Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
The Proxy Voting Policies are attached herewith.
THL Credit Senior Loan
Fund
PROXY VOTING POLICIES
AND PROCEDURES
It is the policy of the
Board of Trustees (the “Board”) of THL Credit 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.
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.
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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The Fund currently satisfies the disclosure obligation
set forth in Section 5 above by:
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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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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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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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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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a copy of these policies and procedures;
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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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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]
Item 8. Portfolio Managers of Closed-End Management Investment
Companies.
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(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”). 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.
Brian W. Good, Managing Director,
FEAC. Brian has worked for FEAC’s senior loan strategies business from June 2012 to present. Between April 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.
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 TSLF via the Fund Investment Committee. Therefore, the day-to-day management of TSLF is shared among the Portfolio
Managers. Brian J. Murphy and Steven F. Krull also serve as traders for TSLF and execute trades in the new issue and secondary
bank loan markets on behalf of TSLF.
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(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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5
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$ 849 million
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1**
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$0
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Other Pooled Investment Vehicles:
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44
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$15.3 billion
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6
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$14.4 billion
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Other Accounts:
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4
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$1.1 billion
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0
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$0
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Brian W. Good
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Registered Investment Companies:
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4
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$409 million
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0
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$0
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Other Pooled Investment Vehicles:
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37
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$14.1 billion
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30***
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$13.2 billion
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Other Accounts:
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4
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$1.1 billion
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0
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$0
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Robert J. Hickey
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Registered Investment Companies:
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4
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$409 million
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0
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$0
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Other Pooled Investment Vehicles:
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38
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$14.2 billion
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31***
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$13.3 billion
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Other Accounts:
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5
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$1.1 billion
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1
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$2.3 million
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Brian J. Murphy
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Registered Investment Companies:
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4
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$409 million
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0
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$0
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Other Pooled Investment Vehicles:
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37
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$14.1 billion
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30***
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$13.2 billion
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Other Accounts:
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4
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$1.1 billion
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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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4
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$409 million
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0
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$0
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Other Pooled Investment Vehicles:
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37
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$14.1 billion
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30***
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$13.2 billion
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Other Accounts:
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4
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$1.1 billion
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0
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$0
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* Information
as of December 31, 2019, except as noted, and is unaudited.
**Includes
one business development company (“BDC”), as of September 30, 2019, for which the performance fee was waived in 2019.
Therefore, no assets of the BDC are included in the “Total Assets in Accounts where Advisory Fee is Based on Performance”.
*** Includes
one pooled investment vehicle which is currently in wind down and three called CLOs, and no performance based fee is being received/billed
from the vehicles, so assets of the wind down portfolio and the called CLOs 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 Collateralized
Loan Obligation Vehicles (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 the Fund. These conflicts could arise primarily from the involvement
of FEAC and its affiliated entities (“Affiliates”) in other activities that may conflict with those of the Fund. Affiliates
of FEAC engage in a broad spectrum of activities. In the ordinary course of their business activities, the Affiliates of FEAC may
engage in activities where the interests of the Affiliates or the interests of their clients may conflict with the interests of
the Fund. Other present and future activities of the Affiliates may give rise to additional conflicts of interest which may have
a negative impact on the Fund. In addition, the Portfolio Managers or other management team members of FEAC 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 the Fund.
In addressing these conflicts
and regulatory, legal and contractual requirements across its various businesses, certain members of FEAC and its Affiliates have
implemented certain policies and procedures (e.g., information walls). For example, FEAC and its Affiliates may come into possession
of material non-public information with respect to companies in which FEAC may be considering making an investment or companies
that are FEAC’s and its Affiliates’ advisory clients. As a consequence, that information, which could be of benefit
to the Fund, could also restrict the Fund’s activities and the investment opportunity may otherwise be unavailable to the
Fund. Additionally, the terms of confidentiality or other agreements with or related to companies in which any account managed
by FEAC has or has considered making an investment or which is otherwise an advisory client of FEAC and its Affiliates may restrict
or otherwise limit the ability of FEAC to direct investments in such companies. FEAC may decide to modify or eliminate such information
screens or barriers in the future.
FEAC or its Affiliates may participate
on creditors’ committees with respect to the bankruptcy, restructuring or workout of issuers. In such circumstances, FEAC
may take positions on behalf of itself and other accounts and clients that are adverse to the interest of other clients. As a result
of such participation, FEAC may be restricted in trading in such issuers or securities of said issuers.
The Investment Company Act of
1940, as amended (“1940 Act”), also prohibits certain “joint” transactions with certain of FEAC’s
Affiliates, which could include making investments in the same portfolio company (whether at the same or different times). As a
result of these restrictions, FEAC 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 the Fund.
All of the transactions described
above involve the potential for conflicts of interest between FEAC (or its employees) and the Fund. 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. FEAC 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 FEAC’s
fiduciary duty to the Fund and in accordance with applicable law. FEAC seeks to ensure that potential or actual conflicts of interest
are appropriately resolved taking into consideration the overriding best interest of the applicable Fund or client account.
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(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 First Eagle Alternative Credit SLS, LLC (“FEAC SLS”)], a subsidiary of FEAC, and provide services to FEAC through
a staffing arrangement. FEAC SLS 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, FEAC 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.
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(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 $1,000,000).
"Beneficial ownership"
should be determined in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a-1(a)(2)).
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Name of Portfolio Manager or
Team Member
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Dollar ($)
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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Brian W. Good
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$100,001
-$500,000
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Robert J. Hickey
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$50,000
- $100,000
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Brian J. Murphy
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$100,001
- $500,000
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Steven F. Krull
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$1
- $50,000
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* Information as of
December 31, 2019.
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.