Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 10, 2015

BDCA VENTURE, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-53504	26-2582882
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 Park Avenue

New York, NY 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 889-0139

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2015, the Board of Directors (the “Board”) of BDCA Venture, Inc. (the “Company”) terminated the Investment Advisory and Administrative Services Agreement dated July 1, 2014 (the “Investment Advisory Agreement”) between the Company and its investment adviser, BDCA Venture Adviser, LLC (the “Adviser”). The effective date of termination of the Investment Advisory Agreement will be December 6, 2015, unless shortened or extended by mutual written agreement of the Company and the Adviser (the “Termination Date”).

On November 10, 2015, the Board approved the engagement of U.S. Bancorp Fund Services, LLC (US Bancorp”) to provide administrative and fund accounting services to the Company pursuant to an Administration Servicing Agreement and a Fund Accounting Servicing Agreement, respectively. A copy of the Administration Servicing Agreement and the Fund Accounting Servicing Agreement are attached hereto as Exhibit 10.1 and 10.2, respectively.

On November 13, 2015, the Board approved the engagement of 1100 Capital Consulting, LLC (“1100 Capital’) to provide administrative consulting services to the Company, including the provision of personnel to act as certain of the Company’s executive officers, including the Chief Executive Officer and Chief Financial Officer, pursuant to an Administrator Consulting Agreement. A copy of the Administrator Consulting Agreement is attached hereto as Exhibit 10.3.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

	Exhibit No.		Description

	10.1		Administration Servicing Agreement by and between the Company and US Bancorp

	10.2		Fund Accounting Servicing Agreement by and between the Company and US Bancorp

	10.3		Administrator Consulting Agreement by and between the Company and 1100 Capital

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2015	BDCA VENTURE, INC.


	By:	/s/ Frederic M. Schweiger
		Frederic M. Schweiger
		President and Chief Executive Officer

Exhibit 10.1

ADMINISTRATION SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of this 10th day of November, 2015, by and between BDCA VENTURE, 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, the Fund has engaged 1100 Capital Consulting, LLC to provide administrative consulting services to the Fund, to provide personnel to act as certain executive officers of the Fund and to act as a liaison to, and deal directly with, USBFS in its provision of administrative services to the Fund under this Agreement; 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” orthe “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) Pay Fund expenses upon written authorization from the Fund.

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

(6) 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.

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.	Financial Highlights.
		g.	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). For purpsoes of clarity, the Annual Fund Administration & Fund Accounting Fee Based Upon Average Net Assets Per Fund and the Chief Compliance Officer Support Fee (Fund Complex) set forth on Exhibit A are intended to compensate USBFS for its services under this Agreement as well as the Fund Accounting Servicing Agreement between the Fund and USBFS. The Fund shall cause the Fund to 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.

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)

(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)

5. Standard of Care; Indemnification; Limitation of Liability

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, 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 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 any duly authorized officer of 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, 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.

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

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.

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.

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.

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 two (2) years. However, this Agreement may be terminated by either party at any time 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 paries.

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).

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.

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:

BDCA Venture, Inc.

c/o 1100 Capital Consulting, LLC

128 N. 13th Street, #1100

Lincoln, NE 68508

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.

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.

BDCA VENTURE, INC.		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ Frederic M. Schweiger	By:	/s/ Joseph Neuberger

Title:	Chief Operating Officer	Title:	Executive Vice President

Exhibit A

Fund Administration & Fund Accounting Services Fee Schedule

Exhibit 10.2

FUND ACCOUNTING SERVICING AGREEMENT

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 and 1100 Capital Consulting, LLC (the “Administrator”) have responsibility over the accounting-related function for the Fund;

WHEREAS, the Fund desires to retain USBFS to aid it in connection with its responsibility for the Fund’s accounting-related function;

WHEREAS, USBFS is willing to aid the Fund in connection therewith on the terms and conditions hereafter set forth; and

WHEREAS, the Fund has engaged the Administrator to provide administrative consulting services to the Fund, to provide personnel to act as certain executive officers of the Fund and to act as a liaison to, and deal directly with, USBFS in its provision of accounting services to the Fund under this Agreement.

1. Engagement of USBFS

The Fund hereby engages USBFS to aid it in connection with its responsibility for the Fund’s accounting-related function 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 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)

As of the end of each of the Fund’s fiscal years and first three fiscal quarters (each such date is referred to herein as a “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 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.

(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:

(1)	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.

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

(3)	Determine net investment income (earnings) or loss 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.

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

(5)	Calculate the net asset value of the Fund according to the accounting policies and procedures set forth in the prospectus (the “Prospectus”) included in the Fund’s registration statements filed under the Securities Act of 1933 or other operative documents.

(6)	Calculate per share net asset value, per share net earnings and loss, and other per share amounts reflective of Fund operations as of each valuation date and at such time as requested by the Fund.

(7)	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 and schedules that document the adequacy of accounting detail to support month-end ledger balances.

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 Fund’s outside auditors.

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

(3)	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.

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.

G. In addition, USBFS will:

(1)	Prepare monthly security transactions listings (including any conversions or exchanges of securities).

(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’s accounting records and the Fund’s internal records.

3. License of Data; Warranty; Termination of Rights

The valuation information and valuations 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 and the Fund’s stockholders (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.

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

For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Fund 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 provide, in good faith, 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.

B.	For those securities of the Fund where market quotations are not readily available, the Board of Directors shall provide, in good faith, the fair value for such securities.

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 assuch changes do not adversely affect the services provided to the Fund underthisAgreement or the Fund’s internal control over financial reporting.

7. 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). For purpsoes of clarity, the Annual Fund Administration & Fund Accounting Fee Based Upon Average Net Assets Per Fund and the Chief Compliance Officer Support Fee (Fund Complex) set forth on Exhibit A are intended to compensate USBFS for its services under this Agreement as well as the Administration Servicing Agreement between the Fund and USBFS. The Fund shall cause the Fund to 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.

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)

(2)

This Agreement has been duly authorized, executed and delivered by the 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 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 organzational 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)

(2)

(3)

9. Standard of Care; Indemnification; Limitation of Liability

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, 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 attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS 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 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 terms “Fund” and the “Fund” shall include their directors, officers, agents and employees.

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

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.

C.	The indemnity and defense provisions set forth in this Section 9 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.

10. Proprietary and Confidential Information

11. Term of Agreement; Amendment

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 and internal control over financial reporting 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 (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).

13. Governing Law

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.

15. 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 to conduct business in the name, or for the account, of the Fund.

16. 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.

17. 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.

18. 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 the 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.

19. Assignment

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

20. Notices

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:

BDCA Venture, Inc.

c/o 1100 Capital Consulting, LLC

128 N. 13th Street, #1100

Lincoln, NE 68508

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.

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.

BDCA VENTURE, INC.		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ Frederic M. Schweiger	By:	/s/ Joseph Neuberger

Title:	Chief Operating Officer	Title:	Executive Vice President

Exhibit A

Fund Administration & Fund Accounting Services Fee Schedule

Exhibit 10.3

ADMINISTRATOR CONSULTING AGREEMENT

THIS AGREEMENT is made as of this 13th day of November, 2015, by and between BDCA Venture, Inc. (the “Fund”), a Maryland corporation, and 1100 Capital Consulting, LLC (the “Administrator”), a Nebraska limited liability company.

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

WHEREAS, the Fund is the issuer of shares ("Shares") registered under the Securities Exchange Act of 1934, as amended (the "1934 Act"); and

WHEREAS, the Fund desires the Administrator to provide, and the Administrator is willing to provide, administrative consulting services to the Fund on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Fund and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. The Fund hereby retains the Administrator to furnish the Fund with administrative consulting services as set forth in this Agreement, and the Administrator hereby accepts such engagement. The Administrator shall be deemed to be an independent contractor for all purposes herein.

ARTICLE 2. Services. During the Term, the Administrator will perform, or will cause to be performed by other persons acceptable to the Fund, in compliance with all laws, the services set forth in Schedule A hereto (the “Services”). Notwithstanding the foregoing, given the Fund’s newly determined status as ‘internally managed’ wherein the Board of Directors of the Fund is responsible for decisions, approvals, and oversight of all Fund investments and portfolios, the Administrator shall not be responsible for: (i) providing the Fund with any investment advisory or brokerage services, including, without limitation, making, being involved in, or responsible for, any determination as to which investments (including follow-on investments in existing portfolio companies) the Fund will purchase, retain or sell; (ii) responding to, or handling, in any way, any litigation or other legal action; or (iii) the provision of legal services. The Administrator may retain any of its affiliated persons or their personnel or may sub-contract with third parties to perform the duties to be performed by the Administrator. The delegation of any Services and the fees and costs in connection therewith must be approved in advance by the Board of Directors. In meeting its duties hereunder, the Administrator shall have the general authority to do all acts deemed in the Administrator’s good faith belief to be necessary and proper to perform its obligations under this Agreement.

ARTICLE 3. Allocation of Charges and Expenses.

(A) The Administrator. Except as otherwise indicated in this Agreement, including Schedule A, the Administrator shall furnish at its own expense the personnel necessary to perform its obligations under this Agreement.

(B) Expenses. The Fund assumes and shall pay or cause to be paid all expenses of the Fund not otherwise agreed to be borne by the Administrator under this Agreement, including, without limitation: (i) taxes; (ii) expenses for legal and auditing services; (iii) the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation and tender offer materials and notices to existing shareholders; (iv) all expenses incurred in connection with issuing and redeeming Shares; (v) the costs of pricing services; (vi) the costs of custodial, fund administration, accounting administration, sub-administration or transfer agency services; (vii) the cost of initial and ongoing registration of the Shares under Federal and state securities laws; (viii) the salary and expenses of any officer, director or employee of the Fund (except as explicitly provided herein as it relates to Fund CEO and CFO) or any third party consultants or other persons or entities involved with Fund compliance matters; (ix) the cost of preparation and filing of the Fund's tax returns; (x) the costs of board meetings, insurance, interest, brokerage costs, litigation; and (xi) other extraordinary or nonrecurring expenses, and (xii) all fees and charges of service providers to the Fund. The Fund shall reimburse the Administrator for all reasonable fees and costs incurred in connection with the Article 2 Services. The Fund shall also reimburse the Administrator for its reasonable out-of-pocket expenses, which shall include all reasonable charges for travel, copying, postage, telephone, and fax charges incurred by the Administrator in connection with the performance of the services described in Schedule A. In the event the Board of Directors does not authorize the payment of such fees as set forth above, the Administrator shall have the right to terminate this Agreement effective 30 days after the giving of written notice of termination. The parties understand and agree that in the event that the Administrator is required to retain its own counsel for purposes of responding to, or handling, in any way, any Fund investigation, inquiry, litigation or other legal action, the Administrator shall be reimbursed for all reasonable out-of-pocket expenses incurred by it with respect to the foregoing.

ARTICLE 4. Compensation of the Administrator. The Fund shall pay to the Administrator compensation as set forth in Schedule B to this Agreement. Furthermore, in the event the Administrator is not paid the compensation owed to it within the time frame required by Schedule B, the Administrator shall have the right to terminate this Agreement effective 30 days after the giving of written notice of termination.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance or gross negligence in the performance of its duties hereunder. (As used in this Article 5, the term “Administrator” shall include the Officers, officers, employees, consultants and other agents of the Administrator as well as that entity itself.)

Notwithstanding anything in this Agreement to the contrary: (i) the Administrator shall not be liable to the Fund for any consequential, special, punitive or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the Administrator; and (ii) the Administrator's cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the fees collected by the Administrator pursuant to this Agreement.

So long as the Administrator, or its agents, acts without willful misfeasance or gross negligence in the performance of its duties hereunder, the Fund assumes full responsibility and shall, to the fullest extent permitted by law, indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case the Fund may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Fund of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. However, if it is determined that the liability is the result of the willful misfeasance or gross negligence of the Administrator in the performance of its duties hereunder, the Administrator shall promptly reimburse the Fund for all advances and expense which it paid.

The Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Fund at any time for instructions and may consult its own counsel and with accountants and other experts, with prior notice of the Fund, and at the Fund's expense, with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Fund until receipt of written notice thereof from the Fund or the Board of Directors.

Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator’s reasonable control such as, by way of example and not limitation, custodians, transfer agents, investment advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Notwithstanding anything else contained in this Agreement, under no circumstances, shall the Administrator be held responsible or liable, nor its indemnity from the Fund limited, in the event the Administrator reasonably relied and acted on any information given to it by the Fund or former investment adviser, or any other service provider to or agent of the Fund.

The Administrator shall not be liable for any prior actions taken (or not taken) by the Fund, the Fund's former investment adviser, or any other service provider to or agent of the Fund.

During the Term, the Administrator and any Officer will be named insureds under the Fund’s D&O and E&O insurance policies and the cost thereof will be borne entirely by the Fund.

ARTICLE 6. Duration and Termination of this Agreement. This Agreement shall become effective on the date set forth in Schedule B hereto and shall remain in effect until terminated by either party in accordance with the provisions of this Article 6, Article 3 or Article 4 (the “Term”). Except for the Administrator's ability to terminate this Agreement as set forth in Articles 3 and 4, this Agreement may be terminated only: (i) by either party on 90 days’ prior written notice; (ii) by either party on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least 30 days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; or (iii) effective upon the liquidation of the Fund. For purposes of this paragraph, the term “liquidation” shall mean a transaction in which the assets of the Fund are sold or otherwise disposed of and proceeds therefrom are distributed to the shareholders in complete liquidation of the interests of such shareholders in the Fund.

ARTICLE 7. Activities of the Administrator. The services of the Administrator rendered to the Fund are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests.

Any communication to any person or entity by the Fund referring to the Administrator or any of its affiliated persons or to the operations of the Fund, shall be submitted to the Administrator for its review and approval, which shall not be unreasonably withheld, in advance of its release or dissemination.

Furthermore, the parties understand and agree that the Administrator or any of its affiliated persons shall have the right and authority to depict to any person or entity, whether through a public communication or otherwise: (i) the services provided by the Administrator to the Fund; or (ii) the relationship of the Administrator (and/or any of its affiliated persons) to the Fund. The text of the disclosure shall be submitted by the Administrator to the Board of Directors for its review and approval, which shall not be unreasonably withheld, in advance of its release or dissemination.

ARTICLE 8. Certain Records. The Administrator shall maintain the Fund’s books and records as required by the Fund’s independent accounting firm, the 1940 Act, and as set forth in Schedule A. Such records shall be the property of the Fund and will be made available to or surrendered promptly to the Fund on request.

In case of any request or demand for the inspection of such records by another party, the Administrator shall notify the Fund and follow the Fund's instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Fund has agreed to indemnify the Administrator against such liability.

The Administrator shall have a Manual of Policies and Procedures, and a Code of Ethics.

ARTICLE 9. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought.

ARTICLE 10. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party.

ARTICLE 11. Agreement for Sole Benefit of the Administrator and the Fund. This Agreement is for the sole and exclusive benefit of the Administrator and the Fund and will not be deemed to be for the direct or indirect benefit of the clients or customers of the Administrator or the Fund. The clients or customers of the Administrator or the Fund will not be deemed to be third party beneficiaries of this Agreement nor to have any other contractual relationship with the Administrator by reason of this Agreement.

ARTICLE 12. Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.

ARTICLE 13. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, federal express (or substantially similar delivery service), postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Fund, c/o Andrew Dakos, Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07633, with a copy to Thomas R. Westle, Blank Rome, The Chrysler Building, 405 Lexington Avenue, New York City, NY 10174-0208; and if to the Administrator, Attention: Ben Harris, 128 N. 13th Street, #1100, Lincoln, NE 68508.

ARTICLE 14. Force Majeure. No breach of any obligation of a party to this Agreement will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or natural disaster; governmental regulation or order. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

ARTICLE 15. Equipment Failures. In the event of equipment failures beyond the Administrator’s control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto.

ARTICLE 16. Headings. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

ARTICLE 17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws principles thereof, and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Maryland, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 18. Definitions of Certain Terms. The term “affiliated person,” when used in this Agreement, shall have the meaning specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

ARTICLE 19. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE 20. Binding Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns.

ARTICLE 21. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or invalid.

ARTICLE 22. Proprietary and Confidential Information. The Administrator agrees on behalf of itself and its directors, officers, and employees, affiliates and sub-contractors 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 Administrator 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. The Administrator 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, Administrator 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, Administrator 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

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

BDCA Venture, Inc.

By:	/s/ Andrew Dakos
Name: Andrew Dakos
Title: Chairman of the Board of Directors


1100 Capital Consulting, LLC

By:	/s/ Ben Harris
Name: Ben Harris
Title: Managing Director

SCHEDULE A

LIST OF SERVICES

Description of Services to be Provided by the Administrator:

During the Term, the Administrator will perform, or will cause to be performed by other persons acceptable to the Fund, the following administrative services in connection with the operation of the Fund (collectively, the “Services”):

1.	Assisting the Fund and the Fund’s related third-party consultants with the Fund’s bookkeeping, accounting and financial reporting (including reviewing the Fund’s financial statements and assisting in the preparation of financial budgets and projections);

2.	Maintaining and retaining all books and records of the Fund as required by the 1940 Act, unless such books and records are maintained by the Fund’s custodian or any other service provider to the Fund;

3.	Managing the relationship with the Fund’s portfolio companies (including conducting quarterly management calls and preparing call notes with respect thereto);

4.	Assisting the Fund’s third-party valuation consultant in the preparation and review of the quarterly valuation reports of the Fund’s portfolio companies (including managing the Company’s relationship with its third party valuation firm and fair valuation consultant);

5.	Assisting in the review of any agreements with respect to any follow-on investment in, or any sale, disposition, exchange or conversion of the securities of, an existing portfolio company;

6.	Managing and overseeing stockholder and investor relations services performed by the Fund’s third-party service providers, if any, and performing any remaining stockholder and investor relations services as necessary;

7.	Supporting the production of and reviewing the determination and publication of the Fund’s net asset value as produced by the Fund’s third-party service providers, if any;

8.	Overseeing the preparation and filing of the Fund’s reports, including Forms 10-Q, 10-K, and proxy statements, to be filed with the SEC and its tax returns, including the review of work product created by the Fund’s third-party service providers;

9.	Dissemination of reports to the Fund’s stockholders, except those prepared by the Fund’s third party service providers which the Administrator shall review;

10.	Overseeing the payment of the Fund’s expenses;

11.	Work with the Fund’s CCO and outside legal counsel to oversee and manage the Fund’s compliance program;

12.

Coordinating and managing the administrative and professional services rendered to the Fund by other service providers (including relationships with outside legal counsel, audit firm, transfer agent and dividend paying agent, custodian, brokers, IT consultant and other administrative service providers);

13.	Managing the information technology platform, and third party vendors thereto, for the Fund (including the Fund’s email, file server, telephone and computer systems including any software and hardware related thereto);

14.	Manage the hosting and ongoing maintenance for the Fund’s website;

15.	Provide personnel to act as the certain officers of the Fund, including a CEO and CFO (the “Officers”); and

16.	Provide such other customary administrative services as may be reasonably necessary for the administration of the Fund's business and affairs; provided that, such services shall not include the services described in clauses (i) and (ii) and (iii) of Article 2 in the Agreement.

[END OF SCHEDULE A]