exhibit1017






  45534539.1  Exhibit 10.17    ADMINISTRATION 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, a Wisconsin limited liability company  (“Fund Services”).  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,  as amended (the “1940 Act”);  WHEREAS, the Fund desires to retain Fund Services to provide administrative services  to the Fund in the manner and on the terms hereinafter set forth; and  WHEREAS, Fund Services 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 Fund Services as Administrator  The Fund hereby engages Fund Services to act as administrator of the Fund 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 administration services to the Fund, provided  that in accordance with Section 12 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. General Fund Management:  (1) Act as liaison among all Fund service providers, including, but not limited  to, custodians, transfer agents, fund accountants, valuation agents, transfer agents,  placement agents, auditors, and dividend reinvestment plan administrators, if  applicable.  (0) Supply non-investment related statistical and research data as reasonably  requested. The Fund will reimburse the Administrator for any out of  pocket costs for supplying such data.  





 






  45534539.1  (3) Coordinate communications with, on behalf of and among the members of the  Fund’s Board of Directors’ (the “Board of Directors” or the “Directors”) including  by:  a. Preparing reports for the Board of Directors based on financial and  administrative data provided by the Fund.  b. Preparing and distributing to appropriate parties notices announcing  declaration of dividends and other distributions to shareholders.  c. Attending meetings and preparing agendas and minutes of  meetings of the Board of Directors and Fund shareholders.  (4) Audits:  a. Prepare appropriate schedules and assist independent auditors.  b. Provide office facilities, if necessary, in connection with such audits.  (5) MONITOR arrangements under shareholder services or similar plan.  (6) Monitor and communicate activity under share repurchase or tender offer  plans, if applicable.  (7) Maintain the Fund’s governing documents, including its charter, bylaws and  minute books, but only to the extent such documents are provided to Fund  Services by the Fund or its representatives for safe-keeping.  B. Compliance:  (1) Regulatory and Internal Revenue Service (the “IRS”) Compliance:  a. Monitor the Fund’s compliance with the 1940 Act requirements  applicable to business development companies and the Fund’s status as a  “regulated investment company” under Subchapter M of the Internal  Revenue Code of 1986, as amended (the “IRC”), in each case as modified  from time to time, including, but not limited to:  (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, if applicable  (vi) Section 55(a) of the 1940 Act - 70% Qualifying Assets  Requirement  (vii) Section 18 of the 1940 Act, as modified by Section 61 of  the 1940 Act – 150% or 200% Asset Coverage Requirement, as  applicable  b. Maintain awareness of applicable regulatory and operational  service issues.  





 






  45534539.1  c. Perform its duties hereunder in compliance with all applicable laws  and regulations and provide any sub-certifications reasonably  requested by the 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’ standard of care as set  forth herein.  d. In order to assist the Fund in satisfying the requirements of Rule  38a-1 under the 1940 Act (“Rule 38a-1”), Fund Services has  adopted a compliance program in accordance with the requirements  of Rule 38a-1 and will provide a summary of its services under the  program through access to Fund Services CCO Portal. In addition,  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 (i)  continued maintenance of (and any changes in) Fund Services’  Federal Securities Law compliance program with respect to the  Fund and (ii) the occurrence of any Material Compliance Matter (as  these capitalized terms are defined in Rule 38a-1) involving Fund  Services that affect or could affect the Fund.  e. 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’ 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.  (2) SEC Reporting:  a. Prepare financial statements for inclusion in Form 10-Q, Form 10K  and Form 8-K filings, as applicable.  b. Prepare and file fidelity bond under Rule 17g-1 of the 1940 Act.  c. Prepare drafts of, and upon receipt of approval from the Fund, file,  reports and other documents required by the SEC and/or any U.S.  stock exchanges on which the Fund’s shares may be listed  (including without limitation Form 10-Q, Form 10-K and Form 8- K filings, as applicable).  C. SEC Inspections:  (1) Assist in producing materials requested by the SEC.  (2) Maintain records of all materials produced as requested by the SEC.  





 






  45534539.1  D. Financial Reporting:  (1) Provide financial data for inclusion in the Fund’s registration statements  filed under the Securities Act of 1933 and/or Securities and Exchange Act  of 1934 (the “1934 Act”) .  (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. Notes to the quarterly and annual financial statements.  (5) Coordinate certification requirements pursuant to the SOX Act.  (6) Compute total return calculations.  (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.  





 






  45534539.1  3. 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 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 pay 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 be assessed, in  Fund Services’ discretion, 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 Fund Services collectively,  pursuant to (a) this Agreement, and (b) that certain Fund Accounting Servicing  Agreement to be entered into between the Fund and Fund Services on or about the date  hereof (the “Fund Accounting Agreement”), and, for the avoidance of doubt, in all cases  the amounts payable hereunder shall be without duplication of any amounts payable  under the Fund Accounting Agreement.  4. 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  





 






  45534539.1  (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:  (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.  5. 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 





 






  45534539.1  relating to 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 Fund’s investment  adviser or 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 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 the 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.  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 directors, officers and  employees.  Subject to each party’s indemnification obligations with respect to third party  claims (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.  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. Fund Services shall promptly notify the Fund  upon discovery of any material administrative error, and shall consult with the Fund  about the actions it intends to take to correct the error prior  





 






  45534539.1  to taking such actions. A “material administrative error” means any error which  the Fund’s management, including its Chief Compliance Officer, would  reasonably need to know to oversee Fund compliance. 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.  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 5 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.  6. 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 that to the extent permitted by law, Fund  Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested  by the Fund; provided, however, that in the case of (i) and (ii) above, Fund  





 






  45534539.1  Services shall reasonably cooperate with the Fund in its efforts to maintain the  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 Fund Services 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. 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’ 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 6 shall survive termination of this Agreement.  





 






  45534539.1  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.  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 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.  8. 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).  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.  





 






  45534539.1  10. 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 Fund by written notice to Fund  Services, Fund Services will promptly, upon such termination and, except in the case of a  material breach by Fund Services, in which case all expenses shall be borne by Fund  Services, 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.  11. 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  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 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 Fund, nothing herein shall be deemed to relieve Fund Services of any of its  obligations in such capacity.  





 






  45534539.1  13. Assignment  This Agreement shall extend to and be binding upon the parties hereto and their respective  successors and assigns; provided, however, that this Agreement shall not be assignable by  the Fund wihtout 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.  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 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’ 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.  15. Legal-Related Services  Nothing in this Agreement shall be deemed to appoint Fund Services 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 Fund  Services attorneys exclusively represent Fund Services and rely on outside counsel  retained by the Fund to review all services provided by in-house Fund Services attorneys  and to provide independent judgment on the Fund’s behalf. Because no attorney-client  relationship exists between in-house Fund Services attorneys and the Fund, any  information provided to Fund Services attorneys may not be privileged and may be  subject to compulsory disclosure under certain circumstances. Fund Services represents  that it will maintain the confidentiality of information disclosed to its in-house attorneys  in accordance with its obligations under Section 6 above.  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 by email (so long as no error message is received in  





 






  45534539.1  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   and notice to the Fund shall be sent to:  Medley Capital Corporation.   280 Park Avenue 6th FL,   New York, New York,10017  17. 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.  18. Multiple Originals  This Agreement may be executed on 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.  19. 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.  [Signature on the following page]  





 






  45534539.1  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 last date written above.  MEDLEY CAPITAL CORPORATION U.S. BANCORP FUND SERVICES, LLC  By: /s/ David Lorber  By: /s/ Anita Zagrodnik      Name:  David Lorber   Name: Anita Zagrodnik   Title:    Director   Title:   Senior Vice President    





 






  45534539.1  Exhibit A to the Fund Administration 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.  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.  





 






  45534539.1  Corporate Action and Factor Services (security paydown)   $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. 





 






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