Corporate Capital Trust, Inc. SC TO-I/A


Exhibit 10.1


 



INVESTMENT ADVISORY
AGREEMENT

BETWEEN

CORPORATE CAPITAL TRUST, INC.

AND

KKR CREDIT ADVISORS (US) LLC


 


This Investment Advisory Agreement
(this “Agreement”) is made as of November 14, 2017, by and between CORPORATE CAPITAL TRUST, INC., a Maryland
corporation (the “Company”), and KKR CREDIT ADVISORS (US) LLC, a Delaware limited liability company corporation
(the “Adviser”).


 


WHEREAS, the Company is a non-diversified,
closed-end management investment company that has elected to be treated 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:


 


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
of Directors”), 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 filings
with the Securities and Exchange Commission (the “SEC”), as supplemented, amended or superseded from time to
time;



 


		(ii)	during the term of this Agreement, all other applicable federal and state laws, rules and regulations,
and the Company’s articles of incorporation, as amended from time to time (“Articles of Incorporation”);



 


		(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 Company’s 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)	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



 


		(vii)	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 the Company to effectuate investment decisions for
the Company, including the negotiation, 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 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 of Directors.
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 investments 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.


 






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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.


 


(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 the requirements of the 1940 Act relating to Board of Directors and Company shareholder
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.


 


(g)          Record
Retention. Subject to review by and the overall control of the Board of Directors, 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.


 






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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.


 


(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:


 


		(i)	the making of investments, including third party fees and expenses with respect to or associated
with identifying, negotiating, evaluating, including due diligence, and investing in, portfolio companies and securities;



 


		(ii)	monitoring investments, including expenses and fees payable to third parties with respect to performance,
operational and legal review and compliance and investment oversight and reporting;



 


		(iii)	direct costs associated with managerial assistance provided or otherwise made available to the
Company’s portfolio companies;



 


		(iv)	valuing investments, including expenses and fees payable to third parties with respect to the valuation
of the Company’s investments;



 


		(v)	liquidating investments, including expenses and fees payable to third parties in connection with
identifying and evaluating purchasers, and negotiating and finalizing terms of liquidation; and



 


		(vi)	portfolio expenses, including expenses and fees associated with the holding of or investment in
the portfolio company or security.



 


(c)          Portfolio
Company’s Compensation. In certain circumstances the Adviser, any Sub-Adviser, or any of their respective Affiliates,
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 shareholders.


 






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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 management fee (“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 month or calendar quarter shall be appropriately prorated. The fees payable to
the Adviser as set forth in this Agreement shall be calculated using a detailed calculation policy and procedures approved by the
Adviser and the Board of Directors, including a majority of the Company’s directors who are not parties to this Agreement
or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party (“Independent
Directors”), and shall be consistent with the calculation of such fees as set forth in this Section.


 


(a)          Management
Fee. The Management Fee is calculated at an annual rate of 1.5% of the Company’s average gross assets, is payable monthly
in arrears and is calculated based on the simple average value of the Company’s gross assets at the end of the two most recently
completed calendar months. The determination of gross assets will reflect changes in the fair market value of portfolio investments
reflecting both realized and unrealized capital appreciation. For purposes of computing the Management Fee, cash and cash equivalents
are excluded from the definition of gross assets.


 


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


 


		(i)	The subordinated incentive fee on income is earned on pre-incentive fee net investment income and
shall be determined and payable in arrears as of the end of each calendar quarter during which this Agreement is in effect. In
the case of a liquidation or if this Agreement is terminated, the fee will also become payable as of the effective date of the
event. For purposes of calculating the subordinated incentive fee, (A) “pre-incentive fee net investment income”
is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses
for the quarter, including the Management Fee, expenses payable under the Administrative Services Agreement, dated as of the date
hereof (as it may be amended from time to time), any interest expense and dividends paid on any issued and outstanding preferred
stock, but excluding (x) the Incentive Fee and (y) any realized capital gains, realized capital losses or unrealized capital appreciation
or depreciation, (B) “cumulative net increase in net assets resulting from operations” is defined as the sum
of the pre-incentive fee net investment income, the Management Fees, realized gains and losses and unrealized appreciation and
depreciation for the look-back period, and (C) “look-back period” is defined as (x) through December 31, 2017,
the period which commences on January 1, 2017 and ends on the last day of the most recently completed quarter and (y) after December
31, 2017, the most recently completed quarter and the three preceding calendar quarters. The subordinated incentive fee on income
for each quarter will be calculated as follows:



 


–
no subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment
income does not exceed the preferred return rate to shareholders of 1.75% (7.00% annualized) (the “preferred return”)
of average net assets;


 






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–
100% of pre-incentive fee net investment income, if any, that exceeds the preferred return, but is less than or equal to 2.1875%
in any quarter (8.75% annualized), will be payable to the Adviser (the “catch up provision”), which is intended
to provide the Adviser with an incentive fee of 20% on all of the pre-incentive fee net investment income when the pre-incentive
fee net investment income reaches 2.1875% in any quarter (8.75% annualized) of average net assets; and


 


– for
any quarter in which pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized) of average net assets, the subordinated
incentive fee on income shall equal 20% of pre-incentive fee net investment income;


 


provided that no subordinated incentive
fee will be payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations over
the look-back period exceeds the cumulative incentive fees accrued and/or paid for the look-back period.


 


		(ii)	The incentive fee on capital gains will be earned on liquidated investments and shall be determined
and payable in arrears as of the end of each calendar year during which this Agreement is in effect. In the case of a liquidation,
or if this Agreement is terminated, the fee will also become payable as of the effective date of such event. The fee is equal to
20% of realized capital gains, less the aggregate amount of any previously paid incentive fee on such capital gains. The incentive
fee on capital gains is equal to realized capital gains on a cumulative basis from inception, computed net of all realized capital
losses and unrealized capital depreciation on a cumulative basis.



 


(c)          Waiver
or Deferral of Fees.


 


The Adviser shall have the
right to elect to waive or defer all or a portion of the 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 month, calendar quarter or year shall be deferred without interest and may be paid over in any such
other month prior to the termination of this Agreement, as the Adviser may determine upon written notice to the Company.


 






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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 as set forth in Section 10, 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. 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.


 


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 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.


 


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 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, shareholder (and their shareholders or members, including the owners of their
shareholders or members), 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). The Adviser assumes no responsibility under this Agreement other than to render
the services set forth herein.


 






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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, shareholders,
directors, 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.


 


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


 


If any person who is a director,
officer, shareholder or employee of the Adviser is or becomes a director, officer, shareholder and/or employee of the Company and
acts as such in any business of the Company, then such director, officer, shareholder 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, shareholder or employee of the Adviser or
under the control or direction of the Adviser, even if paid by the Adviser.


 


8.            Indemnification.


 


(a)           Indemnification.
Subject to Section 9, the Adviser, any Sub-Adviser, each of their directors, officers, shareholders or members (and their shareholders
or members, including the owners of their shareholders or members), agents, employees, controlling persons (as determined under
the 1940 Act (“Controlling Persons”)) and any other person or entity Affiliated with, or 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 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 settlement) (“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 Articles of Incorporation, the 1940
Act, the laws of the State of Maryland and other applicable law.


 






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(b)           The
Adviser shall indemnify the Company, and its Affiliates and Controlling Persons, for any Losses that the Company or its Affiliates
and Controlling Persons may sustain as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless
disregard of its duties hereunder or violation of applicable law, including the federal and state securities laws.


 


9.            Limitation
on Indemnification.


 


Notwithstanding Section 8(a)
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 by reason of 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.


 


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 of Directors, 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.


 


(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 Advisor upon: (A) the vote of a majority of the outstanding voting securities of the Company (as “majority”
is defined in Section 2(a)(42) of the 1940 Act) or (B) the vote of the Board of Directors or (ii) by the Adviser upon not less
than 120 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.


 






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


 


		(i)	deliver to the Board of Directors 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 of Directors;



 


		(ii)	deliver to the Board of Directors 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.



 


11.         Notices.


 


Any notice under this Agreement
shall be given in writing, addressed and delivered 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.


 


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.


 


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.


 


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.


 






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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 without giving effect to any conflicts of laws
principles thereof. 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.


 


16.         Third
Party Beneficiaries.


 


Except for any Sub-Adviser
(with respect to Sections 6 and 8) 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.


 


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.


 


18.         Survival.


 


The provisions of Sections
2(c), 8, 9, 10(b), 15, 16 and this Section 18 shall survive termination of this Agreement.


 


19.         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 19 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 of Directors.


 




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


 





	  	CORPORATE CAPITAL TRUST, INC.
	 	a Maryland corporation
	 	 	 
	 	555 California Street
	 	50th Floor
	 	San Francisco, California 94104
	 	 	 
	 	By:	/s/ Thomas N. Murphy
	 	Name:	Thomas N. Murphy
	 	Title:	Chief Financial Officer



  


	  	KKR Credit Advisors (US) LLC
	 	a Delaware limited liability company
	 	 	 
	 	555 California Street
	 	50th Floor
	 	San Francisco, California 94104
	 	 	 
	 	By:	/s/ Todd C. Builione
	 	Name:	Todd C. Builione
	 	Title:	President





 


[Signature
Page to Investment Advisory Agreement]