Report of Audit Committee
The information contained in this report shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the 1934 Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the 1934 Act.
The independent accountants are responsible for performing an independent audit of the Funds financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles in the United States of America and for auditing and reporting on the effectiveness of the Funds internal control over financial reporting.
In connection with the Funds audited financial statements for the fiscal year ended October 31, 2017, the Audit Committee: (i) reviewed and discussed with management the Funds audited financial statements for the fiscal year ended October 31, 2017; (ii) discussed with the independent auditors of the Fund for the fiscal year ended October 31, 2017, the matters required to be discussed by Statements on Auditing Standards (SAS) No. 61 (Codification of Statements on Auditing Standards, AU § 380); (iii) received the written disclosures and a letter from Grant Thornton LLP regarding, and discussed with Grant Thornton LLP, its independence; and (iv) authorized the inclusion of the audited financial statements of the Fund for the fiscal year ended October 31, 2017 in the Funds Annual Report to Stockholders for filing with the SEC.
Each of the current members of the Audit Committee, Messrs. Dominianni, Hellerman and Taylor, is considered an Independent Director. Each member of the Audit Committee meets the applicable independence and experience requirements, and the Board has determined that Mr. Hellerman is an audit committee financial expert, as defined under Item 407(d)(5) of Regulation S-K of the 1934 Act. Mr. Hellerman is the Chairman of the Audit Committee.
The Audit Committee has approved, and recommended to the Board that it approve, Grant Thornton LLP to serve as the Funds independent registered public accounting firm for the fiscal year ending October 31, 2018 and that the selection of Grant Thornton LLP be submitted to the Funds stockholders for ratification.
The Audit Committee
Gerald Hellerman (Chairman)
Emilio Dominianni
William Taylor
19
VOTE REQUIRED
The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the Meeting is required to ratify the selection of Grant Thornton LLP as independent registered public accounting firm for the Fund for the period ending October 31, 2018.
The Board recommends a vote FOR the ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the Fund
for the period ending October 31, 2018.
VOTING INFORMATION
A quorum is constituted by the presence in person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote at the Meeting. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker non-votes will be treated as shares that are present at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a quorum is present at the Meeting but sufficient votes to approve any proposal are not received, the persons named as proxies, or their substitutes, may propose one or more adjournments of the Meeting to permit the further solicitation of proxies. Any adjourned session or sessions may be held after the date set for the Meeting without notice, except announcement at the Meeting (or any adjournment thereof); provided, that if the Meeting is adjourned to a date that is more than 30 days after the date for which the Meeting was originally called, written notice will be provided to stockholders. Any adjournment will require the affirmative vote of a majority of the shares represented at the Meeting in person or by proxy. In the event an adjournment is proposed because a quorum is not present for the proposals, the persons named as proxies will vote those proxies they are entitled to vote FOR all of the nominees or FOR the ratification of the selection of Grant Thornton LLP in favor of such adjournment, and will vote those proxies required to WITHHOLD on any nominee or AGAINST the ratification of the selection of Grant Thornton LLP, against any such adjournment.
Most beneficial owners whose shares are held in street name will receive voting instruction forms from their banks, brokers or other agents, rather than the Funds Proxy Card. A number of banks and brokerage firms are participating in a program that offers a means to grant proxies to vote shares via the Internet or by telephone. If your shares are held in an account with a bank or broker participating in this program, you may grant a proxy to vote those shares via the Internet or telephonically by using the website or telephone number shown on the instruction form received from your broker or bank.
EXPENSES OF SOLICITATION
The cost of preparing, assembling and mailing this Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed Proxy Card, as well as the costs associated with the proxy solicitation, if necessary, will be borne by the Fund.
OTHER MATTERS AND ADDITIONAL INFORMATION
Other Business at the Meeting.
The Board does not intend to bring any matters before the Meeting other than as stated in this Proxy Statement, and is not aware that any other matters will be presented for action at the
20
Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named as proxies to vote on such matters in accordance with their best judgment, unless specific instructions have been given.
Future Stockholder Proposals.
The Company will hold its 2019 Annual Meeting of Stockholders no later than June 30, 2019. The Company will publicly disclose the date of the 2019 Annual Meeting in a reasonable time in advance of the meeting date, in a manner reasonably calculated such that stockholders will be informed of the meeting date. Stockholders that desire to nominate directors for election at the 2019 Annual Meeting or to present a proposal to stockholders at the meeting must submit such nomination or proposal no later than 10 days following the date of public disclosure of the meeting date, to the Secretary of the Company at its principal executive office, 287 Bowman Avenue, 2nd Floor, Purchase, New York 10577.
If a stockholder intends to present a proposal at the 2019 Annual Meeting of Stockholders for inclusion in the Companys proxy statement and form of proxy for the meeting, the stockholder must deliver the proposal to the Secretary of the Company at its principal executive office, 287 Bowman Avenue, 2nd Floor, Purchase, New York 10577, within a reasonable time before the Company begins to print and send its proxy materials for the meeting. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the 1934 Act. The proposals must be submitted in a manner consistent with applicable law.
Results of Voting.
Stockholders will be informed of the voting results of the Meeting in a Form 8-K, which will be filed with the SEC on or before November 2, 2018.
ADDITIONAL INFORMATION ABOUT THE FUND
Other Information about the Investment Adviser.
The following individuals are the principal executive officers of our investment adviser. The principal business address of each such person is c/o The Tokarz Group Advisers LLC, at 287 Bowman Avenue, 2nd Floor, Purchase, NY 10577. The principal occupations of the following individuals are set forth under Election of Directors in Proposal 1 above.
Name
|
Position
|
Michael Tokarz
|
Manager
|
Warren Holtsberg
|
Co-Head of Portfolio Management
|
Scott Schuenke
|
Chief Financial Officer
|
Kevin Byrne
|
Chief Compliance Officer
|
Jaclyn Shapiro-Rothchild
|
Vice President and Secretary
|
Brokerage.
During the 2017 fiscal year, the Fund paid no brokerage commissions to any broker: (i) that is an affiliated person of the Fund; (ii) that is an affiliated person of such person; or (iii) an affiliated person of which is an affiliated person of the Fund, any principal underwriter, administrator or the Adviser.
Administrator.
U.S. Bancorp Fund Services, LLC, located at 777 E. Wisconsin Avenue, Milwaukee, WI 53202, serves as the administrator, custodian and accounting agent of the Fund.
21
Certain Relationships and Related Transactions.
The Fund has procedures in place for the review, approval and monitoring of transactions involving the Fund and certain persons related to the Fund. For example, the Fund has a Code of Ethics that generally prohibits, among others, any officer or director of the Fund from engaging in any transaction where there is a conflict between such individuals personal interest and the interests of the Fund. As a business development company, the 1940 Act also imposes regulatory restrictions on the Funds ability to engage in certain related party transactions. However, the Fund is permitted to co-invest in certain portfolio companies with its affiliates to the extent consistent with applicable law or regulation and, if necessary, subject to specified conditions set forth in an exemptive order obtained from the SEC. The Fund received an exemptive order from the SEC that allows it to co-invest, subject to certain conditions, with certain affiliated private funds in first lien, second lien, mezzanine, structured debt and structured equity investments in small and middle market businesses and to undertake certain follow-on investments in companies in which the Fund has already co-invested pursuant to the order. The Adviser has formed the TTGA C-I MMF LP (the Private Fund) and TTGA C-I LP funds, which were co-applicants for the granted exemptive relief. TTGA C-I LP Fund has not yet commenced operations. As a matter of policy, our Board has required that any related-party transaction (as defined in Item 404 of Regulation S-K) must be subject to the advance consideration and approval of the Independent Directors, in accordance with applicable procedures set forth in Section 57(f) of the 1940 Act.
The principal equity owner of the Adviser is Mr. Tokarz, our Chairman. Our senior officers and Mr. Holtsberg have other financial interests in the Adviser (
i.e.
, based on the Advisers performance). In addition, our officers and the officers and employees of the Adviser may serve as officers, directors or principals of entities that operate in the same or related line of business as we do or of investment funds managed by the Adviser or our affiliates. These related businesses currently include a private equity fund (the PE Fund), the establishment of which was authorized by our Board. As previously disclosed in our 10-K reports for the last three fiscal years, an indirect wholly-owned subsidiary of the Fund serves as the general partner and the Adviser serves as the portfolio manager of the PE Fund, and both entities receive a portion of the carried interest and management fees generated from the PE Fund. Our Board has approved a specific policy regarding the allocation of investment opportunities, which was set forth in the reports. Consistent with the Board-approved policy concerning the allocation of investment opportunities, the PE Fund received a priority allocation of all private equity investments that would otherwise have been non-diversified investments (investments that represent more than 5% of the Companys total assets or more than 10% of the outstanding voting securities of an issuer) for the Company during the PE Funds investment period, which ended on October 28, 2014.
Further, Mr. Tokarz is a co-founder of PPC Enterprises LLC (PPC), a registered investment adviser that provides advisory services to Series A of Public Pension Capital, LLC (the PPC Fund). As a result of this relationship and pursuant to a shared services arrangement with PPC, certain of PPCs principals and other PPC investment professionals may make themselves available, from time to time, to consult with the Adviser on investment matters relating to MVC or the PE Fund. In this connection, certain employees of PPC are associated persons of TTG Advisers when providing certain services on behalf of the Adviser and, in this capacity, are subject to its oversight and supervision. Likewise, the Adviser makes available to PPC certain investment professionals that are employed by the Adviser to provide services for PPC and the PPC Fund.
22
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the 1934 Act, and Section 30(h) of the 1940 Act, taken together, require that the Directors, officers of the Fund and beneficial owners of more than 10% of the equity securities of the Fund (collectively, Reporting Persons) file with the SEC reports of their beneficial ownership and changes in their beneficial ownership of the Funds securities. Based solely on its review of the copies of such reports, the Fund believes that each of the Reporting Persons who was a Reporting Person during the fiscal year ended October 31, 2017 has complied with applicable filing requirements.
Exhibit A attached hereto identifies holders of more than 5% of the shares of the Funds common stock as of September 18, 2018.
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By Order of the Board of Directors
|
|
|
|
Michael Tokarz
|
|
Chairman
|
September 24, 2018
Stockholders who do not expect to be present at the Meeting and who wish to have their shares voted are requested to mark, sign and date the enclosed Proxy Card and return it in the enclosed envelope. No postage is required if mailed in the United States. Alternatively, you have the ability to vote your shares by the Internet or by telephone.
23
EXHIBIT A
The following table sets forth, as of September 18, 2018, each stockholder who owned more than 5% of the Funds outstanding shares of common stock, each current director, each nominee for director, the Funds executive officers, and the directors and executive officers as a group. Unless otherwise indicated, the Fund believes that each beneficial owner set forth in the table has sole voting and investment power.
Shareholder Name and Address
|
|
Amount of Shares
Owned
|
|
Percentage of
Fund Held
|
|
|
|
|
|
|
Wynnefield Partners Small Cap Value, L.P. I
450 7th Avenue, Suite 509
New York, NY 10123
|
|
1,587,023
|
(1)
|
|
|
8.43%
|
|
|
|
|
|
|
|
Leon G. Cooperman
St. Andrews Country Club
7118 Melrose Castle Lane
Boca Raton, FL 33496
|
|
1,470,445
|
(2)
|
|
|
7.81%
|
|
|
|
|
|
|
|
West Family Investments Inc.
1603 Orrington Avenue Suite 810
Evanston, IL 60201
|
|
1,211,629
|
(3)
|
|
|
6.44%
|
|
|
|
|
|
|
|
Interested Directors
|
|
|
|
|
|
|
Warren Holtsberg
|
|
8,000
|
|
|
|
*
|
Michael Tokarz
|
|
984,931
|
.56
|
|
|
5.23%
|
|
|
|
|
|
|
|
Independent Directors
|
|
|
|
|
|
|
Emilio Dominianni
|
|
59,670
|
.06
|
|
|
*
|
Phillip Goldstein
|
|
824,255
|
**
|
|
|
4.38%
|
Gerald Hellerman
|
|
65,000
|
|
|
|
*
|
Robert Knapp
|
|
368,746
|
.37
|
|
|
1.96%
|
William Taylor
|
|
50,473
|
.89
|
|
|
*
|
|
|
|
|
|
|
|
Nominee
|
|
|
|
|
|
|
Scott Krase
|
|
0
|
.0
|
|
|
*
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
Scott Schuenke
|
|
3,408
|
.15
|
|
|
*
|
Jaclyn Shapiro-Rothchild
|
|
3,563
|
.39
|
|
|
*
|
Kevin Byrne
|
|
0
|
.0
|
|
|
*
|
All directors, nominees and executive officers as a group
(11 in total)***
|
|
|
|
|
|
|
|
|
2,368,048.4
|
|
|
12.58%
|
(1) Based on information contained in the Form 13F filed with the SEC on August 14, 2018.
(2) Based on information contained in the Schedule 13D filed with the Commission on August 2, 2018.
(3) Based on information contained in the Schedule 13D/A filed with the Commission on September 18, 2018.
*
Less than 1%.
**
802,106 of these shares are owned by funds and accounts managed by Bulldog Investors, LLC. Mr. Goldstein is a principal of Bulldog Investors and a limited partner in certain of the funds. Mr. Goldstein disclaims all beneficial ownership in these shares to the extent of his pecuniary interest therein. For purposes of calculating the percentages set forth in the table, however, all of Mr. Goldsteins 824,255 shares have been counted as being beneficially owned. Based on information provided by Bulldog Investors, LLC.
***Unless indicated by footnote above, none of the Directors or Executive Officers Shares are pledged as security.
A-
1
EXHIBIT B
MVC CAPITAL, INC.
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
January 26, 2010
This charter sets forth the purpose, authority and responsibilities of the Audit Committee of the Board of Directors (the Board) of MVC Capital, Inc. (the Fund), a Delaware corporation.
Purposes
The Audit Committee of the Board (the Committee) has as its primary purposes:
(i) oversight responsibility with respect to: (a) the adequacy of the Funds accounting and financial reporting processes, policies and practices; (b) the integrity of the Funds financial statements and the independent audit thereof; (c) the adequacy of the Funds overall system of internal controls and risk management processes (to the extent not separately evaluated and monitored by the full Board) and, as appropriate, the internal controls of certain service providers; (d) the Funds compliance with certain legal and regulatory requirements; (e) determining the qualification and independence of the Funds independent auditors; and (f) the Funds internal audit function, if any; and
(ii) oversight of the preparation of any report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission (SEC) for inclusion in the Funds annual proxy statement with respect to the election of directors.
Authority
The Committee has been duly established by the Board and shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Fund. The Committee has the authority and responsibility to retain and terminate the Funds independent auditors. In connection therewith, the Committee must evaluate the independence of the Funds independent auditors and receive the auditors specific representations as to their independence.
Composition and Term of Committee Members
The Committee shall be comprised of a minimum of three Directors of the Board. To be eligible to serve as a member of the Committee, a Director must be an Independent Director, which term shall mean a Director who is not an interested person, as defined in the Investment Company Act of 1940, as amended, of the Fund. The members of the Committee shall designate one member to serve as Chairman of the Committee.
Each member of the Committee shall serve until a successor is appointed.
The Board must determine whether: (i) the Committee has at least one member who is an audit committee financial expert, (ACFE) as such term is defined in the rules adopted under Section 407 of the Sarbanes-Oxley Act of 2002; (ii) the Committee has at least one member who possesses accounting and financial management expertise (as such term is described under the New York Stock Exchange Listing Requirements) which may be based on past employment expertise, professional certification in accounting
B-
1
or other
comparable experience or background that indicates an individuals financial sophistication; and (iii) each member of the Committee possesses sufficient financial literacy, as required under the New York Stock Exchange Listing Requirements. The designation of a person as an ACFE is not intended to impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor does it decrease the duties and obligations of other Committee members or the Board.
Meetings
The Committee shall meet on a regular basis and no less frequently than quarterly. The Committee shall meet, at a minimum, within 90 days prior to the filing of each annual and quarterly report of the Fund on Forms 10-K and 10-Q, respectively. Periodically, the Committee shall meet to discuss with management the annual audited financial statements and quarterly financial statements, including the Funds disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations. Periodically, the Committee should meet separately with each of management, any personnel responsible for the internal audit function and, if deemed necessary, the Funds administrator and independent auditors to discuss any matters that the Committee or any of these persons or firms believe should be discussed privately. The Committee may request any officer or employee of the Fund, or the Funds legal counsel (or counsel to the Independent Directors of the Board) or the Funds independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
Minutes of each meeting will be taken and circulated to all members of the Committee in a timely manner.
Any action of the Committee requires the vote of a majority of the Committee members present, whether in person or otherwise, at the meeting at which such action is considered. At any meeting of the Committee, (i) any two members of the Committee or (ii) one member of the Committee if this member is the Chairman of the Committee, shall constitute a quorum for the purpose of taking any action.
Duties and Powers and of the Committee
The duties and powers of the Committee include, but are not limited to, the following:
·
bears direct responsibility for the appointment, compensation, retention and oversight of the work of the Funds independent auditors (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Fund, and the independent auditors must report directly to the Committee;
·
set the compensation for the independent auditors, such amount to be paid by the Fund;
·
evaluate the independence of the Funds independent auditors and receive the auditors specific representations as to their independence;
·
to the extent required by applicable law, pre-approve: (i) all audit and non-audit services that the Funds independent auditors provide to the Fund and (ii) all non-audit services that the Funds independent auditors provide to the Funds investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund,
B-
2
if the engagement relates directly to the operations and financial reporting of the Fund (To the extent specifically authorized by the Audit Committee, the Chairman of the Audit Committee may pre-approve the provision of any non-audit services to the Fund.);
·
meet with the Funds independent auditors, including private meetings, as necessary to (i) review the arrangements for and scope of the annual audit and any special audits; (ii) discuss any matters of concern relating to the Funds financial statements, including any adjustments to such statements recommended by the auditors, or other results of the audit; (iii) review any audit problems or difficulties with managements response; (iv) consider the auditors comments with respect to the Funds financial policies, procedures and internal accounting controls and managements responses thereto; and (v) review the form of opinion the auditors propose to render to the Directors and the shareholders of the Fund;
·
review reports prepared by the Funds independent auditors detailing the fees paid to the Funds independent auditors for: (i) audit services (includes all services necessary to perform an audit, services provided in connection with statutory and regulatory filings or engagements and other services generally provided by independent auditors, such as comfort letters, statutory audits, attest services, consents and assistance with, and review of, documents filed with the SEC); (ii) audit-related services (covers assurance and due diligence services, including, employee benefit plan audits, due diligence related to mergers and acquisitions, consultations and audits in connection with acquisitions, internal control reviews and consultations concerning financial accounting and reporting standards); (iii) tax services (services performed by a professional staff in the accounting firms tax division, except those services related to the audit, including tax compliance, tax planning and tax advice); and (iv) other services (includes financial information systems implementation and design);
·
ensure that the Funds independent auditors prepare and deliver annually to the Committee a written statement (the Auditors Statement) describing: (i) the auditors internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditors and the Fund, including each non-audit service provided to the Fund and the matters set forth in Independence Standards Board No. 1;
·
prior to filing an annual report with the SEC, receive and review a written report, as of a date 90 days or less prior to the filing, to the Committee from the Funds independent auditors regarding any: (i) critical accounting policies to be used; (ii) alternative accounting treatments that have been discussed with the Funds management along with a description of the ramifications of the use of such alternative treatments and the treatment preferred by the independent auditors; and (iii) material written communications between the auditor and management of the Fund;
·
oversee the Funds internal controls and annual and quarterly financial reporting process, including results of the annual audit. Oversee internal accounting controls relating to the activities of the Funds custodian, investment adviser and administrator through the periodic review of reports, discussions with appropriate officers and consideration of reviews provided by internal audit staff;
B-
3
·
establish procedures for: (i) the receipt, retention and treatment of complaints received by the Fund from any source regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission from employees of the Fund and its service providers of concerns regarding questionable accounting or auditing matters;
·
review of any issues brought to the Committees attention by independent public accountants or the Funds management, including those relating to any deficiencies in the design or operation of internal controls which could adversely affect the Funds ability to record, process, summarize and report financial data, any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the Funds internal controls;
·
review and evaluate the qualifications, performance and independence of the lead partner of the Funds independent auditors;
·
require the Funds independent auditors to report any instance of an audit partner of those auditors earning or receiving compensation based on that partner procuring engagements with the Fund to provide any services other than audit, review or attest services;
·
resolve any disagreements between the Funds management and independent auditors concerning the Funds financial reporting;
·
to the extent there are Directors who are not members of the Committee, report its activities to the Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate;
·
discuss and approve any Fund press releases relating to its financial statements (to the extent such releases are not discussed and approved by the Valuation Committee, the Board or the Chairman of the Committee);
·
to the extent not separately evaluated and monitored by the full Board, oversee the Funds risk management processes, including risks relating to investments, compliance and valuations, and discuss any policies with respect to risk management;
·
set clear hiring policies for employees or former employees of the independent auditors;
·
conduct an annual performance evaluation of the Committee;
·
review the Committees charter at least annually and recommend any material changes to the Board; and
·
review such other matters as may be appropriately delegated to the Committee by the Board.
B-
4
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing Proxy Cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your Proxy Card properly.
1.
Individual Accounts
: Sign your name exactly as it appears in the registration on the Proxy Card.
2.
Joint Accounts
: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the Proxy Card.
3.
All Other Accounts
: The capacity of the individual signing the Proxy Card should be indicated unless it is reflected in the form of registration. For example:
Registration
|
|
Valid Signatures
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CORPORATE ACCOUNTS
|
|
(1) ABC Corp.
|
ABC Corp.
|
(2) ABC Corp.
|
John Doe, Treasurer
|
(3) ABC Corp. c/o John Doe, Treasurer
|
John Doe
|
(4) ABC Profit Sharing Plan
|
John Doe, Treasurer
|
TRUST ACCOUNTS
|
|
(1) ABC Trust
|
Jane B. Doe, Trustee
|
(2) Jane B. Doe, Trustee u/t/d 12/28/78
|
Jane B. Doe
|
CUSTODIAL OR ESTATE ACCOUNTS
|
|
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. UGMA
|
John B. Smith
|
(2) John B. Smith
|
John B. Smith, Jr., Executor
|
. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals Board of Directors Recommends a Vote FOR proposals 1 and 2. 1. To elect eight nominees to serve as members of the Board of Directors of the Fund: + For Withhold For Withhold For Withhold 01 - Emilio Dominianni 02 - Phillip Goldstein 03 - Gerald Hellerman 04 - Warren Holtsberg 05 - Robert Knapp 06 - Scott Krase 07 - William Taylor 08 - Michael Tokarz For Against Abstain 2. To ratify the selection of Grant Thornton LLP as the Funds independent registered public accounting firm for fiscal year 2018. 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. + 1 U P X 3 8 8 5 9 2 2 02WVEC B A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy MVC Capital, Inc. Annual Meeting of MVC Capital, Inc. Date: Time: Place: October 30, 2018 3:30 P.M. (Eastern Time) Offices of Kramer Levin Naftalis and Frankel LLP 1177 Avenue of the Americas, New York, NY 10036 The undersigned hereby appoints Michael Tokarz and Scott Schuenke, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all shares of capital stock of MVC Capital, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO OTHER DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1, FOR THE PROPOSAL IN ITEM 2, AND AUTHORITY WILL BE DEEMED GRANTED UNDER ITEM 3. All votes must be received by 11:59 P.M., Eastern Time, October 29, 2018.