0000950134-06-003334 Sample Contracts

FIRST AMENDMENT TO THE AGREEMENT
Management Agreement • February 21st, 2006 • MVC Capital, Inc.

THIS FIRST AMENDMENT TO THE AGREEMENT dated as of October 31, 2005 (this “Amendment”), is executed by and between MVC Capital, Inc., a Delaware corporation (the “Fund”) and Michael Tokarz (“Tokarz”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 21st, 2006 • MVC Capital, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of January, 2006, by and between MVC Capital, Inc. (the “Fund”) and MVC Financial Services, Inc. (“MVCFS”), both Delaware corporations, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Contract
Custody Agreement • February 21st, 2006 • MVC Capital, Inc.

THIS AMENDMENT dated as of this ___ day of February, 2006, to the Custody Agreement, dated November 1, 2002 (the “Agreement”), is entered into by and between MVC Capital, Inc., a Delaware corporation (the “Corporation”) and U.S. Bank, N.A., a national banking association (the “Custodian”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 21st, 2006 • MVC Capital, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of January, 2006, by and between MVC Capital, Inc. (the “Fund”) and MVC Financial Services, Inc. (“MVCFS”), both Delaware corporations, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

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