Alcentra NY LLC

Exhibit 10.2

Alcentra NY LLC

000 Xxxx Xxxxxx, 0xx Xxxxx 
Xxx Xxxx, XX 00000

May 4, 2018

Xxxxx Xxxxxxxxxx

President and Chief Executive Officer

Alcentra Capital Corporation

000 Xxxx Xxxxxx, 0xx Xxxxx 

Xxx Xxxx, XX 00000

Re: Voluntary Base Management Fee Waiver

Dear Xxxxx:

Reference is hereby made to the Amended and Restated Investment Advisory Agreement (the “Agreement”), dated May 4, 2018, by and between Alcentra Capital Corporation and us. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.

We hereby agree that the Base Management Fee for the period commencing on May 1, 2018 and ending on April 30, 2019, will be calculated in accordance with the Agreement but as if the annual rates of 1.50%, 1.40%, and 1.25% specified in Section 3(a) of the Agreement were reduced to and replaced with 1.25%, 1.15%, and 1.00%, respectively, during such period. We agree to waive the Base Management Fee that we would otherwise be entitled to receive under the Agreement for this period to the extent it exceeds the Base Management Fee calculated in accordance with the foregoing.

[Signature page to follow]

Sincerely yours,

ALCENTRA NY LLC

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: President

Agreed and Accepted:

ALCENTRA CAPITAL CORPORATION

By: /s/ Xxxxx Xxxxxxxxxx

Name: Xxxxx Xxxxxxxxxx

Title: President and Chief Executive Officer