Exhibit 10.2


 


EXECUTION VERSION


 


ADMINISTRATION AGREEMENT


 


AGREEMENT (this “Agreement”)
made as of this 31st day of December, 2014, by and between Golub Capital Investment Corporation, a Maryland corporation (hereinafter
referred to as the “Company”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”).


 


WITNESSETH:


 


WHEREAS, the Company is
a newly formed closed-end non-diversified management investment company that has filed an election to be treated as a business
development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);


 


WHEREAS, the Company desires
to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth;
and


 


WHEREAS, the Administrator
is willing to provide administrative services to the Company on the terms and conditions hereafter 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 is hereby acknowledged, the Company and the Administrator hereby agree as follows:


 


		1.	Duties of the Administrator



 


(a) Employment of Administrator.
The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for others to furnish,
the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board
of Directors of the Company, for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby
accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the
obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such
others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or
authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.


 




     


     


    

 


(b) Services. The
Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation
of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities,
equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject
to review by the Board of Directors of the Company, shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories,
transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers
and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or
desirable. The Administrator shall make reports to the Directors of its performance of obligations hereunder and furnish advice
and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable;
provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice
or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment
advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is
required to maintain and shall prepare reports to stockholders, and reports and other materials filed with the Securities and Exchange
Commission (the “SEC”). The Administrator shall provide on the Company’s behalf significant managerial assistance
to those portfolio companies to which the Company is required to provide such assistance. In addition, the Administrator shall
assist the Company in determining and publishing the Company’s net asset value, oversee the preparation and filing of the
Company’s tax returns, and the printing and dissemination of reports to stockholders of the Company, and generally oversee
the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company
by others.


 


		2.	Records



 


The Administrator agrees
to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator
hereunder and, if required by the Investment Company Act, will maintain and keep such books, accounts and records in accordance
with that Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that
all records which it maintains 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 upon the termination of the Agreement or otherwise on written request.
The Administrator further agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the Investment
Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records
are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall
have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.


 


		3.	Confidentiality



 


The parties hereto agree
that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the
other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal
information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the purpose of rendering
services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any
third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is
publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that
is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.


 




     


     


    

 


		4.	Compensation; Allocation of Costs and Expenses



 


In full consideration of
the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred
by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant
managerial assistance to portfolio companies of the Company, the Administrator will be paid an additional amount based on the services
provided, which shall not exceed the amount the Company receives from the portfolio companies for providing this assistance.


 


The Company shall bear
all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Company’s
investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of December 31,
2014 by and between the Company and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Company
include, but are not limited to, those relating to: organization of the Company; calculations of the net asset value of the Company,
including the cost and expenses of any independent valuation firm; fees and expenses incurred by the Adviser and payable to third
parties, including agents, consultants or other advisors, in connection with monitoring the financial and legal affairs of the
Company and in monitoring the Company’s investments, performing due diligence on prospective portfolio companies or otherwise
relating to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred by the Company to
finance its investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the common stock and other
securities of the Company, including any public offering of the common stock of the Company; investment advisory and management
fees; administration fees and expenses payable under this Agreement as amended from time to time; fees payable to third parties,
including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including
costs associated with meeting potential financial sponsors; fees incurred by the Company in connection with the services of transfer
agents and dividend agents and custodial fees and expenses; U.S. federal and state registration and franchise fees; all costs of
registration and listing the Company’s securities on any securities exchange; U.S. federal, state and local taxes; independent
Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators;
costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual
or group stockholders; costs associated with compliance with the Sarbanes-Oxley Act of 2002, as amended, the Company’s allocable
portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, 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; proxy voting expenses; any and all other expenses incurred
by the Company or the Administrator in connection with administering the Company’s business, including payments made under
this Agreement based upon the Company’s allocable portion (subject to the review and approval of the Company’s independent
directors) of the Administrator’s overhead in performing its obligations under this 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; and
any and all fees and expenses of the escrow account and the escrow agent as described in the Advisory Agreement. To the extent
the Administrator outsources any of its functions, the Company shall pay the fees associated with such functions on a direct basis
without profit to the Administrator.


 




     


     


    

 


		5.	Limitation of Liability of the Administrator; Indemnification



 


The Administrator (and
its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with
the Administrator, including without limitation the Adviser) shall not be liable to the Company for any action taken or omitted
to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or
otherwise as administrator for the Company, and the Company shall indemnify, defend and protect the Administrator (and its officers,
managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator,
including without limitation the Adviser, 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 Administrator’s duties or obligations
under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Paragraph 5
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 willful misfeasance, bad faith or gross negligence in
the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties
and obligations under this Agreement (to the extent applicable, 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).


 


		6.	Activities of the Administrator



 


The services of the Administrator
to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others.
It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator
and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator
and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or
may become similarly interested in the Company as stockholders or otherwise.


 


		7.	Duration and Termination of this Agreement



 


This Agreement shall become
effective as of the date hereof, and shall remain in force with respect to the Company for two years thereafter, and thereafter
continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board
of Directors of the Company and (ii) a majority of those Directors who are not “interested persons” (as defined
in the Investment Company Act) party to this Agreement.


 




     


     


    

 


This Agreement may be terminated
at any time, without the payment of any penalty, by the Company or by the Administrator, upon 60 days’ written notice to
the other party. This Agreement may not be assigned by a party without the consent of the other party.


 


		8.	Amendments to this Agreement



 


This Agreement may be amended
pursuant to a written instrument by mutual consent of the parties.


 


		9.	Governing Law



 


This Agreement shall be
construed in accordance with laws of the State of New York and the applicable provisions of the Investment Company Act, if any.
To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, if any, the latter shall control.


 


		10.	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.


 


		11.	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.


 




     


     


    

 


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


 


	 	GOLUB CAPITAL INVESTMENT 

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


 


	GOLUB CAPITAL LLC	 
	 	 
	By:	/s/ David B. Golub	 
	 	Name:  David B. Golub	 
	 	Title:  Manager