Exhibit 10.1


 


Execution
Version


 


INVESTMENT
ADVISORY AGREEMENT

BETWEEN

T Series Middle Market Loan Fund LLC

AND

MS CAPITAL PARTNERS ADVISER INC.


 


This Investment Advisory Agreement
(this “Agreement”) is made as of October 19, 2021, by and between T Series Middle Market Loan Fund LLC, a
Delaware limited liability company (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the
 “Adviser”).


 


WHEREAS, the Company is a
newly organized non-diversified, closed-end management investment company that has elected to be regulated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder,
the “1940 Act”);


 


WHEREAS, the Adviser is registered
as an investment adviser under the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the
 “Advisers Act”);


 


WHEREAS, the Company desires
to retain the Adviser to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter
set forth; and


 


WHEREAS, the Adviser is willing
to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Adviser hereby agree as follows:


 


Section
1.              Duties
of the Adviser.


 


(a)            Retention
of Adviser. The Company hereby appoints 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 in accordance with:


 


(i)            the
investment objective, policies and restrictions that are set forth in the Company’s Registration Statement on Form 10, filed
with the Securities and Exchange Commission (the “SEC”), as supplemented, amended or superseded from time to time,
and in the Company’s confidential private placement memorandum, as amended from time to time, or as may otherwise be set forth in
the Company’s reports filed in compliance with the Securities Exchange Act of 1934, as amended, as applicable;


 


(ii)            during
the term of this Agreement, all other applicable federal and state laws, rules and regulations, and the Company’s certificate
of formation and limited liability company agreement, as they may be amended from time to time (the “Organizational Documents”);


 






    


     


    

 


(iii)          such
investment policies, directives, regulatory restrictions as the Company may from time to time establish or issue and communicate to the
Adviser in writing; and


 


(iv)          the
Company’s compliance policies and procedures as applicable to the Adviser and as administered by the Company’s chief compliance
officer.


 


(b)            Responsibilities
of Adviser. 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 and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner
of implementing such changes;


 


(ii)           identify,
evaluate and negotiate the structure of the investments made by the Company;


 


(iii)          perform
due diligence on prospective portfolio companies;


 


(iv)          execute,
close, service and monitor the Company’s investments;


 


(v)           determine
the securities and other assets that the Company shall purchase, retain or sell;


 


(vi)          arrange
financings and borrowing facilities for the Company;


 


(vii)         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; and


 


(viii)            to
the extent permitted under the 1940 Act and the Advisers Act, on the Company’s behalf, and in coordination with any Sub-Adviser
(as defined below) and any administrator, provide significant managerial assistance to those portfolio companies to which the Company
is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things,
monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise
officers of portfolio companies and provide other organizational and financial consultation.


 


(c)            Power
and Authority. To facilitate the Adviser’s performance of these undertakings, but subject to the restrictions contained herein,
the Company hereby delegates to the Adviser (which power and authority may be delegated by the Adviser to one or more Sub-Advisers), and
the Adviser hereby accepts, the power and authority to act on behalf of and in the name of the Company to effectuate investment decisions
for the Company, including the negotiation, execution and delivery of all documents relating to the acquisition and disposition of the
Company’s investments, the placing of orders for other purchase or sale transactions on behalf of the Company or any entity in which
the Company has a direct or indirect ownership interest, including any interest rate, currency or other derivative instruments, and the
engagement of any services providers deemed necessary or appropriate by the Adviser to the exercise of such power and authority. In the
event that the Company determines to acquire debt or other financing (or to refinance existing debt or other financing), the Adviser shall
use commercially reasonable efforts to 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 or obtain financing 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 investments
or obtain financing through such special purpose vehicle in accordance with applicable law. The Company also grants to the Adviser power
and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems, in its sole discretion,
appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to open accounts and deposit,
maintain and withdraw funds of the Company or any of its subsidiaries in any bank, savings and loan association, brokerage firm or other
financial institution.


 






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(d)          Acceptance
of Appointment. The Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein
for the compensation provided herein, subject to the limitations contained herein. Unless and until it resigns or is removed as investment
adviser to the Company in accordance with this Agreement, the Adviser, to the extent of its powers as set forth in this Agreement, shall
be an agent of the Company for the purpose of the Company’s business, and action taken by the Adviser in accordance with such powers
shall bind the Company.


 


(e)          Sub-Advisers.
The Adviser is hereby authorized to enter into one or more sub-advisory agreements (each a “Sub-Advisory Agreement”)
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, subject to the oversight of the Adviser and/or
the Company, with the scope of such services and oversight to be set forth in each Sub-Advisory Agreement.


 


(i)            The
Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser; provided, however, that the Adviser
shall have the right to direct the Company to pay directly any Sub-Adviser the amounts due and payable to such Sub-Adviser from the fees
and expenses otherwise payable to the Adviser under this Agreement.


 


(ii)            Any
Sub-Advisory Agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and the Advisers Act,
including without limitation, the requirements of the 1940 Act relating to Board and Company unitholder approval thereunder, and other
applicable federal and state law.


 


(iii)            Any
Sub-Adviser shall be subject to the same fiduciary duties as are imposed on the Adviser pursuant to this Agreement, the 1940 Act and the
Advisers Act, as well as other applicable federal and state law.


 


(f)            Independent
Contractor Status. 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.


 






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(g)            Record
Retention. Subject to review by and the overall control of the Board, the Adviser shall maintain and keep all books, accounts and
other records of the Adviser that relate to activities performed by the Adviser hereunder as required under the 1940 Act and the Advisers
Act. The Adviser agrees that all records that it maintains and keeps for the Company shall at all times remain the property of the Company,
shall be readily accessible during normal business hours, and shall be promptly surrendered to the Company upon the termination of this
Agreement or otherwise on written request by the Company. The Adviser further agrees that the records that it maintains and keeps for
the Company shall be preserved in the manner and for the periods prescribed by the 1940 Act, unless any such records are earlier surrendered
as provided above. The Adviser shall have the right to retain copies, or originals where required by Rule 204-2 promulgated under
the Advisers Act, of such records to the extent required by applicable law. The Adviser shall maintain records of the locations where
books, accounts and records are maintained among the persons and entities providing services directly or indirectly to the Adviser or
the Company.


 


Section 2.              Expenses
Payable by the Company.


 


(a)            Adviser
Personnel. All investment personnel of the Adviser, when and to the extent engaged in providing investment advisory services and managerial
assistance 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.


 






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(b)            Company’s
Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company,
either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment
transactions, including costs and expenses relating to: the Company’s initial organizational costs and operating costs incurred
prior to the filing of its election to be regulated as a BDC; the costs associated with any offerings of the Company’s common units
and any other securities offerings; 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, in evaluating, developing, negotiating, structuring and performing due diligence
on prospective portfolio companies, including any investments that are not ultimately made (including, without limitation, any reverse
termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not
ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the Company’s
rights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) 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 MS Private Credit Administrative Services LLC (in such capacity, the “Administrator”), dated as of
October 19, 2021 (the “Administration Agreement”) and any sub-administration agreements, including related expenses;
arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements; the allocated costs incurred
by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable
to third parties relating to, or associated with, sourcing, evaluating, making, holding, settling, clearing, monitoring, holding or disposing
of prospective or actual investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses
and quotation equipment and services used in making or holding investments; and dues and expenses incurred in connection with membership
in industry or trade organizations; distribution payment agent, transfer agent and custodial fees and expenses; costs of derivatives
and hedging; federal, state and local registration fees; any fees payable to rating agencies; U.S. federal, state and local taxes; costs
incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other
purposes; 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 1940 Act, the Sarbanes-Oxley Act of 2002, as amended, and applicable federal and
state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other
reporting and compliance costs, including 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 unitholders (including printing and mailing costs),
the costs of any unitholders’ meetings and the costs and expenses of 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; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant
to any agreement to provide indemnification entered into by the Company); direct fees and expenses associated with independent audits,
agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company in
connection with administering the Company’s business and reimbursing third-party expenses incurred by the Administrator in carrying
out its administrative services under the Administration Agreement, including, but not limited to, the fees and expenses associated with
performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of
Company expenses set forth in Section 4(b) of Administration Agreement, on the other, shall in no way be construed to limit
the responsibility of the Company for such expense under either agreement.


 


For avoidance of doubt, it is agreed and understood
that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth
herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been
paid by the Adviser or its affiliates on behalf of the Company.


 


(c)            Portfolio
Company’s Compensation. In certain circumstances the Adviser, any Sub-Adviser, or any of their respective Affiliates (as defined
below), may receive compensation from a portfolio company, in connection with the Company’s investment in such portfolio company.
Any compensation received by the Adviser, Sub-Adviser, or any of their respective Affiliates, attributable to the Company’s investment
in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by
the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the
SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its unitholders.


 






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Section 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. Any of the fees payable
to the Adviser under this Agreement for any partial calendar quarter shall be appropriately prorated based on the actual number of days
elapsed during such partial quarter as a fraction of the number of days in the relevant calendar year.


 


(a)            Base
Management Fee. The Base Management Fee is calculated at an annual rate of 0.5% of the Company’s average called capital commitments
at the end of the then-current quarter and the prior calendar quarter (and, in the case of the calendar quarter in which the Company commences
investment operations, called capital commitments as of such quarter-end). “Called capital commitments” is defined as the
aggregate purchase price paid to purchase common units of the Company by all unitholders pursuant to their respective subscription agreements
entered into with the Company to purchase such common units. For the avoidance of doubt, called capital commitments do not include assets
acquired through the use of leverage. The Base Management Fee is payable quarterly in arrears and no management fee will be charged on
committed but undrawn capital commitments, and the Base Management Fee for any partial quarter will be appropriately prorated.


 


(b)            Incentive
Fee. The Incentive Fee is divided into two parts: (1) an income incentive fee and (2) a capital gains incentive fee.


 


(i)            Income
Incentive Fee. The income incentive fee is earned on pre-incentive fee net investment income of the Company. For purposes of calculating
the income incentive fee, “pre-incentive fee net investment income” is defined as interest income, distribution income
and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee,
expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and
outstanding preferred units, but excluding (x) the Incentive Fee and (y) any realized capital gains, realized capital losses
or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income includes, in the case of investments with
a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities
as well as any PIK distribution income), accrued income that the Company has not yet received in cash. The Adviser is not obligated to
return to the Company the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash.


 


(1)          Pre-incentive
fee net investment income shall be compared to a “Hurdle Rate” of 1.5% per quarter (6.0% annualized). The Company shall
pay the Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:


 


(A)            no
incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s pre-incentive fee
net investment income does not exceed the Hurdle Rate;


 


(B)            100%
of 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 1.6393% in any calendar quarter (6.5572% annualized). This portion of the pre-incentive fee net
investment income (which exceeds the Hurdle Rate but is less than 1.6393%) is referred to as the “catch-up.” The “catch-up”
is meant to provide the Adviser with approximately 8.5% of the Company’s pre-incentive fee net investment income as if a Hurdle
Rate did not apply if pre-incentive fee net investment income exceeds 1.6393% in any calendar quarter; and


 






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(C)            8.5%
of the pre-incentive fee net investment income, if any, that exceeds 1.6393% in any calendar quarter (6.5572% annualized), which reflects
that once the Hurdle Rate is reached and the catch-up is achieved, 8.5% of all pre-incentive fee net investment income is paid to the
Adviser.


 


(ii)            Capital
Gains Incentive Fee. The Company shall pay the Adviser a capital gains incentive fee calculated and payable in arrears in cash as
of the end of each quarter or upon the termination of this Agreement in an amount equal to 8.5% of the Company’s realized capital
gains, if any, on a quarterly basis or for the period ending on the termination of this Agreement, as applicable, computed net of all
realized capital losses and unrealized capital depreciation as of the end of such quarter or upon termination of this Agreement, as applicable.
For the purpose of computing the incentive fee on capital gains, the calculation methodology will look through derivative financial instruments
or swaps as if the Company owned the reference assets directly.


 


(c)            Waiver
or Deferral of Fees.


 


The Adviser shall have the right
to elect to waive or defer all or a portion of the Base Management Fee and/or Incentive Fee that would otherwise be paid to it. Prior
to the payment of any fee to the Adviser, the Company shall obtain written instructions from the Adviser with respect to any waiver or
deferral of any portion of such fees. Any portion of a deferred fee payable to the Adviser and not paid over to the Adviser with respect
to any calendar quarter or year shall be deferred without interest and may be paid over in any such other quarter prior to the termination
of this Agreement, as the Adviser may determine upon written notice to the Company.


 


Section 4.          Covenant
of the Adviser.


 


The Adviser covenants that
it is registered as an investment adviser under the Advisers Act on the effective date of this Agreement, and shall maintain such registration
until the expiration or termination of this Agreement. 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, except to the extent that any such noncompliance
would not reasonably be expected to have a material adverse effect on the ability of the Adviser to fulfill its obligations under this
Agreement. The Adviser agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company pursuant to
Rule 17j-1 under the 1940 Act, as such code of ethics may be amended from time to time.


 


Section 5.          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
factors, including without limitation, 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 is consistent with the Adviser’s duty to seek the best execution on behalf of the Company. Notwithstanding the foregoing, with
regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups,
nor participate in any business arrangements which would circumvent this restriction.


 



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Section 6.          Other
Activities 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 or different from those of the Company, and nothing in this Agreement shall
limit or restrict the right of any officer, director, equityholder (and their equityholders or members, including the owners of their
equityholders or members), 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). The Adviser assumes no responsibility under this Agreement other than to render the services set forth herein.


 


During the term of this Agreement
and for a period of one year following any termination or nonrenewal of this Agreement for any reason, the Company shall not, directly
or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of or employ any partners, stockholders,
directors, trustees, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Adviser,
any Sub-Adviser or any of their respective Affiliates (collectively, “Adviser Persons”) or any person or entity who
was an Associate of an Adviser Person during the one-year period preceding such proposed solicitation or employment, or (b) induce,
persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship
between an Adviser Person and any Associate of such Adviser Person or any person or entity who was an Associate of such Adviser Person
during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference.
The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of
the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceable.


 


For purposes of this Agreement,
 “Affiliate” or “Affiliated” or any derivation thereof means with respect to any individual, corporation,
partnership, trust, joint venture, limited liability company or other entity or association (“Person”): (a) any
Person directly or indirectly owning, controlling, or holding, with the power to vote, 10% or more of the outstanding voting securities
of such other Person; (b) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled
or held, with the power to vote, by such other Person; (c) any Person directly or indirectly controlling, controlled by or under
common control with such other Person; (d) any executive officer, director, trustee or general partner of such other Person; or (e) any
legal entity for which such Person acts as an executive officer, director, trustee or general partner.


 






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


 


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


 


Section 8.          Indemnification.


 


Subject to Section 9,
the Adviser, any Sub-Adviser, each of their respective directors, trustees, officers, equityholders or members (and their equityholders
or members, including the owners of their equityholders or members), agents, employees, controlling persons (as determined under the 1940
Act (“Controlling Persons”)), any other person or entity Affiliated with the Adviser or Sub-Adviser (including each
of their respective directors, trustees, officers, equityholders or members (and their equityholders or members, including the owners
of their equityholders or members), agents, employees or Controlling Persons) and any other person or entity acting on behalf of, the
Adviser or Sub-Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”)
shall not be liable to the Company or any unitholder thereof for any action taken or omitted to be taken by the Adviser or any Sub-Adviser
in connection with the performance of any of their 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 1940 Act concerning loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties
(each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities,
costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises
and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim
or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) 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 Indemnified Parties’ duties or obligations under this Agreement, any Sub-Advisory Agreement, or otherwise as an investment
adviser of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification
would not be inconsistent with the Organizational Documents, the 1940 Act, the laws of the State of New York and other applicable law.


 






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Section 9.          Limitation
on Indemnification.


 


Notwithstanding anything in
Section 8 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against,
or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company or its security
holders to which the Indemnified Parties would otherwise be subject primarily attributable to the willful misfeasance, bad faith or gross
negligence in the performance of the Adviser’s or Sub-Adviser’s duties or by reason of the reckless disregard of the Adviser’s
or Sub-Adviser’s duties and obligations under this Agreement or any Sub-Advisory Agreement (to the extent applicable, as the same
shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).


 


In addition, notwithstanding
any of the foregoing to the contrary, the provisions of Section 8 and this Section 9 shall not be construed so as to provide
for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain
circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification
would be in violation of applicable law, but shall be construed so as to effectuate the provisions of Section 8 and this Section 9
to the fullest extent permitted by law.


 


Section 10.         Effectiveness,
Duration and Termination of Agreement.


 


(a)       Term
and Effectiveness. This Agreement shall become effective as of the first date written above.
Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year
periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board, or by the vote
of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in
accordance with the requirements of the 1940 Act, or as otherwise permitted under Section 15 of the 1940 Act.


 


(b)      Termination.
This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Company upon 60 days’ prior written
notice to the Adviser: (A) upon the vote of a majority of the outstanding voting securities of the Company (as “majority
of the outstanding voting securities” is defined in Section 2(a)(42) of the 1940 Act) or (B) by the vote of the Independent
Directors; or (ii) by the Adviser upon not less than 90 days’ prior written notice to the Company. This Agreement shall automatically
terminate in the event of its “assignment” (as such term is defined for purposes of construing Section 15(a)(4) of
the 1940 Act). The provisions of Sections 8 and 9 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 to it under Section 3 through the date of termination or
expiration and Sections 8 and 9 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent
applicable.


 


(c)      Duties
of Adviser Upon Termination. The Adviser shall promptly upon termination:


 


(i)            deliver
to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering
the period following the date of the last accounting furnished to the Board;


 






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(ii)            deliver
to the Board all assets and documents of the Company then in custody of the Adviser; and


 


(iii)            cooperate
with the Company to provide an orderly transition of services.


 


Section 11.          Notices.


 


Any notice under this Agreement
shall be given in writing, addressed and delivered, emailed or mailed, postage prepaid, to the other party at the address listed below
or at such other address for a party as shall be specified in a notice given in accordance with this Section.


 


Section 12.          Amendments.


 


This Agreement may be amended
by mutual written consent of the parties; provided that the consent of the Company is required to be obtained in conformity with the requirements
of the 1940 Act.


 


Section 13.          Severability.


 


If any provision of this Agreement
shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this
Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder
hereof.


 


Section 14.          Counterparts.


 


This Agreement may be executed
in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument
binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.


 


Section 15.          Governing
Law.


 


Notwithstanding the place
where this Agreement may be executed by any of the parties hereto and the provisions of Sections 8 and 9, this Agreement shall be construed
in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement
shall also be construed in accordance with the applicable provisions of the 1940 Act and the Advisers Act. In such case, to the extent
the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the 1940 Act or the Advisers
Act, the 1940 Act and the Advisers Act shall control.


 


Section 16.          Third
Party Beneficiaries.


 


Except for any Sub-Adviser
and any Indemnified Party, such Sub-Adviser and the Indemnified Parties each being an intended beneficiary of this Agreement, this Agreement
is for the sole benefit of the parties hereto and their permitted assigns and nothing herein express or implied shall give or be construed
to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.


 






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Section 17.          Entire
Agreement.


 


This Agreement contains the
entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter
hereof.


 


Section 18.          Insurance.


 


The Company shall acquire
and maintain a directors and officers liability insurance policy or similar insurance policy, which may name the Adviser and any Sub-Adviser
each as an additional insured party (each an “Additional Insured Party” and collectively the “Additional Insured
Parties”). Such insurance policy shall include reasonable coverage from a reputable insurer. The Company shall make all premium
payments required to maintain such policy in full force and effect; provided, however, each Additional Insured Party, if any, shall pay
to the Company, in advance of the due date of such premium, its allocated share of the premium. Irrespective of whether the Adviser and
any Sub-Adviser is a named Additional Insured Party on such policy, the Company shall provide the Adviser and any Sub-Adviser with written
notice upon receipt of any notice of: (a) any default under such policy; (b) any pending or threatened termination, cancellation
or non-renewal of such policy or (c) any coverage limitation or reduction with respect to such policy. The foregoing provisions of
this Section 18 notwithstanding, the Company shall not be required to acquire or maintain any insurance policy to the extent that
the same is not available upon commercially reasonable pricing terms or at all, as determined in good faith by the required majority (as
defined in Section 57(o) of the 1940 Act) of the Board.


 


(signature page follows)


 






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


 


	 	T Series Middle Market Loan Fund
    LLC 
	 	a Delaware limited liability company
	 	 
	 	1585 Broadway
	 	New York, NY 10036
	 	 
	 	By:	/s/ Orit Mizrachi
	 	Name:	Orit Mizrachi
	 	Title:	Chief Operating Officer and Secretary
	 	 
	 	MS CAPITAL PARTNERS ADVISER INC. 
	 	a Delaware corporation
	 	 
	 	1585 Broadway
	 	New York, NY 10036
	 	 
	 	By:	/s/ Ori Orit Mizrachi
	 	Name:	Orit Mizrachi
	 	Title:	Executive Director




 


[Signature Page to Investment Advisory Agreement]