UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

TICC Capital Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, Connecticut 06830

May 5, 2014September 3, 2015

Dear Stockholder:

You are cordially invited to attend the 2014 AnnualSpecial Meeting of Stockholders (the “Special Meeting”) of TICC Capital Corp. (the “Company”) to be held on June 11, 2014October 27, 2015 at 10:00 a.m., Eastern Time, at the Company’s corporate headquartersoffices of Sutherland Asbill & Brennan LLP located at 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.1114 Avenue of the Americas, 40th Floor, New York, New York 10036.

The noticemembers of annual meetingTICC Management, LLC (the “Adviser”), the investment adviser to the Company, have entered into a purchase agreement with an affiliate of Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). The Transaction would result in a change in control of the Adviser, and proxy statementas a result, an assignment and subsequent termination of the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”).

The stockholders of the Company are being asked to approve a new investment advisory agreement between the Company and the Adviser (the “New Advisory Agreement”). As described in the accompanying this letter provideProxy Statement, all material terms of the Existing Advisory Agreement and the New Advisory Agreement will remain unchanged except for a decrease in the base management fee payable under the New Advisory Agreement. The 1940 Act requires that a new investment advisory agreement be approved by both a majority of an outlineinvestment company’s “non-interested” directors and “a majority of the outstanding voting securities,” as such terms are defined under the 1940 Act.The Company’s Board of Directors, including a majority of non-interested directors, has approved the New Advisory Agreement and believes it to be in the best interests of the Company and its stockholders. If approved by the required majority of the Company’s stockholders, the New Advisory Agreement will become effective upon the closing of the Transaction, which is expected to occur as soon as practicable following the Special Meeting. This proposal is explained more fully in the attached Proxy Statement.

In addition, the Company’s stockholders are being asked to vote on the election of the six director nominees named in the accompanying Proxy Statement. At the closing of the Transaction, the Company’s two current interested directors, Jonathan H. Cohen and Charles M. Royce, would resign from the Board of Directors and would be replaced by two interested directors affiliated with BSP if they are elected at the Special Meeting. As a result, upon the closing of the Transaction, the Company’s Board of Directors would consist of seven non-interested directors and two interested directors. Therefore, the Company would satisfy the 75% non-interested director requirement under Section 15(f) of the 1940 Act upon the closing of the Transaction. For additional information regarding whether the parties to the Transaction will satisfy the other requirements of Section 15(f) of the 1940 Act, please see the attached Proxy Statement. In addition, upon the consummation of the Transaction, the executive officers of the Company and the investment committee of the Adviser will resign and will be replaced with certain individuals affiliated with BSP.

Following the completion of the Transaction, the Company’s name will change to Benefit Street Capital Corp. and the Company will continue to be a business development company, however, you will still own the same amount and type of shares in the same Company. The shares of common stock of the Company will continue to be listed on the NASDAQ Global Select Market, although the ticker symbol will change upon the change in the name of the Company to Benefit Street Capital Corp. Further details regarding the business to be conducted at the meeting. At the meeting, you will be asked to: (i) elect two directors of the Company; and (ii) approve a proposal to authorize the Company to sell shares of its common stock at a price or prices below the Company’s then current net asset value per share in one orSpecial Meeting are more offerings, in each case subject to the approval of its board of directors and compliance with the conditions set forthfully described in the proxy statement pertaining thereto (including, without limitation, that the numberaccompanying Notice of shares issued does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such offering).Special Meeting and Proxy Statement.

It is important that your shares be represented at the annual meeting.Special Meeting. If you are unable to attend the meetingSpecial Meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, vote your shares by telephone, or vote via the Internet. Your vote is important.

		Sincerely yours,
		Jonathan H. Cohen Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the AnnualSpecial Meeting of Stockholders
to Be Held on June 11, 2014.October 27, 2015.

Our proxy statement and annual report on Form 10-K forrelating to the year ended December 31, 2013 areSpecial Meeting is available on the Internet athttp://ticc.com/proxywww.edocumentview.com/TICC.

The following information applicable to the AnnualSpecial Meeting may be found in the proxy statement and accompanying proxy card:

TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, Connecticut 06830
(203) 983-5275

 

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2014OCTOBER 27, 2015

 

To the Stockholders of TICC Capital Corp.:

The 2014 AnnualSpecial Meeting of Stockholders (the “Special Meeting”) of TICC Capital Corp. (the “Company”) will be held at the Company’s corporate headquartersoffices of Sutherland Asbill & Brennan LLP located at 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 068301114 Avenue of the Americas, 40th Floor, New York, New York 10036 on June 11, 2014,October 27, 2015, at 10:00 a.m., Eastern Time, for the following purposes:

As discussed in more detail in the enclosed Proxy Statement, the members of TICC Management, LLC (the “Adviser”), the investment adviser to the Company, have entered into a purchase agreement with an affiliate of Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). The Transaction will result in a change in control of the Adviser, and as a result, an assignment and subsequent termination of the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). The stockholders of the Company are being asked to approve a new investment advisory agreement between the Company and the Adviser (the “New Advisory Agreement”) and to elect six director nominees named in the Proxy Statement.

In full, the Special Meeting of Stockholders is being held for the following purposes:

THE BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 3 AND “FOR” EACH OF THE DIRECTOR NOMINEES DESCRIBED IN PROPOSAL 2.

Each proposal is discussed in greater detail in the enclosed Proxy Statement. You have the right to receive notice of and to vote at the meetingSpecial Meeting if you were a stockholder of record at the close of business on April 28, 2014.August 31, 2015. Whether or not you expect to be present in person at the meeting, please sign the enclosed proxy and return it promptly in the self-addressed envelope provided, or registersubmit your vote by calling toll free at the telephone number indicated on the enclosed proxy card, or submit your vote through the Internet.Internet website of our proxy tabulator atwww.envisionreports.com/TICC, as indicated on the proxy card. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the annual meeting,Special Meeting, the annual meetingSpecial Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

By Order of the Board of Directors,

Saul B. Rosenthal
President

		By Order of the Board of Directors,
		Patrick F. Conroy Corporate Secretary

Greenwich, Connecticut
May 5, 2014September 3, 2015

This is an important meeting. To ensure proper representation at the meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, vote your shares by telephone, or vote via the Internet. Even if you vote your shares prior to the meeting,Special Meeting, you still may attend the meeting and vote your shares in person.

If you have any questions about the special meeting or the New Advisory Agreement after reading the accompanying proxy statement, please contact our proxy solicitor, Okapi Partners LLC:

Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, New York

Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.com

GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Q20: May I revoke my proxy?

Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, New York

Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.com

TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, Connecticut 06830
(203) 983-5275

 

PROXY STATEMENT
2014 AnnualSpecial Meeting of Stockholders

 

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of TICC Capital Corp. (the “Company,” “TICC,” “we,” “us” or “our”) for use at the Company’s 2014 AnnualSpecial Meeting of Stockholders (the “Annual“Special Meeting”) to be held on June 11, 2014,October 27, 2015, at 10:00 a.m., Eastern Time, at the Company’s corporate headquartersoffices of Sutherland Asbill & Brennan LLP located at 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830,1114 Avenue of the Americas, 40th Floor, New York, New York 10036, and at any postponements or adjournments thereof. This Proxy Statement and the accompanying proxy card and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 are first being sent to stockholders on or about May 5, 2014.September 3, 2015. This Proxy Statement is also available on the proxy tabulator’s website atwww.edocumentview.com/TICC.

We encourage you to vote your shares, either by voting in person at the AnnualSpecial Meeting or by granting a proxy(i.e.,authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card, or otherwise provide voting instructions, either via the Internet or by telephone, and the Company receives it in time for the AnnualSpecial Meeting, the persons named as proxies will vote the shares registered directly in your name in the manner that you specified.If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nomineenominees as directordirectors and FOR the other matters listed in the accompanying Notice of AnnualSpecial Meeting of Stockholders.

If you are a “stockholder of record”(i.e.,you hold shares directly in your name), you may revoke a proxy at any time before it is exercised by notifying the proxy tabulator, Broadridge Financial Solutions, Inc. (“Broadridge”), in writing, by submitting a properly executed, later-dated proxy, or by voting in person at the Annual Meeting. Please send your notification to TICC Capital Corp., c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717, and submit a properly executed, later-dated proxy or vote in person at the Annual Meeting. Any stockholder of record attending the Annual Meeting may vote in person whether or not he or she has previously voted his or her shares. If your shares are held for your account byregistered in the name of a broker, bank or other institution or nominee (“Broker Shares”),brokerage firm, you may be eligible to vote suchyour shares at the Annual Meeting only if you obtain proper written authority from your institution or nominee and present it at the Annual Meeting. All of our directors are encouraged to attend the Annual Meeting. Three of our directors attended our 2013 Annual Meeting.

Stockholders of record may also vote eitherelectronically via the Internet or by telephone. Specific instructionstelephone through our proxy tabulator, Computershare Investor Services (“Computershare”), who coordinates proxy delivery and voting for these banks and brokerage firms. If your shares are registered in the name of a bank or brokerage firm, you will receive a copy of this Proxy Statement, either by paper or electronically, from Computershare and will have the opportunity to be followed by stockholders of record interested in votingvote via the Internet or theby telephone are shown on the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.through Computershare.

Purpose of Meeting

At the AnnualSpecial Meeting, you will be asked to vote on the following proposals:

Quorum Required

A quorum must be present at the AnnualSpecial Meeting for any business to be conducted. The presence at the AnnualSpecial Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record dateRecord Date will constitute a quorum. Abstentions will be treated as shares present for quorum purposes. Broker Shares for which the nominee hasSince banks, brokerage firms or other nominees do not receivedhave discretion to vote on non-routine matters such as Proposals 1, 2 and 3, if you do not provide voting instructions fromto your bank, brokerage firm or other nominee, your shares will not be voted at the record holderSpecial Meeting and doeswill not have discretionary authoritybe counted as present for purposes of meeting the quorum requirement. As of the Record Date, there were 59,987,986 shares of the Company’s common stock outstanding and entitled to vote thereon. Thus, 29,993,994 shares must be represented by stockholders present at the shares on certain proposals (which are considered “Broker Non-Votes” with respectSpecial Meeting or by proxy to such proposals) will be treated as shares present forhave quorum purposes.

If a quorum is not present at the AnnualSpecial Meeting, the stockholders who are represented at the Special Meeting may adjourn the AnnualSpecial Meeting until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Submitting Voting Instructions for Shares Held Through a Bank, Brokerage Firm or Other Nominee

If you hold your shares through a bank, brokerage firm or other nominee, you must follow the voting instructions you receive from your bank, brokerage firm or other nominee. If you hold shares through a bank, brokerage firm or other nominee and you want to vote in person at the Special Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Special Meeting. If you do not vote in person at the Special Meeting or submit voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via the Internet or by telephone through our proxy tabulator, Computershare, who coordinates proxy delivery and voting for these banks and brokerage firms. If your shares are registered in the name of a bank or brokerage firm, you will receive a copy of this Proxy Statement, either by paper or electronically, from Computershare and will have the opportunity to vote via the Internet or by telephone through Computershare.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of shares of common stock, you may authorize a proxy to vote on your behalf, as described on the enclosed proxy card. Authorizing your proxy will not limit your right to vote in person at the Special Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxy holder will vote your shares according to the Board of Directors’s recommendations. You may return the enclosed proxy card by mail in the enclosed, self-addressed envelope, or you may vote your shares by calling toll free at 1-800-652-8683 or through the Internet website of our proxy tabulator atwww.envisionreports.com/TICC, as indicated on the proxy card.

Revoking Your Proxy

If you are a stockholder of record, you can revoke your proxy at any time before it is exercised by:

If you require assistance with voting proxy or have any questions about the special meeting, please contact our proxy solicitor, Okapi Partners LLC, toll-free at (877) 566-1922.

If you hold shares of common stock through a broker, bank or other nominee, you must follow the instructions you receive from your broker, bank or other nominee in order to revoke your voting instructions. Attending the Special Meeting does not revoke your proxy unless you also vote in person at the Special Meeting.

Vote Required

ElectionApproval of Directorsthe New Advisory Agreement.  Approval of the New Advisory Agreement requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the Investment Company Act of 1940, as amended (the “1940 Act”). The election of a director requiresSince the Company’s only voting securities are common stock, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding shares of common stock. Stockholdersstock entitled to vote at the Special Meeting is required to approve the New Advisory Agreement. For purposes of approval of the New Advisory Agreement, “a majority of outstanding shares of common stock” is the lesser of: (i) 67% or more of the shares of common stock present at the Special Meeting if the holders of more than 50% of the outstanding common stock are present or represented by proxy; or (ii) more than 50% of our outstanding shares of common stock as of the Record Date. Abstentions will have the effect of a vote against the New Advisory Agreement. Since banks, brokerage firms or other nominees do not have discretion to vote on non-routine matters such as the approval of the New Advisory Agreement, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Election of Directors.  The election of a director requires a plurality of all the votes cast either in person or by proxy at the Special Meeting (i.e., the director nominees receiving the greatest number of votes cast for each of the director positions being voted upon). Each share entitled to vote may be voted for as many persons as there are directors to be elected. However, stockholders may not cumulate their votes. If you vote “Withhold Authority” with respect to eithera director nominee, your shares will not be voted with respect to the person indicated. Because directors are elected by a majorityplurality of all votes cast, abstentions will have no effect on the election of directors.

Adjournment of Special Meeting.  Approval of the outstanding shares, abstentions and Broker Non-Votes will have the effect of a vote against this proposal.

Approval of a Proposal to Authorize the Company to Sell Shares of its Common Stock at a Price or Prices Below the Company’s then Current Net Asset Value Per Share in One or More Offerings, in Each Case Subject to the Approval of its Board of Directors and Compliance with the Conditions Set Forth in the Proxy Statement (Including, Without Limitation, that the Number of Shares Issued Does Not Exceed 25%adjournment of the Company’s then Outstanding Common Stock Immediately PriorSpecial Meeting, if necessary or appropriate, to Each Such Offering).  Thesolicit additional proxies, requires the affirmative vote of (1)the holders of a majority of the outstanding shares of common stock entitled to votevotes cast at the Annual Meeting; and (2) a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting that are not held by affiliated persons of the Company, which includes directors, officers, employees, and 5% stockholders, is required to approve this proposal. For purposes of this proposal, the Investment Company Act of 1940, as amended (the “1940 Act”), defines “a majority of the outstanding shares” as: (1) 67% or more of the voting securities present at the Annual Meeting if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Company, whichever is the less.Special Meeting. Abstentions and Broker Non-Votes will have the effect of a vote against this proposal.

Additional Solicitation.If there are not enough votes to approve any proposals at the Annual Meeting,New Advisory Agreement or to elect the director nominees, a majority of the stockholders who are represented may adjourn the AnnualSpecial Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against the proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Also, a stockholder vote may be taken on onethe election of directors or more ofto approve the proposals in this Proxy StatementNew Advisory Agreement prior to any such adjournment if there are sufficient votes for approval thereof.of such election of directors or the New Advisory Agreement.

Information Regarding This Solicitation

The Company will not bear any expenses in connection with the solicitation of proxies for the Special Meeting, but rather BSP and the owners of the Adviser will equally bear the expense of the solicitation of proxies for the AnnualSpecial Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of AnnualSpecial Meeting of Stockholders, and proxy card. We have requested that brokers, nominees, fiduciariesbanks, brokerage firms and other personsnominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. WeBSP and the Adviser will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by the use of the mails,mail, proxies may be solicited in person andand/or by telephone or facsimile transmission by directors, officers or employees of the Company (without specialand/or officers or employees of the Adviser. The Adviser and BDC Partners, the Company’s administrator, are both located at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830. No additional compensation therefor). Thewill be paid to directors, officers or regular employees of the Company, the Adviser or BDC Partners for such services. BDC Partners, on behalf of BSP and the Adviser, has also retained Georgeson Inc.Okapi Partners LLC to assist in the solicitation of proxies for a fee of approximately $85,000$140,000 plus reimbursement of certain out of pocket expenses.

Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised.

Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to the Company’s proxy tabulator.tabulator, TICC Capital Corp., c/o Computershare, 250 Royall Street, Canton, MA 02021 prior to 9:00 a.m., Eastern Time, on October 26, 2015, or submitted by calling toll free at 1-800-652-8683 or through the Internet website of our proxy tabulator atwww.envisionreview.com/TICC, prior to 9:00 a.m., Eastern Time, on October 26, 2015.

The principalPreliminary voting results will be announced at the Special Meeting. Final voting results will be published in a current report on Form 8-K within four business addressdays from the date of both our investment adviser, TICC Management, LLC (“TICC Management”) and our administrator, BDC Partners, LLC (“BDC Partners”), is 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830.the Special Meeting.

Security Ownership of Certain Beneficial Owners and Management

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

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. OurThe Company’s current address is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.

Name and Address of Beneficial Owner		Number of Shares Owned Beneficially(1)				Percentage of Class(2)
Interested Directors
Jonathan H. Cohen(3)			310,293				*
Charles M. Royce			433,959				*
Independent Directors
Steven P. Novak			14,474				*
G. Peter O’Brien			67,810				*
Tonia L. Pankopf			11,172				*
Executive Officers
Saul B. Rosenthal(3)			107,430				*
Patrick F. Conroy			54,984				*
Executive officers and directors as a group			1,000,122				1.66%

Name and Address of Beneficial Owner		Number of Shares Owned Beneficially(1)				Percentage of Class(2)
Interested Directors
Jonathan H. Cohen(3)			310,337					*
Charles M. Royce(4)			525,321					*
Independent Directors
Steven P. Novak			14,474					*
G. Peter O’Brien			66,510					*
Tonia L. Pankopf			13,182					*
Interested Director Nominees
Thomas J. Gahan			—				—
Richard J. Byrne			—				—
Independent Director Nominees
Lee S. Hillman			—				—
Gary Katcher			—				—
Ronald J. Kramer			—				—
Dennis M. Schaney			—				—

PROPOSAL I: 1

TO APPROVE A NEW ADVISORY AGREEMENT BETWEEN THE COMPANY AND THE
ADVISER, TO TAKE EFFECT UPON A CHANGE OF CONTROL OF THE ADVISER IN
CONNECTION WITH THE TRANSACTION

Background

The Adviser currently provides investment advisory services to the Company pursuant to the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”). The Existing Advisory Agreement was last approved by the Board of Directors, including a majority of directors who are not “interested persons,” as such term is defined under the 1940 Act (the “Non-interested Directors”), on April 27, 2015. The Existing Advisory Agreement was last approved by a vote of the stockholders of the Company on June 7, 2011.

BDC Partners (which is jointly owned by Jonathan H. Cohen and Saul B. Rosenthal), Charles M. Royce and the Royce Family Fund, Inc., the sole owners of all of the issued and outstanding limited liability membership interests of the Adviser have entered into a purchase agreement with BSP Acquisition I, LLC, an affiliate of Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). As a result of the expected change of control of the Adviser resulting from the Transaction, an assignment of the Existing Advisory Agreement under the 1940 Act is expected to occur. This assignment will terminate the Existing Advisory Agreement in accordance with its terms as required by Section 15 of the 1940 Act.

In order for the Adviser to continue to serve as the investment adviser to the Company upon the closing of the Transaction, the stockholders of the Company must approve the New Advisory Agreement. The 1940 Act requires that a new investment advisory agreement be approved by both a majority of a company’s Non-interested Directors and “a majority of its outstanding voting securities,” as such term is defined under the 1940 Act.At an in-person meeting on July 30, 2015 and a telephone meeting on September 2, 2015, the Board of Directors (including a majority of the Non-interested Directors) approved the New Advisory Agreement and voted unanimously to recommend that the Company’s stockholders approve the New Advisory Agreement.

If approved by the stockholders of the Company, the New Advisory Agreement will be executed on behalf of the Company and become effective upon the closing of the Transaction. The closing of the Transaction is conditioned on, among other things: (i) approval of the New Advisory Agreement by the Company’s stockholders; (ii) the election to the Board of Directors of four new Non-interested Directors and two new interested directors by the Company’s stockholders; (iii) the replacement of Jonathan H. Cohen and Charles M. Royce as members of the Board of Directors with two interested directors, Thomas J. Gahan and Richard J. Byrne, who are affiliated with BSP if they are elected at the Special Meeting; (iv) the replacement of the Company’s current executive officers and the Adviser’s investment committee members with certain individuals that are affiliated with BSP; (v) the approval by the Board of Directors of the change in the Company’s name to Benefit Street Capital Corp. and (vi) the receipt of required regulatory and other approvals. If each of the terms and conditions is satisfied or waived, the parties to the Transaction anticipate that the closing will take place as soon as practicable after the Special Meeting.

The stockholders of the Company are being asked to approve the New Advisory Agreement between the Company and the Adviser. The terms and conditions of the New Advisory Agreement will be identical with respect to all material terms and conditions of the Existing Advisory Agreement except for a decrease in the base management fee payable under the New Advisory Agreement. The change between the terms of the New Advisory Agreement and the Existing Advisory Agreement is discussed below. The Board of Directors believes the approval of the New Advisory Agreement will provide continuity of advisory services to the Company by the Adviser, and believes it to be in the best interests of the Company and its stockholders.

The Company’s Board has increased the size of the Board of Directors to nine members and has recommended that the Company’s stockholders vote to elect the four Non-interested Director nominees and two interested director nominees described in Proposal 2. In addition, if Proposals 1 and 2 are approved by the Company’s stockholders, the Company’s two current interested directors, Jonathan H. Cohen and Charles M. Royce, will resign from the Board of Directors and will be replaced by two interested directors, Thomas J.

Gahan and Richard J. Byrne, who are affiliated with BSP. In addition, following the closing of the Transaction, Mr. Gahan, as well as Mr. Paasche, a Senior Managing Director of BSP, and Mr. Faulstich, the Head of Originations of BSP, each with over 20 years of experience in the financial services industry, will replace the current members of the Adviser’s investment committee and all of the Company’s executive officers will be replaced by executive officers that are affiliated with BSP, as further discussed below. See “— Information Regarding the New Executive Officers and Members of the Adviser’s Investment Committee” for further details. As discussed below under “— Administration Agreements,” upon the closing of the Transaction, the current amended and restated administration agreement between the Company and BDC Partners, dated April 24, 2012 (the “Existing Administration Agreement”), will be terminated and the Company will enter into a new administration agreement (the “New Administration Agreement,” and together with the Existing Administration Agreement, the “Administration Agreements”) with BSP or an affiliate thereof (the “New Administrator”) on substantially the same terms and conditions as the Existing Administration Agreement.

The Company will have a similar investment objective to generate current income and capital appreciation by investing primarily in debt investments. BSP plans to achieve this investment objective by transitioning the Company’s portfolio from syndicated loans and CLO investment vehicles to primarily focus on senior secured loans and to a lesser extent, mezzanine or subordinated debt. Senior secured loans include first and second lien and unitranche loans that rank ahead of subordinated debt of a given portfolio company. Mezzanine and subordinated debt is subordinated to senior loans and is generally unsecured. In seeking this investment objective, the Company will target a differentiated investment strategy composed of four key components:

BSP expects to enter into a sub-administration agreement pursuant to which BDC Partners will provide certain financial, accounting, tax, compliance and administrative services from time to time to assist BSP in providing administrative services to the Company. Pursuant to this sub-administration agreement, BSP expects that the current members of the Adviser will continue to be accessible to BSP for continuity purposes.

There will be no changes to the Company’s distribution policy. To the extent that the Company has income available, it intends to continue to distribute quarterly distributions to its stockholders. The amount of the Company’s distributions, if any, will be determined by its Board. Any distributions to the Company’s stockholders will be declared out of assets legally available for distribution.

As a business development company, the Company needs the ability to raise additional capital for investment purposes on an ongoing basis. Accordingly, the Company expects to access the capital markets from time to time in the future to raise cash to take advantage of additional investment opportunities. The Company may offer common stock, preferred stock, debt securities or subscription rights to purchase shares of the Company’s common stock in the future. The Company intends to use the proceeds from these offerings to fund additional investments in portfolio companies consistent with its investment objective and/or general corporate purposes including repayment of the Company’s debt facilities. With BSP controlling the Adviser, BSP believes the Company will be successful in attracting a larger number of commercial bank lenders into the Company’s future credit facilities. BSP will also look for ways to optimize the existing debt facilities of the Company to be better aligned with the new investment strategy focused on private debt.

Following the completion of the Transaction, the Company’s name will change to Benefit Street Capital Corp., however, you will still own the same amount and type of shares in the same Company. The shares of the Company will continue to be listed on the NASDAQ Global Select Market, although the ticker symbol will change upon the change in the name of the Company to Benefit Street Capital Corp.

The Company will not bear the costs associated with the Transaction. These costs will be borne by the Adviser and BSP. BSP and the Adviser will also equally bear the costs associated with the Special Meeting.

To the extent Proposal 3 – Adjournment of the Special Meeting is approved by the Company’s stockholders, the Company may adjourn the Special Meeting and seek additional proxies to vote on Proposal 1 and/or Proposal 2, as necessary. If only Proposal 1 or Proposal 2 is approved by the Company’s stockholders but not both proposals, or if neither of these proposals is approved by the Company’s stockholders, then the Transaction will not close and the Company will continue to operate pursuant to the Existing Advisory Agreement under the supervision of the existing Board of Directors and management team.

Benefits of the Transaction

In evaluating the New Advisory Agreement, the Board of Directors requested an extensive set of materials regarding BSP and its affiliates, including the Adviser.

BSP is a leading credit-focused alternative asset management firm with over $10.7 billion in assets under management, including $4.2 billion in private debt, as of June 30, 2015. BSP has been registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since February 2011. BSP is an affiliate of Providence Equity Partners L.L.C. (“Providence”) and was formed in 2008 as Providence’s credit investment platform. BSP manages funds for institutions and high-net-worth investors, including private funds with a substantially similar strategy to the anticipated new investment strategy of the Company, globally across various credit funds and strategies including private debt, long-short liquid credit, long-only credit and commercial real estate debt. In addition, BSP has been managing collateralized loan obligation vehicles (“CLOs”) since October 2012 and currently manages seven CLOs with total CLO assets under management of $3.6 billion as of June 30, 2015. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass BSP’s robust platform. BSP’s private debt strategy seeks to benefit from proprietary access to companies through an extensive, nationwide network of senior partner relationships, CEO relationships, key financial intermediaries, financial sponsors and the extensive global resources and networks of the broader Providence platform. As of June 30, 2015, BSP has 103 professionals, including 59 investment and research professionals.

BSP’s credit investing efforts are strengthened through its affiliation with Providence, a leading global private equity firm with more than $40 billion in committed investor capital. Providence was founded as a sector-focused private equity investor with expertise in global media, communications, education and information sectors. Collectively, Providence and BSP consists of more than 300 employees, including more than 115 investment professionals located across offices in Providence, New York, Houston, London, Hong Kong, New Delhi and Singapore.

Upon consummation of the Transaction, the Company will be led by the senior management team of BSP, including Thomas J. Gahan (former head of corporate and investment banking in the Americas and global head of capital markets at Deutsche Bank), Richard J. Byrne (former chief executive officer of Deutsche Bank Securities), Michael E. Paasche (former global head of leveraged finance at Deutsche Bank), and Blair Faulstich (former managing director of media and communications investment banking at Merrill Lynch). Mr. Gahan will replace Charles M. Royce as Chairman of the Board of Directors of the Company and Mr. Byrne will replace both Saul B. Rosenthal as President of the Company and Jonathan H. Cohen as Chief Executive Officer and as member of the Board of Directors of the Company. Messrs. Gahan, Paasche and Faulstich comprise the investment committee and each have over 20 years of experience in leveraged lending, mezzanine investing, high yield financing, special situations, secondary debt and general credit investing.

The Board of Directors discussed BSP's qualifications and considered its philosophy of management, historical performance, and methods of operations, and considered the following potential benefits to the Company and its stockholders:

Additional Considerations under the 1940 Act

The Transaction is structured to comply with the conditions imposed under Section 15(f) of the 1940 Act. Section 15(f) provides that when a sale of securities or a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale so long as two conditions are satisfied. These conditions are as follows:

Summary of the Terms of the Existing Advisory Agreement and New Advisory Agreement

A copy of the New Advisory Agreement is attached to this Proxy Statement asAppendix A, and a copy of a letter agreement relating to the New Advisory Agreement is attached to this Proxy Statement asAppendix B. The following description of the terms of the New Advisory Agreement is only a summary of its material terms and explicitly highlights all material differences between the New Advisory Agreement and the Existing Advisory Agreement.You should refer toAppendix A andAppendix B for the New Advisory Agreement and the related letter agreement, and the description of the New Advisory Agreement set forth in this Proxy Statement is qualified in its entirety by reference toAppendix A, as modified byAppendix B.

The Adviser has served as investment adviser to the Company since the commencement of the Company’s operations in 2003, pursuant to the terms of the Existing Advisory Agreement as amended from time to time. If approved by the stockholders at the Special Meeting, the Adviser will continue to provide services pursuant to the terms of the New Advisory Agreement. The terms and conditions of the New Advisory Agreement are identical in all material respects to the Existing Advisory Agreement except for a decrease in the base management fee payable under the New Advisory Agreement. Following approval by the stockholders of the Company in the manner required by the 1940 Act, the New Advisory Agreement will be entered into immediately following the closing of the Transaction. The New Advisory Agreement will remain in effect for a period of two (2) years from the date it is signed, unless sooner terminated. After the initial two-year period, continuation of the New Advisory Agreement from year-to-year is subject to annual approval by the Board of Directors, including at least a majority of the Non-interested Directors.

Advisory and Other Services.  Under the terms of the Existing Advisory Agreement and the New Advisory Agreement (collectively, the “Advisory Agreements”), subject to the supervision of the Board of Directors, the Adviser manages the Company’s day-to-day operations of, and provides investment advisory services to the Company, in each case in accordance with the Company’s investment objectives, policies and restrictions. The Adviser’s responsibilities have included and will include: (i) the determination of the composition of the Company’s portfolio, the nature and timing of the changes of the Company’s portfolio and the manner of implementing such changes; (ii) identifying, evaluating and negotiating the structure of the investments the Company makes; (iii) closing, monitoring and servicing the investments the Company makes; and (iv) determining which securities and other assets the Company will purchase, retain or sell; and (v) providing the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds. The Adviser’s services under the Advisory Agreements are and will be non-exclusive, and the Adviser is and will be free to furnish similar services to other entities as long as its services to the Company are not impaired.

Management Fees.  The management fees under the New Advisory Agreement will be calculated in a manner identical to that of the Existing Advisory Agreement, except for the calculation of the base management fee payable under the New Advisory Agreement, which will reflect a 50 basis point reduction.

For services provided by Adviser under the Advisory Agreements, the Company pays and will pay the Adviser a management fee consisting of two components, a base management fee and an incentive fee. The base management fee (the “Base Fee”) is calculated at an annual rate of 2.00% of the Company’s gross assets under the Existing Advisory Agreement and will be calculated at an annual rate of 1.50% of the Company’s gross assets under the New Advisory Agreement. For services rendered under the Advisory Agreements, the Base Fee is and will be payable quarterly in arrears, and is and will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any equity or debt capital raises, repurchases or redemptions during the current calendar quarter. The Base Fee for any partial quarter will be appropriately prorated.

The incentive fee has two parts. The first part is and will be calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income earned by the Company (which includes any consulting or other fees that the Company receives from portfolio companies, but does not include any net realized capital gains) accrued during the calendar quarter minus the Company’s operating expenses for the quarter (including the Base Fee and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to one-fourth of an annual “hurdle rate.”

For each year commencing on or after January 1, 2005, the annual hurdle rate has been determined as of the immediately preceding December 31^st by adding 5.0% to the interest rate then payable on the most recently issued five-year U.S. Treasury Notes, up to a maximum annual hurdle rate of 10.0%. The annual hurdle rate for the 2014 and 2013 calendar years was 6.75% and 5.72%, respectively. The current hurdle rate for the 2015 calendar year, calculated as of December 31, 2014, is 6.65%. The Company’s net investment income used to calculate this part of the incentive fee also is and will be included in the amount of the Company’s gross assets used to calculate the 2% base management fee to the extent such income is not distributed to shareholders. In addition, in the event the Company recognizes PIK loan interest in excess of its available capital, the Company may be required to liquidate assets in order to pay a portion of the incentive fee. The Adviser, however, is not and will not be required to reimburse the Company for the portion of any fees attributable to accrued deferred loan interest in the event of a default by the obligor. The operation of the incentive fee with respect to the Company’s Pre-Incentive Fee Net Investment Income for each quarter is as follows:

For example, for the quarter ended March 31, 2015, pre-incentive fee net investment income of $10.2 million exceeded the hurdle of $8.7 million (based upon net assets of $520.8 million at December 31, 2014 and the quarterly hurdle rate of approximately 1.7%). The incentive fee rate of 20% resulted in an incentive fee of approximately $300,000 for the quarter.

The second part of the incentive fee is and will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreements, as of the termination date), and equals 20% of the Company’s “Incentive Fee Capital Gains,” which consist of the Company’s realized capital gains for each calendar year, computed net of all realized capital losses and unrealized capital depreciation for that calendar year. For accounting purposes only, in order to reflect the theoretical capital gains incentive fee that would be payable for a given period as if all unrealized gains were realized, the Company will accrue a capital gains incentive fee based upon realized capital gains and losses during the current calendar year

through the end of the period, plus any unrealized capital appreciation and depreciation as of the end of the period. It should be noted that a fee so calculated and accrued would not necessarily be payable under the Advisory Agreements, and may never be paid based upon the computation of capital gains incentive fees in subsequent periods. Amounts paid under the Advisory Agreements will be consistent with the formula reflected in the Advisory Agreements.

During the fiscal year ended December 31, 2014, the Company paid to the Adviser approximately $21.2 in base management fees and $5.6 million in incentive fees.

Expenses.  Under the New Advisory Agreement, all personnel of the Adviser or BSP, when and to the extent engaged in providing investment advisory services, and the compensation and expenses of such personnel allocable to such services, will be provided and paid for by the Adviser or by BSP, and not by the Company. The Company is and will be responsible for all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering; calculating the Company’s net asset value; effecting sales and repurchases of shares of the Company’s common stock and other securities; investment advisory fees; fees payable to third parties relating to, or associated with, making investments (in each case subject to approval by the Company’s Board of Directors); transfer agent and custodial fees; federal and state registration fees; any exchange listing fees; federal, state and local taxes; Non-Interested Directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; and direct costs such as printing, mailing, long distance telephone, staff, independent audits and outside legal costs and all other expenses incurred by the Company or its administrator in connection with administering the Company’s business, including payments under the Administration Agreements that is based upon the Company’s allocable portion of overhead incurred by the Company’s administrator in performing its obligations under the Administration Agreements, including. All of these expenses are ultimately borne by the Company’s common stockholders. The Existing Advisory Agreement contains the same provisions with respect to responsibilities for expenses as those described above with respect to the New Advisory Agreement.

Term, Continuance and Termination.  The continuance and termination provisions under the New Advisory Agreement will be identical to the continuance and termination provisions under the Existing Advisory Agreement. The Advisory Agreements provide that the Advisory Agreements will remain in force for two years from the date on which they first become effective, and thereafter from year to year, subject to approval by the Board of Directors or a vote of a majority of the outstanding voting securities of the Company and by approval of a majority of the Non-interested Directors. The Advisory Agreements may be terminated at any time, without the payment of any penalty, by the action of the Board of Directors or by a vote of a majority of the Company’s outstanding voting securities, on 60 days’ written notice to the Adviser, or by the Adviser at any time, without the payment of any penalty, on 60 days’ written notice to the Company.

Indemnification.  The indemnification provisions under the New Advisory Agreement will be identical to the indemnification provisions under the Existing Advisory Agreement. The Advisory Agreements provide that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, the Adviser and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Advisory Agreements or otherwise as an investment adviser of the Company.

Board Consideration of the Approval of the New Advisory Agreement

On July 13, 2015, July 17, 2015, July 28, 2015 and July 30, 2015, the Board of Directors, including a majority of Non-interested Directors, met and discussed the Transaction and its possible effects on the Company, and evaluated the New Advisory Agreement. Senior officers of the Adviser and BSP were present to answer questions from the Board of Directors. The Board of Directors, including a majority of Non-interested Directors, approved the New Advisory Agreement on July 30, 2015.

In evaluating the New Advisory Agreement, the Board of Directors reviewed certain materials furnished separately by the Adviser, BSP and their affiliates relevant to its decision. Those materials included information regarding the Adviser and BSP and their affiliates, their personnel, operations and financial

conditions. Representatives of the Adviser and BSP discussed with the Board of Directors the Adviser’s and BSP’s philosophy of management, historical performance and methods of operation insofar as they related to the Company, and indicated their belief that, as a consequence of the Transaction, the operations of the Adviser and its ability to provide advisory services to the Company would not be adversely affected and would likely be enhanced by the resources of BSP. The Board of Directors considered the potential benefits to stockholders and terms of the Transaction, including, among other things, the changes in the governance structure of the Adviser and the Company; the strategic plans for the Adviser and the Company; the operation of the Company; the nature, extent and quality or level of services to be provided to the Company; key personnel that are expected to service the Company and/or the Board of Directors and the compensations or incentive arrangements to retain such personnel; the Adviser’s new ownership and capital structure; the additional regulatory requirements applicable to the Adviser or the Company’s operations as a result of the Transaction, if any; the Company’s fees and expenses; and such other factors as the Board of Directors and the Non-interested Directors deemed relevant to their decision.

In approving the New Advisory Agreement, the Board of Directors, including all of the Non-interested Directors, considered the following matters and reached the following conclusions:

The Non-interested Directors had the opportunity to consult in executive session with their independent legal counsel regarding the approval of the New Advisory Agreement. Based on the information reviewed and discussions held with respect to each of the foregoing items, the Board of Directors, including all of the Non-interested Directors, concluded in light of all of the Company’s surrounding circumstances that the compensation payable to the Adviser was reasonable in relation to the services to be provided by the Adviser to the Company.

After these deliberations, the Board of Directors, including a majority of the Non-interested Directors, approved the New Advisory Agreement between the Adviser and the Company as in the best interests of the Company and its stockholders. The Board of Directors then directed that the New Advisory Agreement be submitted to the Company’s stockholders for approval with the Board of Directors’s recommendation that stockholders vote to approve the New Advisory Agreement.

The Board of Directors did not assign relative weights to the above factors or the other factors considered by it. Individual members of the Board of Directors may have given different weights to different factors.

Subsequent to publicly disclosing the terms of the New Advisory Agreement, the Board of Directors formed a special committee consisting solely of the Company’s three Non-interested Directors (the “Special Committee”) to evaluate an unsolicited, written proposal from a third party also seeking to replace the Adviser as the investment adviser to the Company. The third party offered a 50% reduction in the base management fee under a new investment advisory agreement for a period of three years and to waive the first $5 million of the management fee. In addition, the third party included a commitment to purchase $10 million of the Company’s common stock in one or more open-market purchases. The third party subsequently offered to further extend its proposed 50% reduction in the base management fee under a new investment advisory agreement for an additional year and provide an additional $20 million of fee concessions or share purchases.

The Special Committee extensively evaluated the unsolicited proposal, including the totality of its quantitative and qualitative aspects, as compared to the quantitative and qualitative aspects of the New Advisory Agreement, and discussed it internally as well as with independent legal counsel. After these extensive deliberations, the Special Committee determined that the greater benefit to the Company and its stockholders would be derived from BSP’s strategy, reputation, institutional relationships, track record, investment skills and the quality of its management team and, as a result, the Special Committee continued to support the Transaction and the New Advisory Agreement. Notwithstanding such determination, the Special Committee also requested that the Company’s management seek to obtain more favorable terms from BSP with respect to the New Advisory Agreement. As a result, the Company engaged in further discussions with BSP in light of the Special Committee’s directive, and BSP ultimately agreed to permanently lower the base management fee payable under the New Advisory Agreement to an annual rate of 1.50% of the Company’s gross assets from an annual rate of 2.00% of the Company’s gross assets. Also, various members and affiliates of BSP and the Adviser have agreed to purchase a minimum of $20 million of the Company’s common stock within 12 months after the closing of the Transaction.

The Special Committee then convened a meeting to discuss the above-referenced developments, including BSP’s agreement to permanently lower the base management fee payable under the New Advisory Agreement,

and determined to continue to recommend the New Advisory Agreement to the Company’s Board of Directors and stockholders. The Board of Directors subsequently determined that the New Advisory Agreement continued to be in the best interests of the Company and its stockholders.

Information Regarding the New Officers and Members of the Adviser’s Investment Committee

The Adviser has acted as the Company’s investment adviser since the Company’s inception in 2003. The Adviser’s current investment committee members are Jonathan H. Cohen, Saul B. Rosenthal and Darryl M. Monasebian. Messrs. Cohen and Rosenthal are also the Company’s and the Adviser’s Chief Executive Officer and President, respectively. Bruce L. Rubin is the current Chief Financial Officer and Secretary of the Company and the Adviser. Gerald Cummins is the current Chief Compliance Officer of the Company and the Adviser. The Adviser’s investment committee is supported by six additional investment professionals.

Upon the consummation of the Transaction, the Adviser will become controlled by BSP and Messrs. Cohen, Rosenthal, Rubin and Cummins will resign immediately from their respective positions with the Company and the Adviser. In addition, Messrs. Cohen, Rosenthal and Monasebian, as well as the six investment professionals that currently support the Adviser’s investment committee, will resign from their positions with the Adviser. Concurrently, the Board of Directors will appoint Thomas J. Gahan as the Chairman of the Board of Directors, Richard J. Byrne as the Company’s President and Chief Executive Officer, Bryan R. Martoken as the Company’s Chief Financial Officer and Treasurer, and Alexander H. McMillan as the Company’s Chief Compliance Officer and Secretary, all of whom are affiliated with BSP. Upon completion of the transaction the Adviser’s investment committee will consist of Messrs. Gahan, Paasche and Faulstich. Going forward, the Adviser’s investment committee will be supported by BSP’s 59 investment professionals

Following the closing of the Transaction, Messrs. Gahan, Byrne, Paasche and Faulstich, as senior members of the Adviser will have sole investment and dispositive control over all of portfolio company investments held by the Company as of the closing of the Transaction and over all other new investments. The Adviser will continue to make fair value recommendations to the Board of Directors with respect to investments in the Company’s portfolio and will continue to engage third-party valuation firms as needed. Further, with respect to all decisions regarding the Company’s portfolio, each such investment and disposition decision shall be in compliance with applicable law and the fiduciary duties owed to the Company and its stockholders and in compliance with any contractual obligation binding upon the Company.

The table below discloses information regarding the senior management and investment committee members of the Adviser, executive officers of the Company and an estimate of the annual reimbursable compensation expense to be paid by the Company for each such executive officer under the New Administration Agreement, in each case after the Transaction closes:

Name		Principal Occupation/ Title with the Adviser		Position(s) with the Company (if any)		Estimate of Annual Reimbursable Compensation to be Paid by the Company with Respect to its Executive Officers under New Administration Agreement
Thomas J. Gahan		Chief Executive Officer		Chairman of the Board of Directors		N/A
Richard J. Byrne		President		Chief Executive Officer, President and Director		N/A
Michael Paasche		Senior Managing Director		N/A		N/A
Blair Faulstich		Head of Origination		N/A		N/A
Bryan R. Martoken		Chief Financial Officer		Chief Financial Officer and Treasurer		$600,000(1)
Alexander H. McMillan		Chief Compliance Officer		Chief Compliance Officer and Secretary		$250,000(1)

The following is the biographical information of the new senior management and new investment committee members of the Adviser upon completion of the Transaction. The address for the new senior management and the investment committee members is c/o Benefit Street Partners L.L.C, 9 West 57^th Street, Suite 4920, New York, New York 10019. See “Proposal 2 — Election of Directors” for the biographical information of Messrs. Martoken and McMillan.

Thomas J. Gahan.  Mr. Gahan is Chief Executive Officer of BSP. Prior to joining Providence in 2008, Mr. Gahan was Chief Executive Officer of Deutsche Bank Securities Inc. and Head of Corporate and Investment Banking in the Americas. He was also the Global Head of Capital Markets at Deutsche Bank, chairman of the principal investment committee and a member of the global banking executive committee and the global markets executive committee. Before joining Deutsche Bank, Mr. Gahan spent 11 years at Merrill Lynch, most recently as Global Head of Credit Trading within the fixed income division. Mr. Gahan received a Bachelor of Arts degree from Brown University.

Richard J. Byrne.  Mr. Byrne serves as the President of BSP. Prior to joining BSP in April 2013, Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc. He was also the Global Co-Head of Capital Markets at Deutsche Bank. Before joining Deutsche Bank, Mr. Byrne was Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co. He was also a perennially top-ranked credit analyst. Mr. Byrne earned an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. from Binghamton University. Mr. Byrne is a member of the Board of Directors of New York Road Runners and the Board of Directors of MFA Financial, Inc.

Michael E. Paasche.  Mr. Paasche is a Senior Managing Director of BSP. Prior to joining Providence in 2008, Mr. Paasche spent 13 years at Deutsche Bank Securities Inc. with multiple positions, including Global Head of Leveraged Finance. Before joining Deutsche Bank, Mr. Paasche spent seven years at Prudential Securities where he held various positions, including Managing Director and Head of High Yield. Mr. Paasche received his Masters of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Albion College.

Blair D. Faulstich.  Mr. Faulstich is Head of Origination of BSP. Prior to joining Providence in 2011, Mr. Faulstich was a managing director and co-head of media and communications investment banking at Citadel Securities. Previously, he was a managing director in the media and communications investment banking group at Merrill Lynch. Mr. Faulstich held various positions at Deutsche Bank Alex. Brown in the media investment banking group. Before joining Alex. Brown in 1997, Mr. Faulstich spent three years at Arthur Andersen. Mr. Faulstich received a Masters of Business Administration degree from Cornell University and Bachelor of Arts from Principia College.

Information Regarding BSP and Providence

BSP is a leading credit-focused alternative asset management firm with over $10.7 billion in assets under management, including $4.2 billion in private debt, as of June 30, 2015. BSP has been registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since February 2011. BSP is an affiliate of Providence and was formed in 2008 as Providence’s credit investment platform. BSP manages funds for institutions and high-net-worth investors, including private funds with a substantially similar strategy to the anticipated new investment strategy of the Company, globally across various credit funds and strategies including private debt, long-short liquid credit, long-only credit and commercial real estate debt. In addition, BSP has been managing collateralized loan obligation vehicles (“CLOs”) since October 2012 and currently manages seven CLOs with total CLO assets under management of $3.6 billion as of June 30, 2015. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass BSP’s robust platform. BSP’s private debt strategy seeks to benefit from proprietary access to companies through an extensive, nationwide network of senior partner relationships, CEO relationships, key financial intermediaries, financial sponsors and the extensive global resources and networks of the broader Providence platform. As of June 30, 2015, BSP has 103 professionals, including 59 investment and research professionals.

BSP’s credit investing efforts are strengthened through its affiliation with Providence, a leading global private equity firm with more than $40 billion in committed investor capital. Providence was founded as a sector-focused private equity investor with expertise in global media, communications, education and

information sectors. Collectively, Providence and BSP consists of more than 300 employees, including more than 115 investment professionals located across offices in Providence, New York, Houston, London, Hong Kong, New Delhi and Singapore.

Upon the consummation of the Transaction, BSP Acquisition I, LLC will acquire the limited liability interests of the Adviser from BDC Partners and the other members of the Adviser. BSP Acquisition I, LLC is a subsidiary of and controlled by BSP. The managing member of BSP Acquisition I, LLC is BSP Acquisition I Manager, LLC, which, upon consummation of the Transaction, will be a wholly owned subsidiary of BSP. The address of BSP Acquisition I, LLC and BSP is 9 West 57th Street, Suite 4920, New York, New York 10019.

Principal Executive Offices

The principal executive office of BSP is 9 West 57^th Street, Suite 4920, New York, New York 10019. Upon the consummation of the Transaction, the principal executive office of each of the Company, the Adviser and the New Administrator will also be 9 West 57^th Street, Suite 4920, New York, New York 10019.

Administration Agreements

BDC Partners currently furnishes the Company with office facilities, together with equipment and clerical, bookkeeping and record keeping services at such facilities pursuant to the Existing Administration Agreement. Under the Existing Administration Agreement, BDC Partners also performs, or oversees the performance of the Company’s required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. In addition, BDC Partners currently assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the Existing Administration Agreement are based upon the Company’s allocable portion of overhead and other expenses incurred by BDC Partners in performing its obligations under the Existing Administration Agreement, including a portion of the rent and the compensation of the Company’s Chief Financial Officer, Controller, accounting support staff, and other administrative support staff. The Existing Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

Upon the consummation of the Transaction, the Existing Administration Agreement will be terminated and the Company will enter into the New Administration Agreement with the New Administrator. The New Administration Agreement will be on the same terms in all material respects as the Existing Administration Agreement. Specifically, the New Administrator will provide the Company with office facilities, together with equipment and clerical, bookkeeping and record keeping services at such facilities. The New Administrator will also perform, or oversee the performance of the Company’s required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. The New Administrator will also assist the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the New Administration Agreement will based upon the Company’s allocable portion of overhead and other expenses incurred by the New Administrator in performing its obligations under the New Administration Agreement, including a portion of the rent and the compensation of the Company’s Chief Financial Officer and Treasurer, Chief Compliance Officer and Secretary, accounting support staff, and other administrative support staff. The Company will ultimately be responsible for paying such portion of the compensation of these officers. The New Administration Agreement will also be terminable by either party without penalty upon 60 days’ written notice to the other party.

The Board of Directors, including the Non-interested Directors, considered the nature, quality, cost and extent of administrative services to be performed by the New Administrator under the New Administration Agreement. The Board of Directors, including the Non-interested Directors, also considered the nature and extent of the New Administrator’s supervision of third-party service providers. They concluded that the nature

and quality of the administrative services and supervisory services that will be provided by the New Administrator to be satisfactory and beneficial to the Company. In addition, the Board of Directors has determined that the anticipated fees, expenses and costs to be incurred by the Company under the New Administration Agreement, as well as the sub-administration agreement described below, will not materially increase after the Transaction.

BSP expects to enter into a sub-administration agreement pursuant to which BDC Partners will provide certain financial, accounting, tax, compliance and administrative services from time to time to assist BSP in providing administrative services to the Company in accordance with the Administration Agreement. The Company will ultimately be responsible for making all payments to BDC Partners under the sub-administration agreement and such payments will be based on the actual expenses incurred by BDC Partners in performing its obligations thereunder, including the wages of the personnel of BDC Partners performing services thereunder. Pursuant to this sub-administration agreement, BSP expects that the current members of the Adviser will continue to be accessible to BSP for continuity purposes.

Continuation of Indemnification and D&O Liability Insurance

For a period of six years following the closing of the Transaction, BSP has agreed to cause the Adviser, and to use BSP’s reasonable best efforts to cause the Company, in accordance with their respective organizational documents, any other agreements to which each entity is a party and applicable law, to continue to provide indemnification to the current members of the Adviser and the present and former directors, officers, managers, partners, employees and agents of the Adviser and the Company (collectively, the “Covered Persons”) from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding relating to the businesses of the Adviser or the Company or the status of such Covered Person as a director, officer, manager, partner, owner, fiduciary, control person, employee or agent of the Adviser or the Company prior to the closing of the Transaction, to the fullest extent permitted by applicable law. Additionally, for a period of six years following the closing of the Transaction, BSP has agreed to maintain, or cause the Company to maintain or continue in effect a directors’ and officers’ liability insurance policy (the “D&O Tail Policy”) covering the Covered Persons who are covered prior to the closing of the Transaction by the directors’ and officers’ liability insurance policy of the Company. The coverage of the D&O Tail Policy will be in an amount and scope at least as favorable as the existing coverage of the Company. The Company will not incur any additional costs or expenses related to such policy.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Company’s only voting securities are common stock, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting is required to approve the New Advisory Agreement. For purposes of approval of the New Advisory Agreement, “a majority of outstanding shares of common stock” is the lesser of: (i) 67% or more of the shares of common stock present at the Special Meeting if the holders of more than 50% of the outstanding common stock are present or represented by proxy; or (ii) more than 50% of the Company’s outstanding shares of common stock as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Significant Conflicts of Interests of Our Directors and Officers in the Transaction

When you consider the recommendation of the Board of Directors that you vote to approve the New Advisory Agreement, you should be aware that certain of our executive officers and members of our Board of Directors have significant conflicts of interests in the Transaction. These interests include, among other things:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE NEW ADVISORY AGREEMENT BETWEEN THE COMPANY AND ADVISER,
TO TAKE EFFECT UPON A CHANGE OF CONTROL OF THE ADVISER IN
CONNECTION WITH THE TRANSACTION.

PROPOSAL II

ELECTION OF DIRECTORS

Pursuant to the Company’s bylaws, the numberat meetings of directors is set at five unless otherwise designated by the Board of Directors. Directors held on July 30, 2015 and September 2, 2015, the Board of Directors increased the size of the Board of Directors to nine members and recommended for election at the Special Meeting four new Non-Interested Director nominees and two new Interested Director nominees.

Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified.

Messrs.As a result of the Transaction, as discussed in more detail below, at least 75% of the Company’s Board must be comprised of Non-interested Directors. Accordingly, the Company’s Board of Directors determined to nominate four new directors that would be considered Non-interested Directors in order to satisfy the 75% Non-interested Director requirement. Further, upon the consummation of the Transaction, the Company’s two current interested directors, Jonathan H. Cohen and Charles M. Royce, will resign from the Board of Directors. The Company’s Board of Directors also determined to nominate Thomas J. Gahan and Steven P. NovakRichard J. Byrne, who are affiliated with BSP and will be interested directors upon consummation of the Transaction to fill the vacancies created by the resignations of Messrs. Cohen and Royce. As a result, if the four director nominees named below are elected to the Board of Directors by the Company’s stockholders at the Special Meeting, upon the closing of the Transaction the Company’s Board will consist of seven Non-interested Directors and two interested directors, and the Company will satisfy the 75% Non-interested Director requirement.

Dennis M. Schaney and Gary Katcher have been nominated for election for three-year termsa term expiring in 2017.2016; Ronald J. Kramer and Richard J. Byrne have been nominated for election for a term expiring in 2017; and Lee S. Hillman and Thomas J. Gahan have been nominated for election for a term expiring in 2018. None of Messrs. Royce and NovakSchaney, Katcher, Kramer or Hillman are not being proposed for election pursuant to any agreement or understanding between either Mr. Roycethe Adviser or Mr. NovakBSP and the Company. Messrs. Byrne and Gahan are being proposed for election to fill the vacancies created by the resignations of Messrs. Cohen and Royce pursuant to the terms of the purchase agreement entered into in connection with the Transaction.

A stockholder can vote for or withhold his or her vote from eitherany nominee.In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of each of the nominees named below. If either nomineeany of the nominees should decline or be unable to serve as a director, it is intended that the proxy will vote for the election of such person as is nominated by the Board of Directors as a replacement. The Board of Directors has no reason to believe that the persons named above will be unable or unwilling to serve.

The election of a director requires a plurality of all the votes cast either in person or by proxy at the Special Meeting (i.e., the director nominees receiving the greatest number of votes cast for each of the director positions being voted upon). Each share entitled to vote may be voted for as many persons as there are directors to be elected. However, stockholders may not cumulate their votes. If you vote “Withhold Authority” with respect to a director nominee, your shares will not be voted with respect to the person indicated. Because directors are elected by a plurality of all votes cast, abstentions will have no effect of the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

Information about the Nominees and Directors

As described below under “Committees of the Board of Directors — Nominating and Corporate Governance Committee,” the Board of Directors has identified certain desired talents and experience for director nominees. Each of our directors and the director nominees has demonstrated high character and integrity; the knowledge, skills and experience necessary to be able to offer advice and guidance to our management in light of prevailing business conditions; familiarity with national and international business

matters; experience with accounting rules and practices; appreciation of the relationship of our business to the changing needs of society; and the desire to balance the considerable benefit of continuity with the periodic injection of fresh perspective. Each of our directors and the director nominees also has sufficient time available to devote to the affairs of the Company, is able to work with the other members of the Board of Directors and contribute to the success of the Company and can represent the long-term interests of the Company’s stockholders as a whole. Our directors and the director nominees have been selected such that the Board of Directors represents a range of backgrounds and experience.

Certain information, as of the Record Date, with respect to the nomineenominees for election at the AnnualSpecial Meeting, as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure.

Name		Age		Background Information
Gary Katcher		58		Mr. Katcher has served as the Chairman of GRK Partners LP, a private credit fund, since 2012. From 2008 to 2010, Mr. Katcher was the Executive Vice President and Global Head of Institutional Fixed Income and Global Capital Markets of Knight Capital Group. From 2002 to 2008, Mr. Katcher was the Founder and Chief Executive Officer of Libertas Capital Partners, a boutique institutional fixed income broker-dealer specializing in high yield distressed debt and asset backed securities. From 1999 to 2001, Mr. Katcher was a Senior Managing Director and Co-Founder of the Leveraged Finance Group at RBC Capital Markets. From 1991 to 1998, Mr. Katcher was the Head of the High Yield Trading Desk at Merrill Lynch. Prior to joining Merrill Lynch, Mr. Katcher worked in research and trading at EF Hutton. Mr. Katcher holds a B.S. in Business and Geography from the State University of New York College at Oneonta and an M.B.A. from New York University. We believe that Mr. Katcher’s experience in asset and credit management supports his election to our board of directors.

Nominees for Director — Term Expiring 2017

Mr. RoyceKramer is not an interested person of the Company as defined in the 1940 Act.

Name		Age		Background Information
Ronald J. Kramer		56		Mr. Kramer has served as the Chief Executive Officer of Griffon Corporation (NYSE: GFF) since April 2008, as a director of Griffon Corporation since 1993 and as Vice Chairman of the Board of Griffon Corporation since November 2003. Griffon Corporation is a diversified holding company with a portfolio of businesses in the following industries: home and building products, specialty plastic films and defense electronics. From 2002 through March 2008, he was President and a director of Wynn Resorts, Ltd. (NASDAQ:WYNN), a developer, owner and operator of destination casino resorts. From 1999 to 2001, Mr. Kramer was a Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. He was formerly a member of the Board of Directors of Leap Wireless International, Inc. (formerly NASDAQ:LEAP), Monster Worldwide, Inc. (NYSE:MWW) and Sapphire Industrials Corporation (formerly AMEX:FYR). Mr. Kramer holds a BS degree from the Wharton School of the University of Pennsylvania and an MBA from New York University. He also serves as Chairman of the Board of The Undergraduate Division of the Wharton School, University of Pennsylvania and is a member of the Board of Mt. Sinai Children’s Center, New York. We believe that Mr. Kramer’s experience as a senior executive officer and board member of a number of corporations, including extensive experience in all aspects of finance and business transactions, supports his election to our board of directors.

Mr. Byrne will be an interested person of the Company as defined in the 1940 Act due to his ownershippositions as the Chief Executive Officer and President of a minority, non-controlling interestthe Company.

Name		Age		Background Information
Richard J. Byrne		54		Upon the consummation of the Transaction, Mr. Byrne will be appointed as the President and Chief Executive Officer of the Company. Mr. Byrne is President of BSP. Prior to joining BSP in April 2013, Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc. He was also the Global Co-Head of Capital Markets at Deutsche Bank. Before joining Deutsche Bank, Mr. Byrne was Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co. He was also a perennially top-ranked credit analyst. Mr. Byrne earned an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. from Binghamton University. Mr. Byrne is a member of the Board of Directors of New York Road Runners and the Board of Directors of MFA Financial, Inc. Mr. Byrne’s extensive knowledge of the financial services industry and the investment valuation process qualify him to serve on the Board of Directors.

Nominees for Director — Term Expiring 2018

Mr. Hillman is not an interested person of the Company as defined in the Company’s investment adviser, TICC Management. 1940 Act.

Name		Age		Background Information
Lee S. Hillman		59		Mr. Hillman has served as President of Liberation Advisory Group, a private management consulting firm, since 2003. Mr. Hillman has served as Chief Executive Officer of Performance Health Systems, LLC, an early-stage business distributing bioDensityTM branded, specialty health and exercise equipment, since January 2009. From February 2006 to May 2008, Mr. Hillman served as Executive Chairman and Chief Executive Officer of Power Plate International (“Power Plate”). In November 2012, PPI Acquisitions, LLC, a consortium headed by Mr. Hillman, reacquired the assets of Power Plate, including the global Power Plate brand, and in January 2013, PPI Acquisitions merged with Performance Health Systems. Mr. Hillman leads the combined company, serving as its CEO, now named Performance Health Systems, LLC. Mr. Hillman has served as a member of the Board of Directors as well as a member of the audit committees of: HealthSouth Corporation, Wyndham International, and RCN Corporation (where he was also Chairman of the Board of Directors. Currently, he serves as a member of the Board of Directors as well as a member of the audit committee, chair of the compensation and financial strategies committees of Lawson Products Inc. and as a Trustee and member of the audit committee at Adelphia Recovery Trust. These professional experiences, along with Mr. Hillman's particular knowledge and experience in managing businesses and having served as Chief Executive Officer, Chief Financial Officer, and/or director of other publicly-traded U.S. and international companies and as a former audit partner of an international accounting firm, supports his election to our board of directors.

Mr. RoyceGahan will be an interested person of the Company as defined in the 1940 Act due to his position as chief executive officer of the Adviser.

Name		Age		Background Information
Thomas J. Gahan		53		Upon the consummation of the Transaction, Mr. Gahan will be appointed as the Chairman of the Board of Directors. Mr. Gahan is Chief Executive Officer of BSP. Prior to joining Providence in 2008, Mr. Gahan was Chief Executive Officer of Deutsche Bank Securities Inc. and Head of Corporate and Investment Banking in the Americas. He was also the Global Head of Capital Markets at Deutsche Bank, chairman of the principal investment committee and a member of the global banking executive committee and the global markets executive committee. Before joining Deutsche Bank, Mr. Gahan spent 11 years at Merrill Lynch, most recently as Global Head of Credit Trading within the fixed income division. Mr. Gahan received a Bachelor of Arts degree from Brown University. Mr. Gahan’s depth of experience in managerial positions in investment management and financial services gives our Board of Directors valuable industry-specific knowledge and expertise on these and other matters and qualifies him to serve as the Chairman of the Board of Directors.

Current Director — Term Expiring 2016

Non-interested Director

Ms. Pankopf is alsonot an interested person of the Company as defined in the 1940 Act. Ms. Pankopf has been a non-managing member of Oxford Lane Management, LLC.the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
Tonia Pankopf (2003)		47		Ms. Pankopf has been managing partner of Pareto Advisors, LLC since 2005. She is currently a member of the Board of Directors of Landec Corporation, serving on the Corporate Governance and Nominating Committee and as chair of its Audit Committee. Previously, she was a senior analyst and managing director at Palladio Capital Management, LLC from January 2004 through April 2005. From 2001 to 2003, Ms. Pankopf served as an analyst and portfolio manager with P.A.W. Capital Partners, LP. Ms. Pankopf was a senior analyst and vice president at Goldman, Sachs & Co. from 1999 to 2001 and at Merrill Lynch & Co. from 1998 to 1999. She served on the Board of the University System of Maryland Foundation from 2006 to 2012. Ms. Pankopf is a member of the National Association of Corporate Directors and has been designated an NACD Leadership Fellow in recognition of her ongoing involvement in director professionalism and engagement with the director community. Ms. Pankopf received a Bachelor of Arts degree summa cum laude from the University of Maryland and an M.S. degree from the London School of Economics. Ms. Pankopf’s extensive experience in investment research and analysis of mid-market and technology companies provides our Board of Directors with valuable insights of an experienced and diligent financial and investment manager, as well as a diverse perspective.

Current Directors — Term Expiring 2017

Pre-Transaction Interested Director

Prior to the closing of the Transaction, Mr. Royce has been an interested person of the Company as defined in the 1940 Act due to his ownership of a minority, non-controlling interest in the Adviser. Simultaneous with the closing of the Transaction, Mr. Royce will resign from the Company’s Board of Directors. The Board of Directors has nominated Richard J. Byrne for approval by the stockholders to fill the vacancy created by Mr. Royce’s resignation from the Company’s Board of Directors. Mr. Byrne will be an interested person of the Company as defined in the 1940 Act due to his expected positions as Chief Executive Officer and President of the Company.

Name and Year First Elected Director		Age		Background Information
Charles M. Royce (2003)		7475		Mr. Royce has served as Chairman of our Board of Directors since 2003. Mr. Royce became Presidentserves as Chief Executive Officer and a member of the Board of Managers of Royce & Associates, LLC in 1972.LLC. He also manages or co-manages twelveten of Royce & Associates, LLC’s open- and closed-end registered funds. Mr. Royce serves on the Board of Directors of The Royce Funds. Mr. Royce’s history with us, familiarity with our investment platform, and extensive knowledge of the financial services industry and the investment valuation process in particular qualify him to serve as the Chairman of our Board of Directors.

Independent NomineeNon-interested Director

Mr. Novak is not an interested person as defined in the 1940 Act. Mr. Novak has been a member of the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
Steven P. Novak (2003)		6667		Mr. Novak currently serves as Chairman of the Board of Directors and Chief Executive Officer of Quisk, Inc. (f/k/a MOBIbucks Corp.), an early stage mobile payments company, and is the Founder and non-executive Chairman of the Board of Directors of Mederi Therapeutics Inc., an early stage medical device company. Until July 2010, Mr. Novak also served on the Board of Directors of CyberSource Corporation, an Internet based epaymentspayments processor company, where he served as the Lead Independent Director and Chairman of the Nominating Committee, having formerly chaired its Audit Committee. Mr. Novak previously served as President of Palladio Capital Management, LLC and as the Principal and Managing Member of the General Partner of Palladio Partners, LP, an equities hedge fund, from July 2002 until July 2009. Mr. Novak received a Bachelor of Science degree from Purdue University and an M.B.A. from Harvard University. A Chartered Financial Analyst, Mr. Novak’s financial expertise from his experience as a financial manager and varied roles on the boards of both publicly-traded and privately-held companies provides our Board of Directors with particular technology-related knowledge and the perspective of a knowledgeable corporate leader.

Current Directors — Term Expiring 2018

Pre-Transaction Interested DirectorsDirector

Prior to the closing of the Transaction, Mr. Cohen ishas been an interested person of the Company as defined in the 1940 Act due to his position as Chief Executive Officer of the Company and TICC Management, the Company’s investment adviser,Adviser, and as the managing member of BDC Partners, the managing member of TICC Management. Upon the closing of the Transaction, Mr. Cohen will resign from the Company’s Board of Directors and from his position as the Chief Executive Officer of the Company. The Board of Directors has nominated Thomas J. Gahan for approval by the stockholders to fill the vacancy created by the resignation of Mr. Cohen as a member of the Company’s Board of Directors. Mr. Gahan will serve as the Chairman of the Company’s Board of Directors and will be an interested person of the Company as defined in the 1940 Act due to his position as chief executive officer of the Adviser.

Name and Year First Elected Director		Age		Background Information
Jonathan H. Cohen (2003)		50		Mr. Cohen has served as Chief Executive Officer of both TICC and TICC Management, and as the managing member of BDC Partners, since 2003. Mr. Cohen has also served as Chief Executive Officer and Director of Oxford Lane Capital Corp. (NasdaqGS: OXLC), a registered closed-end fund, and as Chief Executive Officer of Oxford Lane Management, LLC, since 2010. Previously, Mr. Cohen managed technology equity research groups at Wit Capital, Merrill Lynch, UBS and Smith Barney. Mr. Cohen is a member of the Board of Trustees of Connecticut College. Mr. Cohen received a B.A. in Economics from Connecticut College and an M.B.A. from Columbia University.

Information about Executive Officers Who Are Not Directors

Pre-Transaction Executive Officers

The following information pertains to the individuals who have served as the Company’s executive officers until the consummation of the Record Date, pertains to our executive officersTransaction, but who arehave not been directors of the Company. Certain of ourthe Company’s executive officers may serve as directors of, or on the board of managers of, certain of ourits portfolio companies. Messrs. Rosenthal, Cummins and Rubin will resign from their positions with the Company and the Adviser upon the closing of the Transaction.

Post-Transaction Executive Officers Who Are Not Also Directors

The following information pertains to the individuals who will serve as the Company’s executive officers upon the closing of the Transaction, but who will not be directors of the Company. Certain of the Company’s executive officers may serve as directors of, or on the board of managers of, certain of its portfolio companies.

Corporate Governance

Director Independence

In accordance with rules of the NASDAQ Stock Market, our Board of Directors annually determines each director’s independence. We do not consider a director independent unless our Board of Directors has determined that he or she has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

In order to evaluate the materiality of any such relationship, our Board of Directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an “interested person” of TICC, as defined in Section 2(a)(19) of the 1940 Act.

Board’s Role In Risk Oversight

Our Board of Directors performs its risk oversight function primarily through (i) its four standing committees, which report to the entire Board of Directors and are comprised solely of independent directors,Non-interested Directors, and (ii) active monitoring of our Chief Compliance Officer and our compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee, the Valuation Committee, the Nominating and Corporate Governance Committee and the Compensation Committee assist the Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance and accounting, and audits of our financial statements. The Valuation Committee’s risk oversight responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of our loans and investments. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders, developing and recommending to the Board of Directors a set of corporate

The

Audit Committee.  

The Audit Committee operates pursuant to a charter approved by our Board of Directors. The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include recommending the selection of our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings, and receiving the audit reports covering our financial statements. The Audit Committee is presently comprisedcomposed of three persons: Messrs. Novak and O’Brien and Ms. Pankopf, all of whom are considered independent under the rules promulgated by the NASDAQ Stock Market. After the closing of the Transaction, our Board of Directors may expand the membership on the Audit Committee. Our Board of Directors has determined that Mr. Novak is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Securities Exchange Act.Act of 1934. Mr. Novak meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act and, in addition, is not an “interested person” of TICC as defined in Section 2(a)(19) of the 1940 Act. Mr. Novak currently serves as Chairman of the Audit Committee. The Audit Committee met on five occasions during 2013.2014.

The Nominating and Corporate Governance Committee’s goal is to assemble a Board of Directors that brings to TICC a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing there are no stated minimum criteria for director nominees, although the members of the Nominating and Corporate Governance Committee may also consider such other factors as they may deem are in the best interests of TICC and its stockholders. The Nominating and Corporate Governance Committee also believes it appropriate for certain key members of our management to participate as members of the Board of Directors.

value of equity interests in portfolio companies is determined based on various factors, including the enterprise value remaining for equity holders after the repaymentclosing of the portfolio company’s debt and other preference capital, and other pertinent factors such as recent offers to purchase a portfolio company, recent transactions involving the purchase or sale of the portfolio company’s equity securities, or other liquidity events. The determined equity values are generally discounted when we have a minority position, restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other factors.

We will record unrealized depreciation on bilateral investments when we believe that an investment has become impaired, including where collection of a loan or realization of an equity security is doubtful. To the extent that we believe that it has become probable that a loan is not collectible or probable that an equity investment is not realizable, we will classify that amount as a realized loss. We will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has also appreciated in value. Changes in fair value, other than such changes that are considered probable of non-collection or non-realization, as described above, are recorded in the statement of operations as net change in unrealized appreciation or depreciation.

Under the valuation procedures approved byTransaction, our Board of Directors uponmay expand the recommendation ofmembership on the Valuation Committee, a third-party valuation firm will prepare valuations for each of our bilateral investments for which market quotations are not readily available that, when combined with all other investments in the same portfolio company, (i) have a value as of the previous quarter of greater than or equal to 2.5% of our total assets as of the previous quarter, and (ii) have a value as of the current quarter of greater than or equal to 2.5% of our total assets as of the previous quarter, after taking into account any repayment of principal during the current quarter. In addition, the frequency of those third-party valuations of our portfolio securities is based upon the grade assigned to each such security under our credit grading system as follows: Grade 1, at least annually; Grade 2, at least semi-annually; Grades 3, 4, and 5, at least quarterly. TICC Management also retains the authority to seek, on our behalf, additional third party valuations with respect to both our bilateral portfolio securities and our syndicated loan investments. Our Board of Directors retains ultimate authority as to the third-party review cycle as well as the appropriate valuation of each investment.

Our valuation procedures specifically provide for the review of indicative quotes supplied by the large agent banks that make a market for each security. However, the marketplace for which we obtain indicative bid quotes for purposes of determining the fair value of our syndicated loan investments have shown these attributes of illiquidity as described by ASC-820-10-35. Due to limited market liquidity in the syndicated loan market, TICC believes that the non-binding indicative bids received from agent banks for certain syndicated investments that we own may not be determinative of their fair value and therefore alternative valuation procedures may need to be undertaken. As a result, TICC has engaged third-party valuation firms to provide assistance in valuing certain syndicated investments that we own. In addition, TICC Management prepares an analysis of each syndicated loan, including a financial summary, covenant compliance review, recent trading activity in the security, if known, and other business developments related to the portfolio company. All available information, including non-binding indicative bids which may not be determinative of fair value, is presented to the Valuation Committee to consider in its determination of fair value. In some instances, there may be limited trading activity in a security even though the market for the security is considered not active. In such cases the Valuation Committee will consider the number of trades, the size and timing of each trade, and other circumstances around such trades, to the extent such information is available, in its determination of fair value. The Valuation Committee will evaluate the impact of such additional information, and factor it into its consideration of the fair value that is indicated by the analysis provided by third-party valuation firms. We have considered the factors described in ASC 820-10 and have determined that we are properly valuing the securities in our portfolio.

During the past few years, we have acquired a number of debt and equity positions in CLO investment vehicles. These investments are special purpose financing vehicles. In valuing such investments, we consider the operating metrics of the specific investment vehicle, including compliance with collateralization tests, defaulted and restructured securities, and payment defaults, if any. In addition, we consider the indicative prices provided by the broker who arranges transactions in such investment vehicles, as well as any available information on other relevant transactions in the market. TICC Management or the Valuation Committee may