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As filed with the Securities and Exchange Commission on June 21, 2019
Securities Act File No. 333-216665​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 9
MONROE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(312) 258-8300
(Registrant’s Telephone Number, including Area Code)
Theodore L. Koenig
Chief Executive Officer
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
(Name and Address of Agent for Service)
WITH COPIES TO:
Jonathan H. Talcott
E. Peter Strand
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue, NW, Suite 900
Washington, D.C. 20001
Telephone: (202) 689-2806
Facsimile: (202) 689-2862
Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ☑
It is proposed that this filing will become effective (check appropriate box):
☒ when declared effective pursuant to section 8(c).
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS JUNE 21, 2019
$300,000,000
Monroe Capital Corporation
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
We are a specialty finance company focused on providing financing solutions primarily to lower middle-market companies in the United States and Canada. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity investments. We use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies.
We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities are often referred to as “high yield” or “junk.” In addition, many of the debt securities we hold do not fully amortize prior to maturity, which heightens the risk that we may lose all or a part of our investment.
We may offer, from time to time, in one or more offerings or series, together or separately, up to $300,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities (consisting of debentures, notes or other evidence of indebtedness), subscription rights or debt securities, which we refer to, collectively, as the “securities.” We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus.
Monroe Capital BDC Advisors, LLC serves as our investment advisor. Monroe Capital Management Advisors, LLC serves as our administrator. Each of Monroe Capital BDC Advisors, LLC and Monroe Capital Management Advisors, LLC is affiliated with Monroe Capital, LLC, a leading lender to middle-market companies.
Our common stock is listed on The Nasdaq Global Select Market under the symbol “MRCC.” If our shares trade at a discount to our net asset value, it may increase the risk of loss for purchasers in this offering. On June 20, 2019, the last reported sale price of our stock on The Nasdaq Global Select Market was $11.46 per share. Our net asset value as of March 31, 2019 was $12.67 per share.
Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering. On June 19, 2019, our stockholders voted to allow us to issue common stock at a price below net asset value per share for a period of twelve months subject to certain conditions. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In addition, continuous sales of common stock below net asset value may have a negative impact on total returns and could have a negative impact on the market price of our shares of common stock. See “Risk Factors” and “Sales of Common Stock Below Net Asset Value” incorporated by reference herein.
An investment in our securities is subject to risks, including a risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. Substantially all of the debt instruments in which we invest (i) have and will have variable interest rate provisions that may make it more difficult for borrowers to make debt repayments to us in a rising interest rate environment and (ii) will likely have a principal amount outstanding at maturity, that may lead to a substantial loss to us if the borrower is unable to refinance or repay. See “Risk Factors” included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus to read about factors you should consider, including the risk of leverage, before investing in our securities.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference, before buying any of the securities being offered. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. This information is available free of charge by contacting us at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations, by calling us collect at (312) 258-8300, or on our website at www.monroebdc.com. The SEC also maintains a website at www.sec.gov that contains such information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is          , 2019

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under the shelf registration process, we may offer from time to time up to $300,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities (consisting of debentures, notes or other evidence of indebtedness) on the terms to be determined at the time of the offering. We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information contained in this prospectus or in the documents we incorporate by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, you should carefully read both this prospectus and the applicable prospectus supplement and any related free writing prospectus, together with any exhibits and the additional information described in the sections titled “Available Information,” “Incorporation by Reference,” “Prospectus Summary” and “Risk Factors.”
You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by, or on behalf of, us or to which we have referred you. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus, any prospectus supplement or in any free writing prospectus prepared by, or on behalf of, us or to which we have referred you. You must not rely upon any information or representation not contained in this prospectus, any such prospectus supplements or free writing prospectuses as if we had authorized it. This prospectus, any such prospectus supplements or free writing prospectuses do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in, or incorporated by reference in, this prospectus, any such prospectus supplements or free writing prospectuses is, or will be, accurate as of the dates on their respective covers. Our business, financial condition, results of operations and prospects may have changed since then.
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SUMMARY
This summary highlights some of the information in this prospectus or incorporated by reference. It is not complete and may not contain all of the information that you may want to consider. You should read this entire prospectus, together with any accompanying prospectus supplements or free writing prospectuses and information incorporated by reference, carefully, including, in particular, the more detailed information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and under similar headings in any other documents that are incorporated by reference into this prospectus, and the information set forth under the caption “Available Information” in this prospectus.
As used in this prospectus, except as otherwise indicated, the terms:

“we,” “us” and “our” refer to Monroe Capital Corporation, a Maryland corporation;

MC Advisors refers to Monroe Capital BDC Advisors, LLC, our investment advisor and a Delaware limited liability company;

MC Management refers to Monroe Capital Management Advisors, LLC, our administrator and a Delaware limited liability company;

Monroe Capital refers to Monroe Capital LLC, a Delaware limited liability company, and its subsidiaries and affiliates;

SLF refers to MRCC Senior Loan Fund I, LLC, an unconsolidated Delaware limited liability company, in which we co-invest with NLV Financial Corporation (“NLV”) primarily in senior secured loans;

MRCC SBIC refers to Monroe Capital Corporation SBIC, LP, a Delaware limited partnership, our wholly-owned subsidiary that operates as a small business investment company pursuant to a license received from the United States Small Business Administration; and

LIBOR refers to the one-month, three-month or six-month London Interbank Offered Rate as reported by the British Bankers’ Association. Unless stated otherwise herein, LIBOR refers to the one-month rate.
Monroe Capital Corporation
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act, and that has elected to be treated as a regulated investment company, or RIC, for tax purposes under the U.S. Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December 31, 2012. We provide customized financing solutions to lower middle-market companies in the United States and Canada focused primarily on senior secured, junior secured and unitranche secured (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first out” portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent, unsecured subordinated debt and equity, including equity co-investments in preferred and common stock and warrants.
Our investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through investment in senior secured, unitranche secured and junior secured debt and, to a lesser extent, unsecured subordinated debt and equity investments. We seek to use our extensive leveraged finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior secured, unitranche secured and junior secured debt of middle-market companies. We believe that our primary focus on lending to lower middle-market companies offers several advantages as compared to lending to larger companies, including more attractive economics, lower leverage, more comprehensive and restrictive covenants, more expansive events of default, relatively small debt facilities that provide us with enhanced influence over our borrowers, direct access to borrower management and improved information flow.
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In this prospectus, the term “middle-market” generally refers to companies having annual revenue of between $20 million and $500 million and/or annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of between $3 million and $50 million. Within the middle-market, we consider companies having annual revenues of less than $250 million and/or EBITDA of less than $25 million to be in the “lower middle-market.”
Our Investment Advisor
Our investment activities are managed by our investment advisor, MC Advisors. MC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and their private equity sponsors, analyzing investment opportunities, structuring our investments and managing our investments and portfolio companies on an ongoing basis. MC Advisors was organized in February 2011 and is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act.
Under the investment advisory and management agreement with MC Advisors, or the Investment Advisory Agreement, we pay MC Advisors a base management fee and an incentive fee for its services. See “Management and Other Agreements — Investment Advisory Agreement — Management and Incentive Fee” for a discussion of the base management fee and incentive fee payable by us to MC Advisors. Our independent directors periodically review MC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate.
MC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Monroe Capital’s investment professionals. The senior management team of Monroe Capital, including Theodore L. Koenig and Aaron D. Peck, provides investment services to MC Advisors pursuant to a staffing agreement, or the Staffing Agreement, between MC Management, an affiliate of Monroe Capital, and MC Advisors. Messrs. Koenig and Peck have developed a broad network of contacts within the investment community and average more than 30 years of experience investing in debt and equity securities of lower middle-market companies. In addition, Messrs. Koenig and Peck have extensive experience investing in assets that constitute our primary focus and have expertise in investing throughout all periods of the economic cycle. MC Advisors is an affiliate of Monroe Capital and is supported by experienced investment professionals of Monroe Capital under the terms of the Staffing Agreement. Monroe Capital’s core team of investment professionals has an established track record in sourcing, underwriting, executing and monitoring transactions. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loan and related investments with an aggregate principal value of over $10.5 billion.
In addition to their roles with Monroe Capital and MC Advisors, Messrs. Koenig and Peck serve as our interested directors. Mr. Koenig has more than 30 years of experience in structuring, negotiating and closing transactions on behalf of asset-backed lenders, commercial finance companies, financial institutions and private equity investors at organizations including Monroe Capital, which Mr. Koenig founded in 2004, and Hilco Capital LP, where he led investments in over 20 companies in the lower middle-market. Mr. Peck has more than 25 years of public company management, leveraged finance and commercial lending experience at organizations including Deerfield Capital Management LLC, Black Diamond Capital Management LLC and Salomon Smith Barney Inc. See “Management — Biographical Information — Interested Directors” incorporated by reference into this prospectus.
Messrs. Koenig and Peck are joined on the investment committee of MC Advisors by Michael J. Egan and Jeremy T. VanDerMeid, each of whom is a senior investment professional at Monroe Capital. Mr. Egan has more than 30 years of experience in commercial finance, credit administration and banking at organizations including Hilco Capital, The CIT Group/Business Credit, Inc., The National Community Bank of New Jersey (The Bank of New York) and KeyCorp. Mr. VanDerMeid has more than 20 years of lending and corporate finance experience at organizations including Morgan Stanley Investment Management, Dymas Capital Management Company, LLC and Heller Financial. See “Portfolio Management — Investment Committee.”
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About Monroe Capital
Monroe Capital, a Delaware limited liability company that was founded in 2004, is a leading lender to middle-market companies. As of December 31, 2018, Monroe Capital had approximately $7.0 billion in assets under management. Monroe Capital has maintained a continued lending presence in the lower middle-market throughout the most recent economic downturn. The result is an established lending platform that we believe generates consistent primary and secondary deal flow from a network of proprietary relationships and additional deal flow from a diverse portfolio of over 500 current investments. From Monroe Capital’s formation in 2004 through December 31, 2018, Monroe Capital’s investment professionals invested in over 1,275 loan and related investments with an aggregate principal value of over $10.5 billion. The senior investment team of Monroe Capital averages more than 25 years of experience and has developed a proven investment and portfolio management process that has performed through multiple market cycles. In addition, Monroe Capital’s investment professionals are supported by administrative and back-office personnel focused on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.
Corporate Information
We were incorporated under the laws of Maryland on February 9, 2011. Our principal executive offices are located at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, and our telephone number is (312) 258-8300. We maintain a website at www.monroebdc.com and make all of our periodic and current reports, proxy statements and other information available, free of charge, on or through our website. Information on our website is not incorporated into or part of this prospectus.
Risk Factors
The value of our assets, as well as the market price of our securities will fluctuate. Our investments may be risky, and you may lose all or part of your investment in us. A material portion of our portfolio may have exposure to specific industries. See “Risk Factors” in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K, as well as in any of our subsequent SEC filings.
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FEES AND EXPENSES
The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and actual amounts and percentages may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you,” “us,” “the Company” or “Monroe Capital Corporation,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Monroe Capital Corporation.
Stockholder transaction expenses:
Sales load (as a percentage of offering price)
%(1)
Offering expenses (as a percentage of offering price)
%(2)
Dividend reinvestment plan expenses
%(3)
Total stockholder transaction expenses (as a percentage of offering price)
%(2)
Estimated annual expenses (as a percentage of net assets attributable to common stock):
Base management fee
3.89%(4)
Incentive fees payable under the Investment Advisory Agreement
2.59%(5)
Interest payments on borrowed funds
6.73%(6)
Other expenses (estimated)
1.38%(7)
Acquired fund fees and expenses
1.39%(8)
Total annual expenses (estimated)
15.98%(9)
(1)
In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.
(2)
The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.
(3)
The expenses of the dividend reinvestment plan are included in “other expenses.” See “Dividend Reinvestment Plan.”
(4)
Our base management fee is 1.75% of our total assets (which includes assets purchased with borrowed amounts but does not include cash and cash equivalents). For the purposes of this table, we have assumed that the base management fee will remain at 1.75% as set forth in the Investment Advisory Agreement. We may from time to time decide it is appropriate to change the terms of the Investment Advisory Agreement. Under the 1940 Act, any material change to the Investment Advisory Agreement generally must be submitted to our stockholders for approval. The “base management fee” percentage is calculated as a percentage of net assets attributable to common stockholders, rather than total assets, including assets that have been funded with borrowed monies, because common stockholders bear all of this cost. The base management fee in the table above assumes the base management fee remains consistent with fees incurred for the three months ended March 31, 2019 of  $2.5 million, based on average total assets (excluding cash) for the period of $584.3 million, as a percentage of our average net assets for the period of  $258.9 million. See “Management and Other Agreements — Investment Advisory Agreement.”
(5)
Estimated assuming that annual incentive fees earned by MC Advisors remains consistent with the incentive fees earned, gross of the Incentive Fee Limitation due to the total return requirement, for the three months ended March 31, 2019 of  $1.7 million, as a percentage of our average net assets of $258.9 million for the period. For information about our Incentive Fee Limitation and incentive fee waiver, see “Management and Other Agreements — Investment Advisory Agreement” and “Consolidated Statements of Operations” in our financial statements incorporated by reference into this prospectus.
The incentive fee consists of two parts:
The first part of the incentive fee, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income (including interest that is accrued but not yet received in cash), subject to a 2% quarterly (8% annualized) rate of return on the value of our net assets, or hurdle rate, and a “catch-up”
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provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, MC Advisors receives no incentive fee until our net investment income equals the hurdle rate of 2% but then receives, as a “catch-up,” 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, MC Advisors will receive 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply. The first component of the incentive fee will be computed and paid on income that includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that we have not yet received in cash. Since the hurdle rate is fixed, as interest rates rise, it will be easier for the MC Advisors to surpass the hurdle rate and receive an incentive fee based on net investment income. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income will be payable except to the extent that 20% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. In other words, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle, subject to the “catch-up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of our pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized appreciation and depreciation for the then current and 11 preceding calendar quarters.
The second part of the incentive fee, payable annually in arrears, equals 20% of our realized capital gains on a cumulative basis from inception through the end of the fiscal year, if any (or upon the termination of the Investment Advisory Agreement, as of the termination date), computed net of all realized capital losses on a cumulative basis and unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees. We will accrue (but not pay) an expense for potential payment of capital gain incentive fees with respect to any unrealized appreciation on our portfolio.
See “Management and Other Agreements — Investment Advisory Agreement.”
(6)
We may borrow funds from time to time to make investments to the extent we determine that it is appropriate to do so. The costs associated with any outstanding borrowings are indirectly borne by our investors. The table assumes borrowings are consistent with the average borrowings for the three months ended March 31, 2019 of  $345.2 million, no preferred stock issued or outstanding and average net assets of  $258.9 million. For the three months ended March 31, 2019, we had interest expense of  $4.4 million (including fees for unused portions of commitments). As of March 31, 2019, the weighted average interest rate of our revolving credit facility (excluding debt issuance costs) was 4.74%, the weighted average interest rate on our SBA-guaranteed debentures (excluding debt issuance costs) was 3.42% and the interest rate on our senior unsecured notes was 5.75%. Although we do not have any current plans to issue debt securities or preferred stock in the next twelve months, we may issue debt securities or preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
(7)
Includes our estimated overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by MC Management. The table above assumes “other expenses” remain consistent with the $0.9 million incurred during the three months ended March 31, 2019 and average net assets for the period of  $258.9 million.
(8)
Our stockholders indirectly bear the expenses of our investment in SLF. SLF does not pay any fees to MC Advisors or its affiliates; however, SLF has entered into an administration agreement with MC Management, pursuant to which certain loan servicing and administrative functions are delegated to MC Management. SLF may reimburse MC Management for its allocable share of overhead and other
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expenses incurred by MC Management. For the three months ended March 31, 2019, SLF incurred $46 thousand of allocable expenses. The table above assumes “acquired fund fees and expenses” remain consistent with the $0.9 million of expenses incurred for the three months ended March 31, 2019 and average net assets for the period of  $258.9 million. Future expenses for SLF may be substantially higher or lower because certain expenses may fluctuate over time.
(9)
“Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. We calculate the “total annual expenses” percentage as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been purchased with borrowed amounts. The terms of our indebtedness may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Borrowings” incorporated by reference into this prospectus. If the “total annual expenses” percentage were calculated instead as a percentage of consolidated total assets, our “total annual expenses” would be 6.85% of consolidated total assets. With certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150%, effective June 21, 2018. We have received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiary guaranteed by the SBA from the definition of senior securities for the purposes of the asset coverage ratio. We have included our estimated leverage expenses (consistent with the assumptions in footnote (7)) in “total annual expenses.”
Example
The following example illustrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are not included in the following example:
You would pay the following expenses on a $1,000 investment
1 Year
3 Years
5 Years
10 Years
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)
$ 134 $ 402 $ 669 $ 1,339
Assuming a 5% annual return (assumes entire return is from realized capital gains and thus subject to the capital gains incentive fee)
$ 144 $ 433 $ 725 $ 1,464
This table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. As incentive fees vary based on the character of the 5% return, the example above provides (i) expenses assuming no return from capital gains (therefore not meeting the hurdle rate for the first part of the incentive fee) and (ii) expenses assuming the entire return is from realized capital gains (resulting in a capital gains incentive fee). For the three months ended March 31, 2019, our return included net realized and unrealized capital losses. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, if our board of directors authorizes and we declare a cash distribution, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.
This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
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AVAILABLE INFORMATION
This prospectus is part of a registration statement on Form N-2 we filed with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or other document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. We maintain a website at www.monroebdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. Information contained on our website is not incorporated into this prospectus, and you should not consider information on our website to be part of this prospectus. You may also obtain such information by contacting us in writing at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Investor Relations. The SEC maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov.
INCORPORATION BY REFERENCE
This prospectus is part of a registration statement that we have filed with the SEC. Pursuant to the Small Business Credit Availability Act (“SBCAA”), we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.
We incorporate by reference into this prospectus our filings listed below and any future filings that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus until all of the securities offered by this prospectus and any accompanying prospectus supplement have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not and will not be incorporated by reference:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 5, 2019, as amended by the Form 10-K/A filed with the SEC on April 11, 2019;

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 7, 2019;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 24, 2019;

our Current Reports on Form 8-K filed on March 20, 2019 and June 20, 2019;

the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on October 23, 2012; and

the description of our 5.75% Notes due 2023 contained in our Registration Statement on Form 8-A filed with the SEC on September 12, 2018.
To obtain copies of these filings, see “Available Information.”
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RISK FACTORS
Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference, and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Cautionary Statement Regarding Forward-Looking Statements.”
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference, may contain, forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including:

our dependence on key personnel;

our ability to maintain or develop referral relationships;

the ability of MC Advisors to identify, invest in and monitor companies that meet our investment criteria;

actual and potential conflicts of interest with MC Advisors and its affiliates;

possession of material nonpublic information;

potential divergent interests of MC Advisors and our stockholders arising from our incentive fee structure;

restrictions on affiliate transactions;

competition for investment opportunities;

our ability to maintain our qualification as a RIC and as a business development company;

the impact of a protracted decline in the liquidity of credit markets on our business and portfolio investments;

the adequacy of our financing sources;

the timing, form and amount of any payments, dividends or other distributions from our portfolio companies;

our use of leverage;

changes in interest rates;

SBA regulations affecting MRCC SBIC or any other wholly-owned SBIC subsidiary;

uncertain valuations of our portfolio investments;

fluctuations in our quarterly operating results;

our ability to issue securities at a discount to net asset value per share;

changes in laws or regulations applicable to us or our portfolio companies; and

general economic and political conditions and their impact on the industries in which we invest.
We have based the forward-looking statements on information available to us on the applicable date of this prospectus, free writing prospectus and documents incorporated by reference into this prospectus. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the applicable date of this prospectus, any applicable prospectus supplement or free writing prospectus, including any documents incorporated by reference, and while we believe such information forms, or will form, a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.
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USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement or a free writing prospectus, we intend to use all or substantially all of the net proceeds from the sale of our securities to invest in portfolio companies directly in accordance with our investment objective and strategies and for general corporate purposes. We will also pay operating expenses, including management and administrative fees, and may pay other expenses from the net proceeds of any offering of our securities.
We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of any offering of our securities, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. It may take more or less time for us to identify, negotiate and enter into investments and fully deploy any proceeds we raise, and we cannot assure you that we will achieve our targeted investment pace.
Until such appropriate investment opportunities can be found, we will invest the net proceeds of any offering of our securities primarily in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments. See “Regulation — Temporary Investments” for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.
The prospectus supplement to this prospectus relating to an offering will more fully identify the use of the proceeds from such offering.
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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our common stock began trading on The Nasdaq Global Market under the ticker symbol “MRCC” on October 25, 2012. Prior to that date, there was no established trading market for our common stock. Our common stock is now traded on the Nasdaq Global Select Market. Our common stock has historically traded both above and below net asset value (“NAV”).
The following table sets forth the high and low closing sales prices of our common stock, the closing sales price as a percentage of our NAV and the distributions declared by us since January 1, 2017.
Closing Sales Price
Premium
(Discount) of
High Sales
Price to
NAV(2)
Premium
(Discount) of
Low Sales
Price to
NAV(2)
Declared
Distributions(3)
NAV(1)
High
Low
Year ending December 31, 2019
Second Quarter (through June 20, 2019)
(4) $ 12.47 $ 11.29 (4) (4) $ 0.35(5)(6)
First Quarter
$ 12.67 $ 13.25 $ 9.58 4.6% (24.4)% $ 0.35(6)
Year ending December 31, 2018
Fourth Quarter
$ 12.66 $ 13.56 $ 9.16 7.1% (27.6)% $ 0.35(7)
Third Quarter
$ 12.95 $ 14.00 $ 13.22 8.1% 2.1% $ 0.35(7)
Second Quarter
$ 13.35 $ 14.52 $ 12.31 8.8% (7.8)% $ 0.35(7)
First Quarter
$ 13.49 $ 14.28 $ 12.20 5.9% (9.6)% $ 0.35(7)
Year ending December 31, 2017
Fourth Quarter
$ 13.77 $ 14.70 $ 13.75 6.8% (0.1)% $ 0.35(8)
Third Quarter
$ 14.01 $ 15.22 $ 13.50 8.6% (3.6)% $ 0.35(8)
Second Quarter
$ 14.05 $ 16.14 $ 14.92 14.9% 6.2% $ 0.35(8)
First Quarter
$ 14.34 $ 16.09 $ 15.18 12.2% 5.9% $ 0.35(8)
(1)
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2)
Calculated by taking the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.
(3)
Represents the distribution declared in the specified quarter. We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions. See “Dividend Reinvestment Plan.”
(4)
NAV calculation is not yet available.
(5)
On May 31, 2019, we declared a quarterly distribution of  $0.35 per share, to be paid on June 28, 2019 to stockholders of record as of June 14, 2019.
(6)
Our management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent that our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. The tax character of distributions will be determined at the end of the fiscal year.
(7)
There was no return of capital for tax purposes for the year ended December 31, 2018.
(8)
There was no return of capital for tax purposes for the year ended December 31, 2017.
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To the extent we have income available, we intend to make quarterly distributions to our stockholders. Our quarterly distributions, if any, are determined by our board of directors. Any distributions to our stockholders are declared out of assets legally available for distribution.
We elected to be treated as a RIC under the Code beginning with our taxable year ending December 31, 2012, have qualified in each taxable year since, and intend to qualify annually hereafter. To obtain and maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our net ordinary income for such calendar year; (b) 98.2% of our net capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year; and (c) any net ordinary income and net capital gains for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax.
We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. See “Material U.S. Federal Income Tax Considerations.” We cannot assure you that we will achieve results that will permit us to continue to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
Our management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent that our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. The tax character of distributions will be determined at the end of the fiscal year. A return of capital distribution is not a distribution from earnings and profits, but is rather a return of the money initially invested and while it may not be currently taxable, it lowers the stockholder’s basis in the stock, which may result in higher capital gains when the stockholder’s investment in us is ultimately sold.
Unless you elect to receive your dividends in cash, we intend to make such distributions in additional shares of our common stock under our dividend reinvestment plan. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, investors participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes. If you hold shares of our common stock in the name of a broker or financial intermediary, you should contact such broker or financial intermediary regarding your election to receive distributions in cash in lieu of shares of our common stock. Any dividends reinvested through the issuance of shares through our dividend reinvestment plan will increase our assets on which the base management fee and the incentive fee are determined and paid to MC Advisors. See “Dividend Reinvestment Plan.”
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Senior Securities
Information about our senior securities is shown in the following table as of December 31, 2018 and for the years indicated in the table (dollars in thousands). This annual information has been derived from our audited consolidated financial statements for each respective period, which have been audited by RSM US LLP, our independent registered public accounting firm, and are incorporated by reference into this prospectus. RSM US LLP’s report on the senior securities table as of December 31, 2018 is attached as an exhibit to the registration statement of which this prospectus is a part.
Class and Year
Total Amount
Outstanding
Exclusive of
Treasury
Securities(1)
Asset
Coverage
per Unit(2)
Involuntary
Liquidating
Preference
per Unit(3)
Average
Market Value
per Unit(4)
Revolving Credit Facility
December 31, 2018
$ 136,026 $ 3,410 N/A
December 31, 2017
117,092 3,380 N/A
December 31, 2016
129,000 2,877 N/A
December 31, 2015
123,700 2,512 N/A
December 31, 2014
82,300 2,675 N/A
December 31, 2013
76,000 2,922 N/A
December 31, 2012
55,000 2,521 N/A
5.75% Notes due 2023
December 31, 2018
$ 69,000 $ 6,722 $ 986(5)
Secured borrowings(6)
December 31, 2018
$ $ N/A
December 31, 2017
N/A
December 31, 2016(7)
1,320 281,189 N/A
December 31, 2015(8)
2,535 122,592 N/A
December 31, 2014(9)
4,134 53,259 N/A
December 31, 2013(10)
7,997 27,772 N/A
December 31, 2012
N/A
Total
December 31, 2018
$ 205,026 $ 2,262 N/A
December 31, 2017
117,092 3,380 N/A
December 31, 2016
130,320 2,848 N/A
December 31, 2015
126,235 2,462 N/A
December 31, 2014
86,434 2,547 N/A
December 31, 2013
83,997 2,644 N/A
December 31, 2012
55,000 2,521 N/A
(1)
Total amount of each class of senior securities outstanding at the end of the period presented.
(2)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage per Unit (including for the 5.75% Notes due 2023, which were issued in $25 increments). On October 2, 2014, we received exemptive relief from the SEC to permit us to exclude the debt of MRCC SBIC guaranteed by the SBA from our asset coverage test under the 1940 Act.
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(3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(4)
Not applicable, except for with respect to the 5.75% Notes due 2023, as senior securities are not registered for public trading.
(5)
The average market value for the 5.75% Notes due 2023 is calculated as the average daily closing prices of such notes on the Nasdaq Global Select Market for the year divided by the par value per unit of such notes. This average market value is multiplied by $1,000 to determine the Average Market Value per Unit.
(6)
Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”) because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. Amounts presented in this table represent the par amount outstanding.
(7)
The secured borrowings have a weighted average stated interest rate of 6.26%, a weighted average years to maturity of 1.0 year and a fair value as of December 31, 2016 of  $1,314.
(8)
The secured borrowings have a weighted averaged stated interest rate of 5.75%, a weighted average years to maturity of 2.0 years and a fair value as of December 31, 2015 of  $2,476.
(9)
The secured borrowings have a weighted averaged stated interest rate of 5.45%, a weighted average years to maturity of 3.0 years and a fair value as of December 31, 2014 of  $4,008.
(10)
The secured borrowings have a weighted averaged stated interest rate of 4.33%, a weighted average years to maturity of 4.0 years and a fair value as of December 31, 2013 of  $7,943.
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PORTFOLIO COMPANIES
The following table sets forth certain information as of March 31, 2019, for each portfolio company in which we had a debt or equity investment. Other than equity investments, we expect that our only formal relationships with our portfolio companies will be the managerial assistance we may provide, and the board observation or participation rights we may receive. Except as identified in a footnote below, we do not “control” and are not an “affiliate” of any of our portfolio companies, as each term is defined in the 1940 Act. In general, under the 1940 Act, we would “control” a portfolio company if we owned more than 25.0% in voting securities and would be an “affiliate” of a portfolio company if we owned 5.0% or more of its voting securities.
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
AdTheorent, Inc.
315 Hudson Street, 9th Floor
New York, NY 10013
Media: Advertising, Printing & Publishing
Senior Secured
10.99% (LIBOR + 8.50%, 0.50% Floor)
12/22/2021
4,029 $ 4,035
Class A Voting
Units
(128,866 Units)(d)(e)
(f)
262 0.50%
American Community Homes, Inc.
250 West 57th Street, Suite 816
New York, NY 10107
Banking, Finance,
Insurance & Real
Estate
Senior Secured(g)
12.50% PIK (LIBOR +
10.00%, 1.50% Floor)
12/31/2020
8,046 6,574
Senior Secured(g) 17.00% PIK (LIBOR +
14.50%, 1.50% Floor)
12/31/2020
4,931 4,028
Senior Secured(g) 12.50% PIK (LIBOR +
10.00%, 1.50% Floor)
12/31/2020
609 497
Senior Secured(g) 12.50% PIK (LIBOR +
10.00%, 1.50% Floor)
12/31/2020
488 399
Senior Secured(g) 17.00% PIK (LIBOR +
14.50%, 1.50% Floor)
12/31/2020
265 217
Senior Secured(g) 10.50% PIK (LIBOR +
8.00%, 1.50% Floor)
12/31/2020
1,778 1,452
Senior Secured(g) 10.50% PIK (LIBOR +
8.00%, 1.50% Floor)
12/31/2020
3,333 2,723
Warrant to purchase up to 22.3% of the equity(e)(g) (f)
12/18/2024
American Optics Holdco, Inc.
40 Washington St, Suite 250
Wellesley, MA 02481
Healthcare & Pharmaceuticals
Senior Secured(h)(i)
9.50% (LIBOR + 7.00%,
1.00% Floor)
9/13/2022
4,293 4,265
Senior Secured(h)(i)
9.50% (LIBOR + 7.00%,
1.00% Floor)
9/13/2022
1,669 1,658
Revolver(h)(i)(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
9/13/2022
440
Revolver(h)(i)(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
9/13/2022
440
Answers Finance, LLC
6665 Delmar Boulevard
Saint Louis, MO 63130
High Tech Industries Common stock
(76,539 shares)(d)(e)
(f)
172 0.77%
APCO Worldwide, Inc.
1299 Pennsylvania Ave NW #300
Washington, DC 20004
Services: Business
Senior Secured
10.50% (LIBOR + 8.00%, 0.50% Floor)
6/30/2022
4,812 4,731
Class A voting
common stock (100
shares)(d)(e)
(f)
307 0.98%
Atlas Sign Industries of FLA, LLC
1077 West Blue Heron Boulevard
West Palm Beach, FL 33404
Services: Business
Senior Secured(k)
13.00%/ 1.00% PIK (LIBOR + 11.50%, 1.00% Floor)
5/15/2023
3,500 3,334
Warrants to purchase up to 0.8% of the equity(d)(e) (f)
5/14/2026
85
Attom Intermediate Holdco, LLC
1 Venture, Suite 300
Irvine, CA 92618
Media: Diversified
& Production
Senior Secured
8.25% (LIBOR + 5.75%,
1.00% Floor)
1/4/2024
1,995 1,997
Revolver(j) 8.25% (LIBOR + 5.75%,
1.00% Floor)
1/4/2024
320
Class A Units
(260,000 units)(d)(e)
(f)
256 0.48%
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Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
BJ Services, LLC
11211 FM 2920 Road
Tomball, TX 77375
Energy: Oil & Gas
Senior Secured 9.65% (LIBOR + 7.00%,
1.50% Floor)
1/3/2023
4,500 $ 4,498
Bluestem Brands, Inc.
6509 Flying Cloud Drive
Eden Prairie, MN 55344
Retail Senior Secured 10.00% (LIBOR + 7.50%, 1.00% Floor)
11/6/2020
2,396 1,770
Burroughs, Inc.
41100 Plymouth Road
Plymouth, MI 48170
Services: Business
Senior Secured(k)
9.99% (LIBOR + 7.50%,
1.00% Floor)
12/22/2022
5,850 5,718
Revolver(j) 9.99% (LIBOR + 7.50%,
1.00% Floor)
12/22/2022
1,215 1,125
Cali Bamboo, LLC
6675 Mesa Ridge Road #100
San Diego, CA 92121
Construction & Building
Senior Secured
8.75% (LIBOR + 6.25%,
0.50% Floor)
7/10/2020
7,916 7,916
Revolver(j) 8.75% (LIBOR + 6.25%,
0.50% Floor)
7/10/2020
2,165 866
California Pizza Kitchen, Inc.
12181 Bluff Creek Drive
Playa Vista, CA 90094
Beverage, Food &
Tobacco
Senior Secured 8.50% (LIBOR + 6.00%,
1.00% Floor)
8/23/2022
6,825 6,612
Certify, Inc.
20 York Street, Suite 201
Portland, ME 04101
Services: Business
Senior Secured
8.50% (LIBOR + 6.00%,
1.00% Floor)
2/28/2024
9,000 8,973
Delayed Draw(j)(l) 8.50% (LIBOR + 6.00%,
1.00% Floor)
2/28/2024
1,227
Revolver(j) 8.50% (LIBOR + 6.00%,
1.00% Floor)
2/28/2024
409
Collaborative Neuroscience Network, LLC
12772 Valley View Street #3
Garden Grove, CA 92845
Healthcare & Pharmaceuticals
Unitranche(n)
14.00% (LIBOR + 11.50%, 1.50% Floor)
n/a(m)
6,120 6,025
Unitranche(n) 12.00% Cash/ 3.00% PIK
n/a(m)
306 306
Revolver(n) 12.50% (LIBOR + 10.00%)
n/a(m)
200 200
Warrant to purchase up to 1.5% of the equity(d)(e) (f)
12/27/2022
190
Warrant to purchase up to 2.1% of the equity(d)(e) (f)
12/31/2027
Construction Supply Acquisition, LLC
9 Greenway Plaza
Houston, TX 77046
Construction & Building Senior Secured 8.50% (LIBOR + 6.00%,
1.00% Floor)
6/30/2023
4,650 4,638
Crownpeak Technology, Inc.
707 17th Street, Floor 38
Denver, CO 80202
Media: Diversified
& Production
Senior Secured
8.74% (LIBOR + 6.25%,
1.00% Floor)
2/28/2024
4,000 4,010
Delayed Draw(j)(l) 8.74% (LIBOR + 6.25%,
1.00% Floor)
2/28/2024
333
Revolver(j) 8.74% (LIBOR + 6.25%,
1.00% Floor)
2/28/2024
167
CSM Bakery Supplies, LLC
1912 Montreal Road W
Tucker, GA 30084
Beverage, Food &
Tobacco
Junior Secured 10.55% (LIBOR + 7.75%, 1.00% Floor)
7/5/2021
5,792 5,430
Curion Holdings, LLC
3548 Route 9 South, 2nd Floor
Old Bridge, NJ 08857
Services: Business
Senior Secured(g)(k)
14.00% PIK
5/2/2022
4,080 3,723
Revolver(g)(j) 14.00% PIK
5/2/2022
462 250
Junior Secured(g)(k)
15.00% PIK(o)
1/2/2023
1,720
Junior Secured(g)(k)
15.00% PIK(o)
1/2/2023
44
Common stock
(58,779 shares)(e)(g)
(f)
12.10%
Destination Media, Inc.
1070 Woodward Avenue
Detroit, MI 48226
Media: Advertising, Printing & Publishing
Senior Secured(k)
8.00% (LIBOR + 5.50%,
1.00% Floor)
4/7/2022
5,024 5,075
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
4/7/2022
542
Echelon Funding I, LLC
1625 S. Congress Avenue
Delray Beach, FL 33445
Banking, Finance,
Insurance & Real
Estate
Delayed Draw(h)(j)(l)
9.99% (LIBOR + 7.50%,
0.50% Floor)
2/24/2022
15,750 15,374
16

TABLE OF CONTENTS
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
Education Corporation of America
1033 Skokie Boulevard, Suite 360
Northbrook, IL 60062
Services: Consumer
Junior Secured
8.10% Cash/ 5.50% PIK(o) (LIBOR + 11.00%)
3/31/2020
2,292 $ 2,292
Series G Preferred
Stock (8,333
shares)(d)(e)
12.00% PIK(o)
4,583 20.83%
Energy Services Group, LLC
141 Longwater Drive, Suite 113
Norwell, MA 02061
High Tech Industries
Unitranche(h)(n)(p)
9.42% (LIBOR + 8.42%,
1.00% Floor)
5/4/2022
5,092 5,092
Unitranche(n) 10.92% (LIBOR + 8.42%, 1.00% Floor)
5/4/2022
4,337 4,337
Unitranche(n) 10.92% (LIBOR + 8.42%, 1.00% Floor)
5/4/2022
1,234 1,234
Familia Dental Group Holdings, LLC
2050 East Algonquin Road, Suite 610
Schaumburg, IL 60173
Healthcare & Pharmaceuticals
Senior Secured(k)
10.50% (LIBOR + 8.00%, 0.50% Floor)
4/8/2021
5,019 4,906
Senior Secured 10.50% (LIBOR + 8.00%, 0.50% Floor)
4/8/2021
483 472
Revolver(j) 10.50% (LIBOR + 8.00%, 0.50% Floor)
4/8/2021
573 286
First Call Resolution, LLC
2911 Tennyson Ave, Suite 304
Eugene, OR 97408
Services: Business
Senior Secured
9.49% (LIBOR + 7.00%,
0.50% Floor)
9/22/2022
9,900 10,098
Senior Secured(k) 9.49% (LIBOR + 7.00%,
0.50% Floor)
9/22/2022
4,085 4,166
Forman Mills, Inc.
1070 Thomas Busch Memorial Highway
Pennsauken, NJ 08110
Retail Senior Secured(k) 10.00% Cash/ 2.00% PIK (LIBOR + 9.50%, 1.00% Floor)
10/4/2021
8,309 8,068
Hastings Manufacturing Company
325 N Hanover Street
Hastings, MI 49058
Automotive
Senior Secured
10.75% (LIBOR + 8.25%, 1.00% Floor)
4/24/2023
2,925 2,798
Delayed Draw(j)(l) 10.75% (LIBOR + 8.25%, 1.00% Floor)
4/24/2023
899
HaystackID LLC
Six Beacon Street, Suite 815
Boston, MA 02108
Services: Business
Senior Secured
9.00% (LIBOR + 6.50%,
1.00% Floor)
1/12/2024
4,988 4,997
Revolver(j) 9.00% (LIBOR + 6.50%,
1.00% Floor)
1/12/2024
403 161
HFZ Capital Group, LLC
600 Madison Avenue, Fifteenth Floor
New York, NY 10022
Banking, Finance,
Insurance & Real
Estate
Senior Secured(h) 12.80% Cash/ 0.17% PIK(q) (LIBOR + 10.17%, 1.00% Floor)
10/21/2019
18,000 18,000
HFZ Member RB Portfolio LLC
600 Madison Avenue, Fifteenth Floor
New York, NY 10022
Banking, Finance,
Insurance & Real
Estate
Delayed Draw(h)(j)(l)
14.62% (LIBOR + 12.00%, 1.00% Floor)
10/29/2021
9,000 4,469
Host Analytics, Inc.
555 Twin Dolphin Drive, Suite 400
Redwood City, CA 94065
High Tech Industries
Senior Secured
8.49% (LIBOR + 6.00%,
1.00% Floor)
12/28/2023
9,500 9,500
Revolver(j) 8.49% (LIBOR + 6.00%,
1.00% Floor)
12/28/2023
442
Class A Units
(441,860 units)(d)(e)
(f)
453 0.45%
Incipio, LLC
6001 Oak Canyon
Irvine, CA 92618
Consumer Goods:
Non-Durable
Unitranche(n)(r)
11.00% Cash/ 0.56%
PIK(s) (LIBOR + 9.06%,
1.00% Floor)
5/31/2019
13,803 12,685
Unitranche(n)(t) 11.00% (LIBOR + 8.50%, 1.00% Floor)
5/31/2019
3,613 3,599
Unitranche(n) 11.00% (LIBOR + 8.50%, 1.00% Floor)
5/31/2019
1,535 1,529
Junior Secured(u) 10.70% PIK(o)
12/31/2020
7,194
Junior Secured(v) 10.70% PIK(o)
12/31/2020
3,766 1,109
Series C common units (1,774 shares)(e)(g) (f)
17.74%
Inland Pipe Rehabilitation LLC
1510 Klondike Road, Suite 400
Conyers, GA 30094
Construction & Building
Senior Secured
8.10% (LIBOR + 5.50%,
1.00% Floor)
12/26/2024
12,469 12,431
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
12/26/2024
4,118 2,789
InMobi Pte, Ltd.
2951 28th Street, Suite 1000
Santa Monica, CA 90405
Media: Advertising, Printing & Publishing Right to purchase
2.8% of the
equity(d)(e)(h)(i)
(f)
9/18/2025
209
IT Global Holding LLC
222 W. Las Colinas Blvd. Suite 1650E
Irving, TX 75039
Services: Business
Senior Secured
9.50% (LIBOR + 7.00%,
1.00% Floor)
11/10/2023
10,434 10,419
Revolver(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
11/10/2023
875 263
17

TABLE OF CONTENTS
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
Landpoint, LLC
5486 Airline Drive
Bossier City, LA 71111
Energy: Oil & Gas
Senior Secured
13.00% (LIBOR + 10.50%, 1.50% Floor)
12/20/2019
2,256 $ 2,251
Revolver(j) 13.00% (LIBOR + 10.50%, 1.50% Floor)
12/20/2019
313
Liftforward SPV II, LLC
180 Maiden Lane, 10th Floor
New York, NY 10038
Banking, Finance,
Insurance & Real
Estate
Senior Secured(h)(j)
13.25% (LIBOR + 10.75%, 0.50% Floor)
11/10/2020
10,000 4,105
LuLu’s Fashion Lounge, LLC
195 Humboldt Avenue
Chico, CA 95928
Retail Senior Secured 9.50% (LIBOR + 7.00%,
1.00% Floor)
8/29/2022
4,437 4,433
Luxury Optical Holdings Co.
260 West 39th Street – 12th Floor
New York, NY 10018
Retail
Senior Secured(g)
10.50% PIK (LIBOR +
8.00%, 1.00% Floor)
9/12/2019
4,824 4,429
Delayed Draw(g)(j)(l)
14.00% (LIBOR + 11.50%, 1.00% Floor)
9/12/2019
1,059 622
Revolver(g) 10.50% PIK (LIBOR +
8.00%, 1.00% Floor)
9/12/2019
222 204
Common stock
(86 shares)(e)(g)
(f)
9.56%
Madison Logic, Inc.
257 Park Avenue South, 5th Floor
New York, NY 10010
Services: Business
Senior Secured(k)
10.50% (LIBOR + 8.00%, 0.50% Floor)
11/30/2021
9,868 9,868
Revolver(j) 10.50% (LIBOR + 8.00%, 0.50% Floor)
11/30/2021
988
Magneto & Diesel Acquisition, Inc.
7902 FM 1960 Bypass Rd. W.
Humble, Texas 77338
Automotive
Senior Secured
8.00% (LIBOR + 5.50%,
1.00% Floor)
12/18/2023
4,987 4,965
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
12/18/2023
500 83
Mammoth Holdings, LLC
1380 West Paces Ferry Road NW, Suite 2160
Atlanta, GA 30327
Services: Consumer
Senior Secured
8.80% (LIBOR + 6.00%,
1.00% Floor)
10/16/2023
1,995 1,992
Delayed Draw(j)(l) 8.80% (LIBOR + 6.00%,
1.00% Floor)
10/16/2023
4,167
Revolver(j) 8.80% (LIBOR + 6.00%,
1.00% Floor)
10/16/2023
500
MC Sign Lessor Corp.
8959 Tyler Boulevard
Mentor, OH 44060
Media: Advertising, Printing & Publishing
Senior Secured
9.49% (LIBOR + 7.00%,
1.00% Floor)
12/22/2022
9,159 9,250
Senior Secured 9.49% (LIBOR + 7.00%,
1.00% Floor)
12/22/2022
2,083 2,104
Revolver(j) 9.49% (LIBOR + 7.00%,
1.00% Floor)
12/22/2022
625
Mergermarket Bidco Limited
330 Hudson Street, 4th Floor
New York, NY 10013
Media: Broadcasting & Subscription Junior Secured 9.75% (LIBOR + 7.25%,
0.50% Floor)
8/4/2025
4,500 4,472
MFG Chemical, LLC
1804 Kimberly Park Drive
Dalton, GA 30720
Chemicals, Plastics
& Rubber
Unitranche(n)
8.50% (LIBOR + 6.00%,
0.50% Floor)
6/23/2022
1,129 1,114
Unitranche(k)(n) 8.50% (LIBOR + 6.00%,
0.50% Floor)
6/23/2022
10,477 10,335
Micro Holdings Corp.
909 N. Sepulveda Boulevard, 11th Floor
El Segundo, CA 90245
High Tech Industries Junior Secured
9.99% (LIBOR + 7.50%)
8/18/2025
3,000 2,963
Midwest Composite Technologies, LLC
1050 Walnut Ridge Drive
Hartland, WI 53029
Chemicals, Plastics
& Rubber
Senior Secured
8.75% (LIBOR + 6.25%,
1.00% Floor)
8/31/2023
896 913
Delayed Draw(j)(l) 8.75% (LIBOR + 6.25%,
1.00% Floor)
8/31/2023
600
Revolver(j) 8.75% (LIBOR + 6.25%,
1.00% Floor)
8/31/2023
90
Mid-West Wholesale Hardware Co.
1000 North Century Avenue
Kansas City, MO 64120
Wholesale
Senior Secured(k)
10.50% (LIBOR + 8.00%, 0.50% Floor)
2/9/2022
16,361 16,279
Revolver(j) 10.50% (LIBOR + 8.00%, 0.50% Floor)
2/9/2022
5,491 3,278
Millennial Brands LLC
126 W 9th Street
Los Angeles, CA 90015
Consumer Goods:
Non-Durable
Preferred Units (10 units)(e)(g)
(f)
10.07%
Common Units (75,502 units)(e)(g) (f)
7.55%
Mindbody, Inc.
4051 Broad Street, Suite 220
San Luis Obispo, CA 93401
High Tech Industries
Senior Secured
9.48% (LIBOR + 7.00%,
1.00% Floor)
2/14/2025
6,333 6,346
Revolver(j) 9.48% (LIBOR + 7.00%,
1.00% Floor)
2/14/2025
667
18

TABLE OF CONTENTS
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
Mnine Holdings, Inc.
12000 Biscayne Boulevard, Suite 600
Miami, FL 33181
High Tech Industries Unitranche(n) 9.25% (LIBOR + 6.75%,
1.00% Floor)
11/2/2023
7,980 $ 8,024
MRCC Senior Loan Fund I, LLC
311 South Wacker Drive, Suite 6400
Chicago, IL 60606
Investment Funds
& Vehicles
LLC Equity Interest (50.0% of the equity interest)(h)(w)
32,032 50.00%
Nearly Natural, Inc.
695 E 10th Avenue
Hialeah, FL 33010
Wholesale
Senior Secured(k)
9.60% (LIBOR + 7.00%,
1.00% Floor)
12/15/2022
6,913 6,843
Revolver(j) 9.60% (LIBOR + 7.00%,
1.00% Floor)
12/15/2022
1,522 761
Class A Units
(152,174 units)(d)(e)
(f)
132 0.44%
Newforma, Inc.
1750 Elm Street
Manchester, NH 03104
High Tech Industries
Senior Secured(k)
8.10% (LIBOR + 5.50%,
1.00% Floor)
6/30/2022
14,775 14,775
Revolver(j) 8.10% (LIBOR + 5.50%,
1.00% Floor)
6/30/2022
1,250
Nova Wildcat Amerock, LLC
10115 Kincey Avenue, Suite 210
Huntersville, NC 28078
Consumer Goods:
Durable
Senior Secured
8.25% (LIBOR + 5.75%,
1.00% Floor)
10/12/2023
9,476 9,419
Revolver(j) 8.25% (LIBOR + 5.75%,
1.00% Floor)
10/12/2023
931 106
Parterre Flooring & Surface Systems, LLC
500 Research Drive
Wilmington, MA 01887
Consumer Goods:
Durable
Senior Secured(k)
9.75% (LIBOR + 7.25%,
1.00% Floor)
8/22/2022
11,100 10,789
Revolver(j) 9.75% (LIBOR + 7.25%,
1.00% Floor)
8/22/2022
2,400 675
PeopleConnect Intermediate, LLC
1501 4th Avenue, Suite 400
Seattle, WA 98101
Services: Consumer
Senior Secured
15.30% (LIBOR + 12.50%, 1.00% Floor)
7/1/2020
4,636 4,610
Senior Secured 9.30% (LIBOR + 6.50%,
1.00% Floor)
7/1/2020
4,272 4,255
Revolver(j) 12.30% (LIBOR + 9.50%, 1.00% Floor)
7/1/2020
236 118
PKS Holdings, LLC
18 Corporate Woods Blvd.
Albany, NY 12211
Banking, Finance,
Insurance & Real
Estate
Senior Secured(h)
12.49% (LIBOR + 10.00%, 0.50% Floor)
11/30/2022
1,733 1,712
Revolver(h)(j) 12.49% (LIBOR + 10.00%, 0.50% Floor)
11/30/2022
80
Warrant to purchase up to 0.8% of the equity(d)(e)(h) (f)
11/30/2027
13
Playtime, LLC
13310 James East Casey Avenue
Englewood, CO 80112
Hotels, Gaming &
Leisure
Preferred Units (8,665 units)(d)(e) (f)
1.35%
Priority Ambulance, LLC
9721 Cogdill Road, Suite 302
Knoxville, TN 37932
Healthcare & Pharmaceuticals
Unitranche(n)(x)
9.10% (LIBOR + 6.50%,
1.00% Floor)
4/12/2022
10,015 9,965
Unitranche(n)(y) 9.10% (LIBOR + 6.50%,
1.00% Floor)
4/12/2022
1,253 1,247
Delayed Draw(j)(l)(n)
9.10% (LIBOR + 6.50%,
1.00% Floor)
4/12/2022
2,485 444
Delayed Draw(j)(l)(n)
9.10% (LIBOR + 6.50%,
1.00% Floor)
4/12/2022
246
Prototek Sheetmetal Fabrication, LLC
244 Burnham Intervale Rd
Contoocook, NH 03229
High Tech Industries
Senior Secured
9.50% (LIBOR + 7.00%,
1.00% Floor)
12/12/2022
3,456 3,437
Delayed Draw(j)(l) 9.50% (LIBOR + 7.00%,
1.00% Floor)
12/12/2022
2,327 806
Revolver(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
12/12/2022
233
Quirch Foods Holdings, LLC
2701 South Le Jeune Road, 12th Floor
Coral Gables, FL 33134
Consumer Goods:
Non-Durable
Senior Secured
8.49% (LIBOR + 6.00%)
12/19/2025
1,995 2,005
RedZone Robotics, Inc.
91 43rd Street, Suite 250
Pittsburgh, PA 15201
Services: Business
Senior Secured
9.25% Cash/ 1.00% PIK
(LIBOR + 7.75%, 1.00%
Floor)
6/5/2023
756 688
Revolver(j) 9.25% Cash/ 1.00% PIK
(LIBOR + 7.75%, 1.00%
Floor)
6/5/2023
158
19

TABLE OF CONTENTS
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
Rockdale Blackhawk, LLC
1700 Brazos Avenue
Rockdale, TX 76567
Healthcare & Pharmaceuticals
DIP Facility
15.10%
n/a(m)
198 $ 198
DIP Facility 15.10%
n/a(m)
8,877 8,877
Senior Secured 15.50% (LIBOR +
13.00%, 1.00% Floor)(o)
3/31/2020
10,923 8,692
RPL Bidco Limited
67-74 Saffron Hill
London, England, EC1N 8QX
High Tech Industries
Senior
Secured(h)(i)(p)
8.36% (LIBOR + 7.50%)
11/9/2023
14,056 14,196
Delayed
Draw(h)(i)(j)(l)(p)
8.36% (LIBOR + 7.50%)
11/9/2023
2,086
Revolver(h)(i)(j)(p)
8.36% (LIBOR + 7.50%)
11/9/2023
521
RugsUSA, LLC
8 Santa Fe Way
Cranbury, NJ 08512
Consumer Goods:
Durable
Unitranche(n) 8.61% (LIBOR + 6.00%,
1.00% Floor)
4/28/2023
4,000 3,990
Security Services Acquisition
90 Town Center Street, Suite 202
Daleville, VA 24083
Services: Business
Senior Secured(k)
8.58% (LIBOR + 6.00%,
1.00% Floor)
2/15/2024
3,500 3,497
Delayed Draw(j)(k)(l)
8.58% (LIBOR + 6.00%,
1.00% Floor)
2/15/2024
2,500
Delayed Draw(j)(k)(l)
8.58% (LIBOR + 6.00%,
1.00% Floor)
2/15/2024
2,188
Revolver(j) 8.58% (LIBOR + 6.00%,
1.00% Floor)
2/15/2024
1,042
SHI Holdings, Inc.
620 Newport Center Drive, 8th Floor
Newport Beach, CA 92660
Healthcare & Pharmaceuticals
Senior Secured(k)
12.75% PIK (LIBOR +
10.25%, 1.00% Floor)
12/31/2020
2,637 2,612
Revolver(j) 12.75% PIK (LIBOR +
10.25%, 1.00% Floor)
12/31/2020
4,227 3,515
Common stock
(24 shares)(e)(g)
(f)
126 19.09%
StormTrap, LLC
1287 Windham Parkway
Romeoville, IL 60446
Environmental Industries
Senior Secured
8.00% (LIBOR + 5.50%,
1.00% Floor)
12/8/2023
7,980 7,956
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
12/8/2023
432 216
Summit Container Corporation
4080 McGinnis Ferry Road, Suite 501
Alpharetta, GA 30005
Containers,
Packaging & Glass
Senior Secured(g)(k)
10.50% (LIBOR + 8.00%, 1.00% Floor)
1/6/2021
3,259 3,029
Revolver(g)(j)(k) 10.50% (LIBOR + 8.00%, 1.00% Floor)
1/6/2021
8,000 5,634
Warrant to purchase up to 19.5% of the equity(e)(g) (f)
1/6/2024
Synergy Environmental Corporation
1180 Peachtree Street, Suite 2500
Atlanta, GA 30309
Environmental Industries
Senior Secured(k)
9.00% (LIBOR + 6.50%,
0.50% Floor)
4/29/2021
2,912 2,902
Senior Secured(k) 9.00% (LIBOR + 6.50%,
0.50% Floor)
4/29/2021
487 485
Delayed Draw(j)(l) 9.00% (LIBOR + 6.50%,
0.50% Floor)
4/29/2021
1,315 829
Revolver(j) 9.00% (LIBOR + 6.50%,
0.50% Floor)
4/29/2021
671 402
The Octave Music Group, Inc.
850 Third Avenue, Suite 15C
New York, NY 10022
Media: Diversified
& Production
Junior Secured 10.73% (LIBOR + 8.25%, 1.00% Floor)
5/27/2022
5,000 5,000
The Tie Bar Operating Company, LLC
123 Ambassador Drive, Suite 123
Naperville, IL 60540
Retail
Class A Preferred Units
(1,275 units)(d)(e)
(f)
110 0.26%
Class B Preferred Units
(1,275 units)(d)(e)
(f)
0.26%
The Worth Collection, Ltd.
520 Eighth Avenue, 23rd Floor
New York, NY 10018
Retail Senior Secured(k) 11.00% (LIBOR + 8.50%, 0.50% Floor)
9/29/2021
10,588 8,682
Toojay’s Management LLC
3654 Georgia Avenue
West Palm Beach, FL 33405
Beverage, Food &
Tobacco
Senior Secured
8.00% (LIBOR + 5.50%,
1.00% Floor)
10/26/2022
3,491 3,489
Delayed Draw(j)(l) 8.00% (LIBOR + 5.50%,
1.00% Floor)
10/26/2022
477 239
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
10/26/2022
159 80
20

TABLE OF CONTENTS
Name and Address of Portfolio Company(a)
Industry
Type of
Investment
Interest Rate(b)
Maturity
Date
Principal
Due at
Maturity
Fair Value of
Investment(c)
Percentage
of
Class Held
(in thousands)
TRG, LLC
19115 W. Casey Road
Libertyville, IL 60048
Hotels, Gaming &
Leisure
Senior Secured
9.99% Cash/ 5.44% PIK
(LIBOR + 12.94%,
0.50% Floor) (z)
3/31/2021
17,080 $ 18,429
CapEx 9.99% Cash/ 2.00% PIK
(LIBOR + 9.50%, 0.50%
Floor)
3/31/2021
1,365 1,473
Revolver(j) 11.99% (LIBOR + 9.50%, 0.50% Floor)
3/31/2021
262 141
TRP Construction Group, LLC
2213 Moneda Street
Haltom City, TX 76117
Services: Business
Senior Secured(k)
9.50% (LIBOR + 7.00%,
1.00% Floor)
10/5/2022
7,911 7,888
Delayed Draw(j)(l) 9.50% (LIBOR + 7.00%,
1.00% Floor)
10/5/2022
7,000 6,721
Revolver(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
10/5/2022
2,133
Valudor Products LLC
11260 El Camino Real
San Diego, CA 92130
Chemicals, Plastics
& Rubber
Senior Secured
10.00% (LIBOR + 7.50%, 1.00% Floor)
6/19/2023
1,594 1,589
Senior Secured(aa) 10.00% (LIBOR + 7.50%, 1.00% Floor)
6/19/2023
211 210
Revolver(j) 12.00% (LIBOR + 9.50%, 1.00% Floor)
6/19/2023
818 622
Class A-1 Units (501,014)(d)(e) 10.00% PIK
323 5.27%
VPS Holdings, LLC
30012 Ivy Glenn Drive, Suite 210
Laguna Niguel, CA 92677
Services: Business
Senior Secured
9.50% (LIBOR + 7.00%,
1.00% Floor)
10/4/2024
4,969 4,979
Senior Secured 9.50% (LIBOR + 7.00%,
1.00% Floor)
10/4/2024
4,000 4,008
Revolver(j) 9.50% (LIBOR + 7.00%,
1.00% Floor)
10/4/2024
1,000 100
WillowTree, LLC
107 5th Street Southeast, Suite B
Charlottesville, VA 22902
High Tech Industries
Senior Secured
8.00% (LIBOR + 5.50%,
1.00% Floor)
10/9/2023
7,960 7,956
Revolver(j) 8.00% (LIBOR + 5.50%,
1.00% Floor)
10/9/2023
1,000 620
Yandy Holding, LLC
21615 N. 7th Avenue
Phoenix, AZ 85027
Retail
Senior Secured
13.50% (LIBOR + 11.00%, 1.00% Floor)
9/30/2019
3,643 3,632
Revolver(j) 13.50% (LIBOR + 11.00%, 1.00% Floor)
9/30/2019
907
(a)
All of our investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”), unless otherwise noted. All of our investments are issued by U.S. portfolio companies unless otherwise noted.
(b)
The majority of the investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at March 31, 2019. Certain investments are subject to a LIBOR or Prime interest rate floor, or rate cap.
(c)
Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith using significant unobservable inputs by our board of directors as required by the Investment Company Act of 1940. See Note 4 in the accompanying notes to the consolidated financial statements incorporated by reference into this prospectus.
(d)
Represents less than 5% ownership of the portfolio company’s voting securities.
(e)
Ownership of certain equity investments may occur through a holding company or partnership.
(f)
Represents a non-income producing security.
(g)
As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns five percent or more of the portfolio company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements incorporated by reference into this prospectus for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
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(h)
This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2019, non-qualifying assets totaled 16.10% of the Company’s total assets.
(i)
This is an international company.
(j)
All or a portion of this commitment was unfunded at March 31, 2019. As such, interest is earned only on the funded portion of this commitment.
(k)
All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(l)
This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
(m)
This is a demand note with no stated maturity.
(n)
The Company structures its unitranche secured loans as senior secured loans. The Company obtains security interests in the assets of these portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of a portfolio company. Generally, the Company syndicates a “first out” portion of the loan to an investor and retains a “last out” portion of the loan, in which case the “first out” portion of the loan will generally receive priority with respect to payments of principal, interest and any other amounts due thereunder. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and the Company’s unitranche secured loans will expose the Company to the risks associated with second lien and subordinated loans and may limit the Company’s recourse or ability to recover collateral upon a portfolio company’s bankruptcy. Unitranche secured loans typically provide for moderate loan amortization in the initial years of the facility, with the majority of the amortization deferred until loan maturity. Unitranche secured loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. In many cases the Company, together with its affiliates, are the sole or majority lender of these unitranche secured loans, which can afford the Company additional influence with a borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
(o)
This position was on non-accrual status as of March 31, 2019, meaning that the Company has ceased accruing interest income on the position. See Note 2 in the accompanying notes to the consolidated financial statements incorporated by reference into this prospectus for additional information on the Company’s accounting policies.
(p)
This loan is denominated in Great Britain pounds and is translated into U.S. dollars as of the valuation date.
(q)
The PIK portion of the interest rate for HFZ Capital Group, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.17% per annum.
(r)
A portion of this loan (principal of  $5,061) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(s)
The PIK portion of the interest rate for Incipio, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 0.56% per annum.
(t)
A portion of this loan (principal of  $46) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(u)
A portion of this loan (principal of  $1,938) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(v)
A portion of this loan (principal of  $1,015) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
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(w)
As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control” this portfolio company as it owns more than 25% in company’s voting securities. See Note 5 in the accompanying notes to the consolidated financial statements incorporated by reference into this prospectus for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.
(x)
A portion of this loan (principal of  $9,258) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(y)
A portion of this loan (principal of  $525) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP, and is therefore not collateral to the Company’s revolving credit facility.
(z)
A portion of the PIK interest rate for TRG, LLC is structured as a fee paid upon the termination of the commitment. The fee currently accrues at 3.44% per annum.
(aa)
This investment represents a note convertible to preferred shares of the borrower.
n/a — not applicable
See Notes to Consolidated Financial Statements incorporated by reference into this prospectus.
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PORTFOLIO MANAGEMENT
Investment Committee
The investment committee of MC Advisors responsible for our investments meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by MC Advisors on our behalf. In addition, the investment committee reviews and determines whether to make prospective investments identified by MC Advisors and monitors the performance of our investment portfolio. The investment committee consists of Theodore L. Koenig, Aaron D. Peck, Michael J. Egan and Jeremy T. VanDerMeid.
Information regarding members of MC Advisors’ investment committee who are not also our directors is as follows:
Michael J. Egan has more than 30 years of experience in commercial finance, credit administration and banking. Mr. Egan joined Monroe Capital in 2004 and is responsible for credit policies and procedures along with portfolio and asset management. Mr. Egan also served as Executive Vice President and Chief Credit Officer of Hilco Capital from 1999 to 2004. Prior to joining Hilco Capital LP, Mr. Egan was with The CIT Group/Business Credit, Inc. for a ten-year period beginning in 1989, where he served as Senior Vice President and Regional Manager for the Midwest U.S. Region responsible for all credit, new business and operational functions. Prior to joining The CIT Group, Mr. Egan was a commercial lending officer with The National Community Bank of New Jersey (The Bank of New York) and a credit analyst with KeyCorp, where he completed a formal management and credit training program.
Jeremy T. VanDerMeid has more than 20 years of lending and corporate finance experience and is responsible for portfolio management, capital markets and all trading functions for Monroe Capital. Prior to joining Monroe Capital in 2007, Mr. VanDerMeid was with Morgan Stanley Investment Management in the Van Kampen Senior Loan Group. Mr. VanDerMeid managed a portfolio of bank loans for Van Kampen and also led the firm’s initiative to increase its presence with middle-market lenders and private equity firms. Prior to his work at Morgan Stanley, he worked for Dymas Capital and Heller Financial where he originated, underwrote, and managed various middle-market debt transactions.
Portfolio Management
Each investment opportunity requires the consensus and receives the unanimous approval of MC Advisors’ investment committee. Follow-on investments in existing portfolio companies require the investment committee’s approval beyond that obtained when the initial investment in the company was made. In addition, the investment committee oversees any temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. The day-to-day management of investments approved by the investment committee is overseen by the investment committee.
Each of Messrs. Koenig, Peck, Egan and VanDerMeid has ownership and financial interests in, and may receive compensation and/or profit distributions from, MC Advisors. None of Messrs. Koenig, Peck, Egan and VanDerMeid receives any direct compensation from us.
The table below shows the dollar range of shares of our common stock beneficially owned by each member of the investment committee of MC Advisors responsible for our investments as of the end of our most recently completed fiscal year.
Investment Committee of MC Advisors
Dollar Range of Equity Securities
in Monroe Capital Corporation(1)(2)
Theodore L. Koenig
over $1,000,000
Aaron D. Peck
$100,001 –  $500,000
Michael J. Egan
$100,001 –  $500,000
Jeremy T. VanDerMeid
$10,001 – $50,000
(1)
Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000; $500,001 – $1,000,000 or over $1,000,000.
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(2)
The dollar range of equity securities beneficially owned by the members of our investment committee is based on a closing stock price of  $9.60 per share as of December 31, 2018.
Messrs. Koenig, Peck, Egan and VanDerMeid, through their roles with Monroe Capital, are also primarily responsible for the day-to-day management of 17 other pooled investment vehicles, a private BDC and seven other accounts in which their affiliates may receive incentive fees, with a total amount of approximately $6.4 billion of capital under management as of December 31, 2018.
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MANAGEMENT AND OTHER AGREEMENTS
We are externally managed by MC Advisors, an affiliate of ours, pursuant to the Investment Advisory Agreement and another of our affiliates, MC Management, provides administrative services to us pursuant to an Administration Agreement. Each of MC Advisors and MC Management are privately-held companies that are indirectly owned and controlled by Theodore L. Koenig, our chairman and chief executive officer. The management services and fees in effect under the Investment Advisory Agreement and the administrative services under the Administration Agreement are described further below. In addition, we pay our direct expenses including, but not limited to, directors’ fees, legal and accounting fees and stockholder related expenses under the Investment Advisory Agreement.
The principal executive office of MC Advisors and MC Management is 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606.
Investment Advisory Agreement
MC Advisors is a registered investment adviser under the Advisers Act. Subject to the overall supervision of our board of directors and in accordance with the 1940 Act, MC Advisors manages our day-to-day operations and provides investment advisory services to us. Under the terms of the Investment Advisory Agreement, MC Advisors:

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

assists us in determining what securities we purchase, retain or sell;

identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and

executes, closes, services and monitors the investments we make.
MC Advisors’ services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.
Management and Incentive Fee
Under the Investment Advisory Agreement with MC Advisors and subject to the overall supervision of our board of directors, MC Advisors provides investment advisory services to us. For providing these services, MC Advisors receives a fee from us, consisting of two components — a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% of average invested assets (calculated as total assets excluding cash, which includes assets financed using leverage) and is payable quarterly in arrears.
The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the preceding quarter subject to a total return requirement. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any 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 market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that we have not yet received in cash. MC Advisors is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued interest that we never actually receive.
The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of our pre-incentive fee net investment income will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then-current and 11 preceding quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters (the
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“Incentive Fee Limitation”). Therefore, any ordinary income incentive fee that is payable in a calendar quarter will be limited to the lesser of  (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2% hurdle described below, subject to the “catch-up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of our pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized gains and losses for the then-current and 11 preceding calendar quarters.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. If any distributions from portfolio companies are characterized as a return of capital, such returns of capital would affect the capital gains incentive fee to the extent a gain or loss is realized. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we receive pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses.
Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2% per quarter (8% annually). If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for MC Advisors to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.
We pay MC Advisors an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 2% (8% annually);

100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide MC Advisors with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter.
These calculations are adjusted for any share issuances or repurchases during the quarter.
The following is a graphical representation of the calculation of the income-related portion of the incentive fee:
Quarterly Incentive Fee Based on Pre-Incentive Fee Net Investment Income
Pre-incentive fee net investment income (expressed as a percentage of the value of net assets)
[MISSING IMAGE: http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12976572&doc=4]
Percentage of pre-incentive fee net investment income allocated to income-related portion
of incentive fee
These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
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The second part of the incentive fee is a capital gains incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory and management agreement, as of the termination date), and equals 20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to MC Advisors, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the amortized cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the amortized cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the amortized cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
Examples of Quarterly Incentive Fee Calculation
Example 1: Income Related Portion of Incentive Fee before Total Return Requirement Calculation
Alternative 1
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
   (investment income – (management fee + other expenses)) = 0.6125%
Pre-incentive fee net investment income does not exceed hurdle rate, therefore there is no income-related incentive fee.
Alternative 2
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.0%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
   (investment income – (management fee + other expenses)) = 2.3625%
Incentive fee = 100% × Pre-incentive fee net investment income (subject to “catch-up”)(3)
= 100% × (2.3625% – 2%)
= 0.3625%
Pre-incentive fee net investment income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, therefore the income-related portion of the incentive fee is 0.3625%.
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Alternative 3
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.5%
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.2%
Pre-incentive fee net investment income
   (investment income – (management fee + other expenses)) = 2.8625%
Incentive fee = 100% × Pre-incentive fee net investment income (subject to “catch-up”)(3)
Incentive fee = 100% × “catch-up” + (20% × (Pre-incentive fee net investment income – 2.5%))
“Catch-up”  = 2.5% – 2%
= 0.5%
Incentive fee = (100% × 0.5%) + (20% × (2.8625% – 2.5%))
= 0.5% + (20% × 0.3625%)
= 0.5% + 0.0725%
= 0.5725%
Pre-incentive fee net investment income exceeds the hurdle rate, and fully satisfies the “catch-up” provision, therefore the income related portion of the incentive fee is 0.5725%.
(1)
Represents 8.0% annualized hurdle rate.
(2)
Represents 1.75% annualized base management fee.
(3)
The “catch-up” provision is intended to provide our investment advisor with an incentive fee of 20% on all pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any fiscal quarter.
Example 2: Income Portion of Incentive Fee with Total Return Requirement Calculation:
Assumptions
Hurdle rate(1) = 2%
Management fee(2) = 0.4375%
Other expenses (legal, accounting, transfer agent, etc.) = 0.2%
Cumulative incentive compensation accrued and/or paid for
   preceding 11 calendar quarters = $9 million
Alternative 1
Additional Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
   (investment income – (management fee + other expenses)) = 2.8625%
20.0% of cumulative net increase in net assets resulting from operations over
   current and preceding 11 calendar quarters = $8 million
Although our pre-incentive fee net investment income exceeds the hurdle rate of 2.0% (as shown in Alternative 3 of Example 1 above), no incentive fee is payable because 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters did not exceed the cumulative income and capital gains incentive fees accrued and/or paid for the preceding 11 calendar quarters.
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Alternative 2
Additional Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Pre-incentive fee net investment income
   (investment income – (management fee + other expenses)) = 2.8625%.
20% of cumulative net increase in net assets resulting from operations over
   current and preceding 11 calendar quarters = $10 million
Because our pre-incentive fee net investment income exceeds the hurdle rate of 2.0% and because 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative income and capital gains incentive fees accrued and/or paid for the preceding 11 calendar quarters, an incentive fee would be payable, as shown in Alternative 3 of Example 1 above.
(1)
Represents 8.0% annualized hurdle rate.
(2)
Represents 1.75% annualized management fee.
Example 3: Capital Gains Portion of Incentive Fee(*):
Alternative 1:
Assumptions
Year 1:
$20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)
Year 2:
Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million
Year 3:
FMV of Investment B determined to be $25 million
Year 4:
Investment B sold for $31 million
The capital gains portion of the incentive fee would be:
Year 1:
None
Year 2:
Capital gains incentive fee of  $6 million — ($30 million realized capital gains on sale of Investment A multiplied by 20%)
Year 3:
None — $5 million (20% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2)
Year 4:
Capital gains incentive fee of  $200,000 — $6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains incentive fee taken in Year 2)
Alternative 2
Assumptions
Year 1:
$20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
Year 2:
Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
Year 3:
FMV of Investment B determined to be $27 million and Investment C sold for $30 million
Year 4:
FMV of Investment B determined to be $35 million
Year 5:
Investment B sold for $20 million
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The capital gains incentive fee, if any, would be:
Year 1:
None
Year 2:
$5 million capital gains incentive fee — 20% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B)
Year 3:
$1.4 million capital gains incentive fee(1) — $6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains incentive fee received in Year 2
Year 4:
None
Year 5:
None — $5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of  $10 million)) less $6.4 million cumulative capital gains incentive fee paid in Year 2 and Year 3(2)
*
The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example.
(1)
As illustrated in Year 3 of Alternative 1 above, if we were to be wound up on a date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been wound up on the fiscal year end of such year.
(2)
As noted above, it is possible that the cumulative aggregate capital gains fee received by our investment advisor ($6.4 million) is effectively greater than $5 million (20% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($25 million)).
Payment of Our Expenses
All investment professionals of MC Advisors and/or its affiliates, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, are provided and paid for by MC Advisors and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation:

organization and offering;

calculating our net asset value (including the cost and expenses of any independent valuation firm);

fees and expenses incurred by MC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investment and monitoring our investments and portfolio companies on an ongoing basis (although none of MC Advisors’ duties will be subcontracted to sub-advisors);

interest payable on debt, if any, incurred to finance our investments;

offerings of our common stock and other securities;

investment advisory fees;

administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and MC Management based upon our allocable portion of MC Management’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs);

transfer agent, dividend agent and custodial fees and expenses;

federal and state registration fees;
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all costs of registration and listing our shares on any securities exchange;

federal, state and local taxes;

independent directors’ fees and expenses;

costs of preparing and filing reports or other documents required by the SEC or other regulators;

costs of any reports, proxy statements or other notices to stockholders, including printing costs;

fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

proxy voting expenses; and

all other expenses incurred by us or MC Management in connection with administering our business.
Duration and Termination
Unless terminated earlier as described below, the Investment Advisory Agreement will continue in effect from year to year if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by a majority of our directors who are not “interested persons.” The Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by MC Advisors and may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities may also terminate the Investment Advisory Agreement without penalty. See “Risk Factors — Risks Relating to Our Business and Structure — We depend upon MC Advisors’ senior management for our success, and upon its access to the investment professionals of Monroe Capital and its affiliates” and “Risk Factors — Risks Relating to Our Business and Structure — MC Advisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations” incorporated by reference into this prospectus.
Indemnification
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Advisors and its affiliates’ respective officers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement.
Administration Agreement
Pursuant to an Administration Agreement, MC Management furnishes us with office facilities and equipment and provides us clerical, bookkeeping and record keeping and other administrative services at such facilities. Under the Administration Agreement, MC Management performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. MC Management also assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns, prints and disseminates reports to our stockholders and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, MC Management also provides managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance.
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Payments under the Administration Agreement are equal to an amount based upon our allocable portion (subject to the review and approval of our board of directors) of MC Management’s overhead in performing its obligations under the Administration Agreement, including rent and our allocable portion of the cost of our officers, including our chief financial officer and chief compliance officer and their respective staffs. Unless terminated earlier as described below, the Administration Agreement will continue in effect from year to year with the approval of our board of directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
MC Management may retain third parties to assist in providing administrative services to us. To the extent that MC Management outsources any of its functions, we pay the fees associated with such functions on a direct basis without profit to MC Management. We reimburse MC Management for the allocable portion (subject to the review and approval of our board of directors) of MC Management’s overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. Under the Administration Agreement, amounts payable quarterly for administrative expenses covered under the Administration Agreement to MC Management were limited to the greater of  (i) 0.375% of our average assets for such quarter and (ii) $375,000 through December 31, 2013. For the years ended December 31, 2018, 2017 and 2016, we incurred $3.4 million, $3.4 million and $3.1 million in administrative expenses (included within Professional fees, Administrative service fees and General and administrative expenses on the consolidated statements of operations) under the Administration Agreement, respectively, of which $1.3 million, $1.2 million and $1.3 million, respectively, was related to MC Management overhead and salary allocation and paid directly to MC Management.
Indemnification
The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, MC Management and its and its affiliates’ respective officers, directors, members, managers, stockholders and employees are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Administration Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Administration Agreement.
License Agreement
We have entered into a license agreement with Monroe Capital under which Monroe Capital has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital.” Under this agreement, we have a right to use the “Monroe Capital” name for so long as MC Advisors or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Monroe Capital” name. This license agreement will remain in effect for so long as the Investment Advisory Agreement with MC Advisors is in effect.
Staffing Agreement
We do not have any internal employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of MC Advisors to achieve our investment objective. MC Advisors is an affiliate of Monroe Capital and depends upon access to the investment professionals and other resources of Monroe Capital and Monroe Capital’s affiliates to fulfill its obligations to us under the Investment Advisory Agreement. MC Advisors also depends upon Monroe Capital to obtain access to deal flow generated by the professionals of Monroe Capital and its affiliates. Under the Staffing Agreement, MC Management provides MC Advisors with the resources necessary to fulfill these obligations. The Staffing Agreement provides that MC Management will make available to MC Advisors experienced investment professionals and access to the senior investment personnel of Monroe Capital for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of MC Advisors’ investment committee serve in such capacity. The Staffing
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Agreement remains in effect until terminated and may be terminated by either party without penalty upon 60 days’ written notice to the other party. Services under the Staffing Agreement are provided to MC Advisors on a direct cost reimbursement basis, and such fees are not our obligation.
Board Approval of the Investment Advisory Agreement and Staffing Agreement
At a meeting of our board of directors held on August 2, 2018, the board, including directors who are not “interested persons” as defined in the 1940 Act, voted unanimously to approve and continue the Investment Advisory Agreement for another annual period in accordance with the requirements of the 1940 Act. The approval included consideration and approval of the specific individuals provided through the Staffing Agreement between MC Advisors and MC Management that comprise our investment committee. In reaching a decision to approve and continue the Investment Advisory Agreement and investment committee, our board of directors reviewed a significant amount of information and considered, among other things:

Nature, Quality and Extent of Services. Our board of directors reviewed information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement and Staffing Agreement, including the specific approval of the members of the investment committee to be provided pursuant to the Staffing Agreement. Our board of directors considered the nature, extent and quality of the investment selection process employed by MC Advisors and the experience of the members of the investment committee. Our board of directors concluded that the services to be provided under the Investment Advisory Agreement are consistent with those of comparable business development companies described in the available market data.

The reasonableness of the fees paid to MC Advisors. Our board of directors considered comparative data based on publicly available information on other business development companies with respect to services rendered and the advisory fees (including the management fees and incentive fees) of other business development companies as well as our projected operating expenses and expense ratio compared to other business development companies. Our board of directors also considered the profitability of MC Advisors. Based upon its review, our board of directors concluded that the fees to be paid under the Investment Advisory Agreement are reasonable compared to other business development companies.

Investment Performance. Our board of directors reviewed our investment performance as well as comparative data with respect to the investment performance of other externally managed business development companies. Our board of directors concluded that MC Advisors was delivering results consistent with our investment objective and that our investment performance was superior when compared to comparable business development companies over the most recently completed period.

Economies of Scale. Our board of directors addressed the potential for MC Advisors to realize economies of scale in managing our assets, and determined that at this time they did not expect economies of scale to be realized by MC Advisors.
In view of the variety of factors that our board of directors considered in connection with its evaluation of the Investment Advisory Agreement, it is not practical to quantify, rank or otherwise assign relative weights to the specific factors our board of directors considered in reaching its decision. Our board of directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors. Rather, our board of directors based its approval on the totality of information presented to, and reviewed by, it. In considering the factors discussed above, individual directors may have given different weights to different factors.
Based on the information reviewed and the discussions detailed above, our board of directors, including all of the directors who are not “interested persons” as defined in the 1940 Act, concluded that the investment advisory fee rates and terms are fair and reasonable in relation to the services provided and approved the Investment Advisory Agreement and its continuation as being in the best interests of our stockholders. MC Advisors bears all expenses related to the services and personnel provided pursuant to the Staffing Agreement.
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RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS
We have entered into agreements with MC Advisors, in which our senior management and members of MC Advisors’ investment committee have ownership and financial interests. Members of our senior management and members of the investment committee also serve as principals of other investment managers affiliated with MC Advisors that do, and may in the future, manage investment funds, accounts or other investment vehicles with investment objectives similar to ours. Our senior management team holds equity interests in MC Advisors. In addition, our executive officers and directors and the principals of MC Advisors and members of the investment committee serve or may serve as officers, directors or principals of entities that operate in the same, or related, line of business as we do or of investment funds, accounts or other investment vehicles managed by our affiliates. These investment funds, accounts or other investment vehicles may have investment objectives similar to our investment objectives.
We may compete with other entities managed by MC Advisors and its affiliates for capital and investment opportunities. As a result, we may not be given the opportunity to participate in certain investments made by investment funds, accounts or other investment vehicles managed by MC Advisors or its affiliates or by members of the investment committee. However, in order to fulfill its fiduciary duties to each of its clients, MC Advisors intends to allocate investment opportunities in a manner that is fair and equitable over time and is consistent with MC Advisors’ allocation policy so that we are not disadvantaged in relation to any other client. See “Risk Factors — Risks Relating to Our Business and Structure — There may be conflicts related to obligations that MC Advisors’ senior investment professionals and members of its investment committee have to other clients” incorporated by reference into this prospectus. MC Advisors has agreed with our board of directors that allocations among us and other investment funds affiliated with MC Advisors will be made based on capital available for investment in the asset class being allocated. We expect that our available capital for investments will be determined based on the amount of cash on hand, existing commitments and reserves, if any, and the targeted leverage level and targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors or as imposed by applicable laws, rules, regulations or interpretations.
Policies and Procedures for Managing Conflicts
Affiliates of MC Advisors manage other assets in seven closed-end funds, two small business investment companies and 15 private funds that also have an investment strategy focused primarily on senior secured, unitranche secured and junior secured debt and to a lesser extent, unsecured subordinated debt to lower middle-market companies. In addition, MC Advisors manages our wholly-owned SBIC subsidiary, MRCC SBIC, as the manager of MRCC SBIC’s general partner, a private BDC, Monroe Capital Income Plus Corporation, and it may manage other entities in the future with an investment focus similar to ours. To the extent that we compete with entities managed by MC Advisors or any of its affiliates for a particular investment opportunity, MC Advisors will allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with (a) its internal conflict of interest and allocation policies, (b) the requirements of the Advisers Act and (c) certain restrictions under the 1940 Act and rules thereunder regarding co-investments with affiliates. MC Advisors’ allocation policies are intended to ensure that we may generally share equitably with other investment funds or other investment vehicles managed by MC Advisors or its affiliates in investment opportunities, particularly those involving a security with limited supply or involving differing classes of securities of the same issuer which may be suitable for us and such other investment funds or other investment vehicles.
MC Advisors and/or its affiliates may in the future sponsor or manage investment funds, accounts, or other investment vehicles with similar or overlapping investment strategies and have put in place a conflict-resolution policy that addresses the co-investment restrictions set forth under the 1940 Act. MC Advisors will seek to ensure an equitable allocation of investment opportunities when we are able to invest alongside other accounts managed by MC Advisors and its affiliates. We received exemptive relief from the SEC on October 15, 2014 that permits greater flexibility relating to co-investments, subject to certain conditions. When we invest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretations, or our exemptive relief from the SEC that permits greater flexibility relating to co-investments, such investments are made consistent with such relief and MC Advisors’ allocation policy. Under this allocation policy, a fixed percentage of each opportunity, which may vary based on asset class
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and from time to time, will be offered to us and similar eligible accounts, as periodically determined by MC Advisors and approved by our board of directors, including a majority of our independent directors. The allocation policy provides that allocations among us and other accounts will generally be made pro rata based on each account’s capital available for investment, as determined, in our case, by our board of directors, including a majority of our independent directors. It is our policy to base our determinations as to the amount of capital available for investment on such factors as the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, the targeted asset mix and diversification requirements and other investment policies and restrictions set by our board of directors, or imposed by applicable laws, rules, regulations or interpretations. We expect that these determinations will be made similarly for other accounts. In situations where co-investment with other entities sponsored or managed by MC Advisors or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, MC Advisors will need to decide whether we or such other entity or entities will proceed with the investment. MC Advisors will make these determinations based on its policies and procedures which will generally require that such opportunities be offered to eligible accounts on a basis that is fair and equitable over time.
Co-Investment Opportunities
We have in the past and expect in the future to co-invest on a concurrent basis with other affiliates, unless doing so is impermissible with existing regulatory guidance, applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. We received exemptive relief from the SEC on October 15, 2014 that permits greater flexibility relating to co-investment, subject to certain conditions. When we invest alongside such other accounts as permitted under the 1940 Act, pursuant to SEC staff interpretations, or our exemptive relief from the SEC that permits greater flexibility relating to co-investments, such investments will be made consistent with such relief and MC Advisors’ allocation policy.
Material Nonpublic Information
Our senior management, members of MC Advisors’ investment committee and other investment professionals from MC Advisors may serve as directors of, or in a similar capacity with, companies in which we invest or in which we are considering making an investment. Through these and other relationships with a company, these individuals may obtain material nonpublic information that might restrict our ability to buy or sell the securities of such company under the policies of the company or applicable law.
Investment Advisory Agreement
We have entered into an Investment Advisory Agreement with MC Advisors and pay MC Advisors a management fee and incentive fee. The incentive fee is computed and paid on income that we may not have yet received in cash. This fee structure may create an incentive for MC Advisors to invest in certain types of securities that may have a high degree of risk. Additionally, we rely on investment professionals from MC Advisors to assist our board of directors with the valuation of our portfolio investments. MC Advisors’ management fee and incentive fee are based on the value of our investments and there may be a conflict of interest when personnel of MC Advisors are involved in the valuation process for our portfolio investments. See “Management and Other Agreements — Investment Advisory Agreement.” The base management fees under the Investment Advisory Agreement for the years ended December 31, 2018, 2017 and 2016 totaled $8.9 million, $7.7 million and $6.3 million, respectively. The incentive fees, net of incentive fee waivers, under the Investment Advisory Agreement for the years ended December 31, 2018, 2017 and 2016 totaled $1.8 million, $5.4 million, and $5.5 million, respectively.
Administration Agreement
We have entered into an administration agreement, pursuant to which MC Management furnishes us with office facilities, equipment and clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under our administration agreement, MC Management performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.
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License Agreement
We have entered into a license agreement with Monroe Capital under which Monroe Capital has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in our business. Under this agreement, we have a right to use the “Monroe Capital” name, subject to certain conditions, for so long as MC Advisors or one of its affiliates remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Monroe Capital” name.
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DETERMINATION OF NET ASSET VALUE
The net asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding. We calculate the value of our total assets in accordance with the following procedures.
Under procedures established by our board of directors, we value investments for which market quotations are readily available and within a recent date at such market quotations. When doing so, we determine whether the quote obtained is sufficient in accordance with generally accepted accounting principles in the United States of America (“GAAP”) to determine the fair value of the security. Debt and equity securities that are not publicly traded or whose market prices are not readily available or whose market prices are not regularly updated are valued at fair value as determined in good faith by our board of directors. Such determination of fair values may involve subjective judgments and estimates. Investments purchased within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.
Our board of directors is ultimately and solely responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals responsible for the credit monitoring of the portfolio investment;

our board of directors engages one or more independent valuation firm(s) to conduct fair value appraisals of material investments for which market quotations are not readily available. These fair value appraisals for material investments are received at least once in every calendar year for each portfolio company investment, but are generally received quarterly;