Exhibit 10.1


 


INVESTMENT
ADVISORY AGREEMENT

BETWEEN Golub Capital Direct Lending Corporation AND


GC
ADVISORS LLC


 


This Investment Advisory Agreement
(this “Agreement”) made effective as of this 1st day of July 2021 (the “Effective Date”), by and between
GOLUB CAPITAL DIRECT LENDING 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 regulated 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 Corporation’s private placement memorandum, registration statement or other filing submitted
or filed by the Corporation with the Securities and Exchange Commission, in each case 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.


 


(a)               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) organizational expenses of the Corporation;
(b) calculating 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
monitoring financial and legal affairs for 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, which
fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by the Adviser and
travel and lodging expenses; (d) interest payable on debt, if any, incurred by the Corporation to finance its investments and
expenses related to unsuccessful portfolio acquisition efforts; (e) private placements of securities of the Corporation;
(f) investment advisory and management fees; (g) administration fees and expenses payable under the administration
agreement dated as of July 1, 2021 (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 in
portfolio companies, including costs associated with meeting financial sponsors; (i) fees incurred by the Corporation for
transfer agent, dividend agent and custodial fees and expenses; (j) U.S. federal and state registration and franchise fees;
(k) U.S. federal, state and local taxes; (l) independent directors’ fees and expenses; (m) costs of preparing
and filing reports or other documents required by the Securities and Exchange Commission or other regulators; (n) costs of any
reports, proxy statements or other notices to stockholders, including printing costs; (o) costs associated with individual or
group stockholders; (p) costs associated with compliance with the Sarbanes-Oxley Act of 2002, as amended; (q) the
Corporation’s allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability
insurance policies, and any other insurance premiums; (r) direct costs and expenses of administration, including printing,
mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (s) proxy
voting expenses; and (t) 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.


 


(b)              
The Adviser hereby agrees to waive its right to reimbursement by the Corporation for any expenses the Adviser incurs on the Corporation’s
behalf in connection with the Corporation’s formation and the initial closing of the private placement of shares of the common stock
of the Corporation in excess of an aggregate amount of seven hundred thousand dollars ($700,000).


 


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 1.0% of 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)              
Until the first anniversary of the initial closing of the sale of private placement of shares of the common stock of the Corporation,
the Adviser hereby agrees to waive its right to the Base Management Fee, calculated in accordance with Section 3(a), in excess of an annual
rate equal to 0.50% of the fair value of the average adjusted gross assets of the Corporation.


 


(c)              
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.


 


(d)              
As set forth in Schedule A hereto, the Incentive Fee calculation shall include a limitation such that the Corporation can only
pay an Income Incentive Fee or Capital Gain Incentive Fee (as each such term is defined in Schedule A) for any quarter to the Adviser
if, after giving effect to such payment, the cumulative Income Incentive Fees and Capital Gains Incentive Fees paid to the Adviser from
the date on which the Corporation elected to be regulated as a business development company through the date of such payment would be
less than or equal to 10.0% of the Cumulative Pre-Incentive Net Income (as such term is defined in Schedule A hereto) of the Corporation.


 


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.


 






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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.


 


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.


 


[Remainder of Page Intentionally
Left Blank]


 






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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 DIRECT LENDING CORPORATION
	 	 
	 	By:	 
	 	 	Name: David B. Golub
	 	 	Title: President and Chief Executive Officer




 


	GC ADVISORS LLC
	 
	By:	 	 
	 	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 (the “Income Incentive Fee”) and the capital gain incentive fee component (the “Capital Gain
Incentive Fee”).


 


Income Incentive Fee



 


The Income Incentive Fee 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;



 


		•	100.0% 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 10.0% 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



 


		•	10.0% 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.



 






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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 


 


The Capital Gain Incentive
Fee shall equal (a) 10.0% 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, 2021, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. For purposes
of this calculation, the Capital Gain Incentive Fee Base for each calendar year shall equal (1) the sum of (A) the realized capital gains
of the Corporation, if any, on a cumulative positive basis, (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, in the case of each of clauses (A) –
(C), from the date of the Corporation’s election to be regulated as a business development company, 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 from the date of the Corporation’s election to be regulated as a business development company.


 


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 Income Incentive Fee
and Capital Gain Incentive Fee 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) 10.0% 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 regulated 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 regulated 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, in each case, since the effective date of the Corporation’s election to be regulated as a business
development company.


 






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“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.


 


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 10.0% of the net proceeds from an Accelerated Liquidity Event in excess of Adjusted Capital (as defined below)
as calculated immediately prior to the closing of such transaction. An “Accelerated Liquidity Event” means a transaction
or a series of related transactions involving the sale of all or substantially all of either (a) the Corporation’s assets or (b)
shares of its common stock to, or other liquidity event with, an entity for consideration of cash and/or publicly listed securities of
the acquirer. Potential acquirers could include other business development companies and entities that are not business development companies,
in each case, that are advised by the Adviser or its affiliates. However, any Accelerated Liquidity Event must provide stockholders of
the Corporation with the option to receive consideration per share consisting of cash in an amount that is not less than the net asset
value per share of the Corporation held by such investor. For the avoidance of doubt, an Accelerated Liquidity Event does not include
an initial public offering or listing on a national securities exchange of the shares of the Corporation. “Adjusted Capital”
means the net asset value of the Corporation calculated immediately prior to the Accelerated Liquidation Event 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 Accelerated Liquidity Event. 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.


 



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