AMENDED AND RESTATED

 

ADMINISTRATION AGREEMENT

 

This Amended and RestatedAdministration Agreement (this ***“Agreement***”) is made as of March 8, 2013 by and between GSV CAPITALCORP. (formerly known as NEXT INNOVATION CORP.), a Maryland corporation (the “***Company***”), and GSVCapital Service Company, LLC (formerly known as NeXt Innovation Service Company,LLC), a Delaware limited liability company (the “***Administrator***”).

 

WITNESSETH:

 

WHEREAS, the Companyis a closed-end management investment fund that has elected to be treated as a business development company (“***BDC***”)under the Investment Company Act of 1940 (the “***Investment Company Act***”); and

 

WHEREAS, on April 11,2011, the Company and the Administrator entered into an Administration Agreement pursuant to which the Administrator agreed toprovide administrative services to the Company (the ***“Initial Administration Agreement”***); and

 

WHEREAS, each of theCompany and the Administrator desires to amend and restate the Initial Administration Agreement in its entirety solely for thepurpose of reflecting the current legal names of each of the Company and the Administrator.

 

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

 

1.            Dutiesof the Administrator

 

(a)          Employmentof Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrangefor others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overallcontrol of the Board of Directors of the Company (the “***Board***”), for the period and on the terms and conditionsset forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrangefor the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expensesprovided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors andshall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any wayor otherwise be deemed agents of the Company.

 

 

 

 

(b)          Services.The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for theoperation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with officefacilities, 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 thisAgreement. 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, corporatefiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administratorshall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respectto such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing hereinshall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relatingto the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services tothe Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain,and under the Investment Company Act, shall prepare, print and disseminate reports to stockholders, and reports and other materialsfiled with the Securities and Exchange Commission (the “***SEC***”). The Administrator will provide on theCompany’s behalf significant managerial assistance to those portfolio companies to which the Company is required to providesuch assistance. In addition, the Administrator will assist the Company in determining and publishing the Company’s net assetvalue, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’sexpenses and the performance of administrative and professional services rendered to the Company by others.

 

2.            Records

 

The Administrator agreesto maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administratorhereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliancewith the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintainsfor 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. The Administrator furtheragrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preservedfor the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as providedabove. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies ofsuch records subject to observance of its confidentiality obligations under this Agreement.

 

3.            Confidentiality

 

The parties heretoagree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each partyto the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublicpersonal information (regulated pursuant to Regulation S-P and S-AM), shall be used by any other party hereto solely for the purposeof rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosedto any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any informationthat 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 judicialor administrative process or otherwise by applicable law or regulation.

 

 

4.            Compensation;Allocation of Costs and Expenses

 

In full considerationof the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expensesincurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and natureof such reimbursements shall be presented for review, on not less than a quarterly basis, to the members of the audit committeeof the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons”of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that areincurred in its operation, administration and transactions and not specifically assumed by GSV Asset Management, LLC (formerlyknown as NeXt Asset Management, LLC) (the “***Adviser***”), pursuant to that certain Investment Advisory Agreement,dated as of April 11, 2011 by and between the Company and the Adviser, and the amendment and restatement thereof, dated as of March8, 2013. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering;calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurredby the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairsfor the Company and in providing administrative services, monitoring the Company’s investments and performing due diligenceon its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments;sales and purchases of the Company’s common stock and other securities; investment advisory and management fees; administrationfees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relatingto, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees;all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independentDirectors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and ExchangeCommission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Company’sallocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurancepremiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarialand other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administratorin connection with administering the Company’s business, including payments under this Agreement based upon the Company’sallocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, includingrent and the allocable portion of the cost of the Company’s chief compliance officer and chief financial officer and theirrespective staffs.

 

 

5.            Limitationof Liability of the Administrator; Indemnification

 

The Administrator (andits officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated withthe Administrator, including without limitation its sole member, the Adviser to the extent that they are providing services foror otherwise acting on behalf of the Administrator, Adviser or the Company) shall not be liable to the Company for any action takenor omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreementor otherwise as administrator for the Company, and the Company 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 “***IndemnifiedParties***”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonableattorneys’ 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 theCompany or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s dutiesor obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of thisSection 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitleor be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its securityholders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligencein the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s dutiesand obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the InvestmentCompany Act and any interpretations or guidance by the SEC or its staff thereunder).

 

6.            Activitiesof the Administrator

 

The services of theAdministrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render servicesto others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested inthe 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 Administratorand its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

 

7.            Durationand Termination of this Agreement

 

(a)          ThisAgreement shall become effective as of the first date above written. The provisions of Section 5 of this Agreement shall remainin full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any terminationof this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Administrator shallbe entitled to any amounts owed under Section 4 through the date of termination or expiration and Section 5 shall continue in forceand effect and apply to the Administrator and its representatives as and to the extent applicable. This Agreement shall continuein effect for two years from the date of the Initial Administration Agreement, and thereafter shall continue automatically forsuccessive annual periods, provided that such continuance is specifically approved at least annually by:

 

(i)          thevote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and

 

 

(ii)         thevote of a majority of the Company’s Directors who are not parties to this Agreement or “interested persons” (assuch term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirementsof the Investment Company Act.

 

(b)          TheAgreement may be terminated at any time, without the payment of any penalty, upon not more than 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.

 

(c)          ThisAgreement may not be assigned by a party without the consent of the other party. The provisions of Section 5 of this Agreementshall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding anytermination of this Agreement.

 

8.            Amendmentsof this Agreement 

 

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

 

9.            GoverningLaw

 

This Agreement shallbe construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act.To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of theInvestment Company Act, the latter shall control.

 

10.          EntireAgreement

 

This Agreement containsthe entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subjectmatter hereof.

 

11.          Notices

 

Any notice under thisAgreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

 

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

 

 

[Administration Agreement]