Exhibit
10.2


 


FORM
OF ADMINISTRATION SERVICING AGREEMENT


 


THIS
AGREEMENT is made and entered into as of this 1st day of March, 2018, by and between PHAROS CAPITAL BDC, INC., a Maryland
corporation (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).


 


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


 


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


 


WHEREAS,
USBFS is willing to provide administrative services to the Fund on the terms and conditions hereafter set forth.


 


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.	Engagement
                                         of USBFS as Administrator



 


The
Fund hereby engages USBFS to act as administrator of the Fund on the terms and conditions set forth in this Agreement, and USBFS
hereby accepts such engagement 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 administration services to the Fund:


 


		A.	General
Fund Management:



 


		(1)	Act
as liaison among all Fund service providers, including, but not limited to, custodians, transfer agents and dividend reinvestment
plan administrators.



 


		(2)	Coordinate
the Fund’s Board of Directors’ (the “Board of Directors” or the “Directors”) communication:



 


		a.	Print
                                         reports for the Board of Directors based on financial and administrative data provided
                                         by the Fund.



 


		b.	Prepare
                                         and distribute to appropriate parties notices announcing declaration of dividends and
                                         other distributions to shareholders.



 


		(3)	Audits:



 


		a.	Prepare
appropriate schedules and assist independent auditors.



 


		b.	Provide
office facilities, if necessary, in connection with such audits.



 



     


     


    

 


		(4)	Monitor
arrangements under shareholder services or similar plan.



 


		(5)	Monitor
and communicate activity under share repurchase or tender offer plans.



 


		B.	Compliance:



 


		(1)	Regulatory
and Internal Revenue Service (the “IRS”) Compliance:



 


		a.	Monitor
compliance with the 1940 Act requirements applicable to business development companies and the Fund’s status as a regulated
investment company under Subchapter M, including:



 


		(i)	Maintenance
of books and records under Rule 31a-3 of the 1940 Act.



 


		(ii)	IRC
Section 851 - 90% Qualifying income



 


		(iii)	IRC
Section 851 – Annual Distribution Requirement



 


		(iv)	IRC
Section 851 - Fund Diversification



 


		(v)	Section
12(d)(1)(A) of the 1940 Act - Diversification Requirement



 


		(vi)	Section
55(a) of the 1940 Act - 70% Eligible Assets Requirment



 


		(vii)	Section
18 of the 1940 Act, as modified by Section 61 of the 1940 Act – 200% Asset Coverage Requirement



 


		b.	Maintain
                                         awareness of applicable regulatory and operational service issues.



 


		(2)	SEC
Reporting:



 


		a.	Prepare
                                         financial statements for inclusion in Form 10-Q, Form 10-K and Form 8-K filings, as applicable.



 


		b.	Prepare
                                         and file fidelity bond under Rule 17g-1 of the 1940 Act.



 


		c.	Prepare
                                         and file reports and other documents required by U.S. stock exchanges on which the Fund’s
                                         shares are listed.



 


C. SEC
Inspections:


 


		(1)	Assist
                                         in producing materials requested by the SEC.



 


		(2)	Maintain
                                         records of all materials produced as requested by the SEC.



 



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D. Financial
Reporting:


 


		(1)	Provide
                                         financial data for inclusion in the prospectus (the “Prospectus”) included
                                         in the Fund’s registration statements filed under the Securities Act of 1933.



 


		(2)	Supervise
                                         the maintenance of the Fund’s general ledger and the preparation of the Fund’s
                                         financial statements, including oversight of expense payments, of the determination of
                                         net asset value of the Fund’s shares, and of the declaration and payment of dividends
                                         and other distributions to shareholders.



 


		(3)	Compute
                                         the total return and expense ratio of the Fund and the Fund’s portfolio turnover
                                         rate.



 


		(4)	Prepare
                                         quarterly and annual financial statements, which include without limitation the following
                                         items:



 


		a.	Schedule
of Investments.



 


		b.	Consolidated
Balance Sheet.



 


		c.	Statement
of Operations.



 


		d.	Statement
of Changes in Net Assets.



 


		e.	Statement
of Cash Flows.



 


		f.	Notes
to the quarterly and annual financial statements.



 


		(5)	Coordinate
certification requirements pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”).



 


		(6)	Compute
Total return calculations for market and net asset value.



 


		(7)	Assist
the Fund’s Chief Executive Officer and Chief Financial Officer in connection with establishing and maintaining internal
control over financial reporting (as defined in Rules 13a-15(f) and 15-d(f) under the Securities Exchange Act of 1934 (the “1934
Act”)) for the Fund.



 


		E.	Tax
Reporting:



 


		(1)	File
                                         Form 1099 Miscellaneous for payments to Directors and other service providers.



 


		(2)	Prepare
                                         tax schedules, which include without limitation the following items:



 


		a.	Fiscal
Distribution Schedule (including recorded ROSCOP journal entry to general ledger).



 


		b.	Excise
Distribution Schedule.



 


		3.	Compensation



 


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.


 



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		4.	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 its 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 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 organizational documents or any
                                         contract binding it or affecting its 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 organizational documents or any
                                         contract binding it or affecting its property which would prohibit its execution or performance
                                         of this Agreement.



 



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5.
Standard of Care; Indemnification; Limitation of Liability


 


		A.	USBFS
                                         shall exercise reasonable care in the performance of its duties under this Agreement.
                                         USBFS shall not be liable for any error of judgment or mistake of law or for any loss
                                         suffered by the Fund 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,
                                         gross 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 from and against any and all claims, demands, losses, expenses,
                                         and liabilities of any and every nature (including reasonable and documented attorneys’
                                         fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person
                                         arising out of 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 the Fund’s investment adviser
                                         or by any duly authorized officer of the the Fund, as approved by the Board of Directors
                                         of the Fund, 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, gross negligence or willful misconduct in the
                                         performance of its duties under this Agreement. This indemnity shall be a continuing
                                         obligation of the 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.



 


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, gross 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 the “Fund” shall include its directors, officers
and employees.


 



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Neither
party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision
of this Agreement.


 


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 obtain and provide the Fund, at such times as they 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.


 


		B.	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.



 


		C.	The
                                         indemnity and defense provisions set forth in this Section 5 shall indefinitely survive
                                         the termination and/or assignment of this Agreement.



 


		D.	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.



 



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		6.	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.


 


		7.	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.
However, 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. 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 the parties.


 


		8.	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 and internal control over financial reporting adopted in accordance with the SOX Act. Without
limiting the generality of the foregoing, USBFS shall cooperate with the Fund and assist the Fund, as necessary, by providing
information to enable the appropriate officers of the Fund to (i) execute any required certifications and (ii) provide a report
of management on the Fund’s internal control over financial reporing (as defined in Sections 13a-15(f) or 15a-15(f) of the
1934 Act).


 



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		9.	Governing
Law



 


This
Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.
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 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.


 


		10.	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.


 


		11.	No
Agency Relationship



 


USBFS
shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized
herein, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund, or conduct
business in the name, or for the account, of the Fund.


 


		12.	Data
Necessary to Perform Services



 


The
Fund or its agents 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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		13.	Assignment



 


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


 


		14.	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 Internal Revenue Code of 1986, as amended, the SOX Act, the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism of 2001 and the policies and limitations of the Fund related to
its portfolio investments as set forth in its Prospectus. 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.


 


		15.	Legal-Related
Services



 


Nothing
in this Agreement shall be deemed to appoint USBFS and its officers, directors and employees as the Fund’ attorneys, form
attorney-client relationships or require the provision of legal advice. The Fund acknowledges that in-house USBFS attorneys exclusively
represent USBFS and rely on outside counsel retained by the Fund to review all services provided by in-house USBFS attorneys and
to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between in-house USBFS
attorneys and the Fund, any information provided to USBFS attorneys may not be privileged and may be subject to compulsory disclosure
under certain circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house
attorneys on a best efforts basis.


 


		16.	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-J1S


Milwaukee,
WI 53202


 


and
notice to the Fund shall be sent to:


 


 


 






 


 






 


 






 


		17.	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.


 



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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.


 


	PHAROS CAPITAL BDC, INC.	 	u.s. bancorp fund services, llc
	 	 	 	 	 
	By:	       	 	By:	         
	 	 	 	 	 
	Title: 	 	 	Title: 	 


 



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Exhibit
A


Fund
Administration & Fund Accounting Services Fee Schedule


 


Fund
Administration & Fund Accounting Fee Based Upon Gross Assets Per Fund*


 


6.0
basis points on the first $250 million


4.0
basis points on the next $250 million


3.0
basis points on the balance above $500 million


Minimum
annual fee: $60,000 per entity portfolio


 


NOTE:
Conversion, multiple classes, master/feeder and multiple manager funds, and extraordinary services quoted separately.


 


Miscellaneous
Expenses


 


All
other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: brokerage
fees, telephone toll-free lines, inbound calls, mailing, sorting and postage, stationery, envelopes, service/data conversion,
AML verification services, programming and special reports, record retention, lost shareholder search, disaster recovery charges,
Fed wire charges, shareholder/dealer print out (daily confirms, investor confirms, tax, checks, and commissions), voice response
(VRU) maintenance and development, data communication and implementation charges, return mail processing, travel, FATCA and other
compliance mailings, security pricing services (ICD, Boomberg, LoanX, etc.), federal and state regulatory filing fees and expenses,
participation in client meetings, wash sales reporting (GainsKeeper), tax e-filing, and auditing and legal expenses.


 


In
addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations
require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting
requirements).


 


*Subject
to annual CPI increase - All Urban Consumers - U.S. City Average.


Fees
are calculated pro rata and billed monthly.


 


 


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