Exhibit 10.1
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
GLADSTONE
INVESTMENT CORPORATION
AND
GLADSTONE MANAGEMENT CORPORATION
AGREEMENT made this 24 day of January 2025, by and between Gladstone Investment Corporation, a Delaware corporation (the
“Corporation”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).
WHEREAS, the Corporation is a closed-end management investment company that has elected
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 an investment adviser that has registered under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”);
WHEREAS, the Corporation has previously retained the Adviser to provide investment
advisory services with respect to the Corporation pursuant to that certain Investment Advisory and Management Agreement, dated June 22, 2005 (the “Prior Agreement”); and
WHEREAS, concurrent with the termination of the Prior Agreement, the Corporation desires to continue 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, 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 filings with the Securities and Exchange Commission, (ii) in accordance with the Investment Company Act and (iii) during the term of this Agreement in accordance with all other
applicable federal and state laws, rules and regulations, and the Corporation’s certificate of incorporation and by-laws. 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; (iii) close and monitor the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell;
(v) perform due diligence on prospective portfolio companies; and (vi) 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 discretion, 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, the Adviser will arrange for such financing on the
Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors. If it is necessary for the Adviser to make investments on behalf of the Corporation through a special purpose vehicle, the Adviser shall
have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.