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FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES

Fee Agreement

FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES | Document Parties: MVC CAPITAL, INC. | COMPUTERSHARE INC. | COMPUTERSHARE TRUST COMPANY, N.A You are currently viewing:
This Fee Agreement involves

MVC CAPITAL, INC. | COMPUTERSHARE INC. | COMPUTERSHARE TRUST COMPANY, N.A

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Title: FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES
Date: 9/8/2009
Industry: Misc. Financial Services     Sector: Financial

FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES, Parties: mvc capital  inc. , computershare inc. , computershare trust company  n.a
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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

Page 1


 

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

Page 2


 

      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

 

 
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