Exhibit 10.3


 


ADMINISTRATION AGREEMENT


 


This ADMINISTRATION AGREEMENT (the “Agreement”)
made as of [●], 2021 by and between Lafayette Square Empire BDC, Inc., a Delaware corporation (the “Corporation”),
and LS Administration LLC, a Delaware limited liability company (the “Administrator”).


 


WITNESSETH:


 


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


 


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)               
Appointment of Administrator. The Corporation hereby appoints 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 (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 Corporation in any way or otherwise be deemed agents of the Corporation.


 


(b)               
Services. The Administrator shall perform (or oversee, 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, 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 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 Corporation 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 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 (the “SEC”)
or any other regulatory authority, including, but not limited to, current reports on Form 8-K, quarterly reports on Form 10-Q, annual
reports on Form 10-K and proxy or information statements to stockholders. If requested by the Corporation, the Administrator will provide
on the Corporation’s behalf significant managerial assistance to those portfolio companies to which the Corporation is required
to provide such assistance, including to portfolio companies’ employees, if requested. 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 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 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 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.


 


4.                  
Compensation; Allocation of Costs and Expenses


 


(a)               
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,
including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the
Corporation or on the Administrator’s behalf.


 


(b)               
The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically
assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory
Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs
and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization
and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority
(for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred
to as “Organization and Offering Expenses”); 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 Corporation, and news and quotation subscriptions;
the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s
common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; 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); placement agent fees and expenses, rating agency expenses; fees
to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this
Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request
it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences
and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent
directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit
of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing
government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors
and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and
maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including
printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the
Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments
under this Agreement based upon the Corporation’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 Corporation’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 Corporation.


 






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5.                  
Limitation of Liability of the Administrator; Indemnification


 


The Administrator, its affiliates and their respective
directors, 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 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 or otherwise as administrator for the Corporation,
and the Corporation 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 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 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 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 (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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In addition, notwithstanding any of the foregoing
to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party
for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons
that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but
shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by law.


 


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 other person providing services as arranged by the Administrator
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 directors, officers, members, managers, employees, partners, stockholders
or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator
and its affiliates are or may become similarly interested in the Corporation as officers, directors, stockholders or otherwise.


 


7.                  
Duration and Termination of this Agreement


 


(a)               
This Agreement shall remain in force with respect to the Corporation 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 parties to this Agreement or “interested persons” (as defined
in Section 2(a)(19) of the Investment Company Act) of any such party.


 


(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.                  
Severability


 


If any provision of this Agreement shall be declared
illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the
extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.


 






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10.              
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.


 


11.              
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.


 


12.              
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.


 


13.              
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.


 


14.              
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.


 


 


	 	LAFAYETTE SQUARE EMPIRE BDC, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	 	 
	 	LS ADMINISTRATION, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title: