Exhibit 10.1


 


EXECUTION VERSION


 


INVESTMENT
ADVISORY AGREEMENT

BETWEEN GOLUB CAPITAL Investment corportation AND


GC ADVISORS
LLC


 


Investment Advisory Agreement
made this 31st day of December 2014 (this “Agreement”), by and between GOLUB CAPITAL INVESTMENT CORPORATION,
a Maryland corporation (the “Corporation”), and GC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).


 


WHEREAS, the Corporation
is a newly organized corporation that will operate as a closed-end, non-diversified management investment company;


 


WHEREAS, the Corporation
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 Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);
and


 


WHEREAS, the Corporation
desires to retain the Adviser to furnish investment advisory services to the Corporation on the terms and conditions hereinafter
set forth, and the Adviser wishes to be retained to provide such services.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the parties hereby agree as follows:


 


1.           Duties
of the Adviser.


 


(a)          The
Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment
of the assets of the Corporation, subject to the supervision of the board of directors of the Corporation (the “Board
of Directors”), for the period and upon the terms herein set forth, (i) in accordance with the investment objective,
policies and restrictions that are set forth in the registration statement on Form N-2 submitted or filed by the Corporation with
the Securities and Exchange Commission, as the same may be amended from time to time, (ii) in accordance with the Investment
Company Act, the Investment Advisers Act and all other applicable federal and state law and (iii) in accordance with the Corporation’s
charter and bylaws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions
of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes
therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments
made by the Corporation (including performing due diligence on prospective portfolio companies); (iii) execute, close, service
and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will
purchase, retain or sell; and (v) provide the Corporation with such other investment advisory, research and related services
as the Corporation may, from time to time, reasonably require for the investment of its funds. The Adviser shall have the power
and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution
and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale
transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing or to refinance
existing debt financing, the Adviser shall arrange for such financing on the Corporation’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 Corporation through
a subsidiary or special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary
or special purpose vehicle and to make such investments through such subsidiary or special purpose vehicle in accordance with the
Investment Company Act.


 




     


     


    

  


(b)          The
Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the amounts
of compensation provided herein.


 


(c)          Subject
to the requirements of the Investment Company Act, the Adviser is hereby authorized, but not required, to enter into one or more
sub-advisory agreements 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. Specifically,
the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment
objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition or
disposition of such investments and monitoring investments on behalf of the Corporation, subject in all cases to the oversight
of the Adviser and the Corporation. The Adviser, and not the Corporation, shall be responsible for any compensation payable to
any Sub-Adviser. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the Investment
Company Act, the Investment Advisers Act and other applicable federal and state law.


 


(d)          For
all purposes herein provided, the Adviser shall 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 Corporation in any way or otherwise be deemed an agent of
the Corporation.


 


(e)          The
Adviser shall keep and preserve, in the manner and for the period that would be applicable to investment companies registered under
the Investment Company Act, any books and records relevant to the provision of its investment advisory services to the Corporation,
shall specifically maintain all books and records with respect to the Corporation’s portfolio transactions and shall render
to the Board of Directors such periodic and special reports as the Board of Directors may reasonably request. The Adviser agrees
that all records that it maintains for the Corporation are the property of the Corporation and shall surrender promptly to the
Corporation any such records upon the Corporation’s request, provided that the Adviser may retain a copy of such records.


 





 




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2.           Corporation’s
Responsibilities and Expenses Payable by the Corporation. All investment professionals of the Adviser and their respective
staffs, when and to the extent engaged in providing investment advisory and management services hereunder, and the compensation
and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and
not by the Corporation. The Corporation shall bear all other costs and expenses of its operations and transactions, including
those relating to: (a) organization of the Corporation; (b) calculations of the net asset value of the Corporation,
including the cost and expenses of any independent valuation firm; (c) 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 Corporation and in monitoring the Corporation’s investments, performing due diligence on prospective portfolio companies
or otherwise relating to, or associated with, evaluating and making investments; (d) interest payable on debt, if any, incurred
by the Corporation to finance its investments and expenses related to unsuccessful portfolio acquisition efforts; (e) offerings
of the common stock and other securities of the Corporation, including any public offering of the common stock of the Corporation;
(f) investment advisory and management fees; (g) administration fees and expenses payable under the administration agreement
dated as of December 31, 2014 (as amended from time to time, the “Administration Agreement”), between the Corporation
and the Corporation’s administrator (the “Administrator”); (h) 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; (i) fees incurred by the Corporation in connection with the services of transfer
agents and dividend agents and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees; (k) all
costs of registration and listing the Corporation’s securities on any securities exchange; (l) U.S. federal, state
and local taxes; (m) independent Directors’ fees and expenses; (n) costs of preparing and filing reports or other
documents required by the Securities and Exchange Commission or other regulators; (o) costs of any reports, proxy statements
or other notices to stockholders, including printing costs; (p) costs associated with individual or group stockholders; (q)
costs associated with compliance with the Sarbanes-Oxley Act of 2002, as amended; (r) the Corporation’s allocable portion
of any fidelity bond, directors’ and officers’ errors and omissions liability insurance policies, and any other insurance
premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying,
secretarial and other staff, independent auditors and outside legal costs; (t) proxy voting expenses; (u) any and all
other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business,
including payments made under the Administration Agreement based upon the Corporation’s allocable portion (subject to the
review and approval of the Corporation’s independent directors) of the Administrator’s overhead in performing its
obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Corporation’s
chief compliance officer and chief financial officer and their respective staffs; and (v) any and all fees and expenses of the
Escrow Account and the Escrow Agent as described in Section 3(d).


 


3.           Compensation
of the Adviser. The Corporation agrees to pay, and the Adviser agrees to accept, as compensation for the investment advisory
and management services provided by the Adviser hereunder, a fee consisting of two components: a base management fee (the “Base
Management Fee”) and an incentive fee (the “Incentive Fee”), each as hereinafter set forth. The
Corporation shall make any payments due hereunder to the Adviser or to the Adviser’s designee as the Adviser may otherwise
direct. To the extent permitted by applicable law, the Adviser may elect, or adopt a deferred compensation plan pursuant to which
it may elect to defer all or a portion of its fees hereunder for a specified period of time. The Adviser may agree to temporarily
or permanently waive, in whole or in part, the Base Management Fee and/or the Incentive Fee.


 




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(a)          The
Base Management Fee shall be calculated at an annual rate equal to the lesser of (a) 1.50% or (b) the base management fee payable
to the Adviser pursuant to the Investment Advisory Agreement between the Adviser and Golub Capital BDC, Inc. in effect from time
to time, in each case, on the fair value of the average adjusted gross assets of the Corporation. As described below, average adjusted
gross assets of the Corporation for any period shall exclude cash and cash equivalents and include assets purchased by the Corporation
with borrowed funds. For services rendered under this Agreement, the Base Management Fee shall be payable quarterly in arrears.
The Base Management Fee shall be calculated based on the fair value of the average value of the gross assets of the Corporation
at the end of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual
number of days elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases
during a calendar quarter. The Base Management Fee for any partial month or quarter shall be appropriately pro-rated (based on
the number of days actually elapsed at the end of such partial month or quarter relative to the total number of days in such month
or quarter). For purposes of this Agreement, cash equivalents shall mean U.S. government securities and commercial paper instruments
maturing within 270 days of the date of purchase of such instrument by the Corporation. Notwithstanding anything herein to the
contrary, to the extent that the Adviser or an affiliate of the Adviser provides investment advisory, collateral management or
other similar services to a subsidiary of the Corporation, the Base Management Fee shall be reduced by an amount equal to the product
of (a) the total fees paid to the Adviser by such subsidiary for such services and (b) the percentage of such subsidiary’s
total equity that is owned, directly or indirectly, by the Corporation.


 


(b)          The
Incentive Fee shall be calculated and paid as set forth on Schedule A hereto, as such schedule may be amended from time to time.


 


(c)          As
set forth in Schedule A hereto, the Incentive Fee calculation shall include a limitation such that the Corporation can only pay
an Incentive Fee for any quarter to the Adviser if, after giving effect to such payment, the cumulative Incentives Fees paid to
the Adviser from the date on which the Corporation elected to be treated as a business development company through and the date
of such payment would be less than or equal to 20.0% of the Cumulative Pre-Incentive Net Income (as such term is defined in Schedule
A hereto) of the Corporation.


 


(d)          Prior
to an initial public offering (an “IPO”) of the shares of common stock of the Corporation or a listing of such
shares on a national securities exchange (a “listing”), one-third of each payment of the Incentive Fee shall
be deposited into an escrow account (the “Escrow Account”) to be administered by an escrow agent selected by
the Adviser with approval of the Board of Directors (the “Escrow Agent”) pursuant to the terms of that certain
escrow agreement between the Adviser, the Corporation and the Escrow Agent, dated as of the date hereof (the “Escrow Agreement”).
The Escrow Agreement shall provide that such amounts shall be held by the Escrow Agent until the earlier of (1) an IPO or listing
or (2) 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, at which time the Escrow Agent shall pay such funds to the Adviser. However, if
neither such event occurs prior to December 31, 2020, the Escrow Agreement shall provide that the Escrow Agent shall return any
funds in the Escrow Account to the Corporation for the benefit of shareholders of the Corporation.


 




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4.          Covenants
of the Adviser. The Adviser hereby covenants that it is registered as an investment adviser under the Investment Advisers Act.
The Adviser hereby agrees that its activities shall at all times be in compliance in all material respects with all applicable
federal and state laws governing its operations and investments.


 


5.          Excess
Brokerage Commissions. The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause
the Corporation 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
such transaction if the Adviser determines, in good faith and taking into account such factors as 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 the amount of such 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 Corporation’s portfolio, and constitutes the best net result
for the Corporation.


 


6.          Proxy
Voting. The Adviser shall be responsible for voting any proxies solicited by an issuer of securities held by the Corporation
in the best interest of the Corporation and in accordance with the Adviser’s proxy voting policies and procedures, as any
such proxy voting policies and procedures may be amended from time to time. The Corporation has been provided with a copy of the
Adviser’s proxy voting policies and procedures and has been informed as to how it can obtain further information from the
Adviser regarding proxy voting activities undertaken on behalf of the Corporation. The Adviser shall be responsible for reporting
the Corporation’s proxy voting activities, as required, through periodic filings on Form N-PX.


 


7.          Limitations
on the Employment of the Adviser. The services of the Adviser to the Corporation are not, and shall not be, exclusive. The
Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct
or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having
investment objectives similar to those of the Corporation; provided that its services to the Corporation hereunder are not impaired
thereby. Nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser
to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar
or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director
of, or providing consulting services to, one or more of the portfolio companies of the Corporation, subject at all times to applicable
law). So long as this Agreement or any extension, renewal or amendment hereof remains in effect, the Adviser shall be the only
investment adviser for the Corporation, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser
assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors,
officers, employees and stockholders of the Corporation are or may become interested in the Adviser and its affiliates, as directors,
officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees,
partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Corporation
as stockholders or otherwise.


 




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Subject to any restrictions
prescribed by law, by the provisions of the Code of Ethics of the Corporation and the Adviser and by the Adviser’s Allocation
Policy, the Adviser and its members, officers, employees and agents shall be free from time to time to acquire, possess, manage
and dispose of securities or other investment assets for their own accounts, for the accounts of their family members, for the
account of any entity in which they have a beneficial interest or for the accounts of others for whom they may provide investment
advisory, brokerage or other services (collectively, “Managed Accounts”), in transactions that may or may not
correspond with transactions effected or positions held by the Corporation or to give advice and take action with respect to Managed
Accounts that differs from advice given to, or action taken on behalf of, the Corporation; provided that the Adviser allocates
investment opportunities to the Corporation, over a period of time on a fair and equitable basis compared to investment opportunities
extended to other Managed Accounts. The Adviser is not, and shall not be, obligated to initiate the purchase or sale for the Corporation
of any security that the Adviser and its members, officers, employees or agents may purchase or sell for its or their own accounts
or for the account of any other client if, in the opinion of the Adviser, such transaction or investment appears unsuitable or
undesirable for the Corporation. Moreover, it is understood that when the Adviser determines that it would be appropriate for the
Corporation and one or more Managed Accounts to participate in the same investment opportunity, the Adviser shall seek to execute
orders for the Corporation and for such Managed Account(s) on a basis that the Adviser considers to be fair and equitable
over time. In such situations, the Adviser may (but is not required to) place orders for the Corporation and each Managed
Account simultaneously or on an aggregated basis. If all such orders are not filled at the same price, the Adviser may cause the
Corporation and each Managed Account to pay or receive the average of the prices at which the orders were filled for the Corporation
and all relevant Managed Accounts on each applicable day. If all such orders cannot be fully executed under prevailing market conditions,
the Adviser may allocate the investment opportunities among participating accounts in a manner that the Adviser considers equitable,
taking into account, among other things, the size of each account, the size of the order placed for each account and any other
factors that the Adviser deems relevant.


 


8.          Responsibility
of Dual Directors, Officers and/or Employees. If any person who is a manager, partner, officer or employee of the Adviser or
the Administrator is or becomes a director, officer and/or employee of the Corporation and acts as such in any business of the
Corporation, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting
in such capacity solely for the Corporation and not as a manager, partner, officer and/or employee of the Adviser or the Administrator
or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.


 




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9.          Limitation
of Liability of the Adviser; Indemnification. The Adviser (and its officers, managers, partners, agents, employees, controlling
persons, members and any other person or entity affiliated with the Adviser, including without limitation the Administrator) shall
not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance
of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the
extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty
(as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and
the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling
persons, members and any other person or entity affiliated with the Adviser, including without limitation the Administrator, each
of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and
hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and
amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or
completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or
its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations
under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this
Paragraph 9 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 Corporation 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 duties or by reason of the reckless disregard of the Adviser’s
duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and
any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).


 


10.         Effectiveness,
Duration and Termination of Agreement. This Agreement shall become effective as of the date hereof. This Agreement shall continue
for a term of two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance
is specifically approved at least annually by (a) the vote of the Board of Directors or by the vote of a majority of the outstanding
voting securities of the Corporation and (b) the vote of a majority of the Corporation’s Directors who are not parties
to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company
Act) of any such party, in accordance with the requirements of the Investment Company Act. This Agreement may be terminated
at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding
voting securities of the Corporation or by the vote of the Corporation’s Directors or by the Adviser. This Agreement shall
automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of
the Investment Company Act). The provisions of Section 9 of this Agreement shall remain in full force and effect, and the Indemnified
Parties shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding
the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3
through the date of termination or expiration and Section 9 shall continue in force and effect and apply to the Adviser and its
representatives as and to the extent applicable.


 


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.


 


12.         Amendments.
This Agreement may be amended by mutual consent, but the consent of the Corporation must be obtained in conformity with the requirements
of the Investment Company Act.


 




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13.         Entire
Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements,
understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with
the laws of the State of New York and 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.         


 




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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
	 	 	 	 
	GC ADVISORS LLC	 	 	 
	 	 	 	 
	By:	/s/ David B. Golub	 	 	 
	 	Name:  David B. Golub	 	 	 
	 	Title:  President	 	 	 


 


[Signature page to Investment Advisory Agreement]


 




     


     


    

 


SCHEDULE
A



Calculation and Payment of Incentive Fee


 


The Income Incentive Fee
shall be calculated as provided below and payable (i) quarterly in arrears or (ii) in the event that this Agreement is terminated,
as of the termination date. The Capital Gain Incentive Fee shall be calculated as provided below and payable (i) in arrears
at the end of each calendar year or (ii) in the event that this Agreement is terminated, as of the termination date. The Subordinated
Liquidation Incentive Fee shall be calculated as provided below and payable as of the date of the liquidation of the Corporation.
The Adviser shall not be required to reimburse the Corporation for any part of an Incentive Fee it receives that was based on accrued
interest that the Corporation accrues but never actually receives.


 


Income and Capital Gain Incentive Fee
Calculation 


 


The income and capital
gain incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts: the
Income Incentive Fee component and the Capital Gain Incentive Fee component.


 


Income Incentive
Fee Component


 


The Income Incentive Fee
component is calculated quarterly in arrears based on the Pre-Incentive Fee Net Investment Income of the Corporation for the immediately
preceding calendar quarter.


 


Pre-Incentive Fee Net Investment
Income shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.  Once
calculated, 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 1.50% quarterly.  For
purposes of this calculation, net assets for any period shall be equal to total assets less indebtedness of the Corporation, before
taking into account any Incentive Fees payable during such period.  Pre-Incentive Fee Net Investment Income used to calculate
the income component of the Incentive Fee shall also be included in the amount of the total assets of the Corporation used to calculate
the Base Management Fee.  For purposes of this calculation, total assets of the Corporation shall exclude cash and cash
equivalents and shall include assets purchased with borrowed funds.


 


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 with respect to that portion
of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate until amounts payable to the Adviser pursuant
to the Income Incentive
Fee equal 20.0% 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



 




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		·	20.0% 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.



 


These calculations shall
be appropriately adjusted for any share issuances or repurchases during the quarter (based on the actual number of days elapsed
relative to the total number of days in such calendar quarter).


 


Capital Gain Incentive
Fee Component


 


The Capital Gain Incentive
Fee shall equal (a) 20.0% of the Capital Gain Incentive Fee Base of the Corporation (as defined below), 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. For purposes of this calculation, the Capital Gain Incentive Fee Base shall equal (1) the sum of (A) the realized
capital gains of the Corporation, if any, on a cumulative positive basis from the date of the Corporation’s election to be
treated as a business development company through the end of each calendar year, (B) all realized capital losses of the Corporation
on a cumulative basis and (C) all unrealized capital depreciation of the Corporation on a cumulative basis, less (2) unamortized
deferred financing costs of the Corporation as of the date of calculation, if and to the extent such costs exceed all unrealized
capital appreciation on a cumulative basis.


 


The cumulative aggregate
realized capital gains of the Corporation shall be calculated as the sum of the differences, if positive, between (a) the
net sales price of each investment in the Corporation’s portfolio when sold and (b) the accreted or amortized cost basis
of such investment. The cumulative aggregate realized capital losses of the Corporation shall be calculated as the sum of the amounts
by which (a) the net sales price of each investment in the Corporation’s portfolio when sold is less than (b) the
accreted or amortized cost basis of such investment. The aggregate unrealized capital depreciation of the Corporation shall be
calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Corporation’s
portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of
such investment.


 


Limitation on Incentive Fee 


 


Each Incentive Fee
payable on the Income and Capital Gain Incentive Fee Calculation shall be subject to a cap (the “Incentive Fee
Cap”). The Incentive Fee Cap in any quarter shall be equal to the difference between (a) 20.0% of Cumulative
Pre-Incentive Fee Net Income (as defined below) 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. To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no Income
Incentive Fee or Capital Gain Incentive Fee shall be payable in that quarter. “Cumulative Pre-Incentive Fee Net
Income” shall be equal to the sum of (a) Pre-Incentive Fee
Net Investment Income (as defined below) for each period since the effective date of the Corporation’s election to be
treated as a business development company and (b) cumulative aggregate realized capital gains, cumulative aggregate realized
capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since
the effective date of the Corporation’s election to be treated as a business development company. “Pre-Incentive Fee
Net Investment Income” means, with respect to any calendar quarter, interest income, dividend income and any other income
(including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Corporation
receives from portfolio companies but excluding fees for providing managerial assistance) accrued during such calendar quarter,
minus operating expenses for such calendar quarter (including the Base Management Fee, taxes, any expenses payable under this Agreement
and the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding
the Income Incentive Fee, if any, and the Capital Gain Incentive Fee, if any). Pre-Incentive Fee Net Investment Income includes,
in the case of investments with a deferred interest feature such as market discount, debt instruments with payment-in-kind (“PIK”) interest,
preferred stock with PIK dividends and zero coupon securities, accrued income that the Corporation has not yet received in cash.


 




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If, for any relevant period,
the Incentive Fee Cap calculation results in an amount payable to the Adviser that is less than the amount of the Incentive Fee
calculated pursuant to the Income and Capital Gain Incentive Fee Calculation, then the difference between the Incentive Fee and
the Incentive Fee Cap will not be payable by the Corporation, and will not be received by the Adviser, as an Incentive Fee, either
at the end of such relevant period or at the end of any future period.


 


Subordinated Liquidation Incentive Fee


 


The Subordinated Liquidation
Incentive Fee shall equal 20.0% of the net proceeds from a liquidation of the Corporation in excess of Adjusted Capital (as defined
below); provided that the Advisor 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. For purposes of this calculation, “liquidation” will include any
merger of the Corporation with another entity or the acquisition of all or substantially all of its shares of capital stock in
a single or series of related transactions. “Adjusted Capital” means the net asset value of the Corporation
calculated immediately prior to liquidation in accordance with U.S. generally accepted accounting principles less unrealized capital
appreciation that would have been subject to the Capital Gain Incentive Fee had capital gain been recognized on the transfer of
such assets in the liquidation. In no event shall the amount payable under the Subordinated Liquidation Incentive Fee (together
with the aggregate amount of any previously paid Capital Gain Incentive Fees) exceed the maximum amount payable to the Adviser
under Section 205 of the Investment Advisers Act.


 


The Subordinated Liquidation
Incentive Fee shall not be subject to the Incentive Fee Cap.


 




    	 	A-3