Exhibit 10.1


 


INVESTMENT ADVISORY AGREEMENT


 


BETWEEN


 


GSV GROWTH CREDIT FUND INC.


 


AND


 


GSV GROWTH CREDIT LLC


 


This Investment Advisory
Agreement (the “Agreement”) is made this [ ] day of [April], 2016, by and between GSV GROWTH CREDIT
FUND INC., a Maryland corporation (the “Company”), and GSV GROWTH CREDIT 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 regulated 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 will be 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 premises and for other good and valuable consideration, the parties hereby 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 on Form 10 (File No. 000-55544) initially filed on February 12, 2016
(as the same shall be amended from time to time); (ii) in accordance with all other applicable federal and state laws, rules and
regulations, and the Company’s charter and bylaws as the same shall be amended from time to time; and (iii) in accordance
with the Investment Company Act. 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) execute, close and monitor the Company’s investments; (iv) determine the securities and other
assets that the Company will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi)
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 will 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 (in
accordance with the Investment Company Act).


 




     


     


    

 


(b) The Adviser hereby
accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided
herein.


 


(c) 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.


 


(d) 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, and the rules and regulations promulgated thereunder, 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 will surrender promptly to the Company
any such records upon the Company’s request, provided that the Adviser may retain a copy of such records.


 


		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, will be provided and
paid for by the Adviser and not by the Company. The Company will bear all other costs and expenses of its operations, administration
and transactions, including (without limitation) those relating to: organization and offering (in an amount up to the greater
of either $500,000 or 0.5% of Capital Commitments (as defined in Section 3(a) below), provided that, the amount of initial organizational
and offering expenses in excess of the greater of $500,000 or 0.5% of Capital Commitments, as applicable, shall be paid by the
Adviser); the Company’s pro-rata portion of fees and expenses related to a Spin-Off transaction (defined below in Section 3(b)(i)(C));
calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses
incurred by the Adviser payable to third parties, including agents, consultants or other advisers, in monitoring financial and
legal affairs for the Company and in providing administrative services, monitoring the Company’s investments and performing
due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s
investments; sales and purchases of the Company’s common stock and other securities; investment advisory and management
fees; administration fees, if any, payable under the administration agreement between the Company and the Company’s administrator,
GSV Credit Service Company, LLC (the “Administrator”), dated as of [April __ ], 2016 (the “Administration
Agreement”) (as the same shall be amended from time to time); fees payable to third parties, including agents, consultants
or other advisers, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal
and state registration fees; all costs of registration and listing the Company’s securities on any securities exchange;
federal, state and local taxes; fees and expenses 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 (the “Independent Directors”);
costs of preparing and filing reports or other documents required by the Securities and Exchange Commission (the “SEC”),
the Financial Industry Regulatory Authority or other regulators; costs of any reports, proxy statements or other notices to stockholders,
including printing costs; the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions
liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses
incurred by the Company or the Administrator in connection with administering the Company’s business, including payments
under the Administration Agreement between the Company and the Administrator, based upon the Company’s allocable portion
of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the
allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and their respective
staffs.


 




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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 cost of both the Base Management Fee and the Incentive Fee will ultimately be borne by the Company’s common
stockholders. 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 payable at the beginning of each calendar quarter and calculated at an annual rate of 2.0% of the Capital Commitments
as of the end of the most recently completed calendar quarter. For purposes of this Agreement, “Capital Commitments”
shall mean the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed
calendar quarter. The Base Management Fee shall be appropriately prorated for any partial month or quarter.


 


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


 


		(i)	(A) The first part (the “Income
                                         Incentive Fee”) shall be calculated and payable quarterly in arrears based
                                         on the Pre-Incentive Fee net investment income for the immediately preceding fiscal quarter.
                                         Payments based on Pre-Incentive Fee net investment income will be based on the Pre-Incentive
                                         Fee net investment income earned for the quarter. For this purpose, “Pre-Incentive
                                         Fee net investment income” means interest income, dividend income and any
                                         other income (including any other fees, such as commitment, origination, structuring,
                                         diligence, managerial and consulting fees or other fees that the Company receives from
                                         portfolio companies) accrued by the Company during the fiscal quarter, minus the Company’s
                                         operating expenses for the quarter (including the Base Management Fee, expenses payable
                                         under the Administration Agreement, and any interest expense and dividends paid on any
                                         issued and outstanding preferred stock, but excluding the Incentive Fee); provided
                                         however, that Pre-Incentive Fee net investment income shall be reduced by multiplying
                                         the Pre-Incentive Fee net investment income earned for the quarter by a fraction, the
                                         numerator of which is the Company’s total assets minus average daily borrowings
                                         for the immediately preceding fiscal quarter, and the denominator of which is the Company’s
                                         total assets for the immediately preceding fiscal quarter. Pre-Incentive Fee net investment
                                         income includes, in the case of investments with a deferred interest feature (such as
                                         original issue discount, debt instruments with pay in kind interest and zero coupon securities),
                                         accrued income the Company has not yet received in cash; provided, however, that the
                                         portion of the Incentive Fee attributable to deferred interest features shall be paid,
                                         only if and to the extent received in cash, and any accrual thereof shall be reversed
                                         if and to the extent such interest is reversed in connection with any write off or similar
                                         treatment of the investment giving rise to any deferred interest accrual, applied in
                                         each case in the order such interest was accrued. Such subsequent payments in respect
                                         of previously accrued income shall not reduce the amounts payable for any quarter pursuant
                                         to this Section 3(b)(i)(A). Pre-Incentive Fee net investment income does not include
                                         any realized capital gains, realized capital losses or unrealized capital appreciation
                                         or depreciation.



 




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(B) 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 liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 2.0%
per quarter (8.0% annualized). 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: (1) no Incentive Fee in any calendar quarter in which the Company’s
Pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) 100% 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 2.5% in any calendar quarter (10.0% annualized) (the portion of the Company’s Pre-Incentive
Fee net investment income that exceeds the hurdle but is less than 2.5% is referred to as the “catch-up”; the “catch-up”
is meant to provide the Adviser with 20.0% of the Company’s Pre-Incentive Fee net investment income as if a hurdle did not
apply if the Company’s Pre-Incentive Fee net investment income exceeds 2.5% in any calendar quarter); and (3) 20.0% of the
amount of the Company’s Pre-Incentive Fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0%
annualized) payable to the Adviser (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee net
investment income thereafter is allocated to the Adviser). These calculations shall be appropriately pro-rated for any period
of less than three months.


 


(C) The Income
Incentive Fee will be payable in connection with a Spin-Off transaction. The Income Incentive Fee will be calculated as of the
date of the completion of each Spin-Off transaction and will equal the amount of Income Incentive Fee that would be payable to
the Adviser if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred
portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all
of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders
and paid as Incentive Fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the
amount of the Income Incentive Fee; provided, however, that in no event shall the Income Incentive Fee paid in connection
with the completion of a Spin-Off transaction (a) include the portion of the Income Incentive Fee attributable to deferred interest
features of a particular investment that is not transferred pursuant to a Spin-Off transaction until such time as the deferred
interest is received in cash, or (b) exceed 20% of the Company’s Pre-Incentive Fee net investment income accrued by the
Company for the fiscal quarter as of the date of the completion of the Spin-Off transaction. The Company will make the payment
of the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction in cash on or immediately following
the date of the completion of a Spin-Off transaction. After a Spin-Off transaction, all calculations relating to the Incentive
Fee payable will be made beginning on the day immediately following the completion of the Spin-Off transaction without taking
into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto).
For purposes of this Agreement, a “Spin-Off transaction” includes a transaction whereby
the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s
common stock; (ii) exchange their shares of the Company’s common stock for shares of common stock in a newly formed
entity that will elect to be treated as a BDC under the Investment Company Act and a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended, and which may, among other things, seek to complete an initial public offering
of shares of its common stock; or (iii) exchange their shares of the Company’s common stock for interests of one or more
newly formed entities (“Liquidating Funds”) that will, among other things, seek to complete an orderly
wind down and/or liquidation of such Liquidating Fund.


 




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		(ii)	(A) 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 December 31,
                                         2016, and will equal 20.0% of the Company’s aggregate cumulative realized capital
                                         gains, if any, from the date of the Company’s election to be regulated as a BDC
                                         through the end of each calendar year, computed net of all aggregate cumulative realized
                                         capital losses and aggregate cumulative unrealized capital depreciation, less the aggregate
                                         amount of any previously paid capital gain Incentive Fees, with respect to each of the
                                         investments in the Company’s portfolio; provided that the Incentive Fee determined
                                         as of December 31, 2016 shall be calculated for a period of shorter than twelve calendar
                                         months to take into account any aggregate cumulative realized capital gains computed
                                         net of all aggregate cumulative realized capital losses and aggregate cumulative unrealized
                                         capital depreciation from the date of the Company’s election to be regulated as
                                         a BDC. For purposes of this Section 3(b)(ii), the Company’s “aggregate
                                         cumulative realized capital gains” will not include any unrealized appreciation.
                                         The Capital Gains Fee is not subject to any minimum return to stockholders. If such amount
                                         is negative, then no Capital Gains Fee will be payable for such year. In the event that
                                         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.



 


(B) The Capital Gains Fee will
be payable in respect of the exchanged shares of the Company’s common stock in connection with a Spin-Off transaction
and will be calculated as of the date of the completion of a Spin-Off transaction as if
such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee as described in clause (ii)(A)
above.


 


		4.	Covenants of the Adviser.



 


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


 




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		5.	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.


 


		6.	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 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.


 


		7.	Limitation of Liability of the Adviser;
                                         Indemnification.



 


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
its members and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified
Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable
attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties 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 of any of the Adviser’s duties or
obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence
of this Section 7 to the contrary, 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 criminal conduct, 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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		8.	Effectiveness, Duration and Termination
                                         of the Agreement.



 


(a) This Agreement shall
become effective as of the first date above written. The provisions of Section 7 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 8, the Adviser shall be
entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 7 shall continue in force
and effect and apply to the Adviser and its representatives as and to the extent applicable.


 


(b) The Agreement shall
continue in effect for two years from the date hereof and thereafter shall continue automatically for successive annual periods,
provided that such continuance is specifically approved at least annually by (A) the affirmative vote of a majority of the Board,
or by the affirmative vote of a majority of the outstanding voting securities of the Company, and (B) the affirmative vote of
a majority of the Company’s Independent Directors, 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 not more than 60 days’ written notice, by: (i) the affirmative
vote of a majority of the outstanding voting securities of the Company, (ii) the affirmative vote of a majority of the Board,
including a majority of the Independent Directors, or (iii) the Adviser.


 


(d) This Agreement will
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 7 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 7 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.


 


		9.	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.


 


		10.	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.


 


		11.	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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		12.	Miscellaneous.
                                         



 


The captions in this Agreement
are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure
to the benefit of the parties hereto and their respective successors.


 


		13.	Counterparts.



 


This Agreement may be
executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together,
shall constitute one Agreement.


 


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


 


	 	GSV GROWTH CREDIT FUND INC.
	 	 
	 	By:	 
	 	 	Name: R. David Spreng
	 	 	Title: President and Chief Executive Officer
	 	 
	 	GSV GROWTH CREDIT LLC
	 	 
	 	By:	 
	 	 	Name: R. David Spreng
	 	 	Title: Chief Executive Officer and Chief Investment Officer


 




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