Exhibit
10.2


 


ADMINISTRATION
AGREEMENT


 


BETWEEN


 


AFC
BDC INC. 


 


AND


 


AFC
ADVISOR LLC


 


This
Agreement (“Agreement”) is made as of April 4, 2022 by and between AFC BDC Inc., a Maryland corporation (the “Company”),
and AFC Advisor LLC, a Delaware limited liability company (the “Administrator”).


 


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


 


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


 


WHEREAS,
the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth;


 


NOW,
THEREFORE, in consideration of the promises and the covenants hereinafter contained and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:


 


		1.	Duties
of the Administrator



 


		a.	Engagement
of Administrator. The Company hereby engages the Administrator to act as administrator of the Company, 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 Company (the “Board”), for the period and on the terms and conditions set forth in
this Agreement. The Administrator hereby accepts such engagement 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.



 






     


     


    

 


		b.	Services. The
                                                                                                                                                                   Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation
                                                                                                                                                                   of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office
                                                                                                                                                                   facilities, equipment, clerical, bookkeeping and record keeping services 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 Company, 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 Company as it shall determine to be desirable; provided that
                                                                                                                                                                   nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator
                                                                                                                                                                   pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Company should
                                                                                                                                                                   purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the
                                                                                                                                                                   financial and other records that the Company is required to maintain and shall prepare, print and disseminate reports to
                                                                                                                                                                   stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The
                                                                                                                                                                   Administrator will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the
                                                                                                                                                                   Company is required to provide such assistance. In addition, the Administrator will assist the Company in determining and publishing
                                                                                                                                                                   (as necessary or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax
                                                                                                                                                                   returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional
                                                                                                                                                                   services rendered to the Company by others.



 


		2.	Records



 


The
Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by
the Administrator hereunder and 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 Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours,
and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request of the Board or applicable regulatory
or judicial authority. The Administrator further agrees that all records which it maintains for the Company 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.


 






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		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 (regulated 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



 


In
full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for its allocable
portion (subject to the review and approval of the Board) of the costs and expenses incurred by the Administrator in performing its obligations
and providing personnel and facilities hereunder, including its allocable portion of the compensation paid to or compensatory distributions
received by the Company’s Chief Compliance Officer and Chief Financial Officer, and any of their respective staff who provide services
to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit
performs a role in the Company’s Sarbanes-Oxley internal control assessment. Except as otherwise provided herein or in that certain
Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity as adviser pursuant
to the Investment Advisory Agreement, the “Advisor”), as amended from time to time (the “Advisory Agreement”),
the Administrator (or a Related Fund, as set forth below) shall be solely responsible for the compensation of its employees and all overhead
expenses of the Administrator (including rent, office equipment and utilities).


 






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The
Company will bear its own expenses or reimburse the Administrator or Advisor, as applicable, including, without limitation, for (i) fees
and costs incurred in organizing the Company and all ongoing organizational costs, including, but not limited to, costs and expenses
incurred in contracting with third parties, expenses in connection with the issuance and transaction costs incident to the origination,
acquisition, disposition and financing of the investments of the Company; (ii) fees and costs associated with calculating the Company’s
net asset value (“NAV”) (including the cost and expenses of any independent valuation firm); (iii) expenses, including
travel, entertainment, lodging and meal expenses, incurred by the Advisor (including by the managers, officers, personnel and agents
of the Advisor) and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Advisor in connection with
the services provided under the Advisory and Administration Agreements, or the portfolio advisors and other members of the investment
team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio
companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s
rights; (iv) fees and expenses incurred by the Advisor (and its affiliates) or the Administrator (or its affiliates) payable to unaffiliated
third parties, including agents, consultants or other Advisors, in monitoring financial and legal affairs for the Company and in conducting
research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Company’s
investments and monitoring investments and portfolio companies on an ongoing basis; (v) any and all fees, costs and expenses incurred
in connection with the incurrence and/or maintenance of leverage and indebtedness of the Company, including borrowings, dollar rolls,
reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal
or interest on the Company’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred
in obtaining lines of credit, loan commitments, and letters of credit for the account of the Company and in making, carrying, funding
and/or otherwise resolving investment guarantees); (vi) fees and costs associated with offerings, sales, and repurchases of the Company’s
common stock and other securities; (vii) fees and expenses payable under any underwriting, dealer Advisor or placement agent agreements,
if any; (viii) investment advisory fees payable under this Agreement; (ix) administration fees and expenses, if any, including payments
between the Company and the Administrator, based upon the Company’s allocable portion of the Advisor and Administrator’s
overhead in performing its obligations under the Advisory and Administration Agreements, including the their rent, telephone, printing,
mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses relating to any office(s)
or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments of the Company,
the Advisor or their affiliates related to the operation of the Company; and the allocable portion of the cost of the Company’s
chief financial officer and chief compliance officer, and their respective staffs; (x) all costs incurred in connection with investor
relations, board of directors relations, and preparing for, registering and effectuating the listing of the Company’s debt and
equity securities on any securities exchange; (xi) any applicable administrative agent fees or loan arranging fees incurred with respect
to the Advisor’s portfolio investments, the Administrator or an affiliate thereof; (xii) any and all fees, costs and expenses incurred
in implementing or maintaining third-party or proprietary software tools, programs or other technology for the benefit of the Company
(including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting
systems, general ledger or portfolio accounting systems and similar systems and services, including, without limitation, consultant,
software licensing, data management and recovery services fees and expenses); (xiii) costs and expenses incurred with respect to market
information systems and publications, research publications and materials, and settlement, clearing, transfer agent, dividend agent and
custodial fees and expenses; (xiv) federal, state and local registration fees; (xv) federal, state and local taxes and license fees;
(xvi) independent directors’ fees and expenses, including reasonable travel, entertainment, lodging and meal expenses, and any
legal counsel or other Advisors retained by, or at the discretion or for the benefit of, the independent directors; (xvii) costs of maintaining
compliance with all federal, state and local rules and regulations or any other regulatory agency, including but not limited to costs
of preparing and filing reports or other documents required by the SEC or other regulators, and all fees, costs and expenses related
to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory
requirements) and regulatory filings related to the Company’s activities and/or other regulatory filings, notices or disclosures
of the Advisor and its affiliates relating to the Company and its activities; (xviii) costs of any reports, proxy statements or other
notices to stockholders, including printing costs; (xix) fidelity bond, directors and officers/errors and omissions liability insurance,
and any other insurance premiums; (xx) direct costs and expenses of administration, including printing, mailing, telephone, copying,
secretarial and other staff, independent auditors, tax preparers and outside legal costs; (xxi) proxy voting and/or solicitation expenses;
(xxii) all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made
by the Board to or on account of holders of the securities of the Company, including in connection with any dividend reinvestment plan
or direct stock purchase plan; (xxiii) costs incurred in connection with the formation or maintenance of entities or vehicles to hold
the Company’s assets for tax or other purposes; (xxiv) the allocated costs incurred by the Advisor and/or the Administrator in
providing managerial assistance to those portfolio companies that request it; (xxv) allocable fees and expenses associated with marketing
efforts on behalf of the Company; (xxvi) all fees, costs and expenses of any litigation or threatened litigation (whether civil, criminal
or otherwise) against the Company, or against any director or officer of the Company in his or her capacity as such, involving the Company
or its portfolio companies and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability
or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to
persons entitled to indemnification) or extraordinary expense or liability relating to Company’s affairs; (xxvii) fees, costs and
expenses of organizing, redomesticating, merging, liquidating or dissolving the Company, selling equity interest in the Company, or amending
the governing documents of the Company and/or winding up and liquidating the Company’s assets; and (xxviii) all other costs and
expenses incurred by the Company, the Advisor or the Administrator in connection with administering the Company’s business and
investment operations, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining,
developing and disposing of investments, including appraisal, reporting, audit and legal fees. Each subsidiary of the Company, if any,
that makes investments will bear all of its own organizational and operating fees, costs, expenses and liabilities and, as a result,
the Company will indirectly bear these fees, costs, expenses and liabilities.


 






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For
the avoidance of doubt, the Company shall be solely responsible for any placement or “finder’s fees” payable to placement
agents engaged by the Company or its affiliates in connection with the offering of securities by the Company.


 


If
any of the expenses contained in this agreement or other expenses are incurred jointly for the account of the Company and any other investment
funds or accounts sponsored or managed by the Advisor or its affiliates (together with the Company, the “Related Funds”),
(i) to the extent such expenses are solely incurred with respect to a co-investment with the Company, such expenses will be allocated
among the Company and such other funds or accounts in proportion to the size of the investment made by each fund or account in the activity
or entity to which such expense relates, (ii) to the extent such expenses are incurred with respect to the general operation or administration
of the Related Funds, such expenses will be allocated in proportion to the fair value of the assets (excluding cash, cash equivalents
and U.S. government securities) under management of each Related Fund, or (iii) in such other manner as the Advisor considers fair and
equitable. To the extent that expenses to be borne by the Company are paid by the Advisor or an affiliate thereof, the Company will reimburse
the Advisor or such affiliate for such expenses.


 


Organization
and offering costs will only be the responsibility of the Company, and to the extent that expenses to be borne by the Company are paid
by the Advisor or an affiliate thereof, the Company will reimburse the Advisor or such affiliate for such expenses.


 






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		5.	Limitation
                                            of Liability of the Administrator; Indemnification



 


The
Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated
with it) shall not be liable to the Company 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 Company and the Company shall indemnify,
defend and protect the Administrator (and its officers, members, managers, partners, agents, employees, controlling persons, members,
and any other person or entity affiliated with the Administrator 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
Company 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 Company. 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 Company or its security holders to which the
Indemnified Parties would otherwise be subject by reason of criminal conduct, 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).


 


		6.	Activities
                                            of the Administrator



 


The
services of the Administrator to the Company 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 Company 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 Company as stockholders or otherwise.


 


		7.	Duration
                                            and Termination of this Agreement



 


		a.	This
                                            Agreement shall become effective as of the first date above written. This Agreement shall
                                            continue in effect for two (2) years from the date first written above, and thereafter shall
                                            continue automatically for successive annual periods, provided that such continuance is specifically
                                            approved at least annually by (a) the vote of the Board, or by the vote of a majority of
                                            the outstanding voting securities of the Company and (b) the vote of a majority of the Company’s
                                            directors who are not parties to this Agreement or “interested persons” (as such
                                            term is defined in Section 2(a)(19) of the Investment Company Act) of any such party.



 


		b.	The
                                            Agreement may be terminated at any time, without the payment of any penalty, on sixty (60)
                                            days’ written notice, by the vote of a majority of the outstanding voting securities
                                            of the Company, or by the vote of the Board or by the Administrator.



 






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		c.	This
                                            Agreement may not be assigned by a party without the consent of the other party; provided,
                                            however, that the rights and obligations of the Company under this Agreement shall
                                            not be deemed to be assigned to a newly formed entity in the event of the merger of the Company
                                            into, or conveyance of all of the assets of the Company to, such newly formed entity; provided,
                                            further, however, that the sole purpose of that merger or conveyance is to
                                            effect a mere change in the Company’s legal form into another limited liability entity.
                                            The provisions of 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 only be amended pursuant to a written instrument by mutual consent of the parties.


 


		9.	Severability



 


If
any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid,
the remainder of this Agreement shall not be affected thereby. For the avoidance of doubt, to the extent compliance with the terms of
this Agreement would violate any provision of the 1940 Act, such terms will be rendered invalid and the remainder of this Agreement shall
be not be affected thereby.


 


		10.	Governing
                                            Law



 


This
Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect
to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and in accordance
with the applicable provisions of the Investment Company Act. In such case, to the extent the applicable laws of the State of New York,
or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. To the fullest
extent permitted by the Investment Company Act and the Advisers Act, as amended, the sole and exclusive forum for any action, suit or
proceeding with respect to this Agreement shall be a federal or state court located in the State of New York, and each party hereto,
to the fullest extent permitted by law, hereby irrevocably waives any objection that it may have, whether now or in the future, to the
laying of venue in, or to the jurisdiction of, any and each of such courts for the purposes of any such action, suit or proceeding and
further waives any claim that any such action, suit or proceeding has been brought in an inconvenient forum, and each party hereto hereby
submits to such jurisdiction and consents to process being served in any such action, suit or proceeding, without limitation, by United
States mail addressed to the party at its principal office.


 






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		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



 


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.


 


		13.	Counterparts
                                            



 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall
constitute a single agreement. Either party may deliver an executed copy of this Agreement, and of any documents contemplated hereby,
by facsimile or other electronic transmission to the other party, and such delivery shall have the same force and effect as any other
delivery of a manually signed copy of this Agreement or of such other documents.


 


		14.	No
                                            Third-Party Beneficiary



 


Other
than expressly provided for in Paragraph 5 of this Agreement, this Agreement does not, and is not intended to, confer any rights or remedies
upon any person other than the parties to this Agreement; there are no third-party beneficiaries of this Agreement, including, but not
limited to, stockholders of the Company.


 


[Remainder
of Page Intentionally Left Blank]


 






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


 


	 	AFC
BDC Inc. 
	 	 
	 	By:	/s/
Gabriel A. Katz
	 	 	Name:	Gabriel
    A. Katz
	 	 	Title:	Chief
    Legal Officer, Chief Compliance Officer and Secretary


 


	 	AFC
Advisor LLC
	 	 
	 	By:	/s/
Bernard D. Berman
	 	 	Name:	Bernard
    D. Berman
	 	 	Title:	Authorized
    Signatory



 





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