def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
MVC CAPITAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 28,
2007
MVC CAPITAL, INC.
NOTICE IS HEREBY GIVEN that the annual meeting (the
Meeting) of the stockholders of MVC Capital, Inc.
(the Fund) will be held at the offices of Schulte
Roth & Zabel LLP, 919 Third Avenue, New York, NY
10022, on June 28, 2007, 10:00 a.m. (Eastern time) for
the following purposes:
1. to elect six nominees to serve as members of the Board
of Directors of the Fund; and
2. to transact such other business as may properly come
before the meeting or any adjournment thereof.
The proposal is discussed in greater detail in the Proxy
Statement attached to this Notice. Stockholders of record at the
close of business on May 14, 2007 are entitled to receive
notice of and to vote at the Meeting. Each stockholder is
invited to attend the Meeting in person. If you cannot be
present at the Meeting, we urge you to mark, sign, date and
promptly return the enclosed Proxy Card so that the Meeting can
be held and a maximum number of shares may be voted. If you
received more than one Proxy Card, please be sure to mark, sign,
date and return each one.
IT IS
IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY.
If you do not expect to attend the Meeting, you are urged to
mark, sign, date and return without delay the enclosed Proxy
Card(s) in the enclosed envelope, which requires no postage if
mailed in the United States, so that your shares may be
represented at the Meeting. Instructions for the proper
execution of the Proxy Card(s) are set forth at the end of the
attached Proxy Statement. Instructions for telephone and
Internet voting (which may be available to you) are set forth on
the enclosed Proxy Card.
A proxy may be revoked at any time before it is exercised by
the subsequent execution and submission of a revised proxy, by
giving written notice of revocation to the Fund at any time
before the proxy is exercised or by voting in person at the
Meeting.
By Order of the Board of Directors,
Michael Tokarz
Chairman
May 25, 2007
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
TABLE OF CONTENTS
ANNUAL
MEETING OF STOCKHOLDERS
OF
MVC
CAPITAL, INC.
JUNE 28, 2007
287 Bowman Avenue
2nd Floor
Purchase, New York 10577
(914) 510-9400
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the
Board) of MVC Capital, Inc. (the Fund)
for use at the annual meeting of the stockholders of the Fund
(the Meeting), to be held at the offices of Schulte
Roth & Zabel LLP, 919 Third Avenue, New York, NY
10022, on June 28, 2007, 10:00 a.m. (Eastern time),
and at any adjournment thereof. This Proxy Statement, the
accompanying Notice of Annual Meeting of Stockholders, and the
enclosed Proxy Card(s) are expected to be mailed on or about
May 25, 2007.
A Proxy Card that is properly executed and returned to the Fund
prior to the Meeting will be voted as provided therein at the
Meeting and at any adjournment thereof. A proxy may be revoked
at any time before it is exercised by the subsequent execution
and submission of a revised proxy, by giving written notice of
revocation to the Fund at any time before the proxy is exercised
or by voting in person at the Meeting. Signing and mailing a
Proxy Card will not affect your right to give a later proxy or
to attend the Meeting and vote your shares in person.
The Board intends to bring before the Meeting the proposal that
is set forth in the Notice of Annual Meeting of Stockholders and
that is described in this Proxy Statement. The persons named as
proxies on the enclosed Proxy Card will vote all shares
represented by proxies in accordance with the instructions of
stockholders as specified on the Proxy Card. Abstentions and
broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. A broker
non-vote occurs when a broker submits a proxy card with
respect to shares of common stock held in a fiduciary capacity
(typically referred to as being held in street
name), but declines to vote on a particular matter because
the broker has not received voting instructions from the
beneficial owner nor does it have discretionary power to vote on
a particular matter. Under the rules that govern brokers who are
voting with respect to shares held in street name, brokers have
the discretion to vote such shares on routine matters, but not
on non-routine matters. For example, the election of directors
is a routine matter.
With respect to the election of each nominee to serve as a
member of the Board, abstentions and broker non-votes will not
have any effect on the outcome of the proposal.
In addition to soliciting proxies by mail, officers of the Fund
may solicit proxies by telephone or in person, without special
compensation.
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 provided to you by your broker or bank.
Only stockholders of record at the close of business on
May 14, 2007 (the Record Date) are entitled to
notice of, and to vote at, the Meeting. On the Record Date,
24,262,566 shares of the Fund were outstanding.
Each stockholder of record on the Record Date is entitled to one
vote for each share held.
In the event that a quorum is not present at the Meeting or at
any adjournment thereof, or in the event that a quorum is
present at the Meeting but sufficient votes to approve a
proposal are not received, one or more
1
adjournments of the Meeting may be proposed to permit further
solicitation of proxies. A stockholder vote may be taken with
respect to the Fund on some or all matters before any such
adjournment if a quorum is present and sufficient votes have
been received for approval. Any adjournment will require the
affirmative vote of a majority of the shares represented at the
Meeting in person or by proxy.
The Funds Annual Report on
Form 10-K
for the fiscal year ended October 31, 2006 (the
Report) has previously been furnished to the
stockholders of the Fund. The Report is not to be regarded as
proxy-soliciting material. A copy of the Report is available on
the Funds website at www.mvccapital.com and may be
obtained without charge, by writing to the Fund at 287 Bowman
Avenue, 2nd Floor, Purchase, New York 10577, or
by calling toll-free
1-800-426-5523.
The Funds next quarterly report on
Form 10-Q
is scheduled to be filed with the Securities and Exchange
Commission (SEC) on or before June 11, 2007.
THE
PROPOSAL
ELECTION
OF DIRECTORS
At the Meeting, stockholders will vote on a proposal to elect
six nominees to serve as directors of the Fund
(Directors). The nominees include Emilio Dominianni,
Gerald Hellerman, Warren Holtsberg, Robert Knapp, William Taylor
and Michael Tokarz. Each nominee is currently a member of the
Board.
The persons named as proxies on the enclosed Proxy Card intend,
in the absence of contrary instructions, to vote all proxies
they are entitled to vote in favor of the election of the six
nominees named above to serve as the Directors. Each of the
nominees has consented to stand for election and to serve if
elected. If elected, a nominee will serve for a term of one year
until the next annual meeting of stockholders after his
election. If any nominee should be unable to serve, an event
that is not now anticipated, the persons named as proxies will
vote for such replacement nominee as may be recommended by the
presently serving Directors.
Information regarding the nominees and the officers of the Fund,
including brief biographical information, is set forth below.
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(5)
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Number of
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Portfolios in
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(6)
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Fund Complex
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Other
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(2)
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(3)
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Overseen by
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Directorships
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Positions(s)
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Term of Office/
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(4)
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Director or
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Held by Director
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(1)
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Held with
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Length of Time
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Principal Occupation(s)
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Nominee for
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or Nominee for
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Name, Address and Age
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the Fund
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Served
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During Past 5 Years
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Director
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Director
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Nominees for
Independent Directors
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Emilio Dominianni
287 Bowman Avenue 2nd Floor
Purchase, NY 10577
Age: 75
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Director
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1 year/4 years,
3 months
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Mr. Dominianni is a retired Partner
of, and was Special Counsel to Coudert Brothers LLP, a law firm.
He is currently a Director of Stamm International Corporation,
Powrmatic Inc., and Powrmatic of Canada Ltd., manufacturers and
distributors of heating, ventilating, and air conditioning
equipment. He was a Director of American Air Liquide Inc., Air
Liquide International Corporation, and a Consultant to Air
Liquide America Corp., all manufacturers and distributors of
industrial gases, and Mouli Manufacturing Corp., a distributor
of kitchen and household products.
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None(1)
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See column 4
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2
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(5)
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Number of
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Portfolios in
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(6)
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Fund Complex
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Other
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(2)
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(3)
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Overseen by
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Directorships
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Positions(s)
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Term of Office/
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(4)
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Director or
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Held by Director
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(1)
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Held with
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Length of Time
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Principal Occupation(s)
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Nominee for
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or Nominee for
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Name, Address and Age
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the Fund
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Served
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During Past 5 Years
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Director
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Director
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Gerald Hellerman
287 Bowman Avenue 2nd Floor
Purchase, NY 10577
Age: 69
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Director
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1 year/4 years,
3 months
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Mr. Hellerman owns and has served
as Managing Director of Hellerman Associates, a financial and
corporate consulting firm, since the firms inception in
1993. Mr. Hellerman currently serves as a director, chief
financial officer and chief compliance officer for The Mexico
Equity and Income Fund, Inc., a director of the Old Mutual 2100
fund complex (consisting of six funds), a director of Brantley
Capital Corporation, a director and President of Innovative
Clinical Solutions, Ltd., a company formerly engaged in clinical
trials and physician network management which is currently in
liquidation, and a director of FNC Realty Corporation, a
successor to Franks Nursery & Crafts, Inc., a
company which operated the nations largest chain of lawn
and garden retail stores, which has emerged from bankruptcy
protection under Chapter 11 and is currently operating the
properties it owns.
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None(1)
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See column 4
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Robert Knapp
Ironsides Partners LLC
100 Summer Street 27th Floor
Boston, MA 02108
Age: 40
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Director
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1 year/4 years,
3 months
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Mr. Knapp is Managing Director of
Ironsides Partners LLC, which was formed in January 2007 to
manage an account for Millennium Partners LP
(Millennium), his former employer from 1996-2006.
Mr. Knapp specializes in mis-priced assets, turnaround
situations, and closed end fund arbitrage. He served as a
founding director of the Vietnam Opportunity Fund, a Cayman
Islands private equity fund listed on the London Stock Exchange,
for which Millennium acted as seed investor. He also served as a
director for the First Hungary Fund, a Channel Islands private
equity fund, and as a Director of the Vietnam Frontier Fund, a
Cayman Islands investment company.
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None(1)
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See column 4
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William Taylor
287 Bowman Avenue 2nd Floor
Purchase, NY 10577
Age: 64
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Director
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1 year/1 year,
3 months
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Mr. Taylor is a Certified Public
Accountant and is currently a Director of Northern Illinois
University Foundation and a Trustee of Writers Theatre. From
1976 through May 2005, Mr. Taylor was a Partner at
Deloitte & Touche. From 1997 to 2001, Mr. Taylor
was a Director of Deloitte & Touche USA and from 1999
to 2003 Mr. Taylor was a Director of Deloitte Touche
Tohmatsu.
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None(1)
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See column 4
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3
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(5)
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Number of
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Portfolios in
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(6)
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Fund Complex
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Other
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(2)
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(3)
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Overseen by
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Directorships
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Positions(s)
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Term of Office/
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(4)
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Director or
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Held by Director
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(1)
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Held with
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Length of Time
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Principal Occupation(s)
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Nominee for
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or Nominee for
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Name, Address and Age
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the Fund
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Served
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During Past 5 Years
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Director
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Director
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Officer and Nominees
for Interested Directors
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Michael Tokarz(2)
287 Bowman Avenue 2nd Floor
Purchase, NY 10577
Age: 57
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Director, Chairman and Portfolio
Manager
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1 year/3 years,
7 months
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Mr. Tokarz currently serves as
Chairman and Portfolio Manager of the Fund and as Manager of The
Tokarz Group Advisers LLC (TTGA), the investment
adviser to the Fund (the Adviser). Mr. Tokarz
also is Chairman of The Tokarz Group, a private merchant bank,
since 2002. Prior to this, Mr. Tokarz was a senior General
Partner and Administrative Partner at Kohlberg Kravis
Roberts & Co., a private equity firm specializing in
management buyouts. He also currently serves on the corporate
boards of Conseco, Inc., Walter Industries, Inc. (Chairman of
the board), Mueller Water Products, Inc., IDEX Corporation,
Stonewater Control Systems, Lomonosov, Athleta, Inc. and Apertio
Ltd. Mr. Tokarz is an active member of the endowment
committee and Board of Trustees of YMCA in Westchester County.
He is also a member of the Board of the Warwick Business School
in England. He is Chairman elect and is a member of the Board of
the University of Illinois Foundation, and serves on its
executive committee, investment policy committee and is Chairman
of the budget and finance committee; he is also a member of the
Venture Capital Subcommittee and serves as a member of the Board
of Managers for Illinois Ventures, LLC. Mr. Tokarz also
serves as the Chairman of the Illinois Emerging Technology Fund
LLC. Mr. Tokarz serves as a director for the following
portfolio companies of the Fund: Baltic Motors Corporation,
Dakota Growers Pasta Company, Ohio Medical Corporation,
Timberland Machines & Irrigation, Inc., Harmony
Pharmacy & Health Centers, Inc., and previously served
on the Board of Vestal Manufacturing Enterprises, Inc. from
April 2004 until July 2005.
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None(1)
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See column 4
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4
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(5)
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Number of
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Portfolios in
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(6)
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Fund Complex
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Other
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(2)
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(3)
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Overseen by
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Directorships
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Positions(s)
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Term of Office/
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(4)
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Director or
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Held by Director
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(1)
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Held with
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Length of Time
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Principal Occupation(s)
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Nominee for
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or Nominee for
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Name, Address and Age
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the Fund
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Served
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During Past 5 Years
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Director
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Director
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Warren Holtsberg(3)
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 56
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Director
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1 year/2 months
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Mr. Holtsberg currently serves as
Co-Head Portfolio Management of TTGA. Mr. Holtsberg founded
Motorola Ventures, the venture capital investment arm for
Motorola, Inc. where he led the worldwide fund for eight years.
He was also Corporate Vice President and Director of Equity
Investments at Motorola. Mr. Holtsberg currently serves as
a member of the Board of Directors of the Illinois Venture
Capital Association, the Chicagoland Entrepreneurship Center,
and Illinois Ventures, the venture investment arm for the
University of Illinois.
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None(1)
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See column 4
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Executive Officers
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Bruce Shewmaker
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 61
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Managing Director
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Indefinite term/3 years,
7 months
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Mr. Shewmaker currently serves as
Managing Director of TTGA. Mr. Shewmaker worked directly
for the Fund from November 2003 through October 2006. Until June
2003, Mr. Shewmaker served as Managing Director of Crossbow
Ventures Inc., and as a Vice President of Crossbow Venture
Partners Corp., the general partner of Crossbow Venture Partners
LP, a licensed small business investment company.
Mr. Shewmaker also is a co-founder and Director of Infrared
Imaging Systems, Inc., a medical devices company. From 1999 to
2001, he was a Managing Director of E*OFFERING Corp., an
investment banking firm which merged into Wit SoundView Group in
2000. Mr. Shewmaker served as a director for the following
portfolio companies of the Fund: Baltic Motors Corporation and
Vestal Manufacturing Enterprises, Inc. from April 2004 until
July 2005 and currently serves on the Boards of Foliofn, Inc.,
Vendio Services, Inc. and Velocitius B.V. Mr. Shewmaker
also serves on the Board of VIANY.
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N/A
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N/A
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5
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(5)
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Number of
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Portfolios in
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(6)
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Fund Complex
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Other
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(2)
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(3)
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Overseen by
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Directorships
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Positions(s)
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Term of Office/
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(4)
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Director or
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Held by Director
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(1)
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Held with
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Length of Time
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Principal Occupation(s)
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Nominee for
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or Nominee for
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Name, Address and Age
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the Fund
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Served
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During Past 5 Years
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Director
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Director
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Peter Seidenberg
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 38
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Chief Financial Officer
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Indefinite term/1 year,
8 months
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Mr. Seidenberg currently serves as
Chief Financial Officer of TTGA, in addition to his service as
Chief Financial Officer of the Fund. Mr. Seidenberg joined
the Fund in April 2005 after having previously served as a
Principal of Nebraska Heavy Industries, where he worked on
engagements including serving as the Chief Financial Officer of
Commerce One, Inc. Prior to that, Mr. Seidenberg served as
the Director of Finance and Business Development and as
Corporate Controller for Plumtree Software, Inc.
Mr. Seidenberg has also worked at AlliedSignal and several
small manufacturing companies, where he held roles in finance
and operations. Mr. Seidenberg, on behalf of the Fund, sits
on the board of Ohio Medical Corp and serves as its Corporate
Secretary.
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N/A
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N/A
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Scott Schuenke
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 27
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Chief Compliance Officer
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Indefinite term/2 years,
8 months
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Mr. Schuenke currently serves as
the Controller and Chief Compliance Officer of TTGA, in addition
to his service as Chief Compliance Officer of the Fund. Prior to
joining the Fund in June 2004, Mr. Schuenke served as a
Compliance Officer with U.S. Bancorp Fund Services, LLC,
from 2002 until he joined MVC Capital, Inc. in 2004.
Mr. Schuenke also served as the Secretary of The Mexico
Equity & Income Fund, Inc. and Assistant Secretary of
Tortoise Energy Infrastructure Corporation during his tenure at
U.S. Bancorp Fund Services, LLC. Mr. Schuenke is a
Certified Public Accountant.
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N/A
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N/A
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Jaclyn Shapiro
287 Bowman Avenue
2nd Floor
Purchase, NY 10577
Age: 28
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Vice President/ Secretary
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Indefinite term/2 years,
7 months; Indefinite term/3 years, 5 months
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Ms. Shapiro currently serves as
Vice President and Secretary of TTGA, in addition to her service
as Vice President and Secretary of the Fund. Prior to joining
the Fund in June 2002, she was an Associate and Business Manager
with Draper Fisher Jurvetson meVC Management Co. LLC, the former
investment sub-adviser to the Fund, and an Associate at The Bank
Companies (acquired by Newmark & Co. Real Estate), a
commercial real estate company.
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N/A
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N/A
|
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(1)
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Other than the Fund.
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(2)
|
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Mr. Tokarz is a Director who
is an interested person, as defined in the
Investment Company Act of 1940, as amended (the 1940
Act), of the Fund (an Interested Director)
because he serves as an officer of the Fund and because he is
Manager of the Adviser.
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(3)
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Mr. Holtsberg is an Interested
Director because of his employment with the Adviser.
|
6
Board
Meetings and Committees.
The Board has adopted a charter for each of its Audit,
Nominating/Corporate Governance/Strategy and Compensation
Committees, as well as a Corporate Governance Policy. The Audit
Committees charter is annexed hereto as Exhibit B.
The Board has also adopted a Code of Ethics, which applies to,
among others, all of the Funds officers and directors, as
well as a Code of Ethics for Principal Executive and Senior
Financial Executives that applies to and has been signed by the
Principal Executive Officer and the Chief Financial Officer of
the Fund. These materials can be found on the Funds
website at www.mvccapital.com, and may be obtained by written
request to MVC Capital, Inc., c/o Corporate Secretary, 287
Bowman Avenue, 2nd Floor, Purchase, New York 10577.
Waivers, if any, of the Funds Code of Ethics or Code of
Ethics for Principal Executive and Senior Financial Executives
will be promptly disclosed on the Funds website.
During the fiscal year ended October 31, 2006, the Board
held ten (10) meetings. During the last fiscal year, each
of the nominees (except for Mr. Taylor, who was appointed
to the Board on February 22, 2006, and Mr. Holtsberg,
who was appointed to the Board on April 3,
2007) attended 100% of the aggregate number of meetings of
the Board and any committee of the Board on which such nominee
served. Following his appointment on February 22, 2006,
during the last fiscal year, Mr. Taylor attended 100% of
the aggregate number of meetings of the Board and committees of
the Board on which he served. Currently, a majority of the
Directors are Independent Directors. Mr. Knapp has been
appointed by the Independent Directors of the Board to serve as
the Presiding Director over executive sessions of non-management
directors.
Interested parties should communicate with the Presiding
Director or with the non-management directors as a group
according to the following procedures established by the Fund
for stockholders communication with the Board: any
communications intended for the Board should be sent to the Fund
at the Funds address and any such communication will be
forwarded to the Board (or applicable Board member) or disclosed
to the Board (or applicable Board member) at its next regular
meeting.
The Audit Committees primary purposes are:
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oversight responsibility with respect to: (i) the adequacy
of the Funds accounting and financial reporting processes,
policies and practices; (ii) the integrity of the
Funds financial statements and the independent audit
thereof; (iii) the adequacy of the Funds overall
system of internal controls and, as appropriate, the internal
controls of certain service providers; (iv) the Funds
compliance with certain legal and regulatory requirements;
(v) determining the qualification and independence of the
Funds independent auditors; and (vi) the Funds
internal audit function, if any; and
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oversight of the preparation of any report required to be
prepared by the Committee pursuant to the rules of the SEC for
inclusion in the Funds annual proxy statement with respect
to the election of directors.
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Report
of Audit Committee:
The most recent fiscal year of the Fund ended on
October 31, 2006. During that fiscal year, the Audit
Committee held four (4) meetings. In connection with the
Funds audited financial statements for the fiscal year
ended October 31, 2006, the Audit Committee has:
(i) reviewed and discussed with management the Funds
audited financial statements for the fiscal year ended
October 31, 2006; (ii) discussed with
Ernst & Young LLP (E&Y), the
independent auditors of the Fund, 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 E&Y regarding, and discussed with
E&Y, its independence; and (iv) recommended to the
Board that the audited financial statements of the Fund for the
fiscal year ended October 31, 2006 be included in the
Funds Annual Report to Stockholders for filing with the
SEC.
Audit Committee members: Emilio Dominianni, Gerald Hellerman and
William Taylor
Each of the current members of the Audit Committee,
Messrs. Dominianni, Hellerman and Taylor, is considered
independent under the rules promulgated by the New York Stock
Exchange and is not an interested person, as defined
by the 1940 Act, of the Fund (the Independent
Directors). Each member of the Audit Committee meets the
current independence and experience requirements of
Rule 10A-3
of the Securities Exchange
7
Act of 1934, as amended (the 1934 Act), and the
Board has determined that Messrs. Hellerman and Taylor are
each 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 Valuation Committee, the principal purpose of which is to
determine the fair values of securities in the Funds
portfolio for which market quotations are not readily available,
is currently comprised of Messrs. Dominianni, Hellerman and
Knapp. Mr. Knapp is the Chairman of the Valuation
Committee. The Valuation Committee held five (5) meetings
during the fiscal year ended October 31, 2006.
The Nominating/Corporate Governance/Strategy Committee (the
Nominating Committee), the principal purposes of
which are to consider and nominate persons to serve as
Independent Directors and oversee the composition and governance
of the Board and its committees and to provide strategic
direction with respect to the Fund, is currently comprised of
Messrs. Dominianni, Hellerman, Knapp and Taylor, each of
whom is an Independent Director. Mr. Dominianni is the
Chairman of the Nominating Committee. The Nominating Committee
was established in January 2004.
The Nominating Committee considers director candidates nominated
by stockholders in accordance with procedures set forth in the
Funds By-Laws. The Funds By-Laws provide that
nominations may be made by any stockholder of record of the Fund
entitled to vote for the election of directors at a meeting,
provided that such nominations are made pursuant to timely
notice in writing to the Secretary. The Nominating Committee
then determines the eligibility of any nominated candidate based
on criteria described below. To be timely, a stockholders
notice must be received at the principal executive offices of
the Fund not less than 60 days nor more than 90 days
prior to the scheduled date of a meeting. A stockholders
notice to the Secretary shall set forth: (a) as to each
stockholder-proposed nominee, (i) the name, age, business
address and residence address of the nominee, (ii) the
principal occupation or employment of the nominee,
(iii) the class, series and number of shares of capital
stock of the Fund that are owned beneficially by the nominee,
(iv) a statement as to the nominees citizenship, and
(v) any other information relating to the person that is
required to be disclosed in solicitations for proxies for
election of directors pursuant to Section 14 of the
1934 Act, and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder
and (ii) the class, series and number of shares of capital
stock of the corporation that are owned beneficially by the
stockholder. The Fund or the Nominating Committee may require a
stockholder who proposes a nominee to furnish any such other
information as may reasonably be required by the Fund to
determine the eligibility of the proposed nominee to serve as
director of the Fund. The Nominating Committee held two
(2) meetings during the fiscal year ended October 31,
2006.
In addition, the Nominating Committee considers potential
director candidates with input from various sources, which may
include: current Directors, members of the management team, or
an outside search firm. The Nominating Committee seeks to
identify candidates that possess, in its view, strong character,
judgment, business experience and acumen. As a minimum
requirement, any eligible candidate who is not proposed to serve
as an Interested Director (i.e., a candidate who is not
employed or proposed to be employed by the Fund or the Adviser)
must not be an interested person, as defined by the
1940 Act, of the Fund. The Nominating Committee also considers,
among other factors, certain other relationships (beyond those
delineated in the 1940 Act) that might impair the independence
of a proposed Director.
The Compensation Committee, the principal purpose of which is to
oversee the compensation of the Independent Directors, is
currently comprised of Messrs. Hellerman and Knapp. The
Compensation Committee was established in March 2003. The
Compensation Committee held one (1) meeting during the
fiscal year ended October 31, 2006.
The Board has adopted a policy that encourages all Directors, to
the extent reasonable and practicable, to attend the Funds
annual stockholders meetings in person. All of the
Directors then serving as Director attended or participated
telephonically at the last annual meeting.
Director
and Executive Officer Compensation.
The following table sets forth compensation paid by us in all
capacities during the fiscal year ended October 31, 2006 to
all of our Directors and our three highest paid executive
officers. Our Directors have been divided into two
8
groups Interested Directors and Independent
Directors. Each of the Interested Directors is an
interested person as defined by the 1940 Act. (The
Fund is not part of any Fund Complex.)
Compensation
Table
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(3)
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(4)
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(5)
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Pension or
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Estimated
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Total
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(2)
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Retirement
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Annual
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Compensation
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Aggregate
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Benefits Accrued
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Benefits
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from Fund and
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(1)
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Compensation
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as Part of Fund
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Upon
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Fund Complex
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Name of Person, Position
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from Fund
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Expenses(1)
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Retirement
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Paid to Directors
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Interested
Directors
|
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Michael Tokarz, Chairman and
Portfolio Manager
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$0
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$
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0
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|
$
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0
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|
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$0
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Warren Holtsberg,
Director(2)
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$0
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$
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0
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$
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0
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$0
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Independent
Directors
|
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Emilio Dominianni, Director
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$
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59,750.00
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$
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0
|
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|
$
|
0
|
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|
$
|
59,750.00
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Gerald Hellerman, Director
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$
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66,333.34
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$
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0
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$
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0
|
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|
$
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66,333.34
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Robert Knapp, Director
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$
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57,750.00
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$
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0
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$
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0
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|
$
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57,750.00
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William Taylor, Director(3)
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$
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43,750.00
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$
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0
|
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|
$
|
0
|
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|
$
|
43,750.00
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|
Executive Officers (who are not
directors)(4)
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Bruce Shewmaker, Managing
Director
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$
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385,000.00
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|
$
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0
|
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|
$
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0
|
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$
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385,000.00
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Peter Seidenberg, Chief
Financial Officer
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$
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325,000.00
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$
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0
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|
$
|
0
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|
$
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325,000.00
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Jaclyn Shapiro, Vice President
and Secretary
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$
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200,000.00
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$
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0
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$
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0
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|
$
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200,000.00
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(1)
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Directors do not receive any
pension or retirement benefits from the Fund.
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(2)
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Mr. Holtsberg was appointed to
the Board on April 3, 2007.
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(3)
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Mr. Taylor was appointed to
the Board on February 23, 2006.
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(4)
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The following table provides detail
as to aggregate compensation paid during fiscal 2006 to our
three highest paid executive officers:
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Salary
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Bonus and Awards
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Mr. Shewmaker
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$
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150,000
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$
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235,000
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Mr. Seidenberg
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$
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125,000
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$
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200,000
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Ms. Shapiro
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$
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140,000
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$
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60,000
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Each Independent Director of the Fund is paid an annual retainer
of $50,000 ($60,000 for the Chairman of the Audit Committee and
$55,000 for the Chairman of each of the Valuation Committee and
Nominating Committee) for up to five in-person Board meetings
and committee meetings per year. In the event that more than
five in-person Board meetings and committee meetings occur, each
Independent Director will be paid an additional $1,000 for each
in-person meeting. Each Independent Director is also reimbursed
by the Fund for reasonable
out-of-pocket
expenses. The Directors do not receive any pension or retirement
benefits from the Fund.
Messrs. Tokarz and Holtsberg do not receive any
compensation from the Fund for their service as Directors. On
October 2, 2006, the Fund realized a gain of $551,092 from
the sale of a portion of the Funds LLC member interest in
Octagon Credit Investors, LLC, a portfolio company of the Fund.
This transaction triggered an incentive compensation payment of
$110,218 to Mr. Tokarz under his employment agreement with
the Fund, which terminated upon the effectiveness of the
Funds investment advisory and management agreement with
TTGA (the Advisory Agreement). The incentive
compensation payment was made on January 12, 2007.
9
Director
Equity Ownership.
The following table sets forth, as of the Record Date, with
respect to each Director and nominee, certain information
regarding the dollar range of equity securities beneficially
owned in the Fund. The Fund does not belong to a family of
investment companies.
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(2)
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(3)
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Dollar Range
|
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Aggregate Dollar Range of Equity
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of Equity
|
|
Securities of All Funds Overseen or to
|
(1)
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Securities in
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be Overseen by Director or Nominee
|
Name of Director or Nominee
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the Fund
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in Family of Investment Companies
|
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Emilio Dominianni
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Over $100,000
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Over $100,000
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Gerald Hellerman
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Over $100,000
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Over $100,000
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Warren Holtsberg(1)
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$1 - $10,000
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$1 - $10,000
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Robert Knapp(2)
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Over $100,000
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Over $100,000
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William Taylor
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Over $100,000
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Over $100,000
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Michael Tokarz(3)
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Over $100,000
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Over $100,000
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(1)
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Mr. Holtsberg is an Interested
Director of the Fund because of his employment with the Adviser.
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(2)
|
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These shares are owned by
Mr. Knapp directly.
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(3)
|
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Mr. Tokarz is an Interested
Director of the Fund because he serves as an officer of the Fund
and because he is Manager of the Adviser.
|
VOTE
REQUIRED
The election of the nominees requires the affirmative vote of
a plurality of the votes present or represented by proxy at the
Meeting and entitled to vote on the election of the nominees.
The Board recommends a vote FOR the election of
all of the nominees.
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, the persons named as proxies will vote those proxies
they are entitled to vote FOR all of the nominees in favor
of such adjournment, and will vote those proxies required to
WITHHOLD on any nominee, 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.
10
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, 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
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.
If a stockholder intends to present a proposal at the annual
meeting of stockholders of the Fund to be held in 2008 (the
2008 Annual Meeting) and desires to have the
proposal included in the Funds proxy statement and form of
proxy for that meeting, the stockholder must deliver the
proposal to the Secretary at the principal executive office of
the Fund, 287 Bowman Avenue, 2nd Floor, Purchase, New York
10577, and such proposal must be received by the Secretary a
reasonable time before the Fund begins to print and send its
proxy materials. 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 and the
Funds By-Laws.
Results
of Voting.
Stockholders will be informed of the voting results of the
Meeting in the Funds annual report for the fiscal year
ending October 31, 2007 on
Form 10-K
which will be filed with the SEC on or before January 14,
2008.
ADDITIONAL
INFORMATION ABOUT THE FUND
Investment
Adviser.
TTGA, located at 287 Bowman Avenue, 2nd Floor, Purchase, NY
10577, serves as the investment adviser of the Fund.
Brokerage.
During the 2006 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, its principal underwriter,
administrator or Adviser.
Administrator.
U.S. Bancorp Fund Services, LLC, located at 615 East
Michigan Street, Milwaukee, WI 53202, serves as the
administrator, custodian and accounting agent of the Fund.
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
11
applicable law or regulation and, if necessary, subject to
specified conditions set forth in an exemptive order obtained
from the SEC. During 2004, 2005 and 2006, no transactions were
effected pursuant to the exemptive order. As a matter of policy,
our Board of Directors 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. Since the
beginning of the last fiscal year, we have entered into the
following transactions:
We have entered into an Advisory Agreement with TTGA, whose
principal equity owner is Mr. Tokarz, our Chairman. Our
senior officers and Mr. Holtsberg have other financial
interests in TTGA (i.e., based on TTGAs
performance). In addition, our officers and the officers and
employees of our investment adviser, TTGA, 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 TTGA or our affiliates. However, our Adviser
intends to allocate investment opportunities in a fair and
equitable manner. Our Board has approved a specific policy in
this regard which is set forth in our
Form 10-K
filed on January 10, 2007.
In connection with the Funds investment in Velocitius B.V.
(Velocitius), a portfolio company of the Fund, and
as disclosed in the Funds
Form 10-K
filed on January 10, 2007, the Fund entered into consulting
services arrangements with Jasper Energy, LLC
(Jasper). Under the terms of the arrangements,
Jasper provides management consulting services relating to
Velocitius acquisition of certain wind farms and is to be
paid an ongoing monthly service fee of approximately 8,000 euros
(approximately $10,000), a fee equal to 9% of the profit
distributions attributable to the wind farm projects and a
one-time fee equal to 2% of the equity purchase price of the
wind farms (estimated currently at 175,000 euros (approximately
$220,000)). Mr. Tokarz, the Funds Chairman and
Portfolio Manager, has a minority ownership interest in Jasper.
The Board of Directors, including all of the Independent
Directors (Mr. Tokarz recused himself from making a
determination on this matter), approved each of the arrangements
with Jasper.
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, 2006 has complied with applicable filing
requirements, with the following inadvertent exception: William
Taylor filed late one report on Form 3.
Exhibit A attached hereto identifies holders of more than
5% of the shares of the Funds common stock as of the
Record Date.
Independent
Public Accountants.
The Board, upon approval and recommendation of the Audit
Committee, at a meeting held on December 12, 2006, selected
E&Y to serve as the independent accountants for the Fund
for the fiscal year ending October 31, 2007. E&Y was
approved by the Audit Committee and the Board to serve as the
independent accountants for the Fund for the fiscal year ended
October 31, 2006, and has served in such capacity since
October 27, 2003. A representative of E&Y will attend
the Meeting to respond to appropriate questions and make a
statement, if
he/she so
desires.
Audit
Fees:
The aggregate fees billed for professional services rendered by
E&Y for the audit of the Funds annual financial
statements for the fiscal year ended October 31, 2006 were
$228,000.
The aggregate fees billed for professional services rendered by
E&Y for the audit of the Funds annual financial
statements for the fiscal year ended October 31, 2005 were
$275,000.
12
Audit-Related
Fees:
For the fiscal year ended October 31, 2006, the aggregate
fees billed by E&Y for assurance and related services that
were reasonably related to the performance of the audit or
review of our financial statements were $0.
For the fiscal year ended October 31, 2005, the aggregate
fees billed by E&Y for assurance and related services that
were reasonably related to the performance of the audit or
review of our financial statements were $0.
Tax
Fees:
For the fiscal year ended October 31, 2006, the aggregate
fees billed by E&Y for services rendered with respect to
tax compliance, tax advice and tax planning were $40,000.
For the fiscal year ended October 31, 2005, the aggregate
fees billed by E&Y for services rendered with respect to
tax compliance, tax advice and tax planning were $15,650.
All
Other Fees:
For the fiscal year ended October 31, 2006, the aggregate
fees billed by E&Y for any other products or services were
$59,500.
For the fiscal year ended October 31, 2005, the aggregate
fees billed by E&Y for any other products or services were
$102,000.
The Audit Committee has considered whether E&Y has
maintained its independence during the fiscal year ended
October 31, 2006.
The Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided to
the Fund by the independent accountants; provided, however,
that the Audit Committee may specifically authorize its
Chairman to pre-approve the provision of any non-audit service
to the Fund. Further, the foregoing pre-approval policy may be
waived, with respect to the provision of any non-audit services,
consistent with the exceptions provided for in the federal
securities laws. All of the audit and tax services provided by
E&Y for the fiscal year ended October 31, 2006 were
pre-approved by the Audit Committee or its Chairman. For the
fiscal year ended October 31, 2006, the Funds Audit
Committee did not waive the pre-approval requirement with
respect to any non-audit services provided to the Fund by
E&Y.
By Order of the Board of Directors
Michael Tokarz
Chairman
May 25, 2007
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 may have the ability to vote
your shares by the Internet or by telephone.
13
EXHIBIT A
The following table sets forth, as of May 7, 2007, 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.
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Number of
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Shares Owned
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Percentage of
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Name of Beneficial
Owner
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Beneficially
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Fund Held
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The Anegada Master Fund Ltd.
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3,111,800
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(1)
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12.83
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%
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The Cuttyhunk Fund Limited
Tonga Partners, L.P.
TE Cannell Portfolio, Ltd.
c/o Cannell Capital LLC
150 California Street, 5th Floor
San Francisco, CA 94111
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QVT Financial LP
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1,993,303
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(2)
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8.22
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%
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QVT Associates LP
QVT Overseas Ltd.
527 Madison Avenue, 8th Floor
New York, New York 10022
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Western Investment, LLC
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1,375,900
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(3)
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5.67
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%
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Western Investment Hedged Partners
LP
Western Investment Institutional Partners LLC
Western Investment Activism Partners LLC
Western Investment Total Return Master Fund Ltd. and
Arthur D. Lipson
c/o Western Investment LLC
7050 S. Union Park Center
Suite 590
Midvale, UT 84047
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Millenco, L.P.
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1,469,770
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(4)
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5.64
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%
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Millennium Global Estate, L.P.
Millennium USA, L.P.
Millennium Partners, L.P. and
Millennium International, Ltd.
c/o Millennium Management, LLC
666 Fifth Avenue, 8th Floor
New York, NY 10103
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Wynnefield Partners Small Cap
Value, L.P.
|
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1,280,200
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(5)
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5.28
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%
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Wynnefield Partners Small Cap
Value, L.P. I
Wynnefield Small Cap Value Offshore Fund, Ltd.
Channel Partnership II, L.P.
Wynnefield Capital, Inc. Profit Sharing and Money Purchase
Plans
Wynnefield Capital Management, LLC
Wynnefield Capital, Inc.
Nelson Obus
c/o Wynnefield Capital Management LLC
450 Seventh Avenue
Suite 509
New York, NY 10123
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A-1
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Number of
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Shares Owned
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Percentage of
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Name of Beneficial
Owner
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Beneficially
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Fund Held
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Interested Directors
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Warren Holtsberg
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500
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*
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Michael Tokarz
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423,402
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1.75
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%
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Independent
Directors
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Emilio Dominianni
|
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12,467.225
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*
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Gerald Hellerman
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24,652.17
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*
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Robert Knapp(6)
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1,626,951.5258
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6.71
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%
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William Taylor
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20,899.4165
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*
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Executive
Officers
|
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Scott Schuenke
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348.3327
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*
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Peter Seidenberg
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2,275.0069
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|
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*
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Jaclyn Shapiro
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1000
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*
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Bruce Shewmaker
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3,720.2048
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*
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All directors and executive
officers as a group (10 in total)
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2,116,215.887
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8.72
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%
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*
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Less than 1%.
|
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(1)
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Based upon information contained in
Form 4 filed with the SEC on March 13, 2007.
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(2)
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Based upon information contained in
Schedule 13G filed with the SEC on February 13, 2007.
This amount includes 1,131,469 shares where Deutsche Bank
AG is the beneficial owner of the shares.
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(3)
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Based upon information contained in
Schedule 13G/A filed with the SEC on February 13, 2007.
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(4)
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Based upon information provided by
Millennium Partners, L.P.
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(5)
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Based upon information contained in
Schedule 13G/A filed with the SEC on February 14, 2007.
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(6)
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1,469,770 shares are owned by
Millennium Partners, L.P.
and/or its
affiliates (Millennium). Mr. Knapp is Managing
Director of Ironsides Partners LLC, which manages a securities
account for Millennium. Mr. Knapp has disclaimed all
beneficial ownership in these shares to the extent permitted
under applicable law.
|
A-2
EXHIBIT B
AMENDED
AND RESTATED AUDIT COMMITTEE CHARTER
MVC CAPITAL, INC.
December 12, 2006
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, 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
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
B-1
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:
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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;
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set the compensation for the independent auditors, such amount
to be paid by the Fund;
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evaluate the independence of the Funds independent
auditors and receive the auditors specific representations
as to their independence;
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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,
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.);
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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;
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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
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B-2
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|
|
compliance, tax planning and tax advice); and (iv) other
services (includes financial information systems implementation
and design);
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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;
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|
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;
|
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|
|
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;
|
|
|
|
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;
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|
|
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;
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|
|
review and evaluate the qualifications, performance and
independence of the lead partner of the Funds independent
auditors;
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|
|
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;
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|
|
|
resolve any disagreements between the Funds management and
independent auditors concerning the Funds financial
reporting;
|
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|
|
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;
|
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|
|
discuss any Fund press releases relating to its financial
statements (to the extent such releases are not discussed by the
Valuation Committee or the Board);
|
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|
|
discuss any policies with respect to risk management;
|
|
|
|
set clear hiring policies for employees or former employees of
the independent auditors;
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|
|
conduct an annual performance evaluation of the Committee;
|
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|
|
review the Committees charter at least annually and
recommend any material changes to the Board; and
|
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|
|
review such other matters as may be appropriately delegated to
the Committee by the Board.
|
B-3
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
|
|
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
|
Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours
a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies
submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on June 27,
2007. Vote by Internet Log on to the Internet and go to www.investorvote.com Follow the steps
outlined on the secured website. Vote by telephone Call toll free 1-800-652-VOTE (8683) within
the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to
you for the call. Using a black ink pen, mark your votes with an X as shown in X Follow the
instructions provided by the recorded message. this example. Please do not write outside the
designated areas. Annual Meeting Proxy Card 123456 C0123456789 12345 3 IF YOU HAVE NOT VOTED VIA
THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. 3 A Proposal The Board of Directors of MVC Capital, Inc. (the Fund)
recommends a vote FOR the Proposal. 1. To elect six nominees to serve as members of the Board of
Directors of the Fund: + For Withhold For Withhold For Withhold 01 Emilio Dominianni 02 Gerald
Hellerman 03 Warren Holtsberg 04 Robert Knapp 05 William Taylor 06 Michael Tokarz 2. In
their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the Meeting or any adjournment thereof. B Non-Voting Items Change of Address Please print
new address below. C 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. If shares are held
in the name of joint owners, each should sign. Attorneys-in-fact, executors, administrators,
trustees, guardians, etc. should so indicate. If stockholder is a corporation or partnership,
please sign in full corporate or partnership name by authorized person. The undersigned hereby
acknowledges receipt of the notice of annual meeting of stockholders and the proxy. Date
(mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box.
Signature 2 Please keep signature within the box. |
. 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 Proxy MVC CAPITAL, INC. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS JUNE 28, 2007 This
proxy is solicited on behalf of the Board of Directors of MVC Capital, Inc. (the Fund) for use at
the annual meeting of stockholders to be held at 10:00 a.m. (Eastern time), on June 28, 2007, at
the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022 (the
Meeting), and relates to the proposal with respect to the Fund set forth in the Notice of Annual
Meeting of Stockholders dated May 25, 2007. The undersigned hereby appoints Michael Tokarz and
Peter Seidenberg and each of them proxies for the undersigned, with full power of substitution and
revocation, to represent the undersigned and to vote, as designated, on behalf of the undersigned
at the Meeting and any adjournment thereof, all shares of the Fund which the undersigned is
entitled to vote at the Meeting and any adjournment thereof. Your vote is important. If this proxy
is properly executed and received by the Fund prior to the Meeting, shares represented by this
proxy will be voted as instructed. Unless indicated to the contrary, this proxy will be voted FOR
the proposal and granted discretionary authority to vote upon such other business as may properly
come before the Meeting or any adjournment thereof. The undersigned hereby revokes any proxy
previously given. Please mark, sign, date and return promptly in the enclosed envelope if you are
not voting by telephone or the internet. SEE REVERSE SIDE CONTINUED AND TO BE VOTED ON REVERSE SIDE
SEE REVERSE SIDE |