CUSIP No. 05070P 108

SCHEDULE 13G

1

NAMES OF REPORTING PERSONS

 

Mercer Investment Management, Inc.

 

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

 

 

3

SEC USE ONLY

 

 

 

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

10,723,159

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

10,723,159

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

10,723,159

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

99%

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

IA;CO

 

 

 

 

Item 1.

(a)

Name of Issuer:  Audax Credit BDC Inc.

(b)

Address of Issuer's Principal Executive Offices:

 

101 Huntington Avenue

Boston, Massachusetts 02199

Item 2.

(a)

Name of Persons Filing:

(i)

Mercer Investment Management, Inc. ("Mercer Investments")

(ii)

Mercer Consulting Group, Inc. ("Mercer Consulting")

(iii)

Marsh & McLennan Companies, Inc. ("MMC")

(b)

Address of Principal Business Office or, if none, Residence:

(i)

Mercer Investments:

99 High Street

Boston, Massachusetts 02110

(ii)

Mercer Consulting and MMC:

1166 Avenue of the Americas

New York, New York 10036

(c)

Citizenship or Place of Organization:

(i)

Mercer Investments:  Delaware

(ii)

Mercer Consulting:  New York

(iii)

MMC: Delaware

(d)

Title of Class of Securities:  Common Stock, par value $0.001 per share

(e)

CUSIP Number:  05070P 108

Item 3.

If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b)

or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under section 15 of  the Act (15 U.S.C. 78o);

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c.);

(d)

[  ]

Investment company registered under section 8 of the Investment Company

Act of 1940 (15 U.S.C. 80a-8);

(e)

[x]

An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E);

(f)

[  ]

An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F);

(g)

[x]

A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[  ]

A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);

(k)

[  ]

Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S institution in accordance with section 240.13d-1(b)(1)(ii)(J),

specify the type of institution: ________________________

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and

percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount beneficially owned:

(i)

Mercer Investments:

10,723,159

(ii)

Mercer Consulting:

10,723,159

(iii)

MMC:

10,723,159

(b)

Percent of class:

(i)

Mercer Investments:

99%

(ii)

Mercer Consulting:

99%

(iii)

MMC:

99%

(c)

Number of shares as to which the person has:

(1)

Sole power to vote or to direct the vote:

(i)

Mercer Investments:

10,723,159

(ii)

Mercer Consulting:

0

(iii)

MMC:

0

(2)

Shared power to vote or to direct the vote:

(i)

Mercer Investments:

0

(ii)

Mercer Consulting:

10,723,159

(iii)

MMC:

10,723,159

 

 

(3)

Sole power to dispose or to direct the disposition of:

(i)

Mercer Investments:

10,723,159

(ii)

Mercer Consulting:

0

(iii)

MMC:

0

(4)

Shared power to dispose or to direct the disposition of:

(i)

Mercer Investments:

0

(ii)

Mercer Consulting:

10,723,159

(iii)

MMC:

10,723,159

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

 

Clients of Mercer Investments have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein.  No client of Mercer Investments currently has an interest in the securities reported herein in excess of 5 percent except Mercer Audax Credit Feeder Fund LP, a Cayman Islands exempted limited partnership (the "Fund").  The Fund has solely an economic interest in the shares reported herein and no beneficial interest based upon the terms and conditions of the investment management arrangements entered into between Mercer Investments and the Fund.

Item 7.

Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company:

 

Mercer Investment Management, Inc. – Investment Adviser

Item 8.

Identification and Classification of Members of the Group:  Not Applicable

Item 9.

Notice of Dissolution of Group:    Not Applicable

Item 10.

Certification:   By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.     In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.