What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 539 added, 24 removed, 192 unchanged (75% of the section changed)

30 unchanged sentences

our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this

evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2019.

Attestation Report of the Registered Public Accounting Firm

Our internal control over financial reporting as of December 31, 2019 has been audited by RSM US LLP, an independent registered public accounting firm, as

stated in their report, which is included in Item 8 of Part II of this Annual Report under the heading Report of Independent Registered Public Accounting Firm.

Based on this evaluation,

management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Report of the Registered Public Accounting Firm

Our internal control over financial reporting as of December 31, 2020 has been

audited by RSM US LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of Part II of this Annual Report under the heading Report of Independent Registered Public Accounting Firm.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual

Meeting of Stockholders, to be filed with the U.S.

Securities and Exchange Commission within 120 days following the end of our fiscal year.

directors has five members and is divided into three classes.

Each class has a three-year term.

Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

Vacancies on the

board of directors may be filled by persons elected by a majority of the remaining directors.

A director elected by the board of directors to fill a vacancy in a class, including any vacancies created by an increase in the number of directors, shall

serve for the remainder of the full term of that class or until the directors successor is duly elected and qualified.

our directors who are also officers of the Company may serve as directors of, or on the boards of managers of, certain of our portfolio companies.

In addition, the board of directors of Fidus Mezzanine Capital, L.P., or Fund I, a wholly-owned

consolidated subsidiary that has elected to be treated as a BDC under the 1940 Act, is composed of all of the Companys directors.

The business address of each director listed below is 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201.

Certain information as of February 23, 2021 with respect to the directors is set forth below.

Interested Directors

Ross has served as chairman of our board of directors and our chief executive officer, and as chairman of our investment advisors investment committees, since our initial public offering in June 2011.

Additionally,

Ross is the chief executive officer and a manager of our investment advisor.

Ross is an interested director due to his positions with the Company and our investment advisor.

Ross has more than 30 years of debt and equity

capital investing experience with lower middle-market companies.

Ross co-founded Fidus Capital, LLC, the predecessor firm to our investment advisor, in 2005.

From February 2007 to June 2011,

Ross served as a member of the investment committee of Fidus Mezzanine Capital GP, LLC, Fund Is former general partner.

From 2002 to 2005, Mr.

Ross was a managing director and the head of the Chicago office for Allied Capital

Corporation, a publicly-traded business development company, where he focused on making debt and equity investments in middle-market companies.

Prior to joining Allied Capital Corporation, Mr.

co-founded Middle Market Capital, a merchant banking group of Wachovia Securities and its predecessor, First Union Securities, Inc., a retail brokerage and institutional capital markets and investment banking

Ross earned a bachelor of arts from Southern Methodist University and a master of business administration from the University of Notre Dames Mendoza College of Business.

Ross is the brother of John J.

manager of our investment advisor and a member of its investment committee.

Lauer has served as our director and as a member of our investment advisors investment committees since our initial public offering in June 2011 and as our President since September 2016.

Additionally, Mr.

is a manager of our investment advisor.

Lauer is an interested director due to his position with the investment advisor.

Lauer has more than 25 years of experience investing debt and equity capital in lower middle-market companies.

Lauer was a managing partner of Fidus Partners, LLC, an investment banking firm, from 2008 to June 2011.

From 2004 to 2008, Mr.

Lauer was a managing director of Allied Capital Corporation, a publicly-traded business development

company, and member of that firms Management Committee from 2006 to 2008, Private Finance Investment Committee from 2005 to 2008,and Senior Debt Fund Investment Committee from 2007 to 2008.

Prior to joining Allied Capital Corporation,

Lauer worked with the Global Sponsor Finance Group of GE Capital, the financial services unit of General Electric, the Leveraged Capital Group at Wachovia Securities and its predecessor, First Union Securities, Inc., a retail brokerage and

institutional capital markets and investment banking firm, and the Platform Components Division of Intel Corporation.

Lauer earned a bachelor of business administration from the University of Notre Dame and master of business administration

from the University of Notre Dames Mendoza College of Business.

Independent Directors

Anstiss has served on our board of directors since September 2011 and is the chairman of our audit committee and a member of our nominating committee.

Anstiss is the President of Anstiss & Co., an

accounting, audit, tax and financial consulting firm headquartered in Lowell, Massachusetts.

Prior to joining Anstiss & Co.

Anstiss served on the audit staff of KPMG Peat Marwick from 1988 to 1992.

served on the board of directors for several not-for-profit companies.

Hyman has served on our board of directors since our initial public offering in June 2011 and is the chairman of our nominating committee and a member of our audit committee.

Hyman is the founder and chief

executive officer of Charles D.

Hyman & Co., a private, registered investment management firm located in Ponte Vedra Beach, Florida.

Prior to forming Charles D.

Hyman served as a senior vice president

Johns Investment Management Company.

Hyman has served on the board of directors for several not-for-profit companies and currently serves on the board of

Patriot Transportation Holding, Inc.

Tune has served on our board of directors since March 2019 and is a member of our audit committee and our nominating committee.

Tune is a Partner of Brown Advisory, an investment management firm with offices in

North America, Europe, and Asia.

Prior to joining Brown Advisory, Mr.

Tune was a Managing Director at Brown Brothers Harriman (BBH) where for 14 years he served in a variety of client-facing and leadership roles in Charlotte and Chicago

including Chief Operating Officer and Chief Financial Officer for BBHs wealth management unit.

Prior to that, Mr.

Tune served as a Vice President and investment advisor with Stein Roe & Farnham in Chicago for 8 years.

Tune brings to the board of directors extensive investment management experience.

INFORMATION ABOUT EXECUTIVE OFFICER WHO IS NOT A DIRECTOR

The following is a brief biography of our executive officer, Shelby E.

Sherard, who is not a director of the Company.

Sherard has served as our chief financial officer and secretary since joining the Company on June 2, 2014 and chief compliance officer since August 11, 2014.

Sherard has more than 25 years of finance

experience most recently as a financial officer at Prologis, Inc., a leading owner, operator and developer of industrial real estate, first serving as Chief Financial Officer, Americas, and then overseeing the U.S.

tax department.

Previously, she

served as the Finance Director for Chicago Union Station Development Company, LLC, a real estate development company.

From 2005 through 2006, Ms.

Sherard served as Executive Vice President and Chief Financial Officer of Grubb & Ellis

Company, a publicly-traded real estate services company.

From 2002 through 2005, Ms.

Sherard was the Chief Financial Officer and Senior Vice President of SiteStuff, Inc., a procurement solutions provider for the commercial real estate industry.

Sherard is a CPA and earned a bachelors degree from Northwestern University, a master of business administration from the University of Pennsylvanias Wharton School and a masters degree in tax from the University of

CORPORATE GOVERNANCE

Meetings of the Board Committees

board of directors has established the audit committee and nominating and corporate governance committee (nominating committee).

The Company does not have a separate compensation committee because its executive officers do not receive

any direct compensation from the Company;

however, the audit committee has been charged with carrying out the duties that would typically be addressed by a compensation committee.

During 2020, the board of directors held ten meetings, the audit

committee held nine meetings and the nominating committee held two meetings.

The Company encourages, but does not require, the directors to attend the Companys annual meeting of its stockholders.

During 2020, all of our current directors

attended 100% of the aggregate number of meetings of the board of directors and of the respective committees on which they served.

All of our directors attended the 2020 annual meeting.

Board Leadership Structure

directors monitors and performs an oversight role with respect to the business and affairs of the Company.

Among other things, the board of directors approves the appointment of our investment advisor, administrator and officers, reviews and

monitors the services and activities performed by our investment advisor, administrator and officers, approves annually the renewal of any investment advisory agreement with our investment advisor and approves the engagement, and reviews the

performance of, the Companys independent registered public accounting firm.

Under the bylaws, the board of directors may designate

a chairman to preside over the meetings of the board of directors and meetings of the stockholders and to perform such other duties as may be assigned to him by the board of directors.

The Company does not have a fixed policy as to whether the

chairman of the board of directors should be an independent director and believes that its flexibility to select its chairman and reorganize its leadership structure from time to time is in the best interests of the Company and its stockholders.

Presently, Mr.

Ross serves as the chairman of the board of directors.

Ross is an interested director because he is the

Chief Executive Officer of the Company, serves on our investment advisors investment committee and is a manager of our investment advisor.

The Company believes that Mr.

Rosss history with the Company, familiarity with the Fidus

investment platform and extensive experience in the management of private equity and debt investments qualifies him to serve as chairman of the board of directors.

Moreover, our board of directors believes that it is in the best interests of our

stockholders for Mr.

Ross to lead our board of directors because of his broad experience with the day-to-day management and operation of other investment funds and

his significant background in the financial services industry, as described above.

Our board of directors does not have a lead

independent director.

We are aware of the potential conflicts that may arise when a non-independent director is Chairman of the board of directors, but believe these potential conflicts are offset by our

strong corporate governance practices.

Our corporate governance practices include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of an audit and

compensation committee and a nominating committee, each of which is comprised solely of independent directors, and the appointment of a Chief Compliance Officer, with whom the independent directors meet without the presence of interested directors

and other members of management, for administering our compliance policies and procedures.

Additionally, Mr.

Anstiss, an independent director and the chairman of the audit committee, acts as a liaison between the independent directors and

management between meetings of our board of directors and presides over regular executive sessions of the board of directors.

Our board of directors believes that its leadership structure is appropriate in light of the Companys characteristics

and circumstances because the structure allocates areas of responsibility among the individual directors and the committees in a manner that encourages effective oversight.

Specifically, the board of directors believes that the relationship of

Ross and Lauer with our Adviser provides an effective bridge between the board of directors and management, and encourages an open dialogue between management and our board of directors, ensuring that these groups act with a common purpose.

The members of our board of directors also believe that its small size creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between both the members of management and our investment

advisor and our board of directors.

Board Role in Risk Oversight

The board of directors performs its risk oversight function primarily through (a) its two standing committees, which report to the entire

board of directors and are comprised solely of independent directors and (b) monitoring by the Companys Chief Compliance Officer in accordance with its compliance policies and procedures.

As described below in more detail under Audit and Compensation Committee and Nominating and Corporate Governance

Committee, the audit committee and the nominating committee assist the board of directors in fulfilling its risk oversight responsibilities.

The audit committees risk oversight responsibilities include overseeing the Companys

accounting and financial reporting processes, the Companys systems of internal controls regarding finance and accounting and audits of the Companys financial statements and discussing with management the Companys major financial

risk exposures and the steps management has taken to monitor and control such exposures, including the Companys risk assessment and risk management policies.

The nominating committees risk oversight responsibilities include selecting,

researching and nominating directors for election by the Companys stockholders, developing and recommending to the board of directors a set of corporate governance principles and overseeing the evaluation of the board of directors and its

Both the audit committee and the nominating committee consist solely of independent directors.

The board of directors is

assisted in its risk oversight responsibilities by the Chief Compliance Officer.

The Companys Chief Compliance Officer prepares a written report annually discussing the adequacy and effectiveness of the compliance policies and procedures of

the Company and certain of its service providers.

The Chief Compliance Officers report, which is reviewed by the board of directors, addresses at a minimum (a) the operation of the compliance policies and procedures of the Company and

certain of its service providers since the last report;

(b) any material changes to such policies and procedures since the last report;

Compliance Officers annual review;

and (d) any compliance matter that has occurred since the date of the last report about which the board of directors would reasonably need to know to oversee the Companys compliance activities and

In addition, the Chief Compliance Officer meets separately in executive session with the independent directors periodically, but in no event less than once each year.

The Company believes that the board of directors role in risk oversight is effective and appropriate given the extensive regulation to

which it is already subject as a BDC.

Specifically, as a BDC, the Company must comply with certain regulatory requirements that control the levels of risk in its business and operations.

For example, the Companys ability to incur indebtedness

is limited such that its asset coverage must equal at least 150% immediately after each time it incurs indebtedness and the Company generally has to invest at least 70% of its total assets in qualifying assets as described in section 55

of the 1940 Act.

In addition, the Company has elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended.

As a RIC, the Company must, among other things, meet certain income

source and asset diversification requirements.

The Company believes that the board of directors existing role in risk oversight is

However, the Company reexamines the manner in which the board of directors administers its oversight function on an ongoing basis to ensure that it continues to meet the Companys needs.

Audit and Compensation Committee

members of the audit committee are Messrs.

Anstiss, Hyman and Tune, each of whom is not an interested person and is otherwise independent for purposes of the 1940 Act and Nasdaqs corporate governance regulations.

Since September 2011,

Anstiss has served as chairman of the audit committee.

Our board of directors has adopted a charter for the audit committee, which is available on our website at http://investor.fdus.com/governance.cfm .

The audit committee is responsible for approving our independent accountants and recommending them to the board of directors (including a

majority of the independent directors) for approval and submission to the board of directors for ratification, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our

accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls.

The audit committee is also responsible for aiding the board of directors in determining the fair value of debt and equity securities that are

not publicly traded or for which current market values are not readily available.

The audit committee also currently receives input from independent valuation firms that have been engaged at the direction of the board of directors to value certain

portfolio investments.

In addition, the audit committee is responsible for discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk

management policies.

The board of directors has determined that Mr.

Anstiss is an audit committee

financial expert within the meaning of the rules of the SEC.

Anstiss acquired his financial expertise from his education and experience as a public accountant, his experience actively supervising financial officers of public companies

and in his supervisory role at a public accounting firm and from his experience overseeing and assessing the performance of public accountants with respect to the preparation, auditing and evaluation of financial statements.

consented to be named as an audit committee financial expert.

Because the audit committee is charged with approving our related-party

transactions, the board of directors has determined not to create a separate compensation committee and instead has charged the audit committee with overseeing amounts payable to our advisor pursuant to the Advisory Agreement and the Administration

Agreement, and making a recommendation to the board of directors with respect to the Board of Directors approval (including the approval of a majority of the directors who are not interested persons of the Company within the

meaning of Section 2(a)(19) of the 1940 Act, as amended) of the renewal of the Advisory Agreement and the Administration Agreement.

The board of directors has determined not to create a separate compensation committee charter and instead has included applicable compensation

charter provisions in the charter of the audit committee, which is available on our website at http://investor.fdus.com/governance.cfm .

The audit committee charter sets forth the responsibilities of a compensation committee,

including overseeing the Companys compensation policies, evaluating executive officer performance and reviewing and approving the compensation, if any, by the Company of its executive officers.

In reviewing and approving the compensation, if any, by the Company for each of the Companys executive officers, the audit committee

will, among other things, consider corporate goals and objectives relevant to executive officer compensation, evaluate each executive officers performance in light of such goals and objectives, and set each executive officers

compensation based on such evaluation and such other factors as the audit committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

Notwithstanding the foregoing, currently none of

the Companys executive officers are directly compensated by the Company.

However, the Company reimburses its administrator for the allocable portion of overhead and other expenses incurred by the administrator in performing its obligations

under an administration agreement, including an allocable share of the compensation of certain of the Companys executive officers with finance and compliance responsibilities.

Nominating Committee

The members of the

nominating committee are Messrs.

Anstiss, Hyman and Tune, each of whom is not an interested person and is otherwise independent for purposes of the 1940 Act and Nasdaqs corporate governance regulations.

Hyman currently serves as

chairman of the nominating committee.

The board of directors has adopted a charter for the nominating committee, which is available on the Companys website at http://investor.fdus.com/governance.cfm .

The nominating committee is responsible for selecting, researching and nominating directors for election by the Companys stockholders,

selecting nominees to fill vacancies on the board of directors or a committee of the board of directors, developing and recommending to the board of directors a set of corporate governance principles and overseeing the evaluation of the board of

directors and its committees.

The nominating committee identifies potential nominees based on suggestions from members of the nominating

committee, other members of the board of directors, other executive officers and by other means, and evaluates such persons as a committee.

The nominating committee will also consider nominees to the board of directors recommended by a stockholder,

if such stockholder complies with the advance notice provisions of our bylaws.

From time to time, the board of directors may determine that it requires a director with a particular expertise or qualification and will actively recruit such a

In considering which persons to nominate as directors for election by stockholders, the board of directors and its nominating

committee consider the experience, qualifications, attributes and skills of candidates, in light of the Companys then existing business and structure.

Additionally, the committee generally will hire an outside firm to perform a background

check on potential nominees.

On an annual basis, the nominating committee evaluates the qualifications and diversity of the board of directors who are available for reelection in light of the characteristics of independence, age, skills, experience,

availability of service to the Company and tenure of its members, and the board of directors anticipated needs.

The nominating committee has adopted a policy that it will seek to enhance the perspectives and experiences of the members of the

board of directors through diversity in gender, ethnic background, geographic origin and professional experience.

The nominating committee recommends to the board of directors for its approval the slate of directors to be nominated for election at

the annual meeting of the Companys stockholders.

The board of directors and its nominating committee periodically review board composition and the policies with respect thereto and as part of this review, the nominating committee evaluates the

effectiveness of its policies, including the provisions with respect to diversity.

In considering possible candidates for nomination as a

director, the nominating committee takes into account, in addition to such other factors as it deems relevant, the desirability of selecting directors who:

have strength of character;

have mature judgment;

have industry knowledge or experience;

have an ability to work collegially with the other members of the board of directors.

The nominating committee also considers all applicable legal and regulatory requirements that govern the composition of the board of

All nominees properly submitted to the Company (or which the nominating committee otherwise elects to consider) will be

evaluated and considered by the members of the nominating committee using the same criteria as nominees identified by the nominating committee itself.

Communications Between Stockholders and the Board of Directors

Stockholders with questions about Fidus Investment Corporation are encouraged to contact Shelby E.

Sherard at Fidus Investment Corporation,

1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201.

In addition, if stockholders feel their questions have not been addressed, they may communicate with our board of directors by sending their communications to:

Fidus Investment

Corporation, board of directors, c/o Edward H.

Ross at the address listed above.

In addition, stockholders may communicate with the board of directors by clicking Contact the Board on the Investor Relations section of our website at the

following URL:

http://investor.fdus.com/contactBoard.com .

Communications are distributed to the board of directors as appropriate, depending on the facts and circumstances outlined in the communication.

In that regard, the board of

directors has requested that certain items that are unrelated to the duties and responsibilities of the board of directors should be excluded, such as:

product complaints, product inquiries, new product suggestions, resumes and other forms of job

inquiries, surveys and business solicitations or advertisements.

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be

available to any non-management director upon request.

Executive Sessions and Communication with the Board of

The independent directors serving on our board of directors intend to meet in executive sessions at the conclusion of each

regularly scheduled meeting of the board of directors, and additionally as needed, without the presence of any directors or other persons who are part of the Companys management.

These executive sessions of our board of directors will be

presided over by Mr.

Anstiss or one of the other independent directors serving on the board of directors selected on an ad-hoc basis.

Code of Business Conduct and Corporate Governance Guidelines

The Company has adopted a code of ethics (which we call our Code of Business Conduct) which all officers, directors and employees

of the Company and its investment advisor are expected to observe.

The Company intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct on the Companys website.

The Company also has adopted

corporate governance guidelines (which we call our Corporate Governance Guidelines) which apply to our board of directors.

The Companys Code of Business Conduct and Corporate Governance Guidelines can be accessed via the

Companys website at http://investor.fdus.com/governance.cfm .

We will also provide any person, without charge, upon request, a copy of our Code of Business Conduct or Corporate Governance Guidelines.

To receive a copy of either or

both documents, please provide a written request to:

Fidus Investment Corporation, Attn:

Sherard, Chief Compliance Officer, 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201.

Executive Compensation.

The information required by Item 11 is hereby incorporated by reference from our

definitive Proxy Statement relating to our 2020 Annual Meeting of Stockholders, to be filed with the U.S.

Securities and Exchange Commission within 120 days following the end of our fiscal year.

COMPENSATION DISCUSSION AND ANALYSIS

Our executive officers do not receive any direct compensation from us.

We do not currently have any employees and currently do not expect to

have any employees.

Services necessary for our business are provided by individuals who are employees or other affiliates of our investment advisor, pursuant to the terms of our Investment Advisory Agreement and our administration agreement.

our executive officers is an employee or other affiliate of our investment advisor.

Our day-to-day investment operations are managed by our investment advisor.

the services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by our investment advisor.

In addition, we reimburse our investment advisor, as administrator, for its

allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including its allocable portion of the cost related to certain of our officers and their respective staffs, and for certain expenses under

the administration agreement.

Under the Investment Advisory Agreement, our investment advisor earned and was paid

approximately $21.5 million in fees for the year ended December 31, 2020, consisting of a base management fee of $12.9 million and an income incentive fee of $8.6 million.

For the year ended December 31, 2020, we accrued,

but did not receive, $1.7 million of capital gains incentive fees reversed in accordance with generally accepted accounting principles.

During 2020, our investment advisor incurred approximately $1.7 million of allocable expenses that are

payable by the Company under the administration agreement.

2020 DIRECTOR COMPENSATION TABLE

The following table shows information regarding the compensation received by the Companys directors, none of whom is an employee of the

Company, for the fiscal year ended December 31, 2020.

Fees Earned or Paid in

Independent Directors

Interested Directors

For a discussion of the independent directors compensation, see below.

The independent directors receive an annual fee of $60,000.

They receive $5,000 plus reimbursement of reasonable and authorized business

expenses incurred in connection with attending each regularly scheduled board of directors meeting which consists of quarterly meetings and a meeting held in conjunction with the annual shareholders meeting.

In addition, the chairperson of the audit

committee receives an additional annual fee of $10,000 and the chairperson of the nominating committee receives an additional annual fee of $5,000 for his or her additional services in these capacities.

They also receive $2,500 per each additional

audit committee meeting to review quarterly investment valuations.

No compensation is paid by the Company to interested directors.

information has been provided with respect to executive officers of the Company who are not directors since its executive officers do not receive any direct compensation from the Company.

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

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual

Meeting of Stockholders, to be filed with the U.S.

Securities and Exchange Commission within 120 days following the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13

is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of Stockholders, to be filed with the U.S.

Securities and Exchange Commission within 120 days following the end of our fiscal year.

The following table sets forth information with respect to the beneficial ownership of our common stock as of February 23, 2021 by each of

our executive officers and independent directors and all of our directors and executive officers as a group.

As of February 23, 2021, we are not aware of any five percent beneficial owners of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the

There is no common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of February 23, 2021.

Percentage of beneficial ownership is based on 24,437,400 shares of common stock outstanding

as of February 23, 2021.

Unless otherwise stated, the business address of each person below is 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201.

Except as otherwise described in the notes below, the following beneficial owners have

sole voting power and sole investment power with respect to all shares of common stock set forth opposite their respective names.

Name and Address

Dollar Range of Equity

Securities Beneficially

Interested Directors:

Over $100,000

Independent Directors:

Over $100,000

$50,001-$100,000

Executive Officers Who Are Not

Over $100,000

All Directors and Executive Officers as a Group

Over $100,000

Represents less than 1.0%.

Beneficial ownership has been determined in accordance with Rule 13d-3

of the Exchange Act.

Beneficial ownership has been determined in accordance with Rule

16a-1(a)(2) of the Exchange Act.

The dollar range of equity securities beneficially owned by our directors is based on a stock price of $14.40

per share as of February 23, 2021.

Each of our advisors investment committee members has ownership and

financial interests in, and may receive compensation and/or profit distributions from, our investment advisor.

Each of the members of the investment committee will receive compensation and/or profit distributions from our investment advisor.

the members of the investment committee receives any direct compensation from us.

The following table shows the dollar range of our common stock beneficially owned by each member of our investment advisors investment committees as of

February 23, 2021:

Member of our Investment Advisors Investment

Dollar Range of Equity Securities in

Fidus Investment Corporation (1)

Over $1,000,000

500,001 - $1,000,000

100,001 - $500,000

50,001 - $100,000

Dollar ranges are as follows:

None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001 - $500,000,

$500,001 - $1,000,000, or Over $1,000,000

Certain Relationships and Related Transactions,

and Director Independence.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions Policy and Procedure

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain related persons

of the Company.

The Company has a written Code of Business Conduct that generally prohibits any officer, director and employee of the Company and employees of its investment advisor from engaging in any transaction where there is a conflict between

such individuals personal interest and the interests of the Company.

Certain actions or relationships that might give rise to a conflict of interest are reviewed and approved by the board of directors.

Waivers to the Code of Business Conduct

for directors and executive officers can be obtained from the board of directors under certain circumstances and will be publicly disclosed as required by applicable law and regulations.

In addition, the audit committee reviews and preapproves all

related-party transactions (as defined in Item 404 of Regulation S-K).

Moreover, our investment

advisor has enacted a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act and the allocation of investment opportunities.

The 1940 Act generally prohibits us

from making certain negotiated co-investments with affiliates unless we first obtain an order from the SEC permitting us to do so.

Where co-investments can be made, or

where an investment opportunity becomes available to one investment vehicle managed by our investment advisor, then an equitable allocation must be made with respect to the investment.

The Company has obtained exemptive relief allowing us to engage in certain transactions with

our affiliates that would otherwise be prohibited by the 1940 Act, as applicable to BDCs.

The relief permits the Company and a wholly-owned subsidiary that is licensed by the U.S.

Small Business Administration (the SBA) as a small

business investment company (an SBIC) to operate effectively as one company, specifically allowing them to:

(1) engage in certain transactions with each other;

(2) invest in securities in which the other is or proposes to be an

(3) file consolidated reports with the Commission;

and (4) be subject to modified consolidated asset coverage requirements for senior securities issued by a BDC and its SBIC subsidiary.

Our second and third wholly-owned SBIC

subsidiaries have not elected to be treated as a BDC and is not party to this exemptive relief.

The fourth exemption described above allows us to exclude any indebtedness guaranteed by the SBA and issued by Fund I from the 150.0% asset coverage

requirements applicable to us.

Effective June 30, 2014, any SBA debentures issued by our second and third wholly-owned SBIC subsidiaries are not considered senior securities for purposes of the 150.0% asset coverage requirements.

If we invest alongside other accounts managed by our investment advisor, our investment advisor will seek to ensure the equitable allocation

of investment opportunities between us and the other relevant accounts.

If we invest alongside such other accounts as permitted by the 1940 Act and related rules, such investments will be made consistent with our investment advisors allocation

Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class and from time to time, will be offered to us and similar eligible accounts, as periodically determined by our investment advisor and

approved by our board of directors, including our Independent Directors.

The allocation policy provides that allocations among us and other accounts will generally be made pro rata based on each accounts capital available for investment, as

determined, in our case, by our board of directors, including our Independent Directors.

It is our policy to make our determinations as to the amount of capital available for investment based on such factors as the amount of cash on hand, existing

commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors, or imposed by applicable laws, rules, regulations or

interpretations.

We expect that these determinations will be made similarly for other accounts.

On January 4, 2017, the SEC granted us relief sought in an exemptive application that expands our ability to

co-invest in portfolio companies with certain of our affiliates managed by our investment advisor in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well

as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the Order).

Pursuant to the Order, we are permitted to co-invest with our affiliates if a

required majority (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that

(1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned, and (2) the

transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

We intend to co-invest, subject to the conditions included in the Order.

In situations where co-investment with other entities managed by our investment advisor is not

permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, our investment advisor will need to decide whether we or such other entity or entities will proceed with the investment.

investment advisor will make these determinations based on our allocation policy that generally requires that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time, including, for example, through

random or rotational methods.

In addition, certain members of our investment advisor and its investment committees are also members of

Fidus Partners, LLC (Partners), an investment banking firm.

Partners may in the future serve as an advisor to our portfolio companies and we may invest in companies that Partners is advising.

Partners may receive fees in connection with

these advisory services, subject to regulatory restrictions imposed by the 1940 Act.

In May 2015, our investment advisor entered into a

combination with Partners (the Combination), by which members of Fidus Investment Advisors LLC and Partners contributed all of their respective membership interest in Fidus Investment Advisors LLC and Partners to a newly formed limited

liability company, Fidus Group Holdings, LLC (Holdings).

As a result, our investment adviser is a wholly-owned subsidiary of Holdings, which is a limited liability company organized under the laws of Delaware.

Certain Transactions With or Involving Related Persons

Investment Advisory Agreement

Under the Investment Advisory Agreement with our investment advisor, we pay our investment advisor a management fee and incentive fee that

consists of an income incentive fee and a capital gains incentive fee.

The incentive fee is computed and paid on income that we may not have yet received in cash.

This fee structure may create an incentive for our investment advisor to invest in

certain types of securities that may have a high degree of risk.

Additionally, we rely on investment professionals from our investment advisor to assist our board of directors with the valuation of our portfolio investments.

Our investment

advisors management fee and incentive fee are based on the value of our investments and there may be a conflict of interest when personnel of our investment advisor are involved in the valuation process for our portfolio investments.

management fee under the Investment Advisory Agreement for the year ended December 31, 2020 totaled $12.9 million.

The income incentive fee expense for the year ended December 31, 2020 totaled $8.6 million.

For the year ended

December 31, 2020, we accrued, but did not receive, $1.7 million of capital gains incentive fees reversed in accordance with generally accepted accounting principles.

Ross is the chairman of the board of directors of the Company and Fund I and the

chairman of our investment advisors investment committees.

Moreover, Mr.

Ross is the Chief Executive Officer of our investment advisor.

The board of managers of our investment advisor, the manager of Fidus Investment GP, LLC, the

general partner of the Funds, currently controls the Funds.

The following people are members of the board of managers of our investment advisor:

Ross, Lauer, J.

Ross, John H.

Grigg and Andrew W.

Officers and members of the board of

managers of our investment advisor receive a benefit from the fees paid to our investment advisor pursuant to the Investment Advisory Agreement.

Our board of directors, which consists of a majority of

non-interested directors, has approved the Investment Advisory Agreement, including the fees paid pursuant to such agreement.

Administration Agreement

to the administration agreement, our investment advisor furnishes us with office facilities and equipment and clerical, bookkeeping and record keeping services at such facilities.

Under the administration agreement, our investment advisor performs,

or oversees the performance of, our required administrative services, which include being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.

our investment advisor assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our

expenses and the performance of administrative and professional services rendered to us by others.

Under the administration agreement, our investment advisor also provides managerial assistance on our behalf to those portfolio companies that have

accepted our offer to provide such assistance.

Payments under the administration agreement are equal to an amount based upon our allocable portion of our investment advisors overhead in performing its obligations under the administration

agreement, including rent and our allocable portion of the cost related to certain of our officers, including our Chief Financial Officer and Chief Compliance Officer and their respective staffs.

Under the administration agreement, administrative

expenses for services provided for the year ended December 31, 2020 totaled $1.7 million.

Director Independence

The board of directors has a majority of directors who are independent under the listing standards of the Nasdaq Global Select Market, or

The Nasdaq Marketplace Rules provide that a director of a BDC shall be considered to be independent if he or she is not an interested person of the Company, as defined in Section 2(a)(19) of the 1940 Act.

Section 2(a)(19) of the 1940 Act defines an interested person to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

The board of directors has determined that the following directors are independent:

Anstiss, Hyman and Tune.

Ross and Lauer

are interested persons due to their positions with the Company and/or our investment advisor, as discussed in their respective biographies.

Based upon information requested and received from each director concerning their respective

background, employment and affiliations, the board of directors has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his capacity as a member of the

board of directors or any committee thereof.

Principal Accountant Fees and Services.

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual

Meeting of Stockholders, to be filed with the U.S.

Securities and Exchange Commission within 120 days following the end of our fiscal year.

The audit committee of the board of directors has selected RSM US LLP as our independent registered public accounting firm for the fiscal year

ending December 31, 2021.

RSM US LLP also will serve as the independent registered public accounting firm for all of our wholly-owned subsidiaries.

RSM US LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or

indirect, in us or our wholly-owned subsidiaries.

It is expected that a representative of RSM US LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer

appropriate questions.

Independent Registered Public Accounting Firms Fees

We have paid or expect to pay the following fees to RSM US LLP for work performed in 2020 and 2019 or attributable to the audit of our 2020 and

2019 financial statements:

Fiscal Year Ended

December 31, 2020 (1)

December 31, 2019

Audit Related Fees

All Other Fees

Includes estimated billings for fiscal year 2020.

Includes fees of $69,641 related to our offerings of notes under our universal shelf registration statement on

Includes fees of $107,600 related to our public offerings of notes under our universal shelf registration

statement on Form N-2.

Audit fees include fees for services

that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide.

In addition to fees for the audit of our annual financial

statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for comfort

letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.

Audit Related Fees.

related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that are not required by statute or regulation.

Tax fees include corporate and subsidiary compliance and consulting.

All Other Fees.

Fees for other services would include fees for products and services other than the services reported above.

Pre-Approval Policies and Procedures

Our audit committee has established, and our board of directors has approved a pre-approval policy that

describes the permitted audit, audit-related, tax and other services to be provided by RSM US LLP, the Companys independent registered accounting firm.

The policy requires that the audit committee

pre-approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that the provision of such service does not

impair the firms independence.

The audit committee has pre-approved all services by RSM US LLP that were performed during the fiscal year ended December 31, 2020.

Any requests for audit, audit-related, tax and other services that have not received general

pre-approval must be submitted to the audit committee for specific pre-approval, irrespective of the amount.

Before the Company engages the independent registered public

accounting firm to render a service, the engagement must be either (i) specifically approved by the audit committee or (ii) entered into pursuant to the pre-approval policy.

Normally, pre-approval is provided at regularly scheduled meetings of the audit committee.

However, the audit committee may delegate pre-approval authority to one or more of its

The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting.

The audit committee does not delegate its

responsibilities to pre-approve services performed by the independent registered accounting firm to management.

Exhibits and Financial Statement Schedules.

12 unchanged sentences

Consolidated Schedules of Investments as of December 31, 2020 and

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statement s

(2) Financial Statement Schedules

27 unchanged sentences

2, 2018, between Fidus Investment Corporation and U.S.

Bank National Association, as trustee, including the form of global note attached thereto (Filed as Exhibit (d)(9) to Post-Effective Amendment No.

Bank National Association, as trustee (Filed as Exhibit (d)(9) to Post-Effective Amendment No.

4 to the Registrants Registration Statement on Form N-2 (File No.

4 unchanged sentences

8, 2019, between Fidus Investment Corporation and U.S.

Bank National Association, as trustee, including the form of global note attached thereto (Filed as Exhibit (d)(11) to the Registrants post-effective Amendment No.

Bank National Association, as trustee (Filed as Exhibit (d)(11) to the Registrants post-effective Amendment No.

1 to the Registration Statement on Form N-2 (File No.

8 unchanged sentences

Form of 5.375% Notes due 2024 (Incorporated by reference to Exhibit 4.8 hereto and Exhibit A therein).

Fourth Supplemental Indenture dated as of December

23, 2020 between Fidus Investment Corporation and U.S.

Bank National Association, as trustee (Filed as Exhibit 4.1 to the Registrants current report on Form 8-K filed with the U.S.

Securities and Exchange Commission

on December 23, 2020 and incorporated herein by reference).

Form of 4.75% Notes due 2026 (Incorporated by reference to Exhibit 4.10 hereto and Exhibit A therein).

Description of Securities.*

57 unchanged sentences

Securities and Exchange Commission on April 24, 2019 and incorporated herein by reference).

Amendment No.

1, dated June 26, 2020, to the Amended

& Restated Senior Secured Revolving Credit Agreement dated April

24, 2019, by and among the Company, as borrower, the subsidiary guarantors party thereto, ING Capital LLC, as administrative agent, and the lenders party thereto (Filed as Exhibit 10.1 to the Registrants current report on Form 8-K filed with the U.S.

Securities and Exchange Commission on June 29, 2020 and incorporated herein by reference).

Code of Business Conduct of the Registrant (Filed as Exhibit 14.1 to the Registrants Annual Report on Form 10-K

10 unchanged sentences

FIDUS INVESTMENT CORPORATION

Maryland Corporation

February 25, 2021

22 unchanged sentences

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