Exhibit 10.1


 


Execution
Version


 


INVESTMENT
ADVISORY AGREEMENT


 


This Investment Advisory
Agreement (this “Agreement”) is made as of January 14, 2020, by and between Palmer Square Capital BDC Inc.,
a Maryland corporation (the “Company”), and Palmer Square BDC Advisor LLC, a Delaware limited liability company
(the “Adviser”).


 


WHEREAS, the Company
is a 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 on the terms and conditions hereinafter set
forth; and


 


WHEREAS, the Adviser
is willing to provide investment advisory services to the Company 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
of Directors”), for the period and upon the terms herein set forth and 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Form N-2 filed with the U.S. Securities and Exchange Commission (the “SEC”), as supplemented, amended or superseded
from time to time, including in the periodic reports filed by the Company under the Securities Exchange Act of 1934, as amended
(together with the rules promulgated thereunder, the “Exchange Act”);


 


(ii) the
1940 Act, the Advisers Act, and all other applicable federal and state laws;


 


(iii) the
Company’s articles of incorporation and bylaws, as amended from time to time; and


 


(iv) such
investment policies, directives, and restrictions as the Company may from time to time establish or issue and communicate to the
Adviser in writing.


 






     


     


    

 


(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; and


 


(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.


 


(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, and the Adviser hereby accepts, the power and authority to act on behalf of
the Company to effectuate investment decisions for the Company, including the negotiation, execution and delivery of all documents
relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the
Company. In the event that the Company determines to acquire debt or other financing (or to refinance existing debt or other financing),
the Adviser shall use commercially reasonable efforts to arrange for such financing on the Company’s behalf, subject to the
oversight and approval of the Board of Directors. If it is necessary for the Adviser to make investments or obtain financing on
behalf of the Company through a special purpose vehicle, the Adviser shall have the 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 the 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.


 


(d) Acceptance
of Appointment. The Adviser hereby accepts such appointment and agrees during the term hereof to render the services described
herein for the compensation provided herein, subject to the limitations contained herein.


 


(e) Sub-Advisers.
Subject to the requirements of the 1940 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 Company’s investment objective
and policies, and work, along with the Adviser, in structuring, negotiating, arranging or effecting the acquisition, retention
or disposition of such investments and monitoring investments on behalf of the Company, subject in all cases to the oversight of
the Adviser and the Company. The Adviser, and not the Company, 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 1940 Act, the Advisers
Act and other applicable federal and state law.


 






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(f) Independent
Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except
as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise
be deemed an agent of the Company.


 


(g) Record
Retention. Subject to review by and the overall control of the Board of Directors, the Adviser shall maintain and keep all
books, accounts and other records of the Adviser that relate to activities performed by the Adviser hereunder as required under
the 1940 Act and the Advisers Act, shall specifically maintain all books and records with respect to the Company’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 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, provided that the Adviser may retain copies of
such records.


 


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 the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for
by the Adviser and not by the Company.


 


(b) Company’s
Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company,
either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its
investment transactions, including costs and expenses relating to:


 


		(i)	initial organization costs incurred prior to the commencement of the Company’s operations;



 


		(ii)	operating costs incurred prior to the commencement of the Company’s operations;



 


		(iii)	costs of calculating the Company’s net asset value, including the cost and expenses of any
independent valuation firm;



 


		(iv)	fees and expenses payable to third parties relating to making investments, including the Adviser’s
or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence
and reviews of prospective investments;



 






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		(v)	interest expense and other costs associated with the Company’s indebtedness;



 


		(vi)	transfer agent and custodial fees;



 


		(vii)	out-of-pocket fees and expenses associated with marketing efforts;



 


		(viii)	federal and state registration fees and any stock exchange listing fees;



 


		(ix)	U.S. federal, state and local taxes;



 


		(x)	the fees and expenses of each member of the Board of Directors who is not an “interested
person” the Company and the Adviser (such members of the Board of Directors are collectively referred to herein as the “Independent
Directors”);



 


		(xi)	brokerage commissions and markups;



 


		(xii)	fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;



 


		(xiii)	direct costs, such as printing, mailing, long distance telephone and staff;



 


		(xiv)	fees and expenses associated with independent audits and outside legal costs;



 


		(xv)	costs associated with the Company’s reporting and compliance obligations under the Exchange
Act, the 1940 Act and other applicable U.S. federal and state securities laws; and



 


		(xvi)	all other expenses incurred by the Adviser in its capacity as the administrator or the Company
in connection with administering the Company’s business, including payments under the administration agreement (the “Administration
Agreement”) that will be based upon the Company’s allocable portion (subject to the review and approval of the
Board) of overhead, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and
chief financial officer and their respective staffs.



 


To the extent that
expenses borne by the Company are paid by the Adviser, or its affiliates, the Company will reimburse the Adviser for such expenses.


 






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(c) Portfolio
Company’s Compensation. In certain circumstances the Adviser or any of its respective affiliates may receive compensation
from a portfolio company, in connection with the Company’s investment in such portfolio company. Any compensation received
by the Adviser or any of its 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 or the Company by the SEC, shall be delivered promptly to the Company
and the Company will retain such excess compensation for the benefit of its shareholders.


 


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”) and an incentive fee (“Incentive 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.
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.


 


(a) Base
Management Fee. The Base Management Fee is calculated at an annual rate of 2.0% of the average of the weighted average (based
on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of each of the
two most recently completed calendar quarters. For the Company’s first quarter, the Base Management Fee is calculated based
on the weighted average of the Company’s total net assets as of such quarter-end. The Base Management Fee for any partial
quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in
such quarter.


 


(b) Incentive
Fee. The Adviser will not be entitled to an Incentive Fee prior to a Listing. “Listing” means, at the discretion
of the Board of Directors, the listing of the Company’s common stock on a national securities exchange or an initial public
offering of the Company’s common stock that results in an unaffiliated public float of at least the lower of (i) $75 million
and (ii) 15% of the aggregate capital commitments received prior to the date of such initial public offering. Following a Listing,
the Adviser will be entitled to an Incentive Fee based on the Company’s income. The Incentive Fee will be calculated and
payable quarterly in arrears following a Listing and will be based on the Company’s Adjusted Net Investment Income (as defined
below) for the immediately preceding calendar quarter during which this Agreement is in effect.


 


(i) For
purposes of calculating the Incentive Fee, the following terms shall have the following meaning:


 


A.
“Adjusted Net Investment Income” shall mean the Company’s “Pre-Incentive Fee Net Investment Income”
during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “Net
Realized Losses” over the then most recently completed and three preceding calendar quarters (or if shorter, the number of
calendar quarters that have occurred since the Listing) and (ii) the Company’s “Net Investment Income” over the
three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing). No adjustment
(downward or upward) will be made to “Pre-Incentive Fee Net Investment Income” if the difference between clause (i)
minus clause (ii) is zero or negative.


 






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B. “Pre-Incentive
Fee Net Investment Income” shall mean 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 Company receives from portfolio
companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses
for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense
and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). In addition, “Pre-Incentive Fee
Net Investment Income” shall include, in the case of investments with a deferred interest feature such as market discount,
original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest,
preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.


 


C. “Net
Realized Losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized
capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s
investments in such period.


 


D. “Net
Investment Income” in respect of the particular period means 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 Company receives
from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating
expenses for the particular (including the base management fee, the Incentive Fee, any expenses payable under the Administration
Agreement, and any interest expense and dividends paid on any outstanding preferred stock). Net investment income includes, in
the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred
stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.


 


(ii) Adjusted
Net Investment Income shall be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate”
of 1.50% per quarter (6.0% annualized) and (ii) the Company’s total net assets at the end of the immediately preceding
calendar quarter.


 


(iii) On
and after the occurrence of a Listing, the Company will pay the Adviser an Incentive Fee in each calendar quarter as follows:


 


		·	no Incentive Fee in any calendar quarter in which the Company’s Adjusted Net Investment Income does not exceed the Hurdle
Amount;



 






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		·	100% of the Company’s Adjusted Net Investment Income with respect to that portion of such Adjusted Net Investment Income,
if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined
on a quarterly basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar
quarter. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 12.5% on all of the Company’s Adjusted
Net Investment Income when the Company’s Adjusted Net Investment Income reaches the Catch-Up Amount in any calendar quarter;
and



 


		·	for any calendar quarter in which the Company’s Adjusted Net Investment Income exceeds the Catch-Up Amount, the Incentive
Fee shall equal 12.5% of the amount of the Company’s Adjusted Net Investment Income for the calendar quarter.



 


(iv) The
Incentive Fee amount or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full
calendar quarter.


 


Section 4. Covenant
of the Adviser.


 


The Adviser covenants
that it is or will be 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.


 


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.


 


Section 6. Proxy
Voting. 


 


The Adviser shall be
responsible for voting any proxies solicited by an issuer of securities held by the Company in the best interest of the Company
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 Company 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 Company.


 






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Section 7. Other
Activities of the Adviser.


 


The services of the
Adviser to the Company are not, and shall not be 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 manager, partner, officer, director, shareholder
(and their shareholders or members, including the owners of their shareholders or members), officer or employee of the Adviser
to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar
or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director
of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). The
Adviser assumes no responsibility under this Agreement other than to render the services set forth herein. 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 Company,
subject to the Adviser’s right to enter into sub-advisory agreements. It is understood that directors, officers, employees
and stockholders of the Company 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 Company as stockholders or
otherwise.


 


Section 8. Responsibility
of Dual Directors, Officers and/or Employees.


 


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


 


Section 9. Limitation
of Liability of the Adviser; Indemnification.


 


The Adviser (and its
managers, partners, officers, employees, agents, controlling persons, members and any other person or entity affiliated with the
Adviser) shall not be liable to the Company 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 Company, except to the extent
specified in Section 36(b) of the 1940 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 Company shall indemnify, defend and
protect the Adviser (and its managers, partners, officers, employees, agents, controlling persons, members and any other person
or entity affiliated with 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 Adviser’s duties or
obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of
this Section 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 Company or its
security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser’s 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 1940 Act and any interpretations or
guidance by the Securities and Exchange Commission or its staff thereunder). Notwithstanding anything contrary in this Agreement,
for so long as the Company is subject to the 1940 Act, the Company shall not advance an Indemnified Party any expenses to the extent
such advancement would violate the 1940 Act.


 






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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 of Directors, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a
majority of the Independent Directors, in accordance with the requirements of the 1940 Act.


 


(b) Termination.
This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Company upon 60 days’ prior
written notice to the Adviser: (A) upon the vote of a “majority of the outstanding voting securities” of the Company
(as 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 9 and 10 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 9 and 10 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent
applicable.


 


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.


 






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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.


 


Section 15. Governing
Law.


 


Notwithstanding the
place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the
laws of the State of Maryland. 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 Maryland 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.


 


(signature page follows)


 




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


 


	 	PALMER SQUARE CAPITAL BDC INC.
	 	1900 Shawnee Mission Parkway
	 	Suite 315
	 	Mission Woods, KS 66205
	 	 	 
	 	By:	/s/ Scott A Betz
	 	Name: 	Scott A. Betz
	 	Title:	Chief Compliance Officer
	 	 	 
	 	PALMER SQUARE BDC ADVISOR LLC
	 	1900 Shawnee Mission Parkway
	 	Suite 315
	 	Mission Woods, KS 66205
	 	 	 
	 	By:	/s/ Jeffrey D. Fox
	 	Name:	Jeffrey D. Fox
	 	Title:	Chief Financial Officer


 




 





[Signature Page to Investment Advisory
Agreement]