Corporate Capital Trust, Inc. SC TO-I/A


Exhibit 10.2


 


ADMINISTRATIVE SERVICES AGREEMENT


 


This Administrative Services Agreement (this “Agreement”)
is made as of November 14, 2017, by and between CORPORATE CAPITAL TRUST, INC., a Maryland corporation (hereinafter referred to
as the “Company”), and KKR CREDIT ADVISORS (US) LLC, a Delaware limited liability company (hereinafter referred
to as the “Administrator”).


 


W I T N E S S E T H:


 


WHEREAS, the Company is a non-diversified closed-end
management investment company that has elected to be treated as a business development company under the Investment Company Act
of 1940 (together with the rules promulgated thereunder, the “1940 Act”);


 


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


 


WHEREAS, the Administrator is willing to provide
administrative services to the Company in the manner and on the terms and conditions hereinafter 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 are hereby
acknowledged, the Company and the Administrator hereby agree as follows:


 


1.           Duties
of the Administrator.


 


(a)          Engagement
of Administrator. The Company hereby engages and retains the Administrator to furnish, or arrange for others to furnish, the
administrative services, personnel and facilities described below for the period and on the terms and conditions set forth in this
Agreement. The Administrator hereby accepts such engagement and retention 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 others with whom the Administrator subcontracts to provide the services set forth
herein, shall for all purposes herein be deemed to be independent contractors of the Company and shall, unless otherwise expressly
provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of
the Company.


 


The Administrator shall be subject to review and
oversight by the Board of Directors of the Company (the “Board of Directors”) to assure that the administrative
procedures, operations and programs of the Company are in the best interests of the Company’s shareholders.


 


(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:


 


		(i)	provide the Company with office facilities and equipment, and provide clerical, bookkeeping, accounting and recordkeeping services,
legal services, and shall provide all such other services, except investment advisory services, as the Administrator, subject to
review by the Board of Directors, shall from time to time determine to be necessary or useful to perform its obligations under
this Agreement;



 






    


     


    

 


		(ii)	on behalf of the Company, enter into agreements and/or conduct relations with custodians, depositories, transfer agents, distribution
disbursing agents, the dividend reinvestment plan administrator, shareholder servicing agents, accountants, auditors, tax consultants,
advisers and experts, investment advisers, compliance officers, escrow agents, attorneys, underwriters, managing dealers, brokers
and dealers, investor custody and share transaction clearing platforms, marketing, sales and advertising materials contractors,
public relations firms, investor communication agents, printers, insurers, banks, independent valuers, and such other persons in
any such other capacity deemed to be necessary or desirable by the Administrator and the Company;



 


		(iii)	be authorized to enter into one or more sub-administration agreements with other service providers (each a “Sub-Administrator”)
pursuant to which the Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder
(any such sub-administration agreements shall be in accordance with the requirements of the 1940 Act and other applicable federal
and state law and shall contain a provision requiring the Sub-Administrator to comply with Sections 2 and 3 as if it were the Administrator);



 


		(iv)	make reports to the Board of Directors of its performance of obligations hereunder;



 


		(v)	furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as the Administrator
reasonably shall determine to be desirable; provided, however, that nothing herein shall be construed to require the Administrator
to, and the Administrator shall not pursuant to this Agreement, provide any advice or recommendation relating to the securities
or other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company;



 


		(vi)	assist the Company in the preparation of the financial and other records that the Company is required to maintain and the preparation,
printing and dissemination of reports that the Company is required to furnish to shareholders, and reports and other materials
filed with the Securities and Exchange Commission, and states and jurisdictions where any offering of the Company’s shares
is registered and there is a duty to file information with one or more states on an ongoing basis;



 






    2


     


    

 


		(vii)	assist the Company in determining and publishing the Company’s net asset value, oversee the preparation and filing of
the Company’s tax returns, and generally oversee and monitor the payment of the Company’s expenses and ensure that
fees and expenses are within any applicable limitations set forth in the Company’s articles of incorporation, as amended
from time to time (“Articles of Incorporation”); and



 


		(viii)	oversee the performance of sub-administrative and other professional services rendered to the Company by others.



 


2.           Records.


 


The Administrator shall maintain and keep all books,
accounts and other records of the Company that relate to activities performed by the Administrator hereunder as required under
the 1940 Act. The Administrator agrees that all records which it maintains and preserves 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 to the
Company upon the termination of the Agreement or otherwise on written request by the Company. The Administrator further agrees
that the records which it maintains for the Company will be preserved in the manner and for the periods prescribed by the 1940
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 for an indefinite period, subject to observance of
its confidentiality obligations under this Agreement. The Administrator shall maintain records of the locations where any books,
accounts and records of the Company are maintained by third parties providing services directly or indirectly to the Company.


 


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 all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999
(Public law 106-102, 113 Stat. 1138), shall be used by the 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, except that such confidential information may be disclosed to an affiliate or agent
of the disclosing party to be used for the sole purpose of providing the services set forth herein. 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 to any regulatory authority, by judicial or administrative process
or otherwise by applicable law or regulation.


 


4.           Allocation
of Costs and Expenses.


 


The Company shall bear all costs and expenses for
the administration of its business and shall reimburse the Administrator for any such costs and expenses which have been paid by
the Administrator on behalf of the Company on the terms and conditions set forth in Section 5. These costs and expenses shall include,
but not be limited to:


 


(a)           office
administration;


 






    3


     


    

 


(b)           allocable
portion of expenses and rent pertaining to the Administrator’s duties performed hereunder;


 


(c)           allocable
portion of salaries, rent and expenses, including board meeting travel expenses, of employees of the Administrator also serving
in the capacity of chief financial officer and chief compliance officer and their respective staffs;


 


(d)           costs
associated with the monitoring and preparation of regulatory reporting, including registration amendments, prospectus supplements,
and tax reporting;


 


(e)           costs
and expenses related to preparation for, and conducting of, Board of Director and annual shareholder meetings, secretarial services,
oversight of corporate calendar, shareholder and director communications and services;


 


(f)            soliciting
and oversight of risk management protocols, including fidelity bond, and director and officers insurance policies;


 


(g)           coordination
and oversight of service provider activities and the direct cost of such contractual matters related thereto; and


 


(h)           coordination
and oversight of audits, regulatory inquiries, certifications and sub-certifications.


 


5.            No
Fee; Reimbursement of Expenses; Limitations on Reimbursement of Expenses.


 


In full consideration for the provisions of the
services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in
connection with the services provided, notwithstanding that the Company shall reimburse the Administrator, at the end of each fiscal
quarter, for all expenses of the Company incurred by the Administrator as well as the actual cost of goods and services used for
the Company and obtained by the Administrator from entities not Affiliated with the Company. The Administrator may be reimbursed
for the administrative services necessary for the prudent operation of the Company performed by it on behalf of the Company; provided,
however, the reimbursement shall be an amount equal to the lower of the Administrator’s actual cost or the amount the Company
would be required to pay third parties for the provision of comparable administrative services in the same geographic location;
and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or
other method conforming with generally accepted accounting principles.


 


6.            Affiliate
Defined.


 


For purposes of this Agreement, “Affiliate”
or “Affiliated” or any derivation thereof means with respect to any individual, corporation, partnership, trust,
joint venture, limited liability company or other entity or association (“Person”): (a) any Person directly
or indirectly owning, controlling, or holding, with the power to vote, 10% or more of the outstanding voting securities of such
other Person; (b) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or
held, with the power to vote, by such other Person; (c) any Person directly or indirectly controlling, controlled by or under common
control with such other Person; (d) any executive officer, director, trustee or general partner of such other Person; or (e) any
legal entity for which such Person acts as an executive officer, director, trustee or general partner.


 






    4


     


    

 


7.           Limitation
of Liability of the Administrator; Indemnification.


 


(a)           Indemnification.
The Administrator and its officers, directors, shareholders (and their shareholders or members, including the owners of their shareholders
or members) agents, employees, controlling persons (as determined under the 1940 Act), and any other person or entity affiliated
with, or acting on behalf of, the Administrator in performing its obligations under this Agreement, including any sub-administrator,
each of whom shall be deemed a third party beneficiary hereof (each an “Indemnified Party” and collectively,
the “Indemnified Parties”) 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 Indemnified Parties and hold them harmless from and against
all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in
settlement) (“Losses”) 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 Indemnified Parties’ duties or obligations
under this Agreement or otherwise as administrator for the Company: (i) to the extent such Losses: (A) are not fully reimbursed
by insurance and (B) do not arise by reason of willful misfeasance, bad faith or gross negligence in the performance of such Indemnified
Parties’ performance of such duties or obligations, or the Indemnified Parties’ reckless disregard of such duties and
obligations; and (ii) otherwise to the fullest extent such indemnification is permitted under the Articles of Incorporation, the
1940 Act, the laws of the State of Maryland and other applicable law.


 


(b)           Notwithstanding
any of the foregoing to the contrary, the provisions of this Section 7 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 7 to the fullest extent
permitted by law.


 


8.           Activities
of the Administrator.


 


The services provided by the Administrator to the
Company are not exclusive, and the Administrator may engage in any other business or render similar or different services to others,
including the director or indirect sponsorship or management of other investment based accounts or commingled pools of capital,
however structured, whether having investment objectives similar to or different from those of the Company, so long as its services
to the Company hereunder are not impaired thereby and nothing in this Agreement shall limit or restrict the right of any officer,
director, shareholder (and their shareholders or members, including the owners of their shareholders or members), officer or employee
of the Administrator to engage in any other business or to devote his or her time and attention in part to any other business,
whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving
as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable
law). The Administrator assumes no responsibility under this Agreement other than to render the services set forth herein.


 






    5


     


    

 


9.           Duration
and Termination of this Agreement.


 


(a)           Term
and Effectiveness. This Agreement shall become effective as of the first date written above. Once effective, this Agreement
shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that
such continuance is specifically approved at least annually by: (i) the vote of the Board of Directors, or by the vote of a majority
of the outstanding voting securities of the Company and (ii) 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 1940 Act, or
any successor provision thereto) of any such party (the “Independent Directors”), in accordance with the requirements
of the 1940 Act.


 


(b)           Termination.
This Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days’ prior
written notice to the Advisor upon: (A) the vote of a majority of the outstanding voting securities of the Company (as “majority”
is defined in Section 2(a)(42) of the 1940 Act) or (B) the vote of the Board of Directors or (ii) by the Administrator upon not
less than 120 days’ prior written notice to the Company. This Agreement and the rights and duties of a party hereunder may
not be assigned, including by operation of law, by a party without the prior consent of the other party and this Agreement automatically
shall terminate in such event. The provisions of Section 7 shall remain in full force and effect, and the Administrator shall remain
entitled to the benefits thereof, notwithstanding any termination of this Agreement.


 


After the termination of this Agreement, the Administrator
shall not be entitled to compensation for further services provided hereunder except that it shall be entitled to receive from
the Company within 30 days after the effective date of such termination all unpaid reimbursements due and payable to the Administrator
prior to termination of this Agreement.


 


10.         Amendments
of this Agreement.


 


This Agreement may be amended pursuant to a written
instrument by mutual consent of the parties.


 


11.         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.


 






    6


     


    

 


12.         Counterparts.


 


This Agreement may be executed in counterparts,
each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding
on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.


 


13.         Governing
Law.


 


Notwithstanding the place where this Agreement
may be executed by any of the parties hereto and the provisions of Section 7, this Agreement shall be construed in accordance
with the laws of the State of New York without giving effect to any conflicts of laws
principles thereof. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement
shall also be construed in accordance with the applicable provisions of the 1940 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 1940 Act, the
latter shall control.


 


14.         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.


 


15.         Survival.


 


The provisions of Sections 3, 7, 9(b), 13 and this
Section 15 will survive termination of this Agreement.


 


16.         Notices.


 


Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed, postage prepaid, to the other party at the address listed below or at such other address
for a party as shall be specified in a notice given in accordance with this Section 16.


 




    7


     


    

 


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


 








	  	CORPORATE CAPITAL TRUST, INC.
	 	a Maryland corporation
	 	 	 
	 	555 California Street
	 	50th Floor
	 	San Francisco, California 94104
	 	 	 
	 	By:	/s/ Thomas N. Murphy
	 	Name:	Thomas N. Murphy
	 	Title:	Chief Financial Officer



  


	  	KKR Credit Advisors (US) LLC
	 	a Delaware limited liability company
	 	 	 
	 	555 California Street
	 	50th Floor
	 	San Francisco, California 94104
	 	 	 
	 	By:	/s/ Todd C. Builione
	 	Name:	Todd C. Builione
	 	Title:	President





 


[Signature Page to Administrative
Services Agreement]