Exhibit 10.2


 


EXECUTION VERSION


 


AMENDED AND RESTATED FUND
ACCOUNTING SERVICING AGREEMENT


 


THIS AGREEMENT
is made and entered into as of this 13th day of April, 2015, by and between BUSINESS DEVELOPMENT CORPORATION OF AMERICA, a
Maryland corporation (the “Fund”), and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).


 


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


 


WHEREAS,
USBFS is, among other things, in the business of providing fund accounting services to investment companies;


 


WHEREAS, the Fund has
retained USBFS to provide fund accounting services to the Fund pursuant to a certain Fund Accounting Servicing Agreement dated
as of March 18, 2011 (the “Prior Agreement”); and


 


WHEREAS, the Fund and
USBFS desire to amend and restate the Prior Agreement as set forth herein.


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


 


		1.	Appointment of USBFS as Fund Accountant



 


The Fund hereby appoints USBFS
as fund accountant of the Fund on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment
and agrees to perform the services and duties set forth in this Agreement.


 


		2.	Services and Duties of USBFS



 


USBFS shall provide the following fund accounting
services for the Fund:


 


		A.	Portfolio Accounting Services:



 


		(1)	Maintain portfolio records on a trade date+1 basis using security trade information communicated
from the Fund.



 


		(2)	For each valuation date, obtain prices from a pricing source approved by the Board of Directors
of the Fund (the “Board of Directors” or the “Directors”) and apply those prices to the portfolio positions.
For those securities where market quotations are not readily available, the Board of Directors, or a designee thereof, shall provide,
in good faith, the fair value for such securities.



 


		(3)	Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings
on investments for the accounting period.



 




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		(4)	Determine gain/loss on security sales and identify them as short-term or long-term; account for
periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation
date.



 


		B.	Expense Accrual and Payment Services:



 


		(1)	For each valuation date, record the expense accrual amounts as directed by the Fund as to methodology,
rate or dollar amount.



 


		(2)	Record payments for expenses upon receipt of written authorization from the Fund.



 


		(3)	Account for expenditures and maintain expense accrual balances at the level of accounting detail,
as agreed upon by USBFS and the Fund.



 


		(4)	Provide expense accrual and payment reporting.



 


		C.	Fund Valuation and Financial Reporting Services:



 


		(5)	Account for Fund share repurchases, tenders, sales, exchanges, transfers, dividend reinvestments,
and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.



 


		(6)	Apply equalization accounting as directed by the Fund.



 


		(7)	Determine net investment income (earnings) for the Fund as of each valuation date. Account for
periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation
date.



 


		(8)	Maintain a general ledger and other accounts, books, and financial records for the Fund in the
form as agreed upon.



 


		(9)	Determine the net asset value of the Fund according to the accounting policies and procedures set
forth in the Fund’s Prospectus or other operative documents.



 


		(10)	Calculate per share net asset value, per share net earnings, and other per share amounts reflective
of Fund operations at such time as required by the nature and characteristics of the Fund.



 


		(11)	Communicate, at an agreed upon time, the per share price for each valuation date to parties as
agreed upon from time to time.



(8)     Prepare
monthly reports that document the adequacy of accounting detail to support month-end ledger balances.


 




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		D.	Tax Accounting Services:



 


		(1)	Maintain accounting records for the investment portfolio of the Fund to support the tax reporting
required for Internal Revenue Service defined regulated investment companies.



 


		(2)	Maintain tax lot detail for the Fund’s investment portfolio.



 


		(3)	Calculate taxable gain/loss on security sales using the tax lot relief method designated by the
Fund.



 


		(4)	Provide the necessary financial information to support the taxable components of income and capital
gains distributions to the Fund’s transfer agent to support tax reporting to the shareholders.



 


		E.	Compliance Control Services:



 


		(1)	Support reporting to regulatory bodies and support financial statement preparation by making the
Fund’s accounting records available to the Fund, the Securities and Exchange Commission (the “SEC”), and the
outside auditors.



 


		(2)	Maintain accounting records according to the 1940 Act and regulations provided thereunder.



 


		F.	USBFS will perform the following accounting functions on a monthly basis:



 


		(1)	Reconcile cash and investment balances of the Fund with the Fund’s

custodian, and provide the Fund with the beginning cash balance available for investment purposes.



 


		(2)	Transmit or mail a copy of the portfolio valuation to the Fund.



 


		(3)	Review the impact of current day’s activity on a per share basis, and review changes in market
value.



 


		A.	In addition, USBFS will:



 


		(1)	Prepare monthly security transactions listings.



 


		(2)	Supply various statistical data as requested by the Fund on an ongoing basis.



 


		(3)	Prepare a monthly reconciliation between the Fund’s cash portfolio as held on USBFS’ accounting records and the
Fund’s internal records.



 




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		3.	License of Data; Warranty; Termination of Rights



 


		A.	The valuation information and evaluations being provided to the Fund by USBFS pursuant hereto (collectively, the “Data”)
is being licensed, not sold, to the Fund. The Fund has a limited license to use the Data only for purposes necessary to valuing
the Fund’s assets and reporting to regulatory bodies (the “License”). The Fund does not have any license nor
right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users
or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Fund’s right
to use the Data cannot be passed to or shared with any other entity.



 


The Fund acknowledges the proprietary rights that USBFS
and its suppliers have in the Data.


 


		B.	THE FUND HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE OR ANY OTHER MATTER.



 


		C.	USBFS may stop supplying some or all Data to the Fund if USBFS’ suppliers terminate any agreement to provide Data to
USBFS. Also, USBFS may stop supplying some or all Data to the Fund if USBFS reasonably believes that the Fund is using the Data
in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’ suppliers
demand that the Data be withheld from the Fund. USBFS will provide notice to the Fund of any termination of provision of Data as
soon as reasonably possible.



 


		4.	Pricing of Securities



 


		A.	For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of
Directors and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily
available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities.



 


If the Fund desires to provide a price that varies from
the price provided by the pricing source, the Fund shall promptly notify and supply USBFS with the price of any such security on
each valuation date. All pricing changes made by the Fund will be in writing and must specifically identify the securities to be
changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s)
is/are effective.


 




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		B.	In the event that the Fund at any time receives Data containing evaluations, rather than market quotations, for certain securities
or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated
financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations)
available to generate approximations of the market value of such securities, and there is significant professional disagreement
about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations
that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion
of certain Data may rely on evaluations; however, the Fund acknowledges that there may be errors or defects in the software, databases,
or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications;
and (iii) the Fund assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness
of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.



 


		5.	Changes in Accounting Procedures



 


Any resolution passed by the
Board of Directors that affects accounting practices and procedures under this Agreement shall be effective upon written receipt
of notice and acceptance by USBFS.


 


		6.	Changes in Equipment, Systems, Etc.



 


USBFS reserves the right to make
changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment,
so long as such changes do not adversely affect the services provided to the Fund under this Agreement


 


		7.	Compensation



 


USBFS shall be compensated for
providing the services set forth in this Agreement as follows. Prior to the date Business Development Corporation of America II
(“BDCA II”) meets its “minimum offering requirement” (as that term is used in BDCA II’s prospectus
dated September 8, 2014 as filed with the U.S. Securities and Exchange Commission), USBFS shall be compensated for providing the
services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit A of the Prior Agreement. Once BDCA
II has met its minimum offering requirement, USBFS shall be compensated for providing the services set forth in this Agreement
in accordance with the fee schedule set forth on Exhibit A hereto (as amended from time to time). The Fund shall pay all
fees and reimbursable expenses within thirty (30) calendar days following receipt of the billing notice, except for any fee or
expense subject to a good faith dispute. The Fund shall notify USBFS in writing within thirty (30) calendar days following receipt
of each invoice if the Fund is disputing any amounts in good faith. The Fund shall settle such disputed amounts within ten (10)
calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Fund
is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of one and one-half percent (1 1⁄2%)
per month, after the due date. Notwithstanding anything to the contrary, amounts owed by the Fund to USBFS shall only be paid out
of the assets and property of the particular party involved.


 




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		8.	Representations and Warranties



 


		A.	The Fund hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:



 


		(1)	It is duly organized and existing under the laws of the jurisdiction of their organization, with full power to carry on its
business as now conducted, to enter into this Agreement and to perform its respective obligations hereunder;



 


		(2)	This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes
a valid and legally binding obligation of the Fund, enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and
secured parties; and



 


		(3)	It is conducting their business in compliance in all material respects with all applicable laws and regulations, both state
and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute,
rule, regulation, order or judgment binding on it and no provision of its charters, bylaws or any contract binding it or affecting
their property which would prohibit its execution or performance of this Agreement.



 


		B.	USBFS hereby represents and warrants to the Fund, which
representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:



 


		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business
as now conducted, to enter into this Agreement and to perform its obligations hereunder;



 


		(2)	This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes
a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and



 


		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and
federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is
no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it
or affecting its property which would prohibit its execution or performance of this Agreement.



 




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		9.	Standard of Care; Indemnification; Limitation of Liability



 


		A.	USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers
shall be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or any third party in connection
with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or
power supplies beyond USBFS’ control, except a loss arising out of or relating to USBFS’ refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under
this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance
of its duties under this Agreement, the Fund shall indemnify and hold harmless USBFS and its suppliers from and against any and
all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that
USBFS or its suppliers may sustain or incur or that may be asserted against USBFS or its suppliers by any person arising out of
or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer
of the Fund, as approved by the Board of Directors of the Fund, or (Y) the Data, or any information, service, report, analysis
or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating
to USBFS’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct
in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Fund, its successors
and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include
USBFS’ directors, officers and employees.



 


The Fund acknowledges that the Data is intended for
use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments
concerning securities. The Fund accepts responsibility for, and acknowledges it exercises its own independent judgment in, its
selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall
be deemed to be a waiver of any rights existing under applicable law for the protection of investors.


 


USBFS shall indemnify and hold the Fund harmless from
and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’
fees) that the Fund may sustain or incur or that may be asserted against the Fund by any person arising out of any action taken
or omitted to be taken by USBFS as a result of USBFS’ refusal or failure to comply with the terms of this Agreement, or from
its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be
a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this
paragraph, the term “Fund” shall include the Fund’s directors, officers and employees.


 




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		C.	In the event of a mechanical breakdown or failure of communication or power supplies beyond its
control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues.
USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown
at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties,
making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available.
Representatives of the Fund shall be entitled to inspect USBFS’ premises and operating capabilities at any time during regular
business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Fund, at such times as the Fund may
reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating
to the services provided by USBFS under this Agreement.



 


Notwithstanding the above, USBFS reserves the right
to reprocess and correct administrative errors at its own expense.


 


		D.	In no case shall either party be liable to the other for (i) any special, indirect or consequential
damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond
its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or
(iii) any claim that arose more than one year prior to the institution of suit therefore.



 


		E.	In order that the indemnification provisions contained in this section shall apply, it is understood
that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and
promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee
will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present
the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim
that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and
thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no
further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess
any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent.



 


		F.	The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the
termination and/or assignment of this Agreement.



 




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		G.	If USBFS is acting in another capacity for the Fund pursuant to a separate agreement, nothing herein
shall be deemed to relieve USBFS of any of its obligations in such other capacity.



 


		10.	Proprietary and Confidential Information



 


USBFS agrees on behalf of itself and its directors,
officers, and employees to treat confidentially and as proprietary information of the Fund all records and other information relative
to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders) including all shareholder
trading information, and not to use such records and information for any purpose other than the performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when so requested by the Fund. USBFS acknowledges that
it may come into possession of material nonpublic information with respect to the Fund and confirms that it has in place effective
procedures to prevent the use of such information in violation of applicable insider trading laws.


 


Further, USBFS will adhere to the privacy policies
adopted by the Fund pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time (the “Act”).
Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Fund’s shareholders
to any third party unless specifically directed by the Fund or allowed under one of the exceptions noted under the Act.


 


		11.	Term of Agreement; Amendment



 


This Agreement shall become effective as of the date
first written above and will continue in effect for a period of three (3) years and thereafter continue for successive annual periods
until terminated as provided herein. This Agreement may be terminated by either party upon giving ninety (90) days prior written
notice to the other party or such shorter period as is mutually agreed upon by the parties. In the event, the Fund provides notice
of termination within the first twelve (12) months of the date first written above, and provided no breach of any material term
has occurred on the part of USBFS, the Fund will be responsible for the payment of those fees payable pursuant to Section 7
of this Agreement from the time of termination through the end of the initial twelve (12) month period. For the avoidance of doubt,
such fees will be based off the Fund’s net asset value as of the date of termination and projected out to properly annualize
the amount owed to USBFS and payable by the Fund. Notwithstanding the foregoing, this Agreement may be terminated by any party
upon the breach of the other party of any material term of this Agreement if such breach is not cured within fifteen (15) days
of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Fund, and authorized or approved by the Board of Directors.


 




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		12.	Records



 


USBFS shall keep records relating to the services
to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but
not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act
and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed
by USBFS hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such applicable
sections and rules of the 1940 Act and will be promptly surrendered to the Fund on and in accordance with its request. USBFS agrees
to provide any records necessary to the Fund to comply with the Fund’s disclosure controls and procedures adopted in accordance
with the Sarbanes-Oxley Act of 2002 (the “SOX Act). Without limiting the generality of the foregoing, the USBFS shall cooperate
with the Fund and assist the Fund as necessary by providing information to enable the appropriate officers of the Fund to execute
any required certifications.


 


		13.	Governing Law



 


This Agreement shall be construed in accordance with
the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the
State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.


 


		14.	Duties in the Event of Termination



 


In the event that, in connection
with termination, a successor to any of USBFS’ duties or responsibilities hereunder is designated by the Fund by written
notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Fund, transfer to such successor all relevant
books, records, correspondence and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable
to the Fund (if such form differs from the form in which USBFS has maintained the same, the Fund shall pay any expenses associated
with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision
for assistance from USBFS’ personnel in the establishment of books, records and other data by such successor. If no such
successor is designated, then such books, records and other data shall be returned to the Fund.


 


		16.	No Agency Relationship



 


Nothing herein contained shall
be deemed to authorize or empower USBFS to act as agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.


 


		17.	Data Necessary to Perform Services



 


The Fund or its agent
shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed
upon. If USBFS is also acting in another capacity for the Fund, nothing herein shall be deemed to relieve USBFS of any of its obligations
in such capacity.


 




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		18.	Notification of Error



 


The Fund will notify USBFS of
any discrepancy between USBFS and the Fund, including, but not limited to, failing to account for a security position in the Fund’s
portfolio, by the later of: within five (5) business days after receipt of any reports rendered by USBFS to the Fund; within five
(5) business days after discovery of any error or omission not covered in the balancing or control procedure, or within five (5)
business days of receiving notice from any shareholder.


 


		19.	Compliance with Laws



 


The Fund has and retains primary
responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the
Code, the SOX Act, the USA PATRIOT Act of 2002 and the policies and limitations of the Fund relating to its respective portfolio
investments as set forth in their current prospectus and statements of additional information. USBFS’ services hereunder
shall not relieve the Fund of its responsibilities for assuring such compliance or the Board of Directors’ oversight responsibility
with respect thereto.


 


		20.	Assignment



 


This Agreement may not be assigned
by either party without the prior written consent of the other party.


 


		21.	Notices



 


Any notice required or permitted
to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally
or by courier service, upon delivery after sent by registered or certified mail, postage prepaid, return receipt requested, or
on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:


 


Notice to USBFS shall be sent to:


 


U.S. Bancorp Fund Services, LLC


777 East Wisconsin
Avenue


MK-WI-J1 S


Milwaukee, WI 53202


 


and notice to the Fund shall
be sent to:


 


Business Development Corporation of America


405 Park Avenue, 3rd Floor


New York, NY 10022


 




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		21.	Entire Agreement



 


This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and
understandings, whether written or oral.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.


 


	
        BUSINESS DEVELOPMENT

        CORPORATION OF AMERICA
	U.S. BANCORP FUND SERVICES, LLC


 


	By:	/s/ Peter M. Budko	 	By:	/s/ Joe D. Redwine	 
	 	Name: Peter M. Budko	 	 	Name: Joe D. Redwine	 
	 	
        Title: Chairman and Chief Executive

        Officer
	 	 	Title: President	 


 




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Exhibit A


to the Fund Accounting Servicing
Agreement


 


Fees


 


Fund Accounting and
Sub-Administration Services Fee, Based Upon Average Net Assets Per Fund:


9 basis points on the first
$200 million


7 basis points on the next
$300 million


4 basis points on the next
$1 billion


2.5 basis points on the
balance above $1.5 billion


 


Minimum annual fee*: $100,000
per portfolio


 


Services Included in Annual
Fee Per Fund:


		•	Advisor Information Source — Online access to portfolio management and compliance information



		•	Daily Performance Reporting — Daily pre and post-tax fund and/or sub-advisor performance reporting



 


Chief Compliance Officer
Support Fee:


		•	$3,000 per year per service



 


Out-Of-Pocket Expenses:


Including
but not limited to corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting,
third-party data provider costs,(GICS, MSCI, Lipper, etc.),
postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, tax e-filing, PFIC monitoring, wash sale
reporting (Gainskeeper), retention ofrecords, federal and state regulatory filing fees, expenses from Board of directors meetings,
third party auditing and legal expenses, and conversion expenses (if necessary), and CCO team travel related costs to perform due
diligence reviews at advisor or sub-advisor facilities.


 


Additional Services


Available
but not included above are the following services — annual legal administration (e.g.,
registration statement update), Section 15(c) reporting, daily compliance testing (Charles
River), electronic Board book portal (BookMark), and additional services mutually agreed upon.


 


*Subject to annual CPI increase, Milwaukee MSA.


Fees are calculated pro rata and billed monthly.


 




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