FEE AND SERVICE SCHEDULE FOR
STOCK TRANSFER SERVICES
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.
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.
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.
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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.
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Lost
Owner/Shareholder Search Services
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SEC
Electronic Database
Search $2.00
per account searched
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Page 1
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Annual administrative services as
Transfer Agent and Registrar for the common stock of the
company
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Assignment of relationship
manager
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Maintain 1,000 registered
shareholder accounts (additional accounts to be billed at $6.00
each per year)
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Create new shareholder
accounts
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Post and acknowledge address
changes
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Process other routine file
maintenance adjustments
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Post all transactions, including
debit and credit certificates, to the shareholder file
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Respond to requests for audit
confirmations
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Perform OFAC (Office of Foreign
Asset Control) and Patriot Act reporting
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Obtain tax certifications
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Issuance, cancellation and
registration of shares
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Process all legal transfers as
appropriate
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Combine certificates into larger
and/or smaller denominations
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Replace lost certificates in
accordance with UCC guidelines and Computershare policy (subject to
shareholder-paid fee and bond premium)
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Place, maintain and remove
stop-transfer notations
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The
processing of up to 100 stock option issuances, per annum,
additional to be billed at $25.00 per stock option
issuance
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Shareholder
Communications
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Provide company-specific Shareholder
contact number;
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Provide IVR 24/7 (subject to system
maintenance);
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Respond to Shareholder inquiries
(written, e-mail and web);
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Record all Shareholder
calls;
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Scan and image incoming
correspondence from Shareholders;
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Direct
Registration System (“DRS”)
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Register, issue and transfer DRS
book-entry shares
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Issue DRS statements of
holding
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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
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Provide Internet access to
“Issuer Online,” desktop access to corporate and
Shareholder information administered by Computers
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