Exhibit 10.10

 

FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES

 

between

 

MVC CAPITAL, INC.

 

and

 

COMPUTERSHARE INC.

 

and

 

COMPUTERSHARE TRUST COMPANY, N.A.

 

This Fee and Service Schedule (“Schedule”) is by and between Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“Trust Company”) (collectively, “Agent”) and MVC Capital, Inc. (“Company”), whereby Agent will perform the following services for Company. This Schedule is an attachment to the Agreement. Terms used, but not otherwise defined in this Schedule, shall have the same meaning as those terms in the Agreement.

 

1.                                      TERM

 

The fees set forth in this Schedule shall be effective for a period of three (3) years, commencing from the effective date of August 1, 2015 (“Initial Term”). If no new fee schedule is agreed upon prior to a Renewal Term, provided that service mix and volumes remain constant, the fees listed in the Schedule shall be increased by the accumulated change in the National Employment Cost Index for Service Producing Industries (Finance, Insurance, Real Estate) for the preceding years of the expiring term, as published by the Bureau of Labor Statistics of the United States Department of Labor. Fees will be increased on this basis for each successive Renewal Term.

 

2.                                      FEES

 

Ongoing Account Management*

 

This fee covers the administration of the services listed in Section 3, except as noted otherwise. Out-of-pocket expenses associated with providing these services will be charged separately.

 

$1,250.00*                                  Per Month

 




* If the average volume of transactions or inquiries significantly increases during the term of this Agreement, as a result of outside factors or unforeseen circumstances for which Agent is not the proximate cause, Agent and Company shall negotiate an additional fee.

 

Lost Shareholder Search Services

 

·                   SEC Electronic Database Search                                                         $2.00 per Account searched

 

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3.                                      SERVICES

 

Administrative Services

 

·      Annual administrative services as Agent and Registrar for the common stock of Company

·      Assignment of relationship manager

 

Account Maintenance

 

·      Maintain 1,000 registered Shareholder Accounts (additional Accounts to be billed at $6.00 each per year)

·      Create new Shareholder Accounts

·      Post and acknowledge address changes

·      Process other routine file maintenance adjustments

·      Post all transactions, including debit and credit certificates, to the Shareholder file

·      Provide confirmation of authorized and issued capital amounts to Company, upon request

·      Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting

·      Obtain tax certifications for companies who are tax resident in the United States

·      If Company is tax resident in a country other than the United States, Company shall advise Agent. Additional fees may apply under such circumstance.

 

Share Issuance

 

·      Issue, cancel and register Shares

·      Process all legal transfers as appropriate

·      Replace lost, stolen or destroyed certificates in accordance with UCC guidelines and Agent policy (subject to Shareholder-paid fee and bond premium)

·      Place, maintain and remove stop-transfer notations

 

Special Issuances

 

·      Process up to 100 stock option issuances, per annum, with additional stock option issuances to be billed at $25.00 per stock option issuance

·      Coordinate mass issuances or distribution of Shares to multiple Shareholders (may be subject to additional fees)

 

Shareholder Communications

 

·      Provide Company-specific Shareholder contact number

·      Provide IVR 24/7 (subject to system maintenance)

·      Respond to Shareholder inquiries (written, e-mail and web)

·      Record Shareholder calls

·      Scan and image incoming correspondence from Shareholders

 

Direct Registration System (“DRS”)

 

·      Register, issue and transfer DRS book-entry Shares

·      Issue DRS statements of holding

·      Provide Shareholders with the ability to sell Shares in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility

·      Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS sales facility

·      Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS sales facility, in accordance with the terms and conditions of the facility

·      Coordinate the mailing of advices to Shareholders

·      Accept and cancel certificated Shares and credit such Shares into a DRS position

 

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Online Access

 

·      Provide availability to “Issuer Online,” which provides access to Company and Shareholder information administered by Agent, which permits data management including accessing standard reports such as Top 10 - 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range

·      Provide availability to “Investor Centre,” which provides Shareholder Account information, transaction capabilities, downloadable forms and FAQs

·      Provide on-demand reporting to allow Company to generate non-standard reports at Agent’s standard fee for such reports

 

Dividend Services

 

·      Receive full funding one day prior to payable date by 11:00 a.m., Eastern Time via Federal Funds Wire.

·      Coordinate the mailing of quarterly dividends with an additional enclosure with each dividend check

·      Prepare and file federal information returns (Form 1099) of dividends paid in a year

·      Prepare and file state information returns of dividends paid in a year to Shareholders resident within such state

·      Prepare and file annual withholding return (Form 1042) and payments to the government of income taxes withheld from non-resident aliens

·      Coordinate the mailing of Form 1099 to Shareholders

·      Coordinate the email notification to Shareholders of the online availability of Form 1099

·      Replace lost dividend checks

·      Reconcile paid and outstanding checks

·      Code “undeliverable” Accounts to suppress mailing dividend checks to same

·      Keep records of accumulated uncashed dividends

·      Withhold tax from Shareholder Accounts as required by United States government regulations

·      Reconcile and report taxes withheld, including additional Form 1099 reporting requirements, to the Internal Revenue Service

·      Mail to new Accounts who have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding

·      Perform Shareholder file adjustments to reflect certification of Accounts

·      If Company is not tax resident in the United States, Company shall advise Agent. Dividend withholding tax services are subject to additional fees.

 

Automated Clearinghouse (ACH) Services

 

·      Review data for accuracy and completeness

·      Mail cure letter to Shareholders with incomplete information

·      Code Accounts for ACH and performing pre-note test

·      Identify rejected ACH transmissions, mail dividend check and explanation letter to Shareholders with rejected transmissions

·      Respond to Shareholder inquiries concerning the ACH Program

·      Calculate on a quarterly basis the Share breakdown for ACH vs. other dividend payments and notify Company of funding amount for ACH transmissions and other payable date funds

·      Credit ACH designated bank accounts automatically on dividend payable date

·      Maintenance of ACH participant file, including coding new ACH Accounts

·      Process termination requests

·      Keep adequate records including retention of ACH documents

 

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Investment Plan Services

 

·      Maintain Plan Accounts and establish new participant Accounts

·      As requested, invest dividend monies and optional cash purchases per the Plan document

·      Coordinate the distribution of statements and/or transaction advices to Plan participants when activity occurs

·      Coordinate an email notification to requesting Plan participants of the online availability of their Plan statements

·      Process automatic investments

·      Process termination and withdrawal requests

·      Provide Plan participants with the ability to sell Shares in accordance with the terms of the Plan

·      Process sale requests within the appropriate timeframe based on the type of service requested and the stipulations of the Plan

·      Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the Plan sales facility, in accordance with the terms and conditions of the Plan

·      Issue the proper tax forms and perform the required reporting to the IRS

·      Accept and cancel certificated Shares and credit such Shares in book-entry form into the Plan

·      Coordinate the mailing of Form 1099 to participants, including Plan participants and perform related filings with the IRS

·      Supply summary reports for each reinvestment/investment to client if requested

·      Coordinate the mailing of annual privacy notice to Plan participants, as required, at Company’s expense

 

International Currency Exchange Services

 

·      Allow Shareholders to elect to receive sale proceeds, dividend payments and other payment types in foreign currencies (subject to certain geographic restrictions) by check or by electronic funds transfer in accordance with Agent’s guidelines (fees paid by Shareholders)

 

Annual Meeting Services (includes one annual meeting per year, excludes annual meetings conducted through consent)

 

·      Provide a proxy record date list through Issuer Online’s FileShare; includes Shareholder name, address and Share amount (additional fees assessed for paper requests or other file delivery mechanisms)

·      Address proxy cards for all registered Shareholders

·      Coordinate the mailing of the proxy package

·      Receive, open and examine returned paper proxies

·      Tabulate returned paper proxies

·      Provide Company with a vote status through Issuer Online’s Proxy Watch

·      Attend Annual Meeting as Inspector of Election when Agent is the proxy tabulator (travel expenses billed as incurred)

·      Prepare a final voted/unvoted list through Issuer Online’s Proxy Watch

·      Coordinate the return/destruction of excess materials

·      Provide proxy record date file to third party vendor

·      Accept file in Computershare format from third party vendor for update of last contact date details

 

Mailing, Reporting and Miscellaneous Services

 

·      Address and enclose the mailing of company-provided reports, three (3) per annum for registered Shareholders

 

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Direct Filing of Unclaimed Property

 

·      Coordinate the mailing of due diligence notices to all qualifying Shareholder Accounts as defined by the state filing matrix

·      Process returned due diligence notices and remitting property to Shareholders prior to escheatment

·      Prepare and file required preliminary and final unclaimed property reports

·      Prepare and file checks/wires for each state covering unclaimed funds as per state requirements

·      Issue and file stock/stock certificate(s) registered to the applicable state(s) representing returned (RPO) certificates and underlying Share positions

·      Retain, as required by law or otherwise, records of property escheated to the states and responding, after appropriate research, to Shareholder inquiries relating to same

 

Lost Shareholder Search Services

 

·      Identify Accounts eligible for SEC Mandated Searches

·      Perform electronic database searches in accordance with SEC requirements

·      Update new addresses provided by search firm

·      Send verification form to Shareholder to validate address

·      Reissue unclaimed property held to Shareholders upon receipt of signed verification form

 

4.                                      Additional Services

 

Services not specifically listed in Section 3 in this Schedule (“Additional Services”) are subject to additional fees. Additional Services include, but are not limited to: services associated with the payment of a stock dividend, a stock split, a corporate reorganization, mass issuance, or an unvested stock program; DWAC services provided to broker dealers; audit services; regulatory reports; services provided to a vendor of Company; services related to special meetings; Notice and Access Services; or any services associated with a special project.

 

Services required by legislation or regulatory fiat which become effective after the date of acceptance of this Schedule shall not be a part of the Services and may be subject to additional fees.

 

5.                                      Billing Definition of Number of Accounts

 

For billing purposes, the number of Accounts will be based on open Accounts on file at the beginning of each billing period, plus any new Accounts added during that period. An open Account shall mean the Account of each Shareholder which Account shall hold any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

 

6.                                      Out-of-Pocket Expenses

 

In addition to the fees above, Company agrees to reimburse Agent for out-of-pocket expenses, including but not limited to postage, forms, envelopes, printing, enclosing, fulfillment, NCOA searches, telephone, taxes, records storage, exchange and broker fees. In addition, any other expenses incurred by Agent at the request or with the consent of Company, will be reimbursed by Company.

 

Postage expenses in excess of $5,000 for Shareholder mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than $5,000 will be billed as incurred.

 

Company will be responsible for overtime charges assessed in the event of a late delivery to Agent of Company material for mailings to Shareholders, unless the mail date is rescheduled. Such material includes, but is not limited to, proxy statements, quarterly and annual reports and news releases.

 

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Computershare Inc.
    	
 
    	
 
    
	
Computershare Trust Company, N. A.
    	
 
    	
MVC Capital, Inc.
    
	
 
    	
 
    	
 
    
	
On Behalf of Both Entities:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Dennis V. Moccia
    	
 
    	
By:
    	
/s/   Jaclyn Rothchild
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Dennis   V. Moccia
    	
 
    	
Name:
    	
Jaclyn   Rothchild
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Manager,   Contract Administration
    	
 
    	
Title:
    	
VP &   Secretary
    


 

[SIGNATURE PAGE TO FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES]

 

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