is proposed that this filing will become effective (check appropriate box)

 

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

 

If appropriate, check the following box:

 

Check each box that appropriately characterizes the Registrant:

 

 

 

 

PROSPECTUS

May 1, 2026

Apollo Diversified Credit Fund

Class A Shares (CRDTX), Class C Shares (CGCCX) and Class L Shares (CRDLX) of Beneficial Interest

$2,500 minimum purchase for regular accounts

$1,000 minimum purchase for retirement plan accounts

Class I Shares (CRDIX)

$1,000,000 minimum initial investment

 

Apollo Diversified Credit Fund (the “Fund”) is a continuously offered, diversified, management investment company that is operated as an interval fund.

This prospectus concisely provides the information that a prospective investor should know about the Fund before investing. You are advised to read this prospectus carefully and to retain it for future reference. Additional information about the Fund, including the Fund’s Class A, Class C, Class I and Class L Statement of Additional Information (“SAI”) dated May 1, 2026, has been filed with the Securities and Exchange Commission (“SEC”). The SAI is available upon request and without charge by writing the Fund at c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1000, Denver, CO 80203, or by calling toll-free The table of contents of the SAI appears on page 1 of this prospectus. You may request the Fund’s SAI, annual and semi-annual reports and other information about the Fund or make shareholder inquiries by calling or by visiting www.apollo.com/adcf. The SAI, material incorporated by reference and other information about the Fund is also available on the SEC’s website at http://www.sec.gov. The address of the SEC’s website is provided solely for the information of prospective shareholders and is not intended to be an active link.

The Fund’s investment objective is to generate a return comprised of both current income and capital appreciation with an emphasis on current income with low volatility and low correlation to the broader markets.

The Fund pursues its investment objective through a “multi-asset” approach across both private and public credit markets. With access to the broad spectrum of the credit platform of Apollo Global Management, Inc. (together with its consolidated subsidiaries, “Apollo”), the Fund employs a dynamic asset allocation process, investing across a range of credit strategies in an effort to generate attractive risk-adjusted returns, including but not limited to corporate direct lending, asset-backed finance and performing credit. The Fund’s allocation across each of these investment strategies may vary from time to time. The Fund will invest, under normal market conditions, at least 80% of its Managed Assets (as defined herein) in debt securities, including, but not limited to, credit related investments such as fixed income securities (investment grade debt and high-yield debt), floating rate securities (senior loans or structured credit) and other debt instruments and in derivatives (futures, forward contracts, foreign currency exchange contracts, call and put options, selling or purchasing credit default swaps, and total return swaps) and other instruments that have economic characteristics similar to such securities or investments.

Investing in the Fund involves a high degree of risk. In particular:

 

 

 

 

 

The Fund’s investment adviser is Apollo Capital Credit Adviser, LLC (the “Adviser”), an SEC registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser is an affiliate of Apollo.

The Adviser has engaged Apollo Credit Management, LLC (the an SEC registered investment adviser under the Advisers Act, to manage the Fund’s investment portfolio. The is an affiliate of Apollo. Founded in 1990, Apollo is a high-growth, global alternative asset manager and retirement services provider. Apollo conducts its business primarily in the U.S. through the following three reportable segments: Asset Management, Retirement Services and Principal Investing. These business segments are differentiated based on the investment services they provide as well as varying investing strategies. Through its asset management business, Apollo raises, invests and manages funds, accounts and other vehicles, on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. Apollo’s retirement services business is conducted by Athene Holding Ltd. (together with its subsidiaries, “Athene”), a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products for the increasing number of individuals and institutions seeking to fund retirement needs. As of December 31, 2025, Apollo had total assets under management (“AUM”) of $938 billion and a team of 6,140 employees, including 2,010 employees of Athene and 600 employees of Bridge Investment Group Holdings Inc.

Apollo manages the leading alternative credit business with $749 billion in credit AUM and more than 590 investment professionals across an array of corporate, asset-backed and insurance-related investment strategies. The Fund benefits from its affiliation with Apollo as a scaled direct lending platform with over $450 billion of dedicated corporate credit AUM. Apollo’s corporate credit business dates back over twenty years, with a heritage as one of the largest managers of syndicated loans. Over the course of decades, Apollo has built incumbency with thousands of leveraged loan issuers, many of which are backed by the largest blue-chip private equity sponsors. Today, Apollo has established over 4,000 lending relationships. Incumbency and scale enable Apollo to source and deliver attractive lending opportunities for its investor clients. In 2025, Apollo and its affiliates originated $60 billion in direct lending transactions.

By collaborating across disciplines, with each business unit contributing to, and drawing from, Apollo’s shared information and experience, Apollo believes the Fund is well-positioned to invest across asset classes. Apollo’s investment philosophy is centered on the ethos that “purchase price matters,” allocating capital to the best risk- reward investment opportunities throughout market and economic cycles. Apollo’s focus on alternative asset investing seeks to deliver excess return per unit of risk at all points across the investment spectrum. Investors in the Fund’s shares also benefit from significant alignment of interest with Apollo since, through Athene, Apollo is often among the largest investors in its own funds, including direct lending funds which alongside the Fund.

The Fund engages in a continuous offering of shares of beneficial interest of the Fund, including Class A shares, Class C shares, Class I shares and Class L shares. The Fund is authorized as a Delaware statutory trust to issue an unlimited number of shares. The Fund is offering to sell, through its distributor, ALPS Distributors, Inc. (the “Distributor”), under the terms of this prospectus, an unlimited number of shares of beneficial interest, at NAV plus the applicable sales load, if any. As of March 31, 2026, the Fund’s NAV per share was $22.45 for Class A shares, $22.44 for Class C shares, $22.44 for Class I shares and $22.44 for Class L shares. As of March 31, 2026, there were 2,800,230 Class A shares outstanding, 3,533,678 Class C shares outstanding, 65,904,893 Class I shares outstanding and 772,567 Class L shares outstanding. The maximum sales load is 5.75% of the amount invested for Class A shares and 4.25% of the amount invested for Class L shares, while Class C shares and Class I shares are not subject to sales loads. The minimum initial investment by a shareholder for Class A shares, Class C shares and Class L shares is $2,500 for regular accounts and $1,000 for retirement plan accounts. Subsequent investments in such classes of shares may be made with at least $100 for regular accounts and $50 for retirement plan accounts. The minimum initial investment for Class I shares is $1,000,000, while subsequent investments may be made in any amount. The Fund offers Class F and Class M shares through separate prospectuses. The Fund reserves the right to waive the investment minimums. In addition, certain institutions (including banks, trust companies, brokers and investment advisers) may be authorized to accept, on behalf of the Fund, purchase and exchange orders and repurchase requests placed by or on behalf of their customers, and if approved by the Fund, may designate other financial intermediaries to accept such orders. The Distributor is not required to sell any specific number or dollar amount of the Fund’s shares, but will use its best efforts to solicit orders for the sale of the shares. Monies received will be invested promptly. During the continuous offering, shares will be sold at the NAV of the Fund next determined plus the applicable sales load. See “Plan of Distribution.” The Fund’s continuous offering is expected to continue in reliance on Rule 415 under the Securities Act of 1933, as amended.

Class A shares and Class L shares:

 

Class C shares and Class I shares:

 

 

TABLE OF CONTENTS

 

 

 

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Shareholder Transaction Expenses

Class A

Class C

Class I

Class L

Maximum Sales Load (as a percent of offering price)

5.75

%

None

None

4.25

%

Contingent Deferred Sales Charge (1)

None

1.00

%

None

None

Annual Expenses (as a percentage of net assets attributable to shares)
Management Fees			1.50	%			1.50	%			1.50	%			1.50	%
Other Expenses			0.85	%			1.60	%			0.60	%			1.10	%
Shareholder Servicing Expenses			0.25	%			0.25	%			None				0.25	%
Distribution Fee (2)			None				0.75	%			None				0.25	%
Remaining Other Expenses (3)			0.60	%			0.60	%			0.60	%			0.60	%
Interest Expense on Borrowing (4)			1.50	%			1.50	%			1.51	%			1.50	%
Acquired Fund Fees and Expenses (5)			0.01	%			0.01	%			0.01	%			0.01	%
Total Annual Expenses (4), (5)			3.86	%			4.61	%			3.62	%			4.11	%
Fee Waiver and Reimbursement (6)			(0.10	)%			(0.10	)%			(0.10	)%			(0.10	)%
Total Annual Expenses (after fee waiver and reimbursement) (5), (6)			3.76	%			4.51	%			3.52	%			4.01	%

(1)	Class C shareholders may be subject to a contingent deferred sales charge on shares repurchased during the first 365 days after their purchase.

(2)

Class C shares and Class L shares will pay to the Distributor a Distribution Fee that will accrue at an annual rate equal to 0.75% and 0.25%, respectively, of the average daily net assets attributable to Class C shares and Class L shares. The Distribution Fee is payable on a monthly basis. See “Plan of Distribution.”

(3)	CLO expenses are not included in the Other Expenses. If such expenses were included, they would be approximately 0.01% of the Fund’s net assets.

(4)

The Fund may borrow funds to make investments. To the extent that the Adviser determines that it is appropriate to borrow funds to make investments, the costs associated with such borrowing will be indirectly borne by shareholders. The figure in the table assumes that the Fund borrows for investment purposes an amount equal to 25.39% of its weighted average net assets, and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 1.50%. The Fund’s ability to incur leverage depends, in large part, on the availability of financing in the market.

(5)	The total annual expenses in this fee table is different from the ratio of expenses to average net assets given in the Financial Highlights, because the Financial Highlights do not include acquired fund fees and expenses.

(6)

The Adviser and the Fund have entered into the Expense Limitation Agreement under which the Adviser has agreed contractually to waive its fees and to pay or absorb the ordinary annual operating expenses of the Fund (including offering expenses, but excluding taxes, interest, brokerage commissions, acquired fund fees and expenses and extraordinary expenses), to the extent that they exceed 2.25%, 3.00%, 2.00% and 2.50% per annum of the Fund’s average daily net assets attributable to Class A, Class C, Class I and Class L shares, respectively. In consideration of the Adviser’s agreement to limit the Fund’s expenses, the Fund has

agreed to repay the Adviser in the amount of any fees waived and Fund expenses paid or absorbed, subject to the limitations that: (1) the reimbursement for fees and expenses will be made only if payable not more than three years from the date on which they were incurred; and (2) the reimbursement may not be made if it would cause the lesser of the Expense Limitation in place at the time of waiver or at the time of reimbursement to be exceeded. The Adviser has approved the continuance of the Expense Limitation Agreement through at least April 30, 2027, unless and until the Board approves its modification or termination upon written notice to the Adviser. See “Management of the Fund.”

The following example illustrates the hypothetical expenses that you would pay on a $1,000 investment assuming annual expenses attributable to shares remain unchanged and shares earn a 5% annual return (the example assumes the Fund’s Expense Limitation Agreement will remain in effect for only one year):

 

Share Class		1 Year				3 Years				5 Years				10 Years
Class A		$	93			$	168			$	244			$	442
Class C		$	45			$	138			$	232			$	469
Class I		$	35			$	110			$	186			$	387
Class L		$	81			$	161			$	243			$	453

The following example illustrates the hypothetical expenses that you would pay on a $1,000 investment assuming annual expenses attributable to shares remain unchanged, shares earn a 5% annual return (the example assumes the Fund’s Expense Limitation Agreement will remain in effect for only one year), and you redeemed your shares in full at the end of such period.

 

Share Class		1 Year				3 Years				5 Years				10 Years
Class A		$	93			$	168			$	244			$	442
Class C*		$	55			$	138			$	232			$	469
Class I		$	35			$	110			$	186			$	387
Class L		$	81			$	161			$	243			$	453

 

*

If the contingent deferred sales charge applies. See “Quarterly Repurchases of Shares—Contingent Deferred Sales Charge.” If the contingent deferred sales charge does not apply, the hypothetical expenses you would pay on $1,000 investment in Class C shares would be $45, assuming annual expenses attributable to shares remain unchanged, shares earn a 5% annual return, and you redeemed your shares in full at the end of the 1 Year period.

Apollo Diversified Credit Fund – Class A		CONSOLIDATED FINANCIAL HIGHLIGHTS
		For a Share Outstanding Throughout the Period Presented

		For the Year Ended December 31, 2025				For the Year Ended December 31, 2024				For the Year Ended December 31, 2023				For the Year Ended December 31, 2022				For the Year Ended December 31, 2021				For the Year Ended December 31, 2020				For the Year Ended December 31, 2019				For the Year Ended December 31, 2018				For the Period April 3, 2017 (Commencement of Operations) to December 31, 2017
Net asset value, beginning of year		$	22.21			$	21.79			$	20.82			$	24.53			$	24.06			$	24.89			$	24.01			$	25.30			$	25.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (a)			1.78				1.97				1.88				1.49				1.53				1.28				1.59				1.52				0.92
Net realized and unrealized gain/(loss)			0.37				0.39				1.04				(3.68	)			0.47				(0.65	)			1.01				(1.27	)			0.16
Total from investment operations			2.15				2.36				2.92				(2.19	)			2.00				0.63				2.60				0.25				1.08
DISTRIBUTIONS:
From net investment income (b)			(1.69	)			(1.94	)			(1.95	)			(1.52	)			(1.53	)			(1.46	)			(1.72	)			(1.54	)			(0.78	)
Total distributions			(1.69	)			(1.94	)			(1.95	)			(1.52	)			(1.53	)			(1.46	)			(1.72	)			(1.54	)			(0.78	)
Net increase/(decrease) in net asset value			0.46				0.42				0.97				(3.71	)			0.47				(0.83	)			0.88				(1.29	)			0.30
Net asset value, end of period		$	22.67			$	22.21			$	21.79			$	20.82			$	24.53			$	24.06			$	24.89			$	24.01				25.30
TOTAL RETURN (c)			9.98	%			11.20	%			14.46	%			(8.93	)%			8.49	%			3.16	%			11.04	%			0.93	%			4.38	%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s)		$	68,221			$	75,602			$	81,234			$	61,500			$	72,120			$	81,766			$	65,930			$	31,350			$	14,581
Ratios to Average Net Assets (including interest expense)
Ratio of expenses to average net assets excluding fee waivers and reimbursements			3.84	%			3.73	%			4.86	%			3.75	%			3.10	%			2.79	%			2.97	%			3.32	%			5.15	% (d)(e)