EX-10.2 6 d816692dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Form Of

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Franklin BSP Real Estate Credit BDC, a Delaware statutory trust (the “Fund”), and Benefit Street Partners L.L.C., a Delaware limited liability company (the “Administrator”).

WITNESSETH:

WHEREAS, the Fund is a closed-end management investment company that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Fund 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 Fund and the Administrator hereby agree as follows:

1. Duties of the Administrator

(a) Appointment of Administrator. The Fund hereby appoints the Administrator to act as administrator of the Fund, 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 Trustees of the Fund (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such appointment 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 any such other persons providing services arranged for by the Administrator 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 Fund in any way or otherwise be deemed agents of the Fund.

(b) Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Fund. Without limiting the generality of the foregoing, the Administrator shall provide the Fund 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, 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 Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder 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 Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable or as requested by the Board; 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 Fund should purchase, retain or sell or any other investment advisory services to the Fund. The Administrator shall be responsible for the financial and other records that the Fund is required to maintain and shall prepare reports to shareholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”) or any other regulatory authority, including, but not limited to, current reports on Form 8-K, quarterly reports on Form 10-Q or annual reports on Form 10-K. If requested by the Fund, the Administrator will provide on the Fund’s behalf significant managerial assistance to those portfolio companies to which the Fund is required to provide such assistance. In addition, the Administrator will assist the Fund in determining and publishing the Fund’s net asset value, overseeing the preparation and filing of the Fund’s tax returns, and the printing and dissemination of reports to shareholders of the Fund, and generally overseeing the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others.

2. Records

The Administrator agrees to maintain and keep all books, accounts and other records of the Fund 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 that Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records that it maintains for the Fund shall at all times remain the property of the Fund, 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 Fund 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 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 of natural persons pursuant to Regulation S-P of the SEC, 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.

 

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4. Compensation, Allocation of Costs and Expenses

(a) In full consideration of the provision of the services of the Administrator, the Fund shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Fund or on the Administrator’s behalf.

(b) The Fund will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Fund’s investment adviser, Benefit Street Partners L.L.C. (in such capacity, the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [ ], 2024, by and between the Fund and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Fund include, but are not limited to, those relating to:

 

  (i)

organization expenses and offering expenses, including third-party due diligence fees related to an offering;

 

  (ii)

costs and expenses incurred in contracting with third parties on behalf of the Fund;

 

  (iii)

the actual cost of goods and services used by the Fund and obtained from non-affiliated persons;

 

  (iv)

administrative services expenses, including all costs and expenses incurred by the Adviser or its affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services; provided, however, that no reimbursement shall be made for costs of such employees of the Adviser or its affiliates to the extent that such employees perform services related to the acquisition of investments;

 

  (v)

expenses of organizing, amending, revising, converting, modifying or terminating the Fund or its declaration of trust or bylaws, or any of its subsidiaries;

 

  (vi)

expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Fund, news and quotation subscriptions, and market or industry research expenses;

 

  (vii)

the cost of calculating the Fund’s net asset value;

 

  (viii)

the cost of effecting sales and repurchases of shares of the Fund’s common stock and other securities;

 

  (ix)

management and incentive fees payable pursuant to this Agreement;

 

  (x)

expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person;

 

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  (xi)

fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms);

 

  (xii)

expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses;

 

  (xiii)

rating agency expenses;

 

  (xiv)

expenses of managing and operating investments owned by the Fund, whether payable to an affiliate of the Fund or a non-affiliated person;

 

  (xv)

distributions on the Fund’s shares;

 

  (xvi)

administration fees payable under this Agreement;

 

  (xvii)

the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;

 

  (xviii)

transfer agent and custodial fees;

 

  (xix)

fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events);

 

  (xx)

accounting, audit and tax preparation expenses;

 

  (xxi)

federal and state registration fees;

 

  (xxii)

any exchange listing fees;

 

  (xxiii)

federal, state, local, and other taxes;

 

  (xxiv)

costs and expenses incurred in relation to compliance with applicable laws and regulations and the operation and administration of the Fund generally;

 

  (xxv)

independent Trustees’ (as defined below) fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the Independent Trustees;

 

  (xxvi)

brokerage commissions;

 

  (xxvii)

costs of preparing government filings, including periodic and current reports with the SEC;

 

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  (xxviii)

 the Fund’s fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

 

  (xxix)

indemnification payments;

 

  (xxx)

expenses relating to the development and maintenance of the Fund’s website, if any, and other operations and technology costs;

 

  (xxxi)

direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and

 

  (xxxii)

all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business, including, but not limited to, payments under this Agreement based upon the Fund’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Fund’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Fund.

5. Limitation of Liability of the Administrator; Indemnification

The Administrator, its affiliates and their respective directors or trustees, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them including the Adviser, shall not be liable to the Fund 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 or otherwise as administrator for the Fund, and the Fund shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation, 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 Fund 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 Fund. Notwithstanding the preceding sentence of this Section 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 Fund 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 (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

 

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6. Activities of the Administrator

The services of the Administrator to the Fund are not to be deemed to be exclusive, and the Administrator and each other person providing services as arranged by the Administrator is free to render services to others. It is understood that trustees, officers, employees and shareholders of the Fund are or may become interested in the Administrator and its affiliates, as directors or trustees, officers, members, managers, employees, partners, shareholders or otherwise, and that the Administrator and directors or trustees, officers, members, managers, employees, partners and shareholders of the Administrator and its affiliates are or may become similarly interested in the Fund as officers, directors or trustees, shareholders or otherwise.

7. Duration and Termination of this Agreement

(a) This Agreement shall remain in force with respect to the Fund for two years from the date of effectiveness and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board and (ii) a majority of the members of the Board who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”).

(b) This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Administrator, upon 60 days’ written notice to the other party.

(c) This Agreement may not be assigned by a party without the consent of the other party. The provisions of Section 3 and Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement.

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 the laws of the State of New York and the applicable provisions of the Investment Company Act. 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, 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.

 

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11. Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

12. Miscellaneous

The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

13. Counterparts

This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

 

FRANKLIN BSP REAL ESTATE CREDIT BDC
By:  

 

Name:   Jerome Baglien
Title:   Chief Financial Officer and Chief Operating Officer
BENEFIT STREET PARTNERS L.L.C.
By:  

 

Name:   Bryan Martoken
Title:   Chief Financial Officer

[Signature Page to Administration Agreement]