INTERIM INVESTMENT MANAGEMENT AGREEMENT
This Interim Investment Management Agreement (the Agreement), dated as of January 31, 2020, is between THL Credit, Inc., a Delaware corporation (the Corporation), and First Eagle Alternative Credit, LLC, formerly known as THL Credit Advisors LLC (the Advisor), a Delaware limited liability company.
WHEREAS, the Advisor has agreed to furnish investment advisory services to the Corporation, which has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Advisor entered into that certain Amended and Restated Investment Management Agreement dated June 14, 2019 with the Corporation (the Existing Agreement);
WHEREAS, effective as of the date of this Agreement, the Advisor became a subsidiary of First Eagle Investment Management, LLC (the Transaction), and the Transaction resulted in a change of control of the Advisor, causing an assignment and the automatic termination of the Existing Agreement under the 1940 Act;
WHEREAS, the new Investment Management Agreement (the New Agreement) between the Advisor and the Corporation, will be submitted to the Corporations stockholders for their approval but such approval has not yet been obtained as of the date of this Agreement; and
WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Advisor is willing to furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. In General. The Advisor agrees, all as more fully set forth herein, to act as investment advisor to the Corporation with respect to the investment of the Corporations assets and to supervise and arrange for the day-to-day operations of the Corporation and the purchase of assets for and the sale of assets held in the investment portfolio of the Corporation.
2. Duties and Obligations of the Advisor with Respect to Investment of Assets of the Corporation.
(a) Subject to the succeeding provisions of this paragraph and subject to the direction and control of the Corporations board of directors (the Board of Directors), the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of the Corporations assets and in connection therewith have complete discretion in purchasing and selling securities and other assets for the Corporation and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Corporation; (ii) supervise continuously the investment program of the Corporation and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 2(e) hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Corporation. Nothing contained herein shall be construed to restrict the Corporations right to hire its own employees or to contract for administrative services to be performed by third parties, including but not limited to, the calculation of the net asset value of the Corporations shares.