EX-10.3







EXHIBIT 10.3




MVC CAPITAL, INC.

FIRST AMENDMENT TO THE FUND ACCOUNTING

SERVICING AGREEMENT




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



RECITALS





WHEREAS, the parties have entered into an Agreement; and




WHEREAS, the Fund, MVCFS and USBFS desire to amend the length and the fees of the Agreement; and




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




NOW, THEREFORE, the parties agree as follows:




Section 11. Term of Agreement; Amendment, is hereby superseded and replaced with the following
Section 11:




Section 11. Term of Agreement; Amendment.




This Agreement shall become effective as of March 1, 2009 and will continue in effect for a period
of three (3) years; provided, however, this Agreement may be terminated by any party upon giving
ninety (90) days prior written notice to the other party or such shorter period as is mutually
agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any
party upon the breach of the other party of any material term of this Agreement if such breach is
not cured within 15 days of notice of such breach to the breaching party. This Agreement may be
amended by mutual written consent of the parties.




Exhibit A, the fee schedule of the Agreement, is hereby superseded and replaced with Exhibit A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



4/06/09



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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	MVC CAPITAL, INC.	 	 	 	U.S. BANCORP FUND SERVICES, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Peter Seidenberg	 	 	 	By:	 	/s/ Michael R. McVoy	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed Name:

Title:
	 	Peter Seidenberg

CFO
	 	 	 	 	 	Printed  Name:

Title:
	 	Michael R. McVoy

Executive Vice President	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	MVC FINANCIAL SERVICES, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Peter Seidenberg	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Printed  Name:

Title:
	 	Peter Seidenberg

CFO
	 	 	 	 	 	  	 	 	 	 






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Exhibit A

to the Fund Administration Servicing Agreement
 and the Fund Accounting Servicing Agreement




FEE SCHEDULE effective 3/1/09 through 3/1/12



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




Annual Fee Schedule



Aggregate
Minimum Annual Fee of $180,000 or an asset based fee of 9 basis points on the first $100
million, 6 basis points on the next $200 million, 5 basis points on the next $700 million and 4
basis points thereafter, whichever is greater (out-of-pockets not included other than the SAS 70
Type II Report).



The monthly Fund aggregate fee shall be allocated 60% to MVC Capital, Inc. and 40% to MVC Financial
Services, LLC.




OUT-OF-POCKET
EXPENSES




SAS 70
Type II Reporting — Covering Only MVC Capital, Inc.

U.S. Bancorp Fund Services, LLC will pay up to $50,000 as an out-of-pocket expense,

The Fund then will pay the balance out of pocket expenses.




     Fund Accounting




All out-of-pocket expenses are billed monthly, included, but not limited to:

$.15 Domestic and Canadian Equities, Options

$.50 Corp/Gov/Agency Bonds, International Equities and Bonds

$.80 CMO’s, Municipal Bonds, Money Market Instruments
$125 Per fund per month — Mutual Funds




Corporate Action Services

$2.00 Per equity security per month

Manual Security Pricing

$125 per month — greater than 10/day

Factor Services (BondBuyer)

PerCMO — $1.50/month




Per Mortgage Backed —  $0.25/month

Minimum —  $300/month




Fund Administration




Postage, Stationery

Proxies, Insurance

EDGAR filing — Approx. $11.00/page

Retention of records

Federal and state regulatory filing fees

Certain insurance premiums

Expenses from board of directors meetings

Auditing and legal expenses

Blue Sky conversion expenses (if necessary)

All other out-of-pocket expenses





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