EX-10.2



 Exhibit 10.2 
 MVC CAPITAL, INC. 
 SECOND AMENDMENT TO THE FUND ACCOUNTING

 SERVICING AGREEMENT 
 THIS SECOND AMENDMENT dated as of March 30, 2012, to the Fund Accounting Servicing Agreement, dated as of February 1, 2006, as amended April 6, 2009 (the “Agreement”), is
entered into by and among MVC Capital, Inc., (the “Fund”), MVC Financial Services, Inc. (“MVCFS”) and U.S. Bancorp Fund Services, LLC, (“USBFS”). 

RECITALS 

WHEREAS, the parties have entered into the Agreement; and 

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

WHEREAS, Section 11 of the Agreement allows for an amendment by a written instrument executed by both parties. 

NOW, THEREFORE, the parties agree as follows: 
 Section 11. Term of Agreement; Amendment, is hereby superseded and replaced with the following Section 11: 
 Section 11. Term of Agreement; Amendment. 
 This Agreement shall be
effective as of March 1, 2012 and will continue in effect for a period of three (3) years; provided, however, this Agreement may be terminated by any 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 15
days of notice of such breach to the breaching party. This Agreement may be amended by mutual written consent of the parties. 

Exhibit A, the fee schedule of the Agreement, is hereby superseded and replaced with Amended Exhibit A attached hereto.

 3/2012 







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

			
	MVC CAPITAL, INC.	  	U.S. BANCORP FUND SERVICES, LLC
		
	By:
                                         
                                         
        	  	By:
                                         
                                         
  
		
	 Printed Name:
                                         
                               
	  	 Printed Name: Michael R. McVoy

		
	 Title:
                                         
                                         
     
	  	 Title: Executive Vice President

		
	MVC FINANCIAL SERVICES, INC.	  	
		
	By:
                                         
                                         
        	  	
		
	 Printed Name:
                                         
                               
	  	
		
	 Title:
                                         
                                         
     
	  	

 3/2012 

  
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 Amended Exhibit A 

to the Fund Administration Servicing Agreement 
 and the Fund Accounting Servicing Agreement 
 FEE SCHEDULE effective
3/1/12 through 3/1/15 
 With respect to the minimum annual fee, the Fee Schedule for the Fund Administration Servicing Agreement shall
be read in conjunction with the Fee Schedule for the Fund Accounting Servicing Agreement between the same parties and entered into as of the same date. That schedule in full is reproduced below: 

Annual Fee Schedule 

Aggregate Minimum Annual Fee of $180,000 or an asset based fee of 9 basis points on the first $100 million, 6 basis points on the next $200 million , 5
basis points on the next $700 million and 4 basis points thereafter, whichever is greater (out-of-pockets not included other than the Type II SSAE 16 Report). 
 The monthly Fund aggregate fee shall be allocated 60% to MVC Capital, Inc. and 40% to MVC Financial Services, LLC. 
 OUT-OF-POCKET EXPENSES 
 Type II SSAE 16 Reporting 

U.S. Bancorp Fund Services, LLC will pay all costs related to Type II SSAE 16 Reporting 

Fund Accounting 
 All
out-of-pocket expenses are billed monthly, included, but not limited to: 
 $.15 Domestic and Canadian Equities, Options 

$.50 Corp/Gov/Agency Bonds, International Equities and Bonds 
 $.80 CMO’s, Municipal Bonds, Money Market Instruments 
 $125 Per fund per month—Mutual
Funds 
 Corporate Action Services 

$2.00 Per equity security per month 
 Manual
Security Pricing 
 $125 per month – greater than 10/day 
 Factor Services (BondBuyer) 
 Per CMO— $1.50/month 

Per Mortgage Backed— $0.25/month 

Minimum— $300/month 
 Fund Administration

 Postage, Stationery 
 Proxies,
Insurance 
 EDGAR filing – Approx. $11.00/page 
 Retention of records 
 Federal and state regulatory filing fees 

Certain insurance premiums 
 Expenses from board
of directors meetings 
 Auditing and legal expenses 
 Blue Sky conversion expenses (if necessary) 
 All other out-of-pocket expenses 

3/2012 

  
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