Exhibit 10.1


 


INVESTMENT
ADVISORY AGREEMENT


BETWEEN


SL INVEsTMENT Corp.


AND


MS CAPITAL PARTNERS ADVISER INC.


 


This Investment Advisory
Agreement (this “Agreement”) is made as of September 24, 2020, by and between SL Investment Corp., a Delaware
corporation (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 intends to elect 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
or Form N-2, as applicable, 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amended or superseded from time to time, and in the Company’s confidential private placement memorandum, as amended from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 incorporation and bylaws, 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.


 






    - 2 - 


    


    

 


(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 stockholder 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.


 






    - 3 - 


    


    

 


(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, 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.


 






    - 4 - 


    


    

 


(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 organization costs and operating
costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any private offerings of
the Company’s common stock, preferred stock and other securities; calculating individual asset values and the Company’s
net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel
expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on
prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights;
the Base Management Fee (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 BDC Administrative
Services LLC (in such capacity, the “Administrator”), dated as of September 24, 2020 (the “Administration
Agreement”) and any sub-administration agreements, including related expenses; debt service and other costs of borrowings,
senior securities or other financing arrangements; the allocated costs incurred by the Adviser in providing managerial assistance
to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding
investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation
equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions
and other compensation payable to brokers or dealers; federal and state registration fees; any fees payable to rating agencies;
U.S. federal, state and local taxes; independent director fees and expenses; costs of preparing financial statements and maintaining
books and records, costs of preparing tax returns, costs of compliance with the Sarbanes-Oxley Act of 2002, as amended, and attestation
and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs,
including registration fees, and the compensation of professionals responsible for the preparation or review of the foregoing;
the costs of any reports, proxy statements or other notices to the Company’s stockholders (including printing and mailing
costs), the costs of any stockholders’ meetings and the costs and expenses of preparations for 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, including payments under the Administration
Agreement based upon the Company’s allocable portion of the compensation paid to the Company’s Chief Financial Officer
and Chief Compliance Officer 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 stockholders.


 






    - 5 - 


    


    

 


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”) 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 0.25% of the Company’s average Capital Under
Management (as defined below) at the end of the two most recently completed calendar quarters. “Capital Under Management”
is defined as the cumulative capital called, less cumulative distributions categorized as returned capital. For the avoidance of
doubt, Capital Under Management does not include capital acquired through the use of leverage, and returned capital does not include
distributions of the Company’s investment income (i.e., proceeds received in respect of interest payments, dividends or fees,
net of expenses) or net realized capital gains to investors.


 


(b)           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 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.


 






    - 6 - 


    


    

 


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, stockholder (and their stockholders or
members, including the owners of their stockholders 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.


 






    - 7 - 


    


    

 


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


 


If any person who is
a director, officer, stockholder or employee of the Adviser is or becomes a director, officer, stockholder and/or employee of the
Company and acts as such in any business of the Company, then such director, officer, stockholder 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, stockholder 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, stockholders or members (and their stockholders
or members, including the owners of their stockholders 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, stockholders or members (and their stockholders or members,
including the owners of their stockholders 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 stockholder 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.


 






    - 8 - 


    


    

 


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 60 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.


 






    - 9 - 


    


    

 


(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;


 


(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 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.


 






    - 10 - 


    


    

 


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.


 


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)


 






    - 11 - 


    


    

 


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


 


	 	SL
    INVESTMENT Corp.
	 	a Delaware corporation
	 	 
	 	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/ Orit
    Mizrachi
	 	Name:	Orit Mizrachi
	 	Title:	Executive Officer




 


[Signature Page to Investment Advisory Agreement]