Exhibit k.6
MEVC ▇▇▇▇▇▇ ▇▇▇▇▇▇ JURVETSON FUND I, INC.
AMENDMENT TO THE
FUND ADMINISTRATION SERVICING AGREEMENT
THIS AMENDMENT dated as of October 29, 2004, to the Fund Administration
Servicing Agreement, dated as of November 1, 2002, (the "Agreement"), is entered
by and between MEVC ▇▇▇▇▇▇ ▇▇▇▇▇▇ JURVETSON FUND I, INC., a Delaware corporation
(the "Trust" or the "Fund") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin
limited liability company ("USBFS"), (collectively "the Parties") shall be as
follows:
WHEREAS, the Parties have entered into a Fund Administration Servicing
Agreement; and
WHEREAS, the Trust and USBFS desire to amend said Agreement; and
WHEREAS, Paragraph 6 of the Agreement allows for its amendment by a
written instrument executed by both parties.
NOW, THEREFORE, the Parties agree as follows:
A. In consideration of the promises and mutual convenants in the Agreement
and this Amendment, and other good and valuable consideration, the receipt
of which is hereby acknowledged, MVC Financial Services, Inc., a Delaware
corporation ("MVC Financial" or "Corporation") intends to be legally bound
by the Agreement and this Amendment as a party to the Agreement and this
Amendment.
B. Effective immediately, all references to MeVC ▇▇▇▇▇▇ ▇▇▇▇▇▇ Jurvetson
Fund, Inc. shall be deleted and replaced with MVC Capital, Inc. ("MVC
Capital").
C. Paragraph 2 of the Agreement is amended to add additional fund
administration services performed by USBFS for MVC Financial as follows:
USBFS shall provide the following fund administration services for
MVC Financial, including but not limited to:
A. General Fund Management:
(1) Audits (as they relate to Fund operations or
business):
a. Prepare appropriate schedules and assist
independent auditors.
b. Provide information to the SEC and
facilitate audit process.
c. Provide office facilities.
(2) Pay Corporation expenses upon written
authorization from the Fund.
A-1
B. Compliance:
(1) SEC Reporting:
a. Prepare and file consolidated financial
statements with MVC Capital.
C. SEC Inspections:
(1) Assist in producing materials requested by the
SEC, as applicable to the Fund.
(2) Maintain records of all materials produced as
requested by the SEC, as applicable to the Fund.
D. Financial Reporting:
(1) Provide financial data required by the
Corporation.
(2) Prepare financial reports for Corporation
officers.
(3) Supervise the Fund's fund accountants in the
maintenance of the Fund's general ledger and in
the preparation of the Corporation's consolidated
financial statements.
(4) Prepare quarterly consolidated financial
statements in conjunction with the Fund, which
include without limitation the following items:
a. Schedule of Investments
b. Statement of Assets and Liabilities
c. Statement of Operations
d. Statement of Changes in Net Assets
e. Cash Statement
f. Schedule of Capital Gains and Losses
g. Schedule of Shareholder's Equity.
E. Tax Reporting:
(1) If requested by the Corporation, provide book
basis general ledger to the tax preparer the
Corporation independently retains.
The existing services performed by USBFS for the Fund defined in Paragraph
2 of Agreement remain in full force and effect.
D. All references to the Fund in Paragraphs 1, 4, 5, 6, 7 and 9 of the
Agreement shall be deleted and replaced with the Fund and/or Corporation.
E. All references to the party or parties to the Agreement shall include the
Fund, the Corporation and UBSFS.
F. Paragraph 13 of the Agreement is amended for any notice required or
permitted to be given to include the Corporation. Notice to the
Corporation shall be sent to:
MVC Financial Services, Inc.
2
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
G. Exhibit A of the Agreement is hereby superceded and replaced with Exhibit
A attached hereto.
Except to the extent supplemented hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the date
and year referenced above.
MVC CAPITAL, INC. MVC FINANCIAL SERVICES, INC.
By: ______________________________ By: ________________________________
Title: ___________________________ Title: _____________________________
U.S. BANCORP FUND SERVICES, LLC
By: _____________________________
Title: __________________________
3
EXHIBIT A
TO THE
FUND ADMINISTRATION SERVICING AGREEMENT
AND THE
FUND ACCOUNTING SERVICING AGREEMENT
AS AMENDED OCTOBER 29, 2004
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
Effective November 1, 2004, Aggregate Minimum Annual Fee of $130,000 or an asset
based fee of 12 basis points on the first $100 million, 10 basis points on the
next $200 million and 6 basis points thereafter, whichever is greater
(out-of-pockets not included).
Effective upon the completion of the MVC Capital, Inc. rights offering and
issuance of new shares (anticipated start date January ▇▇▇▇), ▇▇▇▇▇▇▇▇▇ Minimum
Annual Fee of $130,000 or an asset based fee of 10 basis points on the first
$100 million, 8 basis points on the next $200 million and 5 basis points
thereafter, whichever is greater (out-of-pockets not included).
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)
Per CMO - $1.50/month
Per Mortgage Backed - $0.25/month
Minimum - $300/month
FUND ADMINISTRATION
Postage, Stationery
Programming, Special Reports
Proxies, Insurance
▇▇▇▇▇ filing - Approx. $11.00/page
A-1
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
A-2