through the end of the period, plus any unrealized capital appreciation and depreciation as of the end of the period. It should be noted that a fee so calculated and accrued would not necessarily be payable under the Advisory Agreements, and may never be paid based upon the computation of capital gains incentive fees in subsequent periods. Amounts paid under the Advisory Agreements will be consistent with the formula reflected in the Advisory Agreements.

During the fiscal year ended December 31, 2014, the Company paid to the Adviser approximately $21.2 in base management fees and $5.6 million in incentive fees.

Expenses.  Under the New Advisory Agreement, all personnel of the Adviser or BSP, when and to the extent engaged in providing investment advisory services, and the compensation and expenses of such personnel allocable to such services, will be provided and paid for by the Adviser or by BSP, and not by the Company. The Company is and will be responsible for all other costs and expenses of its operations and transactions, including (without limitation) those relating to: organization and offering; calculating the Company’s net asset value; effecting sales and repurchases of shares of the Company’s common stock and other securities; investment advisory fees; fees payable to third parties relating to, or associated with, making investments (in each case subject to approval by the Company’s Board of Directors); transfer agent and custodial fees; federal and state registration fees; any exchange listing fees; federal, state and local taxes; Non-Interested Directors’ fees and expenses; costs of proxy statements, stockholders’ reports and notices; fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; and direct costs such as printing, mailing, long distance telephone, staff, independent audits and outside legal costs and all other expenses incurred by the Company or its administrator in connection with administering the Company’s business, including payments under the Administration Agreements that is based upon the Company’s allocable portion of overhead incurred by the Company’s administrator in performing its obligations under the Administration Agreements, including. All of these expenses are ultimately borne by the Company’s common stockholders. The Existing Advisory Agreement contains the same provisions with respect to responsibilities for expenses as those described above with respect to the New Advisory Agreement.

Term, Continuance and Termination.  The continuance and termination provisions under the New Advisory Agreement will be identical to the continuance and termination provisions under the Existing Advisory Agreement. The Advisory Agreements provide that the Advisory Agreements will remain in force for two years from the date on which they first become effective, and thereafter from year to year, subject to approval by the Board of Directors or a vote of a majority of the outstanding voting securities of the Company and by approval of a majority of the Non-interested Directors. The Advisory Agreements may be terminated at any time, without the payment of any penalty, by the action of the Board of Directors or by a vote of a majority of the Company’s outstanding voting securities, on 60 days’ written notice to the Adviser, or by the Adviser at any time, without the payment of any penalty, on 60 days’ written notice to the Company.

Indemnification.  The indemnification provisions under the New Advisory Agreement will be identical to the indemnification provisions under the Existing Advisory Agreement. The Advisory Agreements provide that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, the Adviser and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Advisory Agreements or otherwise as an investment adviser of the Company.

Board Consideration of the Approval of the New Advisory Agreement

On July 13, 2015, July 17, 2015, July 28, 2015 and July 30, 2015, the Board of Directors, including a majority of Non-interested Directors, met and discussed the Transaction and its possible effects on the Company, and evaluated the New Advisory Agreement. Senior officers of the Adviser and BSP were present to answer questions from the Board of Directors. The Board of Directors, including a majority of Non-interested Directors, approved the New Advisory Agreement on July 30, 2015.

In evaluating the New Advisory Agreement, the Board of Directors reviewed certain materials furnished separately by the Adviser, BSP and their affiliates relevant to its decision. Those materials included information regarding the Adviser and BSP and their affiliates, their personnel, operations and financial

conditions. Representatives of the Adviser and BSP discussed with the Board of Directors the Adviser’s and BSP’s philosophy of management, historical performance and methods of operation insofar as they related to the Company, and indicated their belief that, as a consequence of the Transaction, the operations of the Adviser and its ability to provide advisory services to the Company would not be adversely affected and would likely be enhanced by the resources of BSP. The Board of Directors considered the potential benefits to stockholders and terms of the Transaction, including, among other things, the changes in the governance structure of the Adviser and the Company; the strategic plans for the Adviser and the Company; the operation of the Company; the nature, extent and quality or level of services to be provided to the Company; key personnel that are expected to service the Company and/or the Board of Directors and the compensations or incentive arrangements to retain such personnel; the Adviser’s new ownership and capital structure; the additional regulatory requirements applicable to the Adviser or the Company’s operations as a result of the Transaction, if any; the Company’s fees and expenses; and such other factors as the Board of Directors and the Non-interested Directors deemed relevant to their decision.

In approving the New Advisory Agreement, the Board of Directors, including all of the Non-interested Directors, considered the following matters and reached the following conclusions:

The Non-interested Directors had the opportunity to consult in executive session with their independent legal counsel regarding the approval of the New Advisory Agreement. Based on the information reviewed and discussions held with respect to each of the foregoing items, the Board of Directors, including all of the Non-interested Directors, concluded in light of all of the Company’s surrounding circumstances that the compensation payable to the Adviser was reasonable in relation to the services to be provided by the Adviser to the Company.

After these deliberations, the Board of Directors, including a majority of the Non-interested Directors, approved the New Advisory Agreement between the Adviser and the Company as in the best interests of the Company and its stockholders. The Board of Directors then directed that the New Advisory Agreement be submitted to the Company’s stockholders for approval with the Board of Directors’s recommendation that stockholders vote to approve the New Advisory Agreement.

The Board of Directors did not assign relative weights to the above factors or the other factors considered by it. Individual members of the Board of Directors may have given different weights to different factors.

Subsequent to publicly disclosing the terms of the New Advisory Agreement, the Board of Directors formed a special committee consisting solely of the Company’s three Non-interested Directors (the “Special Committee”) to evaluate an unsolicited, written proposal from a third party also seeking to replace the Adviser as the investment adviser to the Company. The third party offered a 50% reduction in the base management fee under a new investment advisory agreement for a period of three years and to waive the first $5 million of the management fee. In addition, the third party included a commitment to purchase $10 million of the Company’s common stock in one or more open-market purchases. The third party subsequently offered to further extend its proposed 50% reduction in the base management fee under a new investment advisory agreement for an additional year and provide an additional $20 million of fee concessions or share purchases.

The Special Committee extensively evaluated the unsolicited proposal, including the totality of its quantitative and qualitative aspects, as compared to the quantitative and qualitative aspects of the New Advisory Agreement, and discussed it internally as well as with independent legal counsel. After these extensive deliberations, the Special Committee determined that the greater benefit to the Company and its stockholders would be derived from BSP’s strategy, reputation, institutional relationships, track record, investment skills and the quality of its management team and, as a result, the Special Committee continued to support the Transaction and the New Advisory Agreement. Notwithstanding such determination, the Special Committee also requested that the Company’s management seek to obtain more favorable terms from BSP with respect to the New Advisory Agreement. As a result, the Company engaged in further discussions with BSP in light of the Special Committee’s directive, and BSP ultimately agreed to permanently lower the base management fee payable under the New Advisory Agreement to an annual rate of 1.50% of the Company’s gross assets from an annual rate of 2.00% of the Company’s gross assets. Also, various members and affiliates of BSP and the Adviser have agreed to purchase a minimum of $20 million of the Company’s common stock within 12 months after the closing of the Transaction.

The Special Committee then convened a meeting to discuss the above-referenced developments, including BSP’s agreement to permanently lower the base management fee payable under the New Advisory Agreement,

and determined to continue to recommend the New Advisory Agreement to the Company’s Board of Directors and stockholders. The Board of Directors subsequently determined that the New Advisory Agreement continued to be in the best interests of the Company and its stockholders.

Information Regarding the New Officers and Members of the Adviser’s Investment Committee

The Adviser has acted as the Company’s investment adviser since the Company’s inception in 2003. The Adviser’s current investment committee members are Jonathan H. Cohen, Saul B. Rosenthal and Darryl M. Monasebian. Messrs. Cohen and Rosenthal are also the Company’s and the Adviser’s Chief Executive Officer and President, respectively. Bruce L. Rubin is the current Chief Financial Officer and Secretary of the Company and the Adviser. Gerald Cummins is the current Chief Compliance Officer of the Company and the Adviser. The Adviser’s investment committee is supported by six additional investment professionals.

Upon the consummation of the Transaction, the Adviser will become controlled by BSP and Messrs. Cohen, Rosenthal, Rubin and Cummins will resign immediately from their respective positions with the Company and the Adviser. In addition, Messrs. Cohen, Rosenthal and Monasebian, as well as the six investment professionals that currently support the Adviser’s investment committee, will resign from their positions with the Adviser. Concurrently, the Board of Directors will appoint Thomas J. Gahan as the Chairman of the Board of Directors, Richard J. Byrne as the Company’s President and Chief Executive Officer, Bryan R. Martoken as the Company’s Chief Financial Officer and Treasurer, and Alexander H. McMillan as the Company’s Chief Compliance Officer and Secretary, all of whom are affiliated with BSP. Upon completion of the transaction the Adviser’s investment committee will consist of Messrs. Gahan, Paasche and Faulstich. Going forward, the Adviser’s investment committee will be supported by BSP’s 59 investment professionals

Following the closing of the Transaction, Messrs. Gahan, Byrne, Paasche and Faulstich, as senior members of the Adviser will have sole investment and dispositive control over all of portfolio company investments held by the Company as of the closing of the Transaction and over all other new investments. The Adviser will continue to make fair value recommendations to the Board of Directors with respect to investments in the Company’s portfolio and will continue to engage third-party valuation firms as needed. Further, with respect to all decisions regarding the Company’s portfolio, each such investment and disposition decision shall be in compliance with applicable law and the fiduciary duties owed to the Company and its stockholders and in compliance with any contractual obligation binding upon the Company.

The table below discloses information regarding the senior management and investment committee members of the Adviser, executive officers of the Company and an estimate of the annual reimbursable compensation expense to be paid by the Company for each such executive officer under the New Administration Agreement, in each case after the Transaction closes:

Name		Principal Occupation/ Title with the Adviser		Position(s) with the Company (if any)		Estimate of Annual Reimbursable Compensation to be Paid by the Company with Respect to its Executive Officers under New Administration Agreement
Thomas J. Gahan		Chief Executive Officer		Chairman of the Board of Directors		N/A
Richard J. Byrne		President		Chief Executive Officer, President and Director		N/A
Michael Paasche		Senior Managing Director		N/A		N/A
Blair Faulstich		Head of Origination		N/A		N/A
Bryan R. Martoken		Chief Financial Officer		Chief Financial Officer and Treasurer		$600,000(1)
Alexander H. McMillan		Chief Compliance Officer		Chief Compliance Officer and Secretary		$250,000(1)

The following is the biographical information of the new senior management and new investment committee members of the Adviser upon completion of the Transaction. The address for the new senior management and the investment committee members is c/o Benefit Street Partners L.L.C, 9 West 57^th Street, Suite 4920, New York, New York 10019. See “Proposal 2 — Election of Directors” for the biographical information of Messrs. Martoken and McMillan.

Thomas J. Gahan.  Mr. Gahan is Chief Executive Officer of BSP. Prior to joining Providence in 2008, Mr. Gahan was Chief Executive Officer of Deutsche Bank Securities Inc. and Head of Corporate and Investment Banking in the Americas. He was also the Global Head of Capital Markets at Deutsche Bank, chairman of the principal investment committee and a member of the global banking executive committee and the global markets executive committee. Before joining Deutsche Bank, Mr. Gahan spent 11 years at Merrill Lynch, most recently as Global Head of Credit Trading within the fixed income division. Mr. Gahan received a Bachelor of Arts degree from Brown University.

Richard J. Byrne.  Mr. Byrne serves as the President of BSP. Prior to joining BSP in April 2013, Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc. He was also the Global Co-Head of Capital Markets at Deutsche Bank. Before joining Deutsche Bank, Mr. Byrne was Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co. He was also a perennially top-ranked credit analyst. Mr. Byrne earned an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. from Binghamton University. Mr. Byrne is a member of the Board of Directors of New York Road Runners and the Board of Directors of MFA Financial, Inc.

Michael E. Paasche.  Mr. Paasche is a Senior Managing Director of BSP. Prior to joining Providence in 2008, Mr. Paasche spent 13 years at Deutsche Bank Securities Inc. with multiple positions, including Global Head of Leveraged Finance. Before joining Deutsche Bank, Mr. Paasche spent seven years at Prudential Securities where he held various positions, including Managing Director and Head of High Yield. Mr. Paasche received his Masters of Business Administration degree from the University of Chicago and a Bachelor of Arts degree from Albion College.

Blair D. Faulstich.  Mr. Faulstich is Head of Origination of BSP. Prior to joining Providence in 2011, Mr. Faulstich was a managing director and co-head of media and communications investment banking at Citadel Securities. Previously, he was a managing director in the media and communications investment banking group at Merrill Lynch. Mr. Faulstich held various positions at Deutsche Bank Alex. Brown in the media investment banking group. Before joining Alex. Brown in 1997, Mr. Faulstich spent three years at Arthur Andersen. Mr. Faulstich received a Masters of Business Administration degree from Cornell University and Bachelor of Arts from Principia College.

Information Regarding BSP and Providence

BSP is a leading credit-focused alternative asset management firm with over $10.7 billion in assets under management, including $4.2 billion in private debt, as of June 30, 2015. BSP has been registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since February 2011. BSP is an affiliate of Providence and was formed in 2008 as Providence’s credit investment platform. BSP manages funds for institutions and high-net-worth investors, including private funds with a substantially similar strategy to the anticipated new investment strategy of the Company, globally across various credit funds and strategies including private debt, long-short liquid credit, long-only credit and commercial real estate debt. In addition, BSP has been managing collateralized loan obligation vehicles (“CLOs”) since October 2012 and currently manages seven CLOs with total CLO assets under management of $3.6 billion as of June 30, 2015. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass BSP’s robust platform. BSP’s private debt strategy seeks to benefit from proprietary access to companies through an extensive, nationwide network of senior partner relationships, CEO relationships, key financial intermediaries, financial sponsors and the extensive global resources and networks of the broader Providence platform. As of June 30, 2015, BSP has 103 professionals, including 59 investment and research professionals.

BSP’s credit investing efforts are strengthened through its affiliation with Providence, a leading global private equity firm with more than $40 billion in committed investor capital. Providence was founded as a sector-focused private equity investor with expertise in global media, communications, education and

information sectors. Collectively, Providence and BSP consists of more than 300 employees, including more than 115 investment professionals located across offices in Providence, New York, Houston, London, Hong Kong, New Delhi and Singapore.

Upon the consummation of the Transaction, BSP Acquisition I, LLC will acquire the limited liability interests of the Adviser from BDC Partners and the other members of the Adviser. BSP Acquisition I, LLC is a subsidiary of and controlled by BSP. The managing member of BSP Acquisition I, LLC is BSP Acquisition I Manager, LLC, which, upon consummation of the Transaction, will be a wholly owned subsidiary of BSP. The address of BSP Acquisition I, LLC and BSP is 9 West 57th Street, Suite 4920, New York, New York 10019.

Principal Executive Offices

The principal executive office of BSP is 9 West 57^th Street, Suite 4920, New York, New York 10019. Upon the consummation of the Transaction, the principal executive office of each of the Company, the Adviser and the New Administrator will also be 9 West 57^th Street, Suite 4920, New York, New York 10019.

Administration Agreements

BDC Partners currently furnishes the Company with office facilities, together with equipment and clerical, bookkeeping and record keeping services at such facilities pursuant to the Existing Administration Agreement. Under the Existing Administration Agreement, BDC Partners also performs, or oversees the performance of the Company’s required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. In addition, BDC Partners currently assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the Existing Administration Agreement are based upon the Company’s allocable portion of overhead and other expenses incurred by BDC Partners in performing its obligations under the Existing Administration Agreement, including a portion of the rent and the compensation of the Company’s Chief Financial Officer, Controller, accounting support staff, and other administrative support staff. The Existing Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

Upon the consummation of the Transaction, the Existing Administration Agreement will be terminated and the Company will enter into the New Administration Agreement with the New Administrator. The New Administration Agreement will be on the same terms in all material respects as the Existing Administration Agreement. Specifically, the New Administrator will provide the Company with office facilities, together with equipment and clerical, bookkeeping and record keeping services at such facilities. The New Administrator will also perform, or oversee the performance of the Company’s required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. The New Administrator will also assist the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Payments under the New Administration Agreement will based upon the Company’s allocable portion of overhead and other expenses incurred by the New Administrator in performing its obligations under the New Administration Agreement, including a portion of the rent and the compensation of the Company’s Chief Financial Officer and Treasurer, Chief Compliance Officer and Secretary, accounting support staff, and other administrative support staff. The Company will ultimately be responsible for paying such portion of the compensation of these officers. The New Administration Agreement will also be terminable by either party without penalty upon 60 days’ written notice to the other party.

The Board of Directors, including the Non-interested Directors, considered the nature, quality, cost and extent of administrative services to be performed by the New Administrator under the New Administration Agreement. The Board of Directors, including the Non-interested Directors, also considered the nature and extent of the New Administrator’s supervision of third-party service providers. They concluded that the nature

and quality of the administrative services and supervisory services that will be provided by the New Administrator to be satisfactory and beneficial to the Company. In addition, the Board of Directors has determined that the anticipated fees, expenses and costs to be incurred by the Company under the New Administration Agreement, as well as the sub-administration agreement described below, will not materially increase after the Transaction.

BSP expects to enter into a sub-administration agreement pursuant to which BDC Partners will provide certain financial, accounting, tax, compliance and administrative services from time to time to assist BSP in providing administrative services to the Company in accordance with the Administration Agreement. The Company will ultimately be responsible for making all payments to BDC Partners under the sub-administration agreement and such payments will be based on the actual expenses incurred by BDC Partners in performing its obligations thereunder, including the wages of the personnel of BDC Partners performing services thereunder. Pursuant to this sub-administration agreement, BSP expects that the current members of the Adviser will continue to be accessible to BSP for continuity purposes.

Continuation of Indemnification and D&O Liability Insurance

For a period of six years following the closing of the Transaction, BSP has agreed to cause the Adviser, and to use BSP’s reasonable best efforts to cause the Company, in accordance with their respective organizational documents, any other agreements to which each entity is a party and applicable law, to continue to provide indemnification to the current members of the Adviser and the present and former directors, officers, managers, partners, employees and agents of the Adviser and the Company (collectively, the “Covered Persons”) from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding relating to the businesses of the Adviser or the Company or the status of such Covered Person as a director, officer, manager, partner, owner, fiduciary, control person, employee or agent of the Adviser or the Company prior to the closing of the Transaction, to the fullest extent permitted by applicable law. Additionally, for a period of six years following the closing of the Transaction, BSP has agreed to maintain, or cause the Company to maintain or continue in effect a directors’ and officers’ liability insurance policy (the “D&O Tail Policy”) covering the Covered Persons who are covered prior to the closing of the Transaction by the directors’ and officers’ liability insurance policy of the Company. The coverage of the D&O Tail Policy will be in an amount and scope at least as favorable as the existing coverage of the Company. The Company will not incur any additional costs or expenses related to such policy.

Required Vote

Approval of this proposal requires the affirmative vote of “a majority of outstanding voting securities” entitled to vote at the Special Meeting, as defined under the 1940 Act. Since the Company’s only voting securities are common stock, consistent with the 1940 Act, the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting is required to approve the New Advisory Agreement. For purposes of approval of the New Advisory Agreement, “a majority of outstanding shares of common stock” is the lesser of: (i) 67% or more of the shares of common stock present at the Special Meeting if the holders of more than 50% of the outstanding common stock are present or represented by proxy; or (ii) more than 50% of the Company’s outstanding shares of common stock as of the Record Date. Abstentions will have the effect of a vote against this proposal. Since banks, brokerage firms or other nominees do not have discretion to vote on this proposal, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Significant Conflicts of Interests of Our Directors and Officers in the Transaction

When you consider the recommendation of the Board of Directors that you vote to approve the New Advisory Agreement, you should be aware that certain of our executive officers and members of our Board of Directors have significant conflicts of interests in the Transaction. These interests include, among other things:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE NEW ADVISORY AGREEMENT BETWEEN THE COMPANY AND ADVISER,
TO TAKE EFFECT UPON A CHANGE OF CONTROL OF THE ADVISER IN
CONNECTION WITH THE TRANSACTION.

PROPOSAL II

1: ELECTION OF DIRECTORS

Pursuant to the Company’s bylaws, the number of directors is set at meetings offive unless otherwise designated by the Board of Directors held on July 30, 2015 and September 2, 2015, the Board of Directors increased the size of the Board of Directors to nine members and recommended for election at the Special Meeting four new Non-Interested Director nominees and two new Interested Director nominees.

Directors. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his or her respective successor is duly elected and qualified.

As a result of the Transaction, as discussed in more detail below, at least 75% of the Company’s Board must be comprised of Non-interested Directors. Accordingly, the Company’sMr. Steven P. Novak and Mr. Charles M. Royce have each been unanimously nominated by OXSQ’s Board of Directors, determined to nominate four new directors that would be considered Non-interested Directors in order to satisfyincluding the 75% Non-interested Director requirement. Further, upon the consummation of the Transaction, the Company’s two current interested directors, Jonathan H. CohenNominating and Charles M. Royce, will resign from the Board of Directors. The Company’s Board of Directors also determined to nominate Thomas J. Gahan and Richard J. Byrne, who are affiliated with BSP and will be interested directors upon consummation of the Transaction to fill the vacancies created by the resignations of Messrs. Cohen and Royce. As a result, if the four director nominees named below are elected to the Board of Directors by the Company’s stockholders at the Special Meeting, upon the closing of the Transaction the Company’s Board will consist of seven Non-interested Directors and two interested directors, and the Company will satisfy the 75% Non-interested Director requirement.

Dennis M. Schaney and Gary Katcher have been nominatedCorporate Governance Committee, for election for a three-yearterm expiring in 2016; Ronald J. Kramer2026. Messrs. Novak and Richard J. Byrne have been nominated for election for a term expiring in 2017; and Lee S. Hillman and Thomas J. Gahan have been nominated for election for a term expiring in 2018. None of Messrs. Schaney, Katcher, Kramer or HillmanRoyce are not being proposed for election pursuant to any agreement or understanding between either the Adviser or BSPMessrs. Novak and Royce and the Company. Messrs. Byrne and Gahan are being proposed for election to fill the vacancies created by the resignations of Messrs. Cohen and Royce pursuant to the terms of the purchase agreement entered into in connection with the Transaction.Company or any other person or entity.

A stockholder can vote for or withhold his, her or herits vote from any nominee.OXSQ’s Board nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy “FOR” the election of each of the OXSQ’s nominees named below.above. If anyeither of theOXSQ’s Board nominees should decline or be unable to serve as a director, it is intended that the proxy will vote for the election of such person as is nominated by the Board of Directors as a replacement. TheOXSQ’s Board of Directors has no reason to believe that the personsperson named above will be unable or unwilling to serve.

The electionThis proposal is considered a “non-routine matter” per the NYSE rules and instructions; accordingly, brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of a director requires aBroker Securities.

A plurality of all the votes cast either in person or by proxy at the Special Meeting (i.e., the director nominees receiving the greatest numbera meeting of votes cast for each of the director positions being voted upon). Each share entitledstockholders duly called and at which a quorum is present shall be sufficient to vote may be voted for as many persons as there are directors to be elected. However, stockholderselect a director. Stockholders may not cumulate their votes. If you vote “Withhold Authority”“Withhold” with respect to aeither director nominee, your shares will not be voted with respect to the person indicated. Because directors are elected by a pluralityAbstentions and Broker Non-Votes, if any, will not be included in determining the number of all votes cast abstentionsand, as a result, will have no effect on this proposal. This proposal is considered a “non-routine matter”; accordingly, brokers cannot vote on this proposal unless they have received voting instructions from the beneficial owner of the election of directors.Broker Securities.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THEMR. STEVEN P. NOVAK AND MR. CHARLES M. ROYCE, OXSQ’S NOMINEES NAMED IN THIS PROXY STATEMENT.

Information aboutAbout the Nominees and Directors

As described below under “Committees of the Board of Directors — Nominating and Corporate Governance Committee,” the Board of Directors has identified certain desired talents and experience for director nominees. Each of our directors and the director nominees has demonstrated high character and integrity; the knowledge, skills and experience necessary to be able to offer advice and guidance to our management in light of prevailing business conditions; familiarity with national and international business

matters; experience with accounting rules and practices; appreciation of the relationship of our business to the changing needs of society; and the desire to balancecomplement the considerable benefit of continuity with the periodic injectionbenefit of fresh perspective.diverse view points and perspectives. Each of our directors and the director nominees also has sufficient time available to devote to the affairs of the Company, is able to work with the other members of the Board of Directors and contribute to the success of the Company and can represent the long-termlong-term interests of the Company’s stockholders as a whole. Our directors and the director nominees have been selected such that the Board of Directors represents a diverse range of backgrounds and experience. All of our directors are encouraged to attend the Annual Meeting.

Certain information, as of the Record Date, with respect to the Company’s director nominees for election at the SpecialAnnual Meeting, as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure.

The business address of the nominees and the directors listed below is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. The business address

Name		Age		Background Information
Gary Katcher		58		Mr. Katcher has served as the Chairman of GRK Partners LP, a private credit fund, since 2012. From 2008 to 2010, Mr. Katcher was the Executive Vice President and Global Head of Institutional Fixed Income and Global Capital Markets of Knight Capital Group. From 2002 to 2008, Mr. Katcher was the Founder and Chief Executive Officer of Libertas Capital Partners, a boutique institutional fixed income broker-dealer specializing in high yield distressed debt and asset backed securities. From 1999 to 2001, Mr. Katcher was a Senior Managing Director and Co-Founder of the Leveraged Finance Group at RBC Capital Markets. From 1991 to 1998, Mr. Katcher was the Head of the High Yield Trading Desk at Merrill Lynch. Prior to joining Merrill Lynch, Mr. Katcher worked in research and trading at EF Hutton. Mr. Katcher holds a B.S. in Business and Geography from the State University of New York College at Oneonta and an M.B.A. from New York University. We believe that Mr. Katcher’s experience in asset and credit management supports his election to our board of directors.

NomineesNominee for Director — Term Expiring 2017

Interested Director

Mr. KramerRoyce is not an interested person of the Company as defined in the Investment Company Act of 1940, Act.as amended (the “1940 Act”) due to his ownership of a minority, non-controlling interest in the Company’s investment adviser, Oxford Square Management.

Name and Year First Elected Director		Age		Background Information
Name Charles M. Royce (2003)		Age 83		Background Information
Ronald J. Kramer		56		Mr. Kramer has served as the Chief Executive Officer of Griffon Corporation (NYSE: GFF) since April 2008, as a director of Griffon Corporation since 1993 and as Vice Chairman of the Board of Griffon Corporation since November 2003. Griffon Corporation is a diversified holding company with a portfolio of businesses in the following industries: home and building products, specialty plastic films and defense electronics. From 2002 through March 2008, he was President and a director of Wynn Resorts, Ltd. (NASDAQ:WYNN), a developer, owner and operator of destination casino resorts. From 1999 to 2001, Mr. Kramer was a Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. He was formerly a member of the Board of Directors of Leap Wireless International, Inc. (formerly NASDAQ:LEAP), Monster Worldwide, Inc. (NYSE:MWW) and Sapphire Industrials Corporation (formerly AMEX:FYR). Mr. Kramer holds a BS degree from the Wharton School of the University of Pennsylvania and an MBA from New York University. He alsoRoyce currently serves as Chairman of the Board of The Undergraduate DivisionManagers of the Wharton School, University of Pennsylvania and is a member of the Board of Mt. Sinai Children’s Center, New York. We believe thatRoyce & Associates, LP. Prior to 2017, Mr. Kramer’s experienceRoyce served as a senior executive officer and board member of a number of corporations, including extensive experience in all aspects of finance and business transactions, supports his election to our board of directors.

Mr. Byrne will be an interested person of the Company as defined in the 1940 Act due to his positions as the Chief Executive Officer and President of the Company.

Name		Age		Background Information
Richard J. Byrne		54		Upon the consummation of the Transaction, Mr. Byrne will be appointed as the President and Chief Executive Officer of the Company.Royce & Associates, LP since 1972. He also manages or co-manages six of Royce & Associates, LP’s open- and closed-end registered funds. Mr. Byrne is President of BSP. Prior to joining BSP in April 2013, Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc. He was also the Global Co-Head of Capital Markets at Deutsche Bank. Before joining Deutsche Bank, Mr. Byrne was Global Co-Head of the Leveraged Finance GroupRoyce’s history with us, familiarity with our investment platform, and Global Head of Credit Research at Merrill Lynch & Co. He was also a perennially top-ranked credit analyst. Mr. Byrne earned an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. from Binghamton University. Mr. Byrne is a member of the Board of Directors of New York Road Runners and the Board of Directors of MFA Financial, Inc. Mr. Byrne’s extensive knowledge of the financial services industry and the investment valuation process in particular qualify him to serve on the Board of Directors.

Nominees for Director — Term Expiring 2018

Mr. Hillman is not an interested person of the Company as defined in the 1940 Act.

Name		Age		Background Information
Lee S. Hillman		59		Mr. Hillman has served as President of Liberation Advisory Group, a private management consulting firm, since 2003. Mr. Hillman has served as Chief Executive Officer of Performance Health Systems, LLC, an early-stage business distributing bioDensityTM branded, specialty health and exercise equipment, since January 2009. From February 2006 to May 2008, Mr. Hillman served as Executive Chairman and Chief Executive Officer of Power Plate International (“Power Plate”). In November 2012, PPI Acquisitions, LLC, a consortium headed by Mr. Hillman, reacquired the assets of Power Plate, including the global Power Plate brand, and in January 2013, PPI Acquisitions merged with Performance Health Systems. Mr. Hillman leads the combined company, serving as its CEO, now named Performance Health Systems, LLC. Mr. Hillman has served as a member of the Board of Directors as well as a member of the audit committees of: HealthSouth Corporation, Wyndham International, and RCN Corporation (where he was also Chairman of the Board of Directors. Currently, he serves as a member of the Board of Directors as well as a member of the audit committee, chair of the compensation and financial strategies committees of Lawson Products Inc. and as a Trustee and member of the audit committee at Adelphia Recovery Trust. These professional experiences, along with Mr. Hillman's particular knowledge and experience in managing businesses and having served as Chief Executive Officer, Chief Financial Officer, and/or director of other publicly-traded U.S. and international companies and as a former audit partner of an international accounting firm, supports his election to our board of directors.

Mr. Gahan will be an interested person of the Company as defined in the 1940 Act due to his position as chief executive officer of the Adviser.

Name		Age		Background Information
Thomas J. Gahan		53		Upon the consummation of the Transaction, Mr. Gahan will be appointed as the Chairman of the Board of Directors. Mr. Gahan is Chief Executive Officer of BSP. Prior to joining Providence in 2008, Mr. Gahan was Chief Executive Officer of Deutsche Bank Securities Inc. and Head of Corporate and Investment Banking in the Americas. He was also the Global Head of Capital Markets at Deutsche Bank, chairman of the principal investment committee and a member of the global banking executive committee and the global markets executive committee. Before joining Deutsche Bank, Mr. Gahan spent 11 years at Merrill Lynch, most recently as Global Head of Credit Trading within the fixed income division. Mr. Gahan received a Bachelor of Arts degree from Brown University. Mr. Gahan’s depth of experience in managerial positions in investment management and financial services gives our Board of Directors valuable industry-specific knowledge and expertise on these and other matters and qualifies him to serve as the Chairman of the Board of Directors.

Current

Independent Director — Term Expiring 2016

Non-interested Director

Ms. Pankopf is not an interested person of the Company as defined in the 1940 Act. Ms. Pankopf has been a member of the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
Tonia Pankopf (2003)		47		Ms. Pankopf has been managing partner of Pareto Advisors, LLC since 2005. She is currently a member of the Board of Directors of Landec Corporation, serving on the Corporate Governance and Nominating Committee and as chair of its Audit Committee. Previously, she was a senior analyst and managing director at Palladio Capital Management, LLC from January 2004 through April 2005. From 2001 to 2003, Ms. Pankopf served as an analyst and portfolio manager with P.A.W. Capital Partners, LP. Ms. Pankopf was a senior analyst and vice president at Goldman, Sachs & Co. from 1999 to 2001 and at Merrill Lynch & Co. from 1998 to 1999. She served on the Board of the University System of Maryland Foundation from 2006 to 2012. Ms. Pankopf is a member of the National Association of Corporate Directors and has been designated an NACD Leadership Fellow in recognition of her ongoing involvement in director professionalism and engagement with the director community. Ms. Pankopf received a Bachelor of Arts degree summa cum laude from the University of Maryland and an M.S. degree from the London School of Economics. Ms. Pankopf’s extensive experience in investment research and analysis of mid-market and technology companies provides our Board of Directors with valuable insights of an experienced and diligent financial and investment manager, as well as a diverse perspective.

Current Directors — Term Expiring 2017

Pre-Transaction Interested Director

Prior to the closing of the Transaction, Mr. Royce has been an interested person of the Company as defined in the 1940 Act due to his ownership of a minority, non-controlling interest in the Adviser. Simultaneous with the closing of the Transaction, Mr. Royce will resign from the Company’s Board of Directors. The Board of Directors has nominated Richard J. Byrne for approval by the stockholders to fill the vacancy created by Mr. Royce’s resignation from the Company’s Board of Directors. Mr. Byrne will be an interested person of the Company as defined in the 1940 Act due to his expected positions as Chief Executive Officer and President of the Company.

Name and Year First Elected Director		Age		Background Information
Charles M. Royce (2003)		75		Mr. Royce has served as Chairman of our Board of Directors since 2003. Mr. Royce serves as Chief Executive Officer and a member of the Board of Managers of Royce & Associates, LLC. He also manages or co-manages ten of Royce & Associates, LLC’s open- and closed-end registered funds. Mr. Royce serves on the Board of Directors of The Royce Funds.

Non-interested Director

Mr. Novak is not an interested person as defined in the 1940 Act. Mr. Novak has been a member of the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
Steven P. Novak (2003)		67 75		Mr. Novak has extensive capital markets, venture, and public company investing experience. He held senior positions at Harris BankCorp, Sanford C Bernstein & Company (now Alliance Bernstein), Forstmann-Leff & Associates, and Unterberg Harris, before founding Palladio Capital Management LLC, where he managed an investment partnership. In addition to his work in finance, Mr. Novak founded Mederi Therapeutics, where he served as Chairman and CFO, to acquire the assets of Curon Medical. Mr. Novak also founded Quisk, Inc., a software firm that built a next-generation mobile payments platform and served as its Chairman and CEO. Mr. Novak currently serves as Chairman of the Board of DirectorsChief Financial Officer and Chief ExecutiveCompliance Officer of Quisk, Inc. (f/k/a MOBIbucks Corp.), an early stage mobile payments company, and is the Founder and non-executive Chairman of the Board of Directors of Mederi TherapeuticsLMI Group International, Inc., an early stage medical device company. Until July 2010,a company that authenticates works of art within a private equity investment model, utilizing both traditional techniques as well as advancing the use of scientific computing in the cultural heritage context. A Chartered Financial Analyst, Mr. Novak alsois a seasoned Board member at early-stage companies, frequently chairing the Audit Committee. In addition to the aforementioned companies, he served on the Board of DirectorsBoards of CyberSource, Corporation, an Internet based payments processor company, where he served as the Lead Independent DirectorCytomation, DAKO, and ChairmanAperio Technologies, all of the Nominating Committee, having formerly chaired its Audit Committee. Mr. Novak previously served as President of Palladio Capital Management, LLC and as the Principal and Managing Member of the General Partner of Palladio Partners, LP, an equities hedge fund, from July 2002 until July 2009.which were acquired by other firms. Mr. Novak received a Bachelor of Science degree from Purdue University and an M.B.A. from Harvard University. A Chartered Financial Analyst, Mr. Novak’s financial expertise from his experience as a financial manager and varied roles on the boards of both publicly-tradedpublicly-traded and privately-heldprivately-held companies qualifies him to serve as chairman of our Board of Directors and provides our Board of Directors with particular technology-relatedtechnology-related knowledge and the perspective of a knowledgeable corporate leader.

11

Post-Transaction Executive Officers Who Are Not Also Directors

The following information pertains to the individuals who will serve as the Company’s executive officers upon the closingTable of the Transaction, but who will not be directors of the Company. Certain of the Company’s executive officers may serve as directors of, or on the board of managers of, certain of its portfolio companies.Contents

Corporate Governance

Director Independence

In accordance with rules of the NASDAQ Stock Market, our Board of Directors annually determines each director’s independence. We do not consider a director independent unless our Board of Directors has determined that he or she has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

In order to evaluate the materiality of any such relationship, our Board of Directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an “interested person” of TICC, as defined in Section 2(a)(19) of the 1940 Act.

The Board of Directors has determined that each of the directors is independent and has no relationship with the Company, except as a director and stockholder, with the exception of Thomas J. Gahan, as a result of his position a member of the Adviser’s investment committee upon consummation of the Transaction, and Richard J. Byrne, as a result of his position as Chief Executive Officer and President of the Company upon consummation of the Transaction.

Board Leadership Structure

Our Board of Directors monitors and performs an oversight role with respect to the business and affairs of TICC,OXSQ, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to TICC.OXSQ. Among other things, our Board of Directors approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers, and approves the engagement, and reviews the performance, of our independent registered public accounting firm.

Under our bylaws, our Board of Directors may designate a Chairman to preside over the meetings of our Board of Directors and meetings of the stockholders and to perform such other duties as may be assigned to him by our Board of Directors. We do not have a fixed policyMr. Novak serves as to whether the Chairman of our Board of Directors should be an independent director and believe that we should maintain the flexibility to select the Chairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of TICC and its stockholders at such times.

Upon the consummation of the Transaction, Mr. Gahan will serve as the Chairman of the Board of Directors. Mr. Gahan will beNovak is not an “interested person” of TICCOXSQ as defined in Section 2(a)(19) of the 1940 Act as a result of his position as a member of the Adviser’s investment committee.Act. We believe that Mr. Gahan’s extensive knowledgeNovak’s financial expertise from his experience as a financial manager and varied roles on the boards of the financial services industryboth publicly-traded and the investment valuation process qualifyprivately-held companies qualifies him to serve as the Chairman of our Board of Directors.Directors and provides our Board with particular technology-related knowledge and the perspective of a knowledgeable corporate leader. We believe that we are best served through this existing leadership structure, as Mr. Gahan’s relationship with our investment adviser will provide an effective bridge and encourageNovak encourages an open dialogue between management and our Board of Directors, ensuring that these groups act with a common purpose.purpose with respect to the Company.

Our Board of Directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is Chairman of our Board of Directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors who are not “interested persons” of the Company, as defined in the 1940 Act (the “Independent Directors”), in executive session without the presence of interested directors and management, the establishment of an Audit Committee, Valuation Committee, Nominating and Corporate Governance Committee, and Compensation CommitteesCommittee, all of which are comprised solely of independent directorsIndependent Directors, and the appointment of a Chief Compliance Officer, with whom the independent directorsIndependent Directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

We recognize that different board leadership structures are appropriate for companies in different situations. We re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.

Board’s Role Inin Risk Oversight

Our Board of Directors performs its risk oversight function primarily through (i) its four standing committees, which report to the entire Board of Directors and are comprised solely of Non-interestedIndependent Directors, and (ii) active monitoring of our Chief Compliance Officer and our compliance policies and procedures.

Audit Committee

The Audit Committee operates pursuant to a charter approved by our Board, copy of Directors.which is available on our website at www.oxfordsquarecapital.com. The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include recommending the selection of our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approvingpre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings, and receiving the audit reports covering our financial statements. The Audit Committee is presently composed of three persons: Messrs. Osherow, Novak, and O’Brien and Ms. Pankopf,Stelljes, all of whom are considered independent under the rules promulgated by the NASDAQ Global Stock Market. After the closing of the Transaction, our Board of Directors may expand the membership on the Audit Committee. Our Board of Directors has determined that each of Mr. Novak and Mr. Stelljes is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-KS-K of the Securities

The Nominating and Corporate Governance Committee’s goal is to assemble a Board of Directors that brings to TICCOXSQ a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the members of the Nominating and Corporate Governance Committee may also consider such other factors as they may deem are in the best interests of TICCOXSQ and its stockholders. The Nominating and Corporate Governance Committee also believes it appropriate for certain key members of our management to participate as members of the Board of Directors.

the closing of the Transaction, our Board of Directors may expand the membership on the Valuation Committee. Mr. NovakStelljes currently serves as Chairman of the Valuation Committee. The Valuation Committee met on four occasions during 2014.

Compensation Committee

The Compensation Committee operates pursuant to a charter approved by our boardBoard, a copy of directors.which is available on our website at www.oxfordsquarecapital.com. The charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee is responsible for annually reviewing and recommending for approval to our board of directorsBoard the Investment Advisory Agreement and the Administration Agreement. The Compensation Committee is also responsible for reviewing and approving the compensation of the Independent Directors, including the Chairman of the Board. In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directorsBoard regarding their compensation. Lastly, the Compensation Committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directorsBoard on our executive compensation practices and policies. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the Compensation Committee. The Compensation Committee is presently composed of three persons: Ms. Pankopf and Messrs. Novak, Osherow and O’Brien,Stelljes, all of whom are considered independent under the rules of the NASDAQ Global Select Market and are not “interested persons” of TICCOxford Square Capital Corp. as that term is defined in Section 2(a)(19) of the 1940 Act. After the closing of the Transaction, our Board of Directors may expand the membership on the Compensation Committee. Tonia PankopfMr. Novak serves as Chairman of the Compensation Committee. The Compensation Committee was established in 2014 and did not meet during 2014.

Communication with the Board of Directors

Stockholders with questions about TICC are encouraged to contact our Investor Relations Department. However, if stockholders believe that their questions have not been addressed, they may communicate with our Board of Directors by sending their communications to TICC Capital Corp., c/o Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. All stockholder communications received in this manner will be delivered to one or more members of our Board of Directors, as appropriate.

Code of Ethics

We have adopted a codeCode of ethicsBusiness Conduct and Ethics (“Code of Ethics) which applies to, among others, our senior officers, including our Chief Executive Officer and our Chief Financial Officer, as well as every officer, director and employee of TICC.OXSQ. Our codeCode of Ethics can be accessed via our website athttp://www.ticc.comwww.oxfordsquarecapital.com. We intend to disclose amendments to or waivers from a required provision of the codeCode of Ethics on Form 8-K.8-K. We intend to disclose any substantive amendments to, or waivers from, this Code of Ethics within four business days of the waiver or amendment through a posting on our website.

Compensation of Directors

TheEach independent directors receivedirector receives an annual fee of $75,000.$90,000. The Chairman of the Board receives an additional annual fee of $30,000 for his service as Chairman of the Board. In addition, the independent directors receive $2,000$4,000 plus reimbursement of reasonable out-of-pocketout-of-pocket expenses incurred in connection with attending each Board of Directors meeting, $1,500 plus reimbursement of reasonable out-of-pocketout-of-pocket expenses incurred in connection with attending each Valuation Committee meeting, $1,500 plus reimbursement of reasonable out of-pocketof-pocket expenses incurred in connection with attending each Audit Committee meeting, $1,000 plus reimbursement of reasonable out of-pocket-of-pocket expenses incurred in connection with attending each Nominating and Corporate Governance Committee meeting and $1,000 plus reimbursement of reasonable out of-pocket-of-pocket expenses incurred in connection with attending each Compensation Committee meeting. The Chairman of the Audit Committee also receives an additional annual fee of $7,500$10,000 for his service as chair of the Audit Committee. The Chairman of the Valuation Committee also receives an additional annual fee of $7,500 for his service as chair of the Valuation Committee. The Chairman of the Nominating and Corporate Governance Committee also receives an additional annual fee of $3,000$5,000 for his service as chair of the Nominating and Corporate Governance Committee. The Chairman of the Compensation Committee also receives an additional annual fee of $3,000$5,000 for herhis service as chair of the Compensation Committee. No compensation was paid to directors who are interested persons of TICCOXSQ as defined in the 1940 Act.

Compensation of Chief Executive Officer and Other Executive Officers

NoneThe following table sets forth compensation of our officers receive directdirectors for the year ended December 31, 2022.

____________

(1)      For a discussion of the independent directors’ compensation, from TICC. As a result, wesee above.

(2)      We do not engagemaintain a stock or option plan, non-equity incentive plan or pension plan for our directors.

Certain Relationships and Related Transactions

Pre-Transaction Relationships

The following is a summaryDuring 2022, the Audit Committee met with members of certain relationships and related transactions that exist prior to the closing of the Transaction.

We have entered into the Existing Investment Advisory Agreement with TICC Management. TICC Management is controlled by BDC Partners, its managing member. Charles M. Royce holds a minority, non-controlling interest in TICC Management. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. In addition, BDC Partners provides us with office facilities and administrative services pursuant to the Administration Agreement. Jonathan H. Cohen, our Chief Executive Officer, as well as a director, is the managing member of and controls BDC Partners. Saul B. Rosenthal, our President and Chief Operating Officer, is also the President and Chief Operating Officer of TICC Management and a member of BDC Partners.

Charles M. Royce, a directorsenior management and the non-executive Chairman of our Board of Directors, has a minority, non-controlling interest in TICC Management, but he does not take part inindependent registered public accounting firm to review the management or participate in the operations of TICC Management; however, Mr. Royce has agreed to make himself or certain other portfolio managers available to TICC Management to provide certain consulting services without compensation.

Further, Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management investment company that invests primarily in leveraged corporate loans, and its investment adviser, Oxford Lane Management. BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Bruce L. Rubin, the Chief Financial Officer and Secretary of TICC Management, BDC Partners and TICC, serves in the same capacities for Oxford Lane Capital Corp. and Oxford Lane Management.

BDC Partners has adopted a written policy with respect to the allocation of investment opportunities between us and Oxford Lane Capital Corp. in view of the potential conflicts of interest raisedcertifications provided by the relationships described above.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual basis.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer as well as allunder the Sarbanes-Oxley Act of our2002 (“Sarbanes-Oxley”), the rules and regulations of the SEC and the overall certification process. At these meetings, company officers directorsreviewed each of the Sarbanes-Oxley certification requirements concerning internal control over financial reporting and employees. Our Codeany fraud, whether or not material, involving management or other employees with a significant role in internal control over financial reporting.

Conclusion

Based on the Audit Committee’s discussion with management and the independent registered public accounting firm, the Audit Committee’s review of Ethics requires that all employeesthe audited financial statements, the representations of management and directors avoid any conflict, or the appearancereport of a conflict, between an individual’s personal interests and our interests. Pursuantthe independent registered public accounting firm to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee, of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Post-Transaction Relationships

The following is a summary of certain relationships and related transactionsthe Audit Committee recommended that may exist after the closing of the Transaction.

We will enter into the New Advisory Agreement with the Adviser upon the closing of the Transaction. The Adviser will be a subsidiary of BSP. In addition, an affiliate of BSP will provide us with office facilities and administrative services pursuant to the New Administration Agreement. Thomas J. Gahan, the incoming Chairman of the Board of Directors isinclude the Chief Executive Officer of BSP. Richard J. Byrne, our incoming Chief Executive Officer and President, isaudited financial statements in the President BSP.

Upon consummationAnnual Report of the Transaction, the Company will rely on BSP to assist in identifying investment opportunities and making investment recommendations to the Adviser. BSP, its affiliates (including Providence) and their respective members, partners, officers and employees will devote as much of their time to our activities as they deem necessary and appropriate. BSP and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with the Company and/or may involve substantial time and resources of BSP or the Adviser. Also, in connection with such business activities, BSP and its affiliates may have existing business relationships or access to material, non-public information that may prevent it from recommending investment opportunities that would otherwise fit within the Company’s investment objectives. All of these factors could be viewed as creating a conflict of interest in that the time and effort of the members of BSP, its affiliates and their officers and employees will not be devoted exclusively to the Company’s business but will be allocated between the Company and the management of the assets of other advisees of BSP and its affiliates.

BSP also acts as sub-advisor to Griffin-Benefit Street Partners BDC Corp., a business development company that is externally-managed by Griffin Capital BDC Advisor, LLC. Griffin-Benefit Street Partners BDC Corp. invests in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), as well as equity and equity related securities issued by private U.S. companies primarily in the middle market or public U.S. companies with market equity capitalization of less than $250 million. As of June 30, 2015, Griffin-Benefit Street Partners BDC Corp. had total assets of $4.77 million. The investment sub-advisory agreement between BSP and Griffin Capital BDC Advisor, LLC, the adviser to Griffin-Benefit Street Partners BDC Corp. provides that BSP will receive a portion of all management and incentive fees payable to the Griffin Capital BDC Advisor, LLC under the investment advisory agreement. On an annualized basis, BSP will be paid 50% of the fees payable to the Griffin Capital BDC Advisor, LLC.

Griffin Capital BDC Advisor, LLC is entitled to fees in two parts: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.0% of Griffin-Benefit Street Partners BDC Corp.’s gross assets, excluding cash and cash equivalents, and is payable quarterly in arrears. The incentive fee is based on Griffin-Benefit Street Partners BDC Corp.’s performance and consists of two parts. The first part, referred to as the incentive fee on income, is calculated and payable quarterly in arrears. The incentive fee on income equals 20% of the “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate equal to 1.75% per quarter, or 7.0% annually. The second part of the incentive fee, referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20% of Griffin-Benefit Street Partners BDC Corp.’s incentive fee on capital gains, which equals Griffin-Benefit Street Partners BDC Corp.’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees.

In June 2015, BSP and its affiliates, including Griffin-Benefit Street Partners BDC Corp. and Griffin Capital BDC Advisor, LLC, received co-investment relief from the SEC, which will allow the Company to co-invest with other BSP affiliated funds that have similar or overlapping investment objectives and strategies, including Griffin-Benefit Street Partners BDC Corp., in investment opportunities generated at BSP. BSP has developed an allocation policy regarding co-investment by affiliated funds in view of the potential conflicts of interest raised by the relationships described above.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual basis.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based solely upon review of Forms 3, 4 and 5 (and amendments thereto) furnished to the Company during or in respect of the year ended December 31, 20142022 for filing with the SEC. The Audit Committee also recommended the selection of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for the year ending December 31, 2023.

Respectfully Submitted,

The Audit Committee

Barry A. Osherow

Steven P. Novak
George Stelljes III

The material contained in the foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC, and written representations from certain reporting persons, we believe that the following directoris not to be incorporated by reference into any filing of the Company failed one time to file on a timely basis a report required by Section 16(a) ofunder the Exchange Act, duringwhether made before or after the year ended December 31, 2014: G. Peter O’Brien. We believe that all other Section 16(a) filing requirements applicable to our directors, executive officers,date hereof and 10.0% or greater shareholders were satisfied in a timely manner during the year ended December 31, 2014.

PROPOSAL III

ADJOURNMENT OF THE SPECIAL MEETING

The Company’s stockholders may be asked to consider and act upon one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favorirrespective of any general incorporation language in any such filing.

OTHER BUSINESS

The Board of Directors knows of no other business to be presented for action at the SpecialAnnual Meeting. If any matters do come before the SpecialAnnual Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the SpecialAnnual Meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the SpecialAnnual Meeting, unless certain securities law requirements are met.

AVAILABLE INFORMATION

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL REPORT AND THE MOST RECENT QUARTERLY REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, TO ANY STOCKHOLDER UPON REQUEST. REQUESTS SHOULD BE DIRECTED TO:Delivery of Proxy Materials

Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, New York

Banks and Brokerage Firms, Please Call: (212) 297-0720

It may be the case that only one copy of the 2023 Proxy Statement, the 2022 Annual Report, or Notice of Annual Meeting will be delivered to two or more stockholders of record of OXSQ who share an address, unless we have received contrary instructions from one or more of such stockholders. We will deliver promptly, upon request, a separate copy of any of these documents to stockholders of record of OXSQ at a shared address to which a single copy of such documents was delivered. Stockholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.com

Available Information

We are required to file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements, and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet sitea website that contains reports, proxy and information statements, and other information filed electronically by us with the SEC, which are available on the SEC’s website athttp://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549. This information will also be available free of charge by contacting us at TICCOxford Square Capital Corp., 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830 or by telephone at (203) 983-5275 or983-5275. Copies of our proxy statements, annual, quarterly, and periodic reports, and prospectuses are also available on our website athttp://www.ticc.comwww.oxfordsquarecapital.com.

SUBMISSION OF STOCKHOLDER PROPOSALS

PRIVACY NOTICE

We are committed to protecting your privacy. This privacy notice, which is required by federal law, explains privacy policies of TICC Capital Corp. and its affiliated companies. This notice supersedes any other privacy noticeso that you may have received from TICCbe represented at the Annual Meeting.