exv10w1






Exhibit
10.1





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 is by and between, Computershare Inc. (formerly known as
Computershare Shareholder services, inc.) (“Computershare”) and Computershare Trust Company, N.A.
(the “Trust Company”), (collectively, “Transfer Agent”) or individually “Computershare” and the
“Trust Company, respectively and MVC Capital, Inc. (the “Company”), whereby the Transfer Agent will
perform the following services for the Company. This Fee and Service Schedule (“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.




TERM



The fees set forth in this Schedule shall be effective for a period of three (3) years, commencing
from the effective date of July 1, 2009 (the
“Initial Term”). Sixty (60) days before the expiration
of the Initial Term or a Renewal Term, whichever is applicable, the parties to this Agreement will
agree upon a Fee Schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon,
provided that service mix and volumes remain constant, the fees listed in the Schedule shall be
increased (a) by the accumulated change in the National Employment Cost Index for Service Producing
Industries (Finance, Insurance, Real Estate) for the preceding years of the contract, as published
by the Bureau of Labor Statistics of the United States Department of Labor; or (b) to the Transfer
Agent’s minimum fees then in effect, whichever is greater. Fees will be increased on this basis for
each successive Agreement anniversary thereafter.




FEES




Ongoing Account Management*



This fee covers all administration of the services listed in the services section except as
noted below. Out of pocket costs associated with providing these services will be charged
separately.




$1,250.00*     Per Month





 





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





Lost Owner/Shareholder Search Services





	 	•	 	SEC Electronic Database Search               $2.00 per account searched






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SERVICES




     Administrative Services




	 	•	 	Annual administrative services as Transfer Agent and Registrar for the common stock of the
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
	 
	 	•	 	Respond to requests for audit confirmations
	 
	 	•	 	Perform OFAC (Office of Foreign Asset Control) and Patriot Act
reporting
	 
	 	•	 	Obtain tax certifications





     Share Issuance




	 	•	 	Issuance, cancellation and registration of shares
	 
	 	•	 	Process all legal transfers as appropriate
	 
	 	•	 	Combine certificates into larger
and/or smaller denominations
	 
	 	•	 	Replace lost certificates in accordance with UCC guidelines and Computershare policy
(subject to shareholder-paid fee and bond premium)
	 
	 	•	 	Place, maintain and remove stop-transfer notations





     Special Issuances




	 	•	 	The processing of up to 100 stock option issuances, per annum, additional to
be billed at $25.00 per stock option issuance





     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 all 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
	 
	 	•	 	Process Web, IVR, telephone and written sale requests for DRS shares (sale
fees charged to
Shareholder), pursuant to the terms and conditions, including applicable fees, of
the DRS Sales Facility





     Online Access




	 	•	 	Provide Internet access to “Issuer Online,” desktop access to corporate and
Shareholder information administered by Computershare, 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 Internet access to “Investor Centre,” which provides Shareholder
account information, transaction capabilities, and downloadable forms and FAQs
	 
	 	•	 	Provide On-Demand Reporting to allow Company to generate non-standard reports
24/7 at Transfer Agent’s standard fee for such reports




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     Dividend Services




	 	•	 	Receive full funding one day prior to payable date by 11:00
a.m., Eastern Standard Time via
Federal Funds Wire, ACH or Demand Deposit Account debit
	 
	 	•	 	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
	 
	 	•	 	Perform the following duties as required by the Interest and Dividend Tax Compliance
Act of 1983:






	 	•	 	Withhold tax from Shareholder accounts not in compliance with the provisions of the
Act 
	 
	 	•	 	Reconcile and report taxes withheld, including additional
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





     ACH Services




	 	•	 	Review cards for accuracy and completeness and identifying cards with incomplete
information
	 
	 	•	 	Mail cure letter to Shareholders with incomplete cards
	 
	 	•	 	Identify cards received after the cut-off date
	 
	 	•	 	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
	 
	 	•	 	Code cards received after cut-off date
	 
	 	•	 	Calculate on a quarterly basis the Share breakdown for ACH vs. other dividend payments
and notifying the 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 authorization cards





     Dividend
Reinvestment Services




	 	•	 	Invest Dividend Reinvestment and Optional Cash Purchases per the plan document
	 
	 	•	 	Reinvestment and/or cash investment transactions of Dividend Reinvestment Plan
participant accounts
	 
	 	•	 	Coordinate the mailings statement to Plan participant when activity occurs
	 
	 	•	 	Coordinate the email notification to Plan participant of the online availability of
plan statements
	 
	 	•	 	Process automatic monthly investments via ACH
	 
	 	•	 	Maintain DRP accounts and establishing new participant accounts
	 
	 	•	 	Process sale, termination and withdrawal requests
	 
	 	•	 	Supply summary reports for each reinvestment/investment
	 
	 	•	 	Receive certificates for conversion to DRP shares
	 
	 	•	 	Coordinate the mailing of Form 1099 to participants, including DRP participants and
related filings
with the IRS




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     International Currency Exchange Services




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





     Annual Meeting Services




	 	•	 	Prepare a full Shareholder list as of the Annual Meeting Record Date
	 
	 	•	 	Address proxy cards for all registered Shareholders
	 
	 	•	 	Coordinate the mailing of the proxy card, proxy statement, return envelope and Annual
Report to all registered Shareholders
	 
	 	•	 	Receive, open and examine returned proxies
	 
	 	•	 	Tabulate returned proxies
	 
	 	•	 	Provide on-line access to proxy vote status
	 
	 	•	 	Attend Annual Meeting as Inspector of Election (travel expenses billed as incurred)
	 
	 	•	 	Prepare a final Annual Meeting list reflecting how each account has voted on each
proposal
	 
	 	•	 	Establish E-proxy vote services for proxy voting (transactional fees and out-of-pocket
expenses to be billed separately)
	 
	 	•	 	Establish a consent site to facilitate Electronic Distribution of Annual Meeting materials
for the registered shareholder file (transactional fees and out-of-pocket expenses to be
billed separately)





     Mailing, Reporting and Miscellaneous Services




	 	•	 	Address and enclose company-provided materials, three (3) per annum for registered shareholders





     Additional Annual Meeting Services (SUBJECT TO ADDITIONAL FEES)




	 	•	 	Electronic delivery of proxy material
	 
	 	•	 	Accept and load other related proxy files, 401K, ESPP and other stock issues not on our
recordkeeping system
	 
	 	•	 	Match load related proxy files to registered Shareholder base to eliminate duplicate
mailings
	 
	 	•	 	Provide householding of materials to the same address
	 
	 	•	 	Provide Internet and telephone voting
	 
	 	•	 	Provide services related to notice and access requirements including web hosting of
materials, notice only mailings, and mixed mailings.
	 
	 	•	 	Provide proxy solicitation services by Georgeson
	 
	 	•	 	Broker search and beneficial or “street holder” distribution
	 
	 	•	 	Provide financial printing of 10ks, proxy statements and other related documents





     Direct Filing of Abandoned 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 Preliminary and Final Abandoned Property Reports
	 
	 	•	 	Prepare and file checks for each state covering unclaimed funds as per state
requirements
	 
	 	•	 	Issue and file 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
several States and responding, after appropriate research, to Shareholder inquiries
relating to same





     Lost Owner/Shareholder Search Services




	 	•	 	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 abandoned property held to Shareholders upon receipt of signed verification form




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Additional Services



Items not included in the fees and services set forth in this Schedule include, but are not limited
to, services associated with the payment of a stock dividend, stock split, corporate
reorganization, restricted stock vestment program, DWAC services provided to broker dealers, audit
services, or any services associated with a special project are to be billed separately, on an
appraisal basis.



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 Standard Services and shall be billed by
appraisal. All additional services not specifically covered under this schedule will be billed by
appraisal, as applicable.




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
of stock held by such Shareholder, outstanding funds, or reportable tax information.




Out-of-Pocket Expenses



In addition to the fees above, the Company agrees to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to postage, forms, telephone, taxes, records storage, exchange
and broker fees, or advances incurred by the Transfer Agent for the items set out in Exhibit A
attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or
with the consent of the Company, will be reimbursed by the Company.




Bank Accounts



The Company acknowledges that the bank accounts maintained by Computershare in connection with the
services hereunder will be in its name and that Computershare may receive investment earnings in
connection with the investment at Computershare’s risk and for its benefit of funds held in those
accounts from time to time.




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ACCEPTANCE



In witness whereof, the parties hereto have caused this Fee and Service Schedule to be
executed by their respective officers, hereunto duly agreed and authorized, as of the
effective date of this Fee and Service Schedule.




	 	 	 	 	 	 	 	 	 	 	 
	Computershare Inc.	 	 	 	 	 	 	 	 
	Computershare Trust Company, N. A.	 	 	 	MVC Capital, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	On Behalf of Both Entities:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dennis V. Moccia
	 	 	 	By:
	 	/s/ Jaclyn Shapiro
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Dennis V. Moccia
	 	 	 	Name:
	 	Jaclyn Shapiro	 	 
	Title:

	 	Manager, Contract Administration
	 	 	 	Title:
	 	Vice President & Secretary	 	 





This Fee and Service Schedule shall serve as an attachment to the Transfer Agency and Service
Agreement dated June 1, 2003.




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Exhibit A 

Out of Pocket Expenses



Out of pocket expenses associated with, but not limited to, the following are not included in the
fees quoted in this Fee and Service Schedule and are billable as incurred.





	 	•	 	Postage (outgoing and business reply)
	 
	 	•	 	Envelopes
	 
	 	•	 	Forms and stationery
	 
	 	•	 	Printing
	 
	 	•	 	Enclosing (proxy cards, dividend checks, etc.)
	 
	 	•	 	Fulfillment (transfer packages, new account packages, DRIP enrollment packages)
	 
	 	•	 	Proxy proof set-up
	 
	 	•	 	Record retention
	 
	 	•	 	Insurance premiums (mailing certificates)
	 
	 	•	 	Delivery and freight charges (including overnight delivery; Airborne Express,
FedEx, etc.)
	 
	 	•	 	Destruction of excess/obsolete material
	 
	 	•	 	Telephone usage and line expenses
	 
	 	•	 	Regulatory reports
	 
	 	•	 	NCOA searches





Please Note:



Good funds to cover postage expenses in excess of $10,000 for Shareholder mailings must be received
in full by 12:00 p.m. Eastern Time on the scheduled mailing date. Postage expenses less than
$10,000 will be billed as incurred.





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