What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-02-28 · 216 added, 137 removed, 425 unchanged (45% of the section changed)

16 unchanged sentences

Other Information

Trading Plans

During the fiscal year ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f)

under the 1934 Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c)

under the 1934 Act or any “non-Rule

trading arrangement” as defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

12 unchanged sentences

Potter is not an “interested person” of the Company as defined in the 1940 Act.

Name, Address and Age (1)

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Name, Address and

Terms of Office

and Length of

Principal Occupation(s) During

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

1 unchanged sentence

Nominee for Director

During Past 5

During Past 5 Years

That Are Not Part of

the Fund Complex

Interested Director

4 unchanged sentences

Executive Officer of SLR Investment Corp.

and SCP Private Credit Income BDC LLC since June 2019, Co-Chief

Executive Officer of SLR HC BDC LLC since September 2020 and Co-Chief

Executive Officer of SLR Private Credit BDC II LLC since April 2022;

President of SLR Investment Corp.

since November 2007, President of SCP Private Credit Income BDC LLC since June 2018, President of SLR HC BDC LLC since September 2020 and President of SLR Private Credit BDC II LLC since April 2022;

and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022, and President of SLR Investment Corp.

since 2007, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and of SLR Private Credit BDC II LLC since 2022;

Sole Chief Executive Officer of SLR Investment Corp.

from November 2007 to June 2019 and sole Chief Executive Officer of SCP Private Credit Income BDC LLC from June 2018 to June 2019.

President of SLR Senior Investment Corp.

from December 2010 to April 2022, sole Chief Executive Officer of SLR Senior Investment Corp.

from December 2010 to June 2019 and Co-Chief

Executive Officer of SLR Senior Investment Corp.

from June 2019 to April 2022.

Gross also currently serves as a managing member of SLR Capital Partners, LLC.

Chairman of the Board of Directors of SCP Private Credit Income BDC LLC since May 2018, Chairman of the Board of Directors of SLR HC BDC LLC since September 2020 and Chairman of the Board of Directors of SLR Private Credit BDC II LLC since April 2022;

Previously served as the Chairman of the Board of Directors of SLR Senior Investment Corp.

from December 2010 to April 2022;

and Chairman of the Board of Directors of Global Ship Lease Inc.

(February 2007-June 2019), and of SCP Private Credit Income BDC LLC (June 2018- June 2019).

Previously, Co-Chief

Executive Officer and President of SLR Senior Investment Corp.

Chairman of the Board of Directors of Global Ship Lease Inc.

Previously Chairman of the Board of Directors of SLR Senior Investment Corp., where he served from 2010 to April 2022.

Gross’ intimate knowledge of the business and operations of SLR Capital Partners, extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to continue to serve as the Chairman of our board of directors.

Name, Address and Age (1)

Name, Address

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Terms of Office

and Length of

Principal Occupation(s) During

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

Held by Director or

Nominee for Director

During Past 5

Director During

Past 5 Years That

Are Not Part of the

Interested Director

1 unchanged sentence

Executive Officer, Chief Operating Officer and Director

Class II Director

Co-Chief Executive

Officer of SLR Investment Corp.

and of SCP Private Credit Income BDC LLC since June 2019, Co-Chief Executive

Officer of SLR HC BDC LLC since September 2020 and Co-Chief Executive

Officer of SLR Private Credit BDC II LLC since April 2022;

Class II Director since 2009;

Term expires 2026.

Executive Officer of SLR Investment Corp.

and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022;

Chief Operating Officer of SLR Investment Corp.

since December 2007, Chief Operating Officer of SCP Private Credit Income BDC LLC since June 2018, Chief Operating Officer of SLR HC BDC LLC since September 2020 and Chief Operating Officer of SLR Private Credit BDC II LLC since April 2022.

Chief Operating Officer of SLR Senior Investment Corp.

from December 2010 to April 2022 and Co-Chief

Executive Officer of SLR Senior Investment Corp.

from June 2019 to April 2022.

Spohler also currently serves as a managing member of SLR Capital Partners, LLC.

Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020 and director of SLR Private Credit BDC II LLC since April 2022.

Previously served as a director of SLR Senior Investment Corp.

December 2010 to April 2022.

since February 2007, of SCP Private Credit Income BDC LLC since June 2018, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022.

Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2010 to April 2022.

Spohler’s depth of experience in managerial positions in investment management, leveraged finance and financial services, as well as his intimate knowledge of the Company’s business and operations, gives the board of directors valuable industry-specific knowledge and experience on these and other matters.

Name, Address and Age (1)

Name, Address

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Terms of Office

and Length of

Principal Occupation(s) During

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

1 unchanged sentence

Nominee for Director

During Past 5

During Past 5 Years

That Are Not Part of the

Independent Director

2 unchanged sentences

Term expires 2026.

Co-founder and co-general

partner of Triatomic Capital G.P LLC since 2022.

Operating Partner of Deerfield Management, a healthcare investment firm, since 2022.

1 unchanged sentence

and Manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since 2004.

Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since 2022.

and Co-General

Partner of Triatomic Capital, a technology focused venture capital firm, since 2022.

Since 2011, Mr.

1 unchanged sentence

healthcare integrated delivery system in New York City.

Director of a number of private healthcare companies, and the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine.

Previously served as a director of SLR Senior Investment Corp.

from January 2011 to April 2022.

Director of a number of private healthcare companies and the Cardiovascular

Name, Address

Position(s) Held

Terms of Office

and Length of

Principal Occupation(s) During

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

Held by Director or

Nominee for Director

During Past 5 Years

That Are Not Part of the

Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine.

Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.

Hochberg’s varied experience in investing in medical technology companies provides the board of directors with particular knowledge of this field, and his role as chairman of other companies’ board of directors brings the perspective of a knowledgeable corporate leader.

Name, Address and Age (1)

Name, Address

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Terms of Office

and Length of

Principal Occupation(s)

During Past 5 Years

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

1 unchanged sentence

Nominee for Director

During Past 5

During Past 5 Years

That Are Not Part of

the Fund Complex

Independent Director

1 unchanged sentence

Term expires 2024.

President and Chief Investment Officer of Wildcat Capital Management, LLC, a registered investment adviser, since 2011;

and Senior Managing Director at Vida Ventures I and II, each a biotech venture fund, since 2017;

Managing Director of Soros Private Equity at Soros Fund Management LLC from December 2002 through July 2009.

Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since April 2022.

President and Chief Investment Officer of Wildcat Capital Management, LLC since 2011;

Senior Managing Director of Vida Ventures I and II, each a biotech venture fund, since 2017;

Managing Director of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009.

Director of Hilton Grand Vacations Inc.

since 2017, director of SuRo Capital Corp., a publicly-traded BDC, since 2011 (currently lead independent director), and director of several private companies.

Previously served as a director of SLR Senior Investment Corp.

from January 2011 to April 2022.

since 2017, of SuRo Capital Corp.

since 2011, and of several private companies.

Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.

Potter’s experience practicing as a corporate lawyer provides valuable insight to the board of directors on regulatory and risk management issues.

In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and experience to the board of directors.

Name, Address and Age (1)

Position(s) Held

Terms of Office and

Length of Time

Name, Address

Occupation(s) During

Portfolios in Fund

Complex Overseen

by Director(2)

Other Directorships

Held by Director or

Nominee for Director

During Past 5

Director During

Past 5 Years That

Are Not Part of the

Independent Director

2 unchanged sentences

Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager, since 2001.

Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since April 2022.

Previously served as a director of SLR Senior Investment Corp.

from January 2011 to April 2022.

Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.

Wachter’s extensive knowledge of private equity and investment banking provides the board of directors with the valuable insight of an experienced financial manager.

Name, Address

Occupation(s) During

Portfolios in Fund

Complex Overseen

Other Directorships

Held by Director or

Director During

Past 5 Years That

Are Not Part of the

Independent Director

Class I Director since 2023;

Term expires 2025.

and Managing Director of Genesis Capital Corporation, an investment banking firm, since 1994;

President and sole owner of Orbis Associates, Inc., a consulting firm providing consulting services to Genesis Capital Corporation on an exclusive basis, since 1994.

Director of Trinity Episcopal School from 2019 to 2022.

Roberts’ extensive knowledge of investment banking and asset-based financing provides the board of directors with the valuable insight of an experienced financial manager.

The business address of the director nominees and other directors is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.

All of the Company’s directors also serve as directors of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC, which are investment companies that have each elected to be regulated as a business development company (“BDC”) and for which SLR Capital Partners serves as investment adviser.

The Company is part of a “Fund Complex,” as that term is defined in Schedule 14A and Regulation 14A under the 1934 Act.

Gross, Spohler, Hochberg, Potter and Wachter each also have served as directors of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively, which are investment companies that have each elected to be regulated as a business development company (“BDC”) and are part of the Fund Complex.

Gross has served as Chairman of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively.

Potter also serves as a director of SuRo Capital Corp., which is a closed-end

4 unchanged sentences

Position(s) Held with

Portfolios in

Principal Occupation(s) During Past 5 Years

Chief Financial Officer, Treasurer and Secretary

Chief Financial Officer, Treasurer and Secretary of the Company since May 2012, chief financial officer, treasurer and secretary of SCP Private Credit Income BDC LLC since June 2018, chief financial officer, treasurer and secretary of SLR HC BDC LLC since September 2020 and chief financial officer, treasurer and secretary of SLR Private Credit BDC II LLC since April 2022.

Previously served as the chief financial officer, treasurer and secretary of SLR Senior Investment Corp.

from May 2012 to April 2022.

Peteka joined the Company from Apollo Investment Corporation, a publicly-traded BDC, where he served from 2004 to 2012 as the chief financial officer and treasurer.

Chief Financial Officer and Treasurer

Chief Financial Officer and Treasurer of the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since April 2023.

From December 2015 through March 2023, Mr.

Kajee served as a Managing Director at New Mountain Capital, L.L.C., which included serving as Chief Financial Officer and Treasurer of New Mountain Finance Corporation since 2015, of NMF SLF I, Inc.

since 2019, of New Mountain Guardian III BDC, L.L.C.

since 2019 and of New Mountain Guardian IV BDC, L.L.C.

Guy Talarico, 68

Chief Compliance Officer

Chief Compliance Officer and Secretary

Chief Compliance Officer of the Company since July 2008, chief compliance officer of SCP Private Credit Income BDC LLC since June 2018, chief compliance officer of SLR HC BDC LLC since September 2020, and chief compliance officer of SLR Private Credit BDC II LLC since April 2022.

Talarico serves as managing director of ACA Group, LLC (successor to Foreside Consulting Services LLC, and ultimate successor to Alaric Compliance Services, LLC, which he founded in December 2005).

Previously served as the chief compliance officer of SLR Senior Investment Corp.

from December 2010 to April 2022.

Talarico has served and continues to serve as chief compliance officer for other BDCs, funds, and/or investment advisers who are not affiliated with the SLR Capital Partners entities.

Secretary of the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since November 2023;

Talarico currently serves as General Counsel and Chief Compliance Officer for SLR Capital Partners, LLC since May 2023.

In addition, Mr.

Talarico previously served as the chief compliance officer of SLR Senior Investment Corp.

from December 2010 until April 2022.

Talarico previously served as managing director of ACA Group, LLC (successor to Foreside Consulting Services LLC, and ultimate successor to Alaric Compliance Services, LLC, which he founded in December 2005).

Talarico holds a B.S.

ChE from Lehigh University, an M.B.A.

from Fairleigh Dickinson University and a J.D.

from New York Law School.

The business address of the executive officers is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.

4 unchanged sentences

The Audit Committee’s responsibilities include selecting the independent registered public accounting firm for the Company, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of the Company’s financial statements, pre-approving

the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing the Company’s annual financial statements and periodic filings and receiving the

Company’s audit reports and financial statements.

The Audit Committee also establishes guidelines and makes recommendations to our board of directors regarding the valuation of our investments.

2 unchanged sentences

The Audit Committee is currently composed of Messrs.

Hochberg, Wachter and Potter, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Hochberg, Wachter and Potter and Ms.

Roberts, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Hochberg serves as Chairman of the Audit Committee.

6 unchanged sentences

Stockholders with questions about the Company are encouraged to contact the Company’s investor relations department.

However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s board of directors by sending their communications to SLR Investment Corp., c/o Richard L.

Peteka, Secretary, 500 Park Avenue, New York, New York 10022.

All stockholder communications received in this manner will be delivered to one or more members of the board of directors.

12 unchanged sentences

Executive Officer and President, and Mr.

Spohler, our Co-Chief

Executive Officer and Chief Operating Officer, through their ownership interest in SLR Capital Partners, our investment adviser, are entitled to a portion of any profits earned by SLR Capital Partners, which includes any fees payable by us to SLR Capital Partners under the terms of the Advisory Agreement, less expenses incurred by SLR Capital Partners in performing its services under the Advisory Agreement.

Gross and Spohler do not receive any additional compensation from SLR Capital Partners in connection with the management of our portfolio.

Richard Peteka, our Chief Financial Officer, Treasurer and Secretary and, through ACA Group, LLC, Guy Talarico, our Chief Compliance Officer, are paid by SLR Capital Management, our administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to the Company.

To the extent that SLR Capital Management outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to SLR Capital Management.

Chief Financial Officer and Treasurer, and Mr.

Talarico, our Chief Compliance Officer and Secretary, are paid by the Investment Adviser, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to the Company.

Compensation of Directors

10 unchanged sentences

No shares were issued to any of our independent directors in lieu of cash during 2023.

Roberts was appointed to the board of directors on August 28, 2023.

Our independent directors’ annual fee is $100,000.

9 unchanged sentences

The Compensation Committee is responsible for reviewing and recommending for approval to our board of directors the Advisory Agreement and the Administration Agreement.

In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation.

although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation.

Lastly, the Compensation Committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directors with matters related to compensation generally.

1 unchanged sentence

The members of the Compensation Committee are Messrs.

Hochberg, Wachter and Potter and Ms.

Potter serves as Chairman of the Compensation Committee.

4 unchanged sentences

Currently, none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on executive officer compensation for inclusion in our annual report on Form 10-K.

Clawback Policy

While the Company, as an externally-managed business development company under the 1940 Act, currently neither pays nor has any plans to pay or otherwise award incentive-based compensation to its executive officers, the Board adopted our Clawback Policy, effective November 6, 2023 (the “Clawback Policy”), in accordance with Rule 10D-1

of the 1934 Act and Nasdaq listing standards.

The Clawback Policy applies to current and former covered executive officers of the Company and is administered by the Compensation Committee.

In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S.

federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company’s policy to recover erroneously awarded incentive-based compensation, if any, received by its executive officers.

The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

During the fiscal year ended December 31, 2023 and continuing through the date of this Annual Report on Form 10-K,

we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation under the Clawback Policy nor was there an outstanding balance as of December 31, 2023 of erroneously awarded compensation to be recovered under the Clawback Policy from a prior restatement.

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

The following table sets forth, as of February 23, 2024, the beneficial ownership of each current director, the nominees for directors, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities.

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

Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.

30 unchanged sentences

Gross’ profit sharing plan (the “Profit Sharing Plan”).

Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan.

Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit

Sharing Plan.

Also includes 117,617 shares held by certain trusts for the benefit of family members for which Mr.

Gross serves as trustee (the “Family Trusts”).

The total includes 334,428 shares held by the GRAT.

Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts except to the extent of his pecuniary interest therein.

5 unchanged sentences

Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of February 24, 2023.

We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

The Company is part of a “Fund Complex,” as that term is defined in Schedule 14A and Regulation 14A under the 1934 Act.

For purposes of this Annual Report on Form 10-K,

the term Fund Complex includes the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC.

Name of Director

Company(1)(2)

Owned in the Fund

Complex(1)(2)(3)

Interested Directors

Over $ 100,000

Bruce Spohler

Over $ 100,000

Independent Directors

Steven Hochberg

$10,001- $50,000

Over $ 100,000

The dollar ranges are:

6 unchanged sentences

of the 1934 Act.

The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the total dollar range of equity securities in the Company beneficially owned by the directors, as no director has beneficial ownership of SCP Private Credit Income BDC LLC, SLR HC BDC LLC or SLR Private Credit BDC II LLC.

Certain Relationships and Related Transactions, and Director Independence

5 unchanged sentences

In addition, Mr.

Richard Peteka, our Chief Financial Officer, Treasurer and Secretary, serves as the Chief Financial Officer for SLR Capital Partners.

Kajee, our Chief Financial Officer and Treasurer, serves as the Chief Financial Officer for SLR Capital Partners, and Mr.

Talarico, our Chief Compliance Officer and Secretary serves as General Counsel and Chief Compliance Officer for SLR Capital Partners.

SLR Capital Partners and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours.

For example, SLR Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including non-traditional

asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC whose principal focus is to investment in first lien senior secured floating rate loans primarily to upper middle market leveraged companies with EBITDA between approximately $25 million and $250 million that have significant free cash flow and are in non-cyclical

asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and

indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC whose principal focus is to investment in first lien senior secured floating rate loans primarily to upper middle market leveraged companies with EBITDA between approximately $25 million and $250 million that have significant free cash flow and are in non-cyclical

industries in which the Investment Adviser has significant experience.

2 unchanged sentences

Executive Officer, Bruce Spohler, our Co-Chief

Executive Officer and Chief Operating Officer, and Richard L.

Peteka, our Chief Financial Officer, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC.

Executive Officer and Chief Operating Officer, Shiraz Y.

Kajee, our Chief Financial Officer, and Guy F.

Talarico, our Chief Compliance Officer and Secretary, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC.

SLR Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds.

11 unchanged sentences

transactions with certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with SLR Capital Partners and is registered as an investment adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions to the Exemptive Order.

believe that it will be advantageous for us to co-invest

We believe that it will be advantageous for us to co-invest

with funds managed by SLR Capital Partners where such investment is consistent with the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.

2 unchanged sentences

In addition, pursuant to the terms of the Administration Agreement, SLR Capital Management provides us with the office facilities and administrative services necessary to conduct our day-to-day

Board Consideration of the Investment Advisory and Management Agreement

Our board of directors determined at a meeting held on November 2, 2022 to approve the Advisory Agreement between the Company and SLR Capital Partners.

Board Consideration of the Advisory Agreement

Our board of directors determined at a meeting held on October 25, 2023 to approve the Advisory Agreement between the Company and SLR Capital Partners.

In reliance on certain exemptive relief provided by the SEC, the Board ratified the approval of the Investment Management Agreement at its next in-person

meeting held on November 6, 2023.

In its consideration of the approval of the Advisory Agreement, the board of directors focused on information it had received relating to, among other things:

the nature, extent and quality of advisory and other services provided by SLR Capital Partners, including information about the investment performance of the Company relative to its stated objectives and in comparison to the performance of the Company’s peer group and relevant market indices, and concluded that such advisory and other services are satisfactory and the Company’s investment performance is reasonable;

the experience and qualifications of the personnel providing such advisory and other services, including information about the backgrounds of the investment personnel, the allocation of responsibilities among such personnel and the process by which investment decisions are made, and concluded that the investment personnel of SLR Capital Partners have extensive experience and are well qualified to provide advisory and other services to the Company;

the current fee structure, the existence of any fee waivers, and the Company’s anticipated expense ratios in relation to those of other investment companies having comparable investment policies and limitations, and concluded that the current fee structure is reasonable;

the advisory fees charged by SLR Capital Partners to the Company, to SCP Private Credit Income BDC LLC, to SLR HC BDC LLC, to SLR Private Credit BDC II LLC and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar investment objectives, and concluded that the advisory fees charged by SLR Capital Partners to the Company are reasonable;

the direct and indirect costs, including for personnel and office facilities, that are incurred by SLR Capital Partners and its affiliates in performing services for the Company and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;

the nature, extent and quality of advisory services to be rendered, including information about the investment performance of the Company relative to its stated objectives and in comparison to the

performance of the Company’s peer group and relevant market indices, and concluded that such services are satisfactory and the Company’s investment performance is reasonable;

the experience and qualifications of the personnel of SLR Capital Partners providing such services, including information about the backgrounds of the investment personnel, the allocation of responsibilities among such personnel and the process by which investment decisions are made, and concluded that SLR Capital Partners’ personnel have extensive experience and are well qualified;

the fees charged by SLR Capital Partners to the Company, to SCP Private Credit Income BDC LLC, to SLR HC BDC LLC and to SLR Private Credit BDC II LLC, and comparative data regarding the advisory fees charged by other investment advisers to similar investment companies, and concluded that the fees to be charged by SLR Capital Partners to the Company are reasonable;

the direct and indirect costs, including for personnel and office facilities, that may be incurred by SLR Capital Partners and its affiliates in performing services for the Company and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;

possible economies of scale arising from the Company’s size and/or anticipated growth, and the extent to which such economies of scale are reflected in the advisory fees charged by SLR Capital Partners to the Company, and concluded that some economies of scale may be possible in the future;

11 unchanged sentences

In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market.

Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an “interested person” of such BDC, as defined in Section 2(a)(19) of the 1940 Act.

Rule 5605(a)(2)

provides that a director of a BDC shall be considered to be independent if he or she is not an “interested person” of such BDC, as defined in Section 2(a)(19) of the 1940 Act.

The board of directors has determined that each of the directors is independent and has no relationship with us, except as a director and stockholder, with the exception of Michael S.

21 unchanged sentences

The Audit Committee has established a pre-approval

policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm (“KPMG”).

policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting

firm (“KPMG”).

The policy requires that the Audit Committee pre-approve

54 unchanged sentences

Form of Contribution Agreement, dated as of August 26, 2011, by and between SUNS SPV LLC, as the contributee, and SLR Senior Investment Corp., as the contributor(4)

Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Tenth Amendment dated as of December 29, 2021), by and among SLR Senior Investment Corp., as the servicer and the transferor, SUNS SPV LLC, as the borrower, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian(16)

Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Eleventh Amendment dated as of August 29, 2023), by and among SUNS SPV LLC, as the borrower, SLR Investment Corp., as the servicer and the transferor, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian (21)

Letter Agreement, dated as of April 1, 2022, between SLR Investment Corp.

7 unchanged sentences

and Sunstone Senior Credit L.P.

Code of Ethics*

Code of Business Conduct(6)

Joint Code of Ethics and Insider Trading Policy(20)

Subsidiaries of SLR Investment Corp.*

Consent of Independent Registered Public Accounting Firm*

Consent of Independent Auditor*

Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

4 unchanged sentences

Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*

Clawback Policy*

Crystal Financial LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022*

5 unchanged sentences

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

2 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents*

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

6 unchanged sentences

filed on February 9, 2010.

Previously filed in connection with SLR Investment Corp.’s report on Form 8-K

filed on November 29, 2010.

Previously filed in connection with SLR Senior Investment Corp.’s report on Form 8-K

filed on August 31, 2011.

Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2

1 unchanged sentence

filed on November 16, 2012.

Previously filed in connection with SLR Investment Corp.’s report on Form 8-K

filed on November 29, 2010.

Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2

3 unchanged sentences

filed on February 25, 2014.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q

filed on August 6, 2018.

Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2

1 unchanged sentence

filed on November 22, 2017.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q

filed on August 6, 2018.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-K

filed on February 20, 2020.

Previously filed in connection with SLR Senior Investment Corp.’s report on Form 10-Q

filed on May 7, 2020.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-K

8 unchanged sentences

filed on January 12, 2022.

Previously filed in connection with SLR Senior Investment Corp.’s report on Form 8-K

filed on August 31, 2011.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q

filed on May 3, 2022.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-K

filed on April 1, 2022.

Previously filed in connection with SLR Senior Investment Corp.’s report on Form 10-Q

filed on May 7, 2020.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-K

filed on March 1, 2022.

Previously filed in connection with SLR Investment Corp.’s report on Form 8-K

filed on April 1, 2022.

Previously filed in connection with SLR Investment Corp.’s report on Form 8-K

filed on October 12, 2022.

Previously filed in connection with SLR Investment Corp.’s report on Form 10-K

filed on February 28, 2023.

Previously filed in connection with SLR Investment Corp.’s report on Form 8-K

filed on August 30, 2023.

Filed herewith.

8 unchanged sentences

SLR INVESTMENT CORP.

Co-Chief Executive

Officer, President, Chairman of the Board and Director

Executive Officer, President, Chairman of the Board and Director

February 27, 2024

Co-Chief Executive Officer, Chief

Operating Officer and

Operating Officer and Director

February 27, 2024

9 unchanged sentences

February 27, 2024

Chief Financial Officer (Principal Financial Officer) and Secretary

February 27, 2024

Chief Financial Officer (Principal Financial Officer)

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