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 15th day of December, 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 of up to $1,000,000);
provided that the amount of initial organizational and offering expenses in excess of $1,000,000 shall be paid by the Adviser);
the Company’s pro-rata portion of fees and expenses related to a Spin-Off transaction (as defined below); calculating the
Company’s net asset value (including the cost and expenses of any independent valuation firm); fees and expenses payable
to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for
the Company and in providing administrative services, monitoring the Company’s investments and performing due diligence on
the Company’s prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
interest payable on debt, if any, incurred to finance the Company’s investments; sales and purchases of shares 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 December 15, 2016 (the “Administration Agreement”) (as the same shall be amended from time
to time); transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s
securities on any securities exchange; U.S. 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 or an affiliate thereof (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, the Adviser 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 on the first day of each calendar quarter and calculated
as follows, based on the average of the amount of Capital Commitments (as defined below) and assets purchased with borrowed funds
or other forms of leverage (collectively, the “Gross Assets”) during the preceding calendar quarter:



 


		(i)	Until the earlier of (A) the consummation of an initial public offering (“IPO”)
of the Public Fund (as defined below in connection with a Spin-Off transaction) and (B) the earliest date at which (1) all Capital
Commitments have been called for investments and/or expenses and (2) the Company holds not more than 10.0% of its total assets
in cash, the Base Management Fee shall be the lesser of (x) an amount equal to 0.4375% (1.75% annualized) of the average amount
of Gross Assets of the Company during the most recently completed calendar quarter and (y) the actual operating expenses incurred
by the Adviser during such calendar quarter.



 


		(ii)	Following the earlier of (A) consummation of an IPO of the Public Fund in connection with a Spin-Off
transaction and (B) the earliest date at which (1) all Capital Commitments have been called for investments and/or expenses and
(2) the Company holds not more than 10.0% of its total assets in cash, the Base Management Fee shall be an amount equal to 0.4375%
(1.75% annualized) of the average amount of Gross Assets of the Company during the most recently completed calendar quarter for
so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is
less than $500,000,000. If the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar
quarter is equal to or greater than $500,000,000, but less than $1,000,000,000, the Base Management Fee shall be an amount equal
to 0.40% (1.60% annualized) of the average amount of Gross Assets of the Company for the most recently completed calendar quarter.
If the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is equal to
or greater than $1,000,000,000, the Base Management Fee shall be an amount equal to 0.375% (1.50% annualized) of the average amount
of Gross Assets of the Company for 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 payable for the first partial quarter
in which the initial closing of the Company’s private placement of shares of its common stock occurs based on the aggregate
amount of Capital Commitments as of the initial closing of the private placement, and shall be appropriately prorated for any partial
month or quarter.


 






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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 (the “Public Fund”)
that will elect to be regulated as a BDC under the Investment Company Act and treated as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended, and will use its commercially reasonable best efforts to complete an IPO of
shares of its common stock not later than three years after the Company’s final closing of its private placement of shares
of its common stock, which closing will occur no later than December 31, 2017; or (iii) exchange their shares of the Company’s
common stock for interests of one or more newly formed entities (each, a “Liquidating Fund”) that will
each be organized as a limited liability company, and which will, among other things, seek to complete an orderly wind down and/or
liquidation of any such Liquidating Fund.


 


(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 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 Income 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 Income Incentive Fee with respect to the Company’s Pre-Incentive
Fee net investment income in each calendar quarter as follows: (1) no Income 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) 80% 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 2.667% in any calendar quarter (10.668% annualized) (the portion of the Company’s
Pre-Incentive Fee net investment income that exceeds the hurdle but is less than 2.667% 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 2.667% in any calendar quarter
(10.668% annualized)); and (3) 20.0% of the amount of the Company’s Pre-Incentive Fee net investment income, if any, that
exceeds 2.667% in any calendar quarter (10.668% 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);


 


provided
that, until the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that the
sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC
exceeds 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election
to be regulated as a BDC as of the end of the quarter, no Income Incentive Fee shall be payable for such quarter until the first
subsequent quarter in which the sum of the Company’s cumulative net realized losses since the date of the Company’s
election to be regulated as a BDC is less than 2.0% of the total non-control/non-affiliate investments made by the Company since
the date of the Company’s election to be regulated as a BDC as of the end of such subsequent quarter; provided, however,
that in no event shall any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of
such quarter; and


 


provided
further that, after the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that
the sum of the Company’s cumulative net realized losses for the previous four fiscal quarters or, if fewer than four fiscal
quarters have passed since such IPO, that number of fiscal quarters since such IPO (the “Look-Back Period”),
exceeds 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred
to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period, no Income Incentive Fee shall be payable
for such quarter until the first subsequent quarter in which the sum of the Company’s cumulative net realized losses for
the Look-Back Period is less than 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back
Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period; provided,
however, that in no event shall any Income Incentive Fee be payable for any prior quarter after the three-year anniversary
of the end of such quarter.


 






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(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 (x) 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 (y) 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 shall 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). 


 


		(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 the relevant calendar
year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through
the end of such year, less the aggregate amount of any previously paid Capital Gains Fee; provided, however, that
no Capital Gains Fee shall be paid to the Adviser for any calendar year in which the sum of the Company’s (1) Pre-Incentive
Fee net investment income and (2) realized gains less realized losses and unrealized capital depreciation from the date of the
Company’s election to be regulated as a BDC through the end of such calendar year, 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 such calendar year is less than 8.0%
until the first subsequent calendar quarter in which the sum of the Company’s (1) Pre-Incentive Fee net investment income
and (2) realized gains less realized losses and unrealized capital depreciation from the date of the Company’s election to
be regulated as a BDC through, and including, the end of such subsequent calendar quarter, 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 such calendar quarter is equal
to or exceeds 8.0%; provided, further, that in no event will any Capital Gains Fee be paid for any prior year after
the three-year anniversary of the end of such year. For purposes of this Section 3(b)(ii), the Company’s “aggregate
cumulative realized capital gains” will not include any unrealized appreciation. 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.



 






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(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.


 


		(c)	No Income Incentive Fee or Capital Gains Fee will be payable in connection with a Spin-Off transaction
unless, on the date of the completion of a Spin-Off transaction, the sum of the Company’s (i) Pre-Incentive Fee net investment
income and (ii) realized capital gains less realized capital losses and unrealized capital depreciation from the date of the Company’s
election to be regulated as a BDC through, and including, the date of the completion of such Spin-Off transaction, is greater than
8% of the cumulative net investments made by the Company since its election to be regulated as a BDC.



 


		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 maintains its election to
be regulated as a BDC under the Investment Company Act. The Adviser agrees that its activities shall at all times be in compliance
in all material respects with all applicable federal and state laws governing its operations and investments.


 


		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.


 






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		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).


 


		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.


 






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(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.


 


		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: President


 






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