Exhibit 10.1


 


INVESTMENT ADVISORY AGREEMENT


 


INVESTMENT ADVISORY AGREEMENT (“Agreement”),
dated as of [____], 2015, by and between Audax Credit BDC Inc., a Delaware corporation (the “Company”),
and Audax Management Company (NY), LLC, a Delaware limited liability company (the “Adviser”).


 


WHEREAS, the Company is a newly organized
closed-end management investment fund that intends to elect to be treated as a business development company (“BDC”)
under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and


 


WHEREAS, the Adviser is an investment adviser
that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and


 


WHEREAS, the Company desires to retain the
Adviser to furnish investment advisory services to the Company on the terms and conditions hereinafter set forth, and the Adviser
wishes to be retained to provide such services.


 


NOW, THEREFORE, in consideration of the
mutual agreements set forth herein, the parties agree as follows:


 


1.          Duties
of the Adviser.


 


(a)          The
Company hereby retains the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment
of the assets of the Company, subject to the supervision of the Board of Directors of the Company (the “Board”),
for the period and upon the terms herein set forth (i) in accordance with the investment objective, policies and restrictions that
are set forth in the Company’s registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on Form 10 initially filed by the Company with the Securities and Exchange Commission (“SEC”)
on [ __,] 2015 (as the same shall be amended from time to time); and (ii) in accordance with all other applicable federal
and state laws, rules and regulations, and the Company’s certificate of incorporation and bylaws as the same shall be amended
from time to time.


 


(b)          Without
limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i)
determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing
such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) monitor the Company’s
investments; (iv) determine the securities and other assets that the Company shall purchase, retain, or sell; (v) perform due diligence
on prospective portfolio companies; (vi) assist the Board with its valuation of the Company’s portfolio companies; (vii)
direct investment professionals of the Adviser to provide managerial assistance to portfolio companies of the Company as requested
by the Company, from time to time and (viii) provide the Company with such other investment advisory, research and related services
as the Company may, from time to time, reasonably require for the investment of its funds. Subject to the supervision of the Board,
the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company,
including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for
other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing,
the Adviser shall arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board.
If it is necessary for the Adviser to make investments on behalf of the Company through a special purpose vehicle, the Adviser
shall have authority to create, or arrange for the creation of, such special purpose vehicle and to make such investments through
such special purpose vehicle.


 




    	 



    	 



    

 


(c)          The
Adviser hereby accepts such retention as investment adviser and agrees during the term hereof to render the services described
herein for the compensation provided herein.


 


(d)          This
Agreement is intended to create, and creates, a contractual relationship for services to be rendered by the Investment Adviser
acting in the ordinary course of its business and is not intended to create, and does not create, a partnership, joint venture
or any like relationship among the parties hereto (or any other parties). The Adviser shall for all purposes herein provided be
deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for
or represent the Company in any way or otherwise be deemed an agent of the Company.


 


(e)          The
Adviser shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision
of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section
31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such
periodic and special reports as the Board may reasonably request. The Adviser agrees that all records that it maintains for the
Company are the property of the Company, and it shall surrender promptly to the Company any such records upon the Company’s
request, provided that the Adviser may retain a copy of such records.


 


(f)          Subject
to approval by the Board and the shareholders of the Company to the extent required under the Investment Company Act, the Adviser
is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”)
pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities
hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon
the Company’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging
or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to
the oversight of the Adviser and the Company. The Company shall be responsible for any compensation payable to any Sub-Adviser.
Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment Company Act
and other applicable federal and state law.


 




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2.          Company’s
Responsibilities and Expenses Payable by the Company.


 


All investment professionals of the Adviser,
and their respective staffs, when and to the extent engaged in providing investment advisory and management services hereunder,
and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for
by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations, administration and
transactions, including (without limitation) those relating to: the Company’s initial organization costs and operating costs
incurred prior to the filing of its election to be treated as a BDC; the costs associated with any offerings of the Company’s
securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any
third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its
investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing
the Company’s rights; the Base Management Fee and any Incentive Fees payable under this Agreement; certain costs and expenses
relating to distributions paid by the Company; administration fees payable under the administration agreement, by and between the
Company and Audax Management Company, LLC (the “Administrator”), dated as of the date hereof (the “Administration
Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings
or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio
companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; transfer
agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state
registration fees; U.S. federal, state and local taxes; independent director fees and expenses; costs of preparing financial statements
and maintaining books and records, costs of preparing tax returns, costs of compliance with the Sarbanes-Oxley Act of 2002, as
amended (“Sarbanes-Oxley”), and attestation and costs of filing reports or other documents with the SEC
(or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation
of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other
notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings
and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the
costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity
bond; any necessary insurance premiums; indemnification payments; direct fees and expenses associated with independent audits,
agency, consulting and legal costs; and all other expenses incurred by either the Administrator or the Company in connection with
administering its business, including payments under the Administration Agreement for administrative services that shall be based
upon the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its administrative
obligations under the Administration Agreement, including, but not limited to rent, the fees and expenses associated with performing
compliance functions, and the Company’s allocable portion of the costs of compensation paid to or distributions received
by its Chief Financial Officer, Chief Compliance Officer, any of their respective staff who provide services to the Company and
any internal audit staff, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control assessments.


 




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3.          Compensation
of the Adviser.


 


The Company agrees to pay, and the Adviser
agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base
Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. 
The Company shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise
direct. 


 


(a)          The
Base Management Fee shall be calculated at an annual rate of 1.00% of the value of the Company’s average gross assets including
cash and any temporary investments in cash-equivalents, including, U.S. government securities and other high-quality investment
grade debt investments that mature in 12 months or less from the date of investment. The Base
Management Fee shall be payable quarterly in arrears. The Base Management Fee shall be appropriately adjusted (based on the actual
number of days elapsed relative to the total number of days in such calendar quarter) for any issuances or repurchases during such
fiscal quarter and the Base Management Fees for any partial month or quarter shall be appropriately pro-rated.


 


(b)          The
Incentive Fee shall consist of two parts, as follows:


 


		(i)	One part will be calculated and payable quarterly in
arrears based on the Pre-Incentive Fee Net Investment Income for the preceding calendar quarter.  “Pre-Incentive
Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees (other
than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or
other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s
operating expenses accrued for the quarter (including the Base Management Fee, expenses payable under the Administration Agreement,
and any interest expense on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred
stock, but excluding the Incentive Fee).



 


Pre-Incentive Fee Net Investment Income
is determined in accordance with generally accepted accounting principles in the United States (without any adjustments), including,
in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind
interest and zero coupon securities), accrued income that the Company has not received in cash. Pre-Incentive Fee Net Investment
Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation
or depreciation.


 


Pre-Incentive Fee Net Investment Income,
expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness) at the
end of the immediately preceding calendar quarter, shall be compared to a “hurdle rate” of 1.0% per quarter (4.0% annualized)
(the “Hurdle Rate”).  The Company shall pay the Adviser an Incentive Fee with respect to the Company’s
Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:


 




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		(A)	No Incentive Fee in any calendar quarter in which the
Company’s Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Rate;



 


		(B)	100.0% of the Company’s Pre-Incentive Fee Net Investment
Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Rate but
is less than 1.1765% in any calendar quarter; and



 


		(C)	15.0% of the amount of the Company’s Pre-Incentive
Fee Net Investment Income, if any, that exceeds 1.1765% in any calendar quarter.



 


 These calculations shall be appropriately
pro rated for any period of less than three months and adjusted for any issuances or repurchases during the current quarter.


 


		(ii)	The second part of the Incentive Fee (the “Capital
Gains Fee”) shall be determined and payable in arrears as of the end of each calendar year (or upon termination
of this Agreement as set forth below), commencing with the calendar year ending on December 31, 2015, and is calculated at
the end of each applicable year by subtracting (1) the sum of the Company’s cumulative aggregate realized capital losses
and aggregate unrealized capital depreciation from (2) the Company’s cumulative aggregate realized capital gains, in
each case calculated from the date of effectiveness of the Company’s Form 10.  If such amount is positive at the end
of such year, then the Capital Gains Fee for such year is equal to 15.0% of such amount, less the aggregate amount of Capital
Gains Fees paid in all prior years.  If such amount is negative, then there is no Capital Gains Fee for such year. 
If this Agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though
it were a calendar year end for purposes of calculating and paying a Capital Gains Fee.



 


For purposes of this Section 3:


 


The cumulative aggregate realized capital
gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in
the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.


 


The cumulative aggregate realized capital
losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s
portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.


 




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The aggregate unrealized capital depreciation
is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s
portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.


 


The aggregate unrealized capital appreciation
is calculated as the sum of the differences, if positive, between (a) the valuation of each investment in the Company’s
portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.


 


Examples of Quarterly Incentive Fee Calculation


 


Example 1: Income Related Portion of Incentive Fee (*): 


 


Alternative 1  


Assumptions 


 


Investment income (including interest, dividends,
fees, etc.) = 1.0%


Hurdle rate(1) = 1.0%


Management fee(2) =.25%


Other expenses (legal, accounting, custodian, transfer
agent, etc.)(3) = 0.15%


Pre-incentive fee net investment income


(investment income –
(management fee + other expenses)) = 0.60%


Pre-incentive net investment income does not exceed
hurdle rate, therefore there is no incentive fee.


 


Alternative 2  


Assumptions 


 


Investment income (including interest, dividends,
fees, etc.) = 1.5%


Hurdle rate(1) = 1.0%


Management fee(2) = .25%


Other expenses (legal, accounting, custodian, transfer
agent, etc.)(3) = 0.15%


Pre-incentive fee net investment income


(investment income –
(management fee + other expenses)) = 1.1%, which exceeds the hurdle rate


 


Incentive fee = 15% × pre-incentive fee net
investment income, subject to the “catch-up”(4)


= 100% x (1.10%- 1.0%)


= 0.10%


 


Alternative 3 


Assumptions 


 


Investment
income (including interest, dividends, fees, etc.) = 2.0%


Hurdle rate(1)
= 1.0%


Management
fee(2) = .25%


Other expenses
(legal, accounting, custodian, transfer agent, etc.)(3) = 0.15%


Pre-incentive
fee net investment income


(investment
income – (management fee + other expenses)) = 1.60%


 


Incentive fee        =
15% × pre-incentive fee net investment income, subject to “catch-up”(4)


= 100% ×
“catch-up” + (15% × (pre-incentive fee net investment income –1.1765%))


 




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Catch-up              =
1.1765% – 1.0% = 0.1765%


 


Incentive fee
       = (100% × 0.1765%) + (15% × (1.60% –1.1765%))


= 0.1765% +
(15% × 0.4235%)


= 0.1765% +
0.063525%


= 0.24%


 





 









		(*)	The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.



		(1)	Represents 4.0% annualized hurdle rate.



		(2)	Represents 1% annualized management fee.



		(3)	Excludes organizational and offering expenses.



		(4)	The “catch-up” provision is intended to provide
our Adviser with an Incentive Fee of approximately 15.0% on all of our pre-incentive fee net investment income as if a hurdle
rate did not apply when our net investment income exceeds 1.1765% in any calendar quarter.



 


Example 2: Capital Gains Portion of Incentive Fee: 


 


Alternative 1 


Assumptions


 


		·	Year 1: $20 million investment made in Company A (“Investment A”), and $30 million
investment made in Company B (“Investment B”)



 


		·	Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment
B determined to be $32 million



 


		·	Year 3: FMV of Investment B determined to be $25 million



 


		·	Year 4: Investment B sold for $31 million



 


The capital gains portion of the Incentive Fee, if any, would
be:


 


		·	Year 1: None



 


		·	Year 2: $4.5 million capital gains incentive fee 



$30 million realized capital
gains on sale of Investment A multiplied by 15%


 


		·	Year 3: None



$3.75 million cumulative fee (15% multiplied by $25
million ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $4.5 million (previous capital
gains fee paid in Year 2)


 


		·	Year 4: $150,000 capital gains incentive fee



$4.65 million cumulative fee ($31 million cumulative
realized capital gains multiplied by 15%) less $4.5 million (previous capital gains fee paid in Year 2)


 


Alternative 2 


Assumptions 


 


		·	Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment
made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)



 




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		·	Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and
FMV of Investment C determined to be $25 million



 


		·	Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million



 


		·	Year 4: FMV of Investment B determined to be $35 million



 


		·	Year 5: Investment B sold for $20 million



 


The capital gains portion of the Incentive
Fee, if any, would be:


 


		·	Year 1: None



 


		·	Year 2: $3.75 million capital gains incentive fee



15% multiplied by $25 million
($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment
B)


 


		·	Year 3: $1,050,000 capital gains incentive fee 



$4.8 million cumulative fee (15% multiplied by $32
million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $3.75 million (previous
capital gains fee paid in Year 2)


 


		·	Year 4: None



 


		·	Year 5: None 



$3.75 million cumulative fee (15% multiplied by $25
million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $4.8 million (previous cumulative
capital gains fee paid in Year 2 and Year 3)


 


4.           Covenants
of the Adviser.


 


The Adviser covenants that it shall remain
registered as an investment adviser under the Advisers Act so long as the Company elects to be regulated as a BDC under the Investment
Company Act and maintains such election. The Adviser agrees that its activities shall at all times comply in all material respects
with all applicable federal and state laws governing its operations and investments.


 


5.           Excess
Brokerage Commissions.


 


The Adviser is hereby authorized, to the
fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker
or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of
such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking
into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty
of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that
such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member,
broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s
portfolio, and constitutes the best net results for the Company.


 




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6.           Limitations
on the Employment of the Adviser.


 


The services of the Adviser to the Company
are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including,
without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of
capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company
hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer
or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business,
whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving
as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable
law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment
adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility
under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees
and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees,
partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders,
members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or
otherwise.


 


7.           Responsibility
of Dual Directors, Officers and/or Employees.


 


If any person who is a manager, partner,
officer or employee of the Adviser or the Administrator is or becomes a manager, director, officer and/or employee of the Company
and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator
shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the
Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser
or the Administrator.


 




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8.           Limitation
of Liability of the Adviser; Indemnification.


 


(a)          The
Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated
with the Adviser, including, without limitation, its sole member) shall not be liable to the Company for any action taken or omitted
to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise
as an investment adviser of the Company (except to the extent specified in Section 36(b) of the Investment Company Act concerning
loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the
receipt of compensation for services), and the Company shall indemnify, defend and protect the Adviser (and its officers, managers,
partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser including,
without limitation, the Administrator, each of whom shall be deemed a third party beneficiary hereof) (each, individually, an “Indemnified
Party” and collectively, the “Indemnified Parties”) and hold each of them harmless from
and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid
in settlement) incurred by any of them in or by reason of any pending, threatened or completed action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise
based upon the performance in good faith of any of the Adviser’s duties or obligations under this Agreement or otherwise
as an investment adviser of the Company. The Company’s indemnification of the Indemnified Parties shall, to the extent not
in conflict with such insurance policy, be secondary to any and all payment to which any Indemnified Party is entitled from any
relevant insurance policy issued to or for the benefit of the Company and its affiliates or any Indemnified Party. The Company’s
indemnification of the Indemnified Parties shall also be secondary to any payment pursuant to any other indemnification obligation
of any other relevant entity or person, including under any insurance policy issued to or for the benefit of such other entity
or person, in all cases, to the extent not in conflict with the applicable other indemnification or insurance contract. In the
event of payment by the Company under this Agreement and pursuant to its indemnification obligations, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of any Indemnified Party, including the rights of the Indemnified
Parties under any insurance policies. 


 


(b)          For
any claims indemnified by the Company under Section 8(a) above, to the fullest extent permitted by law, the Company shall promptly
pay expenses (including legal fees and expenses) incurred by any Indemnified Party in appearing at, participating in or defending
any action, suit, claim, demand or proceeding in advance of the final disposition of such action, suit, claim, demand or proceeding,
including appeals, within 30 days after receipt by the Company of a statement or statements from the Indemnified Party requesting
such advance or advances from time to time.  Each Indemnified Parties hereby undertakes to repay any amounts advanced on its
behalf (without interest) to the extent that it is ultimately determined that the Indemnified Party is not entitled under this
Agreement to be indemnified by the Company.  Such undertaking shall be unsecured and accepted without reference to the financial
ability of the Indemnified Parties to make repayment and without regard to the Indemnified Parties’ ultimate entitlement
to indemnification under the other provisions of this Agreement. No other form of undertaking shall be required of the Indemnified
Parties other than the execution of this Agreement. 


 


(c)          Notwithstanding
the above provisions of Section 8 of this Agreement, nothing contained herein shall protect or be deemed to protect the Indemnified
Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the
Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s
duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and
any interpretations or guidance by the SEC or its staff thereunder).


 




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9.           Effectiveness,
Duration and Termination of Agreement.


 


(a)          This
Agreement shall become effective as of the first date above written. The provisions of Section 8 of this Agreement shall remain
in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this
Agreement. Further, notwithstanding the termination or expiration of this Agreement as set forth in this Section 9, the Adviser
shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 8 shall continue
in force and effect and apply to the Adviser and its representatives as and to the extent applicable.


 


(b)          This
Agreement shall continue in effect for two years from the date of effectiveness of the Company’s Form 10 and thereafter shall
continue automatically for successive annual periods, provided that after the Company’s status as a BDC, such continuance
is specifically approved at least annually by the vote of a majority of the Company’s board of directors who are not parties
to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act)
of any such party, in accordance with the requirements of the Investment Company Act.


 


(c)          This
Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the Board or
by the Adviser.


 


(d)          This
Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section
15(a)(4) of the Investment Company Act).


 


(e)          The
provisions of Section 8 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits
thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement
as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and
Section 8 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.


 


10.          Notices.


 


Any notice under this Agreement shall be
given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.


 


11.          Amendments.


 


This Agreement may be amended by mutual
consent, but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act.


 


12.          Entire
Agreement; Governing Law.


 


This Agreement contains the entire agreement
of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.
This Agreement shall be construed in accordance with the laws of the State of New York and in accordance with the applicable provisions
of the Investment Company Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict
with the provisions of the Investment Company Act, the latter shall control.


 


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intentionally blank]


 




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


 


	 	AUDAX CREDIT BDC INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	AUDAX MANAGEMENT COMPANY (NY), LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investment Advisory Agreement]