Exhibit 10.3 


 


 


FORM OF ADMINISTRATION AGREEMENT


 





This Agreement (“Agreement”)
is made as of [•], 2016 by and between Hancock Park Corporate Income, Inc.,
a Maryland corporation (the “Company”), and OFS CAPITAL SERVICES, LLC, a Delaware limited liability company
(“OFS Services”).


 


W I T N E S S E T H:


 





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


 


WHEREAS, the Company
desires to retain OFS Services to provide administrative services to the Company, and OFS Services wishes to be retained to provide
such services, 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 sufficiency of which is hereby acknowledged, the Company and OFS Services hereby agree as follows:


 


1. Duties of OFS Services.


 


(a) Employment
of OFS Services. The Company hereby employs OFS Services to act as administrator of the Company and to perform, or oversee
the performance of, the administrative services necessary for the operation of the Company, subject to the supervision and control
of the Board of Directors of the Company (the “Board”), during the term hereof and upon the terms and conditions
set forth in this Agreement. OFS Services hereby accepts such employment and agrees during the term hereof to render, or arrange
for the rendering of, such services, subject to the reimbursement of costs and expenses provided for herein.


 


(b) Certain
Services. Without limiting the generality of Section 1(a), OFS Services shall provide the Company with office facilities and
equipment, necessary software licenses and subscriptions and clerical, bookkeeping and record keeping services at such facilities
and such other services as OFS Services, subject to review by the Board, shall from time to time determine to be necessary or useful
to perform its obligations under this Agreement. OFS Services shall also, on behalf of the Company, conduct relations with custodians,
depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary
or desirable. OFS Services 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 OFS Services to, and OFS Services shall not, provide any advice or recommendation
relating to the subject matter of, nor perform any of the investment advisory services described in, the Investment Advisory and
Management Agreement, dated as of [•], 2016 (the “Investment Advisory Agreement”), between the Company
and OFS Capital Management, LLC (the “Advisor”). OFS Services shall be responsible for the financial and other
records that the Company is required to maintain and shall prepare reports to shareholders
and all other reports and materials required to be filed with the Securities and Exchange Commission (the “SEC”)
or any other regulatory authority. OFS Services shall provide, on the Company’s behalf, managerial assistance to those portfolio
companies that have accepted the Company’s offer to provide such assistance. In addition, OFS Services shall assist the Company
in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s
tax returns and the printing and disseminating of reports to shareholders, and generally overseeing the payment of the Company’s
expenses and the performance of administrative and professional services rendered to the Company by others.




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(c) Independent
Contractor. OFS Services, and such others as it may arrange to provide services hereunder, shall for all purposes herein each
be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act
for or represent the Company in any way or otherwise be deemed an agent of the Company.


 


(d) Books
and Records. OFS Services agrees to maintain and keep all books, accounts and other records of the Company that relate to activities
performed by OFS Services hereunder and shall maintain and keep such books, accounts and records in accordance with the Investment
Company Act requirements. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, OFS Services agrees
that all records that 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 to the Company upon the termination of this Agreement or otherwise
on written request. OFS Services further agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under
the Investment Company Act shall 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. OFS Services
shall have the right to retain copies of such records, subject to observance of its confidentiality obligations under this Agreement.


 


2. Confidentiality.
The parties hereto agree that each shall treat confidentially all information provided by a party hereto to the other party 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 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. 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, by judicial or administrative process or otherwise by applicable law or
regulation.


 


3. Compensation; Allocation of Costs
and Expenses.


 


(a) In
full consideration of the provision of the services of OFS Services, the Company shall reimburse OFS Services for the costs and
expenses incurred by OFS Services in performing its obligations hereunder, which shall be equal to an amount based on the Company’s
allocable portion (subject to review and approval of the Board) of OFS Services’ overhead in
performing its obligations under this Agreement, including rent, necessary software licenses and subscriptions and the allocable
portion of the cost of the Company’s officers, including a chief executive officer, chief financial officer, chief compliance
officer, chief accounting officer, and corporate secretary, if any, and their respective staffs.
To the extent OFS Services outsources any of its functions, the Company shall pay the fees associated with such functions on a
direct basis without profit to OFS Services.




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(b) Other
than those expenses specifically assumed by the Advisor pursuant to the Investment Advisory Agreement, the Company shall bear
all costs and expenses that are incurred in its operation, administration and transactions, including those relating to:


 


		(i)	organization of the Company;



		(ii)	calculating the Company’s net asset value (including the cost and
expenses of any independent valuation firm);



		(iii)	fees and expenses incurred by the Advisor payable to third parties, including
agents, consultants or other advisors, in monitoring financial and legal affairs for the Company and in monitoring the Company’s
investments and performing due diligence on its prospective portfolio companies or otherwise relating to, or associated with, evaluating
and making investments;



		(iv)	interest payable on debt, if any, incurred to finance the Company’s
investments;



		(v)	sales and repurchases of the Company’s common stock and other securities;



		(vi)	distributions on the Company’s common stock and other securities;



		(vii)	investment advisory and management fees (including in respect of the operations
of the Company’s small business investment company subsidiary);



		(viii)	administration fees and expenses, if any, payable under this Agreement;



		(ix)	the allocated costs incurred by OFS Services as administrator in providing
managerial assistance to those portfolio companies of the Company that request it;



		(x)	transfer agent, dividend paying and reinvestment agent and custodial fees
and expenses;



		(xi)	out-of-pocket fees and expenses associated
with marketing efforts; 



		(xii)	federal and state registration fees;



		(xiii)	all costs of registration and listing the Company’s shares on any
securities exchange;



		(xiv)	federal, state and local taxes;



		(xv)	independent directors’ fees and expenses;



		(xvi)	brokerage commissions;



		(xvii)	costs of preparing and filing reports or other documents required by the
SEC or other regulators;



		(xviii)	costs of any reports, proxy statements or other notices to shareholders,
including printing costs;



		(xix)	the Company’s allocable portion of any fidelity bond, directors and
officers/errors and omissions liability insurance, and any other insurance premiums;



		(xx)	indemnification payments;



		(xxi)	direct costs and expenses of administration, including printing, mailing,
long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;



		(xxii)	proxy voting expenses; and



		(xxiii)	all other expenses incurred by the Company or OFS Services in connection
with administering the Company’s business.



 






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4. Activities
of OFS Services. The services of OFS Services to the Company are not exclusive, and OFS Services and/or any of its affiliates
may engage in any other business or render similar or different services to others. It is understood that directors, officers,
employees and shareholders of the Company are or may become interested in OFS Services and its affiliates, as directors, officers,
employees, partners, shareholders, members, managers or otherwise, and that OFS Services and directors, officers, employees, partners,
shareholders, members and managers of OFS Services and its affiliates are or may become similarly interested in the Company as
shareholders or otherwise.


 


5. Limitation of
Liability of OFS Services; Indemnification. OFS Services and its affiliates and its and its affiliates’ respective directors,
officers, employees, members, managers, partners and shareholders, each of whom shall be deemed a third party beneficiary hereof
(collectively, the “Indemnified Parties”) shall not be liable to the Company or its subsidiaries or its and
its subsidiaries’ respective directors, officers, employees, members, managers, partners or shareholders for any action taken
or omitted to be taken by OFS Services 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 claims or liabilities (including reasonable attorneys’ fees) and other expenses reasonably
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 in connection
with the performance of any of OFS Services’ duties or obligations under this Agreement or otherwise as administrator for
the Company. Notwithstanding the foregoing provisions 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 willful misfeasance, bad faith or gross negligence in the performance of such Indemnified Party’s duties, or
by reason of such Indemnified Party’s reckless disregard of its obligations and duties under this Agreement (to the extent
applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by
the SEC or its staff thereunder).




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6. Effectiveness, Duration and Termination.


 


(a) This
Agreement shall become effective as of the first date above written. This Agreement shall remain in effect for two years after
such date, and thereafter shall continue automatically for successive annual periods; provided that such continuance is specifically
approved at least annually by:


(i) the
vote of the Board, or by the vote of holders 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 “interested persons” (as such term is defined in Section
2(a)(19) of the Investment Company Act) of any party hereto, in accordance with the requirements of the Investment Company Act;


 


(b) This
Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by (i) the vote
of holders of a majority of the outstanding voting securities of the Company, (ii) the vote of the Board or (iii) OFS Services.


 


(c) The
provisions of Section 5 of this Agreement shall remain in full force and effect, and apply to OFS Services and its representatives
as and to the extent applicable, and OFS Services shall remain entitled to the benefits thereof, notwithstanding any termination
or expiration of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, OFS Services
shall be entitled to any amounts owed under Section 3 of this Agreement through the date of termination or expiration.


 


7. Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. No assignment
by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement. Any assignment
by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the
assignee expressly assumes the assigning party’s rights and obligations hereunder.


 


8. Third Party
Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than
the parties hereto and the Indemnified Parties any legal or equitable right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.


 


9. Amendments of
this Agreement. This Agreement may not be amended or modified except by an instrument in writing signed by both parties hereto.


 


10. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, including Sections 5-1401
and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b), and the applicable provisions
of the Investment Company Act, if any. 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, if any, the latter shall control. The parties hereto
unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the State of New
York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.




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11. No Waiver.
The failure of either party hereto to enforce at any time for any period the provisions of or any rights deriving from this
Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce
such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.


 


12. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest
extent possible.


 


13. Headings.
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


14. Counterparts.
This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument
and all of which taken together shall constitute one and the same agreement.


 


15. 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 parties hereto at their respective
principal executive office addresses.


 


16. Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, between the parties hereto with respect to such subject matter.


 


17. Certain Matters of Construction.



 


(a) The
words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement
as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement
shall include all subsections thereof.


 


(b) Definitions
shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine
or neuter gender shall include each other gender.


 


(c) The
word “including” shall mean including without limitation.


 


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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


 


 


	 	 	 	 
	 	Hancock Park Corporate Income, Inc.
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


	 	 	 	 
	 	OFS CAPITAL SERVICES, LLC
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 



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