ADMINISTRATION AGREEMENT
Exhibit
k
[Form of
Administration Agreement]
AGREEMENT
made as of September 9, 2010 by and between Oxford Lane Capital Corp., a
Maryland corporation (hereinafter referred to as the "Corporation"), and BDC
Partners, LLC, a Delaware limited liability company, (hereinafter referred to as
the "Administrator").
WITNESSETH:
WHEREAS,
the Corporation is a newly formed non-diversified closed-end management
investment company registered under the Investment Company Act of 1940
(hereinafter referred to as the "Investment Company Act");
WHEREAS,
the Corporation desires to retain the Administrator to provide administrative
services to the Corporation in the manner and on the terms hereinafter set
forth;
WHEREAS,
the Administrator is willing to provide administrative services to the
Corporation on the terms and conditions hereafter 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 is hereby acknowledged, the Corporation and the Administrator
hereby agree as follows:
1. Duties of the
Administrator
(a)
Employment of
Administrator. The Corporation hereby employs the Administrator to act as
administrator of the Corporation, and to furnish, or arrange for others to
furnish, the administrative services, personnel and facilities described below,
subject to review by and the overall control of the Board of Directors of the
Corporation, for the period and on the terms and conditions set forth in this
Agreement. The Administrator hereby accepts such employment and agrees during
such period to render, or arrange for the rendering of, such services and to
assume the obligations herein set forth subject to the reimbursement of costs
and expenses provided for below. The Administrator and such others shall for all
purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized herein, have no authority to act for
or represent the Corporation in any way or otherwise be deemed agents of the
Corporation.
(b)
Services. The
Administrator shall perform (or arrange for the performance of) the
administrative services necessary for the operation of the Corporation. Without
limiting the generality of the foregoing, the Administrator shall provide the
Corporation with office facilities, equipment, clerical, bookkeeping and record
keeping services at such facilities and such other services as the
Administrator, subject to review by the Board of Directors of the Corporation,
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement. The Administrator shall also, on behalf of the
Corporation, conduct relations with custodians, depositories, transfer agents,
dividend disbursing agents, other stockholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers,
banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Administrator shall make reports to the Directors of its
performance of obligations hereunder and furnish advice and recommendations with
respect to such other aspects of the business and affairs of the Corporation as
it shall determine to be desirable; provided that nothing herein shall be
construed to require the Administrator to, and the Administrator shall not,
provide any advice or recommendation relating to the securities and other assets
that the Corporation should purchase, retain or sell or any other investment
advisory services to the Corporation. The Administrator shall be responsible for
the financial and other records that the Corporation is required to maintain and
shall prepare reports to stockholders, and reports and other materials filed
with the Securities and Exchange Commission. In addition, the Administrator will
assist the Corporation in determining and publishing the Corporation's net asset
value, overseeing the preparation and filing of the Corporation's tax returns,
and the printing and dissemination of reports to stockholders of the
Corporation, and generally overseeing the payment of the Corporation's expenses
and the performance of administrative and professional services rendered to the
Corporation by others.
2. Records
The
Administrator agrees to maintain and keep all books, accounts and other records
of the Corporation that relate to activities performed by the Administrator
hereunder and, if required by the Investment Company Act, will maintain and keep
such books, accounts and records in accordance with the Investment Company Act.
In compliance with the requirements of Rule 31a-3 under the Investment Company
Act, the Administrator agrees that all records which it maintains for the
Corporation shall at all times remain the property of the Corporation, shall be
readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. The Administrator further agrees that all records which it maintains
for the Corporation pursuant to Rule 31a-1 under the Investment Company Act will
be preserved for the periods prescribed by Rule 31a-2 under the Investment
Company Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form. The Administrator
shall have the right to retain copies of such records subject to observance of
its confidentiality obligations under this Agreement.
3. Confidentiality
The
parties hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each party to the
other regarding its business and operations. All confidential information
provided by a party hereto, including nonpublic personal information pursuant to
Regulation S-P of the Securities and Exchange Commission, shall be used by any
other party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party, without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required to be disclosed by any
regulatory authority, any authority or legal counsel of the parties hereto, by
judicial or administrative process or otherwise by applicable law or
regulation.
4. Allocation of Costs and
Expenses
In
full consideration of the provision of the services of the Administrator, the
Corporation shall reimburse the Administrator for the costs and expenses
incurred by the Administrator in performing its obligations and providing
personnel and facilities hereunder. The Administrator shall not be entitled to
any additional compensation hereunder.
The
Corporation will bear all costs and expenses that are incurred in its operation
and transactions and not specifically assumed by the Corporation’s investment
adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement,
dated as of September 9, 2010 by and between the Corporation and the Adviser.
Costs and expenses to be borne by the Corporation include, but are not limited
to, those relating to: organization
and offering; calculating the Corporation’s net asset value; effecting sales and
repurchases of shares of the Corporation’s common stock and other securities;
investment advisory fees; fees and all other expenses payable to third parties
relating to, or associated with (i) making and/or investigating possible
investments and (ii) monitoring and/or protecting the Corporation’s interests in
existing investments; transfer agent and custodial fees; federal and state
registration fees; all costs of registration and listing the Corporation’s
shares on any securities exchange; federal, state and local taxes; independent
Directors’ fees and expenses; costs of proxy statements, stockholders’ reports
and notices; fidelity bond, directors and officers/errors and omissions
liability insurance, and any other insurance premiums; direct costs such as
printing, mailing, long distance telephone, staff, independent auditors and
outside legal costs; travel-related and other expenses for executive and
administrative staff in connection with activities for the benefit of the
Corporation; expenses for branding, marketing and advertising the Corporation;
office equipment and supplies and all other expenses incurred by the Corporation
or the Administrator in connection with administering the Corporation’s
business, including payments under this Agreement between the Corporation and
the Administrator based upon the Corporation’s allocable portion of the
Administrator’s overhead in performing its obligations under this Agreement,
including rent.
5. Limitation of Liability of
the Administrator; Indemnification
The
Administrator (and its officers, agents, employees, controlling persons,
members, manager and any other person or entity affiliated with the
Administrator) shall not be liable to the Corporation for any action taken or
omitted to be taken by the Administrator in connection with the performance of
any of its duties or obligations under this Agreement, and the Corporation shall
indemnify the Administrator (and its officers, agents, employees, controlling
persons, members, manager and any other person or entity affiliated with the
Administrator) (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 Administrator's
duties or obligations under this Agreement or otherwise as administrator for the
Corporation. Notwithstanding the preceding sentence of this Paragraph 5 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 Administrator's duties or by reason of the reckless disregard
of the Administrator's duties and obligations under this
Agreement.
6. Activities of the
Administrator
The
services of the Administrator to the Corporation are not to be deemed to be
exclusive, and the Administrator and each affiliate is free to render services
to others. It is understood that directors, officers, employees and stockholders
of the Corporation are or may become interested in the Administrator and its
affiliates, as officers, members, managers, employees, partners, stockholders or
otherwise, and that the Administrator and officers, members, managers and
employees of the Administrator and its affiliates are or may become similarly
interested in the Corporation as stockholders or otherwise.
7. Duration and Termination of
this Agreement
This
Agreement shall become effective as of the date hereof, and shall remain in
force with respect to the Corporation for two years thereafter, and thereafter
continue from year to year, but only so long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Corporation and
(ii) a majority of those Directors who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) of any such
party.
This
Agreement may be terminated at any time, without the payment of any penalty, by
vote of the Directors of the Corporation, or by the Administrator, upon 60 days'
written notice to the other party. This Agreement may not be assigned by a party
without the consent of the other party.
8. Amendments of this
Agreement
This
Agreement may be amended pursuant to a written instrument by mutual consent of
the parties.
9. Governing
Law
This
Agreement shall be construed in accordance with laws of the State of New York
and the applicable provisions of the Investment Company Act, if any. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, if any, the latter shall control.
10. 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.
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.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
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By:
________________________
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Name:
Xxxx Xxxxxxxxx
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Title:
President
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| BDC PARTNERS, LLC | |
| By: ________________________ | |
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Name:
Xxxxxxxx Xxxxx
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Title:
Managing Member
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