WESTCHESTER CAPITAL FUNDS

FIRST AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS FIRST AMENDMENT, effective as of January 1, 2017, to the Fund Accounting Servicing Agreement, dated as of July 30, 2013, (the “Agreement”), is entered into by and between WESTCHESTER CAPITAL FUNDS, a Massachusetts business trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”)

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees and the length of the Agreement;

WHEREAS, Section 15 of the Agreement allows for an amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

1) Section  15.  Term of Agreement; Amendment is superseded and replaced with the following:

Section  15.  Term of Agreement; Amendment

This Agreement shall become effective as of January 1, 2017 and will continue in effect for a period of three (3) years.  This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties.  Subsequent to the end of the three (3) year period, this Agreement continues until one party gives 90 days prior written notice to the other party or such shorter notice 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 15 days of notice of such breach to the breaching party.  This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Company, and authorized or approved by the Board of Directors.

2) Exhibit B of the Agreement is hereby superseded and replaced with Amended Exhibit B attached hereto.

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Except to the extent amended hereby, the Agreement shall remain in full force and effect.

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

WESCHESTER CAPITAL FUNDS	U.S. BANCORP FUND SERVICES, LLC
By:  /s/ Bruce Rubin	By:  /s/ Michael L. Ceccato
Name:  Bruce Rubin	Name:  Michael L. Ceccato
Title:  COO	Title:  Senior Vice President

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Amended Exhibit B - Fund Accounting Agreement – Westchester Capital Funds

Fund Accounting Services Fee Schedule

WCM Alternatives – Event Driven Fund Investor Class

WCM Alternatives – Event Driven Fund Institutional Class

Effective January 1, 2017 through December 31, 2020

Annual Fund Accounting Fee Based Upon Average Net Assets per Fund*

__ basis points on the next $__ million

__ basis points on the next $__ billion

__ basis point on the next $__ billion

__ basis points on the balance

Annual Base Fee*

$__ per domestic equity fund

§ Additional fee of $__ for each additional class and/or for a Controlled Foreign Corporation (CFC)

§ Additional fee of $__ per manager/sub-advisor per fund

§ Tax Free Transfer In-Kind Cost Basis Tracking* – $__ per sub-account per year

All schedules subject to change depending upon the use of unique security types requiring special pricing or accounting arrangements.

Chief Compliance Officer Support Fee*

§ $__ per year per fund complex

Data Services

Pricing Services

§ $__    – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards

§ $__    – Domestic Corporates, Convertibles, Governments, Agencies, Currency Rates, Mortgage Backed

§ $__    – CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies,  Asset Backed, High Yield

§ $__    – Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps

§ $__    – Bank Loans

§ $__    – Swaptions

§ $__    – Credit Default Swaps

§ $__ per Month Manual Security Pricing (>25per day)

Fair Value Services (Charged at the complex level)

§  $__ per security on the First 100 Securities

§  $__ per security on the Balance of Securities

Corporate Action and Factor Services (security paydown)

§ $__ per Foreign Equity Security per Month

§ $__ per Domestic Equity Security per Month

§ $__ per CMOs, Asset Backed, Mortgage Backed Security per Month

NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.

Miscellaneous Expenses

Including but not limited to SWIFT processing and customized reporting.

Additional Services

Master/Feeder structures and additional services mutually agreed upon.

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

Fees are calculated pro rata and billed monthly.

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