SUB-ADMINISTRATION SERVICING AGREEMENT


 


THIS AGREEMENT is
made and entered into as of this 29th day of June, 2015, by and between TERRA INCOME ADVISORS, LLC,
a Delaware corporation (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited
liability company (“USBFS”).


 


WHEREAS, the Administrator serves as the administrator to
Terra Income Fund 6, Inc. (the “Company”), which is a closed-end management investment company that has elected to
be regulated as a business development company under the Investment Company Act of 1940 (the “1940 Act”);


 


WHEREAS, the Administrator
desires to retain USBFS to provide sub-administrative services to the Company in the manner and on the terms hereinafter set forth;
and


 


WHEREAS, USBFS is willing
to provide sub-administrative services to the Company on the terms and conditions hereafter set forth.


 


NOW, THEREFORE, in
consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


 


		1.	Engagement of USBFS as Sub-Administrator



 


The Administrator hereby engages
USBFS to act as sub-administrator of the Company on the terms and conditions set forth in this Agreement, and USBFS hereby accepts
such engagement and agrees to perform the services and duties set forth in this Agreement.


 


		2.	Services and Duties of USBFS



 


USBFS shall provide the following
fund administration services to the Company:


 


		A.	General Company Management:



 


		(1)	Act as liaison among all Company service providers, including,
but not limited to, custodians, transfer agents and dividend reinvestment plan administrators.



 


		(2)	Coordinate the Company’s Board of Directors’
(the “Board of Directors” or the “Directors”) communication:



		a.	Print reports for the Board of Directors based on financial and administrative data provided by
the Company.



		b.	Prepare and distribute to appropriate parties notices announcing declaration of dividends and other
distributions to shareholders.



 


		(3)	Audits:



		a.	Prepare appropriate schedules and assist independent
auditors.



		b.	Provide office facilities, if necessary, in connection
with such audits.



 






    	1



    	 



    

 


 


		(4)	Pay Company expenses upon written authorization from
the Company.



 


		(5)	Monitor arrangements under shareholder services or similar
plan.



 


		(6)	Monitor and communicate activity under share repurchase
or tender offer plans.



 


		B.	Compliance:



 


		(1)	Regulatory and Internal Revenue Service (the “IRS”)
Compliance:



		a.	Monitor compliance with the 1940 Act requirements applicable
to business development companies and the Company’s status as a regulated investment company under Subchapter M, including:



(i)Maintenance of books and
records under Rule 31a-3 as incorporated and/or modified by Section 64 of the 1940 Act.


(ii)IRC Section 851 - 90% Qualifying
income


(iii)IRC Section 851 –
Annual Distribution Requirement


(iv)IRC Section 851 - Company
Diversification


(v)Section 12(d)(1)(A) of the
1940 Act as incorporated and/or modified by Section 60 of the 1940 Act - Diversification Requirement


(vi)Section 55(a) of the 1940
Act - 70% Eligible Assets Requirment


(vii)Section 18 of the 1940
Act, as modified by Section 61 of the 1940 Act – 200% Asset Coverage Requirement


		b.	Maintain awareness of applicable regulatory and operational service issues.



 


		(2)	SEC Reporting:



		a.	Prepare financial statements for inclusion in Company reports and other documents, including Form
10-Q, Form 10-K and Form 8-K filings, as applicable.



		b.	Prepare and file fidelity bond under Rule 17g-1 of the 1940 Act.



		c.	Prepare and file reports and other documents required by U.S. stock exchanges on which the Company’s
shares are listed.



 


		C.	SEC Inspections:



 


		(1)	Assist in producing materials requested by the SEC.



 


		(2)	Maintain records of all materials produced as requested by the SEC.



 






    	2



    	 



    

 


		D.	Financial Reporting:



 


		(1)	Provide financial data for inclusion in the prospectus (the “Prospectus”) included
in the Company’s registration statements filed under the Securities Act of 1933.



 


		(2)	Supervise the maintenance of the Company’s general ledger and the preparation of the Company’s
financial statements, including oversight of expense payments, of the determination of net asset value of the Company’s shares,
and of the declaration and payment of dividends and other distributions to shareholders.



 


		(3)	Compute the total return and expense ratio of the Company and the Company’s portfolio turnover
rate.



 


		(4)	Prepare quarterly and annual financial statements, which include without limitation the following
items:



a.Schedule of Investments.


b.Consolidated Balance Sheet.


c.Statement of Operations.


d.Statement of Changes in
Net Assets.


e.Statement of Cash Flows.


f.Notes to the quarterly
and annual financial statements.


 


		(5)	Coordinate certification requirements pursuant to the
Sarbanes-Oxley Act of 2002 (the “SOX Act”).



 


		(6)	Compute Total return calculations for market and net asset value.



 


		(7)	Assist the Company’s Chief Executive Officer and
Principal Financial Officer in connection with establishing and maintaining internal control over financial reporting (as defined
in Rules 13a-15(f) and 15-d(f) under the Securities Exchange Act of 1934 (the “1934 Act”)) for the Company.



 


		E.	Tax Reporting:



 


		(1)	File Form 1099 Miscellaneous for payments to Directors and other service providers.



 


		(2)	Prepare tax schedules, which include without limitation the following items:



		a.	Fiscal Distribution Schedule (including recorded ROSCOP journal entry to general ledger).



		b.	Excise Distribution Schedule.



 






    	3



    	 



    

 


		3.	Compensation



 


USBFS shall be compensated for
providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit A hereto (as
amended from time to time). The Administrator shall cause the Company to pay all fees and reimbursable expenses within thirty (30)
calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Administrator
and/or the Company shall notify USBFS in writing within thirty (30) calendar days following receipt of each invoice if the Administrator
and/or the Company is disputing any amounts in good faith. The Administrator shall cause the Company to settle such disputed amounts
within ten (10) calendar days of the day on which the parties agree to the amount to be paid.


 


		4.	Representations and Warranties



 


		A.	The Administrator hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:



 


		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business
as now conducted, to enter into this Agreement and to perform its respective obligations hereunder;



 


		(2)	This Agreement has been duly authorized, executed and delivered by the Administrator in accordance with all requisite action
and constitutes a valid and legally binding obligation of the Administrator, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of
creditors and secured parties; and



 


		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and
federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule,
regulation, order or judgment binding on it and no provision of its organizational documents or any contract binding it or affecting
its property which would prohibit its execution or performance of this Agreement.



 


		B.	USBFS hereby represents and warrants to the Administrator, which representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:



 


		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business
as now conducted, to enter into this Agreement and to perform its obligations hereunder;



 






    	4



    	 



    

 


		(2)	This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes
a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and



 


		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and
federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule,
regulation, order or judgment binding on it and no provision of its organizational documents or any contract binding it or affecting
its property which would prohibit its execution or performance of this Agreement.



 


		5.	Standard of Care; Indemnification; Limitation of Liability



 


		A.	USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS
shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Administrator and/or the Company
in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication
or power supplies beyond USBFS’ control, except a loss arising out of or relating to USBFS’ refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under
this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance
of its duties under this Agreement, the Administrator shall cause the Company to indemnify and hold harmless USBFS from and against
any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees)
that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted
to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon
any written or oral instruction provided to USBFS by any duly authorized officer of the Administrator and/or the Company, as approved
by the Board of Directors of the Company, except for any and all claims, demands, losses, expenses, and liabilities arising out
of or relating to USBFS’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence
or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of
the Administrator and the Company, its successors and assigns, notwithstanding the termination of this Agreement. As used in this
paragraph, the term “USBFS” shall include USBFS’ directors, officers and employees.



 






    	5



    	 



    

 


USBFS shall indemnify and hold
the Administrator and the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any
and every nature (including reasonable attorneys’ fees) that the Administrator or the Company may sustain or incur or that
may be asserted against the Administrator or the Company by any person arising out of any action taken or omitted to be taken by
USBFS as a result of USBFS’ refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence,
or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of
USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the terms the
“Administrator” and the “Company” shall include the their directors, officers and employees.


 


			Neither party to this Agreement shall be liable to the other party or the Company for consequential,
special or punitive damages under any provision of this Agreement.





 


In the event of a mechanical breakdown
or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions
for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment
to the extent appropriate equipment is available. Representatives of the Administrator and/or the Company shall be entitled to
inspect USBFS’ premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice
to USBFS. Moreover, USBFS shall obtain and provide the Administrator and/or the Company, at such times as they may reasonably require,
copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services
provided by USBFS under this Agreement.


 


Notwithstanding the above, USBFS
reserves the right to reprocess and correct administrative errors at its own expense.


 


		B.	In order that the indemnification provisions contained
in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and
it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option
to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so
elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section.
The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to
indemnify the indemnitee except with the indemnitor’s prior written consent.



 






    	6



    	 



    

 


		C.	The indemnity and defense provisions set forth in this Section 5 shall indefinitely survive the
termination and/or assignment of this Agreement.



 


		D.	If USBFS is acting in another capacity for the Administrator and/or the Company pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.



 


		6.	Proprietary and Confidential Information



 


USBFS agrees on behalf of itself
and its directors, officers, and employees to treat confidentially and as proprietary information of the Company all records and
other information relative to the Company and prior, present, or potential shareholders of the Company (and clients of said shareholders)
including all shareholder trading information, and not to use such records and information for any purpose other than the performance
of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the
Company. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Company and
confirms that it has in place effective procedures to prevent the use of such information in violation of applicable insider trading
laws.


 


Further, USBFS will adhere to
the privacy policies adopted by the Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time
to time (the “Act”). Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning
any of the Company’s shareholders to any third party unless specifically directed by the Company or allowed under one of
the exceptions noted under the Act.


 


		7.	Term of Agreement; Amendment



 


This Agreement shall become effective
as of the date first written above and will continue in effect for a period of two (2) years. However, this Agreement may be terminated
by either party upon giving ninety (90) days prior written notice to the other party or such shorter period as is mutually agreed
upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other
party of any material term of this Agreement if such breach is not cured within fifteen (15) days of notice of such breach to the
breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by the parties.


 






    	7



    	 



    

 


		8.	Records



 


USBFS shall keep records relating
to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable
to the Administrator and/or the Company, but not inconsistent with the rules and regulations of appropriate government authorities,
in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by
USBFS relating to the services to be performed by USBFS hereunder are the property of the Company and will be preserved, maintained,
and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the
Company on and in accordance with its request. USBFS agrees to provide any records necessary to the Company to comply with the
Company’s disclosure controls and procedures and internal control over financial reporting adopted in accordance with the
SOX Act. Without limiting the generality of the foregoing, USBFS shall cooperate with the Company and assist the Company, as necessary,
by providing information to enable the appropriate officers of the Company to (i) execute any required certifications and (ii)
provide a report of management on the Company’s internal control over financial reporing (as defined in Sections 13a-15(f)
or 15a-15(f) of the 1934 Act).


 


		9.	Governing Law



 


This Agreement shall be construed
in accordance with the laws of the State of New York, without regard to conflicts of law principles. 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 1940 Act, the latter
shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.


 


		10.	Duties in the Event of Termination



 


In the event that, in connection
with termination, a successor to any of USBFS’ duties or responsibilities hereunder is designated by the Administrator and/or
the Company by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Administrator and/or
the Company, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by
USBFS under this Agreement in a form reasonably acceptable to the Administrator and/or the Company (if such form differs from the
form in which USBFS has maintained the same, the Administrator and/or the Company shall pay any expenses associated with transferring
the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance
from USBFS’ personnel in the establishment of books, records, and other data by such successor. If no such successor is designated,
then such books, records and other data shall be returned to the Administrator and/or the Company. Except for the payments set
forth above, and for the avoidance of doubt, no termination fee, penalty, or any other payment shall be payable by the Company
or the Administrator to USBFS upon a termination of this Agreement.


 






    	8



    	 



    

 


		11.	No Agency Relationship



 


USBFS shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority
to act for or represent the Administrator or the Company in any way or otherwise be deemed an agent of the Administrator or the
Company, or conduct business in the name, or for the account, of the Adminstrator or the Company.


 


		12.	Data Necessary to Perform Services



 


The Adminstrator and/or the Company
or their agents shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form
as mutually agreed upon. If USBFS is also acting in another capacity for the Adminstrator or the Company, nothing herein shall
be deemed to relieve USBFS of any of its obligations in such capacity.


 


		13.	Assignment



 


This Agreement may not be assigned
by either party without the prior written consent of the other party.


 


		14.	Compliance with Laws



 


The Company has and retains primary
responsibility for all compliance matters relating to the Company, including but not limited to compliance with the 1940 Act, the
Internal Revenue Code of 1986, as amended, the SOX Act, the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism of 2001 and the policies and limitations of the Company related to its portfolio investments
as set forth in its Prospectus. USBFS’ services hereunder shall not relieve the Company of its responsibilities for assuring
such compliance or the Board of Directors’ oversight responsibility with respect thereto.


 


		15.	Legal-Related Services



 


Nothing in this Agreement shall
be deemed to appoint USBFS and its officers, directors and employees as the Company’s attorneys, form attorney-client relationships
or require the provision of legal advice. The Company acknowledges that in-house USBFS attorneys exclusively represent USBFS and
rely on outside counsel retained by the Company to review all services provided by in-house USBFS attorneys and to provide independent
judgment on the Company’s behalf. Because no attorney-client relationship exists between in-house USBFS attorneys and the
Company, any information provided to USBFS attorneys may not be privileged and may be subject to compulsory disclosure under certain
circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on
a best efforts basis.


 






    	9



    	 



    

 


		16.	Notices



 


Any notice required or permitted
to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally
or by courier service, upon delivery after sent by registered or certified mail, postage prepaid, return receipt requested, or
on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:


 


Notice to USBFS shall be sent
to:


 


U.S. Bancorp
Fund Services, LLC


777 East
Wisconsin Avenue


MK-WI-J1S


Milwaukee,
WI 53202


 


and notice to the Adminstrator
shall be sent to:


 


Terra Income Advisors, LLC


805 Third Avenue


8th Floor


New York, NY 10022


 


		17.	Entire Agreement



 


This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and
understandings, whether written or oral.


 






    	10



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the
date first above written.


 





	
        TERRA INCOME ADVISORS, LLC

         
	u.s. bancorp fund services, llc
	
        By: /s/ Gregory M. Pinkus                               

         
	
        By: /s/ Joseph Newberger                                     

         

	
        Name: Gregory M. Pinkus                               

         

        Title: Chief Financial Officer                           
	
        Name: Joseph Newberger                                     

         

        Title: Executive Vice President                             



 






    	11