Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
First Eagle Senior Loan Fund
PROXY VOTING POLICIES AND PROCEDURES
1. Policy
It is the policy of the Board of Trustees
(the “Board”) of First Eagle Senior Loan Fund (the “Fund”) to delegate the responsibility for voting proxies
relating to the securities held by the Fund to the Fund’s investment adviser (the “Adviser”), subject to the
Board’s continuing oversight. The Board hereby delegates such responsibility to the Fund’s Adviser, and directs the
Adviser to vote proxies relating to Fund portfolio securities managed by the Adviser consistent with the duties and procedures
set forth below. The Adviser may retain a third party to review, monitor and recommend how to vote proxies in a manner consistent
with the duties and procedures set forth below, to ensure such proxies are voted on a timely basis and to provide reporting and/or
record retention services in connection with proxy voting for the Fund.
2. Fiduciary Duty
The right to vote a proxy with respect
to securities held by the Fund is an asset to the Fund. The Adviser, to which authority to vote on behalf of the Fund is delegated,
acts as a fiduciary of the Fund and must vote proxies in a matter consistent with the best interest of the Fund and its shareholders.
In discharging this fiduciary duty, the Adviser must maintain and adhere to its policies and procedures for addressing conflicts
of interest and must vote in a manner substantially consistent with its policies, procedures and guidelines, as presented to the
Board.
3. Procedures
The following are the procedures adopted by the Board for the
administration of this policy:
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A.
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Review of Adviser’s Proxy Voting Procedures. The Adviser shall present to the
Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of
material changes to any of these documents, including changes to policies and procedures addressing conflicts of interest.
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B.
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Voting Record Reporting. The Adviser shall ensure that the voting record necessary for the completion and filing
of Form N-PX is provided to the Fund’s administrator at least annually. Such voting record information shall be in a form
acceptable to the Fund and shall be provided at such time(s) as are required for the timely filing of Form N-PX and at such additional
times(s) as the Fund and the Adviser may agree from time to time. With respect to those proxies that the Adviser has identified
as involving a conflict of interest, the Adviser shall submit a report indicating the nature of the conflict of interest and how
that conflict was resolved with respect to the voting of the proxy.
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C.
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Conflicts of Interest. Any actual or potential
conflicts of interest between the Adviser and the Fund's shareholders arising from the proxy voting process will be addressed
by the Adviser and the Adviser’s application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities
to the Adviser. In the event that the Adviser notifies the Chief Compliance Officer of the Fund (the “CCO”) that a
conflict of interest cannot be resolved under the Adviser’s Proxy Voting Procedures, the CCO is responsible for notifying
the Chairman of the Board of the Fund of the irreconcilable conflict of interest and assisting the Chairman with any actions he
determines are necessary.
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A “conflict of interest”
includes, for example, any circumstance when the Fund, the Adviser or one or more of their affiliates (including officers, directors
and employees) knowingly does business with, receives compensation from, or sits on the board of, a particular issuer or closely
affiliated entity, and therefore, may appear to have a conflict of interest between its own interests and the interests of Fund
shareholders in how proxies of that issuer are voted. Situations where the issuer seeking the proxy vote is also a client of the
Adviser are deemed to be potential conflicts of interest. Potential conflicts of interest may also arise in connection with consent
solicitations relating to debt securities where the issuer of debt is also a client of the Adviser.
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D.
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Securities Lending Program. When the Fund’s
securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion.
Where the Adviser determines, however, that there is a proxy vote (or other shareholder action) for a material event, the Adviser
should request that the agent recall the security prior to the record date to allow the Adviser to vote the proxy for the security.
When determining whether to recall securities to allow for a proxy vote, the Adviser will determine whether such action is beneficial
to the Fund and its shareholders by considering the materiality of the proxy item, the percentage of the issuer’s shares
held, the likelihood of materially affecting the proxy vote, and the cost and use of resources to recall the securities.
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The delegation by the Board
of the authority to vote proxies relating to securities of the Fund is entirely voluntary and may be revoked by the Board, in whole
or in part, at any time without prior notice.
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5.
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Disclosure of Policy or Description/Proxy Voting Record
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A.
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The Fund will disclose a description of the Fund’s proxy voting policy in the Fund’s
Statement of Additional Information (“SAI”). The Fund also will disclose in its SAI that information is available about
how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request, (i) either by
calling a specified toll-free telephone number, or on the Fund’s website at a specified address, or both, and (ii) on the
Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Upon any request for a proxy voting
record by telephone, the Fund will send the policy or the information disclosed in the Fund’s most recently filed report
on Form N-PX (or a copy of the SAI containing the policy or description) by first-class mail or other prompt delivery method within
three business days of receipt of the request. If the Fund discloses that the Fund’s proxy voting record is available on
or through its website, the Fund will make available free of charge the information disclosed in the Fund’s most recently
filed report on Form N-PX on or through its website as soon as reasonably practicable after filing the report with the SEC.
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B.
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The Fund will disclose in its annual and semi-annual shareholder reports that
this proxy voting policy or a description of it is available without charge, upon request, (i) by calling a specified toll-free
telephone number, (ii) on the Fund’s website, if applicable, and (iii) on the SEC’s website. Upon any request for a
proxy voting policy or description of it, the Fund will send the policy or the description (or a copy of the SAI containing the
policy or description) by first-class mail or other prompt delivery method within three business days of receipt of the request.
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C.
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The Fund also will disclose in its annual and semi-annual shareholder reports that information
is available about how the Fund voted proxies during the most recent twelve-month period ended June 30 without charge, upon request,
(i) either by calling a specified toll free telephone number, (ii) on the Fund’s website at a specified address, if applicable,
and (iii) on the SEC’s website. Upon any request for a proxy voting record by telephone, the Fund will send the policy or
the information disclosed in the Fund’s most recently filed report on Form N-PX (or a copy of the SAI containing the policy
or description) by first-class mail or other prompt delivery method within three business days of receipt of the request. If the
Fund discloses that the Fund’s proxy voting record is available on or through its website, the Fund will make available free
of charge the information disclosed in the Fund’s most recently filed report on Form N-PX on or through its website
as soon as reasonably practicable after filing the report with the SEC.
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D.
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The Fund will file Form N-PX containing its proxy voting record for the most recent twelve-month
period ended June 30 with the SEC, and will provide a copy of the report (in paper form, online, or by reference to the SEC’s
website) to shareholders who request it.
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E.
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The Fund will disclose its proxy voting record for the most recent twelve-month period ended June
30 (on Form N-PX or otherwise) to shareholders either in paper form upon request, or on its website.
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6. Related Procedures
The Fund currently satisfies the disclosure obligation
set forth in Section 5 above by:
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·
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describing the proxy voting policy in the Fund’s
SAI and disclosing in the Fund’s SAI that the information is available about how the Fund voted proxies during the most
recent twelve-month period ended June 30 without charge, upon request by calling a specified toll-free telephone number and on
the Commission’s website;
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·
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disclosing in its annual and semi-annual shareholder
reports that this proxy voting policy is available without charge, upon request by calling a specified toll-free telephone number
and on the Commission’s website;
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·
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disclosing in its annual and semi-annual shareholder
reports that information is available about how the Fund voted proxies during the most recent twelve-month period ended June 30
without charge, upon request, by calling a specified toll-free telephone number and on the Commission’s website; and
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·
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providing any shareholder, upon request, a paper form
of the most recently filed report on Form N-PX by first-class mail or other prompt delivery method within three business days
of receipt of the request.
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Proxy voting books and records
shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal
year during which the last entry was made on the record, the first two years in Adviser’s office.
The Adviser shall maintain the following records relating
to proxy voting:
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·
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a copy of these policies and procedures;
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·
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a copy of each proxy form (as voted);
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a copy of each proxy solicitation (including proxy statements)
and related materials;
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documentation relating to the identification and resolution
of conflicts of interest;
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any documents created by the Adviser that were material
to a proxy voting decision, including a decision to abstain from voting, or that memorialized the basis for that decision; and
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·
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a copy of each written request from an investor for the
Fund’s proxy voting policies and procedures and/or information on how the Adviser voted proxies, and a copy of any written
response by the Adviser to any such requests.
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The Board shall review from time to time this policy
to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time.
Adopted: August 22, 2013
Amended: May 14, 2015
Amended: November 14, 2018
Amended: March 1, 2020
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
(a)(1)
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Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management
Team Members
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James R. Fellows, Chief Investment
Officer and Managing Director, First Eagle Alternative Credit, LLC (“FEAC” or the "Adviser"). James has worked
for FEAC’s senior loan strategies business from June 2012 to present. Between April 2004 and June 2012, James served as Managing
Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor firm to FEAC’s
senior loan strategies business.
Robert J. Hickey, Managing Director,
FEAC. Robert has worked for FEAC’s senior loan strategies business from June 2012 to present. Between April 2004 and June
2012, Robert served as Managing Director for McDonnell Investment Management, LLC, whose alternative credit strategies business
was the predecessor firm to FEAC’s senior loan strategies business.
Brian J. Murphy, Managing Director,
FEAC. Brian has worked for FEAC’s senior loan strategies business, June 2012 to present. Between May 2004 and June 2012,
Brian served as Managing Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the
predecessor firm to FEAC’s senior loan strategies business.
Steven F. Krull, Managing Director,
FEAC. Steven has worked for FEAC’s senior loan strategies business, June 2012 to present. Between May 2004 and June 2012,
Steven served as Director for McDonnell Investment Management, LLC, whose alternative credit strategies business was the predecessor
firm to FEAC’s senior loan strategies business.
The Portfolio Managers noted
above manage FSLF via the Fund Investment Committee. Therefore, the day-to-day management of FSLF is shared among the Portfolio
Managers. Brian J. Murphy and Steven F. Krull also serve as traders for FSLF and execute trades in the new issue and secondary
bank loan markets on behalf of FSLF.
(a)(2)
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Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
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Other Accounts Managed by Portfolio Manager(s)
or Management Team Member*
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Name of
Portfolio
Manager or
Team Member
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Type of
Accounts
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Total
No. of
Accounts Managed
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Total
Assets
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No. of Accounts where
Advisory Fee is Based
on Performance
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Total Assets in Accounts
where Advisory
Fee
is Based on
Performance
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James R. Fellows
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Registered Investment Companies:
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3
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$552 million
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1**
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$0
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Other Pooled Investment Vehicles:
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58
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$18.8 billion
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55***
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$14.0 billion
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Other Accounts:
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7
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$765 million
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4
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$89 million
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Robert J. Hickey
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Registered Investment Companies:
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2
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$185 million
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0
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$0
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Other Pooled Investment Vehicles:
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39
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$14.6 billion
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36***
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$10.8 billion
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Other Accounts:
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3
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$676 million
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0
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$0
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Brian J. Murphy
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Registered Investment Companies:
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2
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$185 million
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0
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$0
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Other Pooled Investment Vehicles:
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39
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$14.6 billion
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36***
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$10.8 billion
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Other Accounts:
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3
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$676 million
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0
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$0
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Steven F. Krull
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Registered Investment Companies:
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2
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$185 million
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0
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$0
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Other Pooled Investment Vehicles:
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39
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$14.6 billion
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36***
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$10.8 billion
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Other Accounts:
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3
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$676 million
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0
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$0
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* Information as of December 31, 2020
except as noted, and is unaudited.
**Includes one business development
company (“BDC”), as of December 31, 2020, for which the performance fee was waived in 2020. Therefore, no assets of
the BDC are included in the “Total Assets in Accounts where Advisory Fee is Based on Performance”.
*** Reflects one pooled investment vehicle
which is currently in wind down and fourteen Collateralized Loan Obligation Vehicles ("CLOs") that are either called
or out of their reinvestment period. No performance based fee is being received/billed from the vehicles, so their assets are not
included in “Total Assets in Accounts where Advisory Fee is Based on Performance”. Also, twenty-six other accounts
noted in this column represent CLOs where the performance fees of a CLO are achieved based on a pre-defined percentage based internal
rate of return (IRR) hurdle for holders of the subordinated notes of the CLO.
Potential Conflicts of Interests
The Portfolio Managers may be
subject to certain conflicts of interest in their management of FSLF. The Portfolio Managers generally manage accounts in several
different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk
profiles that differ from those of FSLF. The Portfolio Managers make investment decisions for each account, including FSLF, based
on the investment objectives, policies, practices, benchmarks, cash flows and other relevant investment considerations applicable
to that account. Consequently, Portfolio Managers may purchase or sell securities for one account and not another account, and
the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts.
Alternatively, these accounts may be managed in a similar fashion to FSLF and thus the accounts may have similar, and in some cases
nearly identical, objectives, strategies and/or holdings to that of FSLF.
The Portfolio Managers or other
investment professionals working with the Portfolio Managers may place transactions on behalf of other accounts that are directly
or indirectly contrary to investment decisions made on behalf of FSLF, or make investment decisions that are similar to those made
for FSLF, both of which have the potential to adversely impact FSLF depending on market conditions. For example, the Portfolio
Managers may purchase a security in one account while appropriately selling that same security in another account. Similarly, the
Portfolio Managers may purchase the same security for FSLF and one or more other accounts at or about the same time. In those instances,
the other accounts will have access to their respective holdings prior to the public disclosure of FSLF’s holdings. In addition,
some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases
significantly higher, than the fees the Adviser receives for managing FSLF. Some Portfolio Managers are eligible to receive incentive
payments from the Adviser. Because such incentive payments paid to the Portfolio Managers are tied to revenues earned by the Adviser
and such affiliates, the incentives associated with any given account may be significantly higher than those associated with other
accounts managed by a given Portfolio Manager, including FSLF. Finally, the Portfolio Managers may hold shares or investments in
the other pooled investment vehicles and/or other accounts.
Conflicts could also arise from
the involvement of the Adviser and its affiliated entities (“Affiliates”) in other activities that may conflict with
those of FSLF. Affiliates of the Adviser engage in a broad spectrum of activities. In the ordinary course of their business activities,
Affiliates may engage in activities where the interests of the Affiliates or the interests of their clients may conflict with the
interests of FSLF. Other present and future activities of the Affiliates may give rise to additional conflicts of interest which
may have a negative impact on FSLF. In addition, the Portfolio Managers or other management team members of the Adviser serve or
may serve as portfolio managers or management team members of entities that operate in the same or a related line of business,
or of accounts sponsored or managed by the Affiliates. In serving in these multiple capacities, they may have obligations to other
clients or investors in those entities, the fulfillment of which may not be in the best interests of FSLF.
In addressing these conflicts
and regulatory, legal and contractual requirements across its various businesses, certain members of the Adviser and its Affiliates
have implemented certain policies and procedures that could restrict opportunities available to FSLF. For example, the Adviser
and the Affiliates may come into possession of material non-public information with respect to companies in which the Adviser may
be considering making an investment or companies that are the Adviser’s and its Affiliates’ advisory clients. As a
consequence, that information, which could be of benefit to FSLF, could also restrict FSLF’s activities and the investment
opportunity may be unavailable to FSLF. Additionally, the terms of confidentiality or other agreements with or related to companies
in which any account managed by the Adviser has or has considered making an investment or which is otherwise an advisory client
of the Adviser and its Affiliates may restrict or otherwise limit the ability of the Adviser to direct investments in such companies.
The Adviser or its Affiliates
may participate on creditors’ committees with respect to the bankruptcy, restructuring or workout of issuers. In such circumstances,
the Adviser may take positions on behalf of itself and other accounts and clients that are adverse to the interest of other clients,
including FSLF. As a result of such participation, the Adviser may be restricted in trading in such issuers or securities of said
issuers on behalf of FSLF.
The Investment Company Act of
1940, as amended (“1940 Act”), also prohibits certain “joint” transactions with certain Affiliates, which
could include making investments in the same portfolio company (whether at the same or different times). As a result of these restrictions,
the Adviser may be prohibited in some cases from buying or selling any security directly from or to any portfolio company of a
fund managed by an Affiliate. These limitations may limit the scope of investment opportunities that would otherwise be available
to FSLF.
All of the transactions described
above involve the potential for conflicts of interest between the Adviser (or its employees, including the Portfolio Managers)
and FSLF. The Investment Advisers Act of 1940, as amended, and the 1940 Act impose certain requirements designed to mitigate the
possibility of conflicts of interest between an investment adviser and its clients. In some cases, transactions may be permitted
subject to fulfillment of certain conditions. Certain other transactions may be prohibited. The Adviser has instituted policies
and procedures designed to prevent conflicts of interest from arising and, when they do arise, to ensure that it effects transactions
for clients in a manner that is consistent with the Adviser’s fiduciary duty to FSLF and in accordance with applicable law.
The Adviser seeks to ensure that potential or actual conflicts of interest are appropriately resolved taking into consideration
the overriding best interest of the applicable client account.
(a)(3)
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Compensation Structure of Portfolio Manager(s) or Management Team Members
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The Portfolio Managers are employed
by the Adviser. The Adviser offers all investment professionals the opportunity to receive a performance bonus, in addition to
their annual salary, which is based in part on the performance of firm overall, rather than specific accounts.
The Portfolio Managers are evaluated
based on a set of objective performance criteria where a numerical scoring framework is applied. Annual investment performance
is a significant component of that score, with the contribution amount varied pursuant to the Portfolio Manager’s experience
and seniority. In addition, management finds it valuable and fair to look at all decisions made, not simply the ones that resulted
in assets entering or leaving the portfolios. In addition to the Portfolio Manager’s salary and annual bonus, the Adviser
offers employees significant benefits. Benefits include 401k company matching, health, dental, disability and life insurance coverage
as well as paid vacation time.
Generally, the Portfolio Managers
are offered compensation levels that are viewed as competitive within the investment industry and benchmarked to industry data.
Specifically, the professional staff is compensated with a base salary in addition to a yearly bonus that is based on company,
group and individual performance. The intent of this compensation plan is the long term alignment of interests between the investment
team and our clients over a multi-year period. Relative outperformance and client satisfaction over time will often lead to improved
fund flows and thus a more robust bonus pool.
(a)(4)
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Disclosure of Securities Ownership
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For the most recently completed
fiscal year please provide beneficial ownership of shares of the registrant by each Portfolio Manager or Management Team
Member. Please note that this information will only be provided in a dollar range of each individual’s holdings in each investment
portfolio (none; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001 to $500,000; $500,001 to $1,000,000; or over $1,000,000).
"Beneficial ownership"
should be determined in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a-1(a)(2)).
Name of Portfolio Manager
or
Team Member
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Dollar ($)
Range of Fund Shares
Beneficially
Owned*
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James R. Fellows
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$500,001-$1,000,000
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Robert J. Hickey
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$50,001-$100,000
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Brian J. Murphy
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$50,001-$100,000
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Steven F. Krull
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$10,001-$50,000
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* Information as of
December 31, 2020.
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to
the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes
were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation
S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.