false0001743415FY--12-31NY0Indicates an investment that is wholly or partially held by SCP Private Credit Income BDC LLC (the “Company”, “we”, “us” or “our”) through its wholly-owned financing subsidiary SCP Private Credit Income BDC SPV LLC (the “SPV”). Such investments are pledged as collateral under the SPV Facility (see Note 5 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company. Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR, SOFR or PRIME rate. These instruments are often subject to a LIBOR, SOFR or PRIME rate floor.Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (“1940 Act”). If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2022, on a fair value basis, non-qualifying assets in the portfolio represented 11.2% of the total assets of the Company.Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate, the Secured Overnight Financing Rate (“SOFR” or “S”) or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2022.Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2021.AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D. Commodities LLC, Dr. Leonard’s Healthcare Corp. and Amerimark Intermediate Holdings, LLC are each co-Borrowers.Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are often subject to a LIBOR or PRIME rate floor.Non-income producing security.BridgeBio Pharma, Inc. may elect to defer up to 3.00% of the coupon as PIK. Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (“1940 Act”). If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2021, on a fair value basis, non-qualifying assets in the portfolio represented 14.5% of the total assets of the Company.Vapotherm, Inc. may elect to defer up to 8.00% of the coupon as PIK. On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in the common stock of Senseonics Holdings, Inc. The common stock of Senseonics Holdings, Inc. is publicly traded, so this position is considered to be a Level 1 asset. Aggregate net unrealized depreciation for U.S. federal income tax purposes is $927; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $5,202 and $6,129, respectively, based on a tax cost of $533,822. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. All investments are Level 3 unless otherwise indicated.iCIMS, Inc. may elect to defer up to 3.875% of the coupon as PIK. Not annualized for periods less than one year.Calculated using the average units outstanding method. Weighted average units outstanding for the years ended December 31, 2022, December 31, 2021, December 31, 2020 and the period March 12, 2019 through December 31, 2019 were 18,174,203, 11,759,898, 8,695,917 and 3,243,482, respectively.Calculated as the change in NAV per unit during the period plus distributions declared per unit, divided by the beginning NAV per unit. Total return does not include a sales load.Commencement of operationsAggregate net unrealized depreciation for U.S. federal income tax purposes is $984; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $3,772 and $4,756, respectively, based on a tax cost of $440,870. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. 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Industry Health Care Equipment & Supplies Spread above Index L+765 Floor 1.66% Interest Rate 11.82% Acquisition Date 3/2/2020 Maturity Date 2/28/20252022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415ck0001743415:PinnacleTreatmentCentersIncMember2022-12-310001743415ck0001743415:PinnacleTreatmentCentersIncMember2023-12-310001743415ck0001743415:OutsetMedicalInc.Member2023-12-310001743415ck0001743415:NoAssuranceOfCashDistributionsMember2023-01-012023-12-310001743415SLR-AMI Topco Blocker, LLC2023-06-160001743415ck0001743415:SecondUnitholderPreferredReturnMember2023-01-012023-12-310001743415us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2022-12-310001743415ck0001743415:AdverseConsequencesOfDefaultMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Kid Distro Holdings, LLC (Distro Kid) Industry Software Spread above Index S+550 Floor 1.00% Interest Rate 11.00% Acquisition Date 9/24/2021 Maturity Date 10/1/20272023-12-310001743415ck0001743415:RisksRelatedToEconomicRecessionsMember2023-01-012023-12-310001743415ck0001743415:CompaniesFivePercentageToTwentyFivePercentageOwnedMember2023-12-310001743415ck0001743415:WorldInsuranceAssociatesLlcMember2023-12-310001743415ck0001743415:SubscriptionFacilityMemberck0001743415:EastWestBankMember2023-12-2200017434152023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% AmeriMark Intermediate Holdings, LLC Industry Internet & Catalog Retail Spread above Index L+800 Floor 1.00% Interest Rate 14.77% Acquisition Date 7/28/2021 Maturity Date 10/15/20262022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Higginbotham Insurance Agency, Inc. Industry Insurance Spread above Index L+525 Floor 0.75% Interest Rate 9.63% Acquisition Date 11/25/2020 Maturity Date 11/25/20262022-01-012022-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Fertility (ITC) Investment Holdco, LLC Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 11.97% Acquisition Date 1/4/2023 Maturity Date 1/3/20292023-12-310001743415Software2023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Spectrum Pharmaceuticals, Inc. Warrants Industry Biotechnology Acquisition Date 9/21/20222022-12-310001743415ck0001743415:RisksRelatingToBankLoansAndCorporateLoansMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% TAUC Management, LLC Industry Health Care Providers & Services Spread above Index L+525 Floor 1.00% Interest Rate 9.98% Acquisition Date 2/12/2021 Maturity Date 2/12/20272022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberus-gaap:MarketApproachValuationTechniqueMember2023-12-310001743415ck0001743415:FinancialServicesAndGovernmentInterventionMember2023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-01-012022-12-310001743415ck0001743415:ForwardsAndDerivativesTransactionsMember2023-01-012023-12-310001743415ck0001743415:AdvisorMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% CC SAG Holdings Corp. (Spectrum Automotve) Industry Diversified Consumer Services Spread above Index S+575 Floor 0.75% Interest Rate 11.22% Acquisition Date 6/29/2021 Maturity Date 6/29/20282023-01-012023-12-310001743415Common Equity/Equity InterestSenseonics Holdings, Inc Common Stock Industry Health Care Equipment & Supplies Acquisition Date 7/25/20192022-01-012022-12-310001743415ck0001743415:ArcutisBiotherapeuticsIncMember2022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% AMF Levered II, LLC Industry Diversified Financial Services Spread above Index S+705 Floor 1.00% Interest Rate 12.52% Acquisition Date 12/24/2021 Maturity Date 8/21/20282023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Nexus Intermediate III, LLC (Vortex) Industry Professional Services Spread above Index L+550 Floor 0.75% Interest Rate 10.22% Acquisition Date 12/13/2021 Maturity Date 12/6/20272022-12-3100017434152019-03-120001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Member2023-01-012023-12-310001743415ck0001743415:UncertaintyOfTheU.s.PoliticalClimateMember2023-01-012023-12-3100017434152019-12-310001743415ck0001743415:BasicFunIncMember2022-12-310001743415us-gaap:FairValueInputsLevel3Member2021-12-310001743415ck0001743415:InvestmentsInSmallerAndMiddleMarketCompaniesMember2023-01-012023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Meditrina, Inc. Warrants Industry Health Care Equipment & Supplies Acquisition Date 12/20/20222022-12-310001743415ck0001743415:ManagementRiskAndRelianceOnManagementMember2023-01-012023-12-310001743415ck0001743415:DistributionsInKindMember2023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMembersrt:MaximumMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMember2022-12-310001743415Oldco AI, LLC (f/k/a Amerimark) One2023-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% Centrexion Therapeutics, Inc. Warrants Industry Pharmaceuticals Acquisition Date 6/28/20192023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Orthopedic Care Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 10.91% Acquisition Date 8/17/2022 Maturity Date 5/16/20242022-01-012022-12-310001743415ck0001743415:ReportingCompanyFilingRequirementsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Transportation Insight, LLC Industry Road & Rail Spread above Index S+450 Floor 1.00% Interest Rate 9.98% Acquisition Date 10/27/2021 Maturity Date 12/18/20242023-01-012023-12-310001743415ck0001743415:AbilityToOriginateLoansOnAdvantageousTermsCompetitionAndSupplyMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Vessco Midco Holdings, LLC Industry Water Utilities Spread above Index S+450 Floor 1.00% Interest Rate 9.96% Acquisition Date 9/3/2021 Maturity Date 11/2/20262023-12-310001743415ck0001743415:SpectrumPharmaceuticalsInc.Member2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Kid Distro Holdings, LLC (Distro Kid) Industry Software Spread above Index L+575 Floor 1.00% Interest Rate 10.48% Acquisition Date 9/24/2021 Maturity Date 10/1/20272022-01-012022-12-310001743415Oldco AI, LLC (f/k/a Amerimark)2023-06-160001743415Bank Debt/Senior Secured Loans — 271.5% Plastics Management, LLC Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 9.89% Acquisition Date 8/26/2021 Maturity Date 8/18/20272022-12-310001743415ck0001743415:GeneralEconomicAndMarketRiskMember2023-01-012023-12-310001743415Internet & Catalog Retail2022-12-310001743415Capital Markets2022-12-310001743415Total Bank Debt/Senior Secured Loans2023-12-310001743415us-gaap:FairValueInputsLevel3Member2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Alimera Sciences, Inc. Industry Pharmaceuticals Spread above Index L+765 Floor 1.78% Interest Rate 11.82% Acquisition Date 12/31/2019 Maturity Date 7/1/20242022-12-310001743415ck0001743415:UnsecuredLoansOrDebtMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Neuronetics, Inc. Industry Health Care Equipment & Supplies Spread above Index L+765 Floor 1.66% Interest Rate 11.82% Acquisition Date 3/2/2020 Maturity Date 2/28/20252022-01-012022-12-310001743415us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% Centrexion Therapeutics, Inc. Warrants Industry Pharmaceuticals Acquisition Date 6/28/20192023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Spectrum Pharmaceuticals, Inc. Warrants Industry Biotechnology Acquisition Date 9/21/20222022-01-012022-12-310001743415srt:MinimumMemberus-gaap:InvestmentsMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Pinnacle Treatment Centers, Inc Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 11.95% Acquisition Date 1/22/2020 Maturity Date 1/2/20262023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Oral Surgery Partners Holdings, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 10.92% Acquisition Date 11/29/2022 Maturity Date 5/10/20242022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Peter C. Foy & Associates Insurance Services, LLC Industry Insurance Spread above Index S+600 Floor 0.75% Interest Rate 11.47% Acquisition Date 10/29/2021 Maturity Date 11/1/20282023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMemberus-gaap:MarketApproachValuationTechniqueMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Orthopedic Care Partners Management,LLC Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 12.11% Acquisition Date 8/17/2022 Maturity Date 5/16/20242023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% BridgeBio Pharma, Inc. Industry Biotechnology Interest Rate 9.00% Acquisition Date 11/17/2021 Maturity Date 11/17/20262022-01-012022-12-310001743415ck0001743415:RestrictedSecuritiesMember2023-01-012023-12-310001743415ck0001743415:CompaniesLessThanFivePercentageOwnedMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Vessco Midco Holdings, LLC Industry Water Utilities Spread above Index L+450 Floor 1.00% Interest Rate 7.87% Acquisition Date 9/3/2021 Maturity Date 11/2/20262022-12-310001743415ck0001743415:OrthopedicCarePartnersManagementLlcMember2022-12-3100017434152023-06-160001743415ck0001743415:MeditrinaInc.Member2023-12-310001743415us-gaap:FairValueInputsLevel3Member2022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Peter C. Foy & Associates Insurance Services, LLC Industry Insurance Spread above Index S+600 Floor 0.75% Interest Rate 11.47% Acquisition Date 10/29/2021 Maturity Date 11/1/20282023-01-012023-12-310001743415ck0001743415:SubscriptionFacilityMemberck0001743415:EastWestBankMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-12-222023-12-220001743415Bank Debt/Senior Secured Loans — 271.5% Arcutis Biotherapeutics, Inc. Industry Pharmaceuticals Spread above Index L+745 Floor 0.10% Interest Rate 11.62% Acquisition Date 12/22/2021 Maturity Date 1/1/20272022-01-012022-12-310001743415ck0001743415:IcimsIncMember2023-01-012023-12-310001743415ck0001743415:TransportationInsightLlcMember2023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Alimera Sciences, Inc Industry Pharmaceuticals Spread above Index S+515 Floor 4.60% Interest Rate 10.50% Acquisition Date 12/31/2019 Maturity Date 5/1/20282023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Outset Medical, Inc Industry Health Care Providers & Services Spread above Index S+515 Floor 2.27% Interest Rate 10.50% Acquisition Date 11/3/2022 Maturity Date 11/1/20272023-12-310001743415Water Utilities2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Human Interest Inc. Industry Internet Software & Services Spread above Index S+785 Floor 1.00% Interest Rate 11.97% Acquisition Date 6/30/2022 Maturity Date 7/1/20272022-12-310001743415ck0001743415:BridgebioPharmaIncMember2022-01-012022-12-310001743415ck0001743415:HumanInterestIncMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ultimate Baked Goods Midco LLC (Rise Baking) Industry Packaged Foods & Meats Spread above Index L+650 Floor 1.00% Interest Rate 10.88% Acquisition Date 8/12/2021 Maturity Date 8/13/20272022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% BayMark Health Services, Inc Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 10.61% Acquisition Date 6/29/2021 Maturity Date 6/11/20272023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Kid Distro Holdings, LLC (Distro Kid) Industry Software Spread above Index S+550 Floor 1.00% Interest Rate 11.00% Acquisition Date 9/24/2021 Maturity Date 10/1/20272023-01-012023-12-310001743415ck0001743415:AdvisorMemberck0001743415:AdministrationFeeMember2023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415ck0001743415:PeterCFoyandAssociatesInsuranceServicesLlcMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Vapotherm, Inc Industry Health Care Equipment & Supplies Spread above Index S+930 Floor 1.00% Interest Rate 14.75% Acquisition Date 2/18/2022 Maturity Date 2/1/20272023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Vapotherm, Inc. Industry Health Care Equipment & Supplies Spread above Index S+830 Floor 1.00% Interest Rate 12.58% Acquisition Date 2/18/2022 Maturity Date 2/1/20272022-01-012022-12-310001743415ck0001743415:KidDistroHoldingsLlcMember2022-12-310001743415ck0001743415:EnverusHoldingsIncMember2023-12-310001743415Leisure Equipment & Products2022-12-310001743415ck0001743415:RegulatoryRiskMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% BridgeBio Pharma, Inc Industry Biotechnology Interest Rate 9.00% Acquisition Date 11/17/2021 Maturity Date 11/17/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Outset Medical, Inc Industry Health Care Providers & Services Spread above Index S+515 Floor 2.27% Interest Rate 10.50% Acquisition Date 11/3/2022 Maturity Date 11/1/20272023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% High Street Buyer, Inc Industry Insurance Spread above Index S+575 Floor 0.75% Interest Rate 11.00% Acquisition Date 4/16/2021 Maturity Date 4/16/20282023-01-012023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Neuronetics, Inc Industry Health Care Equipment & Supplies Spread above Index S+565 Floor 3.95% Interest Rate 11.00% Acquisition Date 3/2/2020 Maturity Date 3/29/20282023-01-012023-12-310001743415ck0001743415:PrepaymentRisksMember2023-01-012023-12-310001743415ck0001743415:LackOfControlOverInvestmentsMember2023-01-012023-12-310001743415Trading Companies & Distributors2022-12-310001743415Health Care Equipment & Supplies2022-12-310001743415ck0001743415:RxsenseHoldingsLlcMember2022-12-310001743415ck0001743415:KaseyaIncMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Kaseya, Inc Industry Software Spread above Index S+600 Floor 0.75% Interest Rate 11.38% Acquisition Date 6/22/2022 Maturity Date 6/23/20292023-01-012023-12-310001743415ck0001743415:LitigationAndRelatedRisksAssociatedWithOriginationAndServicingMember2023-01-012023-12-310001743415ck0001743415:RegulatoryInvestigationsOrThirdpartyLitigationMember2023-01-012023-12-310001743415us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001743415:SpvFacilityMember2019-02-272019-02-270001743415Bank Debt/Senior Secured Loans — 151.5% Vapotherm, Inc Industry Health Care Equipment & Supplies Spread above Index S+930 Floor 1.00% Interest Rate 14.75% Acquisition Date 2/18/2022 Maturity Date 2/1/20272023-01-012023-12-310001743415ck0001743415:FoundationConsumerBrandsLlcMember2023-12-310001743415ck0001743415:CcSagHoldingsCorpMember2022-12-310001743415ck0001743415:HighStreetBuyerIncMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% GSM Acquisition Corp. Industry Leisure Equipment & Products Spread above Index S+500 Floor 1.00% Interest Rate 9.03% Acquisition Date 4/20/2021 Maturity Date 11/16/20262022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Tilley Distribution, Inc. Industry Trading Companies & Distributors Spread above Index S+550 Floor 1.00% Interest Rate 10.14% Acquisition Date 12/8/2021 Maturity Date 12/31/20262022-12-310001743415us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415us-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMember2021-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMembersrt:WeightedAverageMember2022-12-310001743415ck0001743415:CompaniesLessThanFivePercentageOwnedMember2023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Member2023-12-310001743415ck0001743415:RisksRelatedToChangesInRegulatoryPolicyMember2023-01-012023-12-310001743415ck0001743415:TilleyDistributionIncMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Spectrum Pharmaceuticals, Inc. Industry Biotechnology Spread above Index S+570 Floor 2.30% Interest Rate 9.88% Acquisition Date 9/21/2022 Maturity Date 9/1/20272022-01-012022-12-310001743415ck0001743415:RevolvingTermLoansMember2023-12-310001743415ck0001743415:DocumentationOfInternalControlsMember2023-01-012023-12-310001743415ck0001743415:AmerimarkInteractiveLlcMember2022-01-012022-12-310001743415ck0001743415:PlasticsManagementLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% All States Ag Parts, LLC Industry Trading Companies & Distributors Spread above Index S+575 Floor 1.00% Interest Rate 10.19% Acquisition Date 9/1/2021 Maturity Date 9/1/20262022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Tilley Distribution, Inc Industry Trading Companies & Distributors Spread above Index S+600 Floor 1.00% Interest Rate 11.50% Acquisition Date 12/8/2021 Maturity Date 13/31/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Outset Medical, Inc. Industry Health Care Equipment & Supplies Spread above Index S+515 Floor 2.75% Interest Rate 9.33% Acquisition Date 11/3/2022 Maturity Date 12/4/20242022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% All State Ag Parts, LLC Industry Trading Companies & Distributors Spread above Index S+600 Floor 1.00% Interest Rate 11.61% Acquisition Date 9/1/2021 Maturity Date 9/1/20262023-01-012023-12-310001743415ck0001743415:AllStatesAgPartsLlcMember2023-12-310001743415ck0001743415:RisksRelatedToDispositionOfInvestmentsMember2023-01-012023-12-310001743415IT Services2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Nexus Intermediate III, LLC (Vortex) Industry Professional Services Spread above Index S+550 Floor 0.75% Interest Rate 11.36% Acquisition Date 12/13/2021 Maturity Date 12/6/20272023-12-310001743415ck0001743415:DueDiligenceRiskMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% BayMark Health Services, Inc. Industry Health Care Providers & Services Spread above Index L+500 Floor 1.00% Interest Rate 9.73% Acquisition Date 6/29/2021 Maturity Date 6/11/20272022-01-012022-12-310001743415ck0001743415:ClimateChangeRisksMember2023-01-012023-12-310001743415ck0001743415:RxsenseHoldingsLlcMember2023-12-310001743415ck0001743415:OralSurgeryPartnersHoldingsLlcMember2023-12-310001743415ck0001743415:GeneralLeverageRisksMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Arcutis Biotherapeutics, Inc Industry Pharmaceuticals Spread above Index S+745 Floor 0.10% Interest Rate 12.90% Acquisition Date 12/22/2021 Maturity Date 1/1/20272023-01-012023-12-310001743415ck0001743415:RecourseToTheCompanysAssetsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Ultimate Baked Goods Midco LLC (Rise Baking) Industry Packaged Foods & Meats Spread above Index S+625 Floor 1.00% Interest Rate 11.71% Acquisition Date 8/12/2021 Maturity Date 8/13/20272023-12-310001743415ck0001743415:WarrantsAndRightsMember2023-01-012023-12-310001743415Wireless Telecommunication Services2022-12-310001743415Capital Markets2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Southern Orthodontic Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 11.86% Acquisition Date 6/3/2022 Maturity Date 1/27/20262023-12-310001743415ck0001743415:FirstUnitholderPreferredReturnMember2023-01-012023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Meditrina, Inc. Warrants Industry Health Care Equipment & Supplies Acquisition Date 12/20/20222022-01-012022-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Senseonics Holdings, Inc Common Stock Industry Health Care Equipment & Supplies Acquisition Date 7/25/20192023-12-310001743415ck0001743415:PortfolioTurnoverMember2023-01-012023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Centrexion Therapeutics, Inc. Warrants Industry Pharmaceuticals Acquisition Date 6/28/20192022-12-310001743415ck0001743415:PlasticsManagementLlcMember2022-12-310001743415ck0001743415:EnverusHoldingsIncMember2022-12-310001743415ck0001743415:ErieConstructionMidWestLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Vapotherm, Inc. Industry Health Care Equipment & Supplies Spread above Index S+830 Floor 1.00% Interest Rate 12.58% Acquisition Date 2/18/2022 Maturity Date 2/1/20272022-12-310001743415us-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMember2022-12-310001743415ck0001743415:NexusIntermediateIiiLlcVortexMember2022-12-310001743415ck0001743415:FinancialFraudMember2023-01-012023-12-310001743415ck0001743415:EquityrelatedSecuritiesMember2023-01-012023-12-310001743415ck0001743415:IvyFertilityServicesLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% High Street Buyer, Inc Industry Insurance Spread above Index S+575 Floor 0.75% Interest Rate 11.00% Acquisition Date 4/16/2021 Maturity Date 4/16/20282023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Pediatric Home Respiratory Services, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 10.67% Acquisition Date 8/19/2022 Maturity Date 12/4/20242022-12-310001743415Personal Products2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% iCIMS, Inc. Industry Software Spread above Index S+725 Floor 0.75% Interest Rate 11.52% Acquisition Date 8/18/2022 Maturity Date 8/18/20282022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Erie Construction Mid-west, LLC Industry Building Products Spread above Index S+475 Floor 1.00% Interest Rate 9.79% Acquisition Date 8/5/2021 Maturity Date 7/30/20272022-12-3100017434152020-01-012020-12-310001743415ck0001743415:PortfolioInvestmentRiskMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% iCIMS, Inc Industry Software Spread above Index S+725 Floor 0.75% Interest Rate 12.62% Acquisition Date 8/18/2022 Maturity Date 8/18/20282023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Ardelyx, Inc Industry Pharmaceuticals Spread above Index S+795 Floor 1.00% Interest Rate 13.32% Acquisition Date 2/23/2022 Maturity Date 3/1/20272023-01-012023-12-310001743415ck0001743415:HedgingTransactionsAndRelatedRisksMember2023-01-012023-12-310001743415ck0001743415:ModelRisksMember2023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberck0001743415:MeasurementInputComparableMultipleMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMemberck0001743415:MeasurementEbitdaMultipleMember2023-12-310001743415ck0001743415:NexusIntermediateIiiLlcVortexMember2023-12-310001743415ck0001743415:PreferredSecuritiesRiskMember2023-01-012023-12-310001743415ck0001743415:CompaniesFivePercentageToTwentyFivePercentageOwnedMember2021-01-012021-12-310001743415us-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% RQM+ Corp Industry Life Sciences Tools & Services Spread above Index S+575 Floor 1.00% Interest Rate 11.36% Acquisition Date 8/20/2021 Maturity Date 8/12/20262023-01-012023-12-310001743415ck0001743415:ValuationOfIlliquidAssetsMember2023-01-012023-12-310001743415ck0001743415:RisksRelatingToWaiversOrDeferralsOfCovenantsAndCovenantliteLoansMember2023-01-012023-12-310001743415ck0001743415:DocumentationRiskMember2023-01-012023-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% Vapotherm, Inc Industry Health Care Equipment & Supplies Acquisition Date 2/18/20222023-01-012023-12-310001743415us-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2022-12-310001743415us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2023-12-310001743415Professional Services2023-12-310001743415us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Cerapedics, Inc Industry Biotechnology Spread above Index S+620 Floor 2.75% Interest Rate 11.55% Acquisition Date 12/27/2022 Maturity Date 1/1/20282023-12-310001743415ck0001743415:ThirdAdviserCatchUpMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Enhanced Permanent Capital, LLC Industry Capital Markets Spread above Index S+700 Floor 1.00% Interest Rate 12.44% Acquisition Date 12/29/2020 Maturity Date 12/29/20252023-01-012023-12-310001743415ck0001743415:WorldInsuranceAssociatesLlcMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% ENS Holdings III Corp. & ES Opco USA LLC (BlueFin) Industry Trading Companies & Distributors Spread above Index S+475 Floor 1.00% Interest Rate 10.20% Acquisition Date 12/31/2019 Maturity Date 12/31/20252023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% RQM+ Corp Industry Life Sciences Tools & Services Spread above Index S+575 Floor 1.00% Interest Rate 11.36% Acquisition Date 8/20/2021 Maturity Date 8/12/20262023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% AmeriMark Intermediate Holdings, LLC Industry Internet & Catalog Retail Spread above Index L+800 Floor 1.00% Interest Rate 14.77% Acquisition Date 7/28/2021 Maturity Date 10/15/20262022-01-012022-12-310001743415Packaged Foods & Meats2023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415ck0001743415:FourthOrderOfPriorityReturnOfCapitalContributionsMember2023-01-012023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Glooko, Inn Industry Health Care Technology Spread above Index S+790 Floor 0.10% Interest Rate 13.35% Acquisition Date 9/30/2021 Maturity Date 10/1/20262023-12-310001743415ck0001743415:EnsHoldingsIiiCorpAndEsOpcoUsaLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% TAUC Management, LLC Industry Health Care Providers & Services Spread above Index P+450 Floor 1.00% Interest Rate 13.00% Acquisition Date 2/12/2021 Maturity Date 2/12/20272023-12-310001743415ck0001743415:SpectrumPharmaceuticalsInc.Member2022-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Assertio Holdings, Inc. Common Stock Industry Pharmaceuticals Acquisition Date 7/31/20232023-01-012023-12-310001743415ck0001743415:U.s.DoddfrankWallStreetReformAndConsumerProtectionActMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% BayMark Health Services, Inc Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 10.61% Acquisition Date 6/29/2021 Maturity Date 6/11/20272023-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% SLR-AMI Topco Blocker, LLC Industry Internet & Catalog Retail Acquisition Date 6/16/20232023-12-310001743415Leisure Equipment & Products2023-12-310001743415ck0001743415:OfacFcpaAndRelatedConsiderationsMember2023-01-012023-12-310001743415ck0001743415:RegulatoryRisksRelatingToTheCompanyMember2023-01-012023-12-310001743415ck0001743415:ArdelyxIncMember2022-12-310001743415ck0001743415:ScpPrivateCreditIncomeBdcSpvLlcMemberck0001743415:JpmorganChaseBankMemberck0001743415:SpvFacilityMember2019-02-272019-02-270001743415ck0001743415:SubscriptionFacilityMemberck0001743415:EastWestBankMember2023-12-222023-12-220001743415Bank Debt/Senior Secured Loans — 271.5% ACRES Commercial Mortgage, LLC Industry Diversified Financial Services Spread above Index S+705 Floor 1.00% Interest Rate 11.38% Acquisition Date 12/24/2021 Maturity Date 8/21/20282022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% NAC Holding Corporation (Jaguar) Industry Insurance Spread above Index S+525 Floor 1.00% Interest Rate 9.45% Acquisition Date 7/30/2021 Maturity Date 9/28/20242022-12-310001743415ck0001743415:PediatricHomeRespiratoryServicesLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Pinnacle Treatment Centers, Inc Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 11.95% Acquisition Date 1/22/2020 Maturity Date 1/2/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Maurices, Incorporated Industry Specialty Retail Spread above Index S+675 Floor 1.00% Interest Rate 8.74% Acquisition Date 8/27/2021 Maturity Date 6/1/20242022-01-012022-12-310001743415Oldco AI, LLC (f/k/a Amerimark) One2023-01-012023-12-310001743415srt:MaximumMemberus-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMember2022-12-310001743415ck0001743415:TaucManagementLlcMember2022-12-310001743415ck0001743415:ApexServicePartnersLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Plastics Management, LLC Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 10.45% Acquisition Date 8/26/2021 Maturity Date 8/18/20272023-12-310001743415ck0001743415:KaseyaIncMember2023-12-310001743415ck0001743415:DistributionAndAssetCoverageRatioRequirementsMember2023-01-012023-12-310001743415Road and Rail2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% World Insurance Associates, LLC Industry Insurance Spread above Index S+575 Floor 1.00% Interest Rate 10.07% Acquisition Date 10/12/2020 Maturity Date 4/1/20262022-01-012022-12-3100017434152019-03-122019-12-310001743415Total Investments2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% TAUC Management, LLC Industry Health Care Providers & Services Spread above Index P+450 Floor 1.00% Interest Rate 13.00% Acquisition Date 2/12/2021 Maturity Date 2/12/20272023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Outset Medical, Inc. Industry Health Care Equipment & Supplies Spread above Index S+515 Floor 2.75% Interest Rate 9.33% Acquisition Date 11/3/2022 Maturity Date 12/4/20242022-12-310001743415ck0001743415:UltimateBakedGoodsMidcoLlcMember2022-12-310001743415Software2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Plastics Management, LLC Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 9.89% Acquisition Date 8/26/2021 Maturity Date 8/18/20272022-01-012022-12-3100017434152019-03-122019-03-120001743415Total Investments — 271.5%2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Vessco Midco Holdings, LLC Industry Water Utilities Spread above Index L+450 Floor 1.00% Interest Rate 7.87% Acquisition Date 9/3/2021 Maturity Date 11/2/20262022-01-012022-12-310001743415us-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Enverus Holdings, Inc. (fka Drilling Info Holdings) Industry IT Services Spread above Index L+450 Interest Rate 8.88% Acquisition Date 1/31/2020 Maturity Date 7/30/20252022-01-012022-12-310001743415Total Bank Debt/Senior Secured Loans2022-12-310001743415Common Equity/Equity InterestSenseonics Holdings, Inc Common Stock Industry Health Care Equipment & Supplies Acquisition Date 7/25/20192022-12-310001743415srt:MaximumMemberus-gaap:InvestmentsMember2023-01-012023-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Meditrina, Inc. Warrants Industry Health Care Equipment & Supplies Acquisition Date 12/20/20222023-12-310001743415ck0001743415:LicensingRequirementsMember2023-01-012023-12-310001743415ck0001743415:NoMarketForUnitsMember2023-01-012023-12-310001743415ck0001743415:VesscoMidcoHoldingsLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Meditrina, Inc Industry Health Care Equipment & Supplies Spread above Index S+550 Floor 3.45% Interest Rate 10.85% Acquisition Date 12/20/2022 Maturity Date 12/1/20272023-12-310001743415ck0001743415:MauricesIncorporatedMember2023-12-310001743415Health Care Technology2022-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Basic Fun, Inc Industry Specialty Retail Spread above Index S+650 Floor 1.00% Interest Rate 12.14% Acquisition Date 10/30/2020 Maturity Date 7/2/20242023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Vessco Midco Holdings, LLC Industry Water Utilities Spread above Index S+450 Floor 1.00% Interest Rate 9.96% Acquisition Date 9/3/2021 Maturity Date 11/2/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Ardelyx, Inc Industry Pharmaceuticals Spread above Index S+795 Floor 1.00% Interest Rate 13.32% Acquisition Date 2/23/2022 Maturity Date 3/1/20272023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Oral Surgery Partners Holdings, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 10.92% Acquisition Date 11/29/2022 Maturity Date 5/10/20242022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Enhanced Permanent Capital, LLC Industry Capital Markets Spread above Index L+700 Floor 1.00% Interest Rate 10.13% Acquisition Date 12/29/2020 Maturity Date 12/29/20252022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Glooko, Inc. Industry Health Care Technology Spread above Index L+790 Floor 0.10% Interest Rate 12.07% Acquisition Date 9/30/2021 Maturity Date 10/1/20262022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% KORE Wireless Group, Inc. Industry Wireless Telecommunication Services Spread above Index L+550 Interest Rate 10.08% Acquisition Date 3/12/2019 Maturity Date 12/21/20242022-01-012022-12-310001743415Pharmaceuticals2022-12-310001743415ck0001743415:TaucManagementLlcMember2023-12-310001743415ck0001743415:FinancialServicesIndustryRisksMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ivy Fertility Services, LLC Industry Health Care Providers & Services Spread above Index L+625 Floor 1.00% Interest Rate 10.39% Acquisition Date 12/22/2021 Maturity Date 2/25/20262022-01-012022-12-310001743415us-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RQM+ Corp. Industry Life Sciences Tools & Services Spread above Index S+575 Floor 1.00% Interest Rate 10.59% Acquisition Date 8/20/2021 Maturity Date 8/12/20262022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Enhanced Permanent Capital, LLC Industry Capital Markets Spread above Index L+700 Floor 1.00% Interest Rate 10.13% Acquisition Date 12/29/2020 Maturity Date 12/29/20252022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% MRI Software LLC Industry Software Spread above Index L+550 Floor 1.00% Interest Rate 10.23% Acquisition Date 7/23/2019 Maturity Date 2/10/20262022-01-012022-12-310001743415ck0001743415:LeveragedCompaniesMember2023-01-012023-12-310001743415ck0001743415:HighYieldDebtAndUnratedSecuritiesMember2023-01-012023-12-310001743415ck0001743415:InterestRateRisksMember2023-01-012023-12-310001743415ck0001743415:ThirdOrderOfPriorityReturnOfCapitalContributionsMember2023-01-012023-12-310001743415ck0001743415:FoundationConsumerBrandsLlcMember2022-12-310001743415ck0001743415:HighStreetBuyerIncMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RxSense Holdings LLC Industry Diversified Consumer Services Spread above Index L+500 Floor 1.00% Interest Rate 9.41% Acquisition Date 3/17/2020 Maturity Date 3/13/20262022-01-012022-12-310001743415SLR-AMI Topco Blocker, LLC2023-12-310001743415ck0001743415:VapothermIncMember2023-01-012023-12-310001743415ck0001743415:SunmedGroupHoldingsLlcMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% ACRES Commercial Mortgage, LLC Industry Diversified Financial Services Spread above Index S+705 Floor 1.00% Interest Rate 11.38% Acquisition Date 12/24/2021 Maturity Date 8/21/20282022-01-012022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Member2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Alimera Sciences, Inc. Industry Pharmaceuticals Spread above Index L+765 Floor 1.78% Interest Rate 11.82% Acquisition Date 12/31/2019 Maturity Date 7/1/20242022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Revlon Consumer Products Corporation Industry Personal Products Spread above Index P+475 Floor 2.75% Interest Rate 12.25% Acquisition Date 5/7/2021 Maturity Date 6/17/20232022-12-310001743415ck0001743415:FraudulentConveyanceAndPreferenceConsiderationsMember2023-01-012023-12-310001743415ck0001743415:PeterCFoyandAssociatesInsuranceServicesLlcMember2023-12-310001743415ck0001743415:ApexServicePartnersLlcMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Revlon Consumer Products Corporation Industry Personal Products Spread above Index P+475 Floor 2.75% Interest Rate 12.25% Acquisition Date 5/7/2021 Maturity Date 6/17/20232022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% KORE Wireless Group, Inc. Industry Wireless Telecommunication Services Spread above Index L+550 Interest Rate 10.08% Acquisition Date 3/12/2019 Maturity Date 12/21/20242022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% GSM Acquisition Corp. Industry Leisure Equipment & Products Spread above Index S+500 Floor 1.00% Interest Rate 9.03% Acquisition Date 4/20/2021 Maturity Date 11/16/20262022-12-310001743415Packaged Foods & Meats2022-12-310001743415ck0001743415:AdvisorMemberck0001743415:ManagementFeeMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RQM+ Corp. Industry Life Sciences Tools & Services Spread above Index S+575 Floor 1.00% Interest Rate 10.59% Acquisition Date 8/20/2021 Maturity Date 8/12/20262022-01-012022-12-310001743415ck0001743415:InvestmentsInLifeScienceIndustryMember2023-01-012023-12-310001743415ck0001743415:ExemptiveReliefMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Human Interest Inc Industry Internet Software & Services Spread above Index S+785 Floor 1.00% Interest Rate 13.19% Acquisition Date 6/30/2022 Maturity Date 7/1/20272023-01-012023-12-310001743415ck0001743415:RisksRelatingToReferenceRatesMember2023-01-012023-12-310001743415ck0001743415:BaymarkHealthServicesIncMember2023-12-3100017434152023-06-300001743415Bank Debt/Senior Secured Loans — 151.5% AMF Levered II, LLC Industry Diversified Financial Services Spread above Index S+705 Floor 1.00% Interest Rate 12.52% Acquisition Date 12/24/2021 Maturity Date 8/21/20282023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Nexus Intermediate III, LLC (Vortex) Industry Professional Services Spread above Index S+550 Floor 0.75% Interest Rate 11.36% Acquisition Date 12/13/2021 Maturity Date 12/6/20272023-01-012023-12-310001743415ck0001743415:OutsetMedicalInc.Member2022-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Assertio Holdings, Inc. Common Stock Industry Pharmaceuticals Acquisition Date 7/31/20232023-12-310001743415ck0001743415:SouthernOrthodonticPartnersManagementLlcMember2022-12-310001743415ck0001743415:U.s.GovernmentAndAgencySecuritiesMember2023-01-012023-12-310001743415ck0001743415:SubscriptionFacilityMemberck0001743415:EastWestBankMember2023-12-310001743415Specialty Retail2022-12-310001743415ck0001743415:UnspecifiedUseOfProceedsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ardelyx, Inc. Industry Pharmaceuticals Spread above Index L+795 Floor 0.10% Interest Rate 12.12% Acquisition Date 2/23/2022 Maturity Date 3/1/20272022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% High Street Buyer, Inc. Industry Insurance Spread above Index L+600 Floor 0.75% Interest Rate 8.75% Acquisition Date 4/16/2021 Maturity Date 4/16/20282022-01-012022-12-310001743415ck0001743415:PermissibleIncurredLeverageMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Foundation Consumer Brands, LLC Industry Personal Products Spread above Index S+625 Floor 1.00% Interest Rate 11.97% Acquisition Date 2/12/2021 Maturity Date 2/12/20272023-01-012023-12-310001743415ck0001743415:ControlPositionsMember2023-01-012023-12-310001743415us-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415ck0001743415:MriSoftwareLlcMember2022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Pinnacle Treatment Centers, Inc. Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 10.57% Acquisition Date 1/22/2020 Maturity Date 1/2/20262022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Foundation Consumer Brands, LLC Industry Personal Products Spread above Index S+625 Floor 1.00% Interest Rate 11.97% Acquisition Date 2/12/2021 Maturity Date 2/12/20272023-12-310001743415ck0001743415:GeneralCreditRiskMember2023-01-012023-12-310001743415ck0001743415:BasicFunIncMember2023-12-310001743415ck0001743415:CapitalCommitmentConditionTwoMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Transportation Insight, LLC Industry Road & Rail Spread above Index S+450 Floor 1.00% Interest Rate 9.98% Acquisition Date 10/27/2021 Maturity Date 12/18/20242023-12-310001743415ck0001743415:CapitalCommitmentConditionOneMember2023-12-310001743415Internet Software & Services2023-12-310001743415ck0001743415:BridgebioPharmaIncMember2023-01-012023-12-310001743415Health Care Equipment & Supplies2023-12-310001743415us-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMember2022-01-012022-12-310001743415Personal Products2022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMember2022-12-310001743415Health Care Providers & Services2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Spectrum Pharmaceuticals, Inc. Industry Biotechnology Spread above Index S+570 Floor 2.30% Interest Rate 9.88% Acquisition Date 9/21/2022 Maturity Date 9/1/20272022-12-310001743415srt:MaximumMemberus-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ivy Fertility Services, LLC Industry Health Care Providers & Services Spread above Index L+625 Floor 1.00% Interest Rate 10.39% Acquisition Date 12/22/2021 Maturity Date 2/25/20262022-12-310001743415ck0001743415:IvyFertilityServicesLlcMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Tilley Distribution, Inc Industry Trading Companies & Distributors Spread above Index S+600 Floor 1.00% Interest Rate 11.50% Acquisition Date 12/8/2021 Maturity Date 13/31/20262023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Erie Construction Mid-west, LLC Industry Building Products Spread above Index S+475 Floor 1.00% Interest Rate 10.21% Acquisition Date 8/5/2021 Maturity Date 7/30/20272023-12-310001743415ck0001743415:PediatricHomeRespiratoryServicesLlcMember2022-12-310001743415ck0001743415:ChangesInTaxLawMember2023-01-012023-12-310001743415ck0001743415:IcimsIncMember2022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% CC SAG Holdings Corp. (Spectrum Automotive) Industry Diversified Consumer Services Spread above Index L+575 Floor 0.75% Interest Rate 10.48% Acquisition Date 6/29/2021 Maturity Date 6/29/20282022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Apex Service Partners, LLC Industry Diversified Consumer Services Spread above Index S+525 Floor 1.00% Interest Rate 9.42% Acquisition Date 11/5/2021 Maturity Date 7/31/20252022-01-012022-12-310001743415ck0001743415:MoneyMarketAndOtherLiquidInstrumentsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Enhanced Permanent Capital, LLC Industry Capital Markets Spread above Index S+700 Floor 1.00% Interest Rate 12.44% Acquisition Date 12/29/2020 Maturity Date 12/29/20252023-12-310001743415ck0001743415:SubordinatedLoansMember2023-01-012023-12-310001743415ck0001743415:CompaniesLessThanFivePercentageOwnedMember2021-01-012021-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Cerapedics, Inc. Industry Biotechnology Spread above Index S+620 Floor 2.75% Interest Rate 10.52% Acquisition Date 12/27/2022 Maturity Date 1/1/20282022-01-012022-12-310001743415ck0001743415:MauricesIncorporatedMember2022-12-310001743415us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415Oldco AI, LLC (f/k/a Amerimark) One2023-06-160001743415Building Products2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Peter C. Foy & Associates Insurance Services, LLC Industry Insurance Spread above Index S+600 Floor 0.75% Interest Rate 11.21% Acquisition Date 10/29/2021 Maturity Date 11/1/20282022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Centrexion Therapeutics, Inc. Industry Pharmaceuticals Spread above Index L+725 Floor 2.45% Interest Rate 11.42% Acquisition Date 6/28/2019 Maturity Date 1/1/20242022-12-310001743415ck0001743415:MachineLearningTechnologyRisksMember2023-01-012023-12-310001743415ck0001743415:TilleyDistributionIncMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% TAUC Management, LLC Industry Health Care Providers & Services Spread above Index L+525 Floor 1.00% Interest Rate 9.98% Acquisition Date 2/12/2021 Maturity Date 2/12/20272022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% ENS Holdings III Corp. & ES Opco USA LLC (BlueFin) Industry Trading Companies & Distributors Spread above Index S+475 Floor 1.00% Interest Rate 9.43% Acquisition Date 12/31/2019 Maturity Date 12/31/20252022-12-310001743415Net Assets — 100.0%2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Kid Distro Holdings, LLC (Distro Kid) Industry Software Spread above Index L+575 Floor 1.00% Interest Rate 10.48% Acquisition Date 9/24/2021 Maturity Date 10/1/20272022-12-3100017434152020-12-310001743415Bank Debt/Senior Secured Loans — 271.5% SunMed Group Holdings, LLC Industry Health Care Providers & Services Spread above Index L+575 Floor 0.75% Interest Rate 10.48% Acquisition Date 6/16/2021 Maturity Date 6/16/20282022-01-012022-12-310001743415ck0001743415:OtherRisksMember2023-01-012023-12-310001743415ck0001743415:GlookoIncMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Pediatric Home Respiratory Services, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 10.67% Acquisition Date 8/19/2022 Maturity Date 12/4/20242022-01-012022-12-310001743415Building Products2023-12-310001743415ck0001743415:PooledInvestmentVehiclesAndPassthroughEntitiesMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% CC SAG Holdings Corp. (Spectrum Automotve) Industry Diversified Consumer Services Spread above Index S+575 Floor 0.75% Interest Rate 11.22% Acquisition Date 6/29/2021 Maturity Date 6/29/20282023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ardelyx, Inc. Industry Pharmaceuticals Spread above Index L+795 Floor 0.10% Interest Rate 12.12% Acquisition Date 2/23/2022 Maturity Date 3/1/20272022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% RxSense Holdings LLC Industry Diversified Consumer Services Spread above Index S+500 Floor 1.00% Interest Rate 10.48% Acquisition Date 3/17/2020 Maturity Date 3/13/20262023-12-3100017434152022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Arcutis Biotherapeutics, Inc Industry Pharmaceuticals Spread above Index S+745 Floor 0.10% Interest Rate 12.90% Acquisition Date 12/22/2021 Maturity Date 1/1/20272023-12-310001743415ck0001743415:ForwardlookingStatementsMember2023-01-012023-12-310001743415ck0001743415:QualifyingAssetRequirementsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% All States Ag Parts, LLC Industry Trading Companies & Distributors Spread above Index S+575 Floor 1.00% Interest Rate 10.19% Acquisition Date 9/1/2021 Maturity Date 9/1/20262022-01-012022-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Vapotherm, Inc. Industry Health Care Equipment & Supplies Acquisition Date 2/18/20222022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberck0001743415:MeasurementInputComparableMultipleMemberus-gaap:FairValueInputsLevel3Memberck0001743415:MeasurementEbitdaMultipleMember2023-12-310001743415Total Common Equity/Equity2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% ENS Holdings III Corp. & ES Opco USA LLC (BlueFin) Industry Trading Companies & Distributors Spread above Index S+475 Floor 1.00% Interest Rate 9.43% Acquisition Date 12/31/2019 Maturity Date 12/31/20252022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% CC SAG Holdings Corp. (Spectrum Automotive) Industry Diversified Consumer Services Spread above Index L+575 Floor 0.75% Interest Rate 10.48% Acquisition Date 6/29/2021 Maturity Date 6/29/20282022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Maurices, Incorporated Industry Specialty Retail Spread above Index S+675 Floor 1.00% Interest Rate 8.74% Acquisition Date 8/27/2021 Maturity Date 6/1/20242022-12-310001743415Trading Companies & Distributors2023-12-310001743415us-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMember2023-12-310001743415Liabilities in Excess of Other Assets — (171.5%)2022-12-310001743415ck0001743415:OralSurgeryPartnersHoldingsLlcMember2022-12-310001743415ck0001743415:IcimsInc.Member2022-12-310001743415Oldco AI, LLC (f/k/a Amerimark)2023-12-310001743415ck0001743415:U.s.DollarDenominationOfUnitsMember2023-01-012023-12-310001743415ck0001743415:InsufficientCapitalForFollowonInvestmentsMember2023-01-012023-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% Vapotherm, Inc Industry Health Care Equipment & Supplies Acquisition Date 2/18/20222023-12-310001743415Health Care Technology2023-12-310001743415ck0001743415:LenderLiabilityConsiderationsAndEquitableSubordinationMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Human Interest Inc Industry Internet Software & Services Spread above Index S+785 Floor 1.00% Interest Rate 13.19% Acquisition Date 6/30/2022 Maturity Date 7/1/20272023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Cerapedics, Inc. Industry Biotechnology Spread above Index S+620 Floor 2.75% Interest Rate 10.52% Acquisition Date 12/27/2022 Maturity Date 1/1/20282022-12-310001743415ck0001743415:SpvFacilityMember2019-02-270001743415ck0001743415:AdvisorMember2022-01-012022-12-310001743415ck0001743415:AdvisorMember2021-01-012021-12-310001743415ck0001743415:SubscriptionFacilityMemberck0001743415:EastWestBankMember2019-03-310001743415Pharmaceuticals2023-12-310001743415Insurance2022-12-310001743415us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415ck0001743415:ZerocouponBondsDeferredInterestRateBondsAndPaymentinkindSecuritiesMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Tilley Distribution, Inc. Industry Trading Companies & Distributors Spread above Index S+550 Floor 1.00% Interest Rate 10.14% Acquisition Date 12/8/2021 Maturity Date 12/31/20262022-01-012022-12-310001743415ck0001743415:ArcutisBiotherapeuticsIncMember2023-12-310001743415ck0001743415:GsmAcquisitionCorpMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Ultimate Baked Goods Midco LLC (Rise Baking) Industry Packaged Foods & Meats Spread above Index L+650 Floor 1.00% Interest Rate 10.88% Acquisition Date 8/12/2021 Maturity Date 8/13/20272022-01-012022-12-310001743415ck0001743415:AdvisorMember2023-01-012023-12-3100017434152021-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Human Interest Inc. Industry Internet Software & Services Spread above Index S+785 Floor 1.00% Interest Rate 11.97% Acquisition Date 6/30/2022 Maturity Date 7/1/20272022-01-012022-12-310001743415ck0001743415:IcimsInc.Member2023-12-310001743415ck0001743415:RevolvingTermLoansMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Kaseya, Inc. Industry Software Spread above Index S+575 Floor 0.75% Interest Rate 10.33% Acquisition Date 6/22/2022 Maturity Date 6/23/20292022-01-012022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberck0001743415:MeasurementInputComparableMultipleMemberus-gaap:FairValueInputsLevel3Memberck0001743415:MeasurementEbitdaMultipleMembersrt:WeightedAverageMember2023-12-310001743415Specialty Retail2023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMemberus-gaap:MarketApproachValuationTechniqueMember2022-12-310001743415ck0001743415:ChangesToDerivativesRegulationMember2023-01-012023-12-310001743415ck0001743415:DefaultsMember2023-01-012023-12-310001743415Diversified Financial Services2023-12-310001743415ck0001743415:CompetitionPotentialForInsufficientInvestmentOpportunitiesMember2023-01-012023-12-310001743415ck0001743415:GsmAcquisitionCorpMember2022-12-310001743415ck0001743415:KidDistroHoldingsLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Foundation Consumer Brands, LLC Industry Personal Products Spread above Index L+550 Floor 1.00% Interest Rate 10.15% Acquisition Date 2/12/2021 Maturity Date 2/12/20272022-12-310001743415Liabilities in Excess of Other2023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMembersrt:MaximumMemberck0001743415:MeasurementInputComparableMultipleMemberus-gaap:FairValueInputsLevel3Memberck0001743415:MeasurementEbitdaMultipleMember2023-12-310001743415ck0001743415:ManagementRiskMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Plastics Management, LLC Industry Health Care Providers & Services Spread above Index S+500 Floor 1.00% Interest Rate 10.45% Acquisition Date 8/26/2021 Maturity Date 8/18/20272023-01-012023-12-310001743415Life Sciences Tools & Services2023-12-310001743415ck0001743415:EnsHoldingsIiiCorpAndEsOpcoUsaLlcMember2022-12-310001743415Internet Software & Services2022-12-310001743415Total Common Equity/Equity2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Basic Fun, Inc. Industry Specialty Retail Spread above Index L+550 Floor 1.00% Interest Rate 10.27% Acquisition Date 10/30/2020 Maturity Date 10/30/20232022-01-012022-12-310001743415ck0001743415:AccessionRiskManagementGroupIncMember2022-12-310001743415ck0001743415:InflationdeflationRiskMember2023-01-012023-12-310001743415Net Assets — 100.0%2023-12-310001743415ck0001743415:ThirdpartyInvolvementMember2023-01-012023-12-310001743415Diversified Financial Services2022-12-310001743415ck0001743415:AscHoldcoLlcMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Transportation Insight, LLC Industry Road & Rail Spread above Index L+450 Floor 1.00% Interest Rate 8.91% Acquisition Date 10/27/2021 Maturity Date 12/18/20242022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Orthopedic Care Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 10.91% Acquisition Date 8/17/2022 Maturity Date 5/16/20242022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% All State Ag Parts, LLC Industry Trading Companies & Distributors Spread above Index S+600 Floor 1.00% Interest Rate 11.61% Acquisition Date 9/1/2021 Maturity Date 9/1/20262023-12-310001743415Oldco AI, LLC (f/k/a Amerimark)2023-01-012023-12-310001743415ck0001743415:RisksRelatedToElectronicCommunicationscybersecurityRiskMember2023-01-012023-12-310001743415ck0001743415:InkindDividendConsiderationsMember2023-01-012023-12-310001743415ck0001743415:VapothermIncMember2022-01-012022-12-3100017434152021-01-012021-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RSC Acquisition, Inc. Industry Insurance Spread above Index S+550 Floor 0.75% Interest Rate 9.26% Acquisition Date 10/5/2020 Maturity Date 11/1/20262022-01-012022-12-310001743415ck0001743415:SpvFacilityMember2023-12-310001743415srt:MinimumMemberck0001743415:SpvFacilityMember2019-02-270001743415ck0001743415:TransportationInsightLlcMember2022-12-310001743415ck0001743415:HumanInterestIncMember2022-12-310001743415Road & Rail2022-12-310001743415ck0001743415:InvestmentModificationRiskMember2023-01-012023-12-310001743415Water Utilities2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% GSM Acquisition Corp Industry Leisure Equipment & Products Spread above Index S+500 Floor 1.00% Interest Rate 10.47% Acquisition Date 4/20/2021 Maturity Date 11/16/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Ultimate Baked Goods Midco LLC (Rise Baking) Industry Packaged Foods & Meats Spread above Index S+625 Floor 1.00% Interest Rate 11.71% Acquisition Date 8/12/2021 Maturity Date 8/13/20272023-01-012023-12-3100017434152024-02-230001743415Common Equity/Equity Interests/Warrants — 0.0% Vapotherm, Inc. Industry Health Care Equipment & Supplies Acquisition Date 2/18/20222022-01-012022-12-310001743415ck0001743415:CompaniesFivePercentageToTwentyFivePercentageOwnedMember2022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Southern Orthodontic Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+600 Floor 1.00% Interest Rate 10.84% Acquisition Date 6/3/2022 Maturity Date 1/27/20262022-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Senseonics Holdings, Inc Common Stock Industry Health Care Equipment & Supplies Acquisition Date 7/25/20192023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Meditrina, Inc. Industry Health Care Equipment & Supplies Spread above Index S+550 Floor 3.45% Interest Rate 9.82% Acquisition Date 12/20/2022 Maturity Date 12/1/20272022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RxSense Holdings LLC Industry Diversified Consumer Services Spread above Index L+500 Floor 1.00% Interest Rate 9.41% Acquisition Date 3/17/2020 Maturity Date 3/13/20262022-12-310001743415Health Care Providers & Services2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Southern Orthodontic Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+625 Floor 1.00% Interest Rate 11.86% Acquisition Date 6/3/2022 Maturity Date 1/27/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% RxSense Holdings LLC Industry Diversified Consumer Services Spread above Index S+500 Floor 1.00% Interest Rate 10.48% Acquisition Date 3/17/2020 Maturity Date 3/13/20262023-01-012023-12-310001743415ck0001743415:CompaniesFivePercentageToTwentyFivePercentageOwnedMember2023-01-012023-12-310001743415ck0001743415:GlookoIncMember2022-12-310001743415ck0001743415:SecondUnitholderPreferredReturnMembersrt:MinimumMember2023-01-012023-12-310001743415ck0001743415:CorporateSocialResponsibilityRisksMember2023-01-012023-12-310001743415ck0001743415:MarketRiskMember2023-01-012023-12-310001743415ck0001743415:NacHoldingsCorporationMember2022-12-310001743415ck0001743415:CerapedicsInc.Member2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Enverus Holdings, Inc. (fka Drilling Info Holdings) Industry IT Services Spread above Index L+450 Interest Rate 8.88% Acquisition Date 1/31/2020 Maturity Date 7/30/20252022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% SunMed Group Holdings, LLC Industry Health Care Providers & Services Spread above Index S+550 Floor 0.75% Interest Rate 10.96% Acquisition Date 6/16/2021 Maturity Date 6/16/20282023-12-3100017434152018-10-052018-10-050001743415us-gaap:FairValueMeasurementsRecurringMember2023-12-3100017434152022-01-012022-12-310001743415ck0001743415:FirstReturnOfCapitalContributionsMember2023-01-012023-12-310001743415ck0001743415:CcSagHoldingsCorpMember2023-12-310001743415us-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMembersrt:WeightedAverageMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Centrexion Therapeutics, Inc. Industry Pharmaceuticals Spread above Index L+725 Floor 2.45% Interest Rate 11.42% Acquisition Date 6/28/2019 Maturity Date 1/1/20242022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% iCIMS, Inc. Industry Software Spread above Index S+725 Floor 0.75% Interest Rate 11.52% Acquisition Date 8/18/2022 Maturity Date 8/18/20282022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% NAC Holding Corporation (Jaguar) Industry Insurance Spread above Index S+525 Floor 1.00% Interest Rate 9.45% Acquisition Date 7/30/2021 Maturity Date 9/28/20242022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Apex Service Partners, LLC Industry Diversified Consumer Services Spread above Index S+525 Floor 1.00% Interest Rate 9.42% Acquisition Date 11/5/2021 Maturity Date 7/31/20252022-12-310001743415ck0001743415:ScpPrivateCreditIncomeBdcSpvLlcMemberck0001743415:JpmorganChaseBankMemberck0001743415:SpvFacilityMember2023-12-310001743415Biotechnology2023-12-310001743415ck0001743415:SunmedGroupHoldingsLlcMember2023-12-310001743415us-gaap:FairValueInputsLevel3Member2023-01-012023-12-310001743415Diversified Consumer Services2023-12-310001743415ck0001743415:TechnologicalInnovationRisksMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Arcutis Biotherapeutics, Inc. Industry Pharmaceuticals Spread above Index L+745 Floor 0.10% Interest Rate 11.62% Acquisition Date 12/22/2021 Maturity Date 1/1/20272022-12-310001743415ck0001743415:MriSoftwareLlcMember2023-12-310001743415Biotechnology2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Cerapedics, Inc Industry Biotechnology Spread above Index S+620 Floor 2.75% Interest Rate 11.55% Acquisition Date 12/27/2022 Maturity Date 1/1/20282023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Southern Orthodontic Partners Management, LLC Industry Health Care Providers & Services Spread above Index S+600 Floor 1.00% Interest Rate 10.84% Acquisition Date 6/3/2022 Maturity Date 1/27/20262022-01-012022-12-310001743415us-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMember2023-12-310001743415ck0001743415:CapitalCommitmentConditionOneMember2023-01-012023-12-310001743415srt:MinimumMemberus-gaap:InvestmentsMember2023-01-012023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Neuronetics, Inc Industry Health Care Equipment & Supplies Spread above Index S+565 Floor 3.95% Interest Rate 11.00% Acquisition Date 3/2/2020 Maturity Date 3/29/20282023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% BayMark Health Services, Inc. Industry Health Care Providers & Services Spread above Index L+500 Floor 1.00% Interest Rate 9.73% Acquisition Date 6/29/2021 Maturity Date 6/11/20272022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Basic Fun, Inc. Industry Specialty Retail Spread above Index L+550 Floor 1.00% Interest Rate 10.27% Acquisition Date 10/30/2020 Maturity Date 10/30/20232022-12-310001743415Total Investments2022-12-310001743415ck0001743415:AssetsBelievedToBeUndervaluedOrIncorrectlyValuedMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Pinnacle Treatment Centers, Inc. Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 10.57% Acquisition Date 1/22/2020 Maturity Date 1/2/20262022-01-012022-12-310001743415ck0001743415:RisksRelatedToTheRussianInvasionOfUkraineMember2023-01-012023-12-310001743415ck0001743415:OrthopedicCarePartnersManagementLlcMember2023-12-310001743415ck0001743415:MezzanineSecuritiesMember2023-01-012023-12-310001743415us-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberck0001743415:BankDebtSeniorSecuredLoansMembersrt:MinimumMemberck0001743415:MeasurementInputMarketYieldMember2023-12-310001743415ck0001743415:CapitalCommitmentConditionTwoMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Meditrina, Inc Industry Health Care Equipment & Supplies Spread above Index S+550 Floor 3.45% Interest Rate 10.85% Acquisition Date 12/20/2022 Maturity Date 12/1/20272023-01-012023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Nexus Intermediate III, LLC (Vortex) Industry Professional Services Spread above Index L+550 Floor 0.75% Interest Rate 10.22% Acquisition Date 12/13/2021 Maturity Date 12/6/20272022-01-012022-12-310001743415ck0001743415:RiskOfLossMember2023-01-012023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Alimera Sciences, Inc Industry Pharmaceuticals Spread above Index S+515 Floor 4.60% Interest Rate 10.50% Acquisition Date 12/31/2019 Maturity Date 5/1/20282023-12-310001743415ck0001743415:RecognizingIncomeBeforeOrWithoutReceivingCashMember2023-01-012023-12-310001743415ck0001743415:BroadIndemnificationMember2023-01-012023-12-310001743415ck0001743415:NacHoldingsCorporationMember2023-12-310001743415ck0001743415:ErieConstructionMidWestLlcMember2022-12-310001743415us-gaap:FairValueInputsLevel3Member2022-12-310001743415Professional Services2022-12-310001743415srt:MaximumMemberus-gaap:InvestmentsMember2023-12-310001743415Common Equity/Equity Interests/Warrants — 0.0% Centrexion Therapeutics, Inc. Warrants Industry Pharmaceuticals Acquisition Date 6/28/20192022-01-012022-12-310001743415ck0001743415:KaseyaIncMember2022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Erie Construction Mid-west, LLC Industry Building Products Spread above Index S+475 Floor 1.00% Interest Rate 9.79% Acquisition Date 8/5/2021 Maturity Date 7/30/20272022-01-012022-12-310001743415us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Transportation Insight, LLC Industry Road & Rail Spread above Index L+450 Floor 1.00% Interest Rate 8.91% Acquisition Date 10/27/2021 Maturity Date 12/18/20242022-01-012022-12-310001743415ck0001743415:SeniorSecuredLoansMember2023-01-012023-12-310001743415us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001743415us-gaap:IncomeApproachValuationTechniqueMemberus-gaap:FairValueInputsLevel3Membersrt:MinimumMemberck0001743415:BankDebtSeniorSecuredLoansMemberck0001743415:MeasurementInputMarketYieldMember2022-12-310001743415ck0001743415:RisksRelatedToPortfolioInvestmentMonitoringAndInvolvementMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Meditrina, Inc. Industry Health Care Equipment & Supplies Spread above Index S+550 Floor 3.45% Interest Rate 9.82% Acquisition Date 12/20/2022 Maturity Date 12/1/20272022-12-310001743415ck0001743415:UnrealizedDepreciationMember2023-01-012023-12-310001743415ck0001743415:RisksAssociatedWithBankruptcyAndInsolvencyCasesMember2023-01-012023-12-310001743415ck0001743415:PublicHealthCrisesRiskMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Peter C. Foy & Associates Insurance Services, LLC Industry Insurance Spread above Index S+600 Floor 0.75% Interest Rate 11.21% Acquisition Date 10/29/2021 Maturity Date 11/1/20282022-01-012022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% BridgeBio Pharma, Inc. Industry Biotechnology Interest Rate 9.00% Acquisition Date 11/17/2021 Maturity Date 11/17/20262022-12-3100017434152023-12-310001743415Life Sciences Tools & Services2022-12-310001743415Bank Debt/Senior Secured Loans — 271.5% High Street Buyer, Inc. Industry Insurance Spread above Index L+600 Floor 0.75% Interest Rate 8.75% Acquisition Date 4/16/2021 Maturity Date 4/16/20282022-12-310001743415ck0001743415:CompaniesLessThanFivePercentageOwnedMember2022-12-310001743415ck0001743415:AllStatesAgPartsLlcMember2022-12-310001743415ck0001743415:ArdelyxIncMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% BridgeBio Pharma, Inc Industry Biotechnology Interest Rate 9.00% Acquisition Date 11/17/2021 Maturity Date 11/17/20262023-12-310001743415ck0001743415:IdentificationOfPotentialInvestmentOpportunitiesMember2023-01-012023-12-310001743415ck0001743415:LiquidityRiskMember2023-01-012023-12-310001743415ck0001743415:ProjectionsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Kaseya, Inc. Industry Software Spread above Index S+575 Floor 0.75% Interest Rate 10.33% Acquisition Date 6/22/2022 Maturity Date 6/23/20292022-12-310001743415ck0001743415:SubscriptionFacilityMember2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Glooko, Inc. Industry Health Care Technology Spread above Index L+790 Floor 0.10% Interest Rate 12.07% Acquisition Date 9/30/2021 Maturity Date 10/1/20262022-01-012022-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:MeasurementInputPriceVolatilityMembersrt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MarketApproachValuationTechniqueMember2023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Orthopedic Care Partners Management,LLC Industry Health Care Providers & Services Spread above Index S+650 Floor 1.00% Interest Rate 12.11% Acquisition Date 8/17/2022 Maturity Date 5/16/20242023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% World Insurance Associates, LLC Industry Insurance Spread above Index S+575 Floor 1.00% Interest Rate 10.07% Acquisition Date 10/12/2020 Maturity Date 4/1/20262022-12-310001743415 Common Equity/Equity Interests/Warrants — 5.3% SLR-AMI Topco Blocker, LLC Industry Internet & Catalog Retail Acquisition Date 6/16/20232023-01-012023-12-310001743415 Bank Debt/Senior Secured Loans — 151.5% Glooko, Inn Industry Health Care Technology Spread above Index S+790 Floor 0.10% Interest Rate 13.35% Acquisition Date 9/30/2021 Maturity Date 10/1/20262023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Erie Construction Mid-west, LLC Industry Building Products Spread above Index S+475 Floor 1.00% Interest Rate 10.21% Acquisition Date 8/5/2021 Maturity Date 7/30/20272023-01-012023-12-310001743415ck0001743415:CompaniesLessThanFivePercentageOwnedMember2022-01-012022-12-310001743415ck0001743415:ConcentrationOfPortfolioInvestmentsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% Foundation Consumer Brands, LLC Industry Personal Products Spread above Index L+550 Floor 1.00% Interest Rate 10.15% Acquisition Date 2/12/2021 Maturity Date 2/12/20272022-01-012022-12-310001743415ck0001743415:CerapedicsInc.Member2022-12-310001743415SLR-AMI Topco Blocker, LLC2023-01-012023-12-310001743415ck0001743415:UltimateBakedGoodsMidcoLlcMember2023-12-310001743415ck0001743415:AccessionRiskManagementGroupIncMember2023-12-310001743415Insurance2023-12-310001743415ck0001743415:ReferralRelationshipsWithFinancialSponsorsMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% GSM Acquisition Corp Industry Leisure Equipment & Products Spread above Index S+500 Floor 1.00% Interest Rate 10.47% Acquisition Date 4/20/2021 Maturity Date 11/16/20262023-12-310001743415ck0001743415:CommonEquityAndEquityInterestsAndWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001743415Internet & Catalog Retail2023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% RSC Acquisition, Inc. Industry Insurance Spread above Index S+550 Floor 0.75% Interest Rate 9.26% Acquisition Date 10/5/2020 Maturity Date 11/1/20262022-12-310001743415ck0001743415:MeditrinaInc.Member2022-12-310001743415Common Equity/Equity Interests/Warrants — 5.3% Meditrina, Inc. Warrants Industry Health Care Equipment & Supplies Acquisition Date 12/20/20222023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% ENS Holdings III Corp. & ES Opco USA LLC (BlueFin) Industry Trading Companies & Distributors Spread above Index S+475 Floor 1.00% Interest Rate 10.20% Acquisition Date 12/31/2019 Maturity Date 12/31/20252023-12-310001743415ck0001743415:CollateralRiskMember2023-01-012023-12-310001743415us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% Kaseya, Inc Industry Software Spread above Index S+600 Floor 0.75% Interest Rate 11.38% Acquisition Date 6/22/2022 Maturity Date 6/23/20292023-12-310001743415Bank Debt/Senior Secured Loans — 151.5% iCIMS, Inc Industry Software Spread above Index S+725 Floor 0.75% Interest Rate 12.62% Acquisition Date 8/18/2022 Maturity Date 8/18/20282023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% SunMed Group Holdings, LLC Industry Health Care Providers & Services Spread above Index L+575 Floor 0.75% Interest Rate 10.48% Acquisition Date 6/16/2021 Maturity Date 6/16/20282022-12-310001743415Bank Debt/Senior Secured Loans — 151.5% SunMed Group Holdings, LLC Industry Health Care Providers & Services Spread above Index S+550 Floor 0.75% Interest Rate 10.96% Acquisition Date 6/16/2021 Maturity Date 6/16/20282023-01-012023-12-310001743415ck0001743415:PotentialDividendDeferralsMember2023-01-012023-12-310001743415ck0001743415:ChangesToAccountingStandardsMember2023-01-012023-12-310001743415ck0001743415:VesscoMidcoHoldingsLlcMember2022-12-310001743415ck0001743415:CompaniesFivePercentageToTwentyFivePercentageOwnedMember2022-12-310001743415ck0001743415:SouthernOrthodonticPartnersManagementLlcMember2023-12-310001743415ck0001743415:Second.AdviserCatchUpMember2023-01-012023-12-310001743415Bank Debt/Senior Secured Loans — 271.5% MRI Software LLC Industry Software Spread above Index L+550 Floor 1.00% Interest Rate 10.23% Acquisition Date 7/23/2019 Maturity Date 2/10/20262022-12-310001743415Diversified Consumer Services2022-12-310001743415ck0001743415:TaxConsiderationsRegardingDividendsForPrivateBdcsMember2023-01-012023-12-310001743415us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberck0001743415:BankDebtSeniorSecuredLoansMember2023-12-31xbrli:pureiso4217:USDxbrli:sharesxbrli:sharesiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~ 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-01294

SCP Private Credit Income BDC LLC

(Exact name of registrant as specified in its charter)

Delaware		83-0634992
Delaware(State of formation)	83-0634992(I.R.S. Employer Identification No.)
(State of formation)		(I.R.S. EmployerIdentification No.)
500 Park AvenueNew York, NY(Address of principal executive offices)	10022(Zip Code)

500 Park AvenueNew York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 993-1670

~~993-1670~~(Registrant’s telephone number, including area code)

~~(Registrant’s~~SECURITIES ~~telephone~~REGISTERED ~~number,~~PURSUANT ~~including~~TO ~~area code~~SECTION 12(b) OF THE ACT:

~~SECURITIES~~Title ~~REGISTERED~~of ~~PURSUANT~~Each TOClass ~~SECTION~~Trading ~~12(b)~~Symbol OFName ~~THE~~of ~~ACT:~~Each Exchange on Which Registered N/A N/A N/A

~~Title~~SECURITIES ofREGISTERED ~~Each~~PURSUANT ~~Class~~TO ~~TradingSymbol~~SECTION 12(g) ~~Name~~OF ofTHE ~~Each Exchangeon Which Registered N/A N/A N/A~~ACT:

~~SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:~~ Unit

~~Unit~~(Title of Class)

~~(Title~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of ~~Class)~~the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section ~~405~~13 or Section 15(d) of the ~~Securities~~ Act. Yes ☐ No ☒

~~No ☒~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically every Interactive Data File required to ~~file~~be ~~reports~~submitted pursuant to ~~Section 13~~Rule or405 ~~Section 15~~of Regulation S-T (d)§232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

~~No ☒~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ ~~(1) has~~Non-accelerated ~~filed~~filer ~~all~~☒ ~~reports~~Smaller ~~required~~reporting tocompany be☐ ~~filed~~Emerging bygrowth ~~Section 13~~company or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ ~~No ☐~~

~~S-T~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~non~~Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-~~accelerated~~Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

~~12b-2~~If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~any ☐of ~~Non~~those error corrections are restatements that required a recovery analysis of incentive-~~accelerated~~based ~~filer~~compensation ☒received ~~Smaller~~by ~~reporting~~any ~~company~~of ☐the ~~Emerging~~registrant’s ~~growth~~executive ~~company~~officers ☒during the relevant recovery period pursuant to §240.10D-1(b). ☐

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~a ~~not~~shell tocompany ~~use~~(as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~12b-2 ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the Exchange Act). Yes ☐ No ☒

~~Indicate~~As byof ~~check~~June ~~mark~~30, ~~whether~~2023, ~~the~~there ~~registrant~~was ~~has~~no ~~filed~~established apublic ~~report~~market onfor ~~and~~the ~~attestation to its management~~registrant’s ~~assessment~~units. ofThe ~~the~~issuer ~~effectiveness~~had of26,710,775 ~~its~~units ~~internal~~outstanding ~~control~~as ~~over financial reporting under Section 404(b)~~ of ~~the~~February ~~Sarbanes-Oxley~~23, ~~Act (15 U~~2024.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒~~

IfAuditor ~~securities~~Firm ~~are~~Id: ~~registered~~185 ~~pursuant~~Auditor toName: ~~Section 12(b)~~KPMG ofLLP ~~the~~Auditor ~~Exchange~~Location: ~~Act~~New York, ~~indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐~~ NY

§240.10D-1(b). ☐Table of Contents

~~12b-2~~SCP PRIVATE CREDIT INCOME BDC LLC

AsFORM 10-K ofFOR ~~June 30,~~THE ~~2022,~~FISCAL ~~there~~YEAR ~~was~~ENDED noDECEMBER ~~established public market for the registrant’s units. The issuer had 22~~31,~~354,715~~ 2023

~~units~~TABLE ~~outstanding~~OF ~~as of February 24, 2023.~~ CONTENTS

Auditor Firm Id: 185 Auditor Name: KPMG LLP Auditor Location: New York, NY


	PAGE
PART I.
Item 1. Business	2
Item 1A. Risk Factors	25
Item 1B. Unresolved Staff Comments	56
Item 1C. Cybersecurity	56
Item 2. Properties	57
Item 3. Legal Proceedings	57
Item 4. Mine Safety Disclosures	57
PART II.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	58
Item 6. Reserved	58
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	69
Item 8. Financial Statements and Supplementary Data	70
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	94
Item 9A. Controls and Procedures	94
Item 9B. Other Information	94
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94
PART III.
Item 10. Directors, Executive Officers and Corporate Governance	95
Item 11. Executive Compensation	97
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	98
Item 13. Certain Relationships and Related Transactions, and Director Independence	99
Item 14. Principal Accountant Fees and Services	106
PART IV.
Item 15. Exhibits and Financial Statement Schedules	108
Item 16. Form 10-K Summary	109
Signatures	110

~~SCP~~PART ~~PRIVATE CREDIT INCOME BDC LLC~~ I

~~10-K~~Item 1. Business

~~TABLE~~SCP OFPrivate ~~CONTENTS~~Credit Income BDC LLC (the “Company”, “we”, “us” or “our”), a Delaware limited liability company formed in May 2018, is a closed-end, externally managed investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it applies the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to qualify annually, as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a BDC and a RIC, we are required to comply with certain regulatory requirements. SLR Capital Partners, LLC (the “Adviser” or “SLR”) serves as the Company’s investment adviser.

	PAGE
PART I.
Item 1. Business		1
Item 1A. Risk Factors		24
Item 1B. Unresolved Staff Comments		61
Item 2. Properties		62
Item 3. Legal Proceedings		62
Item 4. Mine Safety Disclosures		62
PART II.
Item 5. Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities		63
Item 6. Reserved		64
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		65
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		75
Item 8. Financial Statements and Supplementary Data		76
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		106
Item 9A. Controls and Procedures		106
Item 9B. Other Information		106
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		106
PART III.
Item 10. Directors, Executive Officers and Corporate Governance		107
Item 11. Executive Compensation		109
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters		110
Item 13. Certain Relationships and Related Transactions, and Director Independence		111
Item 14. Principal Accountant Fees and Services		119
PART IV.
Item 15. Exhibits and Financial Statement Schedules		120
Item 16. Form 10-K Summary		121
Signatures		122

The Company was established to provide investors with attractive long-term returns through investments made pursuant to its investment strategy (the Company’s investments in portfolio companies are referred to herein as “Portfolio Investments”).

~~Table~~The Company’s principal focus is to invest in first lien secured floating rate loans primarily to upper middle market private leveraged companies (generally, loan sizes of ~~Contents~~$100 million to $300 million to companies with earnings before interest, tax, depreciation and amortization (“EBITDA”) between approximately $25 million and $100 million) that have significant free cash flow and are in non-cyclical industries in which the Adviser has direct experience. In addition to senior secured loans to upper middle market companies, the Company may invest a portion of its assets in non-traditional asset-based loans and first lien loans to rapidly growing healthcare companies. The Company expects to capitalize on attractive illiquidity premiums, which are excess returns paid to investors in less liquid investments that the Company identifies through its due diligence and underwriting processes, across larger private corporate loan tranches and within several specialty lending markets. The Company also expects that some of its investments will contain delayed-draw term loan type features (which is a legally binding commitment by the Company to fund additional term loans to a borrower in the future) and/or other types of unfunded commitments. The Company expects to co-invest with other vehicles managed by SLR (the “SLR Funds”). The Company and the SLR Funds are under common control with SLR. There can be no assurance that the Company will be able to co-invest with such other funds, including as a result of legal restrictions and contractual restrictions and, as a result, the Company may not be able to meet its investment objective. The Company believes the potential scale resulting from co-investments with vehicles managed by SLR will provide the Company a significant advantage to source loans over other lenders that do not have the capital base to provide significant debt financing.

~~PART~~The IAdviser believes the broad experience of the Adviser’s senior investment team enables it to successfully identify, assess and structure customized senior secured loans, and to manage potential risk and return at all stages of the economic cycle. As an unlisted BDC, the Company is not subject to many of the regulatory limitations that govern traditional lending institutions such as banks. This lack of regulation allows the Adviser to be more flexible than regulated lending institutions in selecting and structuring investments, adjusting investment criteria, transaction structures and, in some cases, the types of securities in which the Company is expected to invest. The Adviser believes financial sponsors, management teams and investment banks see this flexibility as a benefit, making it an attractive financing partner. The Adviser believes that this approach enables it to procure attractive investment opportunities throughout the economic cycle so that it can make investments consistent with its stated investment objective even during turbulent periods in the capital markets.

~~Item 1~~Moreover, the Company may opportunistically seek to acquire investments in the secondary market at attractive and/or discounted prices, especially during periods of significant market volatility. ~~Business~~In analyzing such investments, the Company will employ a substantially similar analytical process as it uses for its primary investments as well as any prior knowledge of the target company.

~~closed-end~~The Adviser seeks to create a diverse, predominantly floating rate investment portfolio for the Company. There is no guarantee that the Company will achieve its goals or that even if achieved, an investment in the Company will result in gains to an investor. For the avoidance of doubt, any investment guidelines are based on total available capital including unfunded equity commitments from holders (“Unitholders”) of our units (“Units”).

The Company’s ~~was~~primary ~~established~~area toof ~~provide~~focus ~~investors~~is ~~with~~the ~~attractive~~U.S. ~~long-term~~markets. ~~returns~~The ~~through~~Company ~~investments~~will ~~made~~use ~~pursuant~~commercially reasonable efforts to ~~its~~not, ~~investment~~and ~~strategy~~the (Adviser will use commercially reasonable efforts to ensure that the Company’s ~~investments~~will innot, ~~portfolio~~make ~~companies~~any ~~are~~investments ~~referred~~or toconduct ~~herein~~any asactivities ~~“Portfolio~~outside ~~Investments”).~~of the U.S.

~~non-cyclical~~The Adviser — SLR Capital Partners, LLC

~~non-traditional~~SLR serves as the Company’s investment adviser pursuant to an investment management agreement with the Company (as amended, restated or otherwise modified from time to time, the “Investment Management Agreement”). Subject to the overall supervision of the Company’s Board of Directors (the “Board”), the Adviser is responsible for managing the Company’s business and activities, including

~~co-invest~~2

co-investTable of Contents

~~co-~~sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring the Company’s portfolio companies on an ongoing basis through a team of investment professionals. The managing members of the Adviser are Michael Gross and Bruce Spohler, who also oversee the Adviser’s investment committee (the “Investment Committee”).

The ~~Adviser~~Board ~~believes the broad experience~~ of the Adviser’s senior investment team enables it to successfully identify, assess and structure customized senior secured loans, and to manage potential risk and return at all stages of the economic cycle. As an unlisted BDC, the Company is not subject to many of the regulatory limitations that govern traditional lending institutions such as banks. This lack of regulation allows the Adviser to be more flexible than regulated lending institutions in selecting and structuring investments, adjusting investment criteria, transaction structures and, in some cases, the types of securities in which the Company is expected to invest. The Adviser believes financial sponsors, management teams and investment banks see this flexibility as a benefit, making it an attractive financing partner. The Adviser believes that this approach enables it to procure attractive investment opportunities throughout the economic cycle so that it can make investments consistent with its stated investment objective even during turbulent periods in the capital markets. Directors

~~Moreover,~~Overall responsibility for the Company’s ~~may~~operations ~~opportunistically~~rests ~~seek~~with tothe ~~acquire~~Board. ~~investments~~The Board is responsible for overseeing the Adviser and other service providers in our operations in accordance with the ~~secondary~~provisions ~~market~~of atthe ~~attractive~~1940 Act, applicable provisions of state and~~/or~~ ~~discounted~~other ~~prices~~laws, ~~especially~~and ~~during~~the ~~periods~~Limited Liability Company Agreement of ~~significant~~the ~~market~~Company ~~volatility.~~(as Inamended, ~~analyzing~~restated ~~such~~or ~~investments~~otherwise modified from time to time, the ~~Company~~“LLC ~~will~~Agreement”). ~~employ~~The aBoard ~~substantially~~currently ~~similar~~consists ~~analytical~~of ~~process~~five asmembers, itthree ~~uses~~of ~~for~~whom ~~its~~are ~~primary~~not ~~investments~~“interested persons” of SLR as ~~well~~defined in Section 2(a)(19) of the 1940 Act. The Company refers to these individuals as ~~any~~our ~~prior~~independent ~~knowledge~~directors. The Board elects officers, who serve at the discretion of the ~~target~~Board. ~~company~~The responsibilities of each director include, among other things, the oversight of investment activities, the quarterly valuation of assets, and oversight of financing arrangements. The Board has established an audit committee and a nominating and corporate governance committee and may establish additional committees in the future.

~~The~~Investment ~~Adviser~~Management seeks to create a diverse, predominantly floating rate investment portfolio for the Company. There is no guarantee that the Company will achieve its goals or that even if achieved, an investment in the Company will result in gains to an investor. For the avoidance of doubt, any investment guidelines are based on total available capital including unfunded equity commitments from holders (“Unitholders”) of our units (“Units”). Agreement

~~The~~Subject ~~Company’s~~to ~~primary~~the ~~area~~overall supervision of ~~focus~~the isBoard, the ~~U.S.~~Adviser ~~markets.~~manages ~~The~~the ~~Company~~investments ~~will~~of, ~~use~~and ~~commercially~~provide ~~reasonable~~certain ~~efforts~~services to ~~not~~, ~~and~~ the ~~Adviser~~Company ~~will~~pursuant ~~use commercially reasonable efforts~~ to ~~ensure that~~ the ~~Company~~Investment ~~will~~Management ~~not~~Agreement, ~~make any investments or conduct any activities outside of the U.S.~~ including:

(i)

1providing overall investment management services to the Company in accordance with the LLC Agreement and in accordance with the 1940 Act, including without limitation, sourcing, structuring, negotiating, underwriting, performing diligence, originating and disposing of investments of the Company;

(ii)

~~Table~~making ofinvestment ~~Contents~~decisions for the Company;

(iii)

~~The~~servicing ~~Adviser~~investments —including, ~~SLR~~without ~~Capital~~limitation, ~~Partners~~monitoring the investments and the creditworthiness of all issuers, ~~LLC~~developing and executing work out strategies where applicable;

(iv)

~~SLR~~overseeing ~~serves as~~ the ~~Company’s~~placement investment adviser pursuant to an investment management agreement with the Company (as amended, restated or otherwise modified from time to time, the “Investment Management Agreement”). Subject to the overall supervision of ~~the~~purchase ~~Company’s Board of Directors (the “Board”), the Adviser is responsible for managing the Company’s business~~ and ~~activities,~~sale ~~including~~orders ~~sourcing investment opportunities, conducting research, performing diligence~~ on ~~potential~~behalf ~~investments, structuring our investments, and monitoring the Company’s portfolio companies on an ongoing basis through a team~~ of ~~investment professionals. The managing members of~~ the ~~Adviser are Michael Gross and Bruce Spohler, who also oversee the Adviser’s investment committee (the “Investment Committee”).~~ Company;

(v)

~~The~~undertaking ~~Board~~certain compliance-related activities in respect of ~~Directors~~the Company in accordance with the investment objective;

(vi)

~~Overall~~providing ~~responsibility~~good ~~for~~faith ~~the~~valuations ~~Company’s~~of ~~operations~~investments ~~rests with the Board. The Board is responsible~~ for ~~overseeing~~which ~~the~~market ~~Adviser~~quotes and other service providers in our operations in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws, and the Limited Liability Company Agreement of the Company (as amended, restated or otherwise modified from time to time, the “LLC Agreement”). The Board currently consists of five members, three of whom are not ~~“interested~~readily ~~persons”~~available ofpursuant ~~SLR as defined in Section 2(a)(19) of the 1940 Act. The Company refers~~ to ~~these individuals as our independent directors. The Board elects officers, who serve at~~ the ~~discretion~~LLC of the Board. The responsibilities of each director include, among other things, the oversight of investment activities, the quarterly valuation of assets, and oversight of financing arrangements. The Board has established an audit committee and a nominating and corporate governance committee and may establish additional committees in the future. Agreement;

(vii)

~~Investment~~voting ~~Management~~proxies, ~~Agreement~~exercise rights, options, warrants, conversion privileges, and redemption privileges, and tender securities pursuant to a tender offer;

(viii)

~~Subject~~enter tointo ~~the~~agreements ~~overall~~and ~~supervision~~execute ofany ~~the~~documents ~~Board~~(e.g., ~~the~~any ~~Adviser~~loan ~~manages~~or ~~the~~credit ~~investments~~facility ofagreements), ~~and~~including ~~provide~~without ~~certain~~limitation, ~~services~~any ~~to,~~market ~~the~~and/or ~~Company~~industry ~~pursuant~~standard todocumentation ~~the~~and ~~Investment~~standard ~~Management~~representations ~~Agreement,~~contained ~~including:~~therein; and

(ix)

~~(i)~~ providing ~~overall~~periodic ~~investment~~and ~~management~~special ~~services~~reports to the Company inas accordance with the LLC Agreement and in accordance with the 1940 Act, including without limitation, sourcing, structuring, negotiating, underwriting, performing diligence, originating and disposing of investments of the Company;requested.

The Company and its special-purpose vehicles (iisuch as special-purpose vehicles used for credit facilities or tax blockers) ~~making~~engage or otherwise transact with one or more Service Providers (defined herein) in connection with their investment ~~decisions~~process, ~~for~~including in respect of Portfolio Investments. “Service Providers” include consultants (including in connection with the acquisition, management and disposition of Portfolio Investments), advisors, transaction finders or sources, operating partners, loan and other servicers, loan and other originators, property and other asset managers, investment bankers, valuation agents, pricing service providers, legal counsel, appraisers, industry or sector experts, joint venture partners and development partners, contract employees, outside legal counsel and/or temporary employees (as well as employees of any of the foregoing), whether working onsite or offsite. Any fees, costs, expenses and liabilities incurred in connection with services provided by Service Providers will be borne (directly or indirectly) by the Company;, subject to the cap on operating expenses, and will not offset Management Fees (defined herein), and such amounts may be substantial.

~~(iii)~~Investment ~~servicing~~Management ~~investments~~Agreement ~~including, without limitation, monitoring the investments and the creditworthiness of all issuers, developing and executing work out strategies where applicable;~~Term

~~(iv)~~Unless ~~overseeing~~terminated earlier as described below, the ~~placement~~Investment Management Agreement will remain in effect from year-to-year if approved annually by a majority of ~~purchase~~the Board or by the holders of a majority of our outstanding voting securities and, ~~sale~~in ~~orders~~each oncase, ~~behalf~~a majority of the ~~Company;~~independent directors.

~~(v)~~The ~~undertaking~~Investment ~~certain~~Management ~~compliance-related~~Agreement ~~activities~~will automatically terminate in ~~respect~~the event of its “assignment” within the ~~Company~~meaning inof the 1940 Act and related Securities and Exchange Commission (“SEC”) guidance and interpretations. In accordance with the ~~investment~~1940 ~~objective;~~Act, without payment of any penalty, we may terminate the Investment Management Agreement with the Adviser upon 60 days’ written notice. In addition,

~~(vi) providing good faith valuations of investments for which market quotes are not readily available pursuant to the LLC Agreement;~~3

(vii)Table votingof proxies, exercise rights, options, warrants, conversion privileges, and redemption privileges, and tender securities pursuant to a tender offer;Contents

~~(viii)~~without ~~enter~~payment ~~into~~of ~~agreements~~any ~~and~~penalty, ~~execute~~the ~~any~~Adviser ~~documents~~may ~~(e.g.,~~generally ~~any~~terminate ~~loan~~the orInvestment ~~credit~~Management ~~facility~~Agreement ~~agreements)~~upon 60 days’ written notice and, ~~including~~in ~~without~~certain ~~limitation~~circumstances, ~~any~~the ~~market~~Adviser ~~and/or~~may ~~industry~~only ~~standard~~be ~~documentation~~able ~~and~~to ~~standard~~terminate ~~representations~~the ~~contained~~Investment ~~therein;~~Management ~~and~~Agreement upon 120 days’ written notice.

~~(ix)~~Notwithstanding ~~providing~~the ~~periodic~~foregoing, at any time during the term of the Investment Management Agreement, the Adviser may assign the full and ~~special~~exclusive ~~reports~~authority and responsibility granted to it under the Investment Management Agreement to an investment adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company to enter into a new Investment Management Agreement. It is expected that (x) any new investment adviser would be a registered investment adviser under the Investment Advisers Act of 1940, as ~~requested~~amended (the “Advisers Act”), (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the Adviser and (z) certain of the investment professionals would continue to be responsible for managing the Company’s assets.

~~The~~Compensation Company and its special-purpose vehicles (such as special-purpose vehicles used for credit facilities or tax blockers) engage or otherwise transact with one or more Service Providers (defined herein) in connection with their investment process, including in respect of Portfolio Investments. “Service Providers” include consultants (including in connection with the acquisition, management and disposition of Portfolio Investments), advisors, transaction finders or sources, operating partners, loan and other servicers, loan and other originators, property and other asset managers, investment bankers, valuation agents, pricing service providers, legal counsel, appraisers, industry or sector experts, joint venture partners and development partners, contract employees, outside legal counsel and/or temporary employees (as well as employees of any of the foregoing), whether working onsite or offsite. Any fees, costs, expenses and liabilities incurred in connection with services provided by Service Providers will be borne (directly or indirectly) by the Company, subject to the cap on operating expenses, and will not offset Management Fees (defined herein), and such amounts may be substantial. Adviser

2Pursuant to the Investment Management Agreement we have entered into with the Adviser, we pay the Adviser a fee for investment advisory and management services consisting of two components: a base management fee and an incentive fee. The Adviser has also been appointed to provide administrative and coordination services to the Company (in such capacity, the “Administrative Coordinator”). We pay the Administrative Coordinator an administration fee for administrative and coordination services. The cost of the base management fee, the incentive fee, and the administration fee will ultimately be borne by our Unitholders.

~~Table~~Management Fees ofand ~~Contents~~Administration Fees

~~Investment~~The Company pays the Adviser a management fee (the “Management ~~Agreement~~Fee”), ~~Term~~calculated as of the close of business in New York, New York on the last day of each calendar quarter (each such date, the “Management Fee Calculation Date”), in an amount equal to 1.5% per annum of Invested Capital (defined as, as of any date, the sum of (i) capital contributions to the Company plus (ii) the total amount of credit drawn on subscription credit facilities), and payable quarterly in arrears after such Management Fee Calculation Date.

~~from year-~~The Company pays the Administrative Coordinator, a fee (the “Administration Fee”), calculated as of the close of business in New York, New York on the last day of each calendar quarter (the “Administration Fee Calculation Date”), in an amount equal to 0.08% per annum of the average Cost Basis (defined as, as of any date, the aggregate accreted and amortized cost of all portfolio investments (including (i) any amounts reinvested in portfolio investments and (ii) the cost of portfolio investments acquired using leverage), as measured on the last day of the preceding quarter and the last day of the current quarter for the period ended and payable quarterly in arrears after such Administration Fee Calculation Date. The Administration Fee does not offset any fees paid to the Adviser. The Administrative Coordinator is responsible for all expenses of its own staff responsible for (i) certain on-~~year~~going, routine, non-investment-related administrative services for the Company, (ii) the coordination of various third party services needed or required by the Company and (iii) certain Unitholder servicing functions.

~~The~~Each ~~Investment~~of the Management ~~Agreement~~Fee ~~will~~and ~~automatically terminate in~~ the ~~event~~Administration ofFee ~~its~~are ~~“assignment”~~appropriately ~~within~~adjusted ~~the~~for ~~meaning~~any ofstub ~~the~~period. ~~1940~~Such ~~Act~~fees ~~and~~are ~~related~~paid ~~Securities~~out ~~and~~of ~~Exchange~~net ~~Commission~~current ~~(“SEC”)~~income ~~guidance~~ and/or ~~interpretations.~~disposition Inproceeds ~~accordance~~or, ~~with~~to the ~~1940~~extent ~~Act,~~such ~~without~~amounts ~~payment~~are ofnot ~~any penalty~~available, wefrom ~~may~~unfunded ~~terminate~~capital ~~the~~commitments ~~Investment~~that ~~Management~~will ~~Agreement~~be ~~with~~drawn ~~the Adviser upon 60 days’ written notice. In addition~~down, ~~without~~or ~~payment~~borrowings of ~~any~~the ~~penalty,~~Company. ~~the~~The Adviser ~~may~~reserves ~~generally terminate~~ the ~~Investment~~right, ~~Management Agreement~~ upon ~~60 days’~~approval ~~written~~of ~~notice~~the ~~and~~Board, ~~in certain circumstances, the Adviser may only be able~~ to ~~terminate~~waive the ~~Investment~~ Management ~~Agreement~~Fee ~~upon~~and ~~120~~the ~~days’ written notice.~~ Administrative

~~Notwithstanding~~Coordinator reserves the ~~foregoing~~right, atupon ~~any~~approval ~~time during the term~~ of the ~~Investment Management Agreement~~Board, ~~the Adviser may assign the full and exclusive authority and responsibility granted~~ to itwaive ~~under~~ the ~~Investment~~Administration ~~Management~~Fee ~~Agreement~~ to anwhich ~~investment~~each adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company to enter into a new Investment Management Agreement. It is ~~expected~~entitled ~~that~~in ~~(x) any~~respect ~~new investment adviser would be a registered investment adviser under the Investment Advisers Act~~ of ~~1940,~~all as amended (the “Advisers Act”), (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the Adviser and (z) certain of the investment professionals would continue to be responsible for managing the CompanyUnitholders’s ~~assets~~Units.

~~Compensation~~Incentive ~~of Adviser~~ Fee

~~Pursuant~~The toCompany ~~the~~makes ~~Investment~~distributions ~~Management~~out ~~Agreement~~of wetwo ~~have~~categories: ~~entered~~Current ~~into~~Proceeds ~~with~~and ~~the~~Disposition ~~Adviser,~~Proceeds we(collectively ~~pay~~referred ~~the~~to ~~Adviser~~as a“Investment ~~fee~~Proceeds”). ~~for~~“Disposition ~~investment~~Proceeds” ~~advisory~~means ~~and~~all ~~management~~amounts ~~services~~received ~~consisting~~by the Company upon the disposition of ~~two~~an ~~components:~~investment, aincluding ~~base~~full ~~management~~or ~~fee~~partial ~~and~~repayments anor ~~incentive~~amortization ~~fee~~of principal (but excluding Current Proceeds). ~~The~~“Current ~~Adviser~~Proceeds” ~~has~~means ~~also~~all ~~been~~proceeds ~~appointed~~from toinvestments, ~~provide~~including ~~administrative~~interest ~~and~~income, ~~coordination~~fee ~~services~~income, towarrant ~~the~~gains, ~~Company~~prepayment ~~(in~~fees ~~such~~and ~~capacity~~exit fees, ~~the~~other ~~“Administrative~~than ~~Coordinator”)~~Disposition Proceeds. WeThe ~~pay~~Adviser ~~the~~apportions ~~Administrative~~each ~~Coordinator~~Unitholder’s anpro ~~administration~~rata ~~fee~~share ~~for~~of ~~administrative~~Investment Proceeds between Disposition Proceeds and ~~coordination~~Current ~~services~~Proceeds. ~~The~~Amounts ~~cost~~ of ~~the~~Investment ~~base~~Proceeds ~~management~~apportioned ~~fee~~to Unitholders are divided between and distributed to Unitholders, on the ~~incentive~~one ~~fee~~hand, and the ~~administration~~Adviser, ~~fee~~on ~~will~~the ~~ultimately~~other behand, ~~borne~~in bythe ~~our~~following ~~Unitholders.~~amounts and order of priority:

(i)

~~Management~~Disposition ~~Fees~~Proceeds apportioned to Unitholders shall be divided between and ~~Administration~~distributed ~~Fees~~to Unitholders, on the one hand, and paid to the

~~per annum~~4

Table perof annumContents

Adviser as an Incentive Fee, on~~-going~~ the other hand, in the following amounts and order of priority:

(A)

~~non-investment-related~~Return of Capital Contributions. First, 100% to such Unitholder until such Unitholder has received cumulative distributions of Investment Proceeds pursuant to this clause (i)(A) equal to such Unitholder’s total Capital Contributions to the Company (including amounts contributed to pay Management Fees, Administration Fees, Organizational Expenses (as defined below) and other Company expenses);

(B)

~~Each~~Unitholder ofPreferred ~~the~~Return. ~~Management~~Second, ~~Fee~~100% ~~and~~of ~~the~~all ~~Administration~~remaining ~~Fee~~Disposition ~~are~~Proceeds ~~appropriately~~to ~~adjusted~~Unitholders ~~for~~until ~~any~~they ~~stub~~have ~~period.~~each ~~Such~~received ~~fees~~cumulative ~~are~~distributions ~~paid out~~ of ~~net~~Investment ~~current~~Proceeds, ~~income~~without ~~and/or disposition proceeds or~~duplication, pursuant to ~~the~~this ~~extent~~clause ~~such~~(B) ~~amounts~~and ~~are~~clause ~~not~~(D) ~~available,~~below ~~from~~and ~~unfunded~~pursuant ~~capital~~to ~~commitments~~clause ~~that~~(ii) ~~will~~(A) beand ~~drawn~~clause ~~down,~~(ii)(C) orbelow ~~borrowings~~equal ofto ~~the~~6% ~~Company.~~per ~~The~~annum, ~~Adviser~~compounded ~~reserves the right~~annually, ~~upon~~on ~~approval~~such ofUnitholder’s ~~the~~unreturned ~~Board,~~capital contributions to ~~waive~~ the ~~Management~~Company ~~Fee~~(including ~~and~~amounts ~~the~~contributed ~~Administrative~~to ~~Coordinator~~pay ~~reserves~~Management ~~the right~~Fees, ~~upon~~Administration ~~approval of the Board~~Fees, toOrganizational ~~waive~~Expenses ~~the~~and ~~Administration~~other ~~Fee~~Company toexpenses) ~~which~~(the ~~each~~“Preferred ~~is entitled in respect of all Unitholders’ Units.~~ Return”);

(C)

3Adviser Catch Up to 15%. Third, 80% of all remaining Disposition Proceeds paid to the Adviser as an Incentive Fee until the Adviser has received payments of Investment Proceeds with respect to Unitholders pursuant to this clause (C) and clause (ii)(B) equal to 15% of the total amounts distributed to Unitholders and paid to the Adviser pursuant to clause (B) above and this clause (C) and pursuant to clause (ii)(A) and clause (ii)(B); and

(D)

~~Table~~85%/15% ofShares. ~~Contents~~Thereafter, 85% to Unitholders and 15% paid to the Adviser as an Incentive Fee.

(ii)

~~Incentive~~Current ~~Fee~~Proceeds apportioned to Unitholders shall be divided between and distributed to Unitholders, on the one hand, and paid to the

~~The~~Adviser ~~Company makes distributions out of two categories: Current Proceeds and Disposition Proceeds (collectively referred to~~ as ~~“Investment Proceeds”). “Disposition Proceeds” means all amounts received by the Company upon the disposition of~~ an ~~investment,~~Incentive ~~including full or partial repayments or amortization of principal (but excluding Current Proceeds). “Current Proceeds” means all proceeds from investments~~Fee, including interest income, fee income, warrant gains, prepayment fees and exit fees, other than Disposition Proceeds. The Adviser apportions each Unitholder’s pro rata share of Investment Proceeds between Disposition Proceeds and Current Proceeds. Amounts of Investment Proceeds apportioned to Unitholders are divided between and distributed to Unitholders, on the ~~one hand, and the Adviser, on the~~ other hand, in the following amounts and order of priority:

(A)

~~(i)~~Unitholder ~~Disposition~~Preferred ~~Proceeds~~Return. ~~apportioned~~First, to100% ~~Unitholders~~of ~~shall~~all beCurrent ~~divided~~Proceeds ~~between~~to ~~and~~Unitholders ~~distributed~~until to Unitholders, onhave ~~the~~received ~~one~~cumulative ~~hand~~distributions of Investment Proceeds, ~~and~~without ~~paid~~duplication, pursuant to ~~the~~this ~~Adviser~~clause as(A) anand ~~Incentive~~clause ~~Fee,~~(C) onbelow ~~the~~and ~~other~~pursuant ~~hand,~~to inclause ~~the~~(i)(B) ~~following~~and ~~amounts~~clause ~~and~~(i)(D) ~~order~~equal ofto ~~priority:~~the Preferred Return;

(B)

~~Return~~Adviser Catch Up to 15%. Second, 80% of ~~Capital~~all ~~Contributions~~remaining Current Proceeds paid to the Adviser as an Incentive Fee until the Adviser has received payments of Investment Proceeds with respect to Unitholders pursuant to this clause (B) and clause (i)(C) equal to 15% of the total amounts distributed to Unitholders and paid to the Adviser pursuant to clause (A) above and this clause (B) and pursuant to Section clause (i)(B) and clause (i)(C); and

(C)

~~Unitholder~~85%/15% ~~Preferred~~Units. ~~Return~~Thereafter, 85% to Unitholders and 15% paid to the Adviser as an Incentive Fee.

~~Preferred~~In ~~Return~~no event will the Adviser receive amounts attributable to Disposition Proceeds that, as of any distribution or payment date, exceeds 20% of cumulative realized capital gains net of all cumulative realized capital losses and unrealized capital depreciation.

The Adviser ~~Catch~~has Upthe right with respect to ~~15%~~all Unitholders, upon approval of the Company’s independent directors, to waive or reduce the incentive fee to which it is entitled. The Adviser may also elect not to receive all or any portion of the incentive fee that would otherwise be distributed to it, and may cause any or all amounts subsequently available for distribution to the Unitholders to be distributed to the Adviser until it has received the same aggregate amount of incentive fees had it not previously waived receipt of incentive fees.

~~85%/15%~~The Adviser is entitled to withhold from any distributions, in its discretion, any required tax withholdings. Amounts of taxes paid or withheld from amounts otherwise distributable to a Unitholder is deemed distributed for purposes of the calculations above.

~~Shares~~Limitation of Liability and Indemnification

The Investment Management Agreement provides that the Adviser (iiwhich includes, for all purposes of this paragraph, its members, principals, officers, managers, investors, employees and other representatives and agents and entities controlling, controlled by or under common control with the Adviser) ~~Current~~will ~~Proceeds~~not ~~apportioned~~be liable to the Company or to the Unitholders ~~shall~~for beany ~~divided~~loss ~~between~~suffered by the Company or the Unitholders which arises out of any action or inaction of the Adviser taken or made by the Adviser in good faith and ~~distributed~~in the belief that such action or inaction is in or is not contrary to ~~Unitholders~~the best interests of the Company, onexcept for any loss resulting from fraud, willful misfeasance, gross negligence or reckless disregard of the ~~one~~duties ~~hand~~of the Adviser in the conduct of the Adviser’s office, and ~~paid~~except toas otherwise required by applicable law. In addition, the Company will indemnify and hold harmless the Adviser, asto anthe ~~Incentive~~fullest ~~Fee~~extent permitted by applicable law, onagainst any loss resulting from claims or threatened claims with respect to the ~~other~~Adviser’s ~~hand~~performance or non-performance of its obligations pursuant to the Investment Management Agreement, inexcept for any such loss resulting from fraud, willful misfeasance, gross negligence or reckless disregard of duties of the ~~following~~Adviser ~~amounts~~in ~~and~~the ~~order~~conduct of ~~priority:~~the Adviser’s office.

~~Unitholder Preferred Return~~5

AdviserTable Catchof Up to 15%Contents

~~85%/15%~~Adviser ~~Units~~Clawback

InUpon liquidation of the Company, the Adviser will be required to restore funds to the Company for distribution to the Unitholders if and to the extent that the Adviser has received cumulative incentive fees in excess of the incentive fees that would have been payable to the Adviser on an aggregate basis covering all transactions of the Company; provided, however, that in no event will the Adviser ~~receive~~be ~~amounts~~required ~~attributable~~to contribute an aggregate amount in excess of 100% of the net amount distributed to ~~Disposition~~the ~~Proceeds~~Adviser (net of taxes) on account of its incentive fees. In addition, the Adviser will apply an interim incentive fee adjustment at the end of each fiscal year so that, asin the event of any over-distribution orof ~~payment~~incentive fee to the Adviser (measured with respect to each Unitholder using the fair value of the Company’s portfolio at the end of the applicable fiscal year as if the Company were to liquidate on such date), ~~exceeds~~future ~~20%~~distributions ofthat ~~cumulative~~would, ~~realized~~absent ~~capital~~such ~~gains~~interim incentive fee adjustment, otherwise be distributed to the Adviser as an incentive fee, shall be distributed to such Unitholder until such over-distribution (net of ~~all~~taxes ~~cumulative~~payable ~~realized~~by ~~capital~~the ~~losses~~Adviser ~~and~~with ~~unrealized~~respect ~~capital~~to ~~depreciation.~~such incentive fee) has been eliminated.

~~The~~Administration Adviser has the right with respect to all Unitholders, upon approval of the Company’s independent directors, to waive or reduce the incentive fee to which it is entitled. The Adviser may also elect not to receive all or any portion of the incentive fee that would otherwise be distributed to it, and may cause any or all amounts subsequently available for distribution to the Unitholders to be distributed to the Adviser until it has received the same aggregate amount of incentive fees had it not previously waived receipt of incentive fees. Services

Pursuant to the Investment Management Agreement, the Adviser has also been appointed as Administrative Coordinator to provide administrative and coordination services to the Company. The Administrative Coordinator supervises or provides the Company’s administrative services, including operational trade support, net asset value calculations, financial reporting, fund accounting, registrar and transfer agent services. The Administrative Coordinator provides assistance to the Adviser isin ~~entitled~~connection with communicating with investors and other persons with respect to ~~withhold~~the ~~from~~Company. ~~any~~The ~~distributions~~Administrative Coordinator, when acting in its ~~discretion~~administrative capacity, ~~any~~will ~~required~~not ~~tax~~provide ~~withholdings.~~any ~~Amounts~~investment ofadvisory ~~taxes~~or ~~paid~~investment ormanagement ~~withheld~~services ~~from~~to ~~amounts~~the ~~otherwise~~Company. ~~distributable~~Pursuant to athe ~~Unitholder~~Investment isManagement ~~deemed~~Agreement, ~~distributed~~the ~~for~~Company ~~purposes~~pays ofthe Administrative Coordinator the ~~calculations~~Administration ~~above.~~Fee for its services.

4The Investment Management Agreement contains limitations on liability and indemnifications in favor of the Administrative Coordinator, provided that the Administrative Coordinator’s actions do not constitute fraud, bad faith, gross negligence or willful misconduct (collectively, “Wrongful Conduct”). The Administrative Coordinator’s liability to the Company is subject to an overall cap (except where the Administrative Coordinator has engaged in Wrongful Conduct). In the event that the Administrative Coordinator is terminated or resigns as the administrative coordinator to the Company, the Board reserves the ability to appoint one or more different or replacement administrative coordinators in its sole discretion at any time without notice to the Unitholders, or to assume the Administrative Coordinator’s role on the same or similar terms in providing administration services to the Company.

~~Table~~Concurrently with the review and approval of ~~Contents~~the Investment Management Agreement, our Board will review and approve the engagement of the Administrative Coordinator on an annual basis. In connection with such approval, the Board, including a majority of independent directors, reviews the engagement of the Administrative Coordinator to determine that the relevant provisions of the Investment Management Agreement are carried out satisfactorily and to determine, among other things, whether the fees payable to the Administrative Coordinator are reasonable in light of the services provided. The Board also considers the possibility of obtaining such services from a different third party and whether any other third party service provider would be capable of providing all such services at comparable cost, quality and timeliness.

~~Limitation~~Payment of ~~Liability~~Our ~~and~~Expenses ~~Indemnification~~under the Investment Management Agreement

The Company (directly or ~~non-performance of~~ indirectly) bears:

(i)

~~Adviser~~all ~~Clawback~~of its fees, costs, expenses and liabilities, all of its investment-related fees, costs, expenses and liabilities (including with respect to amounts incurred prior to the Company’s initial closing) and all of its other operating fees, costs, expenses and liabilities, including all fees, due diligence costs and other fees, costs, expenses and liabilities related to the identification, sourcing, evaluation, pursuit, acquisition, holding, appraisals, asset management, restructuring and disposing of investments, including all reasonable travel-related fees, costs, expenses and liabilities, including lodging and meals, all fees, costs, expenses and liabilities of legal counsel and financial and other advisers incurred in connection therewith, all fees, costs, expenses and liabilities of information technology services relating to the ongoing management of investments, and all other investment-related fees, costs, expenses and liabilities (to the extent not reimbursed by the relevant portfolio company);

(ii)

~~Upon~~all ~~liquidation~~fees, ~~of the Company~~costs, ~~the~~expenses ~~Adviser~~and ~~will~~liabilities berelated ~~required~~ to ~~restore~~any ~~funds~~audits toor ~~the~~agreed ~~Company~~upon ~~for~~procedures, ~~distribution~~tax toforms ~~the~~and ~~Unitholders~~return ifpreparations and to the extent that the Adviser has received cumulative incentive fees in excess of the incentive fees that would have been payable to the Adviser on an aggregate basis covering all transactions of the Company; providedfilings, ~~however,~~custodian ~~that in no event will the Adviser be required to contribute an aggregate amount in excess of 100% of the net amount distributed to the Adviser (net of taxes) on account of its incentive~~ fees. Inand ~~addition~~expenses, ~~the~~fund ~~Adviser will apply an interim incentive fee adjustment at the end of each fiscal year so that~~accounting, inadministrator the event of any over-distribution of incentive fee to the Adviser (measured with respect to each Unitholder using the fair value of the Company’s portfolio at the end of the applicable fiscal year as if the Company were to liquidate on such date)services, ~~future~~financial ~~distributions~~statement ~~that~~preparation ~~would,~~and ~~absent such interim incentive fee adjustment~~reporting, ~~otherwise~~web beservices ~~distributed~~for to the ~~Adviser~~benefit asof ~~an incentive fee~~Unitholders, ~~shall~~delivery becosts ~~distributed~~and toexpenses ~~such~~in ~~Unitholder~~connection ~~until such over-distribution (net of taxes payable by the Adviser~~ with ~~respect~~reporting toobligations ~~such~~and ~~incentive~~communications ~~fee)~~and ~~has~~compliance ~~been eliminated.~~ services;

(iii)

~~Administration~~all ~~Services~~fees, costs, expenses and liabilities relating to insurance policies (including director and officer liability insurance) maintained by or for the Company, including in respect of Portfolio Investments and/or personnel of the Adviser, the Administrative Coordinator and their affiliates;

Pursuant to the Investment Management Agreement, the Adviser has also been appointed as Administrative Coordinator to provide administrative and coordination services to the Company. The Administrative Coordinator supervises or provides the Company’s administrative services, including operational trade support, net asset value calculations, financial reporting, fund accounting, registrar and transfer agent services. The Administrative Coordinator provides assistance to the Adviser in connection with communicating with investors and other persons with respect to the Company. The Administrative Coordinator, when acting in its administrative capacity, will not provide any investment advisory or investment management services to the Company. Pursuant to the Investment Management Agreement, the Company pays the Administrative Coordinator the Administration Fee for its services. 6

TheTable Investment Management Agreement contains limitations on liability and indemnifications in favor of the Administrative Coordinator, provided that the Administrative Coordinator’s actions do not constitute fraud, bad faith, gross negligence or willful misconduct (collectively, “Wrongful Conduct”). The Administrative Coordinator’s liability to the Company is subject to an overall cap (except where the Administrative Coordinator has engaged in Wrongful Conduct). In the event that the Administrative Coordinator is terminated or resigns as the administrative coordinator to the Company, the Board reserves the ability to appoint one or more different or replacement administrative coordinators in its sole discretion at any time without notice to the Unitholders, or to assume the Administrative Coordinator’s role on the same or similar terms in providing administration services to the Company. Contents

(iv)

Concurrently with the review and approval of the Investment Management Agreement, our Board will review and approve the engagement of the Administrative Coordinator on an annual basis. In connection with such approval, the Board, including a majority of independent directors, reviews the engagement of the Administrative Coordinator to determine that the relevant provisions of the Investment Management Agreement are carried out satisfactorily and to determine, among other ~~things,~~administrative ~~whether the~~ fees, payable to the Administrative Coordinator are reasonable in light of the services provided. The Board also considers the possibility of obtaining such services from a different third party and whether any other third party service provider would be capable of providing all such services at comparable costcosts, ~~quality~~ and ~~timeliness.~~ liabilities;

(v)

5all fees, costs, expenses and liabilities of brokers, transaction finders and other intermediaries, including brokerage commissions and spreads, and all other transaction-related fees, costs, expenses and liabilities, including reverse break-up fees

(vi)

~~Table~~all offees, ~~Contents~~costs, expenses and liabilities relating to derivatives and hedging transactions;

(vii)

~~Payment~~all principal amounts of, ~~Our~~and ~~Expenses~~interest ~~under~~expense on, borrowings and guarantees, and all other fees, costs, expenses and liabilities arising out of borrowings and guarantees, including the ~~Investment~~arranging ~~Management~~and ~~Agreement~~maintenance thereof, whether incurred by the Company or incurred or facilitated by a special purpose vehicle that makes Portfolio Investments;

(viii)

~~The~~Management ~~Company~~Fees; ~~(directly or indirectly) bears:~~

(ix)

~~(i)~~Administration all of its fees, costs, expenses and liabilities, all of its investment-related fees, costs, expenses and liabilities (including with respect to amounts incurred prior to the Company’s initial closing) and all of its other operating fees, costs, expenses and liabilities, including all fees, due diligence costs and other fees, costs, expenses and liabilities related to the identification, sourcing, evaluation, pursuit, acquisition, holding, appraisals, asset management, restructuring and disposing of investments, including all reasonable travel-related fees, costs, expenses and liabilities, including lodging and meals, all fees, costs, expenses and liabilities of legal counsel and financial and other advisers incurred in connection therewith, all fees, costs, expenses and liabilities of information technology services relating to the ongoing management of investments, and all other investment-related fees, costs, expenses and liabilities (to the extent not reimbursed by the relevant portfolio company)Fees;

(x)

~~(ii)~~ all fees, costs, expenses and liabilities ~~related~~incurred tothrough ~~any~~the ~~audits~~use or ~~agreed~~engagement upon procedures, tax forms and return preparations and filings, custodian fees and expenses, fund accounting, administrator services, financial statement preparation and reporting, web services for the benefit of ~~Unitholders,~~Service ~~delivery costs and expenses in connection with reporting obligations and communications and compliance services~~Providers;

(xi)

~~(iii)~~ all ~~fees~~taxes, ~~costs~~fees, ~~expenses~~penalties and ~~liabilities~~other ~~relating~~governmental tocharges ~~insurance~~levied ~~policies~~against ~~(including director and officer liability insurance) maintained by or for~~ the Company, ~~including in respect of Portfolio Investments~~ and~~/or~~ ~~personnel~~all offees, ~~the~~costs, ~~Adviser~~expenses, ~~the~~penalties ~~Administrative~~and ~~Coordinator~~liabilities ~~and~~related ~~their~~to ~~affiliates~~tax compliance;

(xii)

~~(iv)~~all ~~other administrative~~ fees, costs, expenses and liabilities of the Company’s legal counsel related to extraordinary matters, including expenses for any dispute resolution (including litigation and regulatory-related legal expenses);

(xiii)

~~(v)~~ all fees, costs, expenses and liabilities ofrelating ~~brokers,~~to ~~transaction~~legal ~~finders~~ and ~~other~~regulatory ~~intermediaries~~filings, including ~~brokerage~~securities ~~commissions~~law ~~and~~filings ~~spreads,~~relating ~~and~~to ~~all other transaction-related fees, costs, expenses and liabilities, including reverse break-up fees~~Portfolio

~~(vi) all fees, costs, expenses and liabilities relating to derivatives and hedging transactions~~Investments;

(xiv)

~~(vii)~~ all ~~principal amounts of, and interest expense on, borrowings and guarantees, and all other~~ fees, costs, expenses and liabilities ~~arising~~related ~~out~~to ~~of borrowings and guarantees, including~~ the ~~arranging and maintenance thereof, whether incurred by the~~ Company’s orindemnification ~~incurred~~ or ~~facilitated~~contribution ~~by a special purpose vehicle that makes Portfolio Investments~~obligations;

(xv)

all fees, costs, expenses and liabilities for subscription services (~~viii)~~to ~~Management~~the ~~Fees~~extent such subscription is required by the general partner of the Access Fund (as defined below));

(xvi)

~~(ix)~~any ~~Administration~~required ~~Fees~~regulatory filings and related legal fees;

(xvii)

~~(x)~~ all fees, costs, expenses and liabilities ~~incurred~~of ~~through~~liquidating the ~~use or engagement of Service Providers~~Company;

(xviii)

~~(xi)~~transfer ~~all~~agent ~~taxes,~~services; ~~fees, penalties~~ and ~~other governmental charges levied against the Company and all fees, costs, expenses, penalties and liabilities related to tax compliance;~~

(xix)

~~(xii)~~any ~~all~~other fees, costs, expenses and liabilities ofnot ~~the~~specifically ~~Company’s~~assumed ~~legal~~by ~~counsel~~the ~~related~~Adviser toor ~~extraordinary~~the ~~matters,~~Administrative ~~including expenses for any dispute resolution (including litigation and regulatory-related legal expenses);~~Coordinator.

In addition, the aggregate amount of the operating expenses relating to Unitholders investing directly in the Company set forth in clauses (~~xiii~~ii)-(iv) ~~all~~and ~~fees,~~the ~~costs,~~operating expenses included in sub-clauses (xiii) and ~~liabilities~~(xvi) ~~relating~~related to ~~legal~~U.S. regulatory bodies above borne by the Company (directly or indirectly) will not exceed the following limits in any fiscal year: (A) if the Company has less than or equal to $400 million in commitments of capital (each a “Commitment”), an amount equal to the sum of (x) the product of the Commitments and ~~regulatory~~0.0025 ~~filings~~and (y) $1.25 million, ~~including~~or ~~securities~~(B) ~~law~~if ~~filings~~the ~~relating~~Company has greater than $400 million in Commitments, $2.25 million (such figure, the “Operating Expense Cap”). Any amount in excess of the Operating Expense Cap for any fiscal year will be paid by the Adviser. Solely by way of example, if Commitments equal $350 million, the Operating Expense Cap will be equal to ~~Portfolio~~$2.125 ~~Investments;~~million. For the avoidance of doubt, the Operating Expense Cap will not apply to any fees, costs, expenses and liabilities allocable to persons investing indirectly in the Company through any Unitholder.

~~(xiv)~~For ~~all~~the ~~fees~~avoidance of doubt, the Company will not bear the costs, ~~expenses~~of ~~and~~any ~~liabilities~~third-party ~~related~~valuation toagent engaged solely for purposes of valuing the ~~Company’s~~net ~~indemnification~~asset orvalue ~~contribution~~of ~~obligations;~~the Company.

~~(xv)~~The ~~all~~Adviser or Administrative Coordinator and/or their affiliates had advanced organizational and offering expenses to the Company, which include organizational fees, costs, expenses and liabilities ~~for~~of ~~subscription~~the ~~services~~Company, ~~(to~~including ~~the~~legal ~~extent~~expenses, ~~such~~incurred ~~subscription~~in isconnection ~~required~~with bythe initial offering of Units and the ~~general~~formation ~~partner~~and establishment of the ~~Access~~Company ~~Fund~~(the “Organizational Expenses”). The Adviser or Administrative Coordinator (asor ~~defined~~such ~~below~~affiliate)); will be reimbursed by the Company for such advanced expenses in an amount not to exceed $0.5 million. $0.3 million of offering expenses were charged to capital and $0.1 million of organizational costs were expensed in 2019.

~~(xvi)~~Placement ~~any required regulatory filings and related legal fees;~~Agreement

The Company has retained certain third parties to find potential investors (~~xvii)~~each ~~all~~a ~~fees,~~“Placement ~~costs,~~Agent”). ~~expenses~~If ~~and~~an ~~liabilities~~investor ofpurchases ~~liquidating~~through ~~the~~a ~~Company;~~Placement

~~(xviii)~~Agent, ~~transfer~~the ~~agent~~Adviser ~~services;~~may ~~and~~be subject to finder-related fees, the arrangements of which are set forth in detail in our Private Placement Memorandum.

6 7

~~(xix)~~Use ~~any~~of ~~other fees, costs, expenses and liabilities not specifically assumed by the Adviser or the Administrative Coordinator.~~Name

~~sub~~Pursuant to the LLC Agreement, SLR has granted us a non-~~clauses~~exclusive license to use the name “SLR Capital Partners” or “SCP” as the name of the Company and in connection with the marketing and operation of the Company. We have a right to use the SLR name for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “SLR” name or logo.

~~For~~Market ~~the avoidance of doubt, the Company will not bear the costs of any third-party valuation agent engaged solely for purposes of valuing the net asset value of the Company.~~ Opportunity

The ~~Adviser~~Company orfocuses ~~Administrative~~on ~~Coordinator~~providing ~~and/or~~private ~~their~~corporate ~~affiliates~~loans ~~had advanced organizational and offering expenses~~ to ~~the~~upper ~~Company,~~middle ~~which~~market ~~include~~companies ~~organizational fees, costs, expenses and liabilities of the Company, including legal expenses, incurred~~ in ~~connection with~~ the ~~initial~~United ~~offering of Units and the formation and establishment of the Company (the “Organizational Expenses”)~~States. ~~The~~We ~~Adviser~~believe orthat ~~Administrative Coordinator (or such affiliate) will be reimbursed by~~ the Company ~~for~~is ~~such~~well-positioned ~~advanced expenses in an amount not~~ to ~~exceed~~provide ~~$500,000.~~a ~~$307,563~~superior ofrisk-adjusted ~~offering~~return ~~expenses~~relative ~~were charged~~ to ~~capital~~publicly ~~and~~traded ~~$83,589~~corporate ofbonds ~~organizational~~and ~~costs~~loans ~~were~~for ~~expensed~~the infollowing ~~2019.~~ reasons:

•

~~Placement~~Favorable ~~Agreement~~long-term supply-demand dynamics in middle market lending which benefit lenders

•

~~The~~Robust ~~Company~~demand ~~has~~for ~~retained~~debt ~~certain~~capital ~~third parties~~ to ~~find~~fund ~~potential~~private ~~investors~~equity (each a “Placement Agent”). If an investor purchases through a Placement Agent, the Adviser may be subject to finder-related fees, the arrangements of which are set forth in detail in our Private Placement Memorandum. transactions

•

~~Use~~Middle ofmarket ~~Name~~debt capital raised in the last few years is not expected to meet demand

~~a non-exclusive license~~Premium pricing in private corporate loans over public high yield and syndicated leveraged loans

~~Market~~Capturing ~~Opportunity~~illiquidity premiums: The illiquid nature of private corporate loans results in lenders earning an “illiquidity premium” over public high yield and syndicated leveraged loans.

~~The~~Capturing ~~Company~~size ~~focuses~~and onrisk ~~providing~~premium: ~~private~~Middle ~~corporate~~market ~~loans~~lenders also typically receive a premium relative to ~~upper~~larger ~~middle~~company ~~market~~loan ~~companies~~investors to compensate them for investing in ~~the~~smaller ~~United~~companies ~~States~~and in niche industries. WeMiddle ~~believe~~market ~~that~~companies ~~the~~tend ~~Company~~to isbe ~~well-positioned~~less followed by investors and research analysts and typically have lower ratings from ratings agencies due to ~~provide~~their size. As a ~~superior~~result, ~~risk-adjusted~~we ~~return~~expect ~~relative~~that tothere ~~publicly~~will ~~traded~~be ~~corporate~~a ~~bonds~~smaller ~~and~~investor ~~loans~~base ~~for~~while ~~the~~demand ~~following~~will ~~reasons:~~remain robust, resulting in premium pricing for middle market borrowers.

•Capitalizing ~~Favorable~~on ~~long-term~~market ~~supply~~inefficiencies: We believe that the market investing inefficiencies are greater in the private middle market, which allows lenders to capture higher risk-~~demand~~adjusted ~~dynamics~~returns. We believe that, among others, the drivers of middle market inefficiencies include the following: information asymmetry, the analytical complexity in evaluating private middle market ~~lending~~companies, ~~which~~the ~~benefit~~need for long-dated capital that typically requires higher return expectation, fewer and more sophisticated lenders, and the requirement to underwrite to maturity as opposed to a trade.

•Stronger ~~Robust~~underwriting ~~demand~~process ~~for~~in ~~debt~~private ~~capital~~corporate toloans ~~fund~~versus ~~private~~public ~~equity~~high ~~transactions~~yield and syndicated leveraged loans

•Deeper ~~Middle~~due ~~market~~diligence: ~~debt~~Private ~~capital~~corporate ~~raised~~lenders inare typically able to conduct detailed due diligence, often alongside the ~~last~~financial ~~few~~sponsor ~~years~~acquiring isthe ~~not~~company, ~~expected~~which provides the lender significantly more time to ~~meet~~form ~~demand~~a more comprehensive understanding of the company, including its competitive position and risks. In contrast, public high yield and syndicated leveraged loan investors are typically provided a single syndication meeting and minimal access to diligence materials before placing their order.

~~Premium~~Inclusion ~~pricing~~of incovenants: ~~private~~Covenants are contractual restrictions that lenders place on companies to limit the corporate ~~loans~~actions ~~over~~a ~~public~~company ~~high~~can ~~yield~~pursue that are negative to the lender and act as warning signals for lenders. The loans in which the Company is expected to invest are expected to have comprehensive covenants including covenants that are tested on a recurring basis to ensure ongoing compliance (“maintenance covenants”). Although syndicated leveraged loans have covenants, many loans currently are “covenant-lite,” which means they do not have a complete set of financial covenants, thus providing borrower companies more freedom to negatively impact lenders. High yield bonds provide even weaker protection for lenders because they typically have incurrence-based covenants, which are only tested if the company issues more debt.

~~Capturing~~Ability ~~illiquidity~~to ~~premiums~~exert greater influence over the negotiation of lending terms: Private corporate loan terms are negotiated directly by the lender(s) and the company, therefore removing the underwriting bank that negotiates the terms for public high yield or syndicated leveraged loans. This allows the private corporate lender to customize the terms to mitigate risks and address the unique needs of the company.

~~Capturing~~Lower ~~size~~default rates and ~~risk~~higher ~~premium~~recovery rates: The result of the more comprehensive underwriting process for private corporate loans is historically lower default rates and higher recovery rates than public high yield or syndicated loans.

7 8

~~Capitalizing~~Access onto ~~market~~specialized ~~inefficiencies~~lending markets with attractive return and risk characteristics

~~Stronger~~Single ~~underwriting~~source lending to the upper middle market: We believe financial sponsors and management teams are increasingly looking for a single lender to provide the entire debt financing to streamline and simplify the debt negotiation process. inIn ~~private~~the ~~corporate~~upper ~~loans~~middle ~~versus~~market ~~public~~(generally, ~~high~~loan ~~yield~~tranche sizes of $100 million to $300 million to companies with EBITDA between approximately $25 million and ~~syndicated~~$100 ~~leveraged~~million), ~~loans~~we believe that there is a limited number of lenders with the capital base to provide the entire debt financing. Because the Company expects to co-invest with other SLR vehicles on an opportunistic basis, the Company is expected to be well-positioned to take advantage of this opportunity to source and structure attractive cash flow loans.

~~Deeper~~Non-traditional ~~due~~asset-based ~~diligence~~lending: As a result of increased lending regulations following the financial crisis, as well as the specialized skill set and infrastructure required to value and monitor collateral, we believe that asset-rich middle market companies in a period of transition typically have limited access to providers of traditional asset-based financing, such as the high-yield bond market or syndicated loans. We believe this supply-demand imbalance creates an opportunity for non-traditional asset-based lenders, such as the Company, to source and structure attractive asset-based loans.

~~Inclusion~~Lending ofto ~~covenants~~rapidly developing healthcare companies: As a result of the highly-specialized skills required to evaluate these investment opportunities, we believe that the Company will be one of the few sources of capital capable of lending to healthcare companies who are in need of additional debt capital. Asset-based loans to these companies, with strong sponsorship and demonstrated product pipelines, have the potential to provide a compelling risk-adjusted return.

~~Ability~~Investment ~~to exert greater influence over the negotiation of lending terms:~~ Selection

~~Lower~~The ~~default~~Company ~~rates~~has a broad, flexible investment mandate, and ~~higher~~the ~~recovery~~Company ~~rates:~~is not subject to any investment guidelines, limitations or restrictions other than as set forth in this section. However, as a BDC, the Company is subject to certain limitations on the types of investments it is permitted to make.

~~Access~~The Company generally expects to ~~specialized~~invest ~~lending~~in ~~markets~~portfolio ~~with~~companies ~~attractive~~based ~~return~~in the U.S., including portfolio companies in the broadly-defined healthcare and ~~risk~~life ~~characteristics~~sciences industries.

~~Single~~Interpretation ~~source~~of ~~lending~~the day-to-day applications of the ~~upper~~guidelines ~~middle~~described ~~market:~~below will be made by the Adviser in its sole discretion, and any limitation will generally be measured, if applicable, based upon good faith estimates using data known to the Adviser at such time. The Company is subject to the guidelines described below commencing on the date that is one year after the final closing date of the Company. For purposes of clarity, the guidelines described below will take into account only direct investments of the Company (including investments by the Company’s special-purpose vehicles).

~~co-invest~~The Company uses reasonable best efforts to achieve the guidelines set forth below. For purposes of the below guidelines, the Company’s “total portfolio” will equal the total amount of Commitments plus the Company’s total expected leverage, as reasonably determined by the Company. In addition, the Adviser may consider the impact of hedging transactions, and of cash and cash equivalents in the portfolio, in applying the below guidelines.

~~Non~~The below guidelines shall in no way restrict or otherwise limit the Company’s ability to acquire an investment in an issuer that is sufficiently large (as determined by the Adviser in its discretion) to enable the Company to influence or control any restructuring, work-~~traditional~~out and/or bankruptcy process in accordance with the Company’s investment program.

~~non-traditional~~Secured Loans

~~Lending~~The Company expects to ~~rapidly~~invest ~~developing~~at ~~healthcare~~least ~~companies:~~90% of its total portfolio in secured loans.

8Floating Rate Loans

~~Table~~The Company expects to invest at least 85% of ~~Contents~~its total portfolio in floating rate loans.

~~Investment~~Lower ~~Selection~~Middle Market Issuers

~~The~~It ~~Company~~is ~~has~~expected, aat ~~broad,~~the ~~flexible~~time ~~investment~~of ~~mandate~~investment, ~~and~~that the Company iswill not ~~subject~~make toan ~~any~~ investment ~~guidelines,~~in ~~limitations~~a orlower ~~restrictions~~middle ~~other~~market corporate issuer (i.e., less than as$15 ~~set~~million ~~forth~~of EBITDA) if the Company’s aggregate investments in ~~this~~such ~~section.~~issuer ~~However~~would, solely as a ~~BDC~~result of such investment, exceed 15% of the ~~Company~~greater isof ~~subject~~(i) tothe ~~certain~~Company’s ~~limitations~~total onportfolio and (ii) the ~~types~~market value of ~~investments~~the itCompany’s isassets. ~~permitted~~This limit does not apply to ~~make.~~investments in asset-based loans (“ABL”) or Life Science issuers.

~~The Company generally expects to invest in portfolio companies based in the U.S., including portfolio companies in the broadly-defined healthcare and life sciences industries.~~ 9

day-to-dayTable of Contents

~~The~~Minimum ~~Company~~Number ~~uses reasonable best efforts to achieve the guidelines set forth below. For purposes~~ of ~~the~~Portfolio below guidelines, the Company’s “total portfolio” will equal the total amount of Commitments plus the Company’s total expected leverage, as reasonably determined by the Company. In addition, the Adviser may consider the impact of hedging transactions, and of cash and cash equivalents in the portfolio, in applying the below guidelines. Companies

~~work-out~~It is expected that the Company will invest in at least 18 companies.

~~Secured~~Concentration ~~Loans~~of Top 10 Positions

~~The~~It is expected that the Company’s ~~expects~~top to10 ~~invest~~investments atwill ~~least~~not 90exceed 60% of ~~its~~the greater of (i) the Company’s total portfolio inand ~~secured~~(ii) ~~loans.~~the market value of the Company’s assets.

~~Floating~~Single ~~Rate Loans~~ Issuer

~~The~~It is expected that the Company ~~expects~~will tonot ~~invest~~make atan ~~least~~investment 85in an issuer if the Company’s aggregate investments in such issuer would, solely as a result of such investment, exceed 7.5% of ~~its~~the greater of (i) the Company’s total portfolio inand ~~floating~~(ii) ~~rate~~the ~~loans~~market value of the Company’s assets. It is expected that the Company will not make more than four (4) such investments and that the balance of the Company’s investments will be 5% or less of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets.

~~Lower~~Single ~~Middle Market Issuers~~ Industry

It is expected that the Company will not make an investment in an issuer conducting its principal operations in a particular industry or sub-industry if the Company’s aggregate investments in all such issuers principally operating in such industry or sub-industry would, solely as a result of such investment, exceed 15% of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets. In making determinations (e.g., industry or sub-industry sectors and classifications) relating to this guideline, the Adviser may utilize various sources that result in determinations that are narrower or otherwise different than determinations from other sources that SLR uses for its other clients.

~~Minimum~~Geographic ~~Number of Portfolio Companies~~ Limitations

It is expected that the Company will ~~invest~~not make investments in atissuers ~~least~~that 18have ~~companies.~~their principal place of business located outside of the United States.

~~Concentration~~Target ofand ~~Top~~Maximum 10ABL ~~Positions~~and Life Science Investments

It is expected that the Company’s ~~top~~investments in ABL companies and Life Science issuers will both be between 10% ~~investments~~and 15% of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets. It is also expected that the Company will not make an investment in an ABL or Life Science issuer if the Company’s aggregate investments in all such issuers would, solely as a result of such investment, exceed 6040% of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets.

~~Single Issuer~~ Leverage

ItThe Company is ~~expected~~required ~~that~~to comply with the asset coverage requirements of the 1940 Act. The Company employs leverage and otherwise incurs indebtedness with respect to the portfolio both on a recourse and non-recourse basis (including and potentially through guarantees, derivatives, forward commitments and reverse repurchase agreements), but will not ~~make~~exceed anthe ~~investment~~maximum amount permitted by the 1940 Act. The Company is generally permitted, under specified conditions, to issue senior securities in anamounts ~~issuer~~such ifthat the Company’s ~~aggregate~~asset ~~investments~~coverage, as defined in ~~such~~the ~~issuer~~1940 ~~would~~Act, ~~solely~~is asat aleast ~~result~~equal ofto ~~such~~150% ~~investment,~~immediately ~~exceed~~after 7such issuance.5% ofIn connection with the ~~greater~~organization of ~~(i)~~ the Company’s, ~~total~~the ~~portfolio~~Adviser, ~~and~~as ~~(ii)~~ the ~~market~~initial ~~value~~Unitholder, ofhas authorized the Company’s ~~assets~~to adopt the 150% asset coverage ratio. ItIn isconnection ~~expected~~with ~~that~~their subscriptions of the ~~Company~~Units, ~~will~~our ~~not~~Unitholders ~~make~~are ~~more~~required ~~than~~to ~~four~~acknowledge ~~(4) such~~our ~~investments~~ability ~~and~~to operate with an asset coverage ratio that ~~the~~may ~~balance~~be ofas ~~the~~low ~~Company’s~~as ~~investments~~150%. The Company will be 5%exposed orto ~~less~~the risks of ~~the~~leverage, ~~greater~~which may be considered a speculative investment technique. The use of ~~(i)~~ leverage magnifies the ~~Company’s~~potential ~~total~~for ~~portfolio~~gain and ~~(ii) the~~loss ~~market~~on ~~value~~amounts ofinvested and therefore increases the ~~Company’s~~risks ~~assets~~associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase in the management fee payable to the Adviser will be borne by our Unitholders.

9It is currently expected that the Company will generally target, for directly borrowed funds, average leverage, excluding any subscription or similar credit facilities, of (i) with respect to Corporate investments, a debt-to-equity ratio of approximately 1.5-to-1, and (ii) with respect to ABL and Life Science investments, a debt-to-equity ratio of approximately 1-to-1 (in each case, calculated excluding both the portion of any investment that the Company expects to syndicate, transfer or otherwise dispose of within 180 days of acquisition and any borrowings with respect thereto).

~~Table of Contents~~10

SingleTable Industryof Contents

~~sub-industry~~Investment Process Overview

~~sub~~We are committed to our value-~~industry~~oriented investment philosophy, with a focus on the preservation of capital and a commitment to managing downside exposure.

~~e.g.~~Proprietary Sourcing and Origination

~~sub-industry~~We believe that SLR’s senior investment professionals’ longstanding relationships with financial sponsors, corporate management teams, commercial and investment banks and other financial intermediaries provide us with a strong pipeline of proprietary origination opportunities. We believe the broad experience of our senior investment team and their ability to draw upon their average of over 30 years of investment experience enables us to identify, assess and structure investments successfully.

~~Geographic~~We ~~Limitations~~expect that the Company will benefit from SLR’s extensive experience investing in middle market companies. With the benefit of billions of dollars of investments made to hundreds of companies, SLR has developed an extensive database of information on middle market issuers and industries. The Adviser’s investment team is expected to include a number of SLR’s specialists in cash flow lending to sponsor-backed companies, asset-based lending and healthcare lending. We believe that the in-depth experience of SLR’s investment team in investing throughout various stages of the economic cycle provides us with access to ongoing market insights in addition to a powerful asset for investment sourcing.

ItOur senior investment team’s strong relationship network is ~~expected~~enhanced by the collaborative role SLR plays in the private equity industry. SLR is an independent credit platform that does not pursue traditional private equity strategies, so the Company ~~will~~is not ~~make~~expected ~~investments~~to inbe ~~issuers~~seen ~~that~~as ~~have~~a ~~their~~competitive ~~principal~~threat ~~place~~to offinancial ~~business~~sponsors ~~located~~seeking ~~outside~~to acquire a company. Our ability to offer tailored solutions, certainty of ~~the~~capital ~~United~~and ~~States~~scale is expected to provide us with greater deal flow. We also expect that our reputation as a constructive partner and a flexible “solutions provider” with a proven ability to evaluate highly complex situations should result in the ability to source a significant number of investment opportunities for the Company.

~~Target~~Additionally, ~~and~~the ~~Maximum~~investment ~~ABL~~team has a well-developed network of relationships that includes industry executives, consultants, traders, brokers, advisors, lawyers, accountants, investment bankers and ~~Life~~other ~~Science~~industry ~~Investments~~sources, which can result in early notification of developing investment opportunities.

ItDue is expected that the Company’s investments in ABL companies and Life Science issuers will both be between 10% and 15% of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets. It is also expected that the Company will not make an investment in an ABL or Life Science issuer if the Company’s aggregate investments in all such issuers would, solely as a result of such investment, exceed 40% of the greater of (i) the Company’s total portfolio and (ii) the market value of the Company’s assets. Diligence

~~Leverage~~Our “private equity” approach to credit investing typically incorporates extensive in-depth due diligence often alongside the financial sponsor. In conducting due diligence, we use publicly available information as well as information from the investment team’s extensive relationships with former and current management teams, consultants, competitors and investment bankers. We believe our due diligence methodology allows us to screen a high volume of potential investment opportunities on a consistent and thorough basis. Furthermore, we believe that the combination of our extensive industry knowledge and relationships provide the Company a significant advantage in identifying potential risks.

~~non-recourse~~Our due diligence typically includes:

•

~~debt-to-equity~~review of historical and prospective financial information;

•

~~1.5-to-1~~review and valuation of assets, including appraisals;

•

~~debt-~~research relating to~~-equity~~ the company’s management, industry, markets, products and services and competitors;

•

1on-~~to-1~~site visits;

•

~~Investment~~discussions ~~Process~~with ~~Overview~~management, employees, customers or vendors of the potential portfolio company;

•

Wereview ~~are~~of ~~committed~~material tolegal ~~our~~documents ~~value-oriented investment philosophy, with a focus on the preservation of capital~~ and alegal ~~commitment to managing downside exposure.~~ issues;

•

~~Proprietary~~review ~~Sourcing~~of ~~and~~third ~~Origination~~party due diligence report including quality of earnings, field exams, industry reports; and

•

Webackground ~~believe~~investigations ~~that~~on ~~SLR’s senior investment professionals’ longstanding relationships with financial sponsors, corporate~~ management ~~teams, commercial~~ and ~~investment banks and other financial intermediaries provide us with a strong pipeline of proprietary origination opportunities~~company. We believe the broad experience of our senior investment team and their ability to draw upon their average of over 20 years of investment experience enables us to identify, assess and structure investments successfully.

10 11

~~in-depth~~We also expect to evaluate the financial sponsor making the investment. Further, due to SLR’s considerable repeat business with sponsors, the Adviser’s investment team has direct experience with the management teams of many sponsors. A financial sponsor is typically the controlling shareholder upon completion of an investment and as such is considered critical to the success of the investment. The financial sponsor is evaluated using several key criteria, including:

•

~~Our senior~~ investment ~~team’s~~track strong relationship network is enhanced by the collaborative role SLR plays in the private equity industry. SLR is an independent credit platform that does not pursue traditional private equity strategies, so the Company is not expected to be seen as a competitive threat to financial sponsors seeking to acquire a company. Our ability to offer tailored solutions, certainty of capital and scale is expected to provide us with greater deal flow. We also expect that our reputation as a constructive partner and a flexible “solutions provider” with a proven ability to evaluate highly complex situations should result in the ability to source a significant number of investment opportunities for the Company. record;

•

~~Additionally, the investment team has a well-developed network of relationships that includes~~ industry ~~executives, consultants, traders, brokers, advisors, lawyers, accountants, investment bankers and other industry sources, which can result in early notification of developing investment opportunities.~~ experience;

•

~~Due~~capacity ~~Diligence~~and willingness to provide additional financial support to the company through additional capital contributions, if necessary; and

•

~~in-depth~~reference checks.

~~Our~~Throughout the due diligence ~~typically~~process, ~~includes:~~a deal team is in frequent dialogue with the management team and sponsor of the company in which we are considering investing to ensure that any concerns are addressed as early as possible through the process, which we believe increases the likelihood that unsuitable investments are filtered out before considerable time has been invested.

•Upon ~~review~~the completion of ~~historical~~due diligence and ~~prospective~~a ~~financial~~decision ~~information;~~to proceed with an investment in a company, the investment professionals leading the investment present the investment opportunity to the Investment Committee, which then determines the initial investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.

•Portfolio ~~review~~Company ~~and valuation of assets, including appraisals;~~Characteristics

•We ~~research~~have ~~relating~~identified toseveral ~~the~~criteria ~~company’s~~that ~~management,~~we ~~industry,~~believe ~~markets,~~are ~~products~~important ~~and~~in ~~services~~identifying and ~~competitors~~investing in prospective portfolio companies. These criteria provide general guidelines for investment decisions; however, not all of these criteria will be met by each prospective portfolio company in which we choose to invest.

•

•Stable onEarnings and Strong Free Cash Flow: We seek to invest in companies that have demonstrated strong credit fundamentals with stable earnings through economic cycles. We target companies that we believe can de-~~site~~lever ~~visits;~~through consistent generation of cash flows rather than relying solely on growth to service and repay our loans.

•

•Value ~~discussions~~of ~~with~~Assets: ~~management~~The prospective value of the assets, ~~employees~~if any, ~~customers~~that orcollateralize ~~vendors~~the loans in which we invest, is an important factor in our credit analysis, particularly in our ABL loans. Our analysis emphasizes both tangible assets, such as accounts receivable, inventory, equipment, real estate and loans and other financial assets, and intangible assets, such as intellectual property, customer lists, networks and databases. In some of our transactions, the ~~potential~~company’s ~~portfolio~~funding may be derived from a borrowing base determined by the value of the company;’s assets.

•

•Strong ~~review~~Competitive ofPosition ~~material~~in ~~legal~~Industry: ~~documents~~We seek to invest in target companies that have developed leading market positions within their respective markets and ~~legal~~are ~~issues;~~well positioned to capitalize on growth opportunities. We seek companies that demonstrate significant competitive advantages versus their competitors, which we believe should help to protect their market position and profitability.

•

•Diversified ~~review~~Customer ofand ~~third~~Supplier ~~party~~Base: ~~due~~We ~~diligence~~seek ~~report~~to ~~including~~invest ~~quality~~in ofbusinesses ~~earnings,~~that ~~field~~have ~~exams~~a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry ~~reports;~~consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.

•

•Experienced ~~background~~and ~~investigations~~Committed onManagement: We generally require that portfolio companies have an experienced management team. We also require portfolio companies have in place proper incentives to induce management to succeed and ~~company~~to act in concert with our interests as investors, including having significant equity interests.

•

Strong Sponsorship: We ~~also~~generally ~~expect~~aim to ~~evaluate~~invest ~~the~~alongside ~~financial~~other ~~sponsor~~sophisticated ~~making the investment~~investors. ~~Further,~~We ~~due~~typically seek to ~~SLR’s~~partner ~~considerable~~with ~~repeat~~successful ~~business~~financial ~~with~~ sponsors, ~~the~~who ~~Adviser’s~~have ~~investment~~historically ~~team~~generated ~~has~~high ~~direct~~returns. ~~experience~~We ~~with~~believe ~~the~~that ~~management~~investing ~~teams~~in ofthese ~~many~~ sponsors.’ Aportfolio ~~financial~~companies ~~sponsor~~enables isus ~~typically~~to ~~the~~benefit ~~controlling~~from ~~shareholder~~their ~~upon~~direct ~~completion~~involvement ~~of an investment~~ and asdue ~~such is considered critical to the success of the investment~~diligence. ~~The financial sponsor is evaluated using several key criteria, including:~~

•

•Exit ~~investment~~Strategy: ~~track~~We ~~record;~~seek to predominantly invest in companies that provide multiple alternatives for an eventual exit such as an IPO, sale of company, refinancing of the capital structure, etc.

•For ~~industry~~our ~~experience;~~cash flow loans to upper middle market companies, we generally seek companies that we believe will provide a steady stream of cash flow to repay our loans and reinvest in their respective businesses. We believe that such internally generated cash flow, leading to the

~~• capacity and willingness to provide additional financial support to the company through additional capital contributions, if necessary; and~~12

•Table referenceof checks.Contents

11payment of our interest and the repayment of our principal, represents a key means by which we will be able to exit from our investments over time. In addition, we also seek to invest in companies whose business models and expected future cash flows offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of units or another capital market transaction. We underwrite our investments on a held-to-maturity basis, but expensive capital is often repaid prior to stated maturity. Historically SLR’s investment portfolio has resulted in a three year average life.

~~Table~~Our investment teams work in concert with sponsors to proactively manage investment opportunities by acting as a partner throughout the investment process. We actively focus on the middle-market financial sponsor community, with a particular focus on the upper-end of ~~Contents~~the middle-market (sponsors with equity funds of $500 million to $5 billion). We favor such sponsors because they typically:

•

~~Throughout~~buy ~~the~~larger ~~due~~companies ~~diligence process, a deal team is in frequent dialogue~~ with ~~the~~strong ~~management~~business team and sponsor of the company in which we are considering investing to ensure that any concerns are addressed as early as possible through the process, which we believe increases the likelihood that unsuitable investments are filtered out before considerable time has been invested. franchises;

•

~~Upon~~invest ~~the~~significant ~~completion~~amounts of ~~due~~equity ~~diligence and a decision to proceed with an investment~~ in atheir ~~company,~~portfolio the investment professionals leading the investment present the investment opportunity to the Investment Committee, which then determines the initial investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate. companies;

•

~~Portfolio~~value ~~Company~~flexibility ~~Characteristics~~and creativity in structuring their transactions;

•

Wepossess ~~have~~longer ~~identified~~track ~~several~~records ~~criteria~~over ~~that~~multiple ~~we believe are important in identifying and investing in prospective portfolio companies. These criteria provide general guidelines for~~ investment ~~decisions~~funds; ~~however, not all of these criteria will be met by each prospective portfolio company in which we choose to invest.~~

•

~~• Stable Earnings and Strong Free Cash Flow: We seek to invest in companies that~~ have ~~demonstrated~~a ~~strong~~deeper ~~credit~~management fundamentals with stable earnings through economic cycles. We target companies that we believe can de-lever through consistent generation of cash flows rather than relying solely on growth to service and repay our loans.bench;

•

•have ~~Value~~better ofability ~~Assets:~~to ~~The~~withstand ~~prospective~~downturns; value of the assets, if any, that collateralizes the loans in which we invest, is an important factor in our credit analysis, particularly in our ABL loans. Our analysis emphasizes both tangible assets, such as accounts receivable, inventory, equipment, real estate and loans and other financial assets, and intangible assets, such as intellectual property, customer lists, networks and databases. In some of our transactions the company’s funding may be derived from a borrowing base determined by the value of the company’s assets.

•

•possess ~~Strong~~the ~~Competitive~~ability ~~Position in Industry: We seek~~ to ~~invest~~support inportfolio ~~target~~ companies ~~that~~with ~~have~~additional ~~developed leading market positions within their respective markets and are well positioned to capitalize on growth opportunities~~capital. ~~We seek companies that demonstrate significant competitive advantages versus their competitors, which we believe should help to protect their market position and profitability.~~

•We ~~Diversified~~divide ~~Customer~~our ~~and~~coverage ~~Supplier~~of ~~Base:~~these Wesponsors ~~seek~~among toour ~~invest~~more insenior ~~businesses~~investment ~~that~~professionals, ~~have~~who aare ~~diversified~~responsible ~~customer~~for ~~and~~day-to-day ~~supplier~~interaction ~~base.~~with Wefinancial ~~believe~~sponsors. ~~that~~Our ~~companies~~coverage ~~with~~approach aaims ~~diversified~~to ~~customer~~act ~~and~~proactively, ~~supplier~~consider ~~base~~all ~~are~~investments ~~generally~~in ~~better~~the ~~able~~capital tostructure, ~~endure~~provide ~~economic~~quick ~~downturns~~feedback, ~~industry~~deliver ~~consolidation~~on commitments, ~~changing business preferences~~ and ~~other~~are ~~factors~~constructive ~~that~~throughout ~~may~~the ~~negatively~~life ~~impact~~cycle ~~their~~of ~~customers,~~an ~~suppliers and competitors~~investment.

•Structure ~~Experienced~~of and Committed Management: We generally require that portfolio companies have an experienced management team. We also require portfolio companies have in place proper incentives to induce management to succeed and to act in concert with our interests as investors, including having significant equity interests.Investments

•We ~~Strong~~invest ~~Sponsorship:~~in Weportfolio ~~generally~~companies ~~aim~~primarily toin ~~invest~~the ~~alongside~~form ~~other~~of ~~sophisticated~~first ~~investors~~lien senior secured loans. We ~~typically~~ seek to ~~partner~~obtain ~~with~~security ~~successful~~interests ~~financial~~in ~~sponsors~~the ~~who~~assets ~~have~~of ~~historically~~our ~~generated~~portfolio ~~high~~companies ~~returns~~that serve as collateral in support of the repayment of these loans. We ~~believe~~expect that ~~investing~~this collateral will take the form of first priority liens on all of the assets of a portfolio company. Opportunistically, we will invest in ~~these~~senior ~~sponsors’~~secured loans with second priority liens on the assets of the portfolio ~~companies~~company. ~~enables~~We usmay make investments that have a delayed draw feature, which may be viewed as unfunded commitments. We believe that the Company will have sufficient assets to ~~benefit~~provide ~~from~~adequate ~~their~~cover ~~direct~~to ~~involvement~~satisfy ~~and~~any ~~due~~such ~~diligence~~unfunded commitments.

•Upper ~~Exit~~Middle ~~Strategy:~~Market WeCash ~~seek~~Flow ~~to predominantly invest in companies that provide multiple alternatives for an eventual exit such as an IPO, sale of company, refinancing of the capital structure, etc.~~Lending

~~held-~~Typically, we expect that the Company’s senior secured loans to- middle market companies will have a first priority lien on all of the assets of the issuer, may be floating rate, may include upfront fees and may include meaningful prepayment penalties. Covenants are typically included. The loans generally are expected to have a five to six year final maturity and are often repaid within three years.

12Middle Market Asset-based Lending

~~Table~~Typically, we expect that the Company’s asset-based loans will have a first priority lien or second priority lien on the assets of ~~Contents~~the issuer, may be floating rate, and may include upfront fees and meaningful prepayment penalties. As part of the underwriting process, we expect to receive a third-party valuation of the collateral and lend at a discount to the liquidation value. Borrowing base and maintenance covenants are generally expected to be included. The loans generally are expected to have a three to five year final maturity and are often repaid within one to two years.

~~upper-end~~We plan to differentiate ourselves by focusing on transitional borrowers, which are companies that are either experiencing a restructuring, are capital constrained, have tight execution timelines or have limited access to traditional lenders.

•Opportunities ~~buy~~in ~~larger~~the asset-based lending strategy are not sourced from financial sponsors but from a variety of regional banks, consultants, other asset- based lenders and companies themselves, with ~~strong~~the ~~business~~deals ~~franchises;~~that have historically progressed through SLR’s preliminary review having come from 90+ different sources.

•Lending ~~invest~~to ~~significant~~Rapidly ~~amounts~~Developing ofHealthcare ~~equity in their portfolio companies;~~Companies

~~• value flexibility and creativity in structuring their transactions;~~13

•Table possessof longer track records over multiple investment funds;Contents

•Typically, we expect that the Company’s loans to healthcare companies will have a ~~deeper~~first ~~management~~priority ~~bench;~~lien, will be floating rate, and will include meaningful prepayment penalties, exit fees and success fees. The loans may include equity features, such as warrants or options to buy a minority interest in the portfolio company. We expect that these warrants will generally have a nominal exercise price and, thus, as a portfolio company appreciates in value, the Company will be well-positioned to achieve additional investment returns from this equity interest. The loans generally are expected to have a 12 to 18 month interest only period and then straight-line amortization with a four to five year final maturity. These loans are often repaid within two to three years.

•Transaction ~~have better ability to withstand downturns; and~~Selection

•Following ~~possess~~the team’s rigorous due diligence process, the ~~ability~~transaction toteam ~~support~~will ~~portfolio~~discuss ~~companies~~the potential investment opportunity with ~~additional~~the ~~capital.~~Investment

~~day~~Committee. Such discussion will often include detailed analyses of various factors, such as (i) the cash flow value creation for cash flow loans, (ii) historic and projected financials, (iii) the key drivers of revenues and the balance between unit volumes and price factors, (iv) key cost components, including raw materials, labor, overhead, insurance, etc., (v) capital expenditures, (vi) working capital needs, (vii) micro and macroeconomic trends that impact the business and industry, (viii) the business’s products and its sales channels, (ix) qualitative analysis of company management, (x) the competitive dynamics of the industry and the target company’s position, (xi) input from third-party consultants, (xii) potential exit considerations, and/or (xiii) a range of other factors relating to~~-day~~ a given opportunity. For asset based loans, the core focus is on the Company’s liquidity profile, the liquidation value of the assets or portfolio, quality of controls and procedures, the quality of management, and regulatory risk. For life science lending, the core focus is on the quality of the Company’s product pipeline and stage of development, the investor base and access to additional capital and liquidity, and the quality of management.

~~Structure~~It is expected that the Investment Committee will approve or reject investment recommendations, although it may delegate other decisions (including decisions relating to cash management and similar non-material transactions (which shall not be considered “investments” for these purposes), diligence decisions, decisions relating to transactions involving material non-public information and decisions relating to the engagement of ~~Investments~~consultants, law firms and other service providers) to other investment professionals in their sole discretion. The composition, structure and/or operations of the Investment Committee may change from time to time, each without the consent of or notice to Unitholders.

WeOngoing ~~invest~~Relationships in portfolio companies primarily in the form of first lien senior secured loans. We seek to obtain security interests in the assets of our portfolio companies that serve as collateral in support of the repayment of these loans. We expect that this collateral will take the form of first priority liens on all of the assets of a portfolio company. Opportunistically, we will invest in senior secured loans with ~~second~~Portfolio priority liens on the assets of the portfolio company. We may make investments that have a delayed draw feature, which may be viewed as unfunded commitments. We believe that the Company will have sufficient assets to provide adequate cover to satisfy any such unfunded commitments. Companies

~~Upper~~We ~~Middle~~will ~~Market~~monitor ~~Cash~~our ~~Flow~~portfolio ~~Lending~~companies on an ongoing basis. We will monitor the financial trends of each portfolio company to determine if it is meeting its business plan and to assess the appropriate course of action for each company.

~~Typically,~~We ~~we expect that the Company’s senior secured loans to middle market companies will~~ have aseveral ~~first~~methods ~~priority~~of ~~lien~~evaluating onand ~~all~~monitoring of the ~~assets~~performance ofand ~~the~~fair ~~issuer,~~value ~~may~~of beour ~~floating rate~~investments, ~~may~~which include ~~upfront~~the fees and may include meaningful prepayment penalties. Covenants are typically included. The loans generally are expected to have a five to six year final maturity and are often repaid within three years. following:

•

~~Middle~~Assessment ~~Market~~of ~~Asset-based~~success ~~Lending~~in adhering to each portfolio company’s business plan and compliance with covenants;

•

~~Typically,~~Periodic weand ~~expect~~regular ~~that~~contact ~~the~~with ~~Company’s~~portfolio ~~asset-based~~company ~~loans~~management ~~will have a first priority lien or second priority lien on the assets of the issuer~~and, ~~may~~if ~~be floating rate~~appropriate, ~~and~~the ~~may~~financial ~~include~~or ~~upfront~~strategic ~~fees and meaningful prepayment penalties. As part of the underwriting process~~sponsor, ~~we expect~~ to ~~receive~~discuss afinancial ~~third-party~~position, ~~valuation~~requirements ~~of the collateral~~ and lend at a discount to the liquidation value. Borrowing base and maintenance covenants are generally expected to be included. The loans generally are expected to have a three to five year final maturity and are often repaid within one to two years. accomplishments;

•

WeComparisons ~~plan~~ to ~~differentiate~~portfolio ~~ourselves by focusing on transitional borrowers, which are~~ companies ~~that~~of ~~are~~other ~~either~~SLR ~~experiencing~~clients ain ~~restructuring,~~the ~~are capital constrained~~industry, ~~have~~if ~~tight execution timelines or have limited access to traditional lenders.~~ any;

•

~~Opportunities~~Attendance inat ~~the asset-based lending strategy are not sourced from financial sponsors but from a variety of regional banks, consultants, other asset-based lenders~~ and ~~companies~~participation ~~themselves,~~in ~~with~~board ~~the~~meetings ~~deals~~(as ~~that~~an ~~have~~observer) ~~historically~~or ~~progressed~~lender ~~through~~meetings; ~~SLR’s preliminary review having come from 90+ different sources.~~ and

•

13Review of monthly and/or quarterly financial statements and financial projections for portfolio companies.

~~Table~~In addition to various risk management and monitoring tools, the Adviser also uses an investment rating system to characterize and monitor our expected level of ~~Contents~~returns on each investment in our portfolio.

~~Lending to Rapidly Developing Healthcare Companies~~ 14

Typically,Table weof expect that the Company’s loans to healthcare companies will have a first priority lien, will be floating rate, and will include meaningful prepayment penalties, exit fees and success fees. The loans may include equity features, such as warrants or options to buy a minority interest in the portfolio company. We expect that these warrants will generally have a nominal exercise price and, thus, as a portfolio company appreciates in value, the Company will be well-positioned to achieve additional investment returns from this equity interest. The loans generally are expected to have a 12 to 18 month interest only period and then straight-line amortization with a four to five year final maturity. These loans are often repaid within two to three years. Contents

~~Transaction~~We ~~Selection~~use an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:

Following the team’s rigorous due diligence process, the transaction team will discuss the potential investment opportunity with the Investment Committee. Such discussion will often include detailed analyses of various factors, such as (i) the cash flow value creation for cash flow loans, (ii) historic and projected financials, (iii) the key drivers of revenues and the balance between unit volumes and price factors, (iv) key cost components, including raw materials, labor, overhead, insurance, etc., (v) capital expenditures, (vi) working capital needs, (vii) micro and macroeconomic trends that impact the business and industry, (viii) the business’s products and its sales channels, (ix) qualitative analysis of company management, (x) the competitive dynamics of the industry and the target company’s position, (xi) input from third-party consultants, (xii) potential exit considerations, and/or (xiii) a range of other factors relating to a given opportunity. For asset based loans, the core focus is on the Company’s liquidity profile, the liquidation value of the assets or portfolio, quality of controls and procedures, the quality of management, and regulatory risk. For life science lending, the core focus is on the quality of the Company’s product pipeline and stage of development, the investor base and access to additional capital and liquidity, and the quality of management.


Investment Rating		Summary
1		Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk factors are generally favorable (including a potential exit)
2		Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk factors are neutral to favorable; all new investments are initially assessed a grade of 2
3		The portfolio company is performing below expectations, may be out of compliance with debt covenants, and requires procedures for closer monitoring
4		The investment is performing well below expectations and is not anticipated to be repaid in full

~~non-material~~We will monitor and, when appropriate, change the investment ratings assigned to each investment in our portfolio.

~~non-public~~Competition

)Our primary competitors provide financing to middle-market companies and include other business development companies, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, frequently invest in middle-market companies. As a result, competition for investment opportunities at middle-market companies can be intense. While many middle market companies were previously able to raise senior debt financing through traditional large financial institutions, we believe this approach to financing will become more difficult as implementation of U.S. and international financial reforms limits the capacity of large financial institutions to hold non-investment grade leveraged loans on their balance sheets. We believe that many of these financial institutions have de-emphasized their service and product offerings to middle market companies in particular. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. We use the industry information available to Michael S. Gross and Bruce Spohler and the other investment professionals of SLR to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we believe that the relationships of Michael S. Gross and Bruce Spohler and the other investment professionals of the Adviser enable us to learn about, and compete effectively for, financing opportunities with attractive leveraged companies in the industries in which we seek to invest.

~~Ongoing Relationships with Portfolio Companies~~ Term

WeOn ~~will~~October ~~monitor~~5, ~~our~~2018 ~~portfolio~~(the ~~companies~~“Initial Closing Date”), the Company closed on an$326 ~~ongoing~~million ~~basis~~in capital commitments. WeThe offering period of the Company ended on April 5, 2019 (the “Offering Period”), six months after the Initial Closing Date. The term of the Company will ~~monitor~~be six years from the ~~financial~~end ~~trends~~of the Offering Period unless the Company is liquidated earlier as set forth in the LLC Agreement, but may be extended by the board of ~~each~~directors ~~portfolio~~for ~~company~~up to ~~determine~~two ifconsecutive itone isyear ~~meeting~~periods ~~its~~upon ~~business~~approval ~~plan~~of the Company’s independent directors and tothe ~~assess~~approval of unitholders of the ~~appropriate~~Company ~~course~~(“Unitholders”), which approval will be obtained through a non-1940 Act vote as described in the LLC Agreement. The Company may be dissolved and its affairs wound up prior to the end of ~~action~~the ~~for~~term ~~each~~under ~~company~~the circumstances set forth in the LLC Agreement. The fiscal year end of the Company is December 31.

WeEmerging ~~have several methods of evaluating and monitoring the performance and fair value of our investments, which include the following:~~ Growth Company

•We ~~Assessment~~are ofan ~~success~~emerging growth company as defined in ~~adhering~~the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and we are eligible to ~~each~~take ~~portfolio~~advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect to remain an emerging growth company’s for up to five years following the completion of any IPO or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equals or exceeds $1.07 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “1934 Act”) which would occur if the market value of our Units that is held by non-affiliates exceeds $700.0 million as of the last business ~~plan~~day of our most recently completed second fiscal quarter and ~~compliance~~we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. In addition, we will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with ~~covenants;~~new or revised accounting standards.

~~• Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;~~15

•Table Comparisons to portfolio companies of other SLR clients in the industry, if any;Contents

~~• Attendance at and participation in board meetings (as an observer) or lender meetings; and~~Staffing

•We ~~Review~~do ofnot ~~monthly~~currently have any employees. Mr. Gross, our Co-Chief Executive Officer, President and~~/or~~ ~~quarterly~~a ~~financial~~board ~~statements~~member, and Mr. Spohler, our Co-Chief Executive Officer, Chief Operating Officer and a board member, are managing members and senior investment professionals of, and have financial ~~projections~~and controlling interests in, SLR. In addition, Shiraz Kajee, our Chief Financial Officer and Treasurer, serves as the Chief Financial Officer for ~~portfolio~~SLR. ~~companies~~Guy Talarico, our Chief Compliance Officer and Secretary, serves as the Chief Compliance Officer and General Counsel for SLR.

InPursuant ~~addition~~to the Investment Management Agreement, the Company has delegated full and exclusive authority and responsibility to ~~various~~the ~~risk~~Adviser ~~management~~to invest, reinvest and ~~monitoring~~dispose ~~tools~~of the assets of the Company, and (together with the ~~Adviser~~Administrative ~~also~~Coordinator) ~~uses~~to anmanage ~~investment~~the ~~rating~~day-to-day ~~system~~operations of the Company, subject to ~~characterize~~the ~~and~~overall ~~monitor~~supervision ~~our~~of ~~expected~~the ~~level~~Board. The Adviser is authorized to delegate all, or any such part as it deems appropriate, of ~~returns~~its ondiscretionary ~~each~~management and investment inadvisory ~~our~~authority ~~portfolio.~~and responsibility to any of its members or their respective affiliates.

14The Private Offering

~~Table~~The Company is organized primarily for investors who may invest through one or more investment funds created by one or more financial institutions unaffiliated with the Company (collectively, the “Access Fund”). Certain other investors may also invest directly in the Company. For those investors who invest through the Access Fund, we expect that the Access Fund will issue a pro rata interest to each investor in the Access Fund (the “Access Fund Investors”) that, with respect to each Access Fund Investor’s investment in the Access Fund, corresponds to the pro rata share of ~~Contents~~the Units issued by the Company to the Access Fund. To purchase an interest in the Access Fund, each Access Fund LP will be required to represent that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act (an “Accredited Investor”). To purchase Units, investors must be Accredited Investors and “qualified purchasers” for purposes of Section 3(c)(7) of the 1940 Act, or “knowledgeable employees” or companies owned exclusively by “knowledgeable employees” for purposes of the rules promulgated under the 1940 Act. Any sale of Units outside of the United States will be conducted in accordance with Regulation S under the Securities Act. We expect the Access Fund will pass its voting rights in respect of any Units of the Company held by the Access Fund through to the Access Fund Investors.

WeKey ~~use an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:~~ Person Event

Investment Rating		Summary
1		Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk factors are generally favorable (including a potential exit)
2		Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk factors are neutral to favorable; all new investments are initially assessed a grade of 2
3		The portfolio company is performing below expectations, may be out of compliance with debt covenants, and requires procedures for closer monitoring
4		The investment is performing well below expectations and is not anticipated to be repaid in full

Prior to the end of the period from the Initial Closing Date until the date that is three (3) years after the end of the Offering Period of the Company (the “Investment Period”), if both Michael Gross and Bruce Spohler (the “Principals”) die, become permanently incapacitated or cease to be actively involved in the management of the Company, the Investment Period shall terminate and the Company shall be wound down in accordance with the terms of the LLC Agreement. For the avoidance of doubt, if only one of the Principals dies or becomes permanently incapacitated, the preceding sentence will not be triggered. If either Principal voluntarily ceases to be actively involved in the management of the Company, the Company will suspend the Investment Period. If an acceptable replacement is not identified and approved by (i) the independent directors of the Company and (ii) the Unitholders subject to any requirements of the 1940 Act, within 90 days following the suspension of the Investment Period, the Investment Period shall terminate and all new investment activity shall cease.

WeRegulation ~~will~~as ~~monitor~~a ~~and,~~Business ~~when appropriate, change the investment ratings assigned to each investment in our portfolio.~~ Development Company

~~Competition~~A BDC is regulated by the 1940 Act. A BDC must be organized in the U.S. for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to those investments that constitute qualifying assets (discussed below). A BDC may use capital provided by public unitholders and from other sources to make long-term, private investments in businesses.

~~non-investment~~The Company may not change the nature of its business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. However, by signing a Subscription Agreement with the Company, each Unitholder is providing the approval required by the 1940 Act to effectuate the withdrawal of the Company’s election to be regulated as a BDC concurrently with the liquidation or dissolution of the Company. The Company does not anticipate any substantial change in the nature of our business.

~~de-emphasized~~As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of the Company’s directors must be persons who are not interested persons, as that term is defined in Section 2(a)(19) of the 1940 Act. Additionally, the Company is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, the Company is prohibited from protecting any director or officer against any liability to the Company or its Unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

~~Term~~ 16

non-1940Table of Contents

~~Emerging~~As ~~Growth~~a BDC, the Company is required to meet an asset coverage ratio, reflecting the value of our total assets to our total senior securities, which include all of our borrowings and any preferred units we may issue in the future, of at least 150%. The Company may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of directors who are not interested persons and, in some cases, prior approval by the SEC.

~~12b~~On June 13, 2017, SLR received an exemptive order that permits the Company to participate in negotiated co-2investment transactions with certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the “Order”). If the Company is unable to rely on the Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although the Adviser’s investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its Unitholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Adviser.

~~non~~The Company is generally not able to issue and sell Units at a price below net asset value per Unit without Unitholder approval. The Company may, however, sell Units, or warrants, options or rights to acquire our Units, at a price below the then-~~affiliates~~current net asset value of our Units if the Board determines that such sale is in the best interests of the Company and the Unitholders, and the Unitholders approve such sale.

15The Company may be periodically examined by the SEC for compliance with the federal securities laws, including the 1940 Act.

~~Table~~Qualifying ~~of Contents~~Assets

~~non-convertible~~Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(1)

~~Staffing~~Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

(a)

~~Co-Chief~~is organized under the laws of, and has its principal place of business in, the U.S.;

(b)

~~Co-Chief~~is not an investment company (other than a small business investment company wholly owned by the BDC); and

(c)

~~day-to-day~~satisfies any of the following:

~~The~~does ~~Private~~not ~~Offering~~have any class of securities that is traded on a national securities exchange;

ii.

~~The~~has Company is organized primarily for investors who may invest through one or more investment funds created by one or more financial institutions unaffiliated with the Company (collectively, the “Access Fund”). Certain other investors may also invest directly in the Company. For those investors who invest through the Access Fund, we expect that the Access Fund will issue a ~~pro~~class ~~rata interest to each investor in the Access Fund (the “Access Fund Investors”) that, with respect to each Access Fund Investor’s investment in the Access Fund, corresponds to the pro rata share~~ of ~~the~~securities ~~Units~~listed ~~issued~~on bya ~~the~~national ~~Company~~securities ~~to the Access Fund. To purchase an interest in the Access Fund~~exchange, ~~each~~but ~~Access~~has ~~Fund LP will be required to represent that it is~~ an ~~“accredited~~aggregate ~~investor”~~market ~~within~~value ~~the meaning~~ of ~~Rule~~outstanding ~~501(a)~~voting ~~of Regulation D promulgated under the Securities Act (an “Accredited Investor”). To purchase Units, investors must be Accredited Investors~~ and “qualified purchasers” for purposes of Section 3(c)(7) of the 1940 Act, or “knowledgeable employees” or companies owned exclusively by “knowledgeable employees” for purposes of the rules promulgated under the 1940 Act. Any sale of Units outside of the United States will be conducted in accordance with Regulation S under the Securities Act. We expect the Access Fund will pass its non-voting ~~rights~~common inequity ~~respect~~ of ~~any~~less ~~Units~~than of$250 ~~the Company held by the Access Fund through to the Access Fund Investors.~~ million;

iii.

~~Key~~is ~~Person~~controlled ~~Event~~by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv.

~~Prior to the end of the period from the Initial Closing Date until the date that~~ is ~~three~~a ~~(3) years~~small ~~after the end of the Offering Period of the Company (the “Investment Period”), if both Michael Gross~~ and ~~Bruce~~solvent ~~Spohler~~company ~~(the~~having ~~“Principals”)~~total ~~die,~~assets ~~become permanently incapacitated or cease to be actively involved in the management~~ of the Company, the Investment Period shall terminate and the Company shall be wound down in accordance with the terms of the LLC Agreement. For the avoidance of doubt, if only one of the Principals dies or becomes permanently incapacitated, the preceding sentence will not bemore ~~triggered.~~than ~~If either Principal voluntarily ceases to be actively involved in the management of the Company, the Company will suspend the Investment Period~~$4.0 Ifmillion ~~an acceptable replacement is not identified~~ and ~~approved~~capital ~~by (i) the independent directors of the Company~~ and ~~(ii) the~~surplus ~~Unitholders subject to any requirements~~ of ~~the~~not ~~1940~~less ~~Act,~~than ~~within 90 days following the suspension of the Investment Period, the Investment Period shall terminate and all new investment activity shall cease~~$2.0 million.

(2)

~~Regulation~~Securities of any eligible portfolio company which the Company controls, which, as defined by the 1940 Act, is presumed to exist where a ~~Business~~BDC ~~Development~~beneficially ~~Company~~owns more than 25% of the outstanding voting securities of the portfolio company.

(3)

ASecurities ~~BDC~~purchased isin ~~regulated~~a byprivate ~~the~~transaction ~~1940~~from ~~Act~~a U.S. Aissuer ~~BDC~~that ~~must~~is benot ~~organized~~an ininvestment ~~the~~company ~~U.S.~~or ~~for~~from ~~the~~an ~~purpose~~affiliated person of ~~investing~~the inissuer, or ~~lending~~in totransactions ~~primarily~~incident ~~private~~thereto, ~~companies~~if ~~and~~the ~~making~~issuer ~~significant~~is ~~managerial~~in ~~assistance~~bankruptcy ~~available~~and subject to ~~those~~reorganization ~~investments~~or ~~that~~if ~~constitute~~the ~~qualifying~~issuer, ~~assets~~immediately ~~(discussed~~prior ~~below).~~to Athe ~~BDC~~purchase ~~may~~of ~~use~~its ~~capital~~securities, ~~provided~~was byunable ~~public~~to ~~unitholders~~meet ~~and~~its ~~from~~obligations ~~other~~as ~~sources~~they tocame ~~make~~due ~~long-term,~~without ~~private~~material ~~investments~~assistance inother ~~businesses.~~than conventional lending or financing arrangements.

(4)

~~The~~Securities ~~Company may not change the nature~~ of ~~its~~an ~~business~~eligible soportfolio ascompany topurchased ~~cease~~from toany ~~be,~~person orin ~~withdraw our election as,~~ a ~~BDC~~private ~~unless~~transaction ~~authorized~~if bythere ~~vote of a majority of outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company~~ is ~~defined~~no ~~under~~ready ~~the~~market ~~1940~~for ~~Act as the lesser of: (a) 67% or more of~~ such ~~company’s voting~~ securities ~~present~~and atthe aCompany ~~meeting~~already ifowns ~~more than 50~~60% of the outstanding ~~voting~~equity ~~securities~~ of ~~such~~the ~~company~~eligible ~~are~~portfolio ~~present or represented~~ company.

(5)

16Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

~~Table of Contents~~17

byTable proxy, or (b) more than 50% of the outstanding voting securities of such company. However, by signing a Subscription Agreement with the Company, each Unitholder is providing the approval required by the 1940 Act to effectuate the withdrawal of the Company’s election to be regulated as a BDC concurrently with the liquidation or dissolution of the Company. The Company does not anticipate any substantial change in the nature of our business. Contents

(6)

~~As with other companies regulated by the 1940 Act~~Cash, acash ~~BDC must adhere to certain substantive regulatory requirements. A majority of the Company’s directors must be persons who are not interested persons~~equivalents, ~~as that term is defined in Section 2(a)(19) of the 1940 Act~~U. ~~Additionally, the Company is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC~~S. ~~Furthermore,~~government assecurities ~~a BDC, the Company is prohibited from protecting any director~~ or ~~officer~~high-quality ~~against~~debt ~~any~~securities ~~liability~~maturing toin ~~the~~one ~~Company~~year or ~~its~~less ~~Unitholders arising~~ from ~~willful misfeasance, bad faith, gross negligence or reckless disregard of~~ the ~~duties~~time ~~involved in the conduct~~ of ~~such person’s office~~investment.

(7)

AsOffice afurniture ~~BDC~~and equipment, ~~the~~interests ~~Company~~in isreal ~~required~~estate toand ~~meet~~leasehold animprovements ~~asset~~and ~~coverage~~facilities ~~ratio,~~maintained ~~reflecting~~to conduct the ~~value~~business operations of ~~our~~the ~~total~~BDC, ~~assets~~deferred toorganization ~~our~~and ~~total~~operating ~~senior securities~~expenses, ~~which~~and ~~include~~other ~~all~~noninvestment ofassets ~~our~~necessary ~~borrowings~~ and ~~any~~appropriate ~~preferred~~to ~~units~~its weoperations ~~may~~as ~~issue~~a inBDC, ~~the~~including ~~future,~~notes of atindebtedness ~~least~~of ~~150%.~~directors, ~~The~~officers, ~~Company~~employees, ~~may~~and ~~also~~general bepartners ~~prohibited~~held ~~under~~by ~~the~~a ~~1940~~BDC ~~Act~~as ~~from~~payment ~~knowingly~~for ~~participating~~securities inof ~~certain~~such ~~transactions~~company ~~with~~issued ~~our~~in ~~affiliates~~connection ~~without~~with ~~the~~an ~~prior~~executive ~~approval~~compensation ofplan ~~directors~~described ~~who are not interested persons and,~~ in ~~some~~Section ~~cases,~~57(j) ~~prior~~of ~~approval by~~ the ~~SEC.~~1940 Act.

~~co-investment~~Under Section 55(b) of the 1940 Act, the value of a BDC’s assets shall be determined as of the date of the most recent financial statements filed by such company with the SEC pursuant to Section 13 of the 1934 Act, and shall be determined no less frequently than annually.

~~The~~Significant Managerial ~~Company~~Assistance ~~is generally not able~~ to issue and sell Units at a price below net asset value per Unit without Unitholder approval. The Company may, however, sell Units, or warrants, options or rights to acquire our Units, at a price below the then-current net asset value of our Units if the Board determines that such sale is in the best interests of the Company and the Unitholders, and the Unitholders approve such sale. Portfolio Companies

~~The~~As a BDC, the Company ~~may~~offers, beand ~~periodically~~must ~~examined~~provide byupon request, significant managerial assistance to its portfolio companies that constitute qualifying assets. This assistance could involve, among other things, monitoring the ~~SEC~~operations ~~for~~of ~~compliance~~portfolio companies, participating in board and management meetings, consulting with ~~the~~and ~~federal~~advising ~~securities~~officers ~~laws~~of portfolio companies and providing other organizational and financial guidance. The Company may also receive fees for these services. The Administrative Coordinator provides such managerial assistance, ~~including~~if any, on the ~~1940~~Company’s ~~Act.~~behalf to portfolio companies that request this assistance.

~~Qualifying~~Temporary ~~Assets~~ Investments

~~Under~~Pending ~~the~~investment ~~1940~~in ~~Act~~other types of “qualifying assets,” aas ~~BDC~~described above, the Company’s investments may ~~not~~consist ~~acquire~~of ~~any~~cash, ~~asset~~cash ~~other~~equivalents, ~~than~~U.S. ~~assets~~government ofsecurities ~~the~~or ~~type~~high-quality ~~listed~~investment grade debt securities maturing in ~~Section 55(a)~~one ofyear or less from the ~~1940~~time ~~Act~~of investment, which ~~are~~we ~~referred~~refer to, collectively, as temporary investments, so that 70% of the Company’s assets are qualifying assets. Typically, ~~unless~~we will invest in U.S. Treasury bills or other short-term, atU.S. government securities, including agencies, or in repurchase agreements, provided that such repurchase agreements are fully collateralized by cash or securities issued by the ~~time~~U.S. government or its agencies. A repurchase agreement involves the ~~acquisition~~purchase isby ~~made~~an investor, ~~qualifying~~such ~~assets~~as ~~represent~~the Company, of a specified security and the simultaneous agreement by the seller to repurchase it at ~~least~~an 70agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of the Company’s assets that may be invested in such repurchase agreements. However, if more than 25% of the ~~BDC~~Company’s total assets constitute repurchase agreements from a single counterparty, the Company would not meet the diversification tests in order to qualify as a RIC for U.S. ~~The~~federal ~~principal~~income ~~categories~~tax ofpurposes. ~~qualifying~~Thus, ~~assets~~the ~~relevant~~Company does not intend to ~~our~~enter ~~business~~into ~~are~~repurchase agreements with a single counterparty in excess of this limit. The Adviser will monitor the ~~following:~~creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

~~(1)~~Senior Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

~~(a)~~The Company is ~~organized~~permitted, under specified conditions, to issue multiple classes of indebtedness and one class of units senior to Units if asset coverage, as defined in the ~~laws~~1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while certain senior securities remain outstanding, the Company must make provisions to prohibit any distribution to Unitholders or the repurchase of such securities or units unless the Company meets the applicable asset coverage ratios at the time of the distribution or repurchase. The Company may also borrow amounts up to 5% of the value of total assets for temporary purposes without regard to asset coverage. The Company may borrow money, which would magnify the potential for gain or loss on amounts invested and ~~has~~may ~~its~~increase ~~principal~~the ~~place~~risk of ~~business~~investing in, the UCompany.~~S.;~~

~~(b)~~Code isof ~~not an investment company (other than a small business investment company wholly owned by the BDC); and~~Ethics

~~(c)~~The ~~satisfies~~Company ~~any~~and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establish procedures for personal investments and restricts certain transactions by personnel. The codes of ethics generally do not permit investments by employees in securities that may be purchased or held by the Company. Each code of ethics is available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: [email protected]ov.

i.Proxy ~~does~~Voting ~~not~~Policies ~~have~~and ~~any class of securities that is traded on a national securities exchange;~~Procedures

~~ii.~~We ~~has~~have adelegated ~~class~~our ofproxy ~~securities~~voting ~~listed~~responsibility onto athe ~~national~~Adviser. ~~securities~~A ~~exchange,~~summary ~~but~~of ~~has~~the anProxy ~~aggregate~~Voting ~~market~~Policies ~~value~~and Procedures of ~~outstanding~~the ~~voting~~Adviser are set forth below. The guidelines are reviewed periodically by the Adviser and ~~non-voting~~our ~~common~~independent ~~equity~~directors, ofand, ~~less~~accordingly, ~~than~~are ~~$250~~subject ~~million;~~to change.

17 18

~~iii~~As an investment adviser registered under the Advisers Act, the Adviser has a fiduciary duty to act solely in the best interests of its clients. isAs ~~controlled~~part of this duty, it recognizes that it must vote securities held by aits ~~BDC~~clients orin a ~~group~~timely manner free of ~~companies~~conflicts ~~including~~of ainterest. ~~BDC~~These policies and ~~the~~procedures ~~BDC~~for ~~has~~voting anproxies ~~affiliated~~for ~~person~~investment ~~who~~advisory isclients aare ~~director~~intended to comply with Section 206 of, ~~the~~and ~~eligible~~Rule ~~portfolio~~206(4)-6 ~~company;~~under, orthe Advisers Act.

ivThe Adviser votes proxies relating to our portfolio securities in the best interest of Unitholders. isThe Adviser reviews on a ~~small~~case-by-case ~~and~~basis ~~solvent~~each ~~company~~proposal ~~having~~submitted ~~total~~for ~~assets~~a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a negative impact on our investments, it may vote for such a proposal if there exists compelling long-term reasons to do so. The proxy voting decisions of ~~not~~our ~~more~~the ~~than~~Adviser $4are made by the senior investment professionals who are responsible for monitoring each of our investments.0 ~~million~~To ensure that our vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to a managing member of the Adviser any potential conflict that he or she is aware of and ~~capital~~any contact that he or she has had with any interested party regarding a proxy vote; and ~~surplus~~(ii) ofemployees ~~not~~involved ~~less~~in ~~than~~the ~~$2.0~~decision ~~million~~making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

~~(2)~~You ~~Securities~~may ofobtain ~~any~~information ~~eligible~~about ~~portfolio~~how ~~company~~we ~~which~~voted ~~the~~proxies ~~Company~~by ~~controls,~~making ~~which,~~a aswritten ~~defined~~request byfor ~~the~~proxy ~~1940~~voting ~~Act,~~information ~~is presumed~~ to: ~~exist~~SCP ~~where~~Private aCredit Income BDC ~~beneficially~~LLC, ~~owns~~500 ~~more~~Park ~~than~~Avenue, ~~25%~~New ofYork, ~~the~~NY ~~outstanding voting securities of the portfolio company~~10022.

~~(3)~~Privacy Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.Policy

~~(4)~~We ~~Securities~~endeavor ofto anmaintain ~~eligible~~the ~~portfolio~~privacy ~~company~~of ~~purchased~~our ~~from~~recordholders ~~any~~and ~~person~~to insafeguard atheir ~~private~~non-public ~~transaction~~personal ifinformation. ~~there~~The following information is noprovided ~~ready~~to ~~market~~help ~~for~~you ~~such~~understand ~~securities~~what ~~and~~personal ~~the~~information ~~Company~~we ~~already~~collect, ~~owns~~how ~~60%~~we ofprotect ~~the~~that ~~outstanding~~information ~~equity~~and ofwhy, ~~the~~in ~~eligible~~certain ~~portfolio~~cases, ~~company~~we may share information with select other parties.

~~(5)~~Generally, ~~Securities~~we ~~received~~will innot ~~exchange~~receive ~~for~~any ornon-public ~~distributed~~personal oninformation orabout ~~with~~recordholders ~~respect~~of tothe ~~securities~~units ~~described~~of inthe ~~(1)~~Company, ~~through~~although ~~(4)~~certain ~~above,~~of orour ~~pursuant~~recordholders’ non-public information may become available to ~~the~~us. ~~exercise~~The ofnon-public ~~warrants~~personal orinformation ~~rights~~that ~~relating~~we tomay ~~such~~receive ~~securities.~~falls into the following categories:

•

~~(6)~~Information ~~Cash,~~we ~~cash~~receive ~~equivalents~~from recordholders, ~~U.S.~~whether ~~government~~we ~~securities~~receive orit ~~high-quality~~orally, ~~debt~~in ~~securities~~writing ~~maturing~~or inelectronically. ~~one~~This ~~year~~includes orrecordholders’ ~~less~~communications ~~from~~to ~~the~~us ~~time~~concerning oftheir investment.;

•

~~(7)~~Information ~~Office~~about ~~furniture~~recordholders’ ~~and~~transactions ~~equipment, interests in real estate~~ and ~~leasehold~~history improvements and facilities maintained to conduct the business operations of the BDC, deferred organization and operating expenses, and other noninvestment assets necessary and appropriate to its operations as a BDC, including notes of indebtedness of directors, officers, employees, and general partners held by a BDC as payment for securities of such company issued in connection with anus; ~~executive compensation plan described in Section 57(j) of the 1940 Act.~~and

•

~~Under~~Other ~~Section 55(b)~~general ofinformation ~~the~~that ~~1940~~we ~~Act,~~may ~~the~~obtain ~~value~~about ofrecordholders, asuch ~~BDC’s assets shall be determined~~ as ofdemographic ~~the~~and ~~date~~contact ofinformation ~~the most recent financial statements filed by~~ such ~~company~~as ~~with the SEC pursuant to Section 13 of the 1934 Act, and shall be determined no less frequently than annually~~address.

~~Significant~~We ~~Managerial~~disclose ~~Assistance~~non-public topersonal ~~Portfolio~~information ~~Companies~~about recordholders:

•

~~As a BDC, the Company offers, and must provide upon request, significant managerial assistance~~ to ~~its~~our ~~portfolio~~affiliates ~~companies~~(such ~~that~~as ~~constitute~~SLR) ~~qualifying assets. This assistance could involve, among other things, monitoring the operations of portfolio companies, participating in board~~ and ~~management~~their ~~meetings,~~employees ~~consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. The Company may also receive fees~~ for ~~these~~everyday ~~services.~~business ~~The Administrative Coordinator provides such managerial assistance, if any, on the Company’s behalf to portfolio companies that request this assistance.~~ purposes;

•

~~Temporary~~to ~~Investments~~our service providers (such as our accountants, attorneys, custodians, transfer agent, underwriter and proxy solicitors) and their employees as is necessary to service recordholder accounts or otherwise provide the applicable service;

•

~~Pending~~to ~~investment~~comply inwith ~~other~~court ~~types of “qualifying assets~~orders,” ~~as described above~~subpoenas, ~~the~~lawful ~~Company’s~~discovery ~~investments may consist of cash~~requests, ~~cash equivalents, U.S. government securities~~ or high-quality investment grade debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of the Company’s assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or other ~~short-term,~~legal ~~U.S. government securities, including agencies,~~ or inregulatory ~~repurchase~~requirements; ~~agreements, provided that such repurchase agreements are fully collateralized by cash~~ or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as the Company, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no

•

18as allowed or required by applicable law or regulation.

~~Table~~When the Company shares non-public recordholder personal information referred to above, the information is made available for limited business purposes and under controlled circumstances designed to protect our recordholders’ privacy. The Company does not permit use of ~~Contents~~recordholder information for any non- business or marketing purpose, nor does the Company permit third parties to rent, sell, trade or otherwise release or disclose information to any other party.

~~percentage~~The ~~restriction on the proportion of the~~ Company’s ~~assets~~service ~~that~~providers, ~~may be invested in~~ such ~~repurchase~~as ~~agreements.~~SLR ~~However,~~and ifits ~~more~~transfer ~~than 25% of the Company’s total assets constitute repurchase agreements from a single counterparty~~agent, ~~the~~are ~~Company~~required ~~would not meet the diversification tests in order~~ to ~~qualify~~maintain asphysical, ~~a RIC for U.S. federal income tax purposes. Thus~~electronic, ~~the~~and ~~Company~~procedural ~~does~~safeguards ~~not intend~~ to ~~enter~~protect ~~into~~recordholder ~~repurchase~~non-public ~~agreements~~personal ~~with~~information; ato ~~single~~prevent ~~counterparty~~unauthorized inaccess ~~excess~~or ofuse; ~~this~~and ~~limit.~~to ~~The~~dispose ~~Adviser will monitor the creditworthiness~~ of ~~the~~such ~~counterparties~~information ~~with~~when ~~which~~it weis ~~enter~~no ~~into~~longer ~~repurchase agreement transactions~~required.

~~Senior~~Personnel ~~Securities~~of affiliates may access recordholder information only for business purposes. The degree of access is based on the sensitivity of the information and on personnel need for the information to service a recordholder’s account or comply with legal requirements.

~~The~~If ~~Company~~a isrecordholder ~~permitted,~~ceases ~~under specified conditions,~~ to ~~issue~~be ~~multiple~~a ~~classes~~recordholder, ofwe ~~indebtedness~~will ~~and~~adhere ~~one class of units senior~~ to ~~Units if asset coverage, as defined in~~ the ~~1940~~privacy ~~Act,~~policies isand atpractices ~~least~~as ~~equal~~described ~~to 150% immediately after each such issuance~~above. InWe ~~addition,~~may ~~while~~choose ~~certain senior securities remain outstanding, the Company must make provisions~~ to ~~prohibit~~modify ~~any~~our ~~distribution~~privacy topolicies ~~Unitholders or the repurchase of such securities or units unless the Company meets the applicable asset coverage ratios~~ at ~~the~~any time ~~of the distribution or repurchase~~. ~~The~~Before ~~Company~~we ~~may~~do ~~also borrow amounts up to 5% of the value of total assets for temporary purposes without regard to asset coverage. The Company may borrow money~~so, ~~which~~we ~~would~~will ~~magnify~~notify ~~the~~recordholders ~~potential for gain or loss on amounts invested~~ and ~~may~~provide ~~increase~~a ~~the~~description ~~risk~~ of ~~investing~~our inprivacy ~~the Company~~policy.

~~Code of Ethics~~ 19

17j-1Table of Contents

~~204A~~In the event of a corporate change in control resulting from, for example, a sale to, or merger with, another entity, or in the event of a sale of assets, we reserve the right to transfer your non-1public personal information to the new party in control or the party acquiring assets.

~~http://www.sec.gov~~Reporting Obligations

~~[email protected]~~We furnish our Unitholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the 1934 Act.

~~Proxy~~Unitholders ~~Voting~~and ~~Policies~~the public may read and ~~Procedures~~copy any materials we file with the SEC on the SEC’s website (www.sec.gov). We make available free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

~~non-interested~~Certain U.S. Federal Income Tax Considerations

~~206(4)-6~~The following discussion is a general summary of certain U.S. federal income tax considerations applicable to the Company and to an investment in Units. This discussion is based on the provisions of the Code and the regulations of the U.S. Department of Treasury promulgated thereunder, or “Treasury regulations,” each as in effect as of the date of this report.

~~case-~~These provisions are subject to differing interpretations and change by legislative or administrative action, and any change may be retroactive. This discussion does not constitute a detailed explanation of all U.S. federal income tax aspects affecting the Company and its Unitholders and does not purport to deal with the U.S. federal income tax consequences that may be important to particular Unitholders in light of their individual investment circumstances or to some types of Unitholders subject to special tax rules, such as financial institutions, broker dealers, insurance companies, tax-~~case~~exempt organizations, persons holding Units in connection with a hedging, straddle, conversion or other integrated transaction, investors who are subject to the special tax accounting rules under Section 451(b) of the Code, Non-U.S. Unitholders (as defined below) engaged in a trade or business in the U.S., persons who have ceased to be U.S. citizens or to be taxed as resident aliens or individual Non-U.S. Unitholders present in the U.S. for 183 days or more during a taxable year. This discussion also does not address any aspects of U.S. estate or gift tax or foreign, state or local tax. This discussion assumes that Unitholders hold their Units as capital assets for U.S. federal income tax purposes (generally, assets held for investment). The Company has not requested a ruling from the Internal Revenue Service, or “IRS,” or opinion of counsel regarding any matter discussed herein.

~~You~~For ~~may~~purposes ~~obtain~~of ~~information~~this ~~about~~discussion, ~~how~~a we“U.S. ~~voted~~Unitholder” ~~proxies~~is ~~by making~~ a ~~written~~beneficial ~~request~~owner ~~for~~of ~~proxy~~Units ~~voting~~that ~~information~~is ~~to:~~for ~~SCP~~U.S. ~~Private~~federal ~~Credit~~income ~~Income~~tax ~~BDC LLC, 500 Park Avenue, New York, NY 10022.~~ purposes:

•

~~Privacy~~an ~~Policy~~individual who is a citizen or resident of the United States;

•

~~non-public~~a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia;

•

19an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

~~Table~~a trust if a court within the U.S. is able to exercise primary jurisdiction over the administration of ~~Contents~~the trust and one or more U.S. persons have authority to control all substantial decisions of the trust.

~~non~~For purposes of this discussion, a “Non-~~public~~U.S. Unitholder” means a beneficial owner of Units that is for U.S. federal income tax purposes that is not a U.S. Unitholder or a partnership (or other entity classified as a partnership for U.S. federal income tax purposes).

~~non-public~~If a partnership (or other entity classified as a partnership, for U.S. federal income tax purposes) holds Units, the treatment of the partnership and each partner for U.S. federal income tax purposes generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. An investor considering an investment in a partnership that will invest in Units should consult the disclosure documents provided to such investor from such partnership in conjunction with this discussion to determine the applicability of this discussion to an indirect investment in Units through such partnership. In addition, such investor should consult its own tax advisers regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of interests in a partnership and of Units by such partnership in light of such partner’s particular circumstances.

~~non-public~~Taxation of the Company

•The ~~Information~~Company weelected ~~receive~~to ~~from~~be ~~recordholders,~~treated ~~whether~~as wea ~~receive~~RIC itunder ~~orally~~Subchapter M of the Code for 2018 and intends to qualify for taxation as a RIC annually. As a RIC, inthe ~~writing~~Company orgenerally ~~electronically~~will not pay corporate-level U.S. ~~This~~federal ~~includes~~income ~~recordholders’~~taxes ~~communications~~on toany usordinary ~~concerning~~income ~~their~~or ~~investment;~~capital gains that it timely distributes to Unitholders as dividends.

~~• Information about recordholders’ transactions and history with us; and~~20

•Table Otherof general information that we may obtain about recordholders, such as demographic and contact information such as address.Contents

~~non-public~~To qualify as a RIC, the Company must, among other things:

•

•derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to ~~our~~certain ~~affiliates~~securities ~~(such~~loans, asgains ~~SLR)~~from ~~and~~the ~~their~~sale ~~employees~~or ~~for~~other ~~everyday~~taxable disposition of stock, securities or foreign currencies, other income derived with respect to the business ~~purposes~~of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership,” or “QPTP,” hereinafter the “90% Gross Income Test;” and

•

•diversify toits ~~our~~holdings ~~service~~so ~~providers (such as our accountants~~that, ~~attorneys,~~at ~~custodians,~~the ~~transfer~~end ~~agent,~~of ~~underwriter~~each ~~and~~quarter ~~proxy~~of ~~solicitors)~~each ~~and~~taxable ~~their employees as is necessary to service recordholder accounts or otherwise provide the applicable service;~~year:

•

•at toleast ~~comply~~50% ~~with~~of ~~court~~the ~~orders~~value of its total assets is represented by cash and cash items, ~~subpoenas~~U.S. Government securities, ~~lawful~~the ~~discovery~~securities ~~requests~~of other RICs and other securities, orwith other ~~legal~~securities orlimited, ~~regulatory~~in ~~requirements;~~respect orof any one issuer, to an amount not greater than 5% of the value of total assets and not more than 10% of the outstanding voting securities of such issuer, and

•

•not asmore ~~allowed~~than 25% of the value of its total assets is invested in the securities of any issuer (other than U.S. Government securities and the securities of other RICs), the securities of any two or ~~required~~more byissuers ~~applicable~~that ~~law~~the Company controls and that are determined to be engaged in the same business or ~~regulation~~similar or related trades or businesses, or the securities of one or more QPTPs, or the “Diversification Tests.”

~~non~~As a RIC, the Company (but not its Unitholders) is generally not subject to U.S. federal income tax on investment company taxable income and net capital gains that it timely distributes to Unitholders in any taxable year with respect to which it distributes an amount equal to at least 90% of the sum of its (i) investment company taxable income (which includes, among other items, dividends, interest and the excess of any net realized short-~~public~~term capital gains over net realized long-term capital losses and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) net tax-exempt interest income (which is the excess of gross tax-exempt interest income over certain disallowed deductions), or the “Annual Distribution Requirement.” The Company intends to distribute annually all or substantially all of such income. Generally, if the Company fails to meet this Annual Distribution Requirement for any taxable year, it will fail to qualify as a RIC for such taxable year. To the extent the Company meets the Annual Distribution Requirement for a taxable year, but retains net capital gains for investment or any investment company taxable income, it is subject to U.S. federal income tax on such retained capital gains and investment company taxable income. The Company may choose to retain net capital gains for investment or any investment company taxable income, and pay the associated corporate-level U.S. federal income tax, including the 4% U.S. federal excise tax described below.

~~non-~~The Company is subject to a nondeductible 4% U.S. federal excise tax on certain of its undistributed income, unless it timely distributes (or is deemed to have timely distributed) an amount equal to the sum of:

•

~~non-public~~at least 98% of ordinary income (not taking into account any capital gains or losses) for the calendar year;

•

~~Personnel~~at ofleast ~~affiliates~~98.2% ~~may~~of ~~access~~the ~~recordholder~~amount ~~information~~by ~~only~~which ~~for~~capital ~~business~~gains ~~purposes.~~exceed ~~The~~capital ~~degree~~losses of(adjusted ~~access~~for iscertain ~~based~~ordinary onlosses) ~~the~~for ~~sensitivity~~a ofone-year ~~the~~period ~~information~~generally ~~and~~ending on ~~personnel~~October ~~need~~31 ~~for~~of the ~~information~~calendar toyear ~~service~~(unless aan ~~recordholder’s~~election ~~account~~is ormade ~~comply~~by ~~with~~the ~~legal~~Company ~~requirements.~~to use its taxable year); and

•

Ifany aordinary ~~recordholder~~income ~~ceases~~and tonet becapital agains ~~recordholder,~~that we ~~will~~recognized ~~adhere~~in topreceding ~~the~~years, ~~privacy~~but ~~policies~~were ~~and~~not ~~practices~~distributed asduring ~~described~~such ~~above.~~years Weon ~~may~~which ~~choose~~the toCompany ~~modify~~paid ~~our~~no ~~privacy policies at any time~~U.S. ~~Before~~federal weincome ~~do so, we will notify recordholders and provide a description of our privacy policy~~tax.

~~non-public~~While the Company currently expects to distribute any income and capital gains in order to avoid the imposition of this 4% U.S. federal excise tax, it may not be successful in avoiding entirely the imposition of this tax. In that case, the Company will be liable for the tax only on the amount by which it does not meet the foregoing distribution requirement.

~~Reporting~~The ~~Obligations~~Company is authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, it is not permitted to make distributions to Unitholders while any senior securities are outstanding unless it meets the applicable asset coverage ratios. Moreover, the Company’s ability to dispose of assets or otherwise distribute amounts necessary to meet distribution requirements may be limited by (1) the illiquid nature of its portfolio, (2) other requirements relating to status as a RIC, including the Diversification Tests and/or (3) the limitations under one or more credit facilities. If the Company disposes of assets in order to meet the Annual Distribution Requirement or to avoid the 4% U.S. federal excise tax, it may make such dispositions at times that, from an investment standpoint, are not advantageous.

WeA ~~furnish~~RIC ~~our~~is ~~Unitholders~~limited ~~with~~in ~~annual~~its ~~reports~~ability ~~containing~~to ~~audited~~deduct ~~financial~~expenses ~~statements~~in excess of its “investment company taxable income” (which is, ~~quarterly~~generally, ~~reports~~ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If the Company’s expenses in a given year exceed investment company taxable income, ~~and~~it ~~such~~would ~~other~~experience ~~periodic~~a ~~reports~~net asoperating weloss ~~determine~~for that year. However, a RIC is not permitted to becarry ~~appropriate~~forward ornet asoperating ~~may~~losses to subsequent years. In addition, expenses can be ~~required~~used byonly ~~law.~~to Weoffset ~~are~~investment ~~required~~company taxable income, not net capital gain. Due to ~~comply~~these ~~with~~limits ~~all~~on ~~periodic~~the ~~reporting~~deductibility of expenses, ~~proxy~~the ~~solicitation~~Company may, for tax purposes, have aggregate taxable income for several years that it is required to distribute and ~~other~~that ~~applicable~~is ~~requirements~~taxable ~~under~~to Unitholders even if such income is greater than the ~~1934~~aggregate ~~Act.~~net income the

~~www.sec.gov~~21

10-K,Table of Contents

~~10-Q~~Company actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, Unitholders may receive a larger capital gain distribution than they would have received in the absence of such transactions.

8Check-Kthe-Box Election and Failure to be Taxed as a RIC

20In connection with the intention to be taxed as a RIC, the Company filed a check-the-box election to be classified as a corporation for U.S. federal income tax purposes. In addition, while the Company has elected, and expects to qualify to be treated as a RIC annually, no assurance can be provided that it will qualify as a RIC for any taxable year. If the Company is unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, it would be subject to U.S. federal income tax on all taxable income (including net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to Unitholders, nor would distributions be required. Distributions, including distributions of net long-term capital gain, would generally be taxable to Unitholders as ordinary dividend income to the extent of current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate Unitholders would be eligible to claim a dividend received deduction with respect to such dividend; non-corporate Unitholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of current and accumulated earnings and profits would be treated first as a return of capital to the extent of the Unitholder’s tax basis, and any remaining distributions would be treated as a capital gain. If the Company subsequently fails to qualify as a RIC, in order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC. If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate-level U.S. federal income tax on any net built-in gains with respect to certain assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years.

~~Table~~The remainder of ~~Contents~~this discussion assumes that the Company qualifies as a RIC for each taxable year.

~~Certain~~Company ~~U.S. Federal Income Tax Considerations~~ Investments

~~The~~Certain ~~following~~investment ~~discussion~~practices isare asubject ~~general~~to ~~summary~~special ofand ~~certain~~complex U.S. federal income tax ~~considerations~~provisions ~~applicable~~that tomay, among other things, (i) disallow, suspend or otherwise limit the ~~Company~~allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gains and toqualified andividend ~~investment~~income ininto ~~Units.~~higher ~~This~~taxed ~~discussion~~short-term iscapital ~~based~~gains onor ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the ~~provisions~~deductibility of ~~the~~which ~~Code~~is ~~and~~more limited), (iv) cause the ~~regulations~~Company to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the ~~U.S.~~time ~~Department~~as to when a purchase or sale of ~~Treasury~~stock ~~promulgated~~or ~~thereunder~~securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions or ~~“Treasury~~(vii) ~~regulations,”~~produce ~~each~~income asthat inwill ~~effect~~not qualify as good income for purposes of the ~~date~~90% Gross Income Test. The Company monitors transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and to prevent disqualification as a RIC but there can be no assurance of success in this ~~report~~regard.

Taxable Subsidiaries. Some of the income and fees that the Company may recognize will not satisfy the 90% Gross Income Test. In order to ensure that such income and fees do not disqualify the Company from RIC tax~~-exempt~~ treatment as a result of a failure to satisfy the 90% Gross Income Test, it may hold assets that generate such income and provide services that generate such fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay U.S. federal corporate income tax on their earnings, which ultimately will reduce the Company’s return on such income and fees.

~~Non-~~Passive Foreign Investment Companies. If the Company purchases shares in a “passive foreign investment company,” or PFIC, it may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Company to Unitholders. Certain elections are available under certain circumstances that may allow the Company to ameliorate the impact of this tax. Such elections may require the Company to recognize in a year income in excess of the current cash distributions (if any) from the applicable PFICs and the proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax.

~~Non-U~~Debt Instruments.S In certain circumstances, the Company may be required to recognize taxable income prior to its receipt of the related cash. For example, if the Company holds debt instruments that are treated under applicable tax rules as having OID (such as debt instruments with an end-of-term payment and/or PIK income payment or, in certain cases, increasing interest rates or issued with warrants), it must include in taxable income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received in the same taxable year. Because any OID accrued will be included in investment company taxable income for the year

~~For purposes of this discussion, a “U.S. Unitholder” is a beneficial owner of Units that is for U.S. federal income tax purposes:~~ 22

•Table an individual who is a citizen or resident of the United States;Contents

•of aaccrual, ~~corporation~~the ~~created~~Company ormay ~~organized~~be required to make a distribution to Unitholders in ororder ~~under~~to satisfy the ~~laws~~Annual ofDistribution Requirement and to avoid the ~~United~~4% ~~States~~U.S. federal excise tax, ~~any~~even ~~state~~though ~~therein~~it orwill ~~the~~not ~~District~~have ofreceived ~~Columbia;~~any corresponding cash amount.

•Warrants. anGain ~~estate,~~or loss realized from the ~~income~~sale or exchange of ~~which~~warrants isacquired ~~subject~~as well as any loss attributable to ~~U.S.~~the ~~federal~~lapse ~~income~~of ~~taxation~~such ~~regardless~~warrants generally are treated as capital gain or loss. The treatment of ~~its~~such ~~source;~~gain or loss as long-term or short-term generally depends on how long the Company has held a particular warrant and on the nature of the disposition transaction.

•Foreign aCurrency ~~trust~~Transactions. ifUnder athe ~~court~~Code, ~~within~~gains ~~the~~or ~~U.S.~~losses isattributable ~~able~~ to ~~exercise~~fluctuations ~~primary~~in ~~jurisdiction~~exchange ~~over~~rates ~~the~~which ~~administration~~occur ofbetween the ~~trust~~time the Company accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and ~~one~~the time the Company actually collects such receivables or ~~more~~pays Usuch liabilities generally are treated as ordinary income or loss.S. ~~persons~~Similarly, ~~have~~on ~~authority~~disposition of debt instruments and certain other instruments denominated in a foreign currency, gains or losses attributable to ~~control~~fluctuations ~~all~~in ~~substantial~~the ~~decisions~~value of the ~~trust~~foreign currency between the date of acquisition of the instrument and the date of disposition also are treated as ordinary gain or loss.

~~“Non-U.S.~~General Tax Cooperation

IfThe aCompany ~~partnership~~will ~~(or~~provide ~~other~~Unitholders ~~entity~~with ~~classified~~certain information regarding the amount of each distribution by us characterized as a ~~partnership,~~“return ~~for~~of ~~U.S.~~capital ~~federal~~distribution,” ~~income~~“interest-related ~~tax~~dividend ~~purposes)~~distribution,” ~~holds~~“ordinary ~~Units~~dividend distribution,” ~~the~~“short ~~treatment~~term ofcapital ~~the~~gain ~~partnership~~distribution” ~~and~~or ~~each~~“long ~~partner~~term capital gain distribution” for U.S. federal income tax purposes ~~generally will depend~~ on ~~the~~an ~~status~~estimated ofbasis ~~the~~in ~~partner,~~connection ~~the~~with ~~activities~~such ofdistribution ~~the partnership~~ and ~~certain~~on ~~determinations~~a ~~made~~final atbasis ~~the~~not ~~partner~~later ~~level.~~than AnMarch ~~investor~~1st ~~considering~~of anthe ~~investment~~taxable inyear afollowing ~~partnership~~the ~~that~~distribution. ~~will~~The ~~invest~~Company inand ~~Units~~the ~~should~~Adviser ~~consult~~shall ~~the~~use ~~disclosure~~commercially ~~documents~~reasonable ~~provided~~efforts to ~~such~~provide ~~investor~~Unitholders ~~from~~annually ~~such~~with ~~partnership~~any inother ~~conjunction~~tax ~~with~~information ~~this~~that ~~discussion~~the toCompany ~~determine~~and the ~~applicability~~Adviser ofpossess, ~~this~~or ~~discussion~~can toreasonably anobtain, ~~indirect~~reasonably ~~investment~~requested by Unitholders in ~~Units~~writing, ~~through~~concerning ~~such~~distributions ~~partnership.~~by Inthe ~~addition,~~Company ~~such~~or ~~investor~~redemption ~~should~~of ~~consult~~Units ~~its~~by ~~own~~the ~~tax~~Company. ~~advisers~~The ~~regarding~~Company and the ~~U.S.~~Adviser ~~federal~~shall ~~income~~use ~~tax~~commercially ~~consequences~~reasonable ofefforts ~~the~~to ~~acquisition,~~cooperate ~~ownership~~with ~~and~~Unitholders ~~disposition~~by ofproviding ~~interests~~any inadditional atax ~~partnership~~information and/or assisting in the filing of ~~Units~~additional bytax ~~such~~forms ~~partnership~~relating into ~~light~~the ofCompany, ~~such~~as ~~partner’s~~reasonably ~~particular~~requested ~~circumstances.~~by Unitholders.

~~Taxation~~Importance of ~~the~~Obtaining ~~Company~~Professional Advice

The ~~Company~~foregoing ~~elected~~analysis tois benot ~~treated~~intended as a ~~RIC~~substitute ~~under Subchapter M of the Code~~ for ~~2018~~careful ~~and~~tax ~~intends to qualify for taxation as a RIC annually~~planning. AsAccordingly, aprospective ~~RIC,~~investors in the Company ~~generally~~are ~~will~~strongly ~~not~~urged ~~pay~~to ~~corporate-level~~consult ~~U.S.~~their ~~federal~~tax ~~income~~advisors ~~taxes~~with onspecific ~~any~~reference ~~ordinary~~to ~~income~~their orown ~~capital~~situations ~~gains~~regarding ~~that~~the itpossible ~~timely~~tax ~~distributes~~consequences toof ~~Unitholders~~an asinvestment ~~dividends.~~in the Company.

ToSummary ~~qualify~~Risk ~~as a RIC, the Company must, among other things:~~ Factors

•General ~~derive~~Risks inRelated ~~each taxable year at least 90% of its gross income from dividends, interest, payments with respect~~ to ~~certain~~Investment securities loans, gains from the sale or other taxable disposition of stock, securities or foreign currencies, other income derived with respect to the business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership,” or “QPTP,” hereinafter the “90% Gross Income Test;” andStrategy

21• The success of the Company’s investments will depend on the successful implementation of its investment strategy. • The Company could be subject to the risks associated with investments in senior secured loans, subordinated loans, Mezzanine Securities (as defined below) and unsecured loans. • The Company’s loans may permit borrowers to prepay, which could affect the yield of the Company’s investments. • Terms and conditions of the Company’s loan agreements may be amended, modified or waived only by the agreement of the lenders. • The Company may make investments in loans, or securities backed by loans, that are or may be non-performing loans. • The Company’s success will depend, in part, on originating loans on advantageous terms. • Bank loans and corporate loans may not be readily marketable and may be subject to restrictions on resale. • The Company intends to make investments in the life sciences industry. Various segments of the life sciences industry are (or may become) (i) highly regulated, (ii) subject to frequent regulatory change and (iii) dependent upon various government or private insurance reimbursement programs. • The value of the Company’s investments could be affected by factors affecting the economy and securities markets generally. • Periods of market volatility have occurred and could continue to occur in response to pandemics or other events. • The Adviser will rely on information provided by internal sources and third parties when conducting due diligence. • Fixed and floating rate debt instruments are subject to the risks associated with change in interest rates. • Most of the Company’s Portfolio Investments at any given time are expected to be illiquid. • The Company is subject to risks related to inflation and deflation. • Economic sanction laws may prohibit investments in certain countries and with certain individuals and companies. • The Company may choose to waive or defer enforcement of covenants in the debt securities held in its portfolio, which may cause the Company to lose all or part of its investment in these companies.

~~Table of Contents~~23

•Table diversify its holdings so that, at the end of each quarter of each taxable year:Contents

•General atRisks ~~least~~Related 50% of the value of its total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs and other securities, with other securities limited, in respect of any one issuer, to ~~an amount not greater than 5% of~~ the ~~value of total assets and not more than 10% of the outstanding voting securities of such issuer, and~~Company

• ~~not~~There ~~more~~can ~~than~~be ~~25%~~no guarantee of returns and Unitholders may lose all of their money by investing in the ~~value~~Company. • Pursuant to the LLC Agreement, Units are not generally transferable and voluntary withdrawal of ~~its~~Units ~~total~~is ~~assets~~not allowed. • The Company is ~~invested~~subject into management risk because the ~~securities~~Adviser actively manages its investment portfolio. • If the professional staff of ~~any~~the ~~issuer~~Adviser (fail to maintain their existing relationships or develop new relationships with other ~~than~~sponsors Uor sources of investment opportunities, the Company will not be able to grow its investment portfolio.S. ~~Government~~• ~~securities~~The Company’s assets are available to satisfy all liabilities and other obligations of the ~~securities~~Company. • There is no assurance that the Adviser’s analysis of ~~other~~potential ~~RICs),~~investments will take into consideration all appropriate factors. • The Company could be substantially adversely affected by the ~~securities~~unfavorable performance of any ~~two~~single orinvestment. ~~more~~• ~~issuers~~The Company will include in its income certain amounts that the Company ~~controls~~has ~~and~~not yet received in cash. • It is expected that the majority of the Company’s investments will not have market quotations available. • Securities that the Adviser believes are ~~determined~~not tovalued correctly may not ultimately be ~~engaged~~valued inas projected. • The Adviser may employ financial/analytical models that may not reflect actual results. • The Company and the ~~same~~Adviser ~~business~~may orbe ~~similar~~subject to the risks and costs of regulatory investigations or ~~related~~becoming ~~trades~~involved in litigation with third parties. • The Company and/or ~~businesses,~~the Adviser may enter into various indemnification agreements or arrangements with third parties. • The Company could be subject to the ~~securities~~risks related to the Russian invasion of ~~one~~Ukraine. or• ~~more~~A ~~QPTPs~~Unitholder in default with respect to its unfunded Commitment may experience material adverse effects on its investment. • Unitholders could be subject to cybersecurity risks associated with electronic databases and communications. • Adverse developments affecting the financial services industry could have a material adverse effect on the Company, orthe Adviser and the ~~“Diversification~~Portfolio ~~Tests~~Investments.” • The Company is subject to technological risks, including those associated with artificial intelligence and machine learning technology. •• The Company is subject to risks associated with ESG (as defined below) initiatives and climate change.The Company is subject to risks associated with U.S. government shutdowns, uncertainty over the U.S. debt ceiling and any related downgrades in the U.S.'s credit ratings.

~~tax-exempt~~Risks Related to RICs and BDCs

~~tax-exempt~~• No assurance can be given that the Company will be able to maintain qualification as a RIC. • Unitholders will experience the increased risks pertaining to the Company’s use of leverage to partially finance its investments. • The Company intends to distribute to Unitholders substantially all of its ordinary income and capital gain. • A BDC must carry investments at market value or at fair value, as determined in good faith by the Board. • At least 70% of a BDC’s assets must consist of “qualifying assets”.

~~The~~Regulatory ~~Company~~Risks isRelating ~~subject~~ to ~~a nondeductible 4% U.S. federal excise tax on certain of its undistributed income, unless it timely distributes (or is deemed to have timely distributed) an amount equal to~~ the ~~sum of:~~ Company

• at least 98% of ordinary income (not taking into account any capital gains or losses) for the calendar year;


	•		The Company could be precluded from conducting Rule 506 Offerings (as defined below) due to “Bad Actor” restrictions.
	•		The Company could be subject to the risks associated with complying with the Sarbanes-Oxley Act (as defined below).

•Other atRisks ~~least~~Related 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by the Company to ~~use~~Portfolio ~~its taxable year); and~~Investments

• ~~any~~The ~~ordinary~~Company ~~income~~could ~~and~~be ~~net~~subject ~~capital~~to ~~gains~~the ~~that~~risks weassociated ~~recognized~~with investments in ~~preceding~~high ~~years~~yield securities, ~~but~~corporate ~~were~~debt ~~not~~securities, ~~distributed~~convertible ~~during~~securities, ~~such~~preferred ~~years~~stock, onreverse ~~which~~repurchase agreements, and distressed companies. • The Company could be subject to the risks associated with the use of warrants and rights. • The Company ~~paid~~could nobe Usubject to the risks associated with the elimination of LIBOR and use of SOFR.S • The Company could be subject to the risks associated with the effect of an economic slowdown on Portfolio Investments. ~~federal~~• ~~income~~The ~~tax~~Company’s Portfolio Investments will require active monitoring and may, at times, involve participation in business strategy or reorganization proceedings. • The Company could be subject to the risks associated with investments in zero-coupon bonds, deferred interest rate bonds and PIKs. • The Company may dispose of its investments through whatever manner it deems to be advisable, including through asset sales, repackaging transactions, securitizations, initial public offerings, strategic transactions and other mergers and acquisitions activity, and/or any combination thereof. Therefore, the disposition of Company investments will be subject to the risks associated with the particular exit strategy utilized.

While the Company currently expects to distribute any income and capital gains in order to avoid the imposition of this 4% U.S. federal excise tax, it may not be successful in avoiding entirely the imposition of this tax. In that case, the Company will be liable for the tax only on the amount by which it does not meet the foregoing distribution requirement. 24

TheTable Company is authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, it is not permitted to make distributions to Unitholders while any senior securities are outstanding unless it meets the applicable asset coverage ratios. Moreover, the Company’s ability to dispose of assets or otherwise distribute amounts necessary to meet distribution requirements may be limited by (1) the illiquid nature of its portfolio, (2) other requirements relating to status as a RIC, including the Diversification Tests and/or (3) the limitations under one or more credit facilities. If the Company disposes of assets in order to meet the Annual Distribution Requirement or to avoid the 4% U.S. federal excise tax, it may make such dispositions at times that, from an investment standpoint, are not advantageous. Contents

AItem RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses)1A. IfRisk ~~the Company’s expenses in a given year exceed investment company taxable income, it would experience a net operating loss for that year~~Factors. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. Due to these limits on the deductibility of expenses, the Company may, for tax purposes, have aggregate taxable income for several years that it is required to distribute and that is taxable to Unitholders even if such income is greater than the aggregate net income the Company actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, Unitholders may receive a larger capital gain distribution than they would have received in the absence of such transactions.

22The purchase of Units involves a number of significant risks and other important factors relating to investments in BDCs generally, and relating to the strategy and investment objective of the Company in particular. An investment in the Company is a potentially suitable investment only for a sophisticated investor for whom such an investment does not represent a complete investment program and who, in consultation with its investment and tax advisors, fully understands and is capable of assuming the risks of an investment in the Company.

~~Table~~The ofCompany ~~Contents~~holds certain investments and conducts certain activities through investing in wholly-owned SPVs. All references to investments by the Company in this annual report on Form 10-K refer, as the context requires, to investments by either the Company or those SPVs.

~~Check-~~There can be no assurance that the~~-Box~~ Company will achieve its investment objective, that the Company will not lose capital, that the Adviser’s judgment will result in profitable investments by the Company or that the Adviser will successfully be able to implement the Company’s investment strategy. An investment in the Company involves investment considerations and risk factors that prospective investors should consider before subscribing. No guarantee or representation is made that the Company’s investments will succeed.

~~check-~~Certain of the~~-box~~ characteristics and risks of the portfolio instruments and investment, hedging, financing and disposition techniques that the Adviser may utilize in managing the Company are set forth below. This is not intended to be a complete description or enumeration of portfolio instruments, investment, hedging, financing or disposition techniques or risks.

~~non~~The Company’s ability to achieve its investment objective may be affected by, among other things, the factors described below. The Company may also invest in instruments or engage in investment, hedging, financing or disposition techniques other than those described below, including instruments or investment, hedging, financing or disposition techniques that are not in existence as of the date of this annual report on Form 10-~~corporate~~K. Consistent with its investment strategy, the Company may invest in instruments and engage in investment, hedging, financing or disposition techniques of any and all types, which exist now or are hereafter created.

~~built~~The discussion below, to the extent it relates to bankruptcy law or proceedings or to debtors’ and creditors’ rights, is based upon principles of U.S. federal and state laws. Insofar as the Portfolio Investments, include obligations of non-U.S. issuers, or bankruptcy, reorganization or similar proceedings in a country other than the U.S., the laws of such other countries, and the rights and obligations of debtors and creditors in such other countries, under factual circumstances similar to those described below, may or may not be analogous to those described below.

~~i.e.~~General Risks Related to Investment Strategy

~~The~~Senior ~~remainder~~Secured Loans. With respect to the Company’s investments in senior secured loans (including first lien loans), the Company will generally have a security interest in assets of ~~this~~the ~~discussion~~company, ~~assumes~~which should mitigate the risk that the Company ~~qualifies~~will not be repaid. However, the collateral securing the Company’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a ~~RIC~~result of the inability of the company to raise additional capital. In some circumstances, the Company’s lien could be subordinated to claims of other creditors. In addition, deterioration in a company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for ~~each~~the ~~taxable~~loan. Consequently, ~~year~~the fact that a loan is secured does not guarantee that the Company will receive principal and interest payments according to the loan’s terms, or at all, or that the Company will be able to collect on the loan should it be forced to enforce its remedies. Furthermore, if a secured loan is foreclosed, the Company could own the underlying collateral (e.g., real estate), and would be subject to the risks, costs and liabilities associated with owning and disposing of the collateral.

Subordinated Loans. The Company ~~Investments~~may invest in subordinated loans. In the event of a loss of value of the underlying assets that collateralize the loans, the subordinate portions of the loans may suffer a loss prior to the more senior portions suffering a loss. If a borrower defaults and lacks sufficient assets to satisfy the Company’s loan, the Company may suffer a loss of principal or interest. If a borrower declares bankruptcy, the Company may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. In addition, certain of the Company’s loans may be subordinate to other debt of the borrower. As a result, if a borrower defaults on the Company’s loan or on debt senior to the Company’s loan, or in the event of the bankruptcy of a borrower, the Company’s loan will be satisfied only after all senior debt is paid in full. The Company’s ability to amend the terms of the Company’s loans, assign the Company’s loans, accept prepayments, exercise the Company’s remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers may be limited by intercreditor arrangements if debt senior to the Company’s loans exists. In addition, the Company will be subject to the potential risks of foreclosure and ownership of underlying collateral described in “— Senior Secured Loans” above.

Certain investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Company to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions or (vii) produce income that will not qualify as good income for purposes of the 90% Gross Income Test. The Company monitors transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and to prevent disqualification as a RIC but there can be no assurance of success in this regard. 25

TaxableTable Subsidiariesof Contents

~~Passive~~Mezzanine ~~Foreign~~Securities. ~~Investment~~The ~~Companies~~Company may invest in unsecured securities that are senior to common stock or other equity securities (“Mezzanine Securities”). Mezzanine Securities are subordinated to substantial amounts of senior debt, all or a portion of which may be secured. As a result, holders of Mezzanine Securities are generally not entitled to receive any payments in bankruptcy or liquidation until senior creditors are paid in full. In addition, the legal remedies available to holders of Mezzanine Securities are normally limited by restrictions benefiting senior creditors. In the event a company in which the Company holds Mezzanine Securities cannot generate adequate cash flow to meet senior debt service, the Company may suffer a partial or total loss of capital invested. Because issuers of Mezzanine Securities are often highly leveraged, their relatively high debt-to-equity ratios create increased risks that their operations will not be able to generate adequate cash flow to meet senior debt service.

Unsecured Loans or Debt. ~~Instruments~~The Company may invest in unsecured loans which are not secured by collateral. In the event of default on an unsecured loan, the first priority lien holder has first claim to the underlying collateral of the loan. It is possible that no collateral value would remain for an unsecured holder and therefore result in a loss of investment to the Company. Because unsecured loans are lower in priority of payment to secured loans, they are subject to the additional risk that the cash flow of the borrower may be insufficient to meet scheduled payments after giving effect to the secured obligations of the borrower. Unsecured loans generally have greater price volatility than secured loans and may be less liquid.

Prepayment Risk. The terms of loans in which the Company invests may permit borrowers to voluntarily prepay loans at any time, either with no or a nominal prepayment premium. This prepayment right could result in the borrower repaying the principal on an obligation held by the Company earlier than expected. This may happen when there is a decline in interest rates or when the borrower’s improved credit or operating or financial performance allows the refinancing of certain classes of debt with lower cost debt. The yield of the Company’s investment assets may be affected by the rate of prepayments differing from the Adviser’s expectations.

~~end-~~Investment Modification Risk. The terms and conditions of~~-term~~ loan agreements and related assignments may be amended, modified or waived only by the agreement of the lenders. Generally, any such agreement must include a majority or a super majority (measured by outstanding loans or commitments) or, in certain circumstances, a unanimous vote of the lenders. Consequently, the terms and conditions of the payment obligation arising from Portfolio Investments could be modified, amended or waived in a manner contrary to the preferences of the Company if a sufficient number of the other lenders concurred with such modification, amendment or waiver. There can be no assurance that any obligations arising from a Portfolio Investment will maintain the terms and conditions to which the Company originally agreed.

23Collateral Risk. The collateral and security arrangements in relation to such secured obligations as the Company may invest in will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which may restrict the giving of collateral or security by an obligor, such as, for example, thin capitalization, over-indebtedness, financial assistance and corporate benefit requirements. If one or more Portfolio Investments do not benefit from the expected collateral or security arrangements, this may adversely affect the value of or, in the event of default, the recovery of principal or interest from such Portfolio Investments made by the Company. Accordingly, any such failure to properly create or perfect collateral and security interests attaching to the Portfolio Investments could have a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and the value of the Units. A component of the Adviser’s analysis of the desirability of making a given investment relates to the estimated residual or recovery value of such Portfolio Investments in the event of the insolvency of the obligor. This residual or recovery value will be driven primarily by the value of the anticipated future cash flows of the obligor’s business and by the value of any underlying assets constituting the collateral for such Portfolio Investment. The anticipated future cash flows of the obligor’s business and the value of collateral can, however, be extremely difficult to predict as in certain circumstances market quotations and third-party pricing information may not be available. If the recovery value of the collateral associated with the Portfolio Investments in which the Company invests decreases or is materially worse than expected by the Company, such a decrease or deficiency may affect the value of the Portfolio Investments made by the Company. Accordingly, there may be a material adverse effect on the performance of the Company, and, by extension, the Company’s business, financial condition, results of operations and the value of the Units.

~~Table~~Defaults. The Company may make investments in loans, or securities backed by loans, that may be at the time of ~~Contents~~their acquisition, or may become after acquisition, non-performing loans.

~~Warrants~~In the event of any default under a loan directly held by the Company or a loan underlying a security held by the Company, the Company will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the loan, which could have a material adverse effect on the Company’s cash flow from operations. Other non-performing loans may require workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-down of the original principal amount of such loans. Further, even if a restructuring were successfully accomplished, unless the restructuring provided for full amortization on or prior to maturity and the borrower strictly complied with that restructuring, a risk exists that upon maturity of such loans, replacement financing will not be available and such loans may not be repaid. In the event of the bankruptcy of a borrower, the loan to that borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), the lien securing the loan will be subject to the avoidance powers of the

. 26

ForeignTable Currencyof TransactionsContents

bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law, and realizing any value under such circumstances can be an expensive and lengthy process that could have a substantial negative effect on the anticipated return on the loan and on the security backed by such loan. Other risks attendant to a bankruptcy filing are described below. The foregoing statement does not apply in the context of a borrower insolvency case commenced under chapter 13 of the U.S. Bankruptcy Code where the underlying collateral is used as the principal residence of the borrower, but in such instances, the lender will nonetheless be stayed from the collection of its claim, taking possession of the collateral, and enforcing its lien unless and until the lender obtains relief from the automatic stay under the U.S. Bankruptcy Code.

Litigation and Related Risks Associated with Origination and Servicing. Loan origination and servicing companies are routinely involved in legal proceedings concerning matters that arise in the ordinary course of their business. These legal proceedings range from actions involving a single plaintiff to class action lawsuits with potentially tens of thousands of class members. In addition, a number of participants in the loan origination and servicing industry (including control persons of industry participants) have been the subject of regulatory actions by state regulators, including state Attorneys General, ~~Tax~~and ~~Cooperation~~by the federal government. Governmental investigations, examinations or regulatory actions, or private lawsuits, including purported class action lawsuits, may adversely affect such companies’ financial results. To the extent the Company seeks to engage in origination and/or servicing directly, or has a financial interest in, or is otherwise affiliated with, an origination or servicing company, the Company will be subject to enhanced risks of litigation, regulatory actions and other proceedings. As a result, the Company may be required to pay legal fees, settlement costs, damages, penalties or other charges, any or all of which could materially adversely affect the Company and its investments.

~~The~~Ability ~~Company~~to ~~will~~Originate ~~provide~~Loans ~~Unitholders~~on ~~with~~Advantageous ~~certain~~Terms; ~~information~~Competition ~~regarding~~and Supply. The Company’s success depends, in part, on the ~~amount~~ability of ~~each~~the ~~distribution~~Company byor usits ~~characterized~~affiliates asto aoriginate ~~“return~~loans ofon ~~capital~~advantageous ~~distribution,”~~terms. In ~~“interest-related~~originating ~~dividend~~and ~~distribution~~purchasing loans,” ~~“ordinary~~the ~~dividend~~Company ~~distribution,”~~or ~~“short~~its ~~term~~affiliates ~~capital~~will ~~gain~~compete ~~distribution”~~with ora ~~“long~~broad ~~term~~spectrum ~~capital~~of ~~gain~~lenders. Increased ~~distribution”~~competition for, ~~U.S.~~or ~~federal~~a ~~income~~diminishment ~~tax~~in ~~purposes~~the onavailable ansupply ~~estimated~~of, ~~basis~~qualifying loans could result in ~~connection~~lower ~~with~~yields on such ~~distribution~~loans, ~~and~~which oncould areduce ~~final~~returns ~~basis~~(if ~~not~~any) to investors. The Company intends to originate certain investments and later ~~than~~offer ~~March~~to ~~1st~~syndicate all or a portion of ~~the~~one ~~taxable~~or ~~year~~more ~~following~~investments ~~the~~to ~~distribution.~~certain ~~The~~other ~~Company~~funds ~~and~~or accounts managed by the Adviser ~~shall~~and ~~use~~its ~~commercially~~affiliates, ~~reasonable~~in ~~efforts~~each case subject to ~~provide~~their ~~Unitholders~~own ~~annually~~investment-review ~~with~~process, ~~any~~and ~~other~~to ~~tax~~co-investors ~~information~~and/or ~~that~~third parties. Prior to such syndication, or if such syndication is not successful, the Company’s ~~and~~exposure to the ~~Adviser~~originated ~~possess,~~investment may exceed the exposure that the Company intends to have over the long-term or ~~can~~would ~~reasonably~~have ~~obtain,~~had ~~reasonably~~if ~~requested~~it byhad ~~Unitholders~~purchased such investment in ~~writing,~~the ~~concerning~~secondary ~~distributions~~market byrather than originating it. Where syndication is not successful, the Company may elect to sell all or ~~redemption~~a portion of ~~Units~~an byoriginated investment at a loss in order to rebalance the Company.’s portfolio. The ~~Company~~level ~~and~~of ~~the~~analytical ~~Adviser~~sophistication, ~~shall~~both ~~use~~financial ~~commercially~~and ~~reasonable~~legal, ~~efforts~~necessary tofor ~~cooperate~~successful ~~with~~financing ~~Unitholders~~to bycompanies, ~~providing~~particularly ~~any~~companies ~~additional~~experiencing ~~tax~~significant ~~information~~business and~~/or~~ ~~assisting~~financial indifficulties is unusually high. There is no assurance that the ~~filing~~Adviser ofwill ~~additional~~correctly ~~tax~~evaluate ~~forms~~the ~~relating~~value toof the assets collateralizing the Company loans, asthe ~~reasonably~~prospects ~~requested~~for bysuccessful ~~Unitholders.~~repayment or a successful reorganization or similar action.

~~Importance~~Risks Relating to Bank Loans and Corporate Loans. Bank loans and corporate loans (which the Company will originate, invest in or otherwise gain exposure to) may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of ~~Obtaining~~indebtedness ~~Professional~~may ~~Advice~~require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Adviser believes to be a fair price. In addition, bank loans and corporate loans are often less liquid than other types of debt securities, particularly in times of significant market dislocation. Loans to small and middle market entities (“SMEs”) may involve certain heightened risks. See “— Investments in Smaller and Middle Market Companies” below.

~~The~~Holders ~~foregoing~~of ~~analysis~~bank isloans, ~~not~~corporate ~~intended~~loans asand aother ~~substitute~~forms of direct indebtedness depend primarily upon the creditworthiness of the corporate or other borrower for ~~careful~~payment ~~tax~~of ~~planning~~principal and interest. If ~~Accordingly~~the Company does not receive scheduled interest or principal payments on such indebtedness, ~~prospective~~the ~~investors~~value inof the Company’s ~~are~~investments ~~strongly~~could ~~urged~~be toadversely ~~consult~~affected. ~~their~~The ~~tax~~Company ~~advisors~~may ~~with~~invest ~~specific~~in ~~reference~~secured toand ~~their~~unsecured ~~own~~bank ~~situations~~loans ~~regarding~~and corporate loans. Bank loans and corporate loans that are fully secured may offer the ~~possible~~Company ~~tax~~more ~~consequences~~protection ofthan an ~~investment~~unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of any collateral from a secured bank loan or corporate loan would satisfy the borrower’s obligation, or that such collateral could be liquidated. In the event of the bankruptcy of a borrower, the Company could experience delays or limitations in its ability to realize the benefits of any collateral securing a loan and could be compelled to accept new instruments or interests in respect of its claims under the bank loan in a plan of reorganization. These new instruments or interests may be on terms different from prevailing market terms for similar instruments and interests.

~~Item 1A~~Bank loans usually require, in addition to scheduled payments of interest and principal, the prepayment of the bank loan from free cash flow. The ~~Risk~~degree ~~Factors~~to which borrowers prepay bank loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Company derives interest income will be reduced. The effect of prepayments on the Company’s performance may or may not be mitigated by the receipt of prepayment fees and/or the Company’s reinvestment of prepayments in other bank loans that have similar or identical yields.

~~SUMMARY RISK FACTORS~~ 27

GeneralTable Risksof Related to Investment Strategy Contents

•The Company may purchase “assignments” of bank loans from lenders. The ~~success~~purchaser of an assignment typically succeeds to all the ~~Company’s~~rights ~~investments~~and ~~will~~obligations ~~depend~~under onthe loan agreement with the ~~successful~~same ~~implementation~~rights and obligations as the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of ~~its~~an ~~investment~~assignment ~~strategy~~may differ from, and be more limited than, those held by the assigning lender.

• The Company ~~could~~may bealso ~~subject~~invest in “participations” in bank loans. Participations by the Company in a lender’s portion of a bank loan typically will result in the Company having a contractual relationship only with such lender, not with the borrower. As a result, the Company may have the right to receive payments of principal, interest and any fees to which it is entitled only from the ~~risks~~lender ~~associated~~selling the participation and only upon receipt by such lender of such payments from the borrower. In connection with ~~investments~~purchasing inparticipations, ~~senior~~the ~~secured~~Company ~~loans~~generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, ~~subordinated~~nor ~~loans~~any rights with respect to any funds acquired by other lenders through set-off against the borrower, ~~Mezzanine~~and ~~Securities~~the ~~(as~~Company ~~defined~~may ~~below)~~not directly benefit from any collateral supporting the bank loan in which it has purchased the participation. As a result, the Company assumes the credit risk of both the borrower and ~~unsecured~~the ~~loans~~lender selling the participation.

•In ~~The~~many ~~Company’s~~cases bank loans ~~may~~and ~~permit~~loan ~~borrowers~~participations would not be deemed to ~~prepay~~be securities for purposes of U.S. federal and/or state securities laws. As a result, an investment in bank loans would not be afforded the same protections as an investment in securities, such as the extensive disclosure requirements under U.S. federal and/or state securities laws, which ~~could~~may ~~affect~~adversely impact the ~~yield~~Company’s ability to seek recourse in respect of such investments. Similarly, the documentation evidencing bank loans and loan participations will not necessarily be maintained with the Company’s ~~investments~~custodian.

•Investments ~~Terms~~in ~~and~~Life ~~conditions~~Science Industry. Various segments of the ~~Company’s~~life ~~loan~~science ~~agreements~~industry are (or may bebecome) ~~amended~~(i) highly regulated at both the federal and state levels in the U.S. and internationally, ~~modified~~(ii) subject to frequent regulatory change and (iii) dependent upon various government or ~~waived~~private ~~only~~insurance reimbursement programs. While the Company may make investments in companies that comply with relevant laws and regulations, certain aspects of their operations may not have been subject to judicial or regulatory interpretation. An adverse review or determination by any one of such authorities, or an adverse change in the ~~agreement~~regulatory requirements or reimbursement programs, could have a material adverse effect on the operations of the ~~lenders~~companies in which the Company invests. Recent legislative changes have had, and will likely continue to have, a significant impact on the life science industry. In addition, various legislative proposals related to the life science industry are introduced from time to time at the U.S. federal and state level, and any such proposals, if adopted, could have a significant impact on the life science industry.

• The ~~Company~~life science industry spends heavily on research and development and in relatively new technologies. Research findings and technological innovation (together with patent expirations) may make ~~investments~~any inparticular ~~loans~~treatment, service or ~~securities~~product ~~backed~~less byattractive ~~loans,~~if ~~that~~previously unknown or underappreciated risks are revealed, or ~~may~~if bea ~~non~~more effective, less costly or less risky solution is or becomes available. Certain new technologies are more costly and time-~~performing~~consuming ~~loans~~to reach viability and such companies may have difficulty establishing a market presence. Developing technologies are also more likely to have undeveloped regulatory frameworks and therefore there is a greater risk that regulatory developments may adversely affect the industry. Any such development could have a material adverse effect on the companies in which the Company invests.

General 24Economic and Market Risk. The value of the Company’s investments could be affected by factors affecting the economy and securities markets generally, such as real or perceived adverse economic conditions, supply and demand for particular instruments, changes in the general outlook for certain markets or corporate earnings, interest rates, announcements of political information or adverse investor sentiment generally. The market values of the Company’s investments may decline for a number of reasons, including increases in defaults resulting from changes in overall economic conditions and widening of credit spreads. Unfavorable market conditions may also increase funding costs, limit access to the capital markets or result in credit terms changing or credit becoming unavailable. These events could have an adverse effect on the Company’s investments and the Company’s overall performance.

~~Table~~Various social and political circumstances in the U.S. and around the world (including wars and other forms of ~~Contents~~conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the large-scale invasion of Ukraine by Russia that began in February 2022 and resulting sanctions or other restrictive actions that the United States and other countries have imposed against Russia, the COVID-19 pandemic, certain regional bank failures, an inflationary environment and the ongoing war in the Middle East, could adversely affect the Company’s business, financial condition or results of operations. These market and economic disruptions could negatively impact the operating results of the Company’s Portfolio Investments.

•Additionally, ~~The~~the ~~Company’s~~Federal ~~success~~Reserve ~~will~~raised ~~depend,~~the inFederal ~~part,~~Funds onRate ~~originating~~in ~~loans~~2022 onand ~~advantageous~~in ~~terms~~2023. Although the Federal Reserve left its benchmark

~~• Bank loans and corporate loans may not be readily marketable and may be subject to restrictions on resale.~~28

•Table The Company intends to make investments in the life sciences industry. Various segments of the life sciences industry are (or may become) (i) highly regulated, (ii) subject to frequent regulatory change and (iii) dependent upon various government or private insurance reimbursement programs.Contents

•rates ~~The~~steady ~~value~~in the fourth quarter of 2023, it has indicated that additional rate increases in the ~~Company~~future may be necessary to mitigate inflationary pressures and there can be no assurance that the Federal Reserve will not make upward adjustments to the federal funds rate in 2024 the future. However, there are reports that the Federal Reserve may begin to cut the benchmark rates in 2024. These developments, along with the United States government’s ~~investments~~credit and deficit concerns, global economic uncertainties and market volatility and the impacts of COVID-19, could cause interest rates to be ~~affected~~volatile, bywhich ~~factors~~may ~~affecting~~negatively impact the ~~economy~~Company’s ability to access the debt markets and ~~securities~~capital markets ~~generally~~on favorable terms.

•Continuing ~~Periods~~market uncertainty may have a significant impact on the business of the Company. Among other things, the level of investment opportunities may decline from the Adviser’s current expectations. One possible consequence is that the Company may take a longer than anticipated period to invest capital and/or the Company may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by Unitholders may be substantially adversely affected by the unfavorable performance of a small number of these investments. Furthermore, market ~~volatility~~conditions ~~have~~may ~~occurred~~unfavorably impact the Company’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially favorable terms. To the extent the Company is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the use of leverage more expensive and could ~~continue~~limit the Company’s ability to ~~occur~~structure and consummate its investments. Although the Adviser believes that recent market dislocations will result in ~~response~~attractive investment opportunities, the Company may not be able to ~~pandemics~~time the acquisition or ~~other~~disposition ~~events~~of its investments correctly, which could result in further depreciation in values.

•Public Health Crises Risk. Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of the Company’s control. These types of events have adversely affected and could continue to adversely affect operating results for the Company and for its Portfolio Investments. For example, the COVID-19 pandemic has adversely impacted global commercial activity and contributed to significant volatility in the equity and debt markets. The ~~Adviser~~COVID-19 ~~will~~pandemic ~~rely~~and restrictive measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, or the re-introduction of business shutdowns, cancellations of events and restrictions on ~~information~~travel, ~~provided~~significant byreductions ~~internal~~in ~~sources~~demand for certain goods and ~~third~~services, ~~parties~~reductions ~~when~~in ~~conducting~~business ~~due~~activity ~~diligence~~and financial transactions, supply chain interruptions, labor shortages, increased inflationary pressure and overall economic and financial market instability both globally and in the United States. Many states, including those in which the Company and Portfolio Investments may operate, have issued orders requiring the closure of, or certain restrictions on the operation of, certain businesses. Such actions and effects remain ongoing and the ultimate duration and severity of the COVID-19 pandemic, including COVID-19 variants, remain uncertain.

•Despite ~~Fixed~~actions of the U.S. federal government and ~~floating~~foreign ~~rate~~governments, ~~debt~~the ~~instruments~~uncertainty ~~are~~surrounding ~~subject~~the COVID-19 pandemic, including uncertainty regarding existing or future variants and other factors, has contributed to significant volatility in the ~~risks~~global ~~associated~~public ~~with~~equity ~~change~~markets inand ~~interest~~global ~~rates~~debt capital markets.

•General ~~Most~~Credit Risk. The Company is subject to significant credit risk (i.e., the risk that an issuer or borrower will default in the payment of principal and/or interest on an instrument) in light of its investment strategy. Credit risk also includes the ~~Company’s~~risk that a counterparty to a derivatives transaction (e.g., a swap counterparty) will be unwilling or unable to meet its obligations. Financial strength and solvency of an issuer or borrower are the primary factors influencing credit risk. In addition, degree of subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. The degree of credit risk associated with any particular Portfolio ~~Investments~~Investment ator any ~~given~~collateral ~~time~~relating ~~are~~thereto ~~expected~~may be difficult or impossible for the Adviser to determine within reasonable standards of predictability. The Adviser utilizes various third parties that hold Company assets (such as the Custodian and prime brokers) in implementing the Company’s investment strategy, and the Company will therefore also be ~~illiquid~~subject to credit risk with respect to such entities.

•Although ~~Economic~~most ~~sanction~~of ~~laws~~the ~~may~~Company’s ~~prohibit~~ investments will not be rated by any credit rating agency, in some cases, the credit risk of some of the Company’s Portfolio Investments may be broadly gauged by the credit ratings of such Portfolio Investments. However, ratings are only the opinions of the agencies issuing them, may change less quickly than relevant circumstances, are not absolute guarantees of the quality of the rated securities and are subject to downgrade. Credit ratings and ratings agencies have recently been criticized for ratings which did not fully reflect the risks of certain ~~countries~~securities or which did not reflect such risks in a timely manner. For most investments, however, the Adviser will rely on its own independent analysis of the credit quality and risks associated with ~~certain~~individual ~~individuals~~securities considered for the Company, rather than relying on ratings agencies or third-party research. Therefore, the Adviser’s capabilities in analyzing credit quality and ~~companies~~associated risks will be particularly important (especially since it is currently anticipated that most of the Company’s assets will not be rated by a ratings agency or will be rated below investment grade), and there can be no assurance that the Adviser will be successful in this regard. See also “— High Yield Debt and Unrated Securities” below.

•General Leverage Risks. The Company ~~may~~employs ~~choose~~leverage and otherwise incurs indebtedness with respect to ~~waive~~the portfolio both on a recourse or ~~defer~~non-recourse ~~enforcement~~basis of(including ~~covenants~~through guarantees, derivatives, forward commitments and reverse repurchase agreements). The Company is not required to take any action (including unwinding or liquidating any position) in the ~~debt~~event ~~securities~~that ~~held~~such inguideline ~~its~~is ~~portfolio,~~exceeded ~~which~~subsequent ~~may~~to ~~cause~~the borrowing date, whether in the ~~Company~~event toof ~~lose~~changes ~~all~~in orthe ~~part~~market value of ~~its~~the ~~investment~~Company’s inportfolio ~~these~~or ~~companies~~otherwise. Prospective investors in

~~General Risks Related to the Company~~ 29

•Table There can be no guarantee of returns and Unitholders may lose all of their money by investing in the Company.Contents

•the ~~Pursuant~~Company toshould expect that the ~~LLC~~effective ~~Agreement~~leverage utilized by the Company may exceed such guideline, ~~Units~~which ~~are~~only applies to direct borrowings; for instance, economic leverage inherent in the Company’s derivatives transactions and other investments will not ~~generally~~be ~~transferable~~counted for purposes of such guideline, notwithstanding that such investments will be subject to many of the leverage-related risks described herein. In addition, determinations relating to leverage are inherently subjective and ~~voluntary~~will ~~withdrawal~~involve the exercise of ~~Units~~discretion isby ~~not~~the ~~allowed~~Adviser (for instance, the Adviser may deem the amount of the Company’s direct borrowings to be reduced by cash and cash equivalents held by the Company or by a counterparty). See “— Leveraged Companies” below.

• The use of leverage has the potential to magnify the gains or the losses on investments and to make the Company’s returns more volatile. Moreover, if the Company is ~~subject~~required to ~~management~~de-lever ~~risk~~as ~~because~~a result of changing market conditions or otherwise, it may be forced to sell Portfolio Investments at inopportune times or at disadvantageous prices. On the other hand, while the Company will have the flexibility to use leverage, there can be no guarantee that leverage can be obtained, or obtained on terms and pricing the Adviser ~~actively~~finds ~~manages~~attractive, ~~its~~especially ~~investment~~in ~~portfolio~~the current market environment. As a result, prospective investors in the Company should recognize that Portfolio Investments may not be leveraged, or may be leveraged at an amount below any leverage level otherwise expected by the Adviser. Moreover, even if leverage can be arranged, the Company is not obligated to utilize such leverage and may do so at the sole discretion of the Adviser. Should leverage not be obtained or utilized by the Company, the returns for the Company may be lower than they would have been had such leverage been obtained and utilized.

•In Ifconnection with any leverage utilized by the ~~professional~~Company, ~~staff~~the Company may secure its obligations with respect thereto with any and all of ~~the~~its ~~Adviser~~assets, ~~fail~~including toits ~~maintain~~right ~~their~~to ~~existing~~receive ~~relationships~~capital orcontributions ~~develop~~from ~~new~~the ~~relationships~~Unitholders, ~~with~~pursuant ~~other~~to ~~sponsors~~a pledge or ~~sources~~other ofsecurity ~~investment~~agreement ~~opportunities,~~on terms that the Company ~~will~~determines ~~not~~are befair ~~able~~and reasonable to ~~grow~~the Company. If the Company were to default on its ~~investment~~obligations ~~portfolio~~under such transactions, the counterparty could foreclose on the collateral and take possession of the Company’s assets and/or call capital from the Unitholders for purposes of repaying debt.

• The ~~Company’s~~terms ~~assets~~of any leverage utilized by the Company are ~~available~~likely to ~~satisfy~~impose ~~all~~significant ~~liabilities~~restrictions on the Company’s operations and ~~other~~investment ~~obligations~~program, ofincluding as to the Company’s ability to pay distributions, incur additional leverage and engage in certain transactions.

•Investments ~~There~~in Smaller and Middle Market Companies. The Company generally invests in smaller and middle market companies. While smaller and middle market companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, competitive strength and access to capital of larger companies. In addition, in many instances, the frequency and volume of the trading of securities for such companies may be substantially less than is notypical ~~assurance~~of ~~that~~larger companies. As a result, the ~~Adviser’s~~securities ~~analysis~~of smaller and middle market companies may be subject to wider price fluctuations. When liquidating positions in smaller and middle market companies, the Company may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of ~~potential~~small ~~investments~~transactions ~~will~~over ~~take~~an ~~into~~extended ~~consideration~~period ~~all~~of ~~appropriate~~time. Investments in such companies may also be particularly difficult to analyze due to (among other factors) limited attention from analysts and large institutional investors, limited access to liquidity sources and, in certain cases, limited publicly available financial information. With respect to the Company’s investments in SMEs and similar loans, the Company may receive less borrower information, receive less collateral and be subject to heightened default risk as compared to loans made to other types of entities.

•Hedging Transactions and Related Risks. The Company ~~could~~may, but is not required to, engage in hedging transactions. In particular, as many of the Company’s Portfolio Investments are expected to consist of relatively illiquid securities whose price behavior is not particularly correlated to general fixed income or equity index returns, such Portfolio Investments are expected to be ~~substantially~~difficult ~~adversely~~or ~~affected~~expensive byto hedge, and as such the ~~unfavorable~~Company ~~performance~~may not employ any hedging strategy in respect of such Portfolio Investments (including with respect to their credit risk). To the extent the Adviser employs a hedging strategy for the Company, the success of any ~~single~~such ~~investment~~hedging strategy will depend, in part, upon the Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Company’s hedging strategy will also be subject to the Adviser’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Company may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Company than if it had not engaged in such hedging transactions. For a variety of reasons, the Adviser may not seek to establish a precise correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imprecise correlation may prevent the Company from achieving the intended hedge or expose the Company to risk of loss. Additionally, the Adviser may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. Moreover, there is no guarantee that the Company’s intended hedging strategy will be successful in hedging out the subject risks.

•Due ~~The~~Diligence ~~Company~~Risk. ~~must~~When ~~meet~~conducting ~~requirements~~due diligence and making an assessment regarding a Portfolio Investment, the Adviser relies on the resources available to ~~maintain~~it, ~~its~~including ~~qualification~~internal sources of information as awell ~~RIC~~as information provided by third parties. The due diligence process may at times be required to rely on limited or incomplete information. The Adviser selects Portfolio Investments in part on the basis of information and data filed with various government regulators and publicly available or made directly available by prospective portfolio

2530

•companies or third parties. The ~~Company~~Adviser expects that it will ~~include~~not be in a position to confirm the completeness, genuineness or accuracy of such information and data, and will therefore be dependent upon the integrity of the management of the entities filing such information and of such portfolio companies and third parties providing such information. In addition, there can be no assurance that any consultants or experts engaged by the Adviser will accurately evaluate such Portfolio Investments. Investment analyses and decisions by the Adviser may be undertaken on an expedited basis to enable the Company to take advantage of investment opportunities with accelerated timelines. In such cases, the available information at the time of an investment decision may be limited, inaccurate and/or incomplete. Accordingly, the Adviser cannot guarantee that its ~~income~~due ~~certain~~diligence ~~amounts~~investigations will reveal or highlight all relevant facts that may be necessary or helpful in evaluating investment opportunities. Furthermore, the Company ~~has~~bears ~~not~~its ~~yet~~proportionate ~~received~~share of all due diligence-related fees, costs, expenses and liabilities (including in ~~cash~~respect of investments that are not ultimately consummated); such fees, costs, expenses and liabilities may be significant and could reduce Company returns.

•Interest Rate Risk. Interest rate risk refers to the risks associated with market changes in interest rates. In general, rising interest rates, such as the recent economic period, will negatively impact the price of fixed rate debt instruments and falling interest rates will have a positive effect on the price of such debt instruments. Many of the Company’s investments are expected to be variable rate loans with interest that adjusts with market rates. These loans will generally also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). The Company’s other investments and transactions may ~~distribute~~also ~~taxable~~be ~~dividends~~affected ~~that~~by ~~are~~changes ~~payable~~in interest rates. Declines in ~~part~~market value, if not offset by any corresponding gains on hedging instruments, may ultimately reduce earnings or result in ~~its~~losses ~~Units~~to the Company.

•The Itprices isof ~~expected~~long-term ~~that~~debt ~~the~~obligations ~~majority~~generally fluctuate more than prices of short-term debt obligations as interest rates change. To the extent the Company’s ~~investments~~invests in longer-term Portfolio Investments, it will ~~not~~be ~~have~~impacted to a greater degree by changes in market ~~quotations~~interest ~~available~~rates than if the Company invested primarily in short-term debt securities.

•To ~~Securities~~the ~~that~~extent the ~~Adviser~~Company ~~believes~~borrows ~~are~~money ~~not~~or ~~valued~~issues ~~correctly~~preferred ~~may~~Units to make investments, its net investment income will depend, in part, upon the difference between the rate at which it borrows funds or pays distributions on preferred Units and the rate at which the Company invests those funds. As a result, the Company can offer no assurance that a significant change in market interest rates will not ~~ultimately~~have a material adverse effect on its net investment income in the event the Company uses debt to finance investments. In periods of rising interest rates, such as the recent economic period, the Company’s cost of funds will increase because the interest rates on the amounts borrowed under the Company’s credit facilities or certain other financing arrangements will typically be ~~valued~~floating, which could reduce the Company’s net investment income to the extent any Portfolio Investments have fixed interest rates, and the interest rate on Portfolio Investments with an interest rate floor (such as ~~projected~~a SOFR (as defined below) floor) above then-current levels will not increase until interest rates exceed the applicable minimum interest rate floor. Rising interest rates may also increase the cost of debt for the Portfolio Investments, which could adversely impact the Portfolio Investment’s financial performance and ability to meet ongoing obligations to the Company.

•The Company expects that its long-term fixed-rate investments will be financed primarily with equity and long-term debt. The ~~Adviser~~Company may ~~employ~~use ~~financial/analytical~~interest ~~models~~rate ~~that~~risk management techniques in an effort to limit its exposure to interest rate fluctuations. Such techniques may ~~not~~include ~~reflect~~various ~~actual~~interest rate hedging activities to the extent permitted by the 1940 Act. These activities could limit the Company’s ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on the Company’s business, financial condition and results of operations.

•Also, ~~The~~an ~~Company~~increase ~~and~~in interest rates available to investors could make an investment in the ~~Adviser~~Company’s ~~may~~Units beless ~~subject~~attractive toif the ~~risks~~Company ~~and~~is ~~costs~~not ofable ~~regulatory~~to ~~investigations~~increase orits ~~becoming~~distribution ~~involved~~rate, inwhich ~~litigation~~could ~~with~~reduce ~~third~~the ~~parties~~value of the Company’s Units.

•Liquidity ~~The~~Risk. Most of the Company’s ~~and/~~Portfolio Investments at any given time are expected to be illiquid, such that either no market exists for them or they are restricted as to their transferability under federal, state or foreign securities laws. Similarly, the Adviser may ~~enter~~from ~~into~~time ~~various~~to ~~indemnification~~time ~~agreements~~possess material, non-public information about an issuer, which could limit the ability of the Company to buy and sell Portfolio Investments. The illiquid nature of the Company’s positions may make it difficult, if not impossible, for the Company to (i) close out unprofitable positions and redeploy capital, except when a viable exit strategy can be developed (which may require a much longer commitment than the Adviser had anticipated), and (ii) meet margin calls or ~~arrangements~~similar ~~with~~requirements ~~third~~of ~~parties~~Company transaction counterparties to furnish additional liquid collateral. In addition, the sale of the Company’s investments may be made at substantial discounts and/or otherwise disadvantageous terms.

•Inflation/Deflation ARisk. ~~Unitholder~~Inflation risk results from the variation in ~~default~~the value of cash flows from a security due to inflation, as measured in terms of purchasing power. The Company is exposed to inflation risk with respect to ~~its~~any ~~unfunded~~fixed ~~Commitment~~rate ~~may~~investments ~~experience~~that ~~material~~it ~~adverse~~makes, ~~effects~~if onany, ~~its~~because ~~investment~~the interest rate the issuer has to pay the Company is fixed for the life of the security. To the extent that interest rates reflect the expected inflation rate, floating rate loans have a lower level of inflation risk.

~~• Unitholders could be subject to cybersecurity risks associated with electronic databases and communications.~~31

RisksTable Relatedof to RICs and BDCs Contents

•Any Nodisruptions ~~assurance~~in the capital markets, as a result of inflation and a rising interest environment or otherwise, may increase the spread between the yields realized on risk-free and higher risk securities and can beresult ~~given~~in ~~that~~illiquidity in parts of the capital markets, significant write-offs in the financial sector and re-pricing of credit risk in the broadly syndicated market. These and any other unfavorable economic conditions could increase the Company’s funding costs, limit the Company’s access to the capital markets or result in a decision by lenders not to extend credit to the Company. In addition, market conditions (including inflation, supply chain issues and decreased consumer demand) could impact the operations of certain of the Company’s Portfolio Investments. If the financial results of middle-market companies, like those in which the Company intends to invest, experience deterioration, it could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults, and further deterioration in market conditions will further depress the outlook for those companies. Further, adverse economic conditions may decrease the value of collateral securing some of the Company’s loans and the value of the Company’s equity investments. Such may require the Company to modify the payment terms of its investments, including changes in PIK interest provisions and/or cash interest rates. The performance of certain of the Company’s Portfolio Investments may be ~~able~~negatively impacted by these economic or other conditions, which can result in the Company’s receipt of reduced interest income from its Portfolio Investments and/or realized and unrealized losses related to ~~maintain~~its ~~qualification~~Portfolio asInvestments, and, in turn, may adversely affect distributable income and have a ~~RIC~~material adverse effect on the Company’s results of operations.

•Financial ~~Unitholders~~Fraud. ~~will~~Instances ~~experience~~of fraud and other deceptive practices committed by management, employees or Service Providers of the ~~increased~~Company’s ~~risks~~Portfolio ~~pertaining~~Investments or by other financial institutions may undermine the Adviser’s due diligence efforts with respect to, and/or negatively affect the valuation of, the Company’s ~~use~~Portfolio ofInvestments. In ~~leverage~~addition, financial fraud may contribute to ~~partially~~overall ~~finance~~market ~~its~~volatility, ~~investments~~which can negatively impact the Company’s investment program.

•OFAC, ~~The~~FCPA and Related Considerations. Economic sanction laws in the U.S. and other jurisdictions may prohibit the Adviser, its personnel and the Company ~~intends~~from totransacting ~~distribute~~with toor ~~Unitholders~~in ~~substantially~~certain ~~all~~countries and with certain individuals and companies. In the U.S., the U.S. Department of ~~its~~the ~~ordinary~~Treasury’s ~~income~~Office of Foreign Assets Control administers and ~~capital~~enforces ~~gain~~laws, Executive Orders and regulations establishing U.S. economic and trade sanctions.

•Such Asanctions ~~BDC~~prohibit, ~~must~~among ~~carry~~other ~~investments~~things, attransactions ~~market~~with, ~~value~~and orthe atprovision ~~fair~~of ~~value~~services to, ascertain ~~determined~~foreign incountries, ~~good~~territories, ~~faith~~entities byand individuals. These types of sanctions may restrict the ~~Board~~Company’s investment activities.

•In Atsome ~~least~~countries, ~~70%~~there is a greater acceptance than in the U.S. of government involvement in commercial activities, and of corruption. The Company may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Company to act successfully on investment opportunities and for Portfolio Investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the U.S. Foreign Corrupt Practices Act (the “FCPA”). In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. Violations of the FCPA or other applicable anti-corruption laws or anti-bribery laws could result in, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a ~~BDC~~general loss of investor confidence, any one of which could adversely affect the Company’s ~~assets~~ability ~~must~~to ~~consist~~achieve ofits ~~“qualifying~~investment ~~assets”~~objective and/or conduct its operations.

~~Regulatory~~ Risks Relating to Waivers or Deferrals of Covenants and Covenant-Lite Loans. The Company structures the debt in its Portfolio Investments to include business and financial covenants placing affirmative and negative obligations on the operation of the company’s business and its financial condition. However, from time to time the Company may elect to waive breaches of these covenants, including its right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular Portfolio Investment. These actions may reduce the likelihood of the Company receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. This could negatively impact the Company’s ability to pay distributions, could adversely affect its results of operation and financial condition and cause the loss of all or part of your investment.

•In addition, some of the loans in which the Company may invest may be “covenant-lite” loans. The Company ~~and~~uses ~~its~~the ~~affiliates~~term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are ~~substantially~~incurrence-based, ~~limited~~which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in ~~their~~the ~~ability~~borrower’s financial condition. Accordingly, to cothe extent the Company invests in “covenant-~~invest~~lite” loans, the Company may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in ~~privately~~or ~~negotiated~~exposure ~~transactions~~to loans with financial maintenance covenants.

~~• The Company could be precluded from conducting Rule 506 Offerings (as defined below) due to “Bad Actor” restrictions.~~32

•Table Theof Company could be subject to the risks associated with complying with the Sarbanes-Oxley Act (as defined below).Contents

26General Risks Related to the Company

~~Table~~Risk of ~~Contents~~Loss. An investment in the Company is highly risky. There can be no assurance that the Company will achieve its investment objective or any particular level of returns. An investor may lose all of its money by investing in the Company. Among other things, the Company may invest in assets that are underperforming or non-performing and/or in securities of issuers who are under financial stress. By their nature, such investments are considered speculative and entail substantial risks that are generally higher than the risks of investments in performing assets and securities of issuers that are not under financial stress. Any losses in the Company will be borne solely by investors in the Company and not by the Adviser or any of its respective affiliates (except to the extent they invest capital in the Company, in which case they, with respect to such capital invested, will bear their pro rata portion of such loss).

~~Other~~No ~~Risks~~Market ~~Related~~for Units. Pursuant to ~~Portfolio~~the ~~Investments~~LLC Agreement, Units are not generally transferable and voluntary withdrawal of Units is not allowed. A Unitholder is not expected to be able to sell, assign or transfer its Units. In addition, transfers of Units may be affected by restrictions on resales imposed by federal and state securities laws. The Units are not registered under the Securities Act or any state securities laws and may not be transferred unless registered under applicable federal and state securities laws or unless an exemption from such laws is available. The Company has no plans, and is under no obligation, to register the Units under the Securities Act or any state securities laws. No market exists for the Units, and none is expected to develop. Therefore, an investment in the Company must be considered illiquid and must only be made by persons that are able to bear the risk of their investment in the Company for an indefinite period of time.

•Management Risk and Reliance on Management . The Company ~~could~~is be subject to management risk because the ~~risks~~Adviser ~~associated~~actively ~~with~~manages ~~investments~~its investment portfolio. The Adviser will apply investment and disposition techniques and risk analyses in ~~high~~making ~~yield~~investment ~~securities,~~and ~~corporate~~disposition ~~debt~~decisions ~~securities,~~for ~~convertible~~the ~~securities~~Company, ~~preferred~~but ~~stock~~there can be no guarantee that these will produce the desired results. In addition, ~~reverse~~as ~~repurchase~~Unitholders ~~agreements~~may not participate in the management of the Company, ~~and~~only ~~distressed~~investors ~~companies~~who are willing to entrust all aspects of the management of the Company to the Adviser should subscribe for Units.

• The success of the Company ~~could~~is behighly ~~subject~~dependent toupon the ~~risks~~financial and managerial experience of the Adviser and any consultants or other Service Providers retained by the Company. The success of the Adviser is highly dependent on the financial and managerial experience of the investment professionals, who may not continue to be employed by or associated with the ~~use~~Adviser during the entire term of ~~warrants~~the Company. In addition, a number of members of the professional staff of the Adviser are investors in other investment vehicles advised by SLR and ~~rights~~are actively involved in managing the investment decisions of these investment vehicles, as well as investment decisions of other clients of SLR. Accordingly, the members of the professional staff of the Adviser have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by SLR. In addition, competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Adviser’s continued ability to effectively manage the Company’s investments depends on its ability to attract new investment professionals and to retain and motivate its existing investment professionals.

•Notwithstanding the foregoing, at any time during the Company’s term, the Adviser may assign the full and exclusive authority and responsibility granted to it under the Investment Management Agreement to an investment adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company ~~could~~to enter into a new Investment Management Agreement. Although it is expected that (x) any new investment adviser would be ~~subject~~a registered investment adviser under the Advisers Act, (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the ~~risks~~Adviser ~~associated~~and ~~with~~(z) certain investment professionals would continue to be responsible for managing the ~~elimination~~Company’s assets, there is no guarantee that any or all of ~~LIBOR~~such characteristics will apply to any such new investment adviser.

• The ~~Company~~Investment ~~could~~Committee may delegate non-investment decisions (including decisions relating to cash management and similar non-material transactions (which shall not be ~~subject~~considered “investments” for these purposes), diligence decisions, decisions relating to ~~the~~transactions ~~risks~~involving ~~associated~~material ~~with~~non-public information and decisions relating to the ~~effect~~engagement of anconsultants, ~~economic~~law ~~slowdown~~firms onand ~~Portfolio~~other ~~Investments~~Service Providers) to other investment professionals in their sole discretion. Any decisions made by such subset or other investment professionals may be materially different and/or less optimal than decisions that would have been made by the Investment Committee.

•Referral Relationships with Financial Sponsors. The ~~Company’s~~Adviser ~~Portfolio~~expects ~~Investments~~that ~~will~~the ~~require~~professional ~~active~~staff ~~monitoring~~of the Adviser will maintain and ~~may~~develop their relationships with financial sponsors, atincluding ~~times~~venture capital sponsors, ~~involve~~and ~~participation~~the inCompany ~~business~~will ~~strategy~~rely to a significant extent upon these relationships to provide the Company with potential investment opportunities. If the professional staff of the Adviser fail to maintain their existing relationships or ~~reorganization~~develop ~~proceedings~~new relationships with other sponsors or sources of investment opportunities, the Company will not be able to grow its investment portfolio. In addition, individuals with whom the professional staff of the Adviser have relationships are not obligated to provide the Company with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment

~~• The Company could be subject to the risks associated with investments in zero-coupon bonds, deferred interest rate bonds and PIKs.~~33

•Table The Company may dispose of its investments through whatever manner it deems to be advisable, including through asset sales, repackaging transactions, securitizations, initial public offerings, strategic transactions and other mergers and acquisitions activity, and/or any combination thereof. Therefore, the disposition of Company investments will be subject to the risks associated with the particular exit strategy utilized.Contents

~~RISK~~opportunities ~~FACTORS~~for the Company. If the Adviser is unable to source investment opportunities, the Company may hold a greater percentage of its assets in cash and cash equivalents than anticipated, which could impact potential returns on the Company’s portfolio.

Recourse to the Company’s Assets. The ~~purchase~~Company’s ofassets, ~~Units~~including ~~involves~~any aPortfolio ~~number~~Investments ofmade ~~significant~~by ~~risks~~the Company and any capital held by the Company, are available to satisfy all liabilities and other ~~important~~obligations ~~factors~~of ~~relating~~the Company. In addition, the Company may pledge its right to ~~investments~~call incapital ~~BDCs~~from ~~generally~~Unitholders. If the Company becomes subject to a liability, ~~and~~parties ~~relating~~seeking to have the ~~strategy~~liability ~~and~~satisfied ~~investment~~may ~~objective~~have ofrecourse to the Company’s inassets generally and may not be limited to any particular. Anasset, ~~investment~~such inas the ~~Company~~Portfolio isInvestment agiving ~~potentially~~rise ~~suitable~~to ~~investment~~the ~~only~~liability. To ~~for~~the aextent ~~sophisticated~~the ~~investor~~Company ~~for~~chooses ~~whom~~to ~~such~~use anspecial-purpose ~~investment~~entities ~~does~~for ~~not~~individual ~~represent~~transactions ato ~~complete~~reduce ~~investment~~recourse ~~program~~risk (and ~~who~~it may, inbut ~~consultation~~will ~~with~~be ~~its~~under ~~investment~~no ~~and~~obligation ~~tax~~to ~~advisors~~do so), ~~fully~~the ~~understands~~bona ~~and~~fides isof ~~capable~~such ofentities ~~assuming~~may ~~the~~be ~~risks~~subject to later challenge based on a number of antheories, ~~investment~~including inveil ~~the~~piercing ~~Company.~~or substantive consolidation.

~~on Form 10-K refer~~Unspecified Use of Proceeds. The proceeds from the issuance of the Units are intended to be invested in Portfolio Investments. Unitholders will not have an opportunity to evaluate for themselves the relevant economic, as financial and other information regarding the investments in which the proceeds from the issuance of the Units will be invested and, accordingly, are dependent upon the judgment and ability of the Adviser in investing and managing the capital of the Company.

~~There~~Identification ~~can~~of bePotential Investment Opportunities. There is no assurance that the ~~Company~~Adviser’s ~~will~~analysis ~~achieve~~in ~~its~~this ~~investment~~regard, ~~objective~~as implemented, ~~that~~will ~~the~~take ~~Company~~into ~~will~~consideration ~~not~~all ~~lose~~appropriate ~~capital,~~factors ~~that~~or appropriately weigh the ~~Adviser’s~~factors ~~judgment~~that ~~will~~are ~~result~~considered in ~~profitable~~its ~~investments~~analysis, byespecially given the ~~Company~~heightened difficulty of the analysis required to evaluate certain Portfolio Investments. In particular, catalysts and/or exit strategies that ~~the~~initially ~~Adviser~~appear ~~will~~to ~~successfully~~be viable may be ~~able~~precluded over time due to ~~implement~~economic, legal, political or other factors. In addition, because the successful implementation of the Company’s investment strategy. Andepends, ~~investment~~ in ~~the~~part, ~~Company~~on ~~involves~~its ~~investment~~ability ~~considerations~~to successfully predict and ~~risk~~take ~~factors~~advantage ~~that~~of ~~prospective~~changing ~~investors~~market ~~should~~conditions, ~~consider~~to ~~before~~the ~~subscribing~~extent it is unable to do so, returns may be adversely affected. NoThese ~~guarantee~~considerations orare ~~representation~~particularly isrelevant ~~made~~in ~~that~~light of the ~~Company’s~~current ~~investments~~uncertain ~~will~~economic ~~succeed~~and regulatory environment. See “— Regulatory Risks Relating to the Company” below.

~~Certain~~Competition; ofPotential ~~the~~for ~~characteristics~~Insufficient Investment Opportunities. The business of identifying and ~~risks~~effecting investments of the ~~portfolio~~types ~~instruments~~contemplated ~~and~~by ~~investment,~~the ~~hedging,~~Adviser ~~financing~~is competitive and ~~disposition~~there ~~techniques~~can be no assurance that the Adviser will be able to identify and obtain a sufficient number of investment opportunities to invest the full amount of capital that may ~~utilize~~be incommitted ~~managing~~to the Company. ~~are~~Increased ~~set~~competition ~~forth~~for, ~~below~~or a diminishment in the available supply of, potential Portfolio Investments could result in lower returns on such Portfolio Investments. The ~~This~~Company ismay ~~not~~engage ~~intended~~in auction or similar bidding processes with respect to becertain aPortfolio ~~complete~~Investments, ~~description~~which processes are often highly competitive and may involve numerous other bidders about which the Company possesses limited or ~~enumeration~~no ofinformation; ~~portfolio~~as ~~instruments,~~a ~~investment~~result, ~~hedging,~~the ~~financing~~foregoing orconsiderations ~~disposition~~will ~~techniques~~be orapplicable ~~risks.~~with respect to any such processes.

Insufficient Capital for Follow-On Investments. Following its initial investment in a Portfolio Investment, the Company may have the opportunity to increase its investment in such Portfolio Investment. There is no assurance that the Company will make follow-on ~~Form 10~~ investments or that the Company will have sufficient resources to, or be permitted to, make such investments. Any decision not to make follow-Kon investments or the Company’s inability to make them may have a substantial negative impact on the company in need of such an investment, may result in missed opportunities for the Company or may result in dilution of the Company’s investment. ~~Consistent with~~

27Concentration of Portfolio Investments. The Company may participate in a limited number of Portfolio Investments and, as a consequence, the aggregate return of the Company may be substantially adversely affected by the unfavorable performance of any single investment. The Company has a broad and flexible investment mandate, and, beyond the asset diversification requirements associated with the Company’s intention to comply with the requirements to qualify as a RIC for U.S. tax purposes, and except as noted above, the Company is not subject to any limits or proportions with respect to the mix of permitted Portfolio Investments. As a result, the Company’s Portfolio Investments could potentially be concentrated in relatively few strategies, issuers, industries, markets, geographies or investment types. Such non-diversification would make the Company more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. The Company could be subject to significant losses if it holds a relatively large position in a single strategy, issuer, industry, market, geographic region or a particular type of Portfolio Investment that declines in value, and the losses could increase even further if the Portfolio Investments cannot be liquidated without adverse market reaction or are otherwise adversely affected by changes in market conditions or circumstances.

~~Table~~Third-Party Involvement. The Company may hold a portion of ~~Contents~~its investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors (collectively, “joint ventures”). Joint venture investments involve various risks, including the risk that the Company will not be able to implement investment decisions or exit strategies because of limitations on the Company’s control under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Company, the risk that a joint venture partner may be in a position to take action contrary to the Company’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with

~~include obligations of non-U.S. issuers, or bankruptcy,~~34

GeneralTable Risksof Related to Investment Strategy Contents

~~Senior~~enforcement ~~Secured~~of ~~Loans~~rights) one partner may have against the other, including in connection with foreclosure on partner loans, because of risks arising under state law. In addition, the Company may be liable for actions of its joint venture partners.

Leveraged Companies. The Company will invest in Portfolio Investments whose capital structures have significant leverage. Such Portfolio Investments are inherently more sensitive to declines in revenues and asset values and to increases in expenses and interest rates. The leveraged capital structure of such Portfolio Investments will increase the exposure of the Portfolio Investments to adverse economic factors such as downturns in the economy or deterioration in the condition of the Portfolio Investment, its underlying assets or its industry. Additionally, the securities acquired by the Company may be the most junior securities in what may be a complex capital structure, and thus subject to the greatest risk of loss.

~~Subordinated~~Portfolio ~~Loans~~Turnover. The Company will not place any limit on the rate of portfolio turnover, and Portfolio Investments may be sold or otherwise disposed of without regard to the time they have been held when, in the judgment of the Adviser, investment considerations warrant such action. A high rate of portfolio turnover involves correspondingly greater expenses than a lower rate, may act to reduce the Company’s investment gains or create a loss for investors and may result in significant tax costs for investors depending on the tax provisions applicable to such investors.

~~Senior~~No ~~Secured~~Assurance ~~Loans~~of Cash Distributions. Subject to the Board’s discretion and applicable legal restrictions, the Company expects to declare and pay distributions quarterly. The Company expects to pay these distributions out of assets legally available for distribution. However, there are no assurances that the Company will achieve investment results that will allow a targeted level of cash distributions or year-to-year increases in cash distributions. All distributions that are made will be at the discretion of the Board and will depend on earnings, financial condition, maintenance of RIC status and other factors as the Board may deem to be relevant. The Company’s ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this annual report on Form 10-K. If the Company violates certain covenants under its existing or future credit facilities or other leverage, the Company may be limited in its ability to make distributions. To the extent the Company makes distributions to Unitholders that include a return of capital, such portion of the distribution essentially constitutes a return of the Unitholder’s investment. In addition, the inability to satisfy the asset coverage test applicable to a BDC may limit the Company’s ability to pay distributions. There can be no assurances that the Company will pay distributions to Unitholders in the future.

~~Mezzanine~~In ~~Securities~~certain cases, the Company may recognize income before or without receiving the accompanying cash. Depending on the amount of noncash income, this could result in difficulty satisfying the annual distribution requirement applicable to RICs. Accordingly, the Company may have to sell some Portfolio Investments at times it would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements.

~~high debt-~~U.S. Dollar Denomination of Units. Units are denominated in U.S. Dollars. Investors subscribing for Units in any country in which U.S. Dollars are not the local currency should note that changes in the rate of exchange between U.S. Dollars and such currency may have an adverse effect on the value, price or income of the investment to such investor. There may be foreign exchange regulations applicable to investments in non-~~equity ratios~~U.S. currencies in certain jurisdictions. Each prospective investor should consult with its own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in the Units.

~~Unsecured~~Forward-Looking ~~Loans~~Statements. This annual report on Form 10-K contains forward-looking statements, including observations about market and industry and regulatory trends as of the original date of this annual report on Form 10-K. Those forward-looking statements reflect the Adviser’s current view in respect of future events. Actual events could differ materially from those in the forward-looking statements as a result of factors beyond the Adviser’s or ~~Debt~~the Company’s control. Investors are cautioned not to place undue reliance on such statements. No party has an obligation to update any of the forward-looking statements in this annual report on Form 10-K.

~~Prepayment~~Projections. ~~Risk~~The Company may rely upon projections, forecasts or estimates developed by the Adviser, the Company or an issuer in which the Company is invested concerning the issuer’s future performance and cash flow. Projections, forecasts and estimates are forward-looking statements, are inherently uncertain and are based upon certain assumptions. Actual events are difficult to predict and beyond the Company’s control. Actual events may differ from those assumed. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates; domestic and foreign business, market, financial or legal conditions; leverage amounts and costs; and the degree to which the Portfolio Investments are hedged and the effectiveness of such hedges. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results will not be materially lower than those estimated therein.

28Valuation of Illiquid Assets. It is expected that the majority of the Company’s investments will be in securities or other financial instruments for which market quotations are not available. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such securities, from values placed on such securities by other investors and from prices at which such securities may ultimately be

~~Table of Contents~~35

InvestmentTable Modificationof RiskContents

~~Collateral~~sold. In ~~Risk~~addition, third-party pricing information may at times not be available regarding certain of the Company’s assets or, if available, may not be considered reliable. In particular, recent disruptions in the credit markets have resulted in a severe lack of liquidity for many securities, making them more difficult to value and, in many cases, putting significant downward pressure on prices. Subject to approval by the Board, the Adviser will determine the fair value of securities, loans or other instruments for which market quotes are not readily available (or if extraordinary events occur after the last readily available quotation). The Board will (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services, as applicable; (5) oversee the reporting required by Rule 2a-5 under the 1940 Act; and (6) maintain recordkeeping requirements under Rule 2a-5.

~~Defaults~~There can be no assurance that such valuations will be reliable, accurate or reflective of the prices at which such investments are ultimately realized. In addition, certain of the securities or other assets that the Company seeks to sell or acquire via cross trade may be illiquid and difficult to value, therefore there can be no assurance that such valuation will be accurate.

~~non-performing~~Assets Believed to Be Undervalued or Incorrectly Valued. Securities that the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Adviser anticipates. As a result, the Company may lose all or substantially all of its investment in any particular instance.

~~non-performing~~Model Risks. The Adviser may employ financial/analytical models to aid in the selection of the Portfolio Investments, to allocate investments across various strategies and risks and to determine the risk profile of the Company. If any such models are employed, the success of the Company’s investment activities will depend, in large part, upon the viability of these models. There can be no assurance that the models are currently viable, or will remain viable during the term of the Company, due to various factors, including the quality of the data input into the models and the assumptions underlying such models, which to varying degrees involve the exercise of judgment, as well as the possibility of errors in constructing or of using the model. Even if the models function as anticipated, they cannot account for all factors that may influence the returns on the Portfolio Investments. Also, there can be no assurance that the investment professionals utilizing the models will be able to (i) determine that any model is or will become not viable or not completely viable or (ii) notice, predict or adequately react to any change in the viability of a model. The use of a model that is not viable or not materially viable could, at any time, have a material adverse effect on the performance of the Company.

~~debtor~~Regulatory Investigations or Third-Party Litigation. The Company as well as the Adviser and its affiliates participate in~~-possession~~ a highly regulated industry and are each subject to regulatory examinations in the ordinary course of business. There can be no assurance that the Company and the Adviser and/or any of its affiliates will avoid regulatory investigation and possible enforcement actions stemming therefrom. The Adviser is a registered investment adviser and, as such, is subject to the provisions of the Advisers Act. The Company and the Adviser are each, from time to time, subject to formal and informal examinations, investigations, inquiries, audits and reviews from numerous regulatory authorities both in response to issues and questions raised in such examinations or investigations and in connection with the changing priorities of the applicable regulatory authorities across the market in general.

The Company’s investment activities may subject it to the risks and costs of becoming involved in litigation with third parties due to, among other reasons, the fact that different investor groups may have qualitatively different, and frequently conflicting, interests with respect to certain Portfolio Investments. The risk of litigation with third parties will be elevated in situations where an issuer is stressed or distressed. See “— Litigation and Related Risks Associated with Origination and Servicing” above. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, or bringing claims against third parties, would generally be borne by the Company and would reduce net assets. In addition, the Company’s investment activities may subject it to certain risks inherent in restructuring, bankruptcy and similar proceedings. See “—Risks Associated with Bankruptcy and Insolvency Cases” below.

29Broad Indemnification. The Company and/or the Adviser on behalf of the Company may enter into various agreements or arrangements which limit the liability of its Service Providers, including the Adviser and its affiliates, the Administrative Coordinator, the Custodian, and their affiliates, employees, officers and directors, and require the Company to indemnify and/or provide broad representations, warranties and covenants in favor of such persons. U.S. federal and state securities laws impose liabilities under certain circumstances on persons that cannot be waived by contract, other agreements or documents. Therefore, nothing in those agreements should be deemed or construed in a manner that purports to waive or limit any right to the extent prohibited by law.

~~Table~~The Company is required to indemnify the Adviser and its respective affiliates, each of ~~Contents~~the former, current and future shareholders, partners, members, other equity holders, officers, directors, employees, managers, trustees, agents and other representatives of the Adviser and its respective affiliates, and other persons set forth in the LLC Agreement as an “Indemnitee” for Claims (as defined in the LLC Agreement) that may accrue to or be incurred by an Indemnitee, in connection with any claim, demand, investigation, suit, proceeding or action in which an Indemnitee may become involved, as a party or otherwise, or with which an Indemnitee may be threatened, relating to or arising out of the investments or other activities of the Company, activities undertaken in connection with the Company, or otherwise relating to or arising out of the LLC Agreement or the Subscription Agreement, and otherwise as provided in the LLC Agreement or the Subscription

the federal government. Governmental investigations, examinations or regulatory actions, or private lawsuits, including purported class action lawsuits, may adversely affect such companies’ financial results. To the extent the Company seeks to engage in origination and/or servicing directly, or has a financial interest in, or is otherwise affiliated with, an origination or servicing company, the Company will be subject to enhanced risks of litigation, regulatory actions and other proceedings. As a result, the Company may be required to pay legal fees, settlement costs, damages, penalties or other charges, any or all of which could materially adversely affect the Company and its investments. 36

AbilityTable toof Originate Loans on Advantageous Terms; Competition and SupplyContents

~~process,~~ Agreement. Such Claims may be material and have an adverse effect on the returns to ~~co-investors~~ the Unitholders. The Company may also provide broad indemnities, representations, warranties and/ covenants in connection with the acquisition, management and disposition of Portfolio Investments or ~~third parties~~ otherwise in connection with the Company’s investment program.

~~level~~Any indemnification obligations of the Company would be payable from the assets of the Company, including the unfunded Commitments of the Unitholders, and would adversely affect the Company’s returns.

~~Risks~~Adverse ~~Relating~~Consequences of Default. A Unitholder in default with respect to ~~Bank~~its ~~Loans~~unfunded ~~and~~Commitment ~~Corporate~~may ~~Loans~~experience material adverse effects on its investment. When a Unitholder defaults, the Board, in its discretion, may cause the defaulting Unitholder to forfeit a portion of the distributions to which the defaulting Unitholder may otherwise have been entitled. The Board may also require a forced sale of the defaulting Unitholder’s Interest. In addition, the Board may pursue any available legal or equitable remedies, with the expenses of collection of the unpaid amount, including attorneys’ fees, to be paid by the defaulting Unitholder.

~~Investments~~Upon the default of a Unitholder, the Company may deliver an amended funding notice to the non-defaulting Unitholders increasing their capital contributions by up to an aggregate amount equal to the capital contribution that the defaulting Unitholder failed to make, not in ~~Smaller~~excess ~~and~~of ~~Middle~~a ~~Market~~Unitholder’s ~~Companies~~unfunded Commitment. The Board may require a defaulting Unitholder to contribute the entirety of its remaining Commitment to the Company. For any such Unitholder, the return on its Company investment may be materially lower than returns to Unitholders who do not pre-fund their Commitments.

Distributions in Kind. If distributions are made of assets held by the ~~event~~ Company in lieu of ~~non-payment~~ cash, the amount of ~~scheduled interest~~ any such distribution will be accounted for at the fair market value of such assets as determined in accordance with procedures set forth in the LLC Agreement. An independent appraisal generally will not be required and is not expected to be obtained. Assets distributed in kind may not be readily marketable or disposable, and Unitholders therefore must be prepared to bear the risks of owning such assets for an indefinite period of time (and to incur costs and expenses in connection with any disposition thereof). In addition, there can be no assurance that the value of such assets as determined in accordance with procedures set forth in the LLC Agreement will ultimately be realized.

~~Bank~~Risks ~~loans~~Related ~~usually~~to ~~require~~the Russian Invasion of Ukraine. On February 24, in2022, ~~addition~~the toRussian ~~scheduled~~military ~~payments~~commenced a full-scale invasion of ~~interest~~Russia’s ~~and~~pre-positioned ~~principal~~forces into Ukraine, ~~the~~which ~~prepayment~~could ofhave a negative impact on the ~~bank~~economy ~~loan~~and ~~from~~business ~~free~~activity ~~cash~~globally ~~flow.~~(including ~~The~~in ~~degree~~the tocountries in which ~~borrowers~~the ~~prepay~~Company ~~bank loans~~invests), ~~whether~~and astherefore acould ~~contractual~~adversely ~~requirement~~affect orthe atperformance ~~their~~of ~~election~~the Company’s Portfolio Investments. Following such invasion, ~~may~~the beUnited ~~affected~~States byand ~~general~~several ~~business~~European ~~conditions~~nations announced sanctions against Russia. Furthermore, the ~~financial~~conflict ~~condition~~between the two nations and the varying involvement of the ~~borrower~~United States and ~~competitive~~other ~~conditions~~NATO ~~among~~countries ~~lenders,~~could ~~among~~preclude ~~others.~~prediction Asas ~~such,~~to ~~prepayments~~their ~~cannot~~ultimate beadverse ~~predicted~~impact ~~with~~on ~~accuracy.~~global ~~Upon~~economic aand ~~prepayment~~market conditions, ~~either~~and, inas ~~part~~a orresult, inpresents ~~full,~~material ~~the~~uncertainty ~~actual~~and ~~outstanding~~risk ~~debt~~with onrespect ~~which~~to the Company ~~derives~~and ~~interest~~the ~~income~~performance ~~will~~of beits ~~reduced.~~investments ~~The~~or ~~effect~~operations, ofand ~~prepayments~~the onability of the Company’s ~~performance~~to ~~may~~achieve orits ~~may~~investment ~~not~~objectives. Additionally, beto ~~mitigated by~~ the ~~receipt~~extent ofthat ~~prepayment~~third ~~fees~~parties, ~~and/~~investors, or ~~the~~related ~~Company’s~~customer ~~reinvestment~~bases ofhave ~~prepayments~~material operations or assets in ~~other~~Russia ~~bank~~or ~~loans~~Ukraine, ~~that~~they may have ~~similar~~adverse orconsequences ~~identical~~related ~~yields.~~to the ongoing conflict.

Risks Related to Electronic Communications/Cybersecurity Risk. The Company ~~may~~provides ~~purchase~~to ~~“assignments”~~Unitholders ofstatements, ~~bank~~reports ~~loans~~and ~~from~~other ~~lenders.~~communications ~~The~~relating ~~purchaser~~to ofthe anCompany ~~assignment~~and/or ~~typically~~the ~~succeeds~~Unitholder’s toInterest ~~all~~in ~~the~~electronic ~~rights~~form, ~~and~~such ~~obligations~~as ~~under~~e-mail ~~the~~or ~~loan~~via ~~agreement~~a ~~with~~password ~~the~~protected ~~same~~website ~~rights~~(“Electronic Communications”). There are certain costs and ~~obligations~~possible asrisks associated with the ~~assigning~~use ~~lender~~of Electronic Communications. Electronic ~~Assignments~~Communications may be modified, ~~however~~corrupted, or contain viruses or malicious code, and may not be ~~arranged~~compatible ~~through~~with ~~private~~a ~~negotiations~~Unitholder’s ~~between~~electronic ~~potential~~system. The ~~assignees~~Company cannot provide any assurance that Electronic Communications are secure and ~~potential~~will ~~assignors~~not be responsible for any computer viruses, ~~and~~problems or malfunctions resulting from the ~~rights~~use ~~and~~of ~~obligations~~Electronic ~~acquired~~Communications. In byaddition, reliance on Electronic Communications involves the ~~purchaser~~risk of aninaccessibility, ~~assignment~~power outages or slowdowns for a variety of reasons. These periods of inaccessibility may ~~differ~~delay ~~from,~~or ~~and~~prevent bereceipt ~~more~~of ~~limited~~reports ~~than,~~or ~~those~~other ~~held~~information by the ~~assigning lender~~Unitholders.

30The Company relies on the Adviser’s enterprise-wide cybersecurity program, to protect its information, including due oversight of the cybersecurity programs of the Company’s key Service Providers and processes for the assessment, identification, and management of material risks from cybersecurity threats, including those associated with the use of third-party Service Providers. While the Adviser employs various measures to address cybersecurity-related issues, the Adviser, the Administrative Coordinator, the Company and their respective Service Providers may nevertheless be subject to operational and information security risks resulting from cybersecurity incidents. A cybersecurity incident refers to both intentional and unintentional events that may cause the Adviser, the Company or their respective Service Providers to lose or compromise confidential information, suffer data corruption or lose operational capacity. Cybersecurity incidents include stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other operational disruptions. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to Unitholders (and their beneficial owners) and material nonpublic information. The systems the Adviser has implemented to manage risks relating to these types of events could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those

~~Table of Contents~~37

other lenders through set-off against the borrower,Table of Contents

Ininvolving ~~many~~covertly ~~cases~~introduced ~~bank~~malware, ~~loans~~impersonation of authorized users and ~~loan~~industrial ~~participations~~or ~~would~~other espionage may not be ~~deemed~~identified toeven bewith ~~securities~~sophisticated ~~for~~prevention ~~purposes~~and ofdetection ~~U.S.~~systems, ~~federal~~potentially resulting in further harm and~~/or~~ ~~state~~preventing ~~securities~~them ~~laws~~from being addressed appropriately. The Asfailure aof these systems or of disaster recovery plans for any reason could cause significant interruptions in the Company’s and the Adviser’s operations and result in a failure to maintain the security, anconfidentiality ~~investment~~or inprivacy ~~bank~~of ~~loans~~sensitive ~~would~~data, ~~not~~including bepersonal ~~afforded~~information relating to Unitholders, material nonpublic information and other sensitive information in the ~~same~~Adviser’s ~~protections~~possession. asA andisaster ~~investment~~or a disruption in ~~securities~~the infrastructure that supports the Adviser’s business, ~~such~~including asa disruption involving Electronic Communications or other services used by the ~~extensive~~Adviser ~~disclosure~~or ~~requirements~~third ~~under~~parties ~~U.S.~~with ~~federal~~whom ~~and/~~the Adviser conducts business, or ~~state~~directly ~~securities~~affecting ~~laws~~the Adviser’s headquarters, ~~which~~could ~~may~~have ~~adversely~~a material adverse impact on the ~~Company~~Adviser’s ability to ~~seek~~continue ~~recourse~~to inoperate ~~respect~~its ofbusiness ~~such~~without ~~investments.~~interruption ~~Similarly~~and to protect the Company, insofar as is practicable, from the ~~documentation~~hazards ~~evidencing~~of ~~bank~~cybersecurity ~~loans~~threats and ~~loan~~vulnerabilities ~~participations~~in ~~will~~accordance ~~not~~with ~~necessarily~~applicable belegal ~~maintained~~requirements ~~with~~and ~~the~~guidance. ~~Company~~The Adviser’s ~~custodian~~disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse the Adviser for its losses, if at all.

~~Investments~~Although the Company is not currently aware of any cyber-attacks or other incidents that, individually or in ~~Life~~the ~~Science~~aggregate, ~~Industry~~have materially affected, or would reasonably be expected to materially affect, its operations or financial condition, there has been an increase in the frequency and sophistication of the cyber and security threats faced in the marketplace. Cyber-attacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside or inside parties. The Company may be a target for attacks because, as a specialty finance company, it holds confidential and other sensitive information, including price information, about existing and potential investments. Further, the Company is dependent on third-party vendors for hosting hardware, software and data processing systems that it does not control. The Company also relies on third-party Service Providers for certain aspects of its business, including for certain information systems, technology and administration of its Portfolio Investments and compliance matters. While the Company relies on the cybersecurity strategy and policies implemented by the Adviser, its reliance on the Adviser and third-party Service Providers removes certain cybersecurity functions from outside of the Company’s immediate control, and cyber-attacks on the Adviser, on the Company or on third-party Service Providers could adversely affect the Company, its business, and its reputation. The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by others, including by the Company’s third-party providers.

~~The~~As ~~life~~the ~~science~~Company’s ~~industry~~reliance ~~spends heavily~~ on ~~research~~computer hardware and ~~development~~software systems, data processing systems, and inother ~~relatively~~technology ~~new~~has ~~technologies.~~increased, ~~Research~~so ~~findings~~have the risks posed to such systems, both those the Adviser controls and ~~technological~~those ~~innovation~~provided ~~(together~~by ~~with~~third-party ~~patent~~vendors. ~~expirations)~~Cyber-attacks may ~~make~~originate ~~any~~from ~~particular~~a ~~treatment~~wide variety of sources, ~~service~~and orwhile ~~product~~the ~~less~~Adviser ~~attractive~~has ifimplemented ~~previously~~processes, ~~unknown~~procedures, orand ~~underappreciated~~internal controls designed to mitigate cybersecurity risks ~~are~~and ~~revealed~~cyber-attacks, orthese ifmeasures do not guarantee that a ~~more~~cyber-attack ~~effective,~~will ~~less~~not ~~costly~~occur or ~~less~~that ~~risky~~the ~~solution~~Company’s isfinancial results, operations, or ~~becomes~~confidential ~~available.~~information, ~~Certain~~personal, ~~new~~or ~~technologies~~other sensitive information will not be negatively impacted by such an incident, especially because the techniques of threat actors change frequently and are ~~more~~often ~~costly~~not recognized until launched. The Adviser relies on industry accepted security measures and ~~time-consuming~~technology to ~~reach~~securely ~~viability~~maintain confidential and ~~such~~proprietary ~~companies~~information ~~may~~maintained ~~have~~on ~~difficulty~~its ~~establishing~~information asystems, ~~market~~as ~~presence~~well as on policies and procedures to protect against the unauthorized or unlawful disclosure of confidential, personal, or other sensitive information. ~~Developing~~Although ~~technologies~~the ~~are~~Adviser ~~also~~takes ~~more~~protective ~~likely~~measures and endeavors to ~~have~~strengthen ~~undeveloped~~its ~~regulatory~~computer ~~frameworks~~systems, software, technology assets, and ~~therefore~~networks to prevent and address potential cyber-attacks, there iscan abe ~~greater~~no ~~risk~~assurance that ~~regulatory~~any ~~developments~~of these measures prove effective. The Adviser expects to be required to devote increasing levels of funding and resources, which may ~~adversely~~in ~~affect~~part be allocated to the ~~industry~~Company, to comply with evolving cybersecurity and privacy laws and regulations and to continually monitor and enhance its cybersecurity procedures and controls. ~~Any~~In ~~such~~addition, ~~development~~the ~~could~~Company, ~~have~~the aAdviser, ~~material~~the ~~adverse~~Administrative ~~effect~~Coordinator, onor their employees, if any, may also be the ~~companies~~target inof ~~which~~fraudulent emails or other targeted attempts to gain unauthorized access to confidential, personal, or other sensitive information. The result of any cyber-attack or other security incidents may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen information (including personal information), investigations, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to the Company’s ~~invests~~business relationships, regulatory fines or penalties, or other adverse effects on its business, financial condition or results of operations. The Adviser may be required to expend significant additional resources to modify its protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks related to cyber-attacks. The rapid evolution and increasing prevalence of artificial intelligence technologies may also increase cybersecurity risks.

~~General~~In ~~Economic~~addition, cybersecurity has become a top priority for global lawmakers and ~~Market~~regulators ~~Risk~~around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. In particular, state and federal laws and regulations related to cybersecurity compliance continue to evolve and change, which may require substantial investments in new technology, software and personnel, which could affect the Company’s profitability. These changes may also result in enhanced and unforeseen consequences for cyber-related breaches and incidents, which may further adversely affect the Company’s profitability. If the Adviser fails to comply with the relevant and increasing laws and regulations, the Adviser could suffer financial losses, a disruption of its businesses, liability to investors, regulatory intervention or reputational damage. Policies of remote working, whether by the Adviser, the Administrative Coordinator, the Company or by their respective Service Providers, could strain

~~the COVID-19 pandemic,~~38

31Table of Contents

~~Table~~technology ofresources, ~~Contents~~introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

Cybersecurity risks are exacerbated by the rapidly increasing volume of ~~COVID~~ highly sensitive data, including the Company’s proprietary business information, personal information of the Adviser’s employees, the Company’s investors and others, and other sensitive information that the Adviser collects, processes, and stores in its data centers and on its networks or those of third-19party Service Providers. The secure processing, maintenance, and transmission of this information are critical to the Company’s operations. There is a risk that encryption and other protective measures against cyber-attacks may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor or other personal information, proprietary business data or other sensitive information, whether by third parties or as a result of malfeasance by the Adviser’s employees or otherwise, non-compliance with applicable contractual or other legal obligations regarding such data or intellectual property or a violation of applicable privacy and security policies with respect to such data could result in significant investigation, remediation and other costs, fines, penalties, litigation or regulatory actions against the Company and significant reputational harm, any of which could harm the Company’s business and results of operations. Cybersecurity risks require continuous and increasing attention and other resources from the Adviser to, among other actions, identify and quantify these risks and upgrade and expand its technologies systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that the Adviser’s efforts will be effective.

~~Continuing~~Cybersecurity ~~market~~incidents ~~uncertainty~~ may ~~have~~adversely ~~a significant~~ impact on the ~~business of the~~ Company. Among other things, the level of investment opportunities may decline from the Adviser’s current expectations. One possible consequence is that the Company may take a longer than anticipated period to invest capital and~~/or~~ ~~the~~its ~~Company may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by~~ Unitholders ~~may be substantially adversely affected by the unfavorable performance of a small number of these investments~~. There ~~Furthermore,~~is ~~market~~no ~~conditions~~guarantee ~~may~~that ~~unfavorably impact~~ the Company~~’s ability to secure leverage on terms as favorable as more established borrowers in the market~~, ~~or to obtain any leverage on commercially favorable terms. To~~ the ~~extent the Company is able to secure financing for investments~~Adviser, ~~increases in interest rates~~ and/or intheir ~~the~~respective ~~risk~~Service ~~spread~~Providers demanded by financing sources would make the use of leverage more expensive and could limit the Company’s ability to structure and consummate its investments. Although the Adviser believes that recent market dislocations will ~~result in attractive investment opportunities, the Company may not~~ be ~~able~~successful ~~to time the acquisition or disposition of its investments correctly, which could result~~ in ~~further~~protecting ~~depreciation~~against incybersecurity ~~values~~incidents.

~~Public~~Financial ~~Health~~Services ~~Crises~~Industry ~~Risk~~Risks. Cash not held in custody accounts and held by the Company, the Adviser and the Portfolio Investments in non-interest-bearing and interest-bearing operating accounts could, at times, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, the Company, the Adviser, or the Portfolio Investments could lose all or a portion of those amounts held in excess of such insurance limits. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect the Company, the Adviser’s and the Portfolio Investments’ business, financial condition, results of operations, or prospects.

Although the ~~COVID-19 pandemic~~ Company and the Adviser assess its and the Portfolio Investments’ banking and financing relationships as the Company believes necessary or appropriate, the Company and the Portfolio Investments’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize current and projected future business operations could be significantly impaired by factors that affect the financial institutions with which the Company, the Adviser or the Portfolio Investments have arrangements directly or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which the Company, the Adviser or the Portfolio Investments have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

~~COVID-19~~In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for the Company, the Adviser, or the Portfolio Investments to acquire financing on acceptable terms or at all.

~~re-introduction~~Technological Innovation Risks. Technological innovations have disrupted traditional approaches in multiple industries and can permit younger companies to achieve success and in the process disrupt markets and market practices. The Company can provide no assurance that new businesses and approaches will not be created that would compete with the Company and/or its Portfolio Investments or alter the market practices in which the Adviser and its affiliates and the Company have been designed to function within and on which the Company depends on for its investment return. New approaches could damage the Company’s investments, disrupt the market in which it operates and subject it to increased competition, which could materially and adversely affect the Company’s business, financial condition and results of investments.

~~COVID-19~~Machine Learning Technology Risks. Recent technological advances in artificial intelligence and machine learning technology (“Machine Learning Technology”) pose risks to the Company and its Portfolio Investments. The Company and its Portfolio Investments could be

~~COVID-19~~39

COVID-19Table of Contents

reexposed to the risks of Machine Learning Technology if third-~~introduction~~party service providers or any counterparties use Machine Learning Technology in their business activities. The Company and the Adviser are not in a position to control the use of Machine Learning Technology in third-party products or services. Use of Machine Learning Technology could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party Machine Learning Technology applications and users. Machine Learning Technology and its applications continue to develop rapidly, and the Company cannot predict the risks that may arise from such developments.

~~COVID-19~~Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent the Company or its Portfolio Investments are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could adversely impact the Company or its Portfolio Investments.

~~COVID~~Corporate Social Responsibility Risks. The Company’s business (including that of its Portfolio Investments) faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities, which are increasingly considered to contribute to reducing a company’s operational risk, market risk and reputational risk, which may in turn impact the long-19term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG ratings and measures to their investment decisions.

~~General~~The ~~Credit~~Company ~~Risk~~risks damage to its brand and reputation if it fails to act responsibly in a number of areas, including, but not limited to, diversity, equity and inclusion, human rights, climate change, environmental stewardship, support for local communities, corporate governance, transparency and consideration of ESG factors in the Company’s investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company’s brand, its relationship with existing and future Portfolio Investments, the cost of the Company’s operations and relationships with investors, all of which could adversely affect its business and results of operations.

~~Although~~However, ~~most~~regional ofand ~~the~~investor ~~Company’s~~specific ~~investments~~sentiment ~~will~~may ~~not~~differ bein ~~rated~~what byconstitutes ~~any~~a ~~credit~~material ~~rating~~positive ~~agency,~~or innegative ~~some~~ESG ~~cases,~~corporate ~~the~~practice. There ~~credit~~is ~~risk~~no ofguarantee ~~some~~that of the Company’s ~~Portfolio~~ESG ~~Investments~~and ~~may~~sustainability bepractices ~~broadly~~will ~~gauged~~uniformly byfit ~~the~~every ~~credit~~investor’s ~~ratings~~definition of ~~such~~best ~~Portfolio~~practices ~~Investments.~~for ~~However~~all environmental, ~~ratings~~social ~~are~~and ~~only~~governance ~~the~~considerations ~~opinions~~across ofgeographies ~~the~~and ~~agencies~~investor ~~issuing~~types. ~~them,~~If ~~may~~we ~~change~~do ~~less~~not ~~quickly~~successfully ~~than~~manage ~~relevant~~expectations ~~circumstances,~~across ~~are~~varied ~~not~~stakeholder ~~absolute~~interests, ~~guarantees~~it ofcould ~~the~~erode ~~quality~~stakeholder oftrust, ~~the~~impact ~~rated~~our ~~securities~~reputation and ~~are~~constrain ~~subject~~our toinvestment ~~downgrade~~opportunities. ~~Credit ratings and ratings agencies~~

32There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC has proposed, or has announced that it is working on proposals for, rules that, among other matters, would establish a framework for reporting of climate-related risks, corporate and fund carbon emissions, broad diversity and capital management. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). In 2021, the SEC established an enforcement task force to look into ESG practices and disclosures by public companies and investment managers and has started to bring enforcement actions based on ESG disclosures not matching actual investment processes. Further, in 2022 the SEC issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors that would mandate extensive disclosure of climate-related data, risks and opportunities for certain public companies.

~~Table~~The ofCompany ~~Contents~~and its Portfolio Investments are subject to the risk that similar measures might be introduced in other jurisdictions in the future. Additionally, compliance with any new laws or regulations increases the Company’s regulatory burden and could make compliance more difficult and expensive, affect the manner in which the Company or its Portfolio Investments conduct its businesses and adversely affect the Company’s profitability.

~~High~~Climate ~~Yield~~Change ~~Debt~~Risks. There may be evidence of global climate change. Climate change creates physical and ~~Unrated~~financial ~~Securities~~risk and some of the Company’s Portfolio Investments may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of the Company’s Portfolio Investments if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of the Company’s Portfolio Investments’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Energy companies could also be affected by the potential for lawsuits against or taxes or other regulatory costs imposed on greenhouse gas emitters, based on links drawn between greenhouse gas emissions and climate change.

~~General~~In ~~Leverage~~December ~~Risks~~2015 the United Nations, of which the U.S. is a member, adopted a climate accord with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. As a result, some of the Company’s Portfolio

~~non-recourse~~40

LeveragedTable Companiesof Contents

~~required~~ Investments may become subject to ~~de-lever as a~~ new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues.

InRisks ~~connection~~Related ~~with any leverage utilized by the Company, the Company may secure its obligations with respect thereto with any and all of its assets, including its right~~ to ~~receive~~RICs ~~capital contributions from the Unitholders, pursuant to a pledge or other security agreement on terms that the Company determines are fair~~ and reasonable to the Company. If the Company were to default on its obligations under such transactions, the counterparty could foreclose on the collateral and take possession of the Company’s assets and/or call capital from the Unitholders for purposes of repaying debt. BDCs

~~The~~Failure ~~terms~~to ofQualify ~~any~~as ~~leverage~~a ~~utilized~~RIC. byAlthough the Company ~~are~~has ~~likely~~obtained toqualification ~~impose~~as ~~significant~~a ~~restrictions~~RIC, onno ~~the~~assurance ~~Company’s~~can ~~operations~~be ~~and~~given ~~investment~~that ~~program,~~it ~~including~~will asbe able to ~~the~~maintain ~~Company’s~~qualification ~~ability~~as toa ~~pay~~RIC. To ~~distributions~~maintain qualification as a RIC, ~~incur~~the ~~additional~~Company ~~leverage~~must meet source-of-income, asset diversification, and ~~engage~~distribution inrequirements ~~certain~~on ~~transactions.~~an ongoing basis.

~~Investments~~The inincome ~~Smaller~~source ~~and~~requirement ~~Middle~~will ~~Market~~be ~~Companies~~satisfied if the Company obtains at least 90% of gross income for each year from dividends, interest, foreign currency, payments with respect to loans of certain securities, gains from the sale of Units or other securities, net income from certain “qualified publicly traded partnerships,” or similar sources.

33The asset diversification requirement will be satisfied if the Company meets certain asset diversification requirements at the end of each quarter of the taxable year. Failure to meet those requirements may result in the Company having to dispose of certain investments quickly in order to prevent the loss of qualification as a RIC. Because most of the Company’s investments will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

~~Table~~The annual distribution requirement will be satisfied if the Company distributes to its Unitholders on an annual basis at least 90% of ~~Contents~~net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because the Company may use debt financing, it is subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict the Company from making distributions necessary to satisfy the distribution requirement. If the Company is unable to obtain cash from other sources, it could fail to qualify as a RIC.

~~Hedging~~If ~~Transactions~~the Company fails to qualify as a RIC for any reason and ~~Related~~therefore ~~Risks~~becomes subject to corporate income tax, the resulting corporate taxes could substantially reduce net assets, the amount of income available for distribution and the amount of distributions.

~~Due~~Recognizing ~~Diligence~~Income ~~Risk~~Before or Without Receiving Cash. For U.S. federal income tax purposes, the Company will include in income certain amounts that the Company has not yet received in cash, such as the accrual of original issue discount (“OID”). This may arise if the Company receives warrants in connection with the making of a loan and in other circumstances, or through contracted payment-in-kind (“PIK”) interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, which could be significant relative to the Company’s overall investment activities, and increases in loan balances as a result of contracted PIK arrangements will be included in income before the Company receives any corresponding cash payments. The Company also may be required to include in income certain other amounts that the Company will not currently receive in cash.

~~Interest~~Since ~~Rate~~in ~~Risk~~certain cases the Company may recognize income before or without receiving cash representing such income, the Company may have difficulty meeting the requirement to timely distribute at least 90% of its net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain its qualification as a RIC. In such a case, the Company may have to sell some of its Portfolio Investments at times the Company would not consider advantageous or raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If the Company is not able to obtain cash from other sources and is otherwise unable to satisfy such distribution requirement, the Company may fail to maintain its qualification as a RIC and become subject to corporate-level U.S. federal income tax.

Tax Considerations Regarding Dividends for Private BDCs. The ~~prices~~Company ofdoes ~~long-term~~not ~~debt~~currently ~~obligations~~qualify ~~generally~~as ~~fluctuate~~a ~~more~~“publicly ~~than~~offered ~~prices~~regulated ofinvestment ~~short-term~~company,” ~~debt~~as ~~obligations~~defined in the Code. Accordingly, U.S. individual and other noncorporate Unitholders will be taxed as ~~interest~~though ~~rates~~they ~~change~~received a distribution of some of the Company’s expenses. A To“publicly offered regulated investment company” is a RIC whose Units are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market, or (iii) held by at least 500 persons at all times during the ~~extent~~taxable year. The Company anticipates that it will not qualify as a publicly offered RIC for the 2023 tax year, and cannot determine when it will qualify as a publicly offered RIC. Since the Company ~~invests~~is innot ~~longer~~a publicly offered RIC, a non-~~term~~corporate ~~Portfolio~~Unitholder’s ~~Investments~~allocable portion of the Company’s affected expenses, itincluding a portion of its management fees, will be ~~impacted~~treated as an additional distribution to athe ~~greater~~Unitholders. A ~~degree~~non-corporate Unitholder’s allocable portion of these expenses are treated as miscellaneous itemized deductions that are not currently deductible by ~~changes~~such Unitholder (and beginning in ~~market~~2026, ~~interest~~will ~~rates~~be ~~than~~deductible ifby such Unitholder for regular U.S. federal income tax purposes but not for alternative minimum tax purposes only to the ~~Company~~extent ~~invested~~they ~~primarily~~exceed in2% ~~short-term~~of ~~debt~~such ~~securities.~~Unitholder’s adjusted gross income).

ToPotential ~~the~~Dividend ~~extent~~Deferrals. ~~the~~In ~~Company~~order ~~borrows money or issues preferred Units~~ to ~~make~~maintain ~~investments,~~ its ~~net~~tax ~~investment~~status ~~income~~as ~~will depend, in part, upon the difference between the rate at which it borrows funds or pays distributions on preferred Units and the rate at which the Company invests those funds. As~~ a ~~result~~RIC, the Company ~~can~~must ~~offer~~distribute noto ~~assurance~~Unitholders ~~that~~for aeach ~~significant~~taxable ~~change~~year inat ~~market~~least ~~interest~~90% ~~rates~~of ~~will not have a material adverse effect on~~ its ~~net~~ investment ~~income~~company intaxable ~~the~~income ~~event the Company uses debt to finance investments~~(i.e., Innet ~~periods~~ordinary ofincome ~~rising~~plus ~~interest~~realized ~~rates,~~net ~~such~~short-term ascapital ~~the~~gains ~~current~~in ~~economic~~excess ~~period, the Company’s cost~~ of ~~funds~~realized ~~will~~net ~~increase~~long-term ~~because~~capital ~~the~~losses). If ~~interest rates on~~ the ~~amounts borrowed under the~~ Company’s ~~credit~~qualifies ~~facilities~~for ortaxation certain other financing arrangements will typically be floating, which could reduce the Company’s net investment income to the extent any Portfolio Investments have fixed interest rates, and the interest rate on Portfolio Investments with an interest rate floor (such as a ~~SOFR~~RIC, ~~(as~~it ~~defined~~generally ~~below) floor) above then-current levels~~ will not ~~increase~~be ~~until~~subject interest rates exceed the applicable minimum interest rate floor. Rising interest rates may also increase the cost of debt for the Portfolio Investments, which could adversely impact the Portfolio Investment’s financial performance and ability to ~~meet~~corporate-level ~~ongoing obligations to the Company~~U.S. federal

3441

~~The~~income ~~Company~~tax ~~expects~~on ~~that~~ its ~~long-term~~investment ~~fixed-rate~~company ~~investments~~taxable ~~will~~income beand ~~financed~~net ~~primarily~~capital ~~with~~gains ~~equity~~(i.e., ~~and~~realized net long-term ~~debt.~~capital ~~The~~gains ~~Company~~in ~~may~~excess ~~use~~of ~~interest~~realized ~~rate~~net ~~risk~~short-term ~~management~~capital ~~techniques~~losses) inthat anit ~~effort~~timely distributes to ~~limit~~Unitholders. The ~~its~~Company ~~exposure~~will be subject to ~~interest~~a ~~rate~~4% ~~fluctuations~~U.S. ~~Such~~federal ~~techniques~~excise ~~may~~tax ~~include~~on ~~various~~undistributed ~~interest~~earnings ~~rate~~of ~~hedging~~a ~~activities~~RIC tounless ~~the~~it ~~extent~~distributes ~~permitted~~each bycalendar year at least the ~~1940~~sum ~~Act~~of (i) 98.0% ~~These~~of ~~activities~~its ~~could~~ordinary ~~limit~~income for the ~~Company’s~~calendar ~~ability~~year, to(ii) ~~participate~~98.2% inof ~~the~~its ~~benefits~~capital ofgains ~~lower~~in ~~interest~~excess ~~rates~~of ~~with~~capital ~~respect~~losses tofor the ~~hedged~~one-year ~~borrowings.~~period ~~Adverse~~ending ~~developments~~on ~~resulting~~October ~~from~~31 ~~changes~~of inthe ~~interest~~calendar ~~rates~~year, orand ~~hedging~~(iii) ~~transactions~~any ~~could~~ordinary ~~have~~income aand ~~material~~net ~~adverse~~capital ~~effect~~gains onfor ~~the~~preceding ~~Company’s~~years ~~business,~~that ~~financial~~were ~~condition~~not distributed during such years and ~~results~~on ofwhich ~~operations~~it paid no U.S. federal income tax.

~~Also~~Under the Code, anthe ~~increase~~Company may pay certain RIC dividends after the end of the current year. In particular, if the Company pays a distribution in ~~interest~~January ~~rates~~of ~~available~~the tofollowing ~~investors~~year ~~could~~that ~~make~~was andeclared ~~investment~~in October, November, or December of the current year and is payable to Unitholders of record in the ~~Company’s~~current ~~Units~~year, ~~less~~the ~~attractive~~dividend will be treated for all U.S. federal income tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, the Company ismay ~~not~~pay ~~able~~dividends, referred to ~~increase~~as “spillover dividends,” that are paid during the following taxable year that will allow the Company to maintain its ~~distribution~~qualification ~~rate~~for taxation as a RIC and eliminate its liability for corporate-level U.S. federal income tax. Under these spillover dividend procedures, ~~which~~the ~~could~~Company ~~reduce~~may defer distributions of income earned during the ~~value~~current year until December of the following year. For example, the Company’s ~~Units~~may defer distributions of income earned during 2024 until as late as December 31, 2025. If the Company chooses to pay a spillover dividend, it will incur the 4% U.S. federal excise tax on some or all of the distribution.

~~Liquidity~~Due ~~Risk~~to events such as the COVID-19 pandemic, certain regional bank failures, the Russian invasion of Ukraine, the ongoing war in the Middle East or other disruptions in the economy, such as the recent inflationary environment, the Company may take certain actions with respect to the timing and amounts of its distributions in order to preserve cash and maintain flexibility. For example, the Company may reduce and/or defer dividends to the following year as discussed above. To further preserve cash, the Company may combine these deferrals of dividends with one or more distributions that are payable partially in Units as discussed below under “In-Kind Dividend Considerations.”

~~time possess material~~In-Kind Dividend Considerations. The Company may distribute taxable dividends that are payable in part in Units. In accordance with certain applicable U.S. Treasury regulations and published IRS guidance, a RIC may treat a distribution of its own shares as fulfilling the RIC distribution requirements if each Unitholder may elect to receive the entire distribution in either cash or shares of the RIC. The IRS has published a revenue procedure indicating that, in the case of publicly offered RICs, this rule will apply where the total amount of cash to be distributed is not less than 20% of the total distribution. Under this revenue procedure, if too many Unitholders elect to receive cash, the cash available for distribution must be allocated among the Unitholders electing to receive cash (with the balance of the distribution paid in Units). Because the Company is not currently a publicly offered RIC, its ability to rely on the revenue procedure and other guidance is uncertain. If the Company elects to pay a distribution in its own Units consistent with the revenue procedure and other guidance, for U.S. federal income tax purposes, the amount of the dividend paid in Units will be equal to the amount of cash that could have been received instead of Units. Taxable Unitholders receiving such dividends will be required to include the amount of the dividends as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of the Company’s current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a Unitholder may be required to pay tax with respect to such dividends in excess of any cash received, and, the Company may be required to withhold U.S. tax with respect to dividends payable in Units to non-~~public information about an~~U.S. Unitholders.

~~Inflation/Deflation~~Changes ~~Risk~~in Tax Law. Legislative or other actions relating to taxes could have a negative effect on the Company. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. New legislation and any other tax law developments including new or revised U.S. Treasury regulations, administrative interpretations or court decisions, could negatively and perhaps retroactively affect the U.S. federal income tax consequences to the Company and its Unitholders, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in the Company.

~~re-pricing~~Permissible Incurred Leverage. Leverage magnifies the potential for loss on investments and on invested equity capital. As the Company uses leverage to partially finance its investments, Unitholders will experience increased risks of investing in the Company’s securities. If the value of the Company’s assets increases, then leveraging would cause the NAV attributable to the Company’s Units to increase more sharply than it would have had the Company not leveraged. Conversely, if the value of the Company’s assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had the Company not leveraged its business. Similarly, any increase in the Company’s income in excess of interest payable on the borrowed funds would cause net investment income to increase more than it would without the leverage, while any decrease in the Company’s income would cause net investment income to decline more sharply than it would have had the Company not borrowed. Such a decline could negatively affect the Company’s ability to pay dividends on Units, scheduled debt payments or other payments related to securities. Leverage is generally considered a speculative investment technique.

~~Inflation~~Distribution ~~risk~~and ~~results~~Asset ~~from~~Coverage ~~the~~Ratio ~~variation~~Requirements. inIn ~~the~~order ~~value~~to ofsatisfy ~~cash~~the ~~flows~~requirements ~~from~~applicable ato ~~security~~RICs ~~due~~and to ~~inflation,~~avoid aspayment ~~measured in terms~~ of ~~purchasing~~excise ~~power.~~taxes, ~~The~~the Company isintends ~~exposed~~ to ~~inflation~~distribute ~~risk with respect~~ to ~~any~~Unitholders ~~fixed~~substantially ~~rate~~all ~~investments~~of ~~that~~its itordinary ~~makes,~~income ifand ~~any,~~capital ~~because~~gain ~~the~~net ~~interest~~income ~~rate~~except ~~the issuer has to pay the Company is fixed~~ for ~~the~~certain ~~life~~net ofcapital ~~the~~gains, ~~security.~~which Toit ~~the~~intends ~~extent~~to ~~that~~retain ~~interest~~and ~~rates~~to ~~reflect~~elect ~~the~~to ~~expected~~treat ~~inflation~~as ~~rate,~~deemed ~~floating~~distributions ~~rate~~to ~~loans~~Unitholders. The ~~have~~Company amay ~~lower~~issue ~~level~~debt ~~of inflation risk.~~

~~Financial Fraud~~42

employeesTable of Contents

~~OFAC~~securities, ~~FCPA~~other evidences of indebtedness or preferred Units, and ~~Related~~may ~~Considerations~~borrow money from banks or other financial institutions, which are referred to collectively herein as “senior securities,” up to the maximum amount permitted by the 1940 Act. The 1940 Act permits the Company to issue senior securities in amounts such that its asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. The Company’s ability to pay dividends or issue additional senior securities would be restricted if the asset coverage ratio were not at least 150%. If the value of the Company’s assets declines, the Company may be unable to satisfy this test. If that happens, the Company may be required to liquidate a portion of its investments and repay a portion of its indebtedness at a time when such sales or repayment may be disadvantageous. As a result of issuing senior securities, the Company will also be exposed to typical risks associated with leverage, including an increased risk of loss. If the Company issues preferred Units, such preferred Units will rank “senior” to common Units in the Company’s capital structure, preferred Unitholders will have separate voting rights for certain purposes and may have rights, preferences or privileges more favorable than those of the Company’s common Units and the issuance of preferred Units could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for Unitholders or otherwise be in the best interest of Unitholders.

35To the extent the Company is constrained in its ability to issue debt or other senior securities, it will depend on issuances of capital interests to finance operations. As a BDC, the Company is generally not able to issue Units at a price below NAV without first obtaining required approvals of Unitholders and independent directors in accordance with the conditions set forth in Section 63(2) of the 1940 Act. If the Company raises additional funds by issuing more common Units or senior securities convertible into, or exchangeable for, common Units, the percentage ownership of Unitholders at that time would decrease and Unitholders may experience dilution. In addition to issuing securities to raise capital as described above, the Company could, in the future, securitize loans to generate cash for funding new investments. An inability to successfully securitize its loan portfolio could limit the Company’s ability to grow its business, fully execute its business strategy and improve profitability.

~~Table~~Unrealized Depreciation. As a BDC, the Company is required to carry investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board. Decreases in the market values or fair values of ~~Contents~~investments will be recorded as unrealized depreciation. Any unrealized depreciation in the Company’s loan portfolio could be an indication of a Portfolio Investment’s inability to meet its repayment obligations with respect to the loans whose market values or fair values decreased. This could result in realized losses in the future and ultimately in reductions of income available for distribution in future periods.

~~Such~~Qualifying ~~sanctions~~Asset ~~prohibit~~Requirements. As a BDC, ~~among~~the Company may not acquire any assets other ~~things,~~than ~~transactions~~“qualifying ~~with~~assets” unless, ~~and~~at the ~~provision~~time of ~~services~~such toacquisition, ~~certain~~at ~~foreign~~least ~~countries,~~70% ~~territories~~of its total assets are qualifying assets. Therefore, ~~entities~~the ~~and~~Company ~~individuals~~may be precluded from investing in what it believes are attractive investments if such investments are not qualifying assets. Similarly, ~~These~~these ~~types~~rules could prevent the Company from making additional investments in existing Portfolio Investments, which could result in the dilution of ~~sanctions~~its ~~may~~position, ~~restrict~~or could require disposal of investments at an inopportune time to comply with the 1940 Act. If the Company’s ~~investment~~were ~~activities~~forced to sell non-qualifying investments for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments. Conversely, if the Company failed to invest a sufficient portion of assets in qualifying assets, it could lose status as a BDC, which would subject the Company to substantially more regulatory restrictions and significantly decrease operating flexibility.

InRegulatory ~~some~~Risks ~~countries,~~Relating ~~there is a greater acceptance than in the U.S. of government involvement in commercial activities, and of corruption. The Company may be adversely affected because of its unwillingness~~ to ~~participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for~~ the Company ~~to act successfully on investment opportunities and for Portfolio Investments to obtain or retain business.~~

InExemptive ~~recent~~Relief. The ~~years,~~Company and the ~~U.S.~~other ~~Department~~BDCs offor ~~Justice~~which ~~and~~SLR is the ~~SEC~~investment ~~have~~adviser ~~devoted~~(SLR ~~greater~~Investment ~~resources~~Corp. to(Nasdaq: ~~enforcement~~SLRC) of(“SLRC”), ~~the~~SLR ~~U.S.~~HC ~~Foreign~~BDC ~~Corrupt~~LLC ~~Practices~~(“HC ~~Act~~BDC”) and SLR Private Credit BDC II LLC (“PC BDC,” and, together with SLRC, HC BDC, the “~~FCPA~~SLR BDCs”). Inare ~~addition,~~substantially ~~the~~limited ~~United~~in ~~Kingdom~~their ~~has~~ability ~~recently~~to ~~significantly~~co-invest ~~expanded~~in ~~the~~privately ~~reach~~negotiated oftransactions ~~its~~with ~~anti-bribery~~affiliated ~~laws.~~funds ~~Violations~~other ofthan as permitted by the ~~FCPA~~Order. While orthe ~~other~~Order ~~applicable~~permits ~~anti-corruption~~the ~~laws~~Company orto ~~anti~~participate in negotiated co-~~bribery~~investment ~~laws~~transactions ~~could~~with ~~result~~the ~~in,~~SLR ~~among~~BDCs and other ~~things~~affiliated funds, ~~civil~~such participation is subject to numerous conditions. If the Company and ~~criminal~~the ~~penalties,~~SLR ~~material~~BDCs ~~fines,~~are ~~profit~~unable ~~disgorgement,~~to ~~injunctions~~comply with these conditions or are otherwise unable to rely on ~~future~~the ~~conduct~~Order for a particular opportunity, ~~securities~~such ~~litigation~~opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and asecond, ~~general~~if ~~loss~~the terms of ~~investor~~the ~~confidence,~~opportunity ~~any~~are consistent with more than one ofentity’s ~~which~~investment ~~could~~strategy, ~~adversely~~on ~~affect~~an alternating basis. Although SLR will endeavor to allocate investment opportunities in a fair and equitable manner, the Company’s ~~ability~~could be adversely affected to ~~achieve~~the ~~its~~extent investment ~~objective~~opportunities are allocated among the Company and/ other investment vehicles managed or ~~conduct~~sponsored by, or affiliated with SLR and its ~~operations.~~affiliates, including the SLR BDCs, pursuant to the conditions of the Order.

Regulatory Risks Relating to ~~Waivers~~the Company. Legal and regulatory changes could occur during the term of the Company that may adversely affect the Company. The Company may be subject to, and adversely affected by, new federal, state or ~~Deferrals~~non-U.S. laws or new regulation by the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Board of ~~Covenants~~Governors of the Federal Reserve System (the “Federal Reserve Board”), the FDIC, the European Commission and ~~Covenant~~other federal, state and non-~~Lite~~U.S. ~~Loans~~securities or banking regulators, and other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. The Company may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by courts and/or these governmental regulatory authorities or self-regulatory organizations. For example, a recent court decision casts doubt on whether federal or state usury

In addition, some of the loans in which the Company may invest may be “covenant-lite” loans. The Company uses the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent the Company invests in “covenant-lite” loans, the Company may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. 43

GeneralTable Risksof Related to the Company Contents

~~Risk~~laws apply with respect to loans originated by national banks and then sold to non-bank investors such as the Company; this decision could significantly disrupt the bank loan secondary market and adversely impact the Company’s investment program. In addition, the approach taken by a federal court in the “Sun Capital” decision may significantly expand the scope of ~~Loss~~potential joint and several liability for pension obligations of portfolio companies commonly held by affiliated funds; this decision could create significant uncertainty with respect to such investments and adversely impact the Company. Moreover, legal and regulatory changes may adversely affect the Company’s ability to obtain financing by (among other things) reducing the availability of financing and/or adversely impacting financing costs and other terms.

~~are underperforming or non-performing~~ The financial services industry is subject to extensive regulation. Banking regulators have broad and/ largely discretionary powers, which include prohibiting “unsafe or unsound” practices; requiring affirmative actions to correct any violation or practice; issuing administrative orders that can be judicially enforced; directing increases in ~~securities~~ capital; directing the sale of subsidiaries or other assets; limiting dividends and distributions; restricting growth; assessing civil monetary penalties; removing officers and directors; and terminating deposit insurance. These actions and other regulatory requirements could have a material adverse effect on an investment in the Company. The financial institutions in which the Company will invest and with which the Company will transact are subject to laws, regulations, administrative actions and policies in each location in which they operate. The regulatory environment for private investment funds is evolving, and changes in the regulation or taxation of private investment funds may adversely affect the value of the investments held by the Company and the ability of the Company to execute its investment strategy.

NoIn ~~Market~~addition, ~~for~~the ~~Units~~securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC and other U.S. and non-U.S. regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Company could be substantial and adverse.

36Risks Related to Changes in Regulatory Policy. The U.S. government has recently called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas.

~~Table~~Financial Services and Government Intervention. From time to time, certain governments and regulatory authorities, such as the U.S. federal government, the U.S. Federal Reserve and the governments and regulatory authorities of ~~Contents~~certain member countries of the EU, have taken actions to provide or arrange credit support to financial institutions whose operations have been compromised by credit market dislocations and to restore liquidity and stability to the financial system in such jurisdictions. The implementation of any current or future governmental interventions (which may be significantly altered or terminated prior to implementation or during their terms), and their impact on both the credit markets generally and the Company’s investment program in particular, are uncertain.

~~Management~~U.S. ~~Risk~~Dodd-Frank Wall Street Reform and ~~Reliance~~Consumer Protection Act. In response to the recent disruption in the credit markets and the global economic downturn, various agencies and regulatory bodies of the U.S. federal government have taken or are considering taking various actions. These actions include, but are not limited to, the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law on ~~Management~~July 21, 2010, and which imposes a new regulatory framework over the U.S. financial services industry, non-U.S. financial entities that are regulated by or affiliated with entities regulated by U.S. financial regulators, and the consumer credit markets in general, and proposed and final regulations adopted thereunder, as well as proposed and final regulations to implement the Basel III regulatory capital accords. Given the broad scope and sweeping nature of these changes and the fact that certain final implementing rules and regulations have not yet been adopted or implemented, the potential impact of these actions on the Adviser and the Company is unknown, and no assurance can be made that the impact of such changes would not have a material adverse effect on the Adviser or the Company. For example, the U.S. Financial Stability Oversight Council (“FSOC”) created by the Dodd-Frank Act has the authority to designate asset management firms as a “systemically important financial institution” (“SIFI”). If the Adviser, or one of its affiliates, were designated as a SIFI, it would be subject to a variety of regulations, including capital requirements and limitations on leverage, which could have a material adverse effect on the ability of the Company to pursue its investment strategy. In addition, the Dodd-Frank Act created a new regulator for the credit industry in the U.S. known as the U.S. Consumer Financial Protection Bureau (“CFPB”). The CFPB may, among other things, regulate interest rates and other charges, require certain disclosures and regulate foreclosure practices. Future regulatory actions authorized by the Dodd-Frank Act (including any regulatory actions or other measures taken by the FSOC and/or the CFPB) may significantly reduce the profitability of the Company and its Portfolio Investments.

~~management~~Changes to Derivatives Regulation. Through comprehensive new global regulatory regimes impacting derivatives (e.g., the Dodd-Frank Act, European Market Infrastructure Regulation (“EMIR”), Markets in Financial Investments Regulation (“MIFIR”)/Markets in Financial

The success of the Company is highly dependent upon the financial and managerial experience of the Adviser and any consultants or other Service Providers retained by the Company. The success of the Adviser is highly dependent on the financial and managerial experience of the investment professionals, who may not continue to be employed by or associated with the Adviser during the entire term of the Company. In addition, a number of members of the professional staff of the Adviser are investors in other investment vehicles advised by SLR and are actively involved in managing the investment decisions of these investment vehicles, as well as investment decisions of other clients of SLR. Accordingly, the members of the professional staff of the Adviser have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by SLR. In addition, competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Adviser’s continued ability to effectively manage the Company’s investments depends on its ability to attract new investment professionals and to retain and motivate its existing investment professionals. 44

NotwithstandingTable the foregoing, at any time during the Company’s term, the Adviser may assign the full and exclusive authority and responsibility granted to it under the Investment Management Agreement to an investment adviser under common control with the Adviser, subject to applicable law. The Adviser may take any actions that are necessary or incidental to any such assignment, including assigning the Investment Management Agreement or causing the Company to enter into a new Investment Management Agreement. Although it is expected that (x) any new investment adviser would be a registered investment adviser under the Advisers Act, (y) the management fee and incentive fee payable by the Company to such entities would be identical to that payable to the Adviser and (z) certain investment professionals would continue to be responsible for managing the Company’s assets, there is no guarantee that any or all of such characteristics will apply to any such new investment adviser. Contents

Instruments Directive (“MIFID II”)), certain over-the-counter derivatives transactions in which the Company may engage are either now or will soon be subject to various requirements, such as mandatory central clearing of transactions which include additional margin requirements and in certain cases trading on electronic platforms, pre-and post-trade transparency reporting requirements and mandatory bi-lateral exchange of initial margin for non-~~investment~~cleared swaps.

~~non~~The Dodd-~~material~~Frank Act also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The EU and some other jurisdictions are implementing similar requirements. Because these requirements are new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. However, even if the Company itself is not located in a particular jurisdiction or directly subject to the jurisdiction’s derivatives regulations, the Company may still be impacted to the extent the Company enters into a derivatives transaction with a regulated market participant or counterparty that is organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations.

~~non~~Based on information available as of the date of this annual report on Form 10-~~public~~K, the effect of such requirements will be likely to (directly or indirectly) increase the Company’s overall costs of entering into derivatives transactions. In particular, new margin requirements, position limits and significantly higher capital charges resulting from new global capital regulations, even if not directly applicable to the Company, may cause an increase in the pricing of derivatives transactions entered into by market participants to whom such requirements apply or affect the overall ability of the Company to enter into derivatives transactions with certain counterparties. Such new global capital regulations and the need to satisfy the various requirements by counterparties are resulting in increased funding costs and increased overall transaction costs and are significantly affecting balance sheets, thereby resulting in changes to financing terms and potentially impacting the Company’s ability to obtain financing. Administrative costs, due to new requirements such as registration, recordkeeping, reporting, and compliance, even if not directly applicable to the Company, may also be reflected in the Company’s derivatives transactions. New requirements to trade certain derivatives transactions on electronic trading platforms and trade reporting requirements may lead to (among other things) fragmentation of the markets, higher transaction costs or reduced availability of derivatives, and/or a reduced ability to hedge, all of which could adversely affect the performance of certain of the Company’s investing strategies. In addition, changes to derivatives regulations may impact the tax and/or accounting treatment of certain derivatives, which could adversely impact the Company.

~~Referral~~In November 2020, the SEC adopted new rules regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. BDCs that use derivatives will be subject to a value-at-risk leverage limit, certain other derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements would apply unless the BDC qualified as a “limited derivatives user,” as defined in the adopted rules. A BDC that enters into reverse repurchase agreements or similar financing transactions would need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions and could either (i) comply with the asset coverage requirements of Section 18 of the 1940 Act when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivative transactions under the adopted rules. Under the adopted rules, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a Portfolio Investment, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this test, it is required to treat unfunded commitments as a derivatives transaction subject to the requirements of the rule. Collectively, these requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.

~~Recourse~~Uncertainty of the U.S. Political Climate. The current administration has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although the Company cannot predict the impact, if any, of these changes to its business, they could adversely affect the Company’s ~~Assets~~business, financial condition, operating results and cash flows. Until the Company knows what policy changes are made and how those changes impact its business and the business of the Company’s competitors over the long term, the Company will not know if, overall, it will benefit from them or be negatively affected by them.

“Bad 37Actor” Restrictions for Private Placements Conducted Under Rule 506 of Regulation D. An issuer is precluded from conducting offerings that rely on the exemption from registration under the Securities Act provided by Rule 506 of Regulation D (“Rule 506 Offerings”) if a “covered person” of the issuer has been the subject of a “disqualifying event” (each as defined below). “Covered persons” include,

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~~Identification~~among others, the issuer, affiliated issuers, any investment manager or solicitor of ~~Potential~~the ~~Investment~~issuer, ~~Opportunities~~any director, executive officer or other officer participating in the offering of the issuer, any general partner or managing member of the foregoing entities, any promoter of the issuer and any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power. A “disqualifying event” includes, among other things, certain (a) criminal convictions and court injunctions and restraining orders issued in connection with the purchase or sale of a security or false filings with the SEC, (b) final orders from the CFTC, U.S. Federal banking agencies and certain other regulators that bar a person from associating with a regulated entity or engaging in the business of securities, insurance or banking or that are based on certain fraudulent conduct, (c) SEC disciplinary orders relating to investment advisers, brokers, dealers and their associated persons, (d) SEC cease-and-desist orders relating to violations of certain anti-fraud provisions and registration requirements of the U.S. federal securities laws, (e) suspensions or expulsions from membership in a self-regulatory organization (“SRO”) or from association with an SRO member, and (f) U.S. Postal Service false representation orders.

~~Regulatory~~A ~~Risks~~disqualification ~~Relating~~will occur only in the case of a disqualifying event of a covered person that occurs on or after September 23, 2013, although issuers must disclose to potential investors in a Rule 506 Offering disqualifying events of covered persons that occurred before September 23, 2013. The rule provides an exception from disqualification if the ~~Company~~issuer can show that it did not know and, in the exercise of reasonable care could not have known, that the issuer or any other covered person had a disqualifying event, although an issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist.

~~Competition~~The Adviser has made, and on a periodic basis will continue to make, inquiries into whether any persons that the Adviser has determined to be affiliated issuers have been subject to any disqualifying events; ~~Potential~~however, ~~for~~in ~~Insufficient~~some ~~Investment~~circumstances ~~Opportunities~~the Adviser’s ability to determine whether the Company would be disqualified from relying on Rule 506 may depend on cooperation of third parties over whom the Company may have limited control and influence.

~~Insufficient~~If ~~Capital~~any of the Adviser’s covered persons, including any affiliated issuer of the Company, is subject to a disqualifying event, the Company could lose the ability to raise capital in a future Rule 506 offering for a significant period of time and the Company’s business, financial condition and results of operations could be materially and adversely affected.

Changes to Accounting Standards. The Financial Accounting Standards Board’s Accounting Codification Standards and updates, and additional provisions of U.S. generally accepted accounting principles (“U.S. GAAP”) (or to the extent applicable, International Financial Reporting Standards or other applicable accounting or financial reporting standards), that may be adopted in the future may impose additional, or different, specific requirements as to the valuation of assets and liabilities for purposes of U.S. GAAP-compliant financial reporting.

~~Follow~~Licensing Requirements. Various licensing requirements could apply to the Company or the Adviser with respect to investments in, or the origination, holding, servicing and disposing of, loans and similar assets. The licensing requirements could apply depending on the location of the borrower, the location of the collateral securing the loan, or the location where the Company or the Adviser operates or has offices. Moreover, the Company’s ability to invest in certain properties, participate in the secondary mortgage market, obtain financing for investments, lease properties to tenants and/or engage in lending, advisory, servicing and/or broker activities may be subject to the issuance of permits or licenses. If the Company applies for such licenses, this process may be costly and take several months. There is no assurance that the Company will obtain all of the licenses that it desires or that the Company would not experience significant delays in seeking these licenses. In states and other jurisdictions in which it is licensed, the Company or the Adviser is required to comply with applicable laws and regulations, including possible information requirements and consumer protection and anti-Onfraud laws, which could impose restrictions on the Company’s or the Adviser’s ability to take certain actions to protect the value of its investments in such assets and impose compliance costs. Failure to comply with such laws and regulations could lead to, among other penalties, a loss of the Company’s or the Adviser’s license, which in turn could restrict the Company’s investment options or require the Company to divest assets located in or secured by real property located in that jurisdiction. These risks also apply to issuers and entities in which the Company invests that hold similar assets, as well as any origination company or servicer in which the Company owns an interest.

~~Investments~~Reporting Company Filing Requirements. As a BDC, the Company is subject to the reporting requirements of the 1934 Act and requirements of the Sarbanes-Oxley Act. These requirements may place a strain on systems and resources. The 1934 Act requires that the Company file annual, quarterly and current reports with respect to business and financial condition. The Sarbanes-Oxley Act requires that the Company maintain effective disclosure controls and procedures and internal controls over financial reporting, which are discussed below. In order to maintain and improve the effectiveness of disclosure controls and procedures and internal controls, significant resources and management oversight are required. The Company has implemented procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to reporting companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on business, financial condition, results of operations and cash flows. The Company incurs significant additional annual expenses related to these steps and, among other things, directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the

~~Company will make follow-on investments or that~~46

not to make follow-on investments or theTable of Contents

~~Concentration~~Administrative ofCoordinator ~~Portfolio~~to ~~Investments~~compensate them for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses.

~~investment types~~The systems and resources necessary to comply with public company reporting requirements will increase further once the Company ceases to be an “emerging growth company” under the JOBS Act. ~~Such~~ As long as the Company remains an emerging growth company, it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Company will remain an emerging growth company for up to five years following any future IPO (however, the Company does not anticipate engaging in an IPO of its Units), although if the market value of the Units that are held by non-~~diversification~~ affiliates exceeds $700 million as of any June 30 before that time, the Company would ~~make~~ cease to be an emerging growth company as of the following December 31.

~~Third~~Additionally, because the Units are registered under the 1934 Act, ownership information for any person who beneficially owns 5% or more of the Units will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, Unitholders who choose to reinvest their dividends may see their percentage stake in the Company increased to more than 5%, thus triggering this filing requirement. Each Unitholder is responsible for determining their filing obligations and preparing the filings. In addition, Unitholders who hold more than 10% of a class of Units may be subject to Section 16(b) of the 1934 Act, which recaptures for the benefit of the Company profits from the purchase and sale of registered Units within a six-~~Party~~month ~~Involvement~~period.

38Documentation of Internal Controls. The Company is obligated to maintain proper and effective internal control over financial reporting, including the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”). The Company is not required to comply with all of the requirements under Section 404 until the date it is no longer an emerging growth company under the JOBS Act. Accordingly, the Company’s internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 that they will eventually be required to meet. Specifically, the Company is required to conduct annual management assessments of the effectiveness of its internal controls over financial reporting. However, the Company’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until the date it is no longer an emerging growth company under the JOBS Act.

~~Table~~The Company’s internal control over financial reporting may not prevent or detect misstatements because of ~~Contents~~its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed and it could fail to meet its financial reporting obligations.

~~Leveraged~~Other ~~Companies~~Risks Related to Portfolio Investments

~~Portfolio~~High ~~Turnover~~Yield Debt and Unrated Securities. High yield securities are typically junior to the obligations of companies to senior creditors, trade creditors and employees. High yield securities and unrated securities (which are not rated by a rating agency) may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment-grade securities. A projection of an economic downturn or of a period of rising interest rates, such as the recent economic period, for example, could cause a decline in the prices of high yield securities and unrated securities, because the advent of a recession could lessen the ability of an issuer to make principal and interest payments on its debt obligations. In addition, such securities have historically experienced greater default rates than investment grade securities. The ability of holders of high yield debt to influence a company’s affairs will be substantially less than that of senior creditors, especially during periods of financial distress or following insolvency.

NoAs ~~Assurance~~with other Portfolio Investments, there may not be a liquid market for certain high yield debt which is held by the Company, which could result in the Company being unable to sell such securities for an extended period of ~~Cash~~time, ~~Distributions~~if at all. In addition, as with other types of Portfolio Investments, the market for high yield debt has historically been subject to disruptions that have caused substantial volatility in the prices of such securities. Consolidation in the financial services industry has resulted in there being fewer market makers for high yield debt, which may result in further risk of illiquidity and volatility with respect to high yield debt held by the Company, and this trend may continue in the future. Furthermore, high yield debt which is held by the Company may not be registered under the Securities Act, and, unless so registered, the Company is not able to sell such high yield debt except pursuant to an exemption from registration under the Securities Act. Unrated securities may be less liquid than comparable rated securities and may also involve the risk that the Adviser may not accurately evaluate the security’s comparative credit rating.

~~year~~Analysis of creditworthiness of issuers of high yield and unrated securities may be more complex than for issuers of higher-~~to-year~~quality fixed income securities. Since it is expected that most of the Company’s assets will not be rated by any rating agency or will be rated below

In certain cases, the Company may recognize income before or without receiving the accompanying cash. Depending on the amount of noncash income, this could result in difficulty satisfying the annual distribution requirement applicable to RICs. Accordingly, the Company may have to sell some Portfolio Investments at times it would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements. 47

U.S.Table of Contents

~~Dollar~~investment ~~Denomination~~grade, ofthe ~~Units~~Company is more dependent on the Adviser’s creditworthiness analysis than if the Company invested exclusively in higher-quality and rated securities. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. See “— General Credit Risk” above.

~~non~~Equity-URelated Securities.S As with other Portfolio Investments, the value of equity or equity-related securities held by the Company may be adversely affected by actual or perceived negative events relating to the issuer of such securities, the industry or geographic areas in which such issuer operates or the financial markets generally. However, equity securities may be even more susceptible to such events given their subordinate position in the issuer’s capital structure. As such, equity securities generally have greater price volatility than fixed income securities, and the market price of equity securities owned by the Company is more susceptible to moving up or down in a rapid or unpredictable manner. In addition, equity securities often lose a significant amount of their value and may become worthless as a result of a bankruptcy proceeding or reorganization.

~~Forward~~Convertible Securities Risk. Convertible securities generally offer lower interest or dividend yields than non-~~Looking~~convertible ~~Statements~~debt securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, a convertible security’s market value tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security’s “conversion price.” The conversion price is defined as the predetermined price at which the convertible security could be exchanged for the associated stock. As the market price of the underlying common stock declines, the price of the convertible security tends to be influenced more by the yield of the convertible security. Thus, it may not decline in price to the same extent as the underlying common stock. Generally, in the event of a liquidation of the issuing company, holders of convertible securities would be paid before the company’s common stockholders but after holders of any senior debt obligations of the company. Consequently, the issuer’s convertible securities generally entail less risk than its common stock but more risk than its debt obligations. There is also a risk that, under certain circumstances, a bankruptcy court may order that convertible securities are treated as equity.

~~Form 10~~The Company may invest in synthetic convertible securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-Kproducing security (“income-producing component”) and the right to acquire an equity security (“convertible component”). ~~Those~~ The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by purchasing warrants or options to buy common stock at a certain exercise price, or options on a stock index. The values of synthetic convertible securities will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible is composed of two or more separate securities or instruments, each with its own market value. Synthetic convertible securities are also subject to the risks associated with derivatives. In addition, if the value of the underlying common stock or the level of the index involved in the convertible element falls below the strike price of the warrant or option, the warrant or option may lose all value.

~~Form 10-K~~Preferred Securities Risk. In addition to credit risk, investment in preferred stocks involves certain other risks. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or defer distributions. If the Company owns preferred stock that is deferring its distribution, the Company may be required to report income for U.S. federal income tax purposes despite the fact that it is not receiving current income on this position. Preferred stock often is subject to legal provisions that allow for redemption in the event of certain tax or legal changes or at the issuer’s call. In the event of redemption, the Company may not be able to reinvest the proceeds at comparable rates of return. Preferred stock is subordinated to bonds and other debt securities in an issuer’s capital structure in terms of priority for corporate income and liquidation payments and, therefore, will be subject to greater credit risk than those debt securities. Preferred stock may trade less frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities, such as common stocks, corporate debt securities and U.S. government securities.

~~Projections~~Forwards and Derivatives Transactions. The Company may engage in a variety of derivatives transactions. A derivative is a financial contract the value of which depends upon, or is derived from, the value of underlying assets, reference rates or indices. Derivatives may relate to securities, interest rates, currencies or currency exchange rates, inflation rates, commodities and related indices, and include foreign currency contracts, swap contracts, options, forward and futures contracts (including options thereon), repurchase or reverse repurchase agreements or other over-the-counter contracts. The Company may use derivatives for many purposes, including as a substitute for direct investment, as a way to adjust its exposure to various securities, markets and currencies without actually having to sell existing investments and/or make new investments, and as a means to hedge other investments and to manage liquidity and excess cash. The Company’s use of derivatives may result in losses, reduce the Company’s return, and/or increase the volatility of the Company (particularly since many derivatives are inherently leveraged), especially in unusual or extreme market conditions.

39All derivatives transactions involve risks different from, and potentially greater than, the risks associated with investing directly in securities and other more traditional assets, including:

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ValuationTable of Illiquid AssetsContents

~~2a-5~~Market Risk. This is the general risk that the value of a particular investment or transaction will change in a way detrimental to the Company’s interests.

~~2a-5~~Management Risk. Derivatives contracts are specialized contracts that require investment techniques and risk analyses with additional levels of complexity associated with the underlying investments. In addition to risks associated with the underlying instruments, counterparty and unsecured risk (among others) need to be computed and tracked in relation to the Company’s overall risk profile.

~~Assets~~Documentation ~~Believed~~Risk. Many derivatives transactions also have documentation risk. Because contracts for over-the-counter derivatives transactions are individually negotiated with specific counterparties, there exists the risk that the parties may interpret contractual terms (e.g., the definition of default) differently than the Company. If that occurs, the cost and unpredictability of the legal proceedings required for the Company to Beenforce ~~Undervalued~~its contractual rights may lead the Company to decide not to pursue its claims against the counterparty. The Company, therefore, assumes the risk that it may be unable to obtain payments the Adviser believes are owed to it under derivatives transactions, or ~~Incorrectly~~those ~~Valued~~payments may be delayed or made only after the Company has incurred the costs of litigation. Also, payment amounts calculated in connection with standard industry conventions for resolving contractual issues (e.g., ISDA Protocols and auction processes) may be different than would be realized if a counterparty were required to comply with the literal terms of the derivatives transaction (e.g., physical delivery). There is little case law interpreting the terms of most derivatives or characterizing their tax treatment.

~~Model~~Regulatory ~~Risks~~Risk. The derivatives market is subject to various risks related to existing as well as new and evolving regulation both within and outside the U.S. Additional regulation of the derivatives markets may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness of a Company’s derivatives transactions and cause the Company to lose value. They may also render certain strategies in which the Company might otherwise engage impossible or so costly that they will no longer be economical to implement. See “— Changes to Derivatives Regulation” above.

~~Regulatory~~Other ~~Investigations~~Risks. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates or ~~Third-Party~~indices ~~Litigation~~they are designed to track. Suitable derivatives may not be available in all circumstances. Under the terms of certain contracts governing derivatives transactions, the occurrence of certain events with respect to the Company (such as a decline in the Company’s NAV) may cause the Company’s derivatives transactions to be terminated early, including at an inopportune time or at an unfavorable price.

Warrants and Rights. The Company’s ~~investment~~may ~~activities~~purchase ~~may~~or ~~subject~~otherwise itreceive warrants or rights. Warrants and rights generally give the holder the right to receive, upon exercise, a security of the ~~risks~~issuer at a stated price. Risks associated with the use of warrants and ~~costs~~rights are generally similar to risks associated with the use of ~~becoming~~options. Unlike ~~involved~~most options, however, warrants and rights are issued in ~~litigation~~specific ~~with~~amounts, ~~third~~and ~~parties~~warrants ~~due~~generally have longer terms than options. Warrants and rights are not likely to, ~~among~~be ~~other~~as ~~reasons~~liquid as exchange-traded options backed by a recognized clearing agency. In addition, the ~~fact~~terms ~~that~~of ~~different~~warrants ~~investor~~or ~~groups~~rights may ~~have~~limit ~~qualitatively~~the ~~different,~~Company’s ~~and~~ability ~~frequently~~to ~~conflicting~~exercise the warrants or rights at such time, ~~interests~~or ~~with~~in ~~respect~~such toquantities, ~~certain~~as ~~Portfolio~~the ~~Investments.~~Company would otherwise wish.

~~Litigation~~Risks ~~and~~Relating ~~Related~~to ~~Risks~~Reference ~~Associated~~Rates. ~~with~~The ~~Origination~~London Interbank Offered Rate (“LIBOR”) is an index rate that historically was widely used in lending transactions and ~~Servicing~~was a common reference rate for setting the floating interest rate on private loans. LIBOR was typically the reference rate used in floating-rate loans extended to the Company’s Portfolio Investments.

~~Risks~~The ~~Associated~~ICE ~~with~~Benchmark ~~Bankruptcy~~Administration (“IBA”) (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and ~~Insolvency~~twelve ~~Cases~~months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority (“FCA”), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.

40In the United States, SOFR is the preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the immediately preceding U.S. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.

~~Table~~As of ~~Contents~~the filing date of this annual report on Form 10-K, many of the Company’s loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on SOFR (“CME Term SOFR”) or CME Term SOFR plus a fixed spread adjustment. CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements

~~Broad Indemnification~~49

TheTable Company is required to indemnify the Adviser and its respective affiliates, each of the former, current and future shareholders, partners, members, other equity holders, officers, directors, employees, managers, trustees, agents and other representatives of the Adviser and its respective affiliates, and other persons set forth in the LLC Agreement as an “Indemnitee” for Claims (as defined in the LLC Agreement) that may accrue to or be incurred by an Indemnitee, in connection with any claim, demand, investigation, suit, proceeding or action in which an Indemnitee may become involved, as a party or otherwise, or with which an Indemnitee may be threatened, relating to or arising out of the investments or other activities of the Company, activities undertaken in connection with the Company, or otherwise relating to or arising out of the LLC Agreement or the Subscription Agreement, and otherwise as provided in the LLC Agreement or the Subscription Agreement. Such Claims may be material and have an adverse effect on the returns to the Unitholders. The Company may also provide broad indemnities, representations, warranties and covenants in connection with the acquisition, management and disposition of Portfolio Investments or otherwise in connection with the Company’s investment program. Contents

or other financial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to be widely used, the trading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are more widely used. Further, the composition and characteristics of SOFR and CME Term SOFR are not the same as those of LIBOR. Even with the application of a fixed spread adjustment, LIBOR and CME Term SOFR will not have the same composition and characteristics, and there can be no assurance that the replacement rate, as so adjusted, will be a direct substitute for LIBOR.

~~Adverse~~There ~~Consequences~~can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of ~~Default~~investors in loans referencing SOFR. If the manner in which SOFR or CME Term SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on such loans and the trading prices of the SOFR Loans. In addition, there can be no guarantee that loans referencing SOFR or CME Term SOFR will continue to reference those rates until maturity or that, in the future, the Company’s loans will reference benchmark rates other than CME Term SOFR. Should any of these events occur, the Company’s loans, and the yield generated thereby, could be affected. Specifically, the anticipated yield on the Company’s loans may not be fully realized and the Company’s loans may be subject to increased pricing volatility and market risk.

~~the non~~Risks Related to Economic Recessions. The recent macroeconomic environment is characterized by record-~~defaulting Unitholders~~high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. The risks associated with the Company’s and the Portfolio Investments’ businesses are more severe during periods of economic slowdown or recession.

~~who do not pre~~Many of the Company’s Portfolio Investments may be susceptible to economic slowdowns or recessions and may be unable to repay its loans during these periods. The global outbreak of COVID-~~fund their Commitments~~19 has disrupted economic markets, and the prolonged economic impact is uncertain. Many manufacturers of goods have seen a downturn in production due to the suspension of business and temporary closure of factories globally in an attempt to curb the continued spread of the virus. As a result of these disruptions, the Company’s non-performing assets may increase and the value of its portfolio may decrease during these periods as the Company is required to record the values of its investments. Adverse economic conditions also may decrease the value of collateral securing some of the Company’s loans and the value of its equity investments at fair value. Economic slowdowns or recessions could lead to financial losses in the Company’s portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase the Company’s funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Company. These events could prevent the Company from increasing investments and result in its receipt of a reduced level of interest income from the Company’s Portfolio Investments and/or losses or charge offs related to its investments, and, in turn, may adversely affect distributable income and have a material adverse effect on the Company’s results of operations.

~~Distributions~~A inPortfolio ~~Kind~~Investment’s failure to satisfy financial or operating covenants imposed by the Company or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the Portfolio Investment’s ability to meet its obligations under the debt that the Company holds. The Company may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting Portfolio Investment. In addition, if one of the Company’s Portfolio Investments were to go bankrupt, depending on the facts and circumstances, including the extent to which the Company actually provided significant managerial assistance to that Portfolio Investment, a bankruptcy court might re-characterize its debt holdings and subordinate all or a portion of the Company’s claim to that of other creditors.

~~Risks~~These ~~Related~~Portfolio Investments may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing that they are unable to secure and that the ~~Russian~~Company ~~Invasion~~is ofunable ~~Ukraine~~or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire.

~~pre~~The Company’s business is directly influenced by the economic cycle and could be negatively impacted by a downturn in economic activity in the U.S. as well as globally. Fiscal and monetary actions taken by U.S. and non-~~positioned~~U.S. government and regulatory authorities could have a material adverse impact on the Company’s business. To the extent uncertainty regarding the U.S. or global economy, including as a result of the COVID-19 pandemic, certain regional bank failures, the Russian invasion of Ukraine and the ongoing war in the Middle East, negatively impacts consumer confidence and consumer credit factors, the Company’s business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, along with the general policies of the current Presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, periods of rising interest rates, such as the recent economic period, and/or a return to unfavorable economic conditions could adversely affect its business.

41Risks Related to the U.S.’ Debt Ceiling. The significant debt in the U.S. is expected to hinder growth in the U.S. for the foreseeable future. In the future, the U.S. government may not be able to meet its debt payments unless the federal debt ceiling is raised. If legislation increasing

~~Table of Contents~~50

RisksTable Relatedof to Electronic Communications/Cybersecurity RiskContents

~~form~~the debt ceiling is not enacted, ~~such~~ as e needed, and the debt ceiling is reached, the U.S. federal government may stop or delay making payments on its obligations. Any default by the U.S. government on its obligations or any prolonged U.S. government shutdown could negatively impact the U.S. economy and our Portfolio Investments. In addition, concerns over the United States’ debt ceiling and budget-~~mail~~ deficit have driven downgrades by rating agencies to the U.S. government’s credit rating. Downgrades by rating agencies to the U.S. government’s credit rating or ~~via~~ concerns about its credit and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased U.S. government credit rating, any default by the U.S. government on its obligations, or any prolonged U.S. government shutdown, could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S.

~~While~~Risks ~~the~~Related ~~Adviser~~to ~~employs~~Portfolio ~~various~~Investment ~~measures~~Monitoring toand ~~address~~Involvement. The ~~cybersecurity-related~~Company’s ~~issues,~~Portfolio ~~the~~Investments ~~Adviser,~~will ~~the~~require ~~Administrative~~active ~~Coordinator,~~monitoring ~~the Company~~ and ~~their respective Service Providers~~ may, ~~nevertheless~~at betimes, ~~subject~~involve toparticipation ~~operational~~in ~~and~~business ~~information~~strategy ~~security~~or ~~risks~~reorganization ~~resulting from cybersecurity incidents~~proceedings. See A“— ~~cybersecurity~~Control ~~incident~~Positions” ~~refers~~below. The toCompany’s ~~both~~investment ~~intentional~~program ~~and unintentional events that~~ may ~~cause~~from ~~the~~time ~~Adviser,~~to ~~the~~time ~~Company~~enable orit ~~their~~to ~~respective~~place ~~Service~~representatives ~~Providers~~on tothe ~~lose~~creditors’ or ~~compromise~~steering ~~confidential~~committees ~~information, suffer data corruption~~ and/or ~~lose~~the ~~operational~~boards ~~capacity.~~of ~~Cybersecurity~~directors ~~incidents~~of ~~include~~certain ~~stealing~~companies orin ~~corrupting~~which ~~data~~it ~~maintained~~has ~~online~~invested. While orsuch ~~digitally,~~involvement ~~denial~~may ofenable ~~service~~the ~~attacks~~Adviser onto ~~websites,~~enhance the ~~unauthorized~~value ~~release~~ of ~~confidential~~the ~~information~~Company’s orPortfolio ~~various~~Investments, ~~other~~it ~~operational~~may ~~disruptions.~~also Ifprevent ~~unauthorized~~the ~~parties~~Company ~~gain~~from ~~access~~freely todisposing of such ~~information~~Portfolio ~~and technology systems~~Investments, ~~they~~while ~~may~~also beexposing ~~able~~it to ~~steal,~~legal ~~publish,~~claims ~~delete or modify private~~ and ~~sensitive~~adverse ~~information,~~publicity (including ~~nonpublic~~claims ~~personal~~of ~~information~~breach ~~related~~of toduty ~~Unitholders~~of ~~(and~~loyalty, ~~their~~securities ~~beneficial~~claims ~~owners)~~ and ~~material~~other ~~nonpublic~~management-related ~~information~~claims). In ~~The~~addition, ~~systems~~if the ~~Company~~Adviser’s ~~has~~representatives ~~implemented~~are toserving ~~manage~~as ~~risks~~directors ~~relating to these types~~ of ~~events~~companies ~~could~~which ~~prove~~are toin bethe ~~inadequate~~“zone ~~and,~~of ~~if compromised~~insolvency,” ~~could~~such ~~become~~persons ~~inoperable~~may ~~for~~have ~~extended~~a ~~periods~~fiduciary ofobligation ~~time, cease~~ to ~~function~~the ~~properly~~creditors orof ~~fail~~such toentity ~~adequately~~as ~~secure~~well ~~private information. Breaches such~~ as ~~those~~the ~~involving~~shareholders ~~covertly~~of ~~introduced~~such ~~malware,~~entity. The ~~impersonation~~interests of ~~authorized~~such ~~users~~parties ~~and industrial or other espionage~~ may ~~not~~ be ~~identified~~adverse ~~even~~to ~~with~~the ~~sophisticated~~interests ~~prevention~~of ~~and~~the ~~detection~~Company. These ~~systems,~~fiduciary ~~potentially~~obligations ~~resulting~~may inconflict ~~further~~with ~~harm~~the ~~and~~Adviser’s ~~preventing~~obligation ~~them~~to ~~from~~the ~~being~~Company, ~~addressed~~and ~~appropriately.~~the ~~The~~Adviser ~~failure~~may ofcause ~~these~~its ~~systems~~representatives orto ofresign ~~disaster~~from ~~recovery~~such ~~plans~~positions ~~for~~in ~~any~~order ~~reason~~to ~~could~~reduce ~~cause~~such ~~significant~~conflicts. ~~interruptions~~Any ininvolvement ~~the~~by ~~Company’s and~~ the Adviser’s ~~operations~~representatives ~~and~~(including ~~result~~through inserving on a ~~failure~~board toof ~~maintain the security~~directors, ~~confidentiality~~or permanent or ~~privacy~~ad ofhoc ~~sensitive~~creditors’ ~~data,~~or ~~including~~steering ~~personal~~committees) ~~information~~may ~~relating~~also toentail ~~Unitholders~~a substantial time commitment, ~~material~~which ~~nonpublic~~may ~~information~~limit ~~and~~such ~~other~~representatives’ ~~sensitive~~ability ~~information~~to participate in ~~the~~other ~~Adviser’s~~Company ~~possession.~~matters and investments.

ARisks ~~disaster~~Associated orwith aBankruptcy ~~disruption~~and inInsolvency ~~the~~Cases. If ~~infrastructure~~any ~~that~~issuers ~~supports~~of securities held by the ~~Adviser’s~~Company ~~business,~~or ~~including~~any acounterparties ~~disruption~~to ~~involving~~the ~~Electronic~~derivatives ~~Communications~~transactions orand other ~~services~~transactions ~~used~~entered into by the ~~Adviser~~Company, or ~~third~~any ~~parties~~custodians of the Company’s assets or any obligors in connection with ~~whom~~Portfolio ~~the~~Investments ~~Adviser~~are ~~conducts~~involved ~~business~~in bankruptcy proceedings, orthe ~~directly~~Company ~~affecting~~will ~~the~~be ~~Adviser’s~~subject ~~headquarters~~to certain risks inherent in bankruptcy proceedings, ~~could~~including ~~have~~the aduration, ~~material~~administrative ~~adverse~~costs and impact of a bankruptcy case on the ~~Adviser~~value of assets administered in bankruptcy or on a company’s ~~ability~~value to(including ~~continue~~that toa ~~operate~~bankruptcy ~~its~~case ~~business~~may ~~without~~damage ~~interruption.~~or ~~The~~diminish ~~Adviser~~a company’s ~~disaster~~relationship ~~recovery~~with ~~programs~~its ~~may~~employees, ~~not~~customers beand/or ~~sufficient~~suppliers). Many toof ~~mitigate~~the events within a bankruptcy or insolvency case are adversarial and often beyond the ~~harm~~control ~~that~~of ~~may~~the ~~result~~creditors. While ~~from~~creditors ~~such~~generally aare ~~disaster~~afforded an opportunity to object to significant actions, or ~~disruption.~~to Indemand ~~addition~~that certain actions take place, ~~insurance~~there ~~and~~can ~~other~~be ~~safeguards~~no ~~might~~assurance ~~only~~that ~~partially~~a ~~reimburse~~court ~~the~~would ~~Adviser~~not ~~for~~approve ~~its~~actions ~~losses,~~or ifinaction atwhich ~~all.~~may be contrary to the interests of the Company.

~~In addition~~Generally, ~~cybersecurity~~the ~~has~~duration ~~become~~of a ~~top~~bankruptcy ~~priority~~or ~~for~~insolvency ~~global~~case ~~lawmakers~~can ~~and~~only ~~regulators~~be ~~around~~roughly ~~the~~estimated. The ~~world,~~reorganization ~~and~~of ~~some~~a ~~jurisdictions~~company ~~have~~usually ~~proposed~~involves orthe ~~enacted~~design ~~laws~~of ~~requiring~~a ~~companies~~business toplan, ~~notify~~the ~~regulators~~development and ~~individuals~~negotiation of ~~data~~a ~~security~~plan ~~breaches~~of ~~involving~~reorganization, ~~certain~~plan ~~types~~approval ofby ~~personal~~creditors ~~data~~and confirmation by the court. This Inprocess ~~particular~~can involve substantial legal, ~~state~~professional and ~~federal~~administrative ~~laws~~costs ~~and~~to ~~regulations~~the ~~related~~company and to ~~cybersecurity~~the ~~compliance~~Company; ~~continue~~is subject to ~~evolve~~unpredictable and ~~change~~lengthy delays; and during the process the company’s competitive position may erode, ~~which~~key management may ~~require~~depart ~~substantial~~and ~~investments~~the incompany ~~new~~may ~~technology~~not be able to invest adequately. In some cases, ~~software~~the company may not be able to reorganize and ~~personnel,~~may ~~which~~be ~~could~~required ~~affect~~to liquidate assets. In addition, the ~~Company’s~~debt ~~profitability.~~of ~~These~~companies ~~changes~~in ~~may~~financial ~~also~~reorganization ~~result~~may, in ~~enhanced~~some cases, not pay current interest and ~~unforeseen~~other ~~consequences~~charges, ~~for~~may ~~cyber-related~~not ~~breaches~~even accrue interest and ~~incidents~~other charges during reorganization, ~~which~~may be relieved of paying pre-payment premiums and may ~~further~~be adversely ~~affect~~affected by an erosion of the ~~Company~~issuer’s ~~profitability~~fundamental value. IfFurther, ~~the~~a ~~Adviser~~debtor ~~fails~~seeking to ~~comply~~reorganize ~~with~~under ~~the~~U.S. ~~relevant~~federal ~~and~~bankruptcy ~~increasing~~law ~~laws~~will ~~and~~frequently ~~regulations,~~obtain a “first day” order from the ~~Adviser~~bankruptcy ~~could~~court ~~suffer~~limiting ~~financial~~trading ~~losses~~in claims against, aand ~~disruption~~shares of, ~~its~~the ~~businesses,~~debtor ~~liability~~in order to ~~investors,~~maximize ~~regulatory~~the ~~intervention~~debtor’s orability ~~reputational~~to ~~damage.~~utilize net operating losses following a successful reorganization.

During the ~~global COVID-19 pandemic~~ pendency of a bankruptcy case, an automatic stay will prevent all creditors from taking action against the debtor to foreclose on collateral or otherwise to collect on amounts owed to such creditors. Unless a creditor’s claim in such case is secured by assets having a value in excess of such claim, or the bankruptcy estate is determined to be solvent, no interest will be permitted to accrue and, therefore, a creditor’s return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors and confirmed by the bankruptcy court.

The ~~Company’s~~priority ~~business and the business~~ of ~~its~~perfected ~~Portfolio~~liens ~~Investments~~held ~~rely~~by ~~upon~~secured ~~secure~~creditors ~~information~~as ~~technology~~of ~~systems~~the ~~for~~commencement ~~data~~of ~~processing,~~the ~~storage~~bankruptcy ~~and~~case ~~reporting.~~is ~~Despite~~typically ~~careful~~recognized ~~security~~in ~~and~~a ~~controls~~bankruptcy ~~design~~case, ~~implementation~~unless ~~and~~avoided. Occasionally, ~~updating~~however, ~~the~~a ~~Company’s~~court ~~and~~will ~~its~~allow ~~Portfolio~~a ~~Investments’ information technology systems could become subject to cyber~~debtor-~~attacks. Cyber~~in-~~attacks~~possession ~~include,~~financing ~~but are not limited~~ to, ~~gaining~~receive ~~unauthorized~~liens ~~access~~that toprime ~~digital systems (e.g.~~pre-existing, ~~through~~valid ~~“hacking”, malicious~~ liens.

42The administrative costs in connection with a bankruptcy case are frequently high and will generally be paid out of the debtor’s estate prior to any return to creditors (other than out of assets or proceeds thereof which are subject to valid and enforceable liens and other security

~~Table of Contents~~51

causing denial-Table of service Contents

~~The~~interests) ~~Adviser’s~~ and ~~other~~equity Service Providers’ increased use of mobile and cloud technologies could heighten the risk of a cyber-attack as well as other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their controlholders. The Adviser’s and other Service Providers’ reliance on mobile or cloud technology or any failure by mobile technology and cloud Service Providers to adequately safeguard their systems and prevent cyber-attacks could disrupt their operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, ~~there~~certain isunsecured aclaims ~~risk~~ that ~~encryption~~have ~~and~~priority ~~other~~by ~~protective~~law ~~measures~~over ~~against cyber-attacks may be circumvented, particularly to~~ the ~~extent~~claims ~~that~~of ~~new~~certain ~~computing~~creditors ~~technologies~~(for ~~increase~~example, ~~the~~claims ~~speed~~arising ~~and computing power available. Even the most well~~post-~~protected~~petition ~~information, networks, systems~~ and ~~facilities~~certain ~~remain~~claims ~~potentially~~for ~~vulnerable~~taxes) ~~because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact,~~ may ~~not~~ be ~~detected.~~quite Accordingly, the Company and its Service Providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for the Company and its Service Providers to entirely mitigate this riskhigh. Cybersecurity risks require continuous and increasing attention and other resources from the Company to, among other actions, identify and quantify these risks, upgrade and expand its technologies, systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that the Company’s efforts will be effective.

~~Cybersecurity~~U.S. ~~incidents~~bankruptcy ~~may~~law ~~adversely~~permits ~~impact~~the classification of “substantially similar” claims in determining the ~~Company~~classification ~~and~~of ~~its~~claims ~~Unitholders~~in a reorganization for the purpose of voting on a plan of reorganization. Because ~~There~~the standard for classification is novague, ~~guarantee~~there exists a significant risk that the Company,’s ~~the~~influence ~~Adviser,~~with ~~and/or~~respect ~~their~~to ~~respective~~a ~~Service~~class ~~Providers~~of ~~will~~securities can be ~~successful~~lost by the inflation of the number and the amount of claims in, ~~protecting~~or ~~against~~other ~~cybersecurity~~gerrymandering ~~incidents.~~of, the class.

~~Technological~~Although ~~Innovation~~a ~~Risks~~creditor is not typically compelled to release direct claims it may have against non-debtor third parties, in certain circumstances a court may compel such release in the context of a plan of reorganization.

~~Corporate~~Claims ~~Social~~in ~~Responsibility~~bankruptcy ~~Risks~~cases are often paid at less than par and, depending on the debtor’s assets and liabilities, there may be no recovery at all for some classes of creditors. The claims of even over-secured secured creditors are often paid out over time, and may receive debt securities that will trade below par. Initially, only the debtor may file a proposed plan of reorganization. While the U.S. Bankruptcy Code permits other parties-in-interest to file proposed plans of reorganization after the debtors’ “exclusive period” to do so ends, bankruptcy courts often extend the debtor’s exclusive period, which effectively permits only the debtor to file a proposed reorganization plan. While creditors can vote on the plan of reorganization, the unanimous consent of all creditor classes is not necessarily required for the bankruptcy court to confirm the plan. Therefore, a plan can, subject to the provisions of the U.S. Bankruptcy Code, be “crammed down” on dissenting classes of creditors. Moreover, minority members of a class may be deemed to be members of an accepting class if the requisite majority vote is acquired.

~~The~~Even ~~Company~~if ~~risks~~a ~~damage~~class of claims is entitled to ~~its~~a ~~brand~~recovery ~~and~~in ~~reputation~~a ifreorganization itor ~~fails~~liquidation toproceeding, ~~act~~such ~~responsibly~~recovery could be in athe ~~number~~form of ~~areas,~~instruments ~~including,~~or ~~but~~interests ~~not~~different ~~limited~~from ~~to,~~the ~~diversity,~~form ~~equity~~of ~~and~~instrument ~~inclusion,~~or ~~human~~interest ~~rights~~which formed the basis for the claim, ~~climate~~including ~~change~~debt securities, ~~environmental~~equity ~~stewardship~~securities, ~~corporate~~convertible ~~governance~~securities, ~~and~~warrants, ~~considering~~options, ~~ESG~~cash, ~~factors~~interests in ~~the~~litigation ~~Company’s~~claims ~~investment~~or ~~processes.~~trusts ~~Adverse~~formed ~~incidents~~to ~~with~~pursue ~~respect~~such tolitigation ~~ESG~~claims, ~~activities~~interests ~~could~~in ~~impact~~liquidation ~~the~~trusts, ~~value~~or ofother ~~the~~property ~~Company’s~~or ~~brand~~interests, ~~its~~any ~~relationship~~of ~~with~~which ~~existing~~could be illiquid and/or ~~future~~difficult ~~Portfolio~~to ~~Investments~~value. Furthermore, the ~~cost~~terms of ~~the~~instruments ~~Company’s~~or ~~operations~~interests ~~and~~distributed ~~relationships~~in ~~with~~a ~~investors,~~bankruptcy ~~all~~or ofinsolvency ~~which~~proceeding ~~could~~may ~~adversely~~differ ~~affect~~from ~~its~~prevailing ~~business~~market terms for similar instruments or interests, and ~~results~~may have a market value of ~~operations.~~less than par.

43The Company may be presented with the opportunity to make new investments in connection with the reorganization or liquidation of an issuer of Portfolio Investments, including, without limitation, through a rights offering, litigation financing, bridge financing or other exit financing. The Company may make such investments as part of an in-court or out-of-court restructuring of an issuer of Portfolio Investments, and any such investment will be subject to the same risks as other Portfolio Investments of the Company.

~~Table~~Contractual subordination provisions are enforceable when a borrower is in bankruptcy, as are most inter-creditor agreement terms. Furthermore, there are instances where creditors and equity holders may lose their ranking and priority when they take over management and functional operating control of ~~Contents~~a debtor. In those cases where the Company, by virtue of such action, is found to exercise “domination and control” of a debtor, the Company may lose its priority if the debtor or other creditors can demonstrate that the debtor’s business was adversely impacted or other creditors and/or equity holders were harmed by improper or unfair actions of the Company, whether or not the Company is found to be a controlling party of the debtor. In addition, loans extended to a financially distressed borrower by an entity that owns an equity interest in the borrower may be reclassified as having been an equity capital contribution, rather than a debt obligation.

~~However~~Notwithstanding the corporate structure of various debtor entities, ~~regional~~such as special purpose entities created to hold assets and ~~investor~~to ~~specific~~structure ~~sentiment~~for ~~may~~bankruptcy ~~differ~~remoteness, such entities may, in ~~what~~certain ~~constitutes~~cases, abe ~~material~~consolidated ~~positive~~in orbankruptcy ~~negative~~proceedings, ~~ESG~~which ~~corporate~~can ~~practice.~~affect ~~There~~the isoutcome noof ~~guarantee~~such ~~that~~proceedings and the ~~Company’s~~amounts ~~corporate~~ultimately ~~social~~received ~~responsibility~~by ~~practices~~creditors. In ~~will~~addition, ~~uniformly~~if ~~fit~~a ~~every~~claim ~~investor’s~~can ~~definition~~be ofasserted ~~best~~against ~~practices~~only ~~for~~a ~~all~~parent ~~environmental~~holding entity, ~~social~~such ~~and~~claim ~~governance~~may ~~considerations~~be ~~across~~structurally ~~geographies~~subordinated ~~and~~to ~~investor~~claims ~~types.~~against a subsidiary entity that owns assets.

~~There~~The isU.S. ~~also~~Bankruptcy aCode ~~growing~~and ~~regulatory~~other ~~interest~~laws ~~across~~and ~~jurisdictions~~regulations inaffecting ~~improving~~debtors’ ~~transparency regarding the definition, measurement~~ and ~~disclosure~~creditors’ ofrights ~~ESG~~are ~~factors~~subject ~~in order~~ to ~~allow~~change, ~~investors~~including toby ~~validate~~way ~~and~~of ~~better~~legislative ~~understand~~action ~~sustainability claims. For example, the SEC has proposed,~~ or ~~has~~judicial ~~announced~~interpretation. In ~~that it is working on proposals for~~addition, ~~rules~~governmental ~~that,~~actors ~~among~~have ~~other~~recently ~~matters,~~shown ~~would establish~~ a ~~framework~~willingness ~~for~~to ~~reporting~~intervene ofin ~~climate~~bankruptcy-related ~~risks,~~matters ~~corporate~~(for ~~and fund carbon emissions~~example, ~~broad~~the ~~diversity and capital management~~U.S. Atgovernment’s ~~this~~bailouts ~~time, there is uncertainty regarding the scope~~ of ~~such~~General ~~proposals~~Motors orand ~~when they would become effective (if at all~~Chrysler)~~. In addition~~, inwhich ~~2021~~may ~~the~~increase ~~SEC~~uncertainty ~~established~~regarding anthe enforcement ~~task~~of ~~force~~creditors’ torights ~~look into ESG practices~~ and ~~disclosures~~the bybankruptcy ~~public~~process ~~companies~~generally. Any ~~and~~such ~~investment managers and has started to bring enforcement~~ actions ~~based~~could onalter ~~ESG disclosures not matching actual investment processes. The Company and its Portfolio Investments are subject to~~ the ~~risk~~expected ~~that~~outcome ~~similar~~or ~~measures~~introduce ~~might~~greater beuncertainty ~~introduced~~regarding ~~in other jurisdictions in~~ the ~~future.~~expected ~~Additionally,~~outcome ~~compliance~~of ~~with~~an ~~any~~investment ~~new~~situation ~~laws~~of ~~or regulations increases~~ the Company’s, ~~regulatory~~which ~~burden~~may ~~and~~adversely ~~could make compliance more difficult and expensive,~~ affect ~~the~~such ~~manner~~investment ~~in which the Company~~ or ~~its Portfolio Investments conduct its businesses and adversely affect~~ the Company’s ~~profitability.~~investment program.

~~Climate~~Lack ~~Change~~of ~~Risks~~Control over Investments. The Company invests in debt securities, but may hold a non-controlling interest in one or more Portfolio Investments. Such investments may not give the Company the ability to influence the management of the company or to elect a representative to the Board. In addition, the management of the company or its shareholders may have economic or business interests which are inconsistent with those of the Company, and they may be in a position to take action contrary to the Company’s objectives. A

In December 2015 the United Nations, of which the U.S. is a member, adopted a climate accord with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. As a result, some of the Company’s Portfolio Investments may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues. 52

RisksTable Relatedof to RICs and BDCs Contents

~~Failure~~non-controlling interest may be especially adverse to ~~Qualify~~the Company in circumstances, such as acertain ~~RIC~~stressed or distressed situations, where an element of control or influence might be beneficial to the subject investment.

~~source-~~Control Positions. The Company does not expect to, but may have a controlling interest in a Portfolio Investment (because of~~-income~~ its equity ownership, ~~asset diversification~~ representation on the board of directors and/or contractual rights) either on its own or, in certain cases, with another financial partner or investment fund (e.g., in accordance with the Company’s receipt of equity in connection with a restructuring). The exercise of control over a company may impose additional risks of liability for environmental damage, product defects, failure to supervise management, pension and other fringe benefits, violation of governmental regulations (including securities laws) or other types of related liability. If these liabilities were to arise, the Company might suffer a significant loss in such investment. In addition, if employees of the Adviser serve as directors of certain of the Portfolio Investments, including public companies, they will have duties to persons other than the Company.

~~The~~To ~~income~~the ~~source~~extent ~~requirement~~that ~~will~~the Company owns a controlling stake in or is deemed an affiliate of a particular company, it may also be ~~satisfied~~subject ifto ~~the~~certain ~~Company~~additional ~~obtains~~bankruptcy ator ~~least~~securities ~~90%~~laws restrictions that could affect both the liquidity of ~~gross~~the ~~income~~Company’s ~~for~~interest ~~each~~and ~~year~~the ~~from~~Company’s ~~dividends,~~ability to liquidate its interest without adversely impacting the price thereof, ~~foreign~~including ~~currency~~insider trading restrictions, ~~payments~~the ~~with~~affiliate ~~respect~~sale torestrictions ~~loans~~of Rule 144 of ~~certain~~the ~~securities,~~Securities ~~gains~~Act ~~from~~and the ~~sale~~disclosure requirements of ~~Units~~Sections 13 and 16 of the 1934 Act. Further, to the extent that affiliates of the Company or ~~other~~the ~~securities~~Adviser are subject to such restrictions, ~~net~~the ~~income~~Company, ~~from~~by ~~certain~~virtue ~~“qualified~~of ~~publicly~~its ~~traded~~affiliation ~~partnerships~~with such entities,” ormay ~~similar~~be ~~sources.~~similarly restricted, regardless of whether the Company stands to benefit from such affiliate’s ownership.

~~The~~If ~~asset~~the ~~diversification~~Company, ~~requirement~~alone ~~will~~or beas ~~satisfied~~part ifof ~~the~~a ~~Company~~group ~~meets~~acting ~~certain~~together ~~asset~~for ~~diversification~~certain ~~requirements~~purposes, atbecomes the ~~end~~beneficial owner of ~~each~~more ~~quarter~~than 10% of ~~the~~certain ~~taxable~~classes ~~year~~of securities of a U.S. ~~Failure~~public tocompany ~~meet~~or ~~those~~places ~~requirements~~a ~~may~~director ~~result~~on inthe board of directors of such a company, the Company ~~having~~may tobe ~~dispose~~subject ofto certain ~~investments~~additional ~~quickly~~reporting inrequirements ~~order~~and to ~~prevent~~liability ~~the~~for ~~loss~~short-swing ofprofits ~~qualification~~under asSection a16 ~~RIC.~~of ~~Because~~the ~~most~~1934 ofAct. Furthermore, the Company’s ~~investments~~may ~~will~~also be ~~relatively~~subject ~~illiquid,~~to ~~any~~similar ~~such~~reporting ~~dispositions~~requirements ~~could~~and beother ~~made~~limitations atin ~~disadvantageous~~non-U.S. ~~prices~~jurisdictions ~~and~~where ~~could~~it ~~result~~holds significant positions in ~~substantial~~companies ~~losses.~~in such jurisdictions.

The ~~annual~~exercise ~~distribution~~of ~~requirement~~control ~~will~~over bea ~~satisfied~~company, ifdepending upon the ~~Company~~amount ~~distributes~~and totype ~~its~~of ~~Unitholders~~securities onowned anby ~~annual~~the ~~basis~~Company, atcontractual ~~least~~arrangements ~~90%~~between ofthe ~~net~~company ~~ordinary income~~ and ~~realized~~the ~~net~~Company, ~~short-term~~and ~~capital~~other ~~gains~~relevant infactual ~~excess~~circumstances, ofcould ~~realized~~result ~~net~~in ~~long-term~~an ~~capital~~extension ~~losses,~~to ifone ~~any.~~year ~~Because~~of the ~~Company~~90-day ~~may~~bankruptcy ~~use~~preference ~~debt~~period ~~financing,~~with itrespect isto ~~subject~~payments made to ~~certain~~the ~~asset~~Company. See ~~coverage~~“— ~~ratio~~Fraudulent ~~requirements~~Conveyance ~~under~~and ~~the~~Preference ~~1940~~Considerations” ~~Act~~below. The ~~and~~exercise ~~financial~~of ~~covenants~~control ~~under~~over ~~loan~~a ~~and~~company ~~credit~~may ~~agreements~~also ~~that~~provide ~~could,~~grounds ~~under~~for ~~certain~~challenges ~~circumstances,~~to ~~restrict~~ the ~~Company~~priority ~~from~~and ~~making~~enforceability ~~distributions~~of ~~necessary~~Portfolio toInvestments ~~satisfy~~or other claims the ~~distribution~~Company ~~requirement.~~may Ifhave against the ~~Company~~company if it is ~~unable~~subject to ~~obtain~~a ~~cash~~bankruptcy ~~from~~case or other ~~sources,~~insolvency itproceeding. See ~~could~~“— ~~fail~~Lender toLiability ~~qualify~~Considerations asand aEquitable ~~RIC.~~Subordination” below.

44Lender Liability Considerations and Equitable Subordination. In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. In addition, courts have in some cases applied the doctrine of equitable subordination to subordinate the claim against a borrower of a creditor, including a lending institution, to claims of other creditors of the borrower when the creditor is found to have engaged in unfair, inequitable or fraudulent conduct. There can be no assurance as to whether any fund, lending institution or other party from which the Company may directly or indirectly acquire such claims engaged in any such conduct and, if it did, as to whether the Company would be subject to claims that the Company’s Portfolio Investments should be equitably subordinated based on such conduct. Because of the nature of certain of the Company’s Portfolio Investments, the Company could be subject to allegations of lender liability or to claims that the Company’s Portfolio Investments should be equitably subordinated.

~~Table~~Fraudulent Conveyance and Preference Considerations. Various federal and state laws enacted for the protection of ~~Contents~~creditors may apply to the purchase of the Company’s Portfolio Investments, or payments or liens related thereto, by virtue of the Company’s role as a creditor with respect to the borrowers under such Portfolio Investments. If a court, in a lawsuit brought by an unpaid creditor, a debtor-in-possession, a trustee in bankruptcy, or their respective representatives, were to find that the borrower took any action to intentionally delay or frustrate recoveries by creditors, or did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest or other lien securing such investment, and, after giving effect to such indebtedness and/or grant of any security interest or other lien, the issuer or obligor (i) was insolvent, (ii) was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could, under certain circumstances, invalidate, in whole or in part, such indebtedness and such security interest or other lien as fraudulent conveyances, could subordinate such indebtedness to existing or future creditors of the borrower and could allow the borrower to recover amounts previously paid by the borrower to the creditor (including to the Company) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness.

IfThe ~~the~~measure ~~Company~~of ~~fails~~insolvency tofor ~~qualify~~purposes asof athe ~~RIC~~foregoing ~~for~~will ~~any~~vary. Generally, ~~reason~~an ~~and~~issuer ~~therefore~~or ~~becomes~~obligor ~~subject~~would tobe ~~corporate~~considered ~~income~~insolvent ~~tax,~~at ~~the~~a ~~resulting~~particular ~~corporate~~time ~~taxes~~if ~~could~~the ~~substantially~~sum ~~reduce~~of ~~net~~its ~~assets,~~debts ~~the~~were ~~amount~~then greater than all of ~~income~~its ~~available~~property ~~for~~at ~~distribution~~a ~~and~~fair valuation, or if the ~~amount~~present fair saleable value of ~~distributions.~~its

~~Recognizing Income Before or Without Receiving Cash~~53

contracted payment-in-kind (“PIK”)Table of Contents

~~Since~~assets inwere ~~certain~~less ~~cases~~than the ~~Company~~amount ~~may~~that ~~recognize~~would ~~income~~be ~~before~~required orto ~~without~~pay ~~receiving~~its ~~cash~~probable ~~representing~~liabilities ~~such~~on ~~income,~~its ~~the~~existing ~~Company~~debts ~~may~~as ~~have~~they ~~difficulty~~became ~~meeting~~absolute ~~the~~and ~~requirement~~matured. There tocan ~~timely~~be ~~distribute~~no atassurance ~~least~~as ~~90%~~to ofwhat ~~its~~standard ~~net~~a ~~ordinary~~court ~~income~~would ~~and~~apply ~~net short-term capital gains~~ in ~~excess~~order ~~of net long-term capital losses, if any,~~ to ~~maintain~~determine ~~its~~whether ~~qualification~~the asissuer aor ~~RIC.~~obligor Inwas ~~such~~“insolvent” aafter ~~case,~~giving ~~the~~effect ~~Company may have~~ to ~~sell~~the ~~some~~incurrence of ~~its~~the ~~Portfolio~~indebtedness ~~Investments~~and/or ~~at times~~ the ~~Company~~granting ~~would~~of ~~not~~any ~~consider~~security ~~advantageous~~interest or ~~raise~~other ~~additional~~lien ~~debt~~ or ~~equity~~that, ~~capital~~regardless orof ~~reduce~~the ~~new~~method ~~investment~~of ~~originations~~valuation, toa ~~meet~~court ~~these~~would ~~distribution~~not ~~requirements.~~determine Ifthat the ~~Company~~issuer iswas ~~not~~“insolvent” ~~able~~upon togiving ~~obtain~~effect ~~cash from other sources and is otherwise unable~~ to ~~satisfy~~ such ~~distribution~~incurrence ~~requirement,~~of ~~the~~indebtedness ~~Company may fail to maintain its qualification as a RIC~~ and/or ~~become~~grant ~~subject~~of tosecurity ~~corporate-level~~interests ~~U.S.~~or ~~federal~~other ~~income tax~~lien.

~~Tax~~The ~~Considerations~~Company ~~Regarding~~may ~~Dividends~~invest in bank debt or other indebtedness issued by a borrower which is guaranteed by other entities within the borrower’s corporate family. In such circumstances, the borrower often has little or no assets other than the stock of its subsidiaries and, as a result, any recovery is often available only, if at all, from the entities that guaranteed the indebtedness. There is a risk, however, that the obligations of such guarantors and any security interests or other liens issued by the guarantors to secure such obligations may be avoided as fraudulent conveyances in the event that a court were to determine that such guarantors did not receive reasonably equivalent value in exchange for ~~Private~~the ~~BDCs~~issuance of the guarantees and for the security interests or other liens. A court could determine that the guarantors did not receive reasonably equivalent value or fair consideration in incurring the obligations and granting the security interests or other liens despite the existence of “indirect” benefits to the guarantors, such as the strengthening of the corporate enterprise in the transaction. Additionally, provisions in guarantees and other similar documents governing similar obligations by which fraudulent conveyance exposure is sought to be reduced or eliminated, such as so-called “savings clauses,” may not be enforceable. As a result, the Company’s Portfolio Investment in corporate bank debt or other indebtedness could be subject to avoidance as a fraudulent conveyance.

~~non-corporate~~If a transaction is found to have been a fraudulent conveyance, the transferee may be compelled to return the value of the assets transferred as of the time of the transfer, even if the then current value is substantially less. In addition, unless the transferee is deemed to be a “good faith” transferee, the return of the asset may not even provide for the compensation back to the transferee of the value paid to the transferor.

~~non-corporate~~In addition, in the event of the insolvency (as determined by a court based on the law of the jurisdiction which is being applied) of an issuer of a Portfolio Investment, payments made on the Company’s Portfolio Investment, or new liens granted, could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency, depending on a number of factors.

~~Potential~~In ~~Dividend~~general, ~~Deferrals~~if payments on a Company’s Portfolio Investment are avoidable, whether as a fraudulent conveyance or preference, such payments can be recaptured either from the initial recipient (such as the Company) or from subsequent transferees of such payments, including Unitholders. Additionally, if the grant of a security interest or other lien is avoidable, whether as a fraudulent conveyance or preference, the value of the security interest or other lien can be recovered from the initial transferee or the entity for whose benefit such transfer was made (such as the Company), and such recovery could include the diminution in value of the property which was subject to the security interest or other lien from the date of transfer.

~~one-year~~There can be no assurance that a successful cause of action for fraudulent conveyance or preference will not occur, or as to whether any fund, lending institution or other party from which the Company may directly or indirectly acquire a Portfolio Investment engaged in any conduct to give rise to such causes of action, and if it did, as to whether such causes of action could be asserted against the Company and/or the Unitholders.

~~Under~~Portfolio ~~the~~Investment ~~Code,~~Risk. ~~the~~The Company’s ~~may~~Portfolio ~~pay~~Investments ~~certain~~may ~~RIC~~involve ~~dividends~~a ~~after~~high ~~the~~degree ~~end~~ of ~~the~~business ~~current~~and ~~year~~financial risk. In Portfolio ~~particular,~~Investments ifmay ~~the~~be ~~Company~~in ~~pays~~early astages ~~distribution~~of indevelopment, ~~January~~may ofhave ~~the~~operating ~~following~~losses ~~year~~or ~~that~~significant ~~was~~variations ~~declared~~ in ~~October,~~operating ~~November,~~results orand ~~December~~may ofbe ~~the~~engaged ~~current~~in ~~year~~rapidly ~~and~~changing isbusinesses ~~payable~~with toproducts ~~Unitholders~~subject ofto ~~record~~a insubstantial ~~the~~risk ~~current~~of ~~year,~~obsolescence. Portfolio ~~the~~Investments ~~dividend~~ will bealso ~~treated~~include ~~for~~companies ~~all~~that ~~U.S.~~are ~~federal~~experiencing ~~income~~or ~~tax~~are ~~purposes~~expected asto ifexperience itfinancial ~~were~~difficulties, ~~paid~~which onmay ~~December 31~~never ofbe ~~the current year~~overcome. In addition, ~~under~~many ~~the~~of ~~Code,~~them ~~the~~will ~~Company~~have weak financial conditions and may ~~pay~~require ~~dividends,~~substantial ~~referred~~additional capital to assupport ~~“spillover~~their ~~dividends~~operations,” ~~that~~to ~~are~~finance ~~paid~~expansion ~~during~~or ~~the~~to ~~following~~maintain ~~taxable~~their ~~year~~competitive ~~that~~positions. Portfolio ~~will~~Investments ~~allow~~may ~~the~~face ~~Company~~intense tocompetition, ~~maintain~~including ~~its~~competition ~~qualification~~from ~~for~~companies ~~taxation~~with asgreater afinancial ~~RIC~~resources, more extensive development, manufacturing, marketing, and ~~eliminate~~other ~~its~~capabilities ~~liability~~and ~~for~~a ~~corporate-level~~larger ~~U.S.~~number ~~federal~~of ~~income~~qualified ~~tax. Under~~managerial ~~these~~and ~~spillover~~technical ~~dividend~~personnel. In ~~procedures~~addition, Portfolio Investments in which the Company invests may ~~defer~~be ~~distributions~~required ofto ~~income~~comply ~~earned~~with ~~during~~numerous ~~the~~U.S. ~~current~~and ~~year~~non-U.S. ~~until~~statutory ~~December~~and ofregulatory ~~the~~standards. A ~~following~~Portfolio ~~year. For~~Investment ~~example,~~could ~~the~~be ~~Company~~materially ~~may~~and ~~defer~~adversely ~~distributions~~affected as a result of ~~income~~statutory ~~earned~~or ~~during~~regulatory ~~2023~~changes ~~until~~or aschanges ~~late~~in asjudicial ~~December 31,~~or ~~2024. If~~administrative ~~the~~interpretations ~~Company~~of ~~chooses~~existing tolaws ~~pay~~and aregulations ~~spillover~~that ~~dividend,~~impose itmore ~~will~~comprehensive ~~incur~~or stringent requirements on such Portfolio Investment, the 4%markets ~~U.S.~~in ~~federal~~which ~~excise~~such ~~tax~~Portfolio onInvestment ~~some~~operates or ~~all~~such ofPortfolio ~~the~~Investment’s ~~distribution.~~industry generally.

45There can be no assurance that a Portfolio Investment’s management team will be able to operate such Portfolio Investment successfully. In addition, instances of fraud or other illegal practices committed by the management team of a Portfolio Investment may undermine the Company’s investment in such Portfolio Investment and the Company may suffer losses. Additionally, Portfolio Investments need to attract, retain and develop executives and members of their management teams. There can be no assurance that a Portfolio Investment will be able to attract and develop suitable members of its management team, which may adversely affect the Company.

~~Table of Contents~~54

the COVID-19 pandemic,Table of Contents

Zero-Coupon Bonds, Deferred Interest Rate Bonds and Payment-In-Kind Securities. Zero-coupon bonds pay interest only at maturity rather than at intervals during the life of the security. Deferred interest rate bonds generally provide for a period of delay before the regular payment of interest begins. PIK securities are debt obligations that pay “interest” in the form of other debt obligations, instead of in cash. Each of these instruments is normally issued and traded at a deep discount from face value. Zero-coupon bonds, deferred interest rate bonds and PIKs allow an issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk than bonds that pay interest currently or in cash. In addition, such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest.

~~Dividend~~To ~~Considerations~~the extent the Company invests in OID instruments, including PIK, zero coupon bonds, and debt securities with attached warrants, investors will be exposed to the risks associated with the inclusion of such non-cash income in taxable and accounting income prior to receipt of cash, including the following:

In• The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan; • The interest rates on PIK loans are higher to reflect the time-~~Kind~~value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments; • PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral; • An election to defer PIK income payments by adding them to principal increases the Company’s gross assets and, thus, increases future base fees to the Adviser and, because income payments will then be payable on a larger principal amount, the PIK election also increases the Adviser’s future income incentive fees at a compounding rate; • Market prices of OID instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash; • The deferral of interest on a PIK loan increases its loan-to-value ratio, which is a measure of the riskiness of a loan; and • OID creates the risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.

~~Dividend~~Money ~~Considerations~~Market and Other Liquid Instruments. The Company may invest its assets in such liquid securities as the Adviser may deem to be advisable, including fixed income securities, money market instruments, money market mutual funds, and debt securities issued or guaranteed by the U.S., certain U.S. government agencies or instrumentalities. Money market instruments are short-term fixed income obligations, which generally have remaining maturities of one year or less, and may include commercial paper, certificates of deposit, and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the FDIC. The Company may be prevented from achieving its investment objective during any period in which its assets are not substantially invested in accordance with its investment strategy. Notwithstanding their general high-quality nature, money market funds and liquid securities are subject to the risk of loss.

~~non~~Among other liquid investments, the Company may invest cash, pending investment, reinvestment or distribution thereof or in connection with the maintenance of reserves, in money fund products offered from time to time by its Custodian, including the use of bank “sweep” short-Uterm offerings.S.

~~Changes~~Pooled Investment Vehicles and Pass-through Entities. The Company may invest or take short positions in ~~Tax~~pooled ~~Law~~investment vehicle and pass-through entities, including affiliated or third-party unregistered investment vehicles, investment companies registered under the 1940 Act (including exchange-traded funds and closed-end companies) and master limited partnerships (“Pooled Investment Vehicles”). To the extent the Company invests directly in Pooled Investment Vehicles and other “pass-through” entities which are treated as partnerships for U.S. federal income taxation purposes, the Company must rely on such vehicles to deliver to it certain tax information that is necessary to complete the Company’s own tax returns. If this information is not delivered to the Company in a timely fashion, the Company will be delayed in providing tax information to the investors.

~~Permissible~~U.S. ~~Incurred~~Government ~~Leverage~~and Agency Securities. The Company may invest in debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities and sponsored enterprises. Some U.S. government securities, such as Treasury bills, notes and bonds and MBS guaranteed by Ginnie Mae, are supported by the full faith and credit of the U.S.; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; and still others are supported only by the credit of the instrumentality. Although U.S. government-sponsored enterprises, such as Fannie Mae and Freddie Mac, may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury or supported by the full faith and credit of the U.S. government and involve increased credit risks. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued by these entities.

~~Distribution and Asset Coverage Ratio~~55

capitalTable of Contents

46Restricted Securities. It is expected that a significant portion of the Company’s Portfolio Investments will be securities (“restricted securities”) that have not been registered for sale to the public under the Securities Act pursuant to an exemption from registration (including Section 4(a)(2) of, or Rule 144A under, the Securities Act). Restricted securities are generally only sold to institutional investors in private sales from the issuer or from an affiliate of the issuer. These securities may be less liquid than securities registered for sale to the general public. The liquidity of a restricted security may be affected by a number of factors, including: (i) the credit quality of the issuer; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of marketplace trades. Also, restricted securities may be difficult to value because market quotations may not be readily available.

~~Table~~In addition, a debtor in a reorganization case may be granted a trading restriction order by a bankruptcy court in order to protect such debtor’s net operating losses (a “NOL Order”). Such an order may prohibit or severely restrict the ability of ~~Contents~~some creditors to sell their claims and interests in the debtor. The Company’s ability to transfer its interests in such a debtor may be impaired, delayed or prohibited as a consequence of a NOL Order. The Company may also incur added expenses if it attempts to challenge or limit the scope of a NOL Order, and such an attempt may not be successful. Similarly, issuers with net operating losses sometimes adopt Unitholder rights plans or similar arrangements in order to preserve the ability to utilize such net operating losses in the future; any such actions could also limit or otherwise adversely impact the Company’s ability to transfer or dispose of its interests in any such issuer.

Risks Related to Disposition of Investments. The Company may dispose of its investments through whatever manner it deems to be advisable, including through asset sales, repackaging transactions, securitizations, IPOs, strategic transactions and other mergers and acquisitions activity, and/or any combination thereof. Therefore, the disposition of Company investments will be subject to the risks associated with the particular exit strategy utilized. See, for example, “— Risks Relating to Bank Loans and Corporate Loans” above. In particular, certain disposition techniques and structures may expose the Company to liability for (among other things) securities laws violations, breaches of representations and warranties, and repurchase or “putback” obligations with respect to securitizations or similar structures.

~~Unrealized~~Item ~~Depreciation~~1B. Unresolved Staff Comments

~~Qualifying Asset Requirements~~None.

~~non-qualifying~~Item 1C. Cybersecurity

~~Regulatory~~Risk ~~Risks~~Management ~~Relating~~and ~~to the Company~~ Strategy

~~Exemptive~~We ~~Relief~~recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things, operational risks, financial loss, intellectual property theft, fraud, extortion, loss of sensitive data, harm to individuals including stockholders, violation of privacy or security laws, increased costs associated with mitigation of damages and remediation, and other legal and reputational risks. We have implemented several cybersecurity processes and controls to aid in our efforts to assess, identify, and manage such material risks.

We rely on the Adviser’s enterprise-wide cybersecurity program to protect our information, including due oversight of the cybersecurity programs of our key service providers and processes for the assessment, identification, and management of material risks from cybersecurity threats, including those associated with the use of third-party service providers. The Adviser considers such cybersecurity threats as part of its broader risk management framework, and its cybersecurity program is designed to, among other things, protect us, insofar as is practicable, from the hazards of cybersecurity threats and vulnerabilities in accordance with applicable legal requirements and guidance. The Adviser collaborates with third-party subject-matter experts, as necessary, to identify and assess material cybersecurity threat risks and evaluate and test its cybersecurity protections, including through continuous network and endpoint monitoring, employee anti-phishing training, vulnerability assessments, and penetration testing to inform the Adviser’s risk identification and assessment. The Adviser also performs due diligence reviews on third-parties that have access to our systems, data, or facilities that house such systems or data and continually monitors cybersecurity threat risks identified through such diligence.

~~ability~~ Together with management, the Board has designated an Information Security Group (“ISG”) to co monitor issues relating to cybersecurity and work with the Adviser’s third-~~invest~~ party Information Technology (“IT”) service provider to evaluate potential cyber risk vulnerabilities. While its composition may change over time, the ISG currently consists of our Chief Financial Officer and Chief Compliance Officer. The ISG, together with the Adviser’s third-party IT service provider, annually reviews the cyber risks applicable to our business and the measures established by the Adviser and other service providers to protect against those risks and recommends changes or enhancements, as necessary. The Adviser’s management and the third-party IT service provider also monitor the Adviser’s network to identify internal and external cybersecurity threats and vulnerabilities in ~~privately~~ order to determine any steps that should be taken to protect information stored on the Adviser’s

~~in negotiated co-investment transactions with~~56

RegulatoryTable Risksof Relating to the CompanyContents

~~federal, state~~ network and promptly inform the ISG of any identified cybersecurity threats or ~~non~~ vulnerabilities. The ISG also makes inquiries of the Adviser’s management and the third-Uparty IT service provider regarding such efforts.~~S. laws or new~~

~~and non-U.S. securities~~Material Impact of Cybersecurity Risks

47The potential impact of risks from cybersecurity threats on us are assessed on an ongoing basis, and how such risks could materially affect our business strategy, operational results, or financial condition are regularly evaluated. During the reporting period, we did not identify any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that we believe have materially affected, or are reasonably likely to materially affect, our business strategy, operational results, or financial condition. We further describe cybersecurity risks that we face in “The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively” and “We, our Adviser and our portfolio companies are subject to risks associated with cyber-attacks” under “Item 1A. Risk Factors” of this annual report on Form 10-K.

~~Table of Contents~~Governance

The Board has overall responsibility for risk oversight, including risks related to ~~non-bank investors~~ cybersecurity threats. The Board is aware of the critical nature of managing these risks and has sought to establish oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity and appropriate review of the protections provided to us by the Adviser.

~~The~~In ~~financial~~conducting ~~services~~its ~~industry~~duties, isthe ~~subject~~ISG torelies ~~extensive~~on ~~regulation.~~the ~~Banking~~experience ~~regulators~~and ~~have~~expertise ~~broad~~of ~~and~~the ~~largely~~Adviser’s ~~discretionary~~third-party ~~powers~~IT service provider, which ~~include~~includes, ~~prohibiting~~among ~~“unsafe~~other orthings, ~~unsound”~~over ~~practices;~~two ~~requiring~~decades ~~affirmative~~of ~~actions~~managing tonetwork ~~correct~~security ~~any~~for ~~violation~~companies, ora ~~practice;~~track ~~issuing~~record ~~administrative~~of ~~orders~~collaborating ~~that~~with ~~can~~management beteams ~~judicially~~on ~~enforced;~~incident ~~directing~~response ~~increases~~and inthreat ~~capital;~~mitigation, ~~directing~~and, ~~the~~through ~~sale~~various ofpartnerships, ~~subsidiaries~~vetting orand ~~other~~implementing ~~assets;~~cutting-edge ~~limiting~~cybersecurity ~~dividends~~technologies. ~~and~~The ~~distributions;~~ISG ~~restricting~~will ~~growth;~~provide ~~assessing~~a ~~civil~~report, ~~monetary~~at ~~penalties;~~least ~~removing~~annually, ~~officers~~to ~~and~~the ~~directors;~~entire ~~and~~Board ~~terminating~~regarding ~~deposit~~our ~~insurance.~~cybersecurity ~~These~~threat ~~actions~~risk management and ~~other~~strategy ~~regulatory~~processes, ~~requirements~~covering ~~could~~topics ~~have~~such aas ~~material~~data ~~adverse~~security ~~effect~~posture, onresults anfrom ~~investment~~third-party inassessments, progress towards pre-determined risk mitigation-related goals, the ~~Company.~~Adviser’s ~~The~~incident ~~financial~~response ~~institutions~~plan, inand ~~which~~cybersecurity ~~the~~threat ~~Company~~risks ~~will~~or ~~invest~~incidents and ~~with~~developments, ~~which~~as well as the ~~Company~~steps ~~will~~the ~~transact~~Adviser’s ~~are~~management ~~subject~~has taken to ~~laws,~~respond ~~regulations,~~to ~~administrative~~and ~~actions~~mitigate such risks. The Adviser’s incident response plan provides guidelines for responding to cyber incidents and ~~policies~~facilitates incoordination ~~each~~across ~~location~~multiple inoperational ~~which~~functions ~~they~~of ~~operate~~the Adviser. The ~~regulatory~~incident ~~environment~~response ~~for~~plan ~~private~~includes ~~investment~~notification ~~funds~~to isthe ~~evolving,~~ISG and, ~~changes~~depending inon its nature, escalation to the ~~regulation~~Board, orif ~~taxation~~appropriate. ofThe ~~private~~Board ~~investment~~is ~~funds~~also ~~may~~encouraged ~~adversely~~to ~~affect~~engage with the ~~value~~ISG ofon ~~the~~cybersecurity ~~investments~~topics ~~held~~at byother ~~the~~times, ~~Company~~and material cybersecurity threats and ~~the~~risks ~~ability~~are ofalso considered by the ~~Company~~Board in relation to ~~execute~~other ~~its~~important ~~investment~~matters ~~strategy.~~that come before it.

~~other U~~Item 2.~~S. and non-U.S. regulators, self-regulatory organizations~~ Properties

~~Risks~~Our ~~Related~~executive tooffices ~~Changes~~are located at 500 Park Avenue, New York, New York 10022, and are provided by SLR in ~~Regulatory~~accordance ~~Policy~~with the terms of the Investment Management Agreement. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

~~difficult-to-quantify~~Item 3. Legal Proceedings

~~Financial~~Neither ~~Services~~we ~~and~~nor ~~Government~~our ~~Intervention~~subsidiaries are currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries. From time to time, we or our subsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

UItem 4.S. ~~Dodd-Frank~~Mine ~~Wall~~Safety ~~Street Reform and Consumer Protection Act~~Disclosures

~~non-U~~Not applicable.S.

4857

~~Act~~PART has the authority to designate asset management firms as a “systemically important financial institution” (“SIFI”). If the Adviser, or one of its affiliates, were designated as a SIFI, it would be subject to a variety of regulations, including capital requirements and limitations on leverage, which could have a material adverse effect on the ability of the Company to pursue its investment strategy. In addition, the Dodd-Frank Act created a new regulator for the credit industry in the U.S. known as the U.S. Consumer Financial Protection Bureau (“CFPB”). The CFPB may, among other things, regulate interest rates and other charges, require certain disclosures and regulate foreclosure practices. Future regulatory actions authorized by the Dodd-Frank Act (including any regulatory actions or other measures taken by the FSOC and/or the CFPB) may significantly reduce the profitability of the Company and its Portfolio Investments. II

~~Changes~~Item to5. ~~Derivatives~~Market ~~Regulation~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~certain over-the-counter derivatives transactions in~~Market Information

~~platforms~~Units will only be sold (i) in the U.S. only to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act and (ii) outside the U.S. in accordance with Regulation S under the Securities Act. There is no public market for our Units, ~~pre-~~ and ~~post~~ none is expected to develop. For this reason, the Company is not providing the performance graph required by Item 201(e) of Regulation S-~~trade~~K.

~~requirements~~ Because Units are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and ~~mandatory bi-lateral exchange~~ may be required to be held indefinitely. Our Units may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our written consent is granted, and (ii) the Units are registered under applicable securities laws or specifically exempted from registration (in which case the unitholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). We do not anticipate consenting to sales, transfers or assignments of Units. Accordingly, an investor must be willing to bear the economic risk of investment in the Units until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Units may be made without our written consent.

~~for non-cleared swaps.~~Holders

~~Form 10-K~~As of February 23, ~~the~~ 2024, there was 1 holder of record of our Units.

~~to a value-at-risk leverage limit,~~Recent Sales of Unregistered Securities

49None, other than those already disclosed in certain Form 8-Ks filed with the SEC.

~~Table~~Issuer Repurchases of ~~Contents~~Equity Securities

~~Uncertainty of the U~~None.~~S. Political Climate~~

~~difficult-to-quantify~~Distributions

~~far~~Tax characteristics of all distributions will be reported to Unitholders on Form 1099 after the end of the calendar year. Future quarterly distributions, if any, will be determined by our Board. We expect that our distributions to Unitholders will generally be from accumulated net investment income, from net realized capital gains or non-~~reaching~~taxable return of capital, if any, as applicable.

~~Bad~~We ~~Actor”~~have ~~Restrictions~~elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax treatment, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for ~~Private~~distribution. ~~Placements~~In ~~Conducted~~addition, ~~Under~~although ~~Rule~~we ~~506~~currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of ~~Regulation~~short-term Dcapital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

~~persons~~We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, ~~(d) SEC cease-~~ due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-~~desist orders relating~~in-kind income, which represents contractual income added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

AWith ~~disqualification~~respect ~~will~~to ~~occur only in~~ the ~~case~~distributions ~~of a disqualifying event of a covered person that occurs on or after September 23, 2013, although issuers must disclose~~ to ~~potential investors in a Rule 506 Offering disqualifying events of covered persons that occurred before September 23~~Unitholders, ~~2013.~~income ~~The rule provides an exception~~ from ~~disqualification if the issuer can show that it did not know and~~origination, ~~in the exercise of reasonable care could not have known~~structuring, ~~that~~closing ~~the~~and ~~issuer~~certain ~~or any~~ other ~~covered~~upfront ~~person~~fees ~~had~~associated awith ~~disqualifying~~investments ~~event,~~in ~~although~~portfolio ancompanies ~~issuer~~are ~~will~~treated ~~not~~as betaxable ~~able~~income toand ~~establish that it has exercised reasonable care unless it has made~~accordingly, indistributed ~~light~~to ~~of the circumstances, factual inquiry into whether any disqualifications exist~~Unitholders.

~~The~~We ~~Adviser~~cannot ~~has~~assure ~~made,~~Unitholders ~~and~~that onthey ~~a periodic basis~~ will ~~continue~~receive ~~to make, inquiries into whether~~ any ~~persons~~distributions ~~that~~at ~~the~~a ~~Adviser~~particular has determined to be affiliated issuers have been subject to any disqualifying events; however, in some circumstances the Adviser’s ability to determine whether the Company would be disqualified from relying on Rule 506 may depend on cooperation of third parties over whom the Company may have limited control and influencelevel.

IfItem any of the Adviser’s covered persons, including any affiliated issuer of the Company, is subject to a disqualifying event, the Company could lose the ability to raise capital in a future Rule 506 offering for a significant period of time and the Company’s business, financial condition and results of operations could be materially and adversely affected6. Reserved

~~Changes to Accounting Standards~~58

LicensingTable Requirementsof Contents

~~Various~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~licensing~~Forward-Looking Statements

50This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

~~Table~~our offuture ~~Contents~~operating results, including our ability to achieve objectives;

•

~~investment~~our business prospects and the prospects of our portfolio companies;

•

~~Reporting~~the ~~Company~~impact ~~Filing~~of ~~Requirements~~investments that we expect to make;

•

~~addressing~~our contractual arrangements and relationships with third parties;

•

~~are held by non-affiliates exceeds $700 million as~~the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

~~Units within a six-month period.~~the impact of any protracted decline in the liquidity of credit markets on our business;

•

~~Documentation~~the ability of ~~Internal~~our ~~Controls~~portfolio companies to achieve their objectives;

•

51the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•

~~Table~~market ofconditions ~~Contents~~and our ability to access different debt markets and additional debt and equity capital;

•

~~The~~our ~~Company’s~~expected ~~internal~~financings control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed and it could fail to meet its financial reporting obligations. investments;

•

~~Other~~the ~~Risks~~adequacy ~~Related~~of toour ~~Portfolio~~cash ~~Investments~~resources and working capital;

•

~~High~~the ~~Yield~~timing ~~Debt~~of ~~and~~cash ~~Unrated~~flows, ~~Securities~~if any, from the operations of our portfolio companies;

•

~~As with other Portfolio Investments, there may not be a liquid market for certain high yield debt which is held by~~ the ~~Company,~~ability ~~which could result in the Company being unable to sell such securities for an extended period~~ of ~~time, if at all. In addition, as with other types of Portfolio Investments,~~ the ~~market~~Adviser ~~for high yield debt has historically been subject~~ to ~~disruptions~~locate ~~that~~suitable ~~have~~investments ~~caused substantial volatility in the prices of such securities. Consolidation in the financial services industry has resulted in there being fewer market makers~~ for ~~high~~us ~~yield debt, which may result in further risk of illiquidity~~ and ~~volatility with respect~~ to ~~high~~monitor ~~yield debt held by the Company,~~ and ~~this~~administer ~~trend~~our may continue in the future. Furthermore, high yield debt which is held by the Company may not be registered under the Securities Act, and, unless so registered, the Company is not able to sell such high yield debt except pursuant to an exemption from registration under the Securities Act. Unrated securities may be less liquid than comparable rated securities and may also involve the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. investments;

•

~~General~~the ~~Credit~~ability ~~Risk~~of the Adviser to attract and retain highly talented professionals;

•

~~Equity-Related~~the ~~Securities~~ability of the Adviser to adequately allocate investment opportunities among the Company and its other advisory clients;

•

~~Convertible~~any ~~Securities~~conflicts ~~Risk~~of interest posed by the structure of the management fee and incentive fee to be paid to the Adviser;

•

~~than non-convertible debt~~changes in political, economic or industry conditions, relations between the United States, Russia, Ukraine and other nations, the interest rate environment, certain regional bank failures or conditions affecting the financial and capital markets;

•

52the escalating conflict in the Middle East;

•

~~Table~~changes in the general economy, slowing economy, rising inflation, risk of ~~Contents~~recession and risks in respect of a failure to increase the U.S. debt ceiling; and

•

~~non-convertible~~our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies' supply chains and operations.

~~Preferred~~These ~~Securities~~statements ~~Risk~~are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

~~Forwards~~an ~~and~~economic ~~Derivatives~~downturn ~~Transactions~~could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

~~over-~~a contraction of available credit and/or an inability to access the~~-counter~~ equity markets could impair our lending and investment activities;

•

~~All~~interest ~~derivatives~~rate ~~transactions~~volatility ~~involve~~could ~~risks~~adversely ~~different~~affect ~~from,~~our ~~and potentially greater than~~results, ~~the~~particularly ~~risks~~because ~~associated~~we ~~with~~use ~~investing~~leverage ~~directly~~as inpart ~~securities~~of ~~and~~our ~~other~~investment ~~more traditional assets, including:~~ strategy;

~~Market Risk.~~59

ManagementTable Risk.of Contents

•

~~Documentation~~currency ~~Risk~~fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and

•

~~over-~~the risks, uncertainties and other factors we identify in Item 1A. — Risk Factors contained in this Annual Report on Form 10-~~counter~~K and in our other filings with the SEC.

53Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report.

~~Table~~These forward-looking statements apply only as of ~~Contents~~the date of this report. Moreover, we assume no duty and do not undertake to update the forward- looking statements.

~~Regulatory~~The ~~Risk~~following analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto contained elsewhere in this Annual Report on Form 10-K.

~~Changes to Derivatives Regulation~~Overview

~~Other~~The ~~Risks~~Company was formed as a limited liability company under the laws of the State of Delaware on May 18, 2018. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and have elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, RIC asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest. In addition, we expect that all of the Company’s total portfolio will be comprised of investments in the U.S.

SLR Capital Partners, LLC (the “Adviser”) serves as the Company’s investment adviser pursuant to an investment management agreement between the Company and the Adviser (as amended, restated or otherwise modified from time to time, the “Investment Management Agreement”). Subject to the overall supervision of the Company’s Board of Directors (the “Board”), the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals. The managing members of the Adviser are Michael Gross and Bruce Spohler, who also oversee the Adviser’s investment committee. Pursuant to the Investment Management Agreement, the Adviser has also been appointed to provide administrative and coordination services to the Company (in such capacity, the “Administrative Coordinator”). The Administrative Coordinator supervises or provides the Company’s administrative services, including operational trade support, net asset value calculations, financial reporting, fund accounting, registrar and transfer agent services. The Administrative Coordinator also provides assistance to the Adviser in connection with communicating with investors and other persons with respect to the Company.

~~Risks~~The ~~Relating~~Company is organized primarily for investors who may invest through one or more investment funds created by one or more financial institutions unaffiliated with the Company (collectively, the “Access Fund”). Certain other investors may also invest directly in the Company. For those investors who invest through the Access Fund, we expect the Access Fund will issue a pro rata interest to ~~Reference~~each ~~Rates~~investor in the Access Fund (the “Access Fund Investors”) that, with respect to each Access Fund Investor’s investment in the Access Fund, corresponds to the pro rata share of the units issued by the Company to the Access Fund. We also expect that units will only be sold (i) in the U.S. only to U.S. persons who are “accredited investors” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) outside the U.S. in accordance with Regulation S under the Securities Act. Upon a sale of units to an investor, we expect the Access Fund will pass its voting rights in the Company through to the Access Fund Investors.

~~Risks~~The ~~Related~~Company’s principal focus is to ~~Economic~~invest ~~Recessions~~in first lien secured floating rate loans primarily to upper middle market private leveraged companies (generally, loan sizes of $100 million to $300 million to companies with earnings before interest, tax, depreciation and amortization (“EBITDA”) between approximately $25 million and $100 million) that have significant free cash flow and are in non-cyclical industries in which the Adviser has direct experience. In addition to senior secured loans to upper middle market companies, the Company intends to invest a portion of its assets in non-traditional asset-based loans and first lien loans to rapidly growing healthcare companies. The Company also expects that some of its investments will contain delayed-draw term loan type features (which is a legally binding commitment by the Company to fund additional term loans to a borrower in the future) and/or other types of unfunded commitments. The Company expects to co-invest with other vehicles managed by the Adviser. There can be no assurance that the Company will be able to co-invest with such other funds, including as a result of legal restrictions and contractual restrictions and, as a result, the Company may not be able to meet its investment objective. The Company believes the potential scale resulting from co-investments with vehicles managed by the

~~outbreak of COVID-19 has disrupted~~60

non-performing assets mayTable of Contents

54Adviser will provide the Company a significant advantage to source loans over other lenders that do not have the capital base to provide significant debt financing. The Company's investments in portfolio companies are referred to herein as "Portfolio Investments".

~~Table~~The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of ~~Contents~~2012 (the “JOBS Act”) and the Company may from time to time take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

~~slowdowns~~Recent or recessions could lead to financial losses in the Company’s portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase the Company’s funding costs, limit its access to the capital markets or result in a decision by lenders not to extend credit to the Company. These events could prevent the Company from increasing investments and result in its receipt of a reduced level of interest income from the Company’s Portfolio Investments and/or losses or charge offs related to its investments, and, in turn, may adversely affect distributable income and have a material adverse effect on the Company’s results of operations. Developments

~~might re-characterize its~~None.

These Portfolio Investments may face intense competition, including competition from companies with greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing that they are unable to secure and that the Company is unable or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire. Revenues

The Company’s principal focus is to invest in first lien secured floating rate loans primarily to upper middle market private leveraged companies (generally, loan sizes of $100 million to $300 million to companies with EBITDA between approximately $25 million and $100 million) that have significant free cash flow and are in non-Ucyclical industries in which we have direct experience.S In addition to senior secured loans to upper middle market companies, the Company intends to invest a portion of its assets in non-traditional asset-based loans and first lien loans to rapidly growing healthcare companies. ~~government~~

~~the COVID-19 pandemic~~Expenses

~~Risks~~The ~~Related~~Company towill ~~Portfolio~~(directly ~~Investment~~or ~~Monitoring~~indirectly) ~~and Involvement~~bear:

(i)

~~The~~all of its fees, costs, expenses and liabilities, all of its investment-related fees, costs, expenses and liabilities (including with respect to amounts incurred prior to the Company’s initial closing) and all of its other operating fees, costs, expenses and liabilities, including all fees, due diligence costs and other fees, costs, expenses and liabilities related to the identification, sourcing, evaluation, pursuit, acquisition, holding, appraisals, asset management, restructuring and disposing of investments, including all reasonable travel-related fees, costs, expenses and liabilities, including lodging and meals, all fees, costs, expenses and liabilities of legal counsel and financial and other advisers incurred in connection therewith, all fees, costs, expenses and liabilities of information technology services relating to the ongoing management of investments, and all other investment-related fees, costs, expenses and liabilities (to the extent not reimbursed by the relevant portfolio company);

(ii)

~~Control~~all ~~Positions~~fees, costs, expenses and liabilities related to any audits or agreed upon procedures, tax forms and return preparations and filings, custodian fees and expenses, fund accounting, administrator services, financial statement preparation and reporting, web services for the benefit of Unitholders, delivery costs and expenses in connection with reporting obligations and communications and compliance services;

(iii)

~~Risks~~all ~~Associated~~fees, ~~with~~costs, ~~Bankruptcy~~expenses and ~~Insolvency~~liabilities ~~Cases~~relating to insurance policies (including director and officer liability insurance) maintained by or for the Company, including in respect of Portfolio Investments and/or personnel of the Adviser, the Administrative Coordinator and their affiliates;

(iv)

~~assets~~other administrative fees, costs, and liabilities;

(v)

~~assurance~~all fees, costs, expenses and liabilities of brokers, transaction finders and other intermediaries, including brokerage commissions and spreads, and all other transaction-related fees, costs, expenses and liabilities, including reverse break-up fees;

(vi)

55all fees, costs, expenses and liabilities relating to derivatives and hedging transactions;

(vii)

~~Table~~all principal amounts of, ~~Contents~~and interest expense on, borrowings and guarantees, and all other fees, costs, expenses and liabilities arising out of borrowings and guarantees, including the arranging and maintenance thereof, whether incurred by the Company or incurred or facilitated by a special purpose vehicle that makes Portfolio Investments;

(viii)

~~relieved of paying pre-payment premiums~~ Management Fees and ~~may~~ incentive fees;

(ix)

~~During~~Administration the pendency of a bankruptcy case, an automatic stay will prevent all creditors from taking action against the debtor to foreclose on collateral or otherwise to collect on amounts owed to such creditors. Unless a creditor’s claim in such case is secured by assets having a value in excess of such claim, or the bankruptcy estate is determined to be solvent, no interest will be permitted to accrue and, therefore, a creditor’s return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors and confirmed by the bankruptcy court. Fees;

(x)

~~will allow a debtor-in-possession financing to receive~~all fees, costs, expenses and liabilities incurred through the use or engagement of Service Providers;

(xi)

~~liens that prime pre-existing~~all taxes, ~~valid liens.~~ fees, penalties and other governmental charges levied against the Company and all fees, costs, expenses, penalties and liabilities related to tax compliance;

(xii)

~~The~~all ~~administrative~~fees, costs, inexpenses ~~connection with a bankruptcy case are frequently high~~ and ~~will~~liabilities ~~generally be paid out~~ of the ~~debtor~~Company’s ~~estate~~legal ~~prior~~counsel torelated ~~any return~~ to ~~creditors~~extraordinary ~~(other than out of assets or proceeds thereof which are subject to valid and enforceable liens and other security interests) and equity holders. In addition~~matters, ~~certain~~including ~~unsecured~~expenses ~~claims~~for ~~that~~any ~~have~~dispute ~~priority~~resolution ~~by law over the claims of certain creditors~~ (~~for~~including ~~example,~~litigation ~~claims~~and ~~arising post~~regulatory-~~petition~~related ~~and~~legal ~~certain claims for taxes~~expenses) ~~may be quite high.~~ ;

U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Company’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. 61

against non-debtor thirdTable of Contents

(xiii)

~~other parties-in-interest~~ all fees, costs, expenses and liabilities relating to legal and regulatory filings, including securities law filings relating to Portfolio Investments;

(xiv)

~~Even~~all ~~if a class of claims is entitled to a recovery in a reorganization or liquidation proceeding~~fees, ~~such recovery could be in the form of instruments or interests different from the form of instrument or interest which formed the basis for the claim~~costs, ~~including~~expenses ~~debt~~and ~~securities,~~liabilities ~~equity~~related ~~securities, convertible securities, warrants, options, cash, interests in litigation claims or trusts formed~~ to ~~pursue such litigation claims, interests in liquidation trusts, or other property or interests, any of which could be illiquid and/or difficult to value. Furthermore,~~ the ~~terms~~Company’s ofindemnification ~~instruments~~ or ~~interests~~contribution ~~distributed in a bankruptcy or insolvency proceeding may differ from prevailing market terms for similar instruments or interests, and may have a market value of less than par.~~ obligations;

(xv)

56all fees, costs, expenses and liabilities for subscription services (to the extent such subscription is required by the general partner of the Access Fund);

(xvi)

~~Table~~any ofrequired ~~Contents~~regulatory filings and related legal fees;

(xvii)

~~part~~ all fees, costs, expenses and liabilities of ~~an in-court or out-of-court restructuring of an~~ liquidating the Company;

(xviii)

~~Contractual~~transfer ~~subordination~~agent ~~provisions~~services; ~~are enforceable when a borrower is in bankruptcy, as are most inter-creditor agreement terms. Furthermore, there are instances where creditors~~ and equity holders may lose their ranking and priority when they take over management and functional operating control of a debtor. In those cases where the Company, by virtue of such action, is found to exercise “domination and control” of a debtor, the Company may lose its priority if the debtor or other creditors can demonstrate that the debtor’s business was adversely impacted or other creditors and/or equity holders were harmed by improper or unfair actions of the Company, whether or not the Company is found to be a controlling party of the debtor. In addition, loans extended to a financially distressed borrower by an entity that owns an equity interest in the borrower may be reclassified as having been an equity capital contribution, rather than a debt obligation.

(xix)

~~Notwithstanding~~any ~~the~~other ~~corporate~~fees, ~~structure of various debtor entities~~costs, ~~such~~expenses ~~as special purpose entities created to hold assets~~ and toliabilities ~~structure~~not ~~for~~specifically ~~bankruptcy~~assumed ~~remoteness,~~by ~~such entities may, in certain cases, be consolidated in bankruptcy proceedings, which can affect~~ the ~~outcome~~Adviser ofor ~~such proceedings and~~ the ~~amounts~~Administrative ~~ultimately received by creditors~~Coordinator. ~~In addition, if a claim can be asserted against only a parent holding entity, such claim may be structurally subordinated to claims against a subsidiary entity that owns assets.~~

In addition, the aggregate amount of the operating expenses relating to Unitholders investing directly in the Company set forth in clauses (ii)-(iv) and the operating expenses included in sub-clauses (xiii) and (xvi) related to U.S. regulatory bodies above borne by the Company (directly or indirectly) will not exceed the Operating Expense Cap, calculated as follows: (A) if the Company has less than or equal to $400 million in Commitments, an amount equal to the sum of (x) the product of the Commitments and 0.0025 and (y) $1.25 million, or (B) if the Company has greater than $400 million in Commitments, $2.25 million. Any amount in excess of the Operating Expense Cap for any fiscal year will be paid by the Adviser. Solely by way of example, if Commitments equal $350 million, the Operating Expense Cap will be equal to $2.125 million. For the avoidance of doubt, the Operating Expense Cap will not apply to any fees, costs, expenses and liabilities allocable to persons investing indirectly in the Company through any Unitholder.

~~judicial~~Additionally, the Company will not bear the costs of any third-party valuation agent engaged solely for purposes of valuing the net asset value of the Company.

~~Lack~~The Adviser or Administrative Coordinator and/or their affiliates has advanced organizational and offering expenses to the Company, which include organizational fees, costs, expenses and liabilities of ~~Control~~the ~~over~~Company, ~~Investments~~including legal expenses, incurred in connection with the initial offering of Units and the formation and establishment of the Company. The Adviser or Administrative Coordinator (or such affiliate) has been reimbursed by the Company for such advanced costs and expenses in an amount not to exceed $0.5 million. Accordingly, $0.3 million of offering expenses were charged to capital and $0.1 million of organizational costs were expensed in 2019.

~~a non-controlling interest~~Macroeconomic Environment

~~A non-controlling~~ Credit markets showed resilience in 2023 in the face of persistent but declining inflationary pressures and higher interest rates. The U.S. economy grew during the year and central banks have postured toward lower interest rates. The year ended with uncertainties around the economy and geopolitical issues.

~~Control~~Portfolio and ~~Positions~~Investment Activity

ToDuring the ~~extent~~year ~~that~~ended ~~the~~December ~~Company~~31, ~~owns~~2023, awe ~~controlling~~invested ~~stake~~approximately in$111.3 ormillion isacross ~~deemed~~29 anportfolio ~~affiliate~~companies. ofThis acompares ~~particular company, it may also be subject~~ to ~~certain~~investing ~~additional~~approximately ~~bankruptcy~~$185.3 ormillion ~~securities~~across ~~laws~~45 ~~restrictions~~portfolio ~~that~~companies ~~could~~for ~~affect both~~ the ~~liquidity~~year ofended ~~the~~December ~~Company’s~~31, ~~interest~~2022. ~~and~~Investments ~~the~~sold ~~Company’s~~or ~~ability~~prepaid toduring ~~liquidate its interest without adversely impacting~~ the ~~price~~year ~~thereof,~~ended ~~including~~December ~~insider trading restrictions~~31, ~~the~~2023 ~~affiliate~~totaled ~~sale~~approximately ~~restrictions~~$220.6 ofmillion ~~Rule~~versus ~~144~~approximately ~~of the Securities Act and the disclosure requirements of Sections 13 and 16 of the 1934 Act~~$96.0 ~~Further,~~million tofor the ~~extent~~year ~~that~~ended ~~affiliates~~December ~~of the Company or the Adviser are subject to such restrictions~~31, ~~the Company, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the Company stands to benefit from such affiliate’s ownership~~2022.

57At December 31, 2023, our portfolio consisted of 44 portfolio companies and was invested 96.7% in senior secured loans and 3.3% in common equity/equity interests/warrants, in each case, measured at fair value versus 56 portfolio companies invested 100.0% in senior secured loans and 0.0% in common equity/equity interests/warrants, in each case, measured at fair value, at December 31, 2022.

~~Table~~At December 31, 2023, 96.4% of ~~Contents~~our income producing investment portfolio was floating rate and 3.6% was fixed rate, measured at fair value. At December 31, 2022, 97.3% of our income producing investment portfolio was floating rate and 2.7% was fixed rate, measured at fair value.

~~other limitations in non-U~~The investment period of the Company ended on December 31, 2022.~~S. jurisdictions where it~~

~~90-day~~62

FraudulentTable Conveyanceof and Preference ConsiderationsContents

~~Lender~~Critical ~~Liability Considerations and Equitable Subordination~~Accounting Policies

~~Lender~~The ~~Liability~~preparation ~~Considerations~~of consolidated financial statements and ~~Equitable~~related ~~Subordination~~disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other reasonably likely events or circumstances that would result in materially different amounts being reported.

~~Fraudulent~~Valuation ~~Conveyance~~of ~~and~~Portfolio ~~Preference Considerations~~Investments

~~unpaid creditor~~In December 2020, ~~a debtor~~ the SEC adopted Rule 2a-~~in-possession~~5 under the 1940 Act addressing fair valuation of fund investments. The rule sets forth requirements for good faith determinations of fair value, ~~a trustee~~ as well as for the performance of fair value determinations, including related oversight and reporting obligations. The rule also defines “readily available market quotations” for purposes of the definition of “value” under the 1940 Act, and the SEC noted that this definition will apply in all contexts under the 1940 Act. The Company complies with Rule 2a-5’s valuation requirements.

The ~~measure~~Company ofconducts ~~insolvency for purposes of~~ the ~~foregoing~~valuation ~~will vary. Generally, an issuer or obligor would be considered insolvent at a particular time if the sum~~ of its ~~debts were then greater than all of its property at a fair valuation~~assets, orpursuant ifto which the ~~present~~Company’s ~~fair~~net ~~saleable~~asset value ~~of its assets were less than~~ (the ~~amount~~“NAV”) ~~that~~is ~~would~~determined, beat ~~required~~all totimes ~~pay~~consistent ~~its~~with ~~probable~~GAAP ~~liabilities on its existing debts as they became absolute~~ and ~~matured. There can be no assurance as to what standard a court would apply in order to determine whether~~ the ~~issuer~~1940 orAct. ~~obligor~~The ~~was~~Board ~~“insolvent”~~will ~~after~~(1) ~~giving~~periodically ~~effect~~assess toand ~~the~~manage ~~incurrence~~valuation ofrisks; ~~the~~(2) ~~indebtedness~~establish and~~/or~~ ~~the~~apply ~~granting~~fair ofvalue ~~any~~methodologies; ~~security~~(3) ~~interest~~test orfair ~~other~~value ~~lien~~methodologies; or(4) ~~that,~~oversee ~~regardless~~and ofevaluate ~~the~~third-party ~~method~~pricing ~~of valuation~~services, aas ~~court~~applicable; ~~would~~(5) ~~not~~oversee ~~determine that~~ the ~~issuer~~reporting ~~was~~required ~~“insolvent”~~by ~~upon~~Rule ~~giving~~2a-5 ~~effect~~under tothe ~~such~~1940 ~~incurrence~~Act; ~~of indebtedness~~ and~~/or~~ ~~grant~~(6) ofmaintain ~~security~~recordkeeping ~~interests~~requirements orunder ~~other~~Rule ~~lien~~2a-5.

~~The~~It ~~Company~~is ~~may~~anticipated ~~invest~~that in ~~bank~~respect ~~debt~~of ormany ~~other~~of ~~indebtedness~~the ~~issued~~Company’s byassets, areadily ~~borrower~~available ~~which~~market isquotations ~~guaranteed~~will bynot ~~other~~be ~~entities~~obtainable ~~within~~and ~~the~~that ~~borrower’s~~such ~~corporate~~assets ~~family~~will be valued at fair value. InA ~~such~~market ~~circumstances,~~quotation ~~the~~is ~~borrower~~readily ~~often~~available ~~has~~for ~~little~~a orsecurity noonly ~~assets~~when ~~other~~that ~~than~~quotation is a quoted price (unadjusted) in active markets for identical investments that the ~~stock~~Company ofcan ~~its~~access ~~subsidiaries~~at ~~and~~the measurement date, asprovided that a ~~result,~~quotation ~~any~~will ~~recovery~~not isbe ~~often~~readily available ~~only,~~ if atit ~~all,~~is ~~from~~not reliable. If the ~~entities~~Company ~~that~~anticipates ~~guaranteed~~using ~~the~~a ~~indebtedness.~~market ~~There~~quotation isfor a ~~risk~~security, ~~however,~~it will also monitor for circumstances that may necessitate the ~~obligations~~use of ~~such~~fair ~~guarantors~~value, ~~and~~such ~~any~~as ~~security~~significant ~~interests~~events orthat ~~other~~may ~~liens~~cause ~~issued~~concern byover the ~~guarantors~~reliability of a market quotation.

58For purposes of calculating the NAV, the Company’s assets will generally be valued as described in Note 2(b) to the Company’s Consolidated Financial Statements.

~~Table of Contents~~Leverage

~~eliminated~~The Company is required to comply with the asset coverage requirements of the 1940 Act. The Company expects to employ leverage and otherwise incur indebtedness with respect to the portfolio both on a recourse and non-recourse basis (including and potentially through guarantees, derivatives, forward commitments and reverse repurchase agreements), but will not exceed the maximum amount permitted by the 1940 Act. The Company is generally permitted, under specified conditions, to issue senior securities in amounts such that the Company’s asset coverage, as ~~so-called “savings clauses~~ defined in the 1940 Act,” is at least equal to 150% immediately after such issuance. In connection with the organization of the Company, the Adviser, as the initial Unitholder, has authorized the Company to adopt the 150% asset coverage ratio as of August 2, 2018. In connection with their subscriptions of the Units, our Unitholders were required to acknowledge our ability to operate with an asset coverage ratio that may be as low as 150%. The Company will be exposed to the risks of leverage, which may be considered a speculative investment technique. The use of leverage magnifies the potential for gain and loss on amounts invested and therefore increases the risks associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase in the management fee payable to the Adviser will be borne by our Unitholders. As of December 31, 2023, the Company held $170.8 million of senior securities, for an asset coverage ratio of 257.1%.

IfTaxation aas ~~transaction is found to have been~~ a ~~fraudulent~~Regulated ~~conveyance,~~Investment ~~the~~Company transferee may be compelled to return the value of the assets transferred as of the time of the transfer, even if the then current value is substantially less. In addition, unless the transferee is deemed to be a (“~~good faith~~RIC” ~~transferee, the return of the asset may not even provide for the compensation back to the transferee of the value paid to the transferor.~~ )

InThe ~~addition,~~Company inelected ~~the~~to ~~event~~be treated as a RIC under Subchapter M of the ~~insolvency~~Code (and intends to qualify for taxation as ~~determined~~a byRIC annually. As a ~~court~~RIC, ~~based~~the Company generally will not pay corporate-level U.S. federal income taxes on ~~the~~any ~~law~~ordinary ofincome ~~the~~or ~~jurisdiction~~capital ~~which~~gains isthat ~~being~~it ~~applied)~~timely ofdistributes anto ~~issuer~~Unitholders ofas adividends. ~~Portfolio~~In ~~Investment,~~order ~~payments~~to ~~made~~qualify onfor taxation as a RIC, the Company’s ~~Portfolio~~is ~~Investment~~required, oramong ~~new~~other ~~liens~~things, ~~granted~~to be diversified at each quarter end and to timely distribute to its Unitholders at least 90% of investment company taxable income, ~~could~~as defined by the Code, for each year. There is no guarantee the Company will be ~~subject~~able to ~~avoidance~~maintain its status as a ~~“preference”~~RIC. ifDepending ~~made~~on ~~within~~the level of taxable income earned in a ~~certain~~given ~~period~~tax ofyear, ~~time~~the ~~(which~~Company may bechoose asto ~~long~~carry forward taxable income in excess of current year distributions into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such income, as ~~one~~required. To the extent that the Company determines that its estimated current year) ~~before~~annual ~~insolvency~~taxable income will be in excess of estimated current year distributions, ~~depending~~the Company will accrue an estimated excise tax, if any, on aestimated ~~number~~excess oftaxable ~~factors~~income.

In general, if payments on a Company’s Portfolio Investment are avoidable, whether as a fraudulent conveyance or preference, such payments can be recaptured either from the initial recipient (such as the Company) or from subsequent transferees of such payments, including Unitholders. Additionally, if the grant of a security interest or other lien is avoidable, whether as a fraudulent conveyance or preference, the value of the security interest or other lien can be recovered from the initial transferee or the entity for whose benefit such transfer was made (such as the Company), and such recovery could include the diminution in value of the property which was subject to the security interest or other lien from the date of transfer. 63

ThereTable can be no assurance that a successful cause of action for fraudulent conveyance or preference will not occur, or as to whether any fund, lending institution or other party from which the Company may directly or indirectly acquire a Portfolio Investment engaged in any conduct to give rise to such causes of action, and if it did, as to whether such causes of action could be asserted against the Company and/or the Unitholders. Contents

~~Portfolio~~Recent ~~Investment Risk~~Accounting Pronouncements

~~and non-U~~None.~~S. statutory and regulatory~~

~~There~~Results ~~can be no assurance that a Portfolio Investment’s management team will be able to operate such Portfolio Investment successfully. In addition, instances~~ of fraud or other illegal practices committed by the management team of a Portfolio Investment may undermine the Company’s investment in such Portfolio Investment and the Company may suffer losses. Additionally, Portfolio Investments need to attract, retain and develop executives and members of their management teams. There can be no assurance that a Portfolio Investment will be able to attract and develop suitable members of its management team, which may adversely affect the Company. Operations

59Results are shown for the fiscal years ended December 31, 2023 and December 31, 2022. Results for the fiscal period ended December 31, 2021 can be found in Item 7 of the Company’s report on Form 10-K filed on February 28, 2023, which is incorporated by reference herein.

~~Table~~Investment ~~of Contents~~Income

~~Zero-Coupon~~For ~~Bonds~~the fiscal years ended December 31, ~~Deferred~~2023 ~~Interest~~and ~~Rate~~2022, ~~Bonds~~gross investment income totaled $61.0 million and $45.2 million, respectively. The comparative increase in gross investment income is due to higher SOFR.

~~and~~Expenses

~~Payment~~Expenses totaled $32.4 million and $24.9 million, respectively, for the fiscal years ended December 31, 2023 and December 31, 2022, of which $8.2 million and $7.8 million, respectively, were management, incentive and administration fees and $23.1 million and $16.3 million, respectively, were interest and other credit facility expenses. Other general and administrative expenses totaled $1.1 million and $0.9 million, respectively, for the fiscal years ended December 31, 2023 and 2022. Expenses generally consist of management fees, administration fees, performance-~~In-Kind~~based incentive fees, administrative services expenses, insurance, legal expenses, directors’ fees and expenses, audit and tax expenses and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and financing costs, if any, among others. The comparative increase in expenses is generally due to higher interest expense from an increase in SOFR.

~~Securities~~Net Investment Income

~~such non-cash~~ The Company’s net investment income totaled $28.6 million and $20.3 million, or $1.16 and $1.11 per average unit, respectively, for the fiscal years ended December 31, 2023 and 2022.

•Net ~~The~~Realized ~~interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan;~~Gain

• The ~~interest~~Company ~~rates~~had oninvestment ~~PIK~~sales ~~loans~~and ~~are~~prepayments ~~higher~~totaling toapproximately ~~reflect~~$221 ~~the~~million ~~time-value~~and of$96 ~~money~~million, onrespectively, ~~deferred~~for ~~interest~~the ~~payments~~fiscal years ended December 31, 2023 and 2022. Net realized gains over the ~~higher~~same ~~credit~~period ~~risk~~totaled of$0.08 ~~borrowers~~million ~~who~~and ~~may~~$0.01 ~~need~~million, respectively. Realized gains for both periods were related to ~~defer~~the ~~interest~~sale ~~payments;~~of selected assets.

•Net ~~PIK~~Change ~~instruments~~in ~~may~~Unrealized ~~have~~Gain ~~unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral;~~(Loss)

•For Anthe ~~election~~fiscal toyears ~~defer~~ended ~~PIK~~December ~~income~~31, ~~payments~~2023 byand ~~adding~~2022, ~~them~~net tochange ~~principal~~in ~~increases~~unrealized gain (loss) on the Company’s ~~gross~~investments ~~assets~~totaled ($9.0) million and $0.2 million, ~~thus~~respectively. Net unrealized loss for the fiscal year ended December 31, ~~increases~~2023 ~~future~~is ~~base~~primarily ~~fees~~due to ~~the~~depreciation ~~Adviser~~on our investments in SLR-AMI Topco Blocker, LLC (f/k/a AmeriMark), TAUC Management, LLC and Peter C. Foy & Associates Insurance Services, ~~because~~LLC, ~~income~~among ~~payments~~others, ~~will~~partially ~~then~~offset beby ~~payable~~the reversal of previously recorded unrealized depreciation on aour ~~larger~~investments ~~principal~~in ~~amount~~World Insurance Associates, LLC and appreciation on our investments in iCIMS, Inc. and Pinnacle Treatment Centers, Inc., among others. Net unrealized gain for the ~~PIK~~fiscal ~~election~~year ~~also~~ended ~~increases~~December 31, 2022 is primarily due to appreciation on our investments in Apex Service Partners, Ivy Fertility Services, LLC and ACRES Commercial Mortgage, LLC, among others, partially offset by the ~~Adviser’s~~reversal ~~future~~of ~~income~~previously ~~incentive~~recorded ~~fees~~unrealized atappreciation aon ~~compounding~~our ~~rate;~~investments in World Insurance Associates, LLC and Amerimark Holdings, LLC, among others.

•Net ~~Market~~Increase ~~prices~~in ofUnitholders’ ~~OID~~Capital ~~instruments~~Resulting From ~~are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash;~~Operations

•For ~~The~~the ~~deferral~~fiscal ofyears ~~interest~~ended onDecember a31, ~~PIK~~2023 ~~loan~~and ~~increases~~2022, ~~its~~the ~~loan-to-value~~Company ~~ratio,~~had ~~which~~a isnet aincrease ~~measure~~in unitholders’ capital resulting from operations of $19.6 million and $20.4 million, respectively. For the ~~riskiness~~same ofperiods, aincome ~~loan;~~per average unit was $0.80 and $1.12, respectively.

•Financial Condition, Liquidity and ~~OID~~Capital ~~creates the risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.~~Resources

~~Money~~Our ~~Market~~primary uses of cash are for (i) investments in portfolio companies and ~~Other~~other ~~Liquid~~investments ~~Instruments~~to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying the Adviser), (iii) debt service of any borrowings, and (iv) cash distributions to our Unitholders.

Among other liquid investments, the Company may invest cash, pending investment, reinvestment or distribution thereof or in connection with the maintenance of reserves, in money fund products offered from time to time by its Custodian, including the use of bank “sweep” short-term offerings. 64

60Table of Contents

~~Table of Contents~~Equity

~~Pooled~~During ~~Investment~~the ~~Vehicles~~period March 12, 2019 (commencement of operations) to December 31, 2023, on a net basis, the Company sold and ~~Pass-through~~issued ~~Entities~~26,710,775 Units at an average price of $10.40 per Unit, for net proceeds of $277.8 million. All of our outstanding Units were issued and sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act. Unfunded equity capital commitments totaled $48.2 million at December 31, 2023.

~~and closed-end companies)~~Debt

URevolving credit facility due August 2024 (the “SPV Facility”)—On February 27, 2019, the Company, through its wholly-owned subsidiary, SCP Private Credit Income BDC SPV LLC (the “SPV”), entered into a $100 million SPV Facility with JPMorgan Chase Bank, N.SA. ~~Government~~acting as administrative agent. Effective with the latest amendment dated October 20, 2023, the stated interest rate on the SPV Facility is SOFR plus 2.70% with no floor requirement and ~~Agency~~the ~~Securities~~current final maturity date is August 15, 2024. Maximum commitments are $261.4 million and future advances are no longer permitted. The SPV Facility is secured by all of the assets held by SPV. Under the terms of the SPV Facility, the Company and SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SPV also includes usual and customary events of default for credit facilities of this nature. As of December 31, 2023, there were $170.8 million of borrowings outstanding under the SPV Facility.

~~Restricted~~Revolving ~~Securities~~credit facility due December 2024 (the “Subscription Facility”)—During the first quarter of 2019, the Company established the $35.0 million Subscription Facility with East West Bank. Effective with the latest amendment dated December 22, 2023, the facility size is now $32.0 million with a stated interest rate of SOFR plus 2.95%. and a maturity date of December 31, 2024. Under the terms of the Subscription Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Subscription Facility also includes usual and customary events of default for credit facilities of this nature. As of December 31, 2023, there were no borrowings outstanding under the Subscription Facility.

InCash addition, a debtor in a reorganization case may be granted a trading restriction order by a bankruptcy court in order to protect such debtor’s net operating losses (a “NOL Order”). Such an order may prohibit or severely restrict the ability of some creditors to sell their claims and interests in the debtor. The Company’s ability to transfer its interests in such a debtor may be impaired, delayed or prohibited as a consequence of a NOL Order. The Company may also incur added expenses if it attempts to challenge or limit the scope of a NOL Order, and such an attempt may not be successful. Similarly, issuers with net operating losses sometimes adopt Unitholder rights plans or similar arrangements in order to preserve the ability to utilize such net operating losses in the future; any such actions could also limit or otherwise adversely impact the Company’s ability to transfer or dispose of its interests in any such issuer. Equivalents

~~Risks~~We ~~Related~~deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to ~~Disposition~~time, including at or near the end of ~~Investments~~each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held no cash equivalents at December 31, 2023.

~~Company~~Contractual Obligations

~~Risks~~We ~~Relating~~have entered into certain contracts under which we have material future commitments. We have entered into the Investment Management Agreement with the Adviser in accordance with the 1940 Act. Under the Investment Management Agreement, the Company will pay the Adviser the Management Fee and the Incentive Fee, and the Administrative Coordinator the Administration Fee. Under the Investment Management Agreement, the Administrative Coordinator may engage or delegate certain administrative functions to ~~Bank~~third ~~Loans~~parties or affiliates on behalf of the Company. The Administrative Coordinator will be responsible for all expenses of its own staff responsible for (i) certain on-going, routine, non-investment-related administrative services for the Company, (ii) the coordination of various third party services needed or required by the Company, and ~~Corporate~~(iii) ~~Loans~~certain Unitholder servicing functions.

structures


	Payments due by Period as of December 31, 2023 (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Credit facilities (1)	$	170.8	$	170.8	$	—	$	—	$	—

~~Item 1B. Unresolved Staff Comments~~ 65

None.Table of Contents

(1)

61At December 31, 2023, we had a total of $32.0 million of unused borrowing capacity under our credit facilities, subject to borrowing base limits.

~~Table~~If any of ~~Contents~~the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under the Investment Management Agreement. Any new investment advisory agreement would also be subject to approval by our Unitholders.

~~Item 2. Properties~~ 66

OurTable executive offices are located at 500 Park Avenue, New York, New York 10022, and are provided by SLR in accordance with the terms of the Investment Management Agreement. We believe that our office facilities are suitable and adequate for our business as it is presently conducted. Contents

~~Item 3.~~Off-Balance ~~Legal~~Sheet ~~Proceedings~~ Arrangements

~~Neither~~From ~~we nor our subsidiaries are currently subject~~ time-to-time ~~any~~and ~~material~~in ~~legal~~the ~~proceedings,~~normal ~~nor,~~course toof ~~our knowledge~~business, isthe ~~any~~Company ~~material~~may ~~legal~~make ~~proceeding~~unfunded ~~threatened~~capital ~~against~~commitments usto current or ~~our~~prospective ~~subsidiaries~~portfolio companies. ~~From time to time~~Typically, wethe orCompany ~~our subsidiaries~~ may beagree ~~a party~~ to ~~certain~~provide ~~legal~~delayed-draw ~~proceedings~~term inloans ~~the~~or, ~~ordinary~~to ~~course~~a oflesser ~~business~~extent, ~~including~~revolving ~~proceedings~~loan ~~relating~~or toequity ~~the~~commitments. ~~enforcement~~These ofunfunded ~~our~~capital ~~rights~~commitments ~~under~~always ~~contracts~~take ~~with~~into ~~our~~account ~~portfolio~~the ~~companies.~~Company’s ~~Our~~liquidity ~~business~~and iscash ~~also~~available ~~subject~~for ~~to extensive regulation~~investment, ~~which~~portfolio ~~may~~and ~~result~~issuer indiversification, ~~regulatory~~and ~~proceedings~~other ~~against us~~considerations. ~~While~~Accordingly, the ~~outcome~~Company ofhad ~~these~~the ~~legal~~following orunfunded ~~regulatory~~capital ~~proceedings~~commitments ~~cannot~~at beDecember ~~predicted with certainty~~31, we2023 doand ~~not~~December ~~expect~~31, ~~that~~2022, ~~these proceedings will have a material effect upon our financial condition or results of operations.~~ respectively:

Item 4. Mine Safety Disclosures


	December 31, 2023		December 31, 2022
(in millions)
iCIMS, Inc.	$	2.3	$	3.9
High Street Buyer, Inc.		1.9		2.8
RxSense Holdings, LLC		1.6		1.6
Nexus Intermediate III, LLC (Vortex)		1.3		1.3
Kid Distro Holdings, LLC		1.1		1.1
GSM Acquisition Corp.		1.1		1.1
Foundation Consumer Brands, LLC		1.0		1.0
Basic Fun, Inc.		0.9		1.2
Ultimate Baked Goods Midco LLC		0.7		0.6
ENS Holdings III Corp. & ES Opco USA LLC		0.7		0.2
Kaseya, Inc.		0.6		1.3
SunMed Group Holdings, LLC		0.5		0.2
Vessco Midco Holdings, LLC		0.4		5.0
TAUC Management, LLC

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