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Item 9A. Controls and Procedures

2021-03-04 compared with 2020-02-28 · 183 added, 179 removed, 297 unchanged (55% of the section changed)

14 unchanged sentences

The responsibilities of the Board include, among other things, the oversight of our investment activities, the quarterly and non-quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities.

Our Board consists of seven members, four of whom are not “interested persons” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board.

Our Board consists of six members, four of whom are not “interested persons” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board.

These individuals are referred to as independent trustees.

Our Board elects the Company’s executive officers, who serve at the discretion of the Board.

Effective June 24, 2020, November 4, 2020 and December 31, 2020, respectively, each of Thomas Joyce, Robert Harteveldt and Bennett Goodman resigned from his respective position as a trustee of the Company.

Messers, Joyce, Harteveldt and Goodman's resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Effective August 26, 2020 and November 5, 2020, the Board appointed Vicki L.

Fuller and James F.

Clark to the Board, respectively, and as members of the Board's Audit Committee and Nominating and Governance Committee.

Board of Trustees and Executive Officers

2 unchanged sentences

Interested Trustee:

Bennett Goodman 1957 Chairman of the Board,

1963 Trustee 2018

Brad Marshall 1972 Trustee 2018

Brad Marshall 1972 Trustee, Chairperson, and Chief Executive Officer 2018

Independent Trustees:

1 unchanged sentence

Tracy Collins 1963 Trustee 2018

Robert Harteveldt 1962 Trustee 2018

Thomas Joyce 1955 Trustee 2018

The address for each of our trustees is c/o GSO Asset Management LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

Executive Officers

Vicki Fuller 1957 Trustee 2020

1961 Trustee 2020

The address for each of our trustees is c/o Blackstone Credit BDC Advisors LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

Executive Officers Who are Not Trustees

Name Year of Birth Position

Brad Marshall 1972 Chief Executive Officer

Stephan Kuppenheimer 1970 Chief Financial Officer

1 unchanged sentence

Beth Chartoff 1969 Public Relations Officer

Beeney 1970 Chief Compliance Officer, Chief Legal

Officer and Secretary

Beeney 1970 Chief Compliance Officer, Chief Legal Officer and Secretary

Biographical Information

2 unchanged sentences

Interested Trustees

Goodman , Trustee and Chairman of the Board of Trustees.

Goodman is Chairman of the Board of the Company, a Co-Founder of GSO and a Senior Advisor of Blackstone.

Since joining Blackstone in 2008, Mr.

Goodman has focused on the management of GSO, which is Blackstone’s credit investment platform with over $124 billion of assets under management in various direct lending strategies, leveraged loan vehicles and distressed investment funds.

Before co-founding

GSO in 2005, Mr.

Goodman was the Managing Partner of the Alternative Capital Division of Credit Suisse.

Goodman joined Credit Suisse in November 2000 when they acquired Donaldson, Lufkin & Jenrette (“ DLJ ”) where he was Global Head of Leveraged Finance.

Goodman joined DLJ in February of 1988 as the founder of the High Yield Capital Markets Group.

Prior to joining DLJ, Mr.

Goodman worked in the high yield business at Drexel Burnham Lambert from 1984 to 1988.

He currently sits on the board of Lincoln Center, the Whitney Museum and the Central Park Conservancy.

He received Institutional Investor’s 2012 Money Manager of The Year Award and the 2004 Lifetime Achievement Award from Euromoney Magazine for his career achievements in the global capital markets.

Goodman graduated from Lafayette College and the Harvard Business School .

, Senior Managing Director of Blackstone and Head of Liquid Credit Strategies .

Smith is a Trustee of the Company, a Senior Managing Director of Blackstone and is Head of Liquid Credit Strategies unit, which includes various commingled credit funds, permanent capital vehicles, CLOs, closed-end funds and leveraged and unleveraged separately managed accounts (SMAs).

Additional responsibilities include serving as Chairman and Chief Executive Officer of the closed-end investment companies managed by the unit.

Smith joined GSO from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co-Head of RBC Capital Market’s Alternative Investments Unit.

Brad Marshall , Trustee, Chief Executive Officer of the Company, Senior Managing Director of Blackstone and Co-Head of Performing Credit .

Marshall is Co-head of Blackstone Credit’s Performing Credit Platform and a Senior Managing

Director of Blackstone.

Marshall also serves on the board of trustees of Blackstone Private Credit Fund (“BCRED”).

Marshall focuses on Blackstone Credit’s Direct Lending effort and is a member of the performing credit investment committee.

Before joining Blackstone Credit in 2005, at its inception, Mr.

Marshall worked in various roles at RBC, including fixed income research and business development within RBC’s private equity funds effort.

Prior to RBC, Mr.

Marshall helped develop a private equity funds business for TAL Global, a Canadian asset management division of CIBC, and prior to that, he co-founded a microchip verification software company where he served as chief financial officer.

Marshall received an MBA from McGill University in Montreal and a BA (Honors) in Economics from Queen’s University in Kingston, Canada.

, Trustee, Senior Managing Director of Blackstone and Head of Liquid Credit Strategies .

Smith is a Trustee of the Company, a Senior Managing Director of The Blackstone Group Inc.

and is Head of Liquid Credit Strategies unit, which includes various commingled credit funds, permanent capital vehicles, CLOs, closed-end funds and leveraged and unleveraged separately managed accounts (“SMAs”).

Smith is also the Chief Executive Officer, Trustee and Chairman of Blackstone Senior Floating Rate Term Fund (“BSL”), Blackstone Long-Short Credit Income Fund (“BGX”), Blackstone Strategic Credit Fund (“BGB”), Blackstone Floating Rate Enhanced Income Fund (“BGFLX”).

Smith also serves on the board of trustees of BCRED.

Smith joined Blackstone Credit from the Royal Bank of Canada in July 2005 where he was a Managing Partner and Co-Head of RBC Capital Market’s Alternative Investments Unit.

Smith joined RBC in 2001 from Indosuez Capital, a division of Crédit Agricole Indosuez, where he was a Co-Head and Managing Director overseeing the firm’s debt investments business and merchant banking activities.

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Kellogg Graduate School of Management at Northwestern University.

Brad Marshall , Senior Managing Director.

Marshall is a Trustee and the Chief Executive Officer of the Company and a Senior Managing Director of Blackstone.

He is a senior portfolio manager in GSO’s Performing Credit Group and oversees GSO’s Direct Lending effort.

Marshall is a member of GSO’s Performing Credit Investment Committee.

Before joining GSO in 2005, Mr.

Marshall worked in various roles at RBC, including fixed income research and business development within RBC’s private equity funds effort.

Prior to RBC, Mr.

Marshall received an M.B.A.

from McGill University in Montreal and a B.A.

(Honors) in Economics from Queen’s University in Kingston, Canada.

Independent Trustees

1 unchanged sentence

Bass has served on the board of Groupon, Inc.

since June 2012 and is currently the Chairman of the audit committee.

since June 2012.

He served as a Vice Chairman of Deloitte & Touche LLP from 2006 through June 2012, and was a Partner in Deloitte from 1982 through June 2012, where he specialized in e-commerce, mergers and acquisitions, SEC filings and related issues.

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In addition, he has been an advisory partner for RR Donnelley, Automatic Data Processing, Community Health Systems, and Avis Budget.

Bass served on the board of directors of Sims Metal Management (ASX:

SGM.AX) and as a member of the risk and audit committee from September 2013 to January 1, 2019, including as Chairman of the risk and audit committee since November 2014, the board of directors and as a member of the audit committee of Apex Tool Group, LLC since December 2014, including as Chairman of the audit committee since April 2015, the board of directors and as Chairman of the audit committee of New Page Corporation from January 2013 (emergence from chapter XI) to January 2015 (sale of the company), and the board of directors and as Chairman of the audit committee of Redfin Corporation (NASDAQ:

Bass has served on the board of directors of Sims Metal Management (ASX:

SGM.AX) and as a member of the risk and audit committee from September 2013 to December 31, 2018, including as Chairman of the risk and audit committee from November 2014, the board of directors and as a member of the audit committee of Apex Tool Group, LLC since December 2014, including as Chairman of the audit committee since April 2015, the board of directors and as Chairman of the audit committee of New Page Corporation from January 2013 (emergence from chapter XI) to January 2015 (sale of the company), and the board of directors and as Chairman of the audit committee of Redfin Corporation (NASDAQ:

RDFN) since October 2016.

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Bass brings to the Board a wealth of experience and knowledge of public company financial reporting and accounting, including with respect to companies in the e-commerce sector, and his experience at the highest levels of a Big Four accounting firm is an invaluable resource to the Board in its oversight of the Company’s SEC filings, all of which make him well qualified to serve on our Board.

Bass also serves on the board of trustees of BCRED.

Clark has served as a Partner with Sound Shore Management, Inc.

At Sound Shore, Mr.

Clark is a generalist on the investment team, responsible for the firm’s investments in energy, industrials, materials, utilities, and consumer staples stocks.

His tenure also includes having served on Sound Shore’s Investment Committee and operating committee.

Previously, Mr.

Clark worked at Credit Suisse First Boston from 1984 to 2004, most recently as a Managing Director from 1996 to 2004.

At Credit Suisse First Boston, Mr.

Clark served as Head of US Equity Research from 2000-2004, and as the firm’s International and Domestic Oil Analyst from 1989-2000.

Clark was selected to Institutional Investor magazine’s All America Research teams for both International and Domestic Oils from 1993-1999.

Clark was also recognized by the Wall Street Journal as an All-Star Analyst from 1994 to 1999, and named to that newspaper’s All-Star Analyst Hall of Fame in 1998 and 1999.

Clark has an MBA from Harvard University and a BA from Williams College, cum laude and with highest honors.

Clark brings a broad range of knowledge and experience with investing in and analyzing securities investments, and his experience managing investments is a significant resource for the Company.

Clark also serves on the board of trustees of BCRED.

Tracy Collins .

Collins is an independent finance professional and most recently served as CEO to SmartFinance LLC (2013-2017), a Fintech startup purchased by MidFirst Bank in December of 2017.

During her career in financial services, Ms.

During her career in financial services,

Collins worked as a Senior Managing Director (Partner) and Head of Asset-Backed Securities Research at Bear Stearns & Co., Inc.

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Collins served as an independent director for KKR Financial from August 2006 to May 2014.

She graduated from the University of

Texas at Austin in the Plan II Honors Program.

She graduated from the University of Texas at Austin in the Plan II Honors Program.

Collins has held numerous management positions and her broad experiences in the financial services sector provide her with skills and valuable insight in handling complex financial transactions and issues, all of which make her well qualified to serve on our Board.

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Affiliates of the Adviser (but not the Adviser) have invested on behalf of their clients in Good Hill-managed vehicles or accounts since 2010, and the amount of such investment is material to Good Hill.

Harteveldt is the Founder and President of Veracity Advisors, LLC (“ Veracity ”).

Harteveldt founded Veracity in 2019.

Veracity advises small businesses seeking to raise equity and debt financing.

Prior to Founding Veracity, Mr.

Harteveldt was CEO of Trishield Capital Management (“ Trishield ”), a deep-value, event-driven hedge fund focused primarily on small and mid-cap domestic companies, investing in both credit and equity.

Trishield was named the number one performing Event Driven Fund by BarclayHedge for the three years ending in 2014.

Harteveldt joined Trishield in 2013.

Prior to joining Trishield, Mr.

Harteveldt worked at Jefferies LLC (“ Jefferies ”) from 2008 to 2013.

At Jefferies, Mr.

Harteveldt was Co-Head of Global Fixed Income, Global Head of Leveraged Finance Investment Banking and a member of the firm’s Executive Committee.

Prior to joining Jefferies, Mr.

Harteveldt worked at Bear Stearns & Co., Inc.

from 1984 until 2008, where Mr.

Harteveldt was Co-Head of Leveraged Finance Sales & Trading.

Prior to moving into the Fixed Income Department at Bear Stearns, Mr.

Harteveldt worked in its Mergers and Acquisitions and Corporate Finance Departments.

Harteveldt holds an A.B.

in History from Dartmouth College, where he currently serves on the Board of Overseers for the Hood Museum of Art.

Harteveldt currently serves on the Board of the Greenwich Country Day School and Airelle Skincare LLC.

Harteveldt is a former Trustee of Choate Rosemary Hall and served on the Board of Directors of the Boys and Girls Club of Greenwich.

Harteveldt has held numerous management positions and his broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on our Board.

Harteveldt, directly or through one or more investment vehicles, is a limited partner in GSO Capital Solutions Fund II LP, Blackstone Real Estate Partners VII, LP and Blackstone Real Estate Debt Strategies III, L.P., funds managed by affiliates of the Adviser.

Thomas Joyce .

Joyce is a recognized leader in the financial services industry.

He has over thirty five years of experience, both domestic and internationally.

He was most recently Executive Chairman of Arxis Capital.

Prior to Arxis, Mr.

Joyce was Chairman and CEO of Knight Capital Group (“ Knight ”).

He joined Knight in 2002 and retired in July 2013, taking the company from $400 million to $1.3 billion in revenues.

From January through May of 2002, Mr.

Joyce was Global Head of Trading for S.C.

Bernstein & Co.

Before that, he held a variety of leadership roles in the Global Institutional Equity business at Merrill Lynch & Co, during his almost fifteen years there.

He is a former member of the Boards of Special Olympics Connecticut;

the Alfred E.

Smith Foundation;

and Salisbury School.

He is one of the Police Commissioners of the Darien Police Department.

Joyce received an AB in Economics from Harvard College.

Joyce has held numerous management positions and his broad experiences in the financial services sector provide him with skills and valuable insight in handling complex financial transactions and issues, all of which make him well qualified to serve on our Board.

Collins also serves on the board of trustees of BCRED.

Fuller has served as a Director of The Williams Companies, Inc.

Fuller joined the board of The Williams Companies, Inc.

after retirement from the New York State Common Retirement Fund ( “NYSCRF” ) where she served as Chief Investment Officer beginning in August 2012.

NYSCRF is the third largest public pension fund in the nation and holds and invests the assets of the New York State and Local Retirement System on behalf of more than one million state and local government employees and retirees and their beneficiaries.

Prior to joining NYSCRF, Ms.

Fuller spent 27 years in leadership positions at AllianceBernstein Holding L.P., which has approximately $500 billion in assets under management.

She joined the company in 1993 from the Equitable Capital Management Corporation, which was acquired by Alliance Capital Management LP (in 2000, the company became AllianceBernstein LP after the company acquired Sanford C.

In December 2019, Ms.

Fuller was appointed to the board of directors of Treliant, LLC, an international multi-industry consulting firm specializing in regulatory requirements.

Fuller was appointed to the Board of Trustees for Fidelity Equity and High Income Funds.

Fuller, who was inducted into the National Association of Securities Professionals Wall Street Hall of Fame, was named to Chief Investment Officer Magazine’s “Power 100” and received the Urban Technology Center’s Corporate Leadership Award.

She has also been named one of the most powerful African Americans on Wall Street by Black Enterprise.

Fuller’s skills, experience, and attributes include:

executive leadership, public policy and government, securities and capital markets, financial and accounting, and diversity, all of which make her well qualified to serve on our Board.

Fuller also serves on the board of trustees of BCRED.

Executive Officers Who Are Not Trustees

Beth Chartoff , Senior Managing Director and Head of Investor Relations and Business Development .

Chartoff is the Public Relations Officer of the Company, a Senior Managing Director of Blackstone and Head of Investor Relations and Business Development at GSO.

Before joining GSO in 2005, Ms.

Beth Chartoff , Public Relations Officer of the Company, Senior Managing Director of Blackstone and Head of Blackstone Credit's Investor Relations and Business Development .

Chartoff is the Public Relations Officer of the Company, a Senior Managing Director of Blackstone and Head of Investor Relations and Business Development at Blackstone Credit.

Before joining Blackstone Credit in 2005, Ms.

Chartoff worked as a Director in Investment Banking at Banc of America Securities in the Financial Sponsors Group.

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Chartoff serves as a member of the Executive Committee of American Ballet Theatre’s Board of Governing Trustees.

Stephan Kuppenheimer, Senior Managing Director .

Kuppenheimer is the Chief Financial Officer of the Company and a Senior Managing Director of Blackstone.

Kuppenheimer is a member of GSO’s Performing Credit Group focused on direct lending and capital markets activities.

Kuppenheimer is also a member of the investment committee for certain GSO direct lending funds.

Before joining GSO in 2015, he was a Senior Managing Director at Stifel Financial where he served as Head of Principal Investing and Head of Debt Capital Markets from 2010 to 2015.

In addition, as part of his responsibilities at Stifel, Mr.

Kuppenheimer served as a member of the board of directors of CM Finance Inc.

a publicly listed BDC.

Stephan Kuppenheimer, Chief Financial Officer .

Kuppenheimer is the Chief Financial Officer of the Company and a Senior Managing Director with Blackstone Credit.

He is a member of Blackstone Credit’s Performing Credit Group focused on portfolio management and capital markets.

Kuppenheimer is a member of the performing credit investment committee.

Before joining Blackstone Credit, then known as GSO Capital Partners, in 2015 Mr.

Kuppenheimer was a Senior Managing Director at Stifel Financial where he served as Head of Principal Investing and Head of Debt Capital Markets from 2010 to 2015.

Prior to Stifel, Mr.

2 unchanged sentences

Previously, Mr.

Kuppenheimer was head of CLOs, structured funds and new products for Merrill Lynch.

Kuppenheimer was head of CLOs and structured funds for Merrill Lynch.

Kuppenheimer received a J.D., with Distinction, from Emory University School of Law and a B.A.

from Colgate University with Honors in Philosophy.

Beeney , Senior Managing Director, General Counsel of GSO.

Beeney is a Senior Managing Director of Blackstone and the Chief Compliance Officer, Chief Legal Officer and Secretary of the Company.

Beeney has been with GSO since 2007.

Prior to her role as General Counsel, Ms.

Beeney worked on a variety of legal matters within GSO, overseeing certain legal and compliance issues and also focusing on the leverage facilities of the GSO funds, new business initiatives, fund structuring and related issues for fund investments.

Beeney also serves as Chief Compliance Officer, Chief Legal Officer and Secretary of certain GSO-advised registered closed-end funds.

Before joining GSO, Ms.

Kuppenheimer serves on the board of trustees for the George Jackson Academy.

Beeney , Chief Compliance Officer, Chief Legal Officer and Secretary.

Beeney has been with Blackstone Credit since 2007 and is a Senior Managing Director and General Counsel of Blackstone Credit.

As General Counsel, Ms.

Beeney works on a variety of legal matters within Blackstone Credit and oversees all legal and compliance issues.

Beeney is the Chief Compliance Officer, Chief Legal Officer and Secretary of BSL, BGX, BGB, BGFLX and BCRED.

Before joining Blackstone Credit, Ms.

Beeney was an attorney at DLA Piper within the finance group.

Prior to that time, she worked at Latham & Watkins primarily on project finance and development transactions, as well as other structured credit products.

Prior to that, she worked at Latham & Watkins primarily on project finance and development transactions, as well as leveraged finance transactions,

restructurings and certain structured credit products.

Beeney holds a B.S.

in Engineering from Cornell University, and a J.D., magna cum laude, from Boston University.

Busch, Senior Vice President.

Busch is the Chief Accounting Officer and Treasurer of the Company and a Senior Vice President with Blackstone.

Busch joined GSO in 2018.

Robert Busch, Chief Accounting Officer and Treasurer.

Busch is the Chief Accounting Officer and Treasurer of the Company and a Senior Vice President with Blackstone Credit.

Busch is the Chief Financial Officer and Treasurer of BSL, BGX, BGB and BGFLX and the Treasurer and Chief Accounting Officer of BCRED.

Busch joined Blackstone Credit in 2018.

Busch worked previously at Fifth Street Asset Management from 2012 to 2018, where he was Senior Vice President Finance and served as Controller of the firm’s two publicly traded business development companies and publicly traded alternative asset manager.

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Busch is a Certified Public Accountant in the state of New York and received a Bachelor’s Degree in Business Administration with a concentration in Accounting from Boston University’s Questrom School of Business where he graduated cum laude.

Leadership Structure and Oversight Responsibilities

Overall responsibility for our oversight rests with the Board.

We have entered into the Investment Advisory Agreement pursuant to which the Adviser will manage the Company on a day-to-day basis.

The Board is responsible for overseeing the Adviser and other service providers in our operations in accordance with the provisions of the 1940 Act, the Declaration of Trust and applicable provisions of state and other laws.

The Board meets in person at regularly scheduled quarterly meetings each year.

In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings.

As described below, the Board has established a Nominating Committee, and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities.

The Board has appointed Bennett J.

Goodman to serve in the role of Chairman of the Board.

The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other trustees generally between meetings.

The Chairman serves as a key point person for dealings between management and the trustees.

The Chairman also may perform such other functions as may be delegated by the Board from time to time.

Board Leadership Structure

Our business and affairs are managed under the direction of our Board.

Among other things, our Board sets broad policies for us and approves the appointment of our investment adviser, administrator and officers.

The role of our Board, and of any individual Trustee, is one of oversight and not of management of our day-to-day affairs.

Under our bylaws, our Board may designate one of our Trustees as chair to preside over meetings of our Board and meetings of shareholders, and to perform such other duties as may be assigned to him or her by our Board.

The Board has appointed Brad Marshall to serve in the role of chairperson of the Board.

The chairperson’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser, counsel and other Trustees generally between meetings.

The chairperson serves as a key point person for dealings between management and the Trustees.

The chairperson also may perform such other functions as may be delegated by the Board from time to time.

The Board reviews matters related to its leadership structure annually.

The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of trustees and the full Board in a manner that enhances effective oversight.

The Board has determined that its leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of Trustees and the full board in a manner that enhances effective oversight.

Our Board believes that its leadership structure is the optimal structure for us at this time.

Our Board, which will review its leadership structure periodically as part of its annual self-assessment process, further believes that its structure is presently appropriate to enable it to exercise its oversight of us.

Following an Exchange Listing, the Trustees may be classified, with respect to the terms for which they severally hold office, into classes, as determined by the Board, as nearly equal in size as is practicable.

Board’s Role in Risk Oversight

We are subject to a number of risks, including investment, compliance, operational and valuation risks, among others.

Risk oversight forms part of the Board’s general oversight of the Company and is addressed as part of various Board and committee activities.

Day-to-day risk management functions will be subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which will carry out our investment management and business affairs.

The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of such events or circumstances if they do occur.

Each of the Adviser and other service providers has their own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models.

The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects.

As part of its regular oversight of the Company, the Board interacts with and reviews reports from, among others, the Adviser, our chief compliance officer, our independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Company and applicable risk controls.

The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.

Our Board performs its risk oversight function primarily through (i) its standing committees, which report to the entire Board and are comprised solely of independent Trustees, and (ii) active monitoring of our chief compliance officer and our compliance policies and procedures.

Oversight of other risks is delegated to the committees.

Oversight of our investment activities extends to oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment activities.

The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations.

The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed.

Investors should note, however, that the Board’ oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

We believe that the role of our Board in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC.

As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations.

For example, we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment.

Corporate Governance

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Audit Committee

The Audit Committee is composed of Robert Bass, Tracy Collins, Robert Harteveldt and Thomas Joyce, each of whom is not considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

The Audit Committee is composed of Robert Bass, Tracy Collins, Vicki Fuller and James Clark, each of whom is not considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Robert Bass serves as Chair of the Audit Committee.

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Nominating and Governance Committee

The Nominating Committee is composed of Robert Bass, Tracy Collins, Robert Harteveldt and Thomas Joyce, each of whom is not considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Thomas Joyce serves as Chair of the Nominating Committee.

The Nominating Committee is composed of Robert Bass, Tracy Collins, Vicki Fuller and James Clark, each of whom is not considered an “interested person” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Tracy Collins serves as Chair of the Nominating Committee.

In accordance with its written charter adopted by the Board, the Nominating Committee recommends to the Board persons to be nominated by the Board for election at the Company’s meetings of our shareholders, special or annual, if any, or to fill any vacancy on the Board that may arise between shareholder meetings.

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To communicate with the Board, any individual trustees or any group or committee of trustees, correspondence should be addressed to the Board or any such individual trustees or group or committee of trustees by either name or title.

The address for each of our trustees is c/o GSO Asset Management LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

The address for each of our trustees is c/o Blackstone Credit BDC Advisors LLC, 345 Park Avenue, 31st Floor, New York, NY 10154.

Any communication to report potential issues regarding accounting, internal controls and other auditing matters will be directed to the Audit Committee.

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Equity Securities

in the Company (1)(2) Dollar Range of

in the Company (1)(2)

Dollar Range of

Equity Securities

1 unchanged sentence

Interested Trustees

Bennett Goodman None None

None over $100,000

Brad Marshall None None

over $100,000 over $100,000

Brad Marshall over $100,000 over $100,000

Independent Trustees

Robert Bass $50,001 – $100,000 $50,001 – $100,000

Robert Bass over $100,000 over $100,000

Tracy Collins None None

Robert Harteveldt None None

Thomas Joyce over $100,000 over $100,000

None over $100,000

(1) Dollar ranges are as follows:

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(2) Dollar ranges were determined using the number of shares that are beneficially owned as of February 26, 2021, multiplied by the Company’s net asset value per share as of December 31, 2020.

(3) The "Fund Complex" consists of the Company, the GSO Closed-End Funds (Blackstone / GSO Senior Floating Rate Term Fund, Blackstone / GSO Long Short Credit Income Fund, Blackstone / GSO Strategic Credit Fund and Blackstone / GSO Floating Rate Enhanced Income Fund), as well as the Blackstone Real Estate Income Funds (Blackstone Real Estate Income Fund, Blackstone Real Estate Income Fund II and Blackstone Real Estate Income Master Fund), the Blackstone Alternative Alpha Funds (Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Fund II and Blackstone Alternative Alpha Master Fund) and Blackstone Alternative Multi-Strategy Fund.

(3) The "Fund Complex" consists of the Company, Blackstone Private Credit Fund, the Blackstone Credit Closed-End Funds (Blackstone Senior Floating Rate Term Fund, Blackstone Long Short Credit Income Fund, Blackstone Strategic Credit Fund and Blackstone Floating Rate Enhanced Income Fund), as well as the Blackstone Real Estate Income Funds (Blackstone Real Estate Income Fund, Blackstone Real Estate Income Fund II and Blackstone Real Estate Income Master Fund), the Blackstone Alternative Alpha Funds (Blackstone Alternative Alpha Fund, Blackstone Alternative Alpha Fund II and Blackstone Alternative Alpha Master Fund) and Blackstone Alternative Multi-Strategy Fund.

Fuller joined the Board on August 26, 2020.

Clark joined the Board on November 5, 2020.

Executive Compensation.

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No compensation is paid to our trustees who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act.

We pay each independent trustee:

(i) $75,000 ($100,000 after an Exchange Listing) per year (prorated for any partial year), (ii) $2,500 for each regular meeting of the Board attended, (iii) $1,000 for each committee meeting attended (in addition to regular meeting fees to the extent committees meet on regular meeting dates) and (iv) an additional fee of $7,500 ($10,000 after an Exchange Listing) per year for the chairman of the Audit Committee.

We are also authorized to pay the reasonable out-

of-pocket expenses of each independent trustee incurred by such trustee in connection with the fulfillment of his or her duties as an independent trustee.

Effective January 1, 2021, we pay each independent trustee:

(i) $100,000 per year (prorated for any partial year), (ii) $2,500 for each regular meeting of the Board attended, (iii) $1,000 for each committee meeting attended (in addition to regular meeting fees to the extent committees meet on regular meeting dates) and (iv) $10,000 per year for the chairman of the Audit

We are also authorized to pay the reasonable out-of-pocket expenses of each independent trustee incurred by such trustee in connection with the fulfillment of his or her duties as an independent trustee.

Total Compensation earned from the Company for Fiscal Year 2020 (8) Total Compensation earned from Fund Complex for Fiscal Year 2020 (9)

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Thomas Joyce (5) $ 52,764 $ 52,764

Fuller (6) $ 46,867 $ 76,938

Clark (7) $ 18,617 $ 32,362

(1) These are interested trustees and, as such, do not receive compensation from the Company or the Fund Complex for their services as trustees.

Goodman resigned from the Board on December 31, 2020.

(3) Includes compensation as chairman of Audit Committee.

Harteveldt resigned from the Board on November 4, 2020.

Joyce resigned from the Board on June 24, 2020.

Fuller joined the Board on August 26, 2020.

Clark joined the Board of November 5, 2020.

(8) The Company does not have a profit-sharing plan, and trustees do not receive any pension or retirement benefits from the Company.

(4) The GSO Closed-End Funds, the Blackstone Real Estate Income Funds, the Blackstone Alternative Alpha Funds and Blackstone Alternative Multi Strategy Fund do not pay compensation to the trustees of the Company.

(9) The Blackstone Credit Closed-End Funds, the Blackstone Real Estate Income Funds, the Blackstone Alternative Alpha Funds and Blackstone Alternative Multi Strategy Fund do not pay compensation to the trustees of the Company.

Blackstone Private Credit Fund does pay compensation to the Independent Trustees of the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Interested Trustees

Bennett Goodman — — —

Brad Marshall — — —

Record/Beneficial 19,599 (1)

Brad Marshall Record/Beneficial 75,274 (1)

Independent Trustees

1 unchanged sentence

Tracy Collins — — —

Robert Harteveldt — — —

Thomas Joyce Record/Beneficial 12,768 (1)

Executive Officers Who Are Not Directors

Stephan Kuppenheimer — — —

Beth Chartoff — — —

Stephan Kuppenheimer Record/Beneficial 11,291 (1)

Beth Chartoff Record/Beneficial 1,882 (1)

All Trustees and Executive Officers as a Group (10 persons) 112,049 (1)

14 unchanged sentences

Unless earlier terminated, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first became effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board, including a majority of independent trustees, or by the holders of a majority of our outstanding voting securities.

For the years ended December 31, 2019 and 2018, base management fees were $12.6 million and $0.3 million respectively.

For the years ended December 31, 2020, 2019 and 2018, base management fees were $32.9 million, $12.6 million and $0.3 million, respectively.

As of December 31, 2020 and December 31, 2019, $10.3 million and $5.0 million, respectively, was payable to the Adviser relating to management fees.

For the years ended December 31, 2019 and 2018, the Company accrued income based incentive fees of $13.8 million and $0.0 million, respectively.

For the years ended December 31, 2020, 2019 and 2018, the Company accrued income based incentive fees of $42.0 million, $13.8 million and $0.0 million, respectively.

As of December 31, 2020 and December 31, 2019, $15.3 million and $6.3 million, respectively was payable to the Adviser for income based incentive fees.

For the year ended December 31, 2019 the Company accrued capital gains incentive fees of $4.2 million, none of which was payable as of December 31, 2019 under the Investment Advisory Agreement.

As of December 31, 2018, the Company did not accrue any capital gains incentive fee since there were cumulative net unrealized and realized losses as of such date.

For the years ended December 31, 2019 and 2018, the Company incurred $1.5 million and $0.4 million, respectively, under the Administration Agreement which were recorded in administrative service fees in the Company’s Consolidated Statement of Operations.

For the years ended December 31, 2020, 2019 and 2018, the Company incurred $2.3 million, $1.5 million and $0.4 million, respectively, under the Administration Agreement, which were recorded in administrative service fees in the

Company’s Consolidated Statement of Operations.

As of December 31, 2020 and December 31, 2019, $1.1 million and $0.9 million, respectively, was unpaid and included in due to affiliate in the Consolidated Statement of Assets and Liabilities.

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We have received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.

Pursuant to such order, the Board has established Board Criteria clearly defining co-investment opportunities in which the Company will have the opportunity to participate with one or more GSO BDCs and other public or private GSO funds that target similar assets.

If an investment falls within the Board Criteria, GSO must offer an opportunity for the GSO BDCs to participate.

The GSO BDCs may determine to participate or not to participate, depending on whether GSO determines that the investment is appropriate for the GSO BDCs (e.g., based on investment strategy).

The co-investment is generally allocated to us, any other GSO BDCs and the other GSO funds that target similar assets pro rata based on available capital in the applicable asset class.

Pursuant to such order, the Board has established Board Criteria clearly defining co-investment opportunities in which the Company will have the opportunity to participate with one or more Blackstone Credit BDCs and other public or private Blackstone Credit funds that target similar assets.

If an investment falls within the Board Criteria, Blackstone Credit must offer an opportunity for the Blackstone Credit BDCs to participate.

The Blackstone Credit BDCs may determine to participate or not to participate, depending on whether Blackstone Credit determines that the investment is appropriate for the Blackstone Credit BDCs (e.g., based on investment strategy).

The co-investment is generally allocated to us, any other Blackstone Credit BDCs and the other Blackstone Credit funds that target similar assets pro rata based on available capital in the applicable asset class.

If the Adviser determines that such investment is not appropriate for us, the investment will not be allocated to us, but the Adviser will be required to report such investment and the rationale for its determination for us to not participate in the investment to the Board at the next quarterly board meeting.

17 unchanged sentences

Audit-Related Fees

No audit-related fees were billed by Deloitte & Touche LLP for the years ended December 31, 2019 and 2018.

The aggregate audit-related fees billed by Deloitte & Touche LLP for the years ended December 31, 2020, 2019 and 2018 were $105,000, $0 and $0, respectively.

Audit-related fees are for any services rendered to the Company that are reasonably related to the performance of the audits or reviews of the Company’s consolidated financial statements (but not reported as audit fees above).

21 unchanged sentences

The term of any pre-approval is 12 months from the date of the pre-approval or until the next annual Independent Auditor services engagement is pre-approved, whichever is later, unless the Audit Committee specifically provides for a different period.

Summary descriptions of the types of services the Audit Committee believes are appropriate for annual approval are provided under the Policy.

In addition, in connection with the annual pre-

approval of services, the Audit Committee will supplementally review and approve a detailed presentation that sets forth the types of audit, audit-related, tax and other services proposed to be provided by the Independent Auditor, which shall include estimates of the fees for such services (the “ Services Proposal ”).

Summary descriptions of the types of services the Audit Committee

believes are appropriate for annual approval are provided under the Policy.

In addition, in connection with the annual pre-approval of services, the Audit Committee will supplementally review and approve a detailed presentation that sets forth the types of audit, audit-related, tax and other services proposed to be provided by the Independent Auditor, which shall include estimates of the fees for such services (the “ Services Proposal ”).

The Audit Committee may periodically revise the list of pre-approved services based on subsequent determinations.

24 unchanged sentences

3.1 Third Amended and Restated Agreement and Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 19, 2019).

3.1.1 Certificate of Amendment to Certificate of Trust, effective December 10, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 10, 2020).

3.2 Bylaws, dated July 31, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

1 unchanged sentence

4.2 Registration Rights Agreement between the Company and Universities Superannuation Scheme Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 18, 2019).

4.3 Description of Common Shares of Beneficial Interest*

4.3 Registration Rights Agreement, dated as of June 18, 2020, by and among the Company and QIA FIG Holding LLC (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2020).

4.4 Registration Rights Agreement, dated as of July 15, 2020, by and among the Company, Citigroup Global Markets Inc.

and Goldman Sachs & Co.

LLC, as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

4.5 Registration Rights Agreement, dated as of October 23, 2020, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC and SMBC Nikko Securities America, Inc., as the representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

4.6 Registration Rights Agreement, dated as of December 1, 2020, by and among the Company and Citigroup Global Markets Inc., Goldman Sachs & Co.

4.7 Description of Common Shares of Beneficial Interest (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 27, 2020) .

10.1 Investment Advisory Agreement between the Company and the Adviser, dated October 1, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

2 unchanged sentences

10.4 Custody Agreement between the Adviser and UMB Bank, n.a., dated September 14, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

Number Description of Exhibits

10.5 Agency Agreement between the Company and DST Systems, Inc., dated September 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on October 1, 2018).

3 unchanged sentences

and the other lender parties thereto, dated September 16, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

Number Description of Exhibits

10.7 Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated November 16, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2018).

1 unchanged sentence

10.7.2 Commitment Increase Request and Second Amendment to Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated September 20, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.7.3 Third Amendment to Loan and Security Agreement between BGSL Jackson Hole Funding LLC, the Company, the lenders party thereto, Citibank, N.A., Virtus Group, LP and JPMorgan Chase Bank, National Association, dated July 28, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2020).

10.8 Expense Support and Conditional Reimbursement Agreement, dated December 12, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2018).

1 unchanged sentence

10.10 Revolving Credit Facility between BGSL Breckenridge Funding LLC , the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated December 21, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018).

Number Description of Exhibits

10.10.1 First Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated June 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2019).

10.10.2 Second Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated August 2, 2019 (incorporated by reference to Exhibit 10.10.2 to the Company’s Quarterly Report on Form 10-K filed on February 28, 2020).

10.10.3 Third Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated September 27, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2019).

10.10.4 Fourth Amendment to the Revolving Credit Agreement between BGSL Breckenridge Funding LLC, the lenders party thereto, BNP Paribas, the Company and Wells Fargo Bank, National Association, dated April 13, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2020).

10.11 Credit Agreement among BGSL Big Sky Funding LLC, the lender parties hereto, Bank of America, N.A., BOFA Securities, Inc., the Company and Wells Fargo Bank, National Association, dated December 10, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2019).

14 Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

21.1 Subsidiaries*

10.11.1 First Amendment to the Credit Agreement among BGSL Big Sky Funding LLC, the lender parties hereto, Bank of America, N.A., BOFA Securities, Inc., the Company and Wells Fargo Bank, National Association, dated December 30, 2020 *

10.12 Senior Secured Credit Agreement, dated as of June 15, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

10.12.1 Amendment No.

1, dated as of June 29, 2020, to the Senior Secured Credit Agreement, dated as of June 15, 2020, by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2020).

10.12.2 Incremental Assumption Agreement, dated as of November 3, 2020 , by and among the Company, each of the lenders from time to time party thereto and Citibank, N.A., as administrative agent .

10.13 Indenture, dated as of July 15, 2020, by and between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

10.13.1 First Supplemental Indenture, dated as of July 15, 2020, relating to the 3.650% Notes due 2023, by and between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

10.13.2 Second Supplemental Indenture, dated as of October 23, 2020, relating to the 3.625% Notes due 2026, by and between the Company and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

10.13.3 Form of 3.650% Notes Due 2023 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 17, 2020).

Number Description of Exhibits

10.13.4 Form of 3.625% Notes due 2026 (included as part of Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 27, 2020).

14 Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on March 18, 2019).

21.1 Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2020)

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

7 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

Blackstone / GSO Secured Lending Fund

February 27, 2020 By:

Blackstone Secured Lending Fund

March 3, 2021 By:

/s/ Brad Marshall

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated on February 27, 2020.

/s/ Brad Marshall Chief Executive Officer and Trustee

4 unchanged sentences

Busch Chief Accounting Officer and Treasurer

/s/ Bennett Goodman Trustee

Bennett Goodman

/s/ Robert Bass Trustee

1 unchanged sentence

Tracy Collins

/s/ Robert Harteveldt Trustee

Robert Harteveldt

/s/ Thomas Joyce Trustee

/s/ James Clark Trustee

/s/ Vicki Fuller Trustee

/s/ Daniel H.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures