Monroe Capital Income Plus PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

________________________

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

________________________

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

(312) 258-8300

[ ], 2025

Dear Stockholder:

You are cordially invited to attend a special meeting (the “Special Meeting”) of stockholders of Monroe Capital Income Plus Corporation (the “Company”) to be held virtually on February 21, 2025 at 1:30 p.m. Central Time, at the following website: www.virtualshareholdermeeting.com/MONCAP2025SM.

Stockholders of the Company are being asked to approve the New Advisory Agreement, the terms of which are identical to those contained in the Existing Advisory Agreement, as described in this proxy statement. The 1940 Act requires that the New Advisory Agreement be approved by both a majority of the Company’s non-interested directors (the “Independent Directors”) and “a majority of the outstanding voting securities” of the Company, as that term is defined under the 1940 Act. While the Adviser Change in Control will result in the transfer of the controlling interest in Monroe to the Acquiror, the Company’s investment strategy and team, including the Company’s and the Adviser’s executive officers, are expected to remain unchanged, and the Adviser Change in Control is not expected to have a material impact on the Company’s operations. Accordingly, to prevent any disruption in the Adviser’s ability to provide services to the Company once that assignment is deemed to occur as a result of the Adviser Change in Control, the Company is seeking stockholder approval of the New Advisory Agreement. On December 9, 2024, the Board, including all of the Independent Directors, has unanimously approved the New Advisory Agreement and believes it to be in the best interests of the Company and its stockholders.

In evaluating the New Advisory Agreement, the Board requested, and received, information and materials regarding the Adviser, Monroe, Wendel and its affiliates. The Board believes that the Company and its stockholders will benefit because of the features outlined below while providing Monroe with the autonomy to continue to manage the day-to-day operations of the business, including full control over the investment process.

The Company has elected to provide access to its proxy materials to all stockholders over the internet under the Securities and Exchange Commission’s (the “SEC”) “notice and access” rules. On or about January 3, 2025, the Company intends to mail to most of its stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement, and how to submit proxies over the internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy statement and proxy card unless you request them. All other stockholders will receive a copy of the proxy statement by mail. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement. The Company believes that providing its proxy materials over the internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Special Meeting, and conserve resources.

It is important that your shares be represented at the Special Meeting. If you are unable to attend the Special Meeting virtually I urge you to vote your shares by completing, dating and signing the enclosed proxy card and promptly returning it in the envelope provided or to otherwise give your proxy authorization as specified in the proxy card. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the internet. Your vote is important regardless of the number of shares you own. We urge you to fill out, sign, date and mail the enclosed proxy card or authorize your proxy by telephone or through the internet as soon as possible even if you currently plan to participate in the Special Meeting. This will not prevent you from voting virtually but will assure that your vote is counted if you are unable to participate in the meeting.

MONROE CAPITAL INCOME PLUS CORPORATION

311 South Wacker Drive, Suite 6400

Chicago, Illinois 60606

(312) 258-8300

To the Stockholders of Monroe Capital Income Plus Corporation:

The special meeting of stockholders (the “Special Meeting”) of Monroe Capital Income Plus Corporation (the “Company”) will be held virtually on February 21, 2025, at 1:30 p.m. (Central Time), at the following website: www.virtualshareholdermeeting.com/MONCAP2025SM, for the following purposes:

You or your proxyholder can participate, vote, and examine our stockholder list at the virtual Special Meeting by visiting www.virtualshareholdermeeting.com/MONCAP2025SM and using the 16-digit control number included on your proxy card or voting instruction form. You have the right to receive notice of and to vote at the meeting if you were a stockholder of record at the close of business on December 26, 2024. Whether or not you expect to participate in the virtual meeting, please vote by signing the enclosed proxy card and returning it promptly in the self-addressed envelope provided. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the internet. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of the proxies by the Company.

Chicago, Illinois

[ ], 2025

This is an important meeting. To ensure proper representation at the meeting, please indicate your vote as to the matters to be acted on at the meeting by following the instructions provided in the enclosed proxy card or voting instruction form. Even if you vote your shares prior to the meeting, you still may participate in the meeting and vote your shares virtually.

www.virtualshareholdermeeting.com/MONCAP2025SM

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Monroe Capital Income Plus Corporation (the “Company,” “we,” “us” or “our”) for use at our special meeting of stockholders to be conducted virtually via live webcast on February 21, 2025 at 1:30 p.m. (Central Time), and at any adjournments thereof (the “Special Meeting”). The Notice of Special Meeting, this proxy statement and the accompanying proxy card are first being sent to stockholders on or about January 3, 2025.

At the meeting, you will be asked to approve the new investment management agreement (the “New Advisory Agreement”) between the Company and Monroe Capital BDC Advisors LLC (the “Adviser”). The Adviser has advised the Company’s board of directors (the “Board”) that certain affiliates of Monroe Capital LLC, including but not limited to Monroe Capital Management Advisors, LLC (“MC Management”), Monroe Capital Investment Holdings, L.P (the parent of the Adviser), and Monroe Capital Intermediate Holdings, LLC (any such affiliate collectively, “Monroe”), have entered into an equity purchase agreement (the “Transaction Agreement”), dated as of October 21, 2024, pursuant to which Momentum US Bidco LLC (the “Acquiror”), an affiliate of Wendel SE (collectively, with its affiliates, “Wendel”), will acquire a 75% interest in Monroe, which shall constitute a change of control of the Adviser (the “Adviser Change in Control”). The consummation of the Adviser Change in Control will result in an assignment and corresponding termination of the current investment management agreement, dated as of December 5, 2018, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). Although the ownership of the Adviser will change in connection with the consummation of the Adviser Change in Control, it is important to note that management of the Adviser is not changing in connection with the Adviser Change in Control, nor are the terms of the New Advisory Agreement compared to the Existing Advisory Agreement. The Adviser will continue to serve as the investment adviser to the Company and will be the counterparty to the New Advisory Agreement, as with the Existing Advisory Agreement. The proposed Adviser Change in Control is expected to close during the first half of 2025.

Stockholders of the Company are being asked to approve the New Advisory Agreement, the terms of which are identical to those contained in the Existing Advisory Agreement, as described in the accompanying proxy statement. The 1940 Act requires that the New Advisory Agreement be approved by both a majority of the Company’s non-interested directors (the “Independent Directors”) and “a majority of the outstanding voting securities” of the Company, as that term is defined under the 1940 Act. While the Adviser Change in Control will result in the transfer of the controlling interest in Monroe to the Acquiror, it is expected that the Company’s investment strategy and team, including the Company’s and the Adviser’s executive officers, are expected to remain unchanged, and the Adviser Change in Control is not expected to have a material impact on the Company’s operations. Accordingly, to prevent any disruption in the Adviser’s ability to provide services to the Company once that assignment is deemed to occur as a result of the Adviser Change in Control, the Company is seeking stockholder approval of the New Advisory Agreement. The Board, including all of the Independent Directors, has unanimously approved the New Advisory Agreement and believes it to be in the best interests of the Company and its stockholders.

Your vote is important. Whether or not you plan to participate in the Special Meeting, please promptly vote your shares as described in the instructions on the proxy card or voting instruction form.

Important notice regarding the availability of proxy materials for the Special Meeting to be held on February 21, 2025:

The Notice of Special Meeting, proxy statement and proxy card are available at the following internet address: www.proxyvote.com.

When is the Special Meeting?

The Special Meeting will be conducted virtually on February 21, 2025, at 1:30 p.m. (Central Time).

Where will the Special Meeting be held?

The Special Meeting will be conducted virtually via live webcast at www.virtualshareholdermeeting.com/MONCAP2025SM.

What items will be voted on at the Special Meeting?

There are two matters scheduled for a vote:

Why am I being asked to vote on the New Advisory Agreement now?

The Company currently receives investment advisory services from the Adviser pursuant to the Existing Advisory Agreement. The Adviser has advised the Board that Monroe has entered into the Adviser Change in Control transaction pursuant to which the Acquiror, an affiliate of Wendel, will acquire a controlling interest in Monroe, which shall constitute a change of control of the Adviser. The consummation of the Adviser Change in Control will result in an assignment and corresponding termination of the Existing Advisory Agreement in accordance with the requirements of the 1940 Act. Although the ownership of the Adviser will change in connection with the consummation of the Adviser Change in Control, it is important to note that management of the Adviser is not expected to change in connection with the Adviser Change in Control. The Adviser will continue to serve as the investment adviser to the Company and will be the counterparty to the New Advisory Agreement, as with the Existing Advisory Agreement.

Section 2(a)(4) of the 1940 Act provides that the transfer of a controlling interest of an investment adviser, such as will be caused by the Adviser Change in Control, constitutes an “assignment.” Section 15(a) of the 1940 Act provides that an investment management contract terminates on its “assignment.” Accordingly, in order to permit the Adviser to continue to provide investment advisory services to the Company after the closing of the Adviser Change in Control, a new investment management agreement must be approved by (A) the Board, including a majority of the Independent Directors, and (B) the Company’s stockholders by the affirmative vote of the lesser of (1) 67% or more of the shares of the Company’s stock present or represented by proxy and entitled to vote at the Special Meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy and entitled to vote at the Special Meeting and (2) more than 50% of the outstanding shares of the Company’s stock present or represented by proxy and entitled to vote at the Special Meeting. The Adviser and the Acquiror have requested that the Board approve the New Advisory Agreement and that the Board seek stockholder approval of the New Advisory Agreement. A copy of the proposed form of the New Advisory Agreement, as approved by the Board, is attached to this Proxy Statement as Exhibit A. All terms of the New Advisory Agreement are unchanged from the Existing Advisory Agreement.

What are the recommendations of the Board?

Who is Wendel?

Wendel is a publicly-traded French corporation, a Euronext Paris Stock Exchange-listed company, and one of Europe’s leading investment companies in terms of size, with $11.0 billion in gross assets as of September 2024, three offices (Paris, Luxembourg and New York), and approximately 98 total employees. Wendel’s investment team comprises experienced professionals with varied backgrounds, including former consultants, company executives, investment bankers, public service managers, and operations managers. Wendel distinguishes itself among its peers through a combination of factors, including being a public company, having a stable family shareholder base (i.e., the Wendel family), its permanent capital holdings, and maintaining an investment portfolio that includes companies across a broad spectrum of geographies and market sectors. Wendel has a dual investment model based on two distinct and complementary businesses – principal investing and third-party asset management. Wendel has historically leveraged permanent capital to make principal investments in leading European and North American companies which are leaders in their field and which today include ACAMS, Bureau Veritas, Crisis Prevention Institute, Globeducate, IHS Towers, Scalian, Stahl and Tarkett. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, a leading mid-market European private equity firm with $13.9 billion in assets under management as of September 2024.

Who is Momentum US Bidco LLC?

Momentum US Bidco LLC, is an affiliate of Wendel.

How does the Adviser Change in Control benefit the Company’s stockholders? 

The Board and management believe that the acquisition of Monroe by Wendel is consistent with the Company’s long-term strategy of aligning its investment capabilities to create value for Stockholders. The Board and management further believe that the Adviser, as a subsidiary of Monroe, will benefit from Wendel’s platform as the Adviser Change in Control will (i) result in consistency in leadership, with no change in the Adviser’s investment committee and existing management team; (ii) provide additional capital to support future growth of the Monroe platform; and (iii) enhance the Monroe fundraising platform, all of which will allow Monroe to continue to scale its lower middle market lending strategy, allowing it to deliver meaningful benefits to its global investor base, including the stockholders of the Company.

What is Wendel Purchasing under the Transaction Agreement?

Through the Acquiror, Wendel will purchase 75% of the total outstanding equity of Monroe, which is expected to be comprised of 50.01% (out of the total of 75%) of the total equity of Monroe currently held by management and the 24.99% of the total equity of Monroe currently held by Monroe’s minority investor. The Monroe business (including 100% of the equity interest in each of MC Management and the Adviser) will be contributed by Monroe Capital Investment Holdings, L.P. to Monroe Capital Intermediate Holdings, LLC and 75% of the total equity of Monroe Capital Intermediate Holdings, LLC will be acquired by Wendel. A portion of the consideration for the transaction is contingent on the overall financial performance of Monroe. Additionally, beginning in 2028 and at various points for a period of four years, the Acquiror will have the option to purchase, and management of Monroe will have the reciprocal option to sell, portions of the remaining 25% of the equity of Monroe at a price to be determined based on the continued growth and performance of Monroe.

What are the impacts to the Company’s stockholders of the approval of the New Advisory Agreement? 

The Board and management believe that the impact of the approval of the New Advisory Agreement to stockholders will be beneficial to stockholders because it will allow the Adviser to continue to provide investment advisory services to the Company and for Monroe, the Adviser Change in Control will provide stable capital to Monroe to allow it to continue to scale its lower middle market lending strategy, allowing it to deliver meaningful benefits to its global investor base, including the stockholders of the Company.

What are the conditions to the closing of the Adviser Change in Control? 

The obligation of the parties to close the Adviser Change in Control under the Transaction Agreement is subject to customary conditions, including, the receipt of regulatory clearances and approvals and client consents. For purposes of the

Transaction Agreement, Monroe is deemed to have received the Company’s consent to the Adviser Change in Control upon (1) the approval by the Company’s stockholders and Board of the New Advisory Agreement, (2) the entry by the Company and the Adviser into the New Advisory Agreement. Additionally, the Transaction Agreement requires that 75% of the members of the Board must be Independent Directors, meaning that they are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act.

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

What will happen if the New Advisory Agreement Proposal is not approved?

If the stockholders do not approve the New Advisory Agreement prior to the closing of the Adviser Change in Control, the Adviser (with Wendel’s approval) shall use commercially reasonable efforts to obtain the Board approval of an interim investment advisory agreement containing the same terms and conditions as the Existing Advisory Agreement, except for: (i) the effective date and the termination date of the agreement; (ii) any terms necessary to comply with the requirements of Rule 15a-4 of the 1940 Act; and (iii) any other differences in terms and conditions that the Board, including a majority of the directors who are not interested persons of the Company, finds to be immaterial. If an interim investment advisory and management agreement is approved by the Board, such agreement shall remain in effect for a maximum of 150 days following the termination of the Existing Advisory Agreement, during which the Adviser shall continue to solicit the stockholder approval for the New Advisory Agreement Proposal. Additionally, under any interim investment advisory and management agreement, management fees earned by the Adviser with respect to the Company will be held in an escrow account until stockholders of the Company approve the New Advisory Agreement.

Has the Board considered whether the New Advisory Agreement is in the best interests of the Company and its stockholders? 

How will the Company be managed following the Adviser Change in Control?

Following the closing of the Adviser Change in Control the Company expects to continue to be managed by the officers managing the Adviser as of the date hereof. The Company expects the Adviser to manage the Company’s investment portfolio in a manner consistent with the Company’s existing investment strategy focused primarily on senior, unitranche and junior secured debt and to a lesser extent, unsecured subordinated debt to lower middle-market companies. Following the closing, Monroe is expected to be Wendel’s only private debt manager, which minimizes potential conflicts of interest. Wendel and its other fund managers are expected to operate independently of Monroe and the Adviser, with each remaining under its current brand and led by its existing management and investment teams, and will not coordinate their investment activities or operations with Monroe or the Adviser. Accordingly, due to such lack of coordination, each of Wendel, Monroe and the Adviser may pursue separate opportunities without consultation, and may compete for investment opportunities and. Other funds and accounts managed or advised by Wendel may be treated in a similar manner to other clients of Monroe and while all of these activities may give rise to conflicts of interest, Monroe expects to manage these conflicts in accordance with its conflicts of interest policies as in effect from time to time.

Will there be any changes to the Company’s principal investment objective, investment strategies, fundamental investment restrictions, principal risks, or any change to how the Company is managed as a result of entry into the New Advisory Agreement? 

No. There will be no changes to the Company’s principal investment objective, investment strategies, fundamental investment restrictions, principal risks, or any change to how the Company is managed, as a result of entry into the New Advisory Agreement.

Will the management fees payable by the Company change under the New Advisory Agreement? 

Who will bear the expenses associated with completing the Adviser Change in Control? 

The sellers under the Transaction Agreement and Wendel have each agreed to pay their own expenses in connection with the transactions contemplated by the Transaction Agreement and to split equally all out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, proxy solicitors, experts and consultants and/or directors) incurred by or on behalf of Monroe in connection with the solicitation of proxies of stockholders of the Company with respect to the Adviser Change in Control. The Company will not bear the burden of expenses relating to the Adviser Change in Control, including the cost of this proxy solicitation.

What will the Company’s stockholders receive in the Adviser Change in Control? 

Who is entitled to vote at the Special Meeting?

Only stockholders of record at the close of business on the record date, December 26, 2024, are entitled to receive notice of the Special Meeting and to vote the shares for which they are stockholders of record on that date at the Special Meeting, or any postponement or adjournment of the Special Meeting. As of the close of business on December 26, 2024, we had [ ] shares of common stock outstanding.

How do I vote?

How many votes do I have?

On all matters that properly come before the Special Meeting, you have one vote for each share of common stock that you owned as of the close of business on December 26, 2024.

How are votes counted? 

Votes will be counted by the inspectors of election appointed for the Special Meeting, who will separately count “FOR,” “AGAINST” and “ABSTAIN” votes. The effects of abstentions on each proposal are described below under the question “How many votes are needed to approve each proposal?”

How many votes are needed to approve each proposal? 

Approval of the new investment management agreement (the “New Advisory Agreement”) between the Company and Monroe Capital BDC Advisors LLC (the “Adviser”), (the “New Advisory Agreement Proposal”), requires the affirmative vote of a “majority of the outstanding voting securities” of the Company. Under the 1940 Act, a “majority of outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the shares of the Company’s common stock present or represented by proxy at the Special Meeting if the holders of more than 50% of the outstanding shares of the Company’s common stock are present or represented by proxy at the Special Meeting or (b) more than 50% of the outstanding shares of common stock of the Company.

Abstentions will have the effect of a vote “AGAINST” the New Advisory Agreement Proposal. Abstentions will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting.

If the New Advisory Agreement Proposal is approved by the Company’s stockholders, the New Advisory Agreement will be entered into by the relevant parties. If the New Advisory Agreement Proposal is not approved by the Company’s stockholders, the Board will consider alternatives for the Company, potentially including seeking subsequent approval of a different new investment advisory agreement by the Company’s stockholders.

What are “broker non-votes?” 

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the Brokerage Firm or nominee holding the shares. If the beneficial owner does not provide voting instructions, the Brokerage Firm or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters.

Please note that to be sure your vote is counted on the New Advisory Agreement Proposal, you should instruct your Brokerage Firm how to vote your shares. Because the New Advisory Agreement Approval is a non-routine proposal, your Brokerage Firm is not entitled to vote your shares without your instructions with respect to the approval of the New Advisory Agreement. Thus, if you do not vote or give your Brokerage Firm specific instructions on how to vote for you regarding the New Advisory Agreement Proposal, your Brokerage Firm cannot vote with respect to the New Advisory Agreement Proposal and your shares will not be treated as present for quorum purposes. Broker non-votes, if any, will have no effect on the vote for the Adjournment Proposal. 

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please provide a response for each proxy card you receive to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the stockholder of record of your shares, you may revoke your proxy in any one of three ways:

You may change your vote using the same method that you first used to vote your shares;

You may send a written notice that you are revoking your proxy to Monroe Capital Income Plus Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Attention: Lewis W. Solimene, Jr., Corporate Secretary; or

You may participate in the Special Meeting and vote virtually. Simply participating in the Special Meeting, however, will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How many shares must be present to constitute a quorum for the Special Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least one-third of the outstanding shares entitled to vote are represented by stockholders present at the Special Meeting or by proxy. On December 26, 2024, the record date, there were [ ] shares outstanding and entitled to vote. Thus, [ ] shares must be represented by stockholders present at the Special Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Special Meeting. Abstentions will be counted towards the quorum requirement.

If a quorum is not present at the Special Meeting, or if a quorum is present but there are not enough votes to approve one or more of the proposals, the person named as chairman of the Special Meeting may adjourn the meeting to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (“SEC”) within four business days after the Special Meeting. If final voting results are not available to us to timely file a Current Report on Form 8-K, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Who is paying for this proxy solicitation?

The sellers under the Transaction Agreement and Wendel have agreed to split equally all out-of-pocket expenses (including all reasonable fees and expenses of counsel, accountants, proxy solicitors, experts and consultants and/or directors) incurred by or on behalf of Monroe in connection with the solicitation of proxies of stockholders of the Company with respect to the Adviser Change in Control, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and other custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. The Company intends to use the services of Broadridge Financial Solutions, Inc. (“Broadridge”) to aid in the distribution and collection of proxies for an estimated fee of approximately $95,000 plus pass through charges (encompassing standard out of pocket expenses incurred by Broadridge). Broadridge’s fees for distributions and collection of proxies and pass through charges will be paid by the Adviser and such fees and expenses will not be subject to recoupment. Broadridge could contact you by telephone on behalf of the Company and urge you to vote. Broadridge will not attempt to influence how you vote your shares, but will only ask that you take the time to cast a vote. The Adviser may reimburse persons representing beneficial owners of the Company’s common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, electronic or personal solicitation by directors, officers or other regular employees of the Adviser. No additional compensation will be paid to directors, officers or other regular employees for such services. In addition to these written proxy materials, our officers and directors may also solicit proxies in person, by telephone or by other means of communication; however, our officers and directors will not be paid any additional compensation for soliciting proxies.

How many copies should I receive if I share an address with another stockholder?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Brokers may be householding our proxy materials by delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you are a stockholder of record. You can notify us by sending a written request to: Lewis W. Solimene, Jr., Corporate Secretary, Monroe Capital Income Plus Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, or by calling (312) 258-8300. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

What proxy materials are available on the Internet? 

Whom should I contact if I have any questions?

If you have any questions about voting your shares, please call our proxy solicitor, Broadridge at (833) 201-5229. If you have any questions about voting your shares or about the Special Meeting, these proxy materials or your ownership of our common stock, please contact Lewis W. Solimene, Jr., Corporate Secretary, Monroe Capital Income Plus Corporation, 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606, Telephone: (312) 258-8300, or Fax: (312) 258-8350.

Background

We are asking the Company’s stockholders to approve the New Advisory Agreement between the Company and the Adviser, pursuant to which the Adviser will continue to serve as the Company’s investment adviser following the Adviser Change in Control.

The Adviser has advised the Board that Monroe has entered into a transaction pursuant to which the Acquiror, an affiliate of Wendel, will acquire a controlling interest in Monroe, which shall constitute a change of control of the Adviser. The consummation of the Adviser Change in Control will result in an assignment and corresponding termination of the Existing Advisory Agreement, dated as of December 5, 2018, between the Company and the Adviser, in accordance with the requirements of the 1940 Act. Although the ownership of the Adviser will change in connection with the consummation of the Adviser Change in Control, it is important to note that management of the Adviser is not changing in connection with the Adviser Change in Control, nor are the terms of the New Advisory Agreement compared to the Existing Advisory Agreement. The Adviser will continue to serve as the investment adviser to the Company and will be the counterparty to the New Advisory Agreement, as with the Existing Advisory Agreement.

It is anticipated that all investment professionals currently managing the Company, as well as the members of the Adviser’s Investment Committee, will continue managing the Company. The Adviser expects that its investment process will remain substantially the same following the Adviser Change in Control.

The Existing Advisory Agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). The consummation of the Adviser Change in Control will result in an assignment of the Existing Advisory Agreement and therefore cause the automatic termination of the Existing Advisory Agreement. Contingent upon stockholder approval of the New Advisory Agreement and the consummation of the Adviser Change in Control, the Adviser will enter into a new investment management agreement with the Company in order to continue to serve as investment adviser to the Company. The consummation of the Adviser Change in Control is subject to certain terms and conditions, including, among others, approval of the New Advisory Agreement by the Company’s stockholders, to take effect immediately after the closing of the Adviser Change in Control, and the receipt of required regulatory and other approvals. The proposed Adviser Change in Control is expected to close during the first half of 2025.

Wendel is a publicly-traded French corporation, a Euronext Paris Stock Exchange-listed company, and one of Europe’s leading investment companies in terms of size, with $11.0 billion in gross assets as of September 2024, three offices (Paris, Luxembourg and New York), and approximately 98 total employees. Wendel’s investment team comprises experienced professionals with varied backgrounds, including former consultants, company executives, investment bankers, public service managers, and operations managers. Wendel distinguishes itself among its peers through a combination of factors, including being a public company, having a stable family shareholder base (i.e., the Wendel family), its permanent capital holdings, and maintaining an investment portfolio that includes companies across a broad spectrum of geographies and market sectors. Wendel has a dual investment model based on two distinct and complementary businesses – principal investing and third-party asset management. Wendel has historically leveraged permanent capital to make principal investments in leading European and North American companies which are leaders in their field and which today include ACAMS, Bureau Veritas, Crisis Prevention Institute, Globeducate, IHS Towers, Scalian, Stahl and Tarkett. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, a leading mid-market European private equity firm with $13.9 billion in assets under management as of September 2024.

Anticipated Impact of the Adviser Change in Control

Wendel, Monroe and the Adviser do not anticipate the Adviser Change in Control will substantially or adversely affect the Company. First, it is anticipated that the current management team at the Adviser will continue to serve as officers of the Adviser. Second, it is anticipated that the Adviser Change in Control will allow the Adviser and the Company to maintain their investment strategy focused primarily on senior, unitranche and junior secured debt and to a lesser extent, unsecured subordinated debt to lower middle-market companies and the Company’s overall portfolio to enhance value for stockholders in both the near and long-term. Third, it is anticipated that for Monroe, the Adviser Change in Control will provide stable capital to allow Monroe to continue to scale its lower middle market lending strategy, allowing it to deliver meaningful benefits to its global investor base, including the stockholders of the Company.

Information Regarding the Adviser and the Existing Advisory Agreement

On December 5, 2018, the Board approved the Existing Advisory Agreement between the Adviser and the Company, under which the Adviser, subject to the overall supervision of the Board, manages the day-to-day operations of and provides investment advisory services to the Company.

Pursuant to the Existing Advisory Agreement, the Company pays the Adviser a fee for its investment advisory and management services consisting of two components - a base management fee and an incentive fee. On April 18, 2022, the Adviser agreed to permanently waive a portion of the base management fees and incentive fees payable by us to the Adviser under the Existing Advisory Agreement pursuant to a fee waiver letter. The base management fee waivers took effect beginning April 1, 2022 (the “Effective Date”) and the incentive fee waivers took effect beginning January 1, 2022.

Because the Company is seeking stockholder approval of a proposal that affects the Existing Advisory Agreement, additional detail is provided below regarding the Adviser and the terms of the Existing Advisory Agreement:

Beginning with the Effective Date, the base management fee is calculated at an annual rate of 1.25% of average total assets (reduced from 1.50%), which includes assets financed using leverage. Following any future quotation or listing of our securities on a national securities exchange (an “Exchange Listing”) or any future quotation or listing of securities on any other public trading market, the base management fee will be calculated at an annual rate of 1.75% of average invested assets (calculated as total assets excluding cash). The base management fee is payable 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. 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 our administration agreement between us and MC Management (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. The Adviser is not under any obligation to reimburse us for any part of the incentive fee it receives that was based on accrued interest that we never actually receive.

Pre-incentive fee net investment income does not include any realized capital gains or 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 1.50% per quarter (6% annually).

Prior to April 1, 2022, we paid the Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

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 Agreement, as of the termination date), and equals 12.5% (permanently reduced from 15.0% effective January 1, 2022) of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Adviser, 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 will serve 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 12.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

While the Existing Advisory Agreement with the Adviser neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, pursuant to an interpretation of an American Institute for Certified Public Accountants Technical Practice Aid for investment companies, we include unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Adviser if our entire portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

The Existing 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, the Adviser 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.

All terms of the New Advisory Agreement are identical to the Existing Advisory Agreement.

Certain Board of Directors Considerations Regarding the Approval of the New Advisory Agreement 

In anticipation of the Adviser Change in Control, the Board held a virtual meeting on December 9, 2024, for purposes of, among other things, discussing matters relating to the Adviser Change in Control and considering whether it would be in the best interests of the Company and its stockholders to approve the New Advisory Agreement. At the December 9, 2024 meeting, the Board, including the Independent Directors, unanimously approved the New Advisory Agreement on behalf of the Company, contingent upon the Adviser and the Acquiror closing the Adviser Change in Control. The Independent Directors also consulted with independent counsel in a separate meeting regarding the approval of the New Advisory Agreement. The Board discussed matters relating to the Adviser Change in Control and set the date of the Special Meeting and the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting. The Board, including all of the Independent Directors, unanimously recommend that stockholders of the Company vote to approve the New Advisory Agreement.

In reaching the conclusion that the approval of the New Advisory Agreement is in the best interests of the Company’s stockholders, the Board reviewed information prepared for the Board for this purpose and considered the material terms of the Adviser Change in Control as discussed with the Adviser and, among other things: the proposed management of the Adviser following the Adviser Change in Control; the strategic plans for the Adviser’s management after the Adviser Change in Control; the operation of the Company following the Adviser Change in Control; the nature, extent and quality or level of services to be provided to the Company following the Adviser Change in Control; key personnel that are expected to service the Company, and the compensation or incentive arrangements to retain such personnel following the Adviser Change in Control; the resources that will be available to the Adviser following the Adviser Change in Control; the Company’s anticipated fees and expenses following the Adviser Change in Control; and such other factors as the Board and Independent Directors deemed relevant to their decision.

In approving the New Advisory Agreement, the Board, including a majority of the Independent Directors, determined as follows:

In evaluating the nature, quality and extent of the services expected to be provided by the Adviser under the New Advisory Agreement, the Board concluded that no diminution in the nature, quality and extent of services currently provided to the Company and its stockholders is expected as a result of the Adviser Change in Control. and, instead, the Board noted that the Adviser believes that Wendel will provide Monroe with stable capital to allow Monroe to continue to scale its lower middle market lending strategy, allowing it to deliver meaningful benefits to its global investor base, including the stockholders of the Company.

In making their determination, the Board considered, among other things: the expected impact, if any, of the Adviser Change in Control on the operations, facilities, organization and personnel of the Adviser, including that, following the Adviser Change in Control, it is anticipated that there will be no changes to the Adviser’s investment committee and that that all investment professionals currently supporting and managing the operations of the Company will continue to support and manage the operations of the Company and will have the access and the ability to add key resources to execute on the Company’s investment objectives. In addition, the Board considered the ability of the Adviser to continue to perform its duties as a result of the Adviser Change in Control, including any changes to the level or quality of services provided to the Company; and any anticipated changes to the investment and other practices of the Company. The Board noted that the terms of the New Advisory Agreement, including the fees payable thereunder, are the same as those of the Existing Advisory Agreement. The Board considered that the services to be provided and the standard of care under the New Advisory Agreement are the same as the Existing Advisory Agreement.

The Board reviewed the investment performance of the Company since its commencement of operations and compared the performance of the Company with the performance of comparable BDCs. The Board determined that the Adviser was delivering results consistent with the investment objective of the Company and that the Company’s investment performance was acceptable, relative to comparable BDCs.

The Board considered that following the consummation of the Adviser Change in Control, all the portfolio investment personnel responsible for the management of the Company’s portfolio as well as the members of the Adviser’s investment committee, were expected to continue to manage the portfolio and the investment strategies of the Company was not expected to materially change as a result of the Adviser Change in Control.

Accordingly, in light of such findings and the performance history of the Company, the Board determined that the investment performance of the Company was likely to remain consistent or potentially improve over time with the approval of the New Advisory Agreement.

As noted above, the terms of the New Advisory Agreement are the same as those of the Existing Advisory Agreement, including with respect to fee structure. Based on its review of the information provided to it, the Board determined that the management fees and expenses under the New Advisory Agreement were reasonable and in the best interests of the Company.

The Board considered that Wendel and the Adviser do not expect to directly experience any new economies of scale in connection with the operation of the Company following the consummation of the Adviser Change in Control. Therefore, potential economies of scale were determined not to be a significant consideration for the Board in approving the New Advisory Agreement, and the Board determined that the advisory fee structure with respect to the New Advisory Agreement as proposed was reasonable and that no changes were currently necessary to reflect economies of scale.

The Board recognized that it is difficult to predict the Adviser’s profitability after the Adviser Change in Control. However, given that the fee structure, services and costs of personnel under the New Advisory Agreement are the same as that under the Existing Advisory Agreement, the Board determined that, based on information available to the Board related to the Existing Advisory Agreement, the Adviser’s profitability with respect to managing the Company should not be unreasonable in relation to the nature, extent and quality of the services to be provided.

The Board considered that Wendel and its other fund managers are expected to operate independently of Monroe and the Adviser, with each remaining under its current brand and led by its existing management and investment teams, and will not coordinate their investment activities or operations with Monroe or the Adviser. Accordingly, due to such lack of coordination, it is not expected that the Company will receive material fall-out benefits as a result of the Adviser Change in Control.

As discussed above, Wendel has committed up to $1 billion in capital to Monroe to support new strategies and fund organic and inorganic initiatives on the Monroe platform which could provide additional opportunities for investments in transactions for the Company with attractive risk return profiles. Additionally, the transaction will allow Monroe access to Wendel’s network to develop long term partnerships with highly regarded limited partners which will enhance Monroe’s ability to scale their platform, allowing Monroe to accelerate its growth strategy and deliver meaningful benefits to its global investor base, including the stockholders of the Company

The Board concluded that, in connection with its evaluation of the New Advisory Agreement, it is not practical to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Board 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 the Board. Rather, the Board based its approval on the totality of information presented to, and the investigation conducted by, it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Section 15(f) of the 1940 Act

Because the consummation of the Adviser Change in Control will result in an assignment and corresponding termination of the Existing Advisory Agreement, the Adviser and the Acquiror intend for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act, which permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser that results in an assignment of an investment advisory contract, provided that the following two conditions are satisfied.

First, an “unfair burden” may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two (2)-year period following the transaction whereby the investment adviser (or predecessor or successor adviser), or any “interested person” of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). Monroe and the Acquiror informed the Board that the agreement between Monroe and the Acquiror, related to the Adviser Change in Control provides for reliance on the safe harbor provided by Section 15(f) of the 1940 Act and therefore, no “unfair burden” will be imposed on the Company as a result of the Adviser Change in Control. In addition, the Adviser has committed that the Company will not bear the burden of expenses relating to the Adviser Change in Control, including the costs of this proxy solicitation.

Second, during the three (3)-year period following the Adviser Change in Control, at least 75% of the members of the investment company’s board of directors cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor adviser). The Board currently consists of three directors that are not “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor adviser) and one “interested” director. The Board has committed to ensuring that at least 75% of the directors will continue to be not “interested persons” of the Adviser for a period of three (3) years after the Adviser Change in Control.

Required Vote

Approval of the New Advisory Agreement may be obtained by the affirmative vote of a majority of the outstanding shares of the Company entitled to vote at the Special Meeting.

Executive Officers of the Adviser Before and After the Adviser Change in Control 

Information regarding the members of the principal executive officers of the Adviser is set forth below.

We are asking the Company’s stockholders to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the New Advisory Agreement Proposal. If the Company’s stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any subsequent, adjourned meeting of the Company’s stockholders and use the additional time to solicit required proxies, including proxies from stockholders who previously may have returned properly executed proxies voting against the New Advisory Agreement Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we receive proxies in connection with the Special Meeting that represent a sufficient number of votes against the New Advisory Agreement Proposal that it would be rejected, we could adjourn the Special Meeting without a vote on the New Advisory Agreement Proposal and seek to convince the stockholders who provided such proxies to change their votes to votes in favor of the New Advisory Agreement Proposal. Additionally, the presiding officer of the Special Meeting may adjourn the Special Meeting in his or her discretion under the terms of our bylaws.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and broker non-votes, if any, will have no effect on the vote for the Adjournment Proposal.

Certain of our current officers are directors or officers of the Adviser. The Adviser and its direct or indirect members, partners, officers, directors, employees, agents and affiliates may be subject to certain potential conflicts of interest in connection with our activities and investments. For example, the terms of the Adviser’s management and incentive fees may create an incentive for the Adviser to approve and cause us to make more speculative investments than we would otherwise make in the absence of such fee structure. In addition, certain member of the Adviser’s personnel serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as we do, or of investment funds, accounts, or investment vehicles managed by the Adviser. Similarly, the Adviser may have other clients with similar, different or competing investment objectives. 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 Company or our stockholders. In addition, prior to an initial public offering and in accordance with its obligations under the 1940 Act, the Adviser intends to agree to allow certain stockholders the opportunity to participate in certain investment opportunities that we may also participate in.

The Adviser and its affiliates have procedures and policies in place designed to manage the potential conflicts of interest between its fiduciary obligations to us and its similar fiduciary obligations to other clients. An investment opportunity that is suitable for multiple clients of the Adviser and its affiliates may not be capable of being shared among some or all of such clients and affiliates due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that the Adviser’s or its affiliates’ efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to us. Not all conflicts of interest can be expected to be resolved in our favor.

The principals of the Adviser may manage investment vehicles with similar or overlapping investment strategies. In order to address these issues, the Adviser has put in place an investment allocation policy that addresses the co-investment restrictions set forth under the 1940 Act and seeks to ensure the equitable allocation of investment opportunities when we are able to co-invest with other accounts managed by the Adviser and affiliated entities. In the absence of using the exemptive relief from the SEC that permits greater flexibility relating to co-investments, the Adviser will apply the investment allocation policy. When we engage in such permitted co-investments, we will do so in a manner consistent with the Adviser’s allocation policy. In situations where co-investment with other entities managed by the Adviser or its affiliates is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer, the Adviser will need to decide whether we or such other entity or entities will proceed with the investment. The Adviser will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts in a manner that will be fair and equitable over time

We expect to co-invest on a concurrent basis with other affiliates of the Adviser, unless doing so is impermissible with existing regulatory guidance, applicable regulations, the terms of any exemptive relief granted to us and our allocation procedures. On October 15, 2014, as amended on January 10, 2023, the Adviser and certain other funds and accounts sponsored or managed by the Adviser and its affiliates, received exemptive relief from the SEC that permits us greater flexibility to negotiate the terms of co-investments if our Board determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by the Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Under the terms of this exemptive relief, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors is required to make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies. Our Board regularly reviews the allocation policy of Monroe and annually reviews the code of ethics of the Adviser.

Additionally, we rely on investment professionals from the Adviser to assist our Board with the valuation of our portfolio investments. The Adviser’s management fee is based on the value of our investments and there may be a conflict of interest when personnel of the Adviser are involved in the valuation process for our portfolio investments.

We have entered into the 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 that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC.

We have entered into a license agreement with Monroe under which Monroe 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 the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “Monroe Capital” name.

Pursuant to its charter, our audit committee is responsible for reviewing with both management and the Company’s independent accountants, as appropriate, all related party transactions or dealings with parties related to the Company.

In connection with the transaction, a director of the Company that is considered an “interested person” of the Company will receive substantial payments in exchange for their equity interests in Monroe.

____________________

Except as otherwise provided herein, since January 1, 2024 none of the Company’s officers or directors purchased or sold any of the securities of the Adviser or its affiliates.

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

EXHIBIT A

FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

AMENDED AND RESTATED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

WITNESSETH:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

WITNESSETH:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.