exhibit1016






  45534534.1  Exhibit 10.16    FUND ACCOUNTING SERVICING AGREEMENT  THIS AGREEMENT is made and entered into as of the 19th day of November 2020, by  and between MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Fund”),  and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a  Wisconsin limited liability company (“Fund Services”).  WHEREAS, the Fund is a closed-end management investment fund 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 Fund Services to provide accounting services with  respect to the Fund; and  WHEREAS, Fund Services is willing to provide accounting services with respect 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 Fund Services  The Fund hereby engages Fund Services to provide the accounting services specified  herein on the terms and conditions set forth in this Agreement, and Fund Services hereby  accepts such engagement and agrees to perform the services and duties set forth in this  Agreement.  2. Services and Duties of Fund Services  Fund Services shall provide the following fund accounting services, provided that in  accordance with Section 16 below, the Fund has provided all data reasonably necessary to  perform the services described herein at such times and in such form as mutually agreed  upon:  A. Portfolio Accounting Services:  (1) Maintain portfolio records on a trade date basis using security trade  information communicated from the Fund.  (2) At least quarterly (each such date is referred to herein as a “valuation  date”), obtain prices from a pricing source designated by the Fund and  apply those prices to the portfolio positions. For those securities where  market quotations are not readily available, the Fund’s Board of Directors  (the “Board of Directors”), or a designee thereof, shall provide, in good  faith, the fair value for such securities.  





 






  45534534.1  (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, calculate 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 Fund Services 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) 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 registration statement filed under  the Securities Act of 1933 and/or Securities Exchange Act of 1934 or other  operative documents.  (6) Calculate per share net asset value, per share net earnings, and other per  share amounts reflective of Fund operations as of each valuation date and  at such time as requested by the Fund.  





 






  45534534.1  (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 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 the Fund’s reporting obligations to regulatory bodies and support  financial statement preparation by making the Fund's accounting records  available to the Fund (including for purposes of provision thereof to the  Securities and Exchange Commission (the “SEC”), and the Fund’s outside  auditors, as determined by the Fund).  (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.  (4) In order to assist the Fund in satisfying the requirements of Rule 38a-1  under the 1940 Act (the “Rule”), Fund Services will provide the Fund’s  Chief Compliance Officer with reasonable access to Fund Services’ fund  records relating to the services provided by it under this Agreement, and  will provide quarterly compliance reports and related certifications  regarding any Material Compliance Matter (as defined in the Rule)  involving Fund Services that affect or could affect the Fund.  (5) Perform its duties hereunder in compliance with all applicable laws and  regulations and provide any sub-certifications reasonably requested by the  





 






  45534534.1  Fund in connection with any certification required of the Fund pursuant to  the Sarbanes-Oxley Act of 2002 (“SOX Act”) or any rules or regulations  promulgated by the U.S. Securities and Exchange Commission (“SEC”)  thereunder, provided the same shall not be deemed to change Fund  Services’s standard of care as set forth herein.  (6) Cooperate with the Fund’s independent public accounting firm and take all  reasonable action in the performance of its obligations under this  Agreement to ensure that the necessary information is made available to  such firm for the expression of its opinion on the Fund’s financial  statements without any qualification as to the scope of its examination.  (7) Fund Services will provide the Fund with certain copies of third party  audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services’s  CCO Portal to the extent such reports are available and related to services  performed or made available by Fund Services under this Agreement. The  Fund acknowledges and agrees that such reports are confidential and that it  will not disclose such reports except to its employees and service providers  who have a need to know and have agreed to obligations of confidentiality  applicable to such reports.  F. Fund Services 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, and make available on an online portal, a copy of the  portfolio valuation to the Fund.  G. In addition, Fund Services will:  (1) Prepare monthly security transactions listings.  (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 Fund Services’s accounting records and the Fund’s internal records.  (4) Pay Fund expenses upon written authorization from the Fund.  3. License of Data; Warranty; Termination of Rights  





 






  45534534.1  A. Any valuation information and valuations received by Fund Services from  independent pricing services being provided to the Fund by Fund Services  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 Fund Services 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; PROVIDED,  HOWEVER, THAT THE FOREGOING SHALL NOT RELIEVE Fund Services  FROM ANY OBLIGATION UNDER SECTION 9 BELOW.  C. Fund Services may stop supplying some or all Data to the Fund if Fund  Services’ suppliers terminate any agreement to provide Data to Fund Services.  Also, Fund Services may stop supplying some or all Data to the Fund if Fund  Services 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 Fund Services’ suppliers demand that the Data be withheld from the Fund.  Fund Services will provide notice to the Fund of any termination of provision of  Data as soon as reasonably possible.  4. Pricing of Securities  A. For each valuation date, Fund Services shall obtain prices from a pricing source  recommended by Fund Services 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 and Fund Services shall apply those fair  values to the relevant portfolio positions.  .  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 Fund Services 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, ISIN, LXID or other recognized industry data reference  provider, 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.  





 






  45534534.1  B. In the event that the Fund at any time receives Data containing evaluations,  rather than market quotations, for certain securities or certain other data related  to such securities, the following provisions will apply: (i) evaluated securities  are typically complicated financial instruments. There are many methodologies  (including computer-based analytical modeling and individual security  evaluations) available to generate approximations of the market value of such  securities, and there is significant professional disagreement about which  method is best. No evaluation method, including those used by Fund Services  and its suppliers, may consistently generate approximations that correspond to  actual “traded” prices of the securities; (ii) methodologies used to provide the  pricing portion of certain Data may rely on evaluations; however, the Fund  acknowledges that there may be errors or defects in the software, databases, or  methodologies generating the evaluations that may cause resultant evaluations to  be inappropriate for use in certain applications; and (iii) the Fund assumes all  responsibility for edit checking, external verification of evaluations, and  ultimately the appropriateness of using Data containing evaluations, regardless  of any efforts made by Fund Services and its suppliers in this respect. The  provisions in this Section 4 shall not have any effect upon the services Fund  Services is required to provide or the standard of care and liability Fund Services  has set forth in Section 9 of this Agreement.  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 Fund Services.  6. Changes in Equipment, Systems, Etc.  Fund Services reserves the right to make changes from time to time, as it deems  divisable, relating to its systems, programs, rules, operating schedules and equipment, so  long as such changes do not adversely affect the services provided to the Fund under  this Agreement or the Fund’s internal control over financial reporting.  7. Compensation  Fund Services 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 by consent of both parties to this agreement). The Fund shall pay all fees and  reimbursable miscellaneous expenses as are reasonably incurred by Fund Services in  performing its duties hereunder and as are described in Exhibit A hereto. In the event any  additional requirements are imposed upon Fund Services hereunder due to the adoption of  any new or amended industry, regulatory or other applicable rules, the parties shall, acting  in good faith, mutually agree upon any additional compensation in respect thereof. The  Fund shall pay all such 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  





 






  45534534.1  dispute. The Fund shall notify Fund Services 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 thirty (30) calendar days of the day on  which the parties agree to the amount to be paid. With the exception of any fee or expense  the Fund is disputing in good faith as set forth above, unpaid invoices may, in Fund  Services’s discretion, be assessed a finance charge of 11/2% per month after the due date.  Notwithstanding anything to the contrary, amounts owed by the Fund to Fund Services  shall only be paid out of assets and property of the Fund  Notwithstanding anything to the contrary herein, Exhibit A reflects all fees to be paid by  and all expenses to be reimbursed by the Fund in favor of the Fund Services  collectively, pursuant to (a) this Agreement, and (b) that a certain Administration  Servicing Agreement to be entered into between the Fund and Fund Services on or about  the date hereof (the “Administration Servicing Agreement”), and, for the avoidance of  doubt, in all cases the amounts payable hereunder shall be without duplication of any  amounts payable under the Administration Servicing Agreement.  8. Representations and Warranties  A. The Fund hereby represents and warrants to Fund Services, 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. Fund Services hereby represents and warrants to the Fund, which  representations and warranties shall be deemed to be continuing throughout the  term of this Agreement, that:  





 






  45534534.1  (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 Fund  Services in accordance with all requisite action and constitutes a valid and  legally binding obligation of Fund Services, 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.  9. Standard of Care; Indemnification; Limitation of Liability  A. Fund Services shall exercise reasonable care in the performance of its duties under  this Agreement. Fund Services 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 Fund Services’ control,  except a loss arising out of or relating to Fund Services’ 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 Fund Services has  exercised reasonable care in the performance of its duties under this Agreement,  the Fund shall indemnify and hold harmless Fund Services from and against any  and all claims, demands, losses, expenses, and liabilities of any and every nature  (including reasonable and documented attorneys’ fees) that Fund Services may  sustain or incur or that may be asserted against Fund Services 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 Fund Services  by the the Fund’s investment adviser or 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 Fund Services’ 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  





 






  45534534.1  continuing obligation of the Fund, its successors and assigns, notwithstanding the  termination of this Agreement. As used in this paragraph, the term “Fund  Services” shall include Fund Services’ 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.  Fund Services 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 or relating to Fund  Services’ 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 Fund  Services, its successors and assigns, notwithstanding the termination of this  Agreement. As used in this paragraph, the term the “Fund” shall include its  entity’s directors, officers and employees.  In the event of a mechanical breakdown or failure of communication or power  supplies beyond its control, Fund Services shall take all reasonable steps to  minimize service interruptions for any period that such interruption continues.  Fund Services shall as promptly as possible under the circumstances notify the  Fund in the event of any service interruption that materially impacts Fund  Services’ services under this Agreement. Fund Services 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 Fund Services as soon as  practicable. Fund Services agrees that it shall, at all times, have reasonably  adequate business continuity and disaster recovery contingency plans, systems  and processes, including without limitation arrangements with appropriate parties,  and shall make 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 Fund Services’ premises  and operating capabilities, books and records maintained on behalf of the Fund at  any time during regular business hours of Fund Services, upon reasonable notice  to Fund Services. Moreover, Fund Services 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 Fund Services  relating to the services provided by Fund Services under this Agreement.  Notwithstanding the above, Fund Services reserves the right to reprocess and  correct administrative errors at its own expense. Fund Services shall promptly  notify the Fund upon discovery of any material administrative error, and shall  





 






  45534534.1  consult with the Fund about the actions it intends to take to correct the error prior  to taking such actions. A “material administrative error” means any error which  the Fund or the Fund’s management, including its Chief Compliance Officer,  would reasonably need to know to oversee Fund compliance.  Subject to each party’s indemnification obligations with respect to third  partyclaims (as described above), neither party to this Agreement shall be liable  to the other party for consequential, special or punitive damages under any  provision of this Agreement.  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 9 shall indefinitely  survive the termination and/or assignment of this Agreement.  D. If Fund Services is acting in another capacity for the Fund pursuant to a separate  agreement, nothing herein shall be deemed to relieve Fund Services of any of its  obligations in such other capacity.  10. Proprietary and Confidential Information  Fund Services 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 (i) after prior notification to and approval in writing by the Fund, which  approval may not be withheld where Fund Services may be exposed to civil or criminal  contempt proceedings for failure to comply, (ii) when requested to divulge such information  by duly constituted regulatory authorities provided to the extent permitted by law, Fund  Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested  by the Administrator; provided, however, that in the case of (i) and (ii) above, Fund  Services shall reasonably cooperate with the Fund in its efforts to maintain the  





 






  45534534.1  confidentiality of any such information. Records and other information which have  become known to the public through no wrongful act of Fund Services or any of its  directors, officers, employees, agents or representatives, and information that was already  in the possession of Fund Services on an unrestricted basis prior to receipt thereof from  the Fund or its agent, shall not be subject to this paragraph. Fund Services acknowledges  that it may come into possession of material nonpublic information with respect to the  Fund, its portfolio companies or other privately or publicly held companies and confirms  that it has in place effective procedures to prevent the use of such information in violation  of applicable insider trading laws.  Further, Fund Services will adhere to privacy policies adopted and as may be modified  from time to time by UBSFS subject to oversight by the Fund’s Chief Compliance Officer,  as required by Title V of the Gramm-Leach-Bliley Act, as may be modified from time to  time (the “GLB Act”). In this regard, Fund Services shall have in place and maintain  physical, electronic and procedural safeguards reasonably designed to protect the security,  confidentiality and integrity of, and to prevent unauthorized access to or use of, records  and information relating to the Fund and its shareholders. In addition, Fund Services has  implemented and will maintain an effective information security program reasonably  designed to protect information relating to Shareholders (such information, “Personal  Information”), which program includes sufficient administrative, technical and physical  safeguards and written policies and procedures reasonably designed to (a) ensure the  security and confidentiality of such Personal Information; (b) protect against any  anticipated threats or hazards to the security or integrity of such Personal Information,  including identity theft; and (c) protect against unauthorized access to or use of such  Personal Information that could result in substantial harm or inconvenience to the Fund or  any Shareholder (the “Information Security Program”). The Information Security Program  complies and shall comply with reasonable information security practices prevailing  within the registered investment company servicing industry. Upon written request from  the Fund, Fund Services shall provide a written description of its Information Security  Program. Fund Services shall promptly notify the Fund in writing of any breach of  security, misuse or misappropriation of, or unauthorized access to, (in each case, whether  actual or alleged) any Personal Information (any or all of the foregoing referred to  individually and collectively for purposes of this provision as a “Security Breach”). Fund  Services shall promptly investigate and remedy, and bear the cost of the measures  (including notification to any affected parties), if any, to address any Security Breach.  Fund Services shall bear the cost of the Security Breach only if Fund Services is  determined to be responsible for such Security Breach.  In addition to, and without limiting the foregoing, Fund Services will promptly cooperate  with the Fund or any of their affiliates’ regulators at Fund Services’s expense (only if Fund  Services is determined to be responsible for such Security Breach) to prevent, investigate,  cease or mitigate any Security Breach, including but not limited to investigating, bringing  claims or actions and giving information and testimony.  Notwithstanding any other provision in this Agreement, the obligations set forth in this  Section 10 shall survive termination of this Agreement.  





 






  45534534.1  Notwithstanding the foregoing, Fund Services 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  GLB Act.  11. 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 one hundred and twenty (120) 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. For  avoidance of doubt, upon termination, the Fund will no longer be required to pay any fees  hereunder other than the pro-rata portion of fees (including, if applicable, the pro rata  portion of the annual minimum fee) due covering the portion of the annual period during  which the Agreement was in effect. This Agreement may not be amended or modified in  any manner except by written agreement executed by the parties and authorized or  approved by the Board of Directors.  12. Records  Fund Services 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 any requirements of applicable laws, rules and/or  regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act  and the rules thereunder. Fund Services agrees that all such records prepared or maintained  by Fund Services relating to the services to be performed by Fund Services 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. Fund Services 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, Fund Services 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 reporting”  (as defined in Sections 13a-15(f) or 15a-15(f) of the 1934 Act).  13. 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  





 






  45534534.1  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.  14. Duties in the Event of Termination  In the event that, in connection with termination, a successor to any of Fund Services’  duties or responsibilities hereunder is designated by the Administrator by written notice to  Fund Services, Fund Services will promptly, upon such termination, except in the case of a  material breach by Fund Services, in which case all expenses shall be borne by Fund  Services, and at the expense of the Fund, transfer to such successor all relevant books,  records, correspondence and other data established or maintained by Fund Services under  this Agreement in a form reasonably acceptable to the Fund (if such form differs from the  form in which Fund Services has maintained the same, the Fund shall pay any reasonable  and documented expenses incurred in connection with transferring the data to such form),  and will cooperate in the transfer of such duties and responsibilities, including provision  for assistance from Fund Services’ 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  Fund Services 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 agents shall furnish to Fund Services the data necessary to perform the  services described herein at such times and in such form as mutually agreed upon. For the  avoidance of doubt, Fund Services agrees that, to the extent required in order to carry out  any of its obligations hereunder, Fund Services will coordinate with all other service  providers of the Fund as may be requested and authorized by the Fund, including each  custodian of the Fund, as appropriate. If Fund Services is also acting in another capacity  for the Administrator or the Fund, nothing herein shall be deemed to relieve Fund Services  of any of its obligations in such capacity.  17. Notification of Error  The Fund will notify Fund Services of any material discrepancy between the records of  Fund Services 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 Fund Services 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.  





 






  45534534.1  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 Internal Revenue  Code of 1986, as amended, the SOX Act, the USA PATRIOT Act of 2001 and the  policies and limitations of the Fund relating to its respective portfolio investments as set  forth in the registration statement. Fund Services’ services hereunder shall not relieve the  Fund of its responsibilities for assuring such compliance or the Board of Directors’  oversight responsibility with respect thereto.  The foregoing shall not affect Fund Services’s responsibilities for compliance and related  matters delegated to Fund Services by the Fund as expressly provided herein and, as  such, Fund Services shall perform all services hereunder in accordance with all  applicable laws. Fund Services shall comply with changes to all regulatory  requirements affecting its services hereunder to the Fund and shall implement any  necessary modifications to the services prior to the deadline imposed, or extensions  authorized by, the regulatory or other governmental body having jurisdiction for such  regulatory requirements.  19. Assignment  This Agreement shall extend to and be binding upon the parties hereto and their  respective successors and assigns; provided, however, that this Agreement may not be  assignable by the Fund without the written consent of Fund Services, or by Fund Services  without the written consent of the Fund accompanied by the authorization or approval of  the Board of Directors.  20. 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, or upon delivery after sent by registered or certified mail, postage prepaid,  return receipt requested, or on the date sent by email (so long as no error message is  received in response thereto), or on the date sent and confirmed received by facsimile  transmission to the other party’s address set forth below:  Notice to Fund Services shall be sent to:  U.S. Bancorp Fund Services, LLC  777 East Wisconsin Avenue  MK-WI-J1S  Milwaukee, WI 53202  Chief Counsel  Email: michael.dahm@usbank.com   





 






  45534534.1  and notice to the Fund shall be sent to:  Medley Capital Corporation.   280 Park Avenue 6th FL,   New York, New York,10017  21. Invalidity  Any provision of this Agreement which may be determined by competent authority to be  prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective  to the extent of such prohibition or unenforceability without invalidating the remaining  provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall  not invalidate or render unenforceable such provision in any other jurisdiction. In such  case, the parties shall in good faith modify or substitute such provision consistent with the  original intent of the parties.  0. 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.  1. Entire Agreement  This Agreement, together with any exhibits, attachments, appendices or schedules  expressly referenced herein, 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.  





 






  45534534.1  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 written above.  MEDLEY CAPITAL CORPORATION U.S. BANCORP FUND SERVICES, LLC  By: /s/ David L. Lorber  By: /s/ Anita Zagrodnik    Name: David Lorber   Name: Anita Zagrodnik   Title:   Director   Title:   Senior Vice President         





 






  45534534.1  Exhibit A to the Fund Accounting Servicing Agreement - Medley Capital Corporation  Fund Administration & Fund Accounting Services Fee Schedule1 at  November 2020  Annual Fee Based Upon Average Gross Assets per Fund*  8 basis points on the first $500 million   6 basis points on the balance  Minimum Annual Fee: $200,000 per fund  One time administrator conversion/on-boarding fee: $20,000  Additional fee of $15,000 for each additional class, Controlled Foreign Corporation (CFC), and/or sub- advisor  Services Included in Annual Fee per Fund  All schedules subject to change depending upon the use of unique security type requiring special pricing  or accounting arrangements.  Chief Compliance Officer Support Fee   $3,000 per year per fund complex  Data Services   Pricing Services   $0.08 – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates,  Total Return Swaps   $0.50 – Domestic Corporates, Domestic Convertibles, Domestic Governments and Agency,  Mortgage Backed, and Municipal Bonds   $0.80 – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles,  Foreign Governments, Foreign Agencies, Asset Backed, and High Yield Bonds   $0.90 – Interest Rate Swaps, Foreign Currency Swaps   $1.00 –Bank Loans   $1.50 – Swaptions   $1.50 – Intraday money market funds pricing, up to 3 times per day   $3.00 – Credit Default Swaps   $500 per Month Manual Security Pricing (>25per day)  Note: Prices above are based on using U.S. Bank 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.  Corporate Action and Factor Services (security paydown)  1 This Exhibit A includes is a combined fee schedule that will cover all services provided by Fund Services to the  Fund pursuant to the Fund Administration Agreement and the Fund Accounting Agreement. For the avoidance of  doubt, where services and fees appear in more than one agreement, they are reproduced only for convenience and  will only be charged once to the extent the Fund utilizes the associated services. For example, the Fund  Administration and Fund Accounting Services fee schedule covers both services, but the associated fees will be  paid only once.  





 






  45534534.1   $2.00 per Foreign Equity Security per Month   $1.00 per Domestic Equity Security per Month   $2.00 per CMOs, Asset Backed, Mortgage Backed Security per Month  Third Party Administrative Data Charges (descriptive data for each security)   $1 per security per month for fund administrative data (based upon U.S. Bancorp standard  data services and are subject to change)  Miscellaneous Expenses  All other miscellaneous fees and expenses, including but not limited to the following, will be separately  billed as incurred:  Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs,(including  Bloomberg, S&P, Moody’s, Morningstar, GICS, MSCI, Lipper, etc.), postage, stationery, programming,  special reports, proxies, insurance, EDGAR/XBRL filing, tax e-filing, PFIC monitoring, wash sale reporting  (Gainskeeper), retention of records, federal and state regulatory filing fees, expenses from Board of  directors meetings, third party auditing and legal expenses, and conversion expenses (if necessary).  Additional services not included above shall be mutually agreed upon at the time of the service being  added. 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” index, provided that the  CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is  negative).  Fees are calculated pro rata and billed monthly. 





 






  45534534.1