January 31, 2022

VIA EDGAR

Holly Hunter-Ceci, Esq.

David Manion

Division of Investment Management, Disclosure Review and Accounting Office

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549    

Registration Statement on Form N-14

Filed on December 16, 2021 (File No. 333-261675)

Dear Ms. Hunter-Ceci and Mr. Manion:

On behalf of SLR Investment Corp. (“SLRC”), set forth below are SLRC’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to SLRC on January 12, 2022, January 13, 2022 and January 26, 2022 with respect to SLRC’s registration statement on Form N-14 (File No. 333-261675), filed with the Commission on December 16, 2021 (the “Registration Statement”), and the joint proxy statement/prospectus included therein (the “Joint Proxy Statement/Prospectus”). The Staff’s comments are set forth below and are followed by SLRC’s responses. When revisions to the Registration Statement are referenced in the below responses, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith. Capitalized terms used herein are defined in the Joint Proxy Statement/Prospectus.

Accounting Comments

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

January 31, 2022

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Response: SLRC has revised footnote 1 to the Capitalization table of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC advises the Staff on a supplemental basis that the SUNS Special Committee considered the potential market value and differential between the trading price discounts for SLRC and SUNS and the related impacts on SUNS Stockholders based on the Exchange Ratio calculation, including the differential in market prices that could result in SUNS Stockholders receiving less than market value for their shares.

Response: SLRC advises the Staff on a supplemental basis that the SLRC Special Committee and the SUNS Special Committee discussed the benefits that SCP would experience from the Mergers, including, among all other considerations, increased management fees and potential increases in incentive fees due to the incorporation of the SUNS portfolio into an entity that is currently earning its incentive fee.

Response: SLRC advises the Staff on a supplemental basis that SCP confirmed to the SLRC Board and the SUNS Board that it had no intention of charging or receiving incentive fees, if applicable, on any incremental discounts that may be created from any accounting treatment applied to the SUNS portfolio as a result of the Mergers.

January 31, 2022

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Response: SLRC respectfully advises the Staff that this disclosure is correct because SCP has voluntarily agreed, effective upon the Closing, to a permanent reduction of the annual base management payable by SLRC to SCP by 25 basis points. This disclosure is referring to that permanent reduction, which therefore will increase the net investment income of SLRC.

Response: SLRC respectfully advises the Staff that the expected dividend accretion would come primarily by SUNS Stockholders benefitting from SLRC’s larger and generally higher yielding portfolio, relative to SUNS, as described in the Joint Proxy Statement/Prospectus, and that SCP has no intention of charging or receiving incentive fees, if applicable, on any incremental discounts that may be created from any accounting treatment applied to the SUNS portfolio as a result of the Mergers.

Response: SLRC respectfully advises the Staff that no active portfolio repositioning is currently expected by SLRC and SUNS prior to or upon completion of the Mergers.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff on a supplemental basis that the Exchange Ratio was based on the publicly reported net asset values as of September 30, 2021 for each of SLRC and SUNS adjusted for estimated transaction costs. That calculation resulted in the Exchange Ratio presented out to four decimal places of 0.7763x ((SUNS: $252,408,940.60 - $1,400,000 = 251,008,940.60 / 16,049,034 = $15.64013) divided by (SLRC: $853,489,972.67 - $2,100,000 = 851,389,972.67 / 42,260826 = $20.14608)).

January 31, 2022

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Response: SLRC respectfully advises the Staff that the Adjusted September 30 NAVs were solely adjusted for estimated transaction expenses, which is disclosed in the definition of Adjusted September 30 NAVs on page 75 of the Joint Proxy Statement/Prospectus.

Response: SLRC has revised page 102 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC advises the Staff on a supplemental basis that SCP confirmed to the SLRC Board and the SUNS Board that it had no intention of charging or receiving incentive fees, if applicable, on any incremental discounts that may be created from any accounting treatment applied to the SUNS portfolio as a result of the Mergers.

Legal Comments

January 31, 2022

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Response: SLRC has revised the Joint Proxy Statement/Prospectus to include hyperlinks to each EDGAR filing that is incorporated by reference and has filed a form of proxy card for each of SLRC and SUNS as an exhibit to the Registration Statement.

Response: SLRC advises the Staff on a supplemental basis that the Mergers comply with all requirements of Rule 17a-8 under the Investment Company Act.

Under Rule 17a-8(a)(1), the surviving company in the merger must be a registered investment company or Business Development Company. In this case, SLRC is the surviving company and is a Business Development Company.

Under Rule 17a-8(a)(2), the board of directors of the participating Business Development Companies (including a majority of the independent directors), must determine that (A) participation in the merger is in the best interests of the company, and (B) the interests of the company’s existing shareholders will not be diluted as a result of the merger. Guidance from the SEC discusses certain factors that may be relevant to a board in making these determinations. In addition, the remaining provisions of Rule 17a-8(a)(2) require certain procedural requirements with respect to the board’s process in making these determinations. Under Rule 17a-8(a)(2)(ii), the directors must request and evaluate such information as may reasonably be necessary to their determinations and they must consider and give appropriate weight to all pertinent factors. Under Rule 17a-8(a)(2)(iii), the directors, in making the determination under Rule 17a-8(a)(2)(i)(B), must have approved procedures for the valuation of assets to be conveyed by each Eligible Unregistered Fund (as such term is defined in Rule 17a-8(b)).¹ Under Rule 17a-8(a)(2)(iv), the determinations under Rule 17a-8(a)(2)(i)(A) and (B) and the bases thereof, including the factors considered pursuant to Rule 17a-8(a)(2)(ii), must be recorded fully in the minute books of the merging companies.

As discussed in the Joint Proxy Statement/Prospectus under the heading “The Mergers—Background of the Mergers,” the SLRC Board and the SLRC Special Committee held multiple virtual and telephonic meetings to discuss and evaluate the proposed Mergers. After evaluating such information as the SLRC Board and SLRC Special Committee deemed necessary and after considering and giving appropriate weight to all pertinent factors, the SLRC Board and the SLRC Special Committee determined that (i) participation in the Mergers was in the best interest of SLRC and (ii) the interests of SLRC’s existing stockholders would not be diluted as a result of the Mergers, in accordance with Rule 17a-8(a)(2) of the 1940 Act.

January 31, 2022

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As discussed in the Joint Proxy Statement/Prospectus under the heading “The Mergers—Background of the Mergers,” the SUNS Board and the SUNS Special Committee held multiple meetings to discuss and evaluate the proposed Mergers. After evaluating such information as the SUNS Board and SUNS Special Committee deemed necessary and after considering and giving appropriate weight to all pertinent factors, the SUNS Board and the SUNS Special Committee determined that (i) participation in the Mergers was in the best interests of SUNS and (ii) the interests of SUNS’s existing shareholders would not be diluted as a result of the Mergers, in accordance with Rule 17a-8(a)(2) of the 1940 Act.

The processes undertaken and determinations made by each of the SLRC Board and the SUNS Board have satisfied the applicable requirements of Rule 17a-8(2).

Under Rule 17a-8(a)(3), participation in the merger must be approved by the stockholders of any merging company that is not a surviving company. In this case, SLRC is the surviving company, so Rule 17a-8 does not require approval by the stockholders of SLRC.

Because SUNS is not the surviving company, Rule 17a-8(a)(3) requires stockholder approval by the vote of a majority of the outstanding voting securities of SUNS, absent compliance with the exception under Rule 17a-8(a)(3). This exception is not applicable to SUNS because the SUNS Investment Advisory Agreement is materially different from the SLRC Investment Advisory Agreement, and thus the condition in Rule 17a-8(a)(3)(ii) is not satisfied. As a result, Rule 17a-8 requires approval by the stockholders of SUNS. Per Rule 17a-8 and the state law requirements for stockholder approval discussed in the Joint Proxy Statement/Prospectus, the parties have conditioned the Mergers on such approval

Additionally, SLRC respectfully advises the Staff that the quorum and approval thresholds for the Mergers do meet the Investment Company Act requirements described in Section 2(a)(42). Maryland law requires that the Mergers be approved by the majority of the outstanding shares of SUNS Common Stock, whereas Section 2(a)(42) requires the lesser of (i) 67% of the outstanding shares of SUNS Common Stock present at the SUNS Special Meeting, if more than 50% of the outstanding shares of SUNS Common Stock are present at the SUNS Special Meeting or (ii) more than 50% of the outstanding shares of SUNS Common Stock. Therefore, the Maryland law approval threshold is equivalent to the higher of the two prongs in the Section 2(a)(42) approval threshold, and satisfying the Maryland law approval threshold will automatically satisfy the Section 2(a)(42) approval threshold.

January 31, 2022

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Response: SLRC has revised the fourth paragraph of its “Dear Stockholder” letter to disclose the number of shares issuable pursuant to the Exchange Ratio and the per share NAVs and closing share prices for each of SLRC and SUNS as of September 30, 2021 in response to the Staff’s comment.

SLRC respectfully advises the Staff that it does not believe it is appropriate (and could potentially be confusing to stockholders) to discuss implied market value dilution in the context of a stock-for-stock merger where the consideration is based on the per share NAVs of each company involved (and not their respective market values).

SLRC also respectfully advises the Staff that neither SLRC nor SUNS generally trades at a significantly greater discount to NAV than the other. Specifically, SLRC compared the trading premiums (discounts) disclosed on pages 119 and 120 under the section entitled “Market Price, Dividend and Distribution Information” of the Joint Proxy Statement/Prospectus in support of such conclusion. Such information is provided for each of SLRC and SUNS in each quarter of the 2020 fiscal year and the first three quarters of the 2021 fiscal year.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff that the permanent reduction in the annual base management fee payable by SLRC to SCP will be effectuated pursuant to a letter agreement to be entered into by and between SLRC and SCP in connection with the closing of the Mergers, and that the SLRC Investment Advisory Agreement will therefore not be amended and restated. The permanent reduction in the annual base management fee and corresponding letter agreement are clearly disclosed throughout the Joint Proxy Statement/Prospectus, and the letter agreement is attached as Annex D to the Joint Proxy Statement/Prospectus.

January 31, 2022

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Response: SLRC has revised the SUNS “Dear Stockholder” letter in response to the Staff’s comment.

Response: SLRC has revised the disclosure throughout the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised the answer to the Q&A titled “Why am I receiving these materials?” in response to the Staff’s comment.

Response: SLRC has added new Q&As titled “Q: Did the SLRC Special Committee recommend that the SLRC Board approve the Mergers?” and “Q: Did the SUNS Special Committee recommend that the SUNS Board approve the Mergers?” on page 4 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

January 31, 2022

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Response: SLRC respectfully advises the Staff that under Section 2-503(b) of the MGCL, the board of directors of a Maryland corporation, if it is authorized to determine the place of a meeting of stockholders, “may determine that the meeting not be held at any place, but instead may be held partially or solely by means of remote communication . . . .” The Bylaws of each of SLRC and SUNS (See Article II, Section 1) authorizes the SLRC Board and the SUNS Board, respectively, to determine the place of a meeting. Further, Section 2-503(c) of the MGCL sets forth procedural requirements for a virtual meeting, including, among other things, that the “corporation implements reasonable measures to provide the stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read and hear the proceedings of the meeting substantially concurrently with the proceedings.” Each of SLRC’s and SUNS’s virtual meeting will comply with requirements set forth in the MGCL and, accordingly, SLRC does not believe that a virtual meeting will negatively impact a stockholder’s ability to participate fully, and has added corresponding clarifying disclosure to pages 6 and 7 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC advises the Staff on a supplemental basis that it does not believe that counting broker non-votes as “present” for quorum purposes is consistent with New York Stock Exchange Rule 452 given the non-routine nature of the proposals and has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment to make clear that SLRC does not expect any broker non-votes at the special meetings for either SLRC or SUNS.

Response: SLRC has revised the Joint Proxy Statement/Prospectus to add a graphic in response to the Staff’s comment, and has included a cross-reference to such graphic in the Q&A titled “What will SUNS Stockholders receive in the Mergers?”

January 31, 2022

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Response: SLRC has revised the response to the Q&A titled “What will SUNS Stockholders receive in the Mergers?” in response to the Staff’s comment.

Response: SLRC has revised the response to the Q&A titled “Who is responsible for paying the expenses relating to completing the Mergers?” in response to the Staff’s comment.

Response: SLRC has revised the response to the Q&A titled “How does SLRC’s investment objective, strategy and risks differ from SUNS’s?” in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff that no active portfolio repositioning is currently expected by SLRC and SUNS prior to or upon completion of the Mergers.

Response: SLRC has revised the response to the Q&A titled “How does SLRC’s investment objective, strategy and risks differ from SUNS’s?” in response to the Staff’s comment.

January 31, 2022

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Response: SLRC has revised the response to the Q&A titled “How does SLRC’s investment objective, strategy and risks differ from SUNS’s?” in response to the Staff’s comment.

Response: SLRC has revised the response to the Q&A titled “How will the combined company be managed following the Mergers?” in response to the Staff’s comment.

Response: SLRC has moved any Q&A that is related to expenses of the Mergers to follow the Q&A titled “Who is responsible for paying the expenses relating to completing the Mergers?” in response to the Staff’s comment.

Response: SLRC has revised the answer to the Q&A titled “If I’m an SLRC Stockholder, will my expenses increase as a result of the Mergers without a waiver or reimbursement?” in response to the Staff’s comment.

January 31, 2022

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Response: SLRC has revised the response to the Q&A titled “If I’m a SUNS Stockholder, will my expenses increase as a result of the Mergers without a waiver or reimbursement?” in response to the Staff’s comment.

Response: SLRC has revised the responses to the Q&As titled “Did the SLRC Special Committee receive an opinion from the financial advisor to the SLRC Special Committee regarding the Exchange Ratio?” and “Did the SUNS Special Committee receive an opinion from the financial advisor to the SUNS Special Committee regarding the Exchange Ratio?” in response to the Staff’s comment.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has added a bullet on page 23 of the Joint Proxy Statement/Prospectus and a corresponding risk factor on page 32 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

January 31, 2022

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Response: SLRC confirms to the Staff that SCP’s agreement to permanently reduce the annual base management fee payable by SLRC to SCP will not be waived without resoliciting stockholder approval of the Mergers.

Response: SLRC confirms to the Staff that the SLRC Investment Advisory Agreement will not undergo an assignment or change of control for purposes of Section 15 under the Investment Company Act in connection with the Mergers.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

January 31, 2022

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Response: SLRC respectfully advises the Staff that it does not anticipate applying for any exemptive relief prior to the Closing Date, and has revised the disclosure of the Joint Proxy Statement/Prospectus accordingly.

Response: SLRC has revised the risk factor titled “Most SLRC Stockholders and SUNS Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers” in response to the Staff’s comment.

Response: SLRC has revised the risk factor titled “If the Mergers do not close, SLRC and SUNS will not benefit from the expenses incurred in pursuit of the Mergers” in response to the Staff’s comment.

Response: SLRC has revised the risk factor titled “The market prices of SLRC Common Stock and SUNS Common Stock after the Mergers may be affected by factors different from those affecting such common stock currently” on page 33 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

January 31, 2022

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Response: SLRC has added a graphical representation and corresponding disclosure to demonstrate the effects of the SLRC and SUNS incentive fee structures to the response to the Q&A titled “If I’m a SUNS Stockholder, will my expenses increase as a result of the Mergers without a waiver or reimbursement?” on page 13 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff that the LIBOR transition is not expected to have a material impact on the Mergers, nor are any intercreditor or other similar agreements that may be transferred in connection with the Mergers expected to have a material impact.

Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff on a supplemental basis that it has considered the existing disclosure under “Background of the Mergers” and does not believe any additional disclosure is necessary as there were no SLRC Special Committee or SUNS Special Committee meetings between August 2021 and November 2021 at which the permanent annual base management fee reduction was substantively discussed.

January 31, 2022

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Response: SLRC has revised the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has revised page 61 of the Joint Proxy Statement/Prospectus in response to the Staff’s comment.

Response: SLRC has combined the sections “Business of SLRC” and “Business of SUNS” and added a description of the material differences between SLRC’s and SUNS’s investment objectives, strategies and risks in response to the Staff’s comment.

Response: SLRC has combined the sections titled “Dividend Reinvestment Plan of SLRC” and “Dividend Reinvestment Plan of SUNS” in response to the Staff’s comment.

Response: SLRC respectfully advises the Staff that it does not believe that there are material differences between the SLRC and SUNS voting thresholds required for charter amendments and, therefore, it has revised the disclosure under Comparison of SLRC and SUNS Stockholder Rights within the Joint Proxy Statement/Prospectus accordingly.

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If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 625-3838 or Jennifer Howard at (202) 625-3696.

January 31, 2022

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Bruce Spohler / SLR Investment Corp.

Richard Peteka / SLR Investment Corp.

Jennifer Howard / Katten Muchin Rosenman LLP