Exhibit 10.14


 


EXECUTION VERSION


Golub Capital Investment Corporation


150 South Wacker Drive, Suite 800


Chicago, Illinois 60606


 


Re: Investment Advisory Agreement between
Golub Capital Investment Corporation and GC Advisors LLC


 


This waiver letter agreement (this “Waiver
Letter”) to the Investment Advisory Agreement, dated as of December 31, 2014 (the “Agreement”), by
and between Golub Capital Investment Corporation, a Maryland corporation (the “Corporation”), and GC Advisors
LLC, a Delaware limited liability company (the “Adviser”), is made this 31st day of December 2014.


 


The Adviser hereby agrees to waive any reimbursement
by the Corporation for any expenses the Adviser incurs on the Corporation’s behalf for organization of the Corporation and
registration and offering of shares of the common stock of the Corporation in an aggregate amount in excess of seven hundred thousand
dollars ($700,000).


 


Unless otherwise indicated, capitalized terms
shall have the meanings ascribed to them in the Agreement.


 


During the period from the date hereof through
the earlier of the date of the pricing of an IPO, a listing or a sale of all or substantially all of the Corporation’s assets
to, or other liquidity event with, an entity for consideration of publicly listed securities of the acquirer, the Adviser, hereby
agrees to waive any Base Management Fee or Incentive Fee to which it is entitled under the Agreement in excess of (i) in the case
of the Base Management Fee, the Base Management Fee, calculated in accordance with the Agreement, except at an annual rate equal
to 1.00% of the fair value of the average adjusted gross assets of the Corporation and (ii) in the case of any Incentive Fee, the
Incentive Fee calculated in accordance with the Agreement except as modified in Schedule A hereto.


 


Except as expressly amended hereby, the Agreement
remains in full force and effect.


 


No waiver of any provision of this Waiver Letter,
nor consent to any departure by either party therefrom, shall in any event be effective unless the same shall be in writing and
signed by a duly authorized officer of the party to be charged with the waiver or consent, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given.


 


This Waiver Letter and the Agreement contain
the entire agreement of the parties and supersede all prior agreements, understandings and arrangements with respect to the subject
matter hereof and thereof. This Waiver Letter shall be construed in accordance with the laws of the State of New York and 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.


 


This Waiver Letter may be executed in any number
of counterparts, any one of which need not contain the signatures of more than one party, but all of such counterparts together
shall constitute one agreement.


 


[Remainder of Page Intentionally Blank]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	GC ADVISORS LLC
	 	 
	 	By: 	/s/ David B. Golub
	 	Name:	David B. Golub
	 	Title:	President


 


ACKNOWLEDGED AND AGREED: 


 


GOLUB CAPITAL INVESTMENT CORPORATION


 


	By: 	/s/ David B. Golub	 
	Name:	David B. Golub	 
	Title:	President and Chief Executive Officer	 


 


[Signature page to Waiver Letter to Investment
Advisory Agreement]


 




     


     


    

 


SCHEDULE
A



Calculation of Incentive Fee


 


Income and Capital Gain Incentive Fee
Calculation


 





Income Incentive
Fee Component


 


Pre-Incentive Fee Net Investment
Income, expressed as a rate of return on the value of the net assets of the Corporation at the end of the immediately preceding
calendar quarter, shall be compared to a fixed “hurdle rate” of 1.5% quarterly. 


 


The Income Incentive Fee
component of the Income and Capital Gain Incentive Fee Calculation with respect to the Pre-Incentive Fee Net Investment Income
of the Corporation shall be calculated quarterly, in arrears, as follows:


 


		·	zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed
the hurdle rate;



 


		·	50.0% of the Pre-Incentive Fee Net Investment Income of the Corporation, if any, that exceeds the
hurdle rate until amounts payable to the Adviser pursuant to the Income Incentive Fee equal 15.0% of Pre-Incentive Fee Net Investment
Income as if a hurdle rate did not apply. This portion of the Pre-Incentive Fee Net Investment Income is referred to as the “catch-up”
provision; and



 


		·	15.0% of the amount of the Pre-Incentive Fee Net Investment Income of the Corporation, if any,
that exceeds the catch-up provision in any calendar quarter.



 


Capital Gain Incentive
Fee Component


 


The Capital Gain Incentive
Fee shall equal (a) 15.0% of the Capital Gain Incentive Fee Base of the Corporation, if any, calculated in arrears as
of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), commencing
with the year ending December 31, 2015, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees.


 


Limitation on Incentive Fee 


 


The Incentive Fee Cap in
any quarter shall be equal to the difference between (a) 15.0% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative
Income Incentive Fees and Capital Gain Incentive Fees paid to the Adviser by the Corporation since the effective date of the Corporation’s
election to be treated as a business development company.


 


Subordinated Liquidation Incentive Fee


 


The Subordinated Liquidation
Incentive Fee shall equal 10.0% of the net proceeds from a liquidation of the Company in excess of Adjusted Capital, as calculated
immediately prior to liquidation; provided that the Adviser shall not receive a Subordinated Liquidation Incentive Fee for any
liquidation that occurs more than six months after the date of an IPO or listing.