Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on February 14, 2017.[     ], 2020.

Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended September 30, 2016,2019, are available on the Internet through our website athttp://www.medleycapitalcorp.com.

The following information applicable to the Annual Meeting may be found in the Proxy Statement and accompanying proxy card:

Alliance Advisors, LLC

200 Broadacres Drive, 3^rd Floor

Bloomfield, New Jersey 07003

(844) 885-0176

MEDLEY CAPITAL CORPORATION
280 Park Avenue, 6^th Floor East
New York, New York 10017
(212) 759-0777

PROXY STATEMENT
20172020 Annual Meeting of Stockholders
To Be Held on February 14, 2017

[     ], 2020

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Medley Capital Corporation (the “Company,” “Medley Capital,” “we,” “us,” or “our”) for use at the Company’s 20172020 Annual Meeting of Stockholders (the “Meeting”“Annual Meeting”) to be held on Tuesday, February 14, 2017,[     ], 2020, at 10:00 a.m.,[    ], Eastern Time.Time. You can virtually attendparticipate in the Annual Meeting, online, vote, your shares electronically and submit questions duringvia live webcast by visitingwww.viewproxy.com/mcc/2020am/VM.In order to participate in the Annual Meeting via live webcast, stockholders must register in advance atwww.viewproxy.com/mcc/2020amby visitingwww.virtualshareholdermeeting.com/MCC2017, and at any postponements11:59 P.M., Eastern Time on [       ], 2020. You will be able to vote by following the instructions on the enclosed proxy card or adjournments thereof.voting instruction form. This Proxy Statement, the accompanying proxy card and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016,2019, are first being sent to stockholders on or about December 27, 2016.[     ], 2020.

We encourage you to vote your shares either by voting viaparticipating in the Internet while virtually attending theAnnual Meeting, by telephone, through the Internet, or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign and date the accompanying proxy card, or authorize your proxy by telephone or through the Internet, and the Company receives your vote in time for voting at the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specify.If you give no instructions on the proxy card, based upon the recommendation of the Board, the shares covered by the proxy card will be votedFOR the election of each of the nominees as directors, andFOR the ratification of appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017.2019, andFOR the approval of an amendment to our Certificate of Incorporation (the “Proposed Amendment”) to effect a reverse stock split of its common stock within the range of 1-[    ] to 1-[    ] to be determined by the Board (the “Reverse Stock Split”) and, if and when the reverse stock split is effected, reduce the number of authorized shares of common stock by the approved reverse stock split ratio (the “Authorized Share Reduction”).

If you are a “stockholder of record” (i.e., you hold shares directly with the Company or the Company’s transfer agent in your name), you may revoke a proxy at any time before it is exercised by (1) notifying the proxy tabulator, Broadridge Financial Solutions, Inc. (“Broadridge”),Alliance Advisors, LLC, in writing, by(2) submitting a properly executed, later-dated proxy card, or by virtually attendingvoting via Internet or telephone at a later time or (3) participating in the Annual Meeting online and voting your shares duringat the Annual Meeting. Please send your notification to Medley Capital Corporation, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. Any stockholder of record participating in the Meeting may vote at such time whether or not he or she has previously voted his or her shares.Alliance Advisors, LLC, Attn: Tabulation Department, 200 Broadacres Drive, 3^rd Floor, Bloomfield, New Jersey 07003.

If you hold shares of common stock through a broker, bank or other nominee, you must follow the voting instructions you receive from your broker, bank or nominee. If you hold shares of common stock through a broker, bank or other nominee and you want to vote in person at the Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Meeting. If you do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not be permitted to vote your shares on any proposal considered at the Meeting.

Stockholders of record may also vote via the Internet or by telephone. Specific instructions to be followed by stockholders of record interested in voting via the Internet or by telephone are shown on the enclosed proxy card. The Internet

If your shares of common stock are held in a brokerage account or bank, you are considered the beneficial owner of the shares of common stock, and telephonethese proxy materials, together with the enclosed voting proceduresinstruction form, are designedbeing forwarded to authenticate the stockholder’s identity andyou by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to allow stockholdersvote. Your broker cannot vote your shares of common stock on your behalf without your instructions.

Depending upon your broker or custodian, you may be able to vote theireither by toll-free telephone or by the Internet. Please refer to the enclosed instruction form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed proxy card.

If you hold shares of common stock through a broker, bank or other nominee and you want to participate and vote at the Annual Meeting, you must obtain a legal proxy from the record holder of your shares and confirm that theirpresent it at the Annual Meeting.

A “broker non-vote” with respect to a matter occurs when a broker, bank or other nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have been properly recorded.discretionary authority to vote the shares on such proposal. Brokers, banks and other nominees will not have discretionary authority to vote with respect to the election of directors (Proposal I) at the Annual Meeting, but may have discretionary authority to vote on the ratification of appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm (Proposal II) and the approval of the Proposed Amendment to effect the Reverse Stock Split and the Authorized Share Reduction (Proposal III).

1

Purpose of Meeting

At the Annual Meeting, you will be asked to vote on the following proposals:

Record Date and Voting Securities

The record date for the Annual Meeting is the close of business on December 20, 2016,[  ], 2020 (the “Record Date”). You may cast one vote for each share of common stock that you owned as of the Record Date. ThereAs of the Record Date, there were 54,474,211[     ] shares of the Company’s common stock outstanding on the Record Date.and entitled to vote.

Quorum Required

If you give no instructions on the proxy card, the shares covered by the proxy card will be votedFOR the election of each of the nominees as directors.Abstentions and Broker Non-Votes are not counted as votes cast for purposesdirectors in accordance with the recommendation of the election of directors and, therefore, will have no effect on the outcome of such election.Board.

Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast by holders of our common stock as of the Record Date present or represented by proxy at the Annual Meeting or by proxy is required to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm.

Abstentions willand “broker non-vote” are not be included in determining the number ofconsidered votes cast on this proposal and as a result, will have no effect on thisthe vote for the proposal. Because brokers willmay have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, your broker willmay be permitted to vote your shares for this proposal.

If you give no instructions on the proxy card, the shares covered by the proxy card will be votedFOR the ratification of appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the 20172020 fiscal year.year in accordance with the recommendation of the Board.

Approval of the Proposed Amendment to Effect the Reverse Stock Split and the Authorized Share Reduction. Under the Delaware General Corporation Law (the “DGCL”), the affirmative vote of the holders of a majority of our outstanding shares as of the Record Date is required to adopt and approve the Proposed Amendment to effect the Reverse Stock Split and the Authorized Share Reduction. Because adoption and approval of the Proposed Amendment to effect the Reverse Stock Split and the Authorized Share Reduction requires a majority of the outstanding shares, an abstention will have the same effect as voting “AGAINST” the proposal. Brokers, banks and other nominees may have discretionary authority to vote on the approval of the Proposed Amendment to effect the Reverse Stock Split and the Authorized Share Reduction and therefore no “broker non-votes” are anticipated with respect to this proposal.

If you give no instructions on the proxy card, the shares covered by the proxy card will be votedFOR approval of the Proposed Amendment to effect the Reverse Stock Split and the Authorized Share Reduction in accordance with the recommendation of the Board.

Additional Solicitation.Solicitation. If there are not enough votes to approve any proposals at the Annual Meeting, the stockholders who are represented may adjourn the Annual Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless the proxies are marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies. In addition, the Chairman of the Annual Meeting will have the authority to adjourn the Annual Meeting from time-to-time without notice and without the vote or approval of the stockholders.

Also, a stockholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval of such proposal(s).

Information Regarding Thisthis Solicitation

The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, and proxy card. The Company has engaged the services of Alliance Advisors, LLC, for the purpose of assisting in the solicitation of proxies at an anticipated cost of approximately $[     ], plus reimbursement of certain expenses and fees for additional services requested. If brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners, we will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by the use of the mail, proxies may be solicited in person and/or by telephone or facsimile transmission by directors, officersdirector nominees, or employeesexecutive officers of the Company and/or officers orand employees of Medley LLC. MCC Advisors LLC, our investment adviser and our administrator (“MCC Advisors”), is a wholly owned subsidiary of Medley LLC, which is controlled by Medley Management Inc. (“MDLY”), a publicly traded asset management firm, which in turn is controlled by Medley Group LLC, an entity wholly owned by the Company’s registered investment adviser and administrator. MCC Advisorssenior professionals of Medley LLC. Medley LLC is located at 280 Park Avenue, 6^th Floor East, New York, New York 10017. No additional compensation will be paid to directors officers or regular employeesexecutive officers of the Company or MCC Advisorsemployees of Medley LLC for such services. Under applicable regulations of the Securities and Exchange Commission (the “SEC”), each of directors, director nominees, or executive officers of the Company and/or certain employees of Medley LLC are “participants” in this proxy solicitation.

Stockholders may also provide their voting instructions by telephone or through the Internet. These options require stockholders to input the Control Number which is located on each proxy card. After inputting this number, stockholders will be prompted to provide their voting instructions. Stockholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or submitting instructions via the Internet. Stockholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirming their instructions upon request.

Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to the Company’s proxy tabulator.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, the beneficial ownership of each current director, the nominees for director, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”)SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power and has the same address as the Company. The Company’s directors are divided into two groups — interested directors and independent directors. Interested directors are ���interested“interested persons” of the Company as(as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).) of the Company. The address of all executive officers and directors is c/o Medley Capital Corporation, to 280 Park Avenue, 6^th Floor East, New York, NY 10017.

Name and Address of Beneficial Owner		Number of Shares Owned Beneficially(1)				Percentage of Class(2)
Interested Directors
Brook Taube			2,356,834	(3)			4.3	%
Seth Taube			2,344,344	(4)			4.3	%
Jeff Tonkel			15,000					*%
Independent Directors
Arthur S. Ainsberg			3,000					*%
Karin Hirtler-Garvey			3,000					*%
John E. Mack			1,000					*%
Robert Lyons			2,000					*%
Executive Officers
Richard T. Allorto, Jr.			20,000					*%
John D. Fredericks			4,000
All executive officers and directors as a group (9 persons)			4,749,178				8.7	%

Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of the Record Date. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

Name of Director or Nominee		Dollar Range of Equity Securities in Beneficially Ownedthe Company(1)(2)
Interested Directors
Brook Taube			over $1,000,000	[    ]
Seth Taube			over $1,000,000	[    ]
Jeff Tonkel		$	100,001 – $500,000	[    ]
Independent Directors
Arthur S. Ainsberg		$	10,001 – $50,000	[    ]
Karin Hirtler-Garvey		$	10,001 – $50,000	[    ]
John E. MackDavid A. Lorber		$	1 – $10,000	[    ]
Robert LyonsLowell W. Robinson		$	10,001 – $50,000	None

(1)

The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000 $100,001 – $500,000, $500,001 – $1,000,000 or over $1,000,000.$100,000.

(2)

The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $7.51$[     ] on the Record Date on the New York Stock Exchange.Exchange (the “NYSE”). Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.

The following table sets forth any direct or indirect interest David A. Lorber may be deemed to have had during the past five years in MDLY’s Class A common stock through certain short positions on the accounts of FrontFour Capital, FrontFour Master Fund, and FrontFour Opportunity Fund. On May 9, 2019, Mr. Lorber informed the Company that, effective as of the date of his appointment to the Board, (i) Mr. Lorber irrevocably relinquished his investment authority with respect to such short positions and (ii) Mr. Lorber waived any direct or indirect pecuniary interest that he had in such short positions, including, without limitation, the opportunity, directly or indirectly, to profit or share in any profit derived from such short positions and (iii) it was agreed that Mr. Lorber shall not have any other economic interest in such short positions, including, without limitation, the obligation, directly or indirectly, to incur or share in any loss derived from such short positions in each case in Mr. Lorber’s capacity as a managing member, principal, owner, partner, investor, officer or employee of FrontFour or otherwise. During the past five years, no other directors whom are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Company or their respective “Immediate Family Members” (as such term is defined in the Exchange Act) have any direct or indirect interest, the value of which exceeds $120,000, in MCC Advisors or its affiliates.

Nominees for Class III Directors — Term Expiring 2017

2020

Name, Address and Age(1)		Position(s) Held with Company		Terms of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years		Other Directorships Held by Director or Nominee for Director During Past 5 Years
Interested Director
Brook Taube 46(2), 50		Director; Chairman of the Board; President; and Chief Executive Officer		Class III Director since 2011; Term expires 20172020		Co-Chief Executive Officer and Co-Chairman of Medley Management, Inc.;the board of directors of MDLY; Managing Partner of MCC Advisors and Senior Portfolio Manager of Medley; previously, a Partner at CN Opportunity FundMedley		Director of Sierra Income Corporation, a non-traded business development company, and New Amsterdam Symphony Orchestra

Mr.

Brook Taube is an “interested person” of the Company as defined in the 1940 Act due to his positions as Chief Executive Officer and President of the Company, Managing Partner of MCC Advisors and Senior Portfolio Manager of the private investment funds managed by Medley since 2007. In addition to serving on our board of directors,the Board, Mr. Brook Taube currently serves on the board of Sierra Income Corporation and on the investment committee for SIC Advisors LLC, the investment adviser to Sierra Income Corporation, as well as serves on the board of Sierra Total Return Fund and on the investment committee of STRF Advisors, the investment adviser to Sierra Total Return Fund.Corporation. Mr. Taube’s intimate knowledge of the business and operations of MCC Advisors, extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of another business development company not only gives the board of directorsBoard valuable insight but also positions him well to continue to serve as the Chairman of our board of directors.the Board. Mr. Taube’s positions as Chief Executive Officer of the Company, Managing Partner of MCC Advisors and member of its Investment Committee provides the board with a direct line of communication to, and direct knowledge of the operations of, the Company and MCC Advisors, respectively. Mr. Taube received a B.A. from Harvard University.

Independent Director

We believe that Mr. Taube’s broad and extensive experience in asset and credit management and finance industries and his service as portfolio manager for several Medley affiliates qualify him to serve as a member of the Board.

Name, Address and Age(1)		Position(s) Held with Company		Terms of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years		Other Directorships Held by Director Nominee During Past 5 Years
Independent Director
Karin Hirtler-Garvey, 6063		Director		Class III Director, since 2011; Term expires 20172020		Chief Risk Executive of Ally Financial ServicesInc. (formerly GMAC) from May 2009 –to December 2011; previously, a principal at a real estate development venture		Chairman of Aeropostale Inc., and Director of USAA Federal Savings Bank,Bank; VA Capital Management; Victory Capital Management; and StarStone. Previously director of ARO Liquidation Inc., the successor company to Aeropostale, Inc.; Aeropostale Inc.; Validus Holdings Ltd.; and Western World Insurance Group

Ms.

Karin Hirtler-Garvey is not an “interested person” of the Company as defined in the 1940 Act. Ms. Hirtler-Garvey has served as a Director of USAA Federal Savings Bank, a privately held consumer bank, where she has served as the Risk Committee Chair since January 2020, a position she also held from December 2013 and June 2018, and the Chair of the Compliance Special Committee since January 2020, and also served as the Compensation Committee Chair from June 2018 to January 2020. She also has served as a Director of StarStone, a specialty insurance company, since December 2019, a Director of VA Capital Management, a privately held annuities firm, since August 2018, and a Director of Victory Capital Holdings, a publicly traded asset management firm, since October 2014, where she chairs the Audit Committee.Ms. Hirtler-Garvey served as a Director of Western World Insurance Group from December 2006 to June 2019, and chaired the Audit Committee from December 2009 to June 2019, and also served as a Member of its Compensation Committee and Pension Committee from April 2011 to September 2014. From August 2017 to August 2018, she served as a Director of Validus Holdings Ltd., the publicly-traded parent company of Western World. Ms. Hirtler-Garvey also served on the board of ARO Liquidation Inc., the successor company to Aeropostale, Inc., where she served as the Chairman of the Board of Directors of Aeropostale Inc. sincefrom February 2012. Prior2012 to being appointed,May 2016. Ms. Hirtler-Garvey served on the board of Aeropostale sincefrom August 2005 to April 2018 where she was the lead independent director and served as a member of the Nominating and Corporate Governance Committee and Chairperson of the Audit Committee. From May 2009 to December 2011, Ms. Hirtler-Garvey was the Chief Risk Executive for Ally Financial Inc. From June 2008 to June 2009, Ms. Hirtler-Garvey also served as a Director for Residential Capital LLC, a subsidiary of GMAC. From March 20092005 to December 2011,2008, Ms. Hirtler-Garvey was a principal in a start-up real estate development venture based in New Jersey. From 1995 to 2005, Ms. Hirtler-Garvey held various senior level management positions at Bank of America, including Chief Operating Officer, Global Markets, President of Trust and Credit Banking Products, and Chief Financial Officer/Chief Operating Officer for the Wealth and Investment Management division. Ms. Hirtler-Garvey has also served as a director of USAA Federal Savings Bank, a privately held insurance company, since December 2011, and as a director of Victory Capital Management, an asset management firm, since October 2014. Ms. Hirtler-Garvey also served as a director of Western World Insurance Co. from December 2006 to September 2014. As of April 2015, she has since re-joined her post as Director and also chairs the Audit Committee. Ms. Hirtler-Garvey is a Certified Public Accountant.C.P.A.

We believe that Ms. Hirtler-Garvey has extensive experience in finance, accounting and risk management, and provides valuable insight to the Board on regulatory, finance, accounting and risk management issues. In addition, herHirtler-Garvey’s tenure in the financial services industry and service as a director of both public and private companies provide industry-specific knowledge and expertise to the Board.

Independent Director

John E. Mack, 69		Director		Class III Director since 2011; Term expires 2017		Retired.		Incapital Holdings LLC, Searchlight Minerals Corp., Tiptree Financial Inc., GlobalMin Ventures Inc.; and former Vice Chairman of Islandsbanki hf located in Reykjavik, Iceland; and former Director of Residential Capital LLC

Mr. Mack is not an “interested person” of the Company as defined in the 1940 Act. Mr. John E. Mack has over 40 years of international banking and financial business management experience. From November 2002 through September 2005, Mr. Mack served as Senior Managing Executive Officer and Chief Financial Officer of Shinsei Bank, Limited of Tokyo, Japan. Prior to joining Shinsei Bank and for more than twenty-five years, Mr. Mack servedextensive experience in senior management positions at Bank of America and its predecessor companies, including twelve years as Corporate Treasurer of NationsBank Corporation and NCNB Corporation. From November 2011 through December 2013, Mr. Mack was a member of the board of directors of Residential Capital LLC, and from January 2010 through March 2015, Mr. Mack was Vice-Chairman and a director of Islandsbanki hf located in Reykjavik, Iceland. Mr. Mack is currently a member of the board of directors of Incapital Holdings LLC, Searchlight Minerals Corp., Tiptree Financial Inc. and GlobalMin Ventures Inc. Mr. Mack holds an MBA from the University of Virginia Darden School of Business and received his bachelor’s degree in Economics from Davidson College. Mr. Mack has served in senior management positions at large financial institutions and has extensive experience in finance, accounting and regulatory issues. In addition, his tenure in the financial services industry and service as a director of both public and private companies provide industry-specific knowledge and expertisesupport her appointment to the board of directors.our Board.

Current Directors — Not up for Election at the Meeting

Class I Directors — Term Expiring 2018

Name, Address and Age(1)		Position(s) Held with Company		Terms of Office and Length of Time Served		Principal Occupation(s) During Past 5 Years		Other Directorships Held by Director or Nominee for Director During Past 5 Years
InterestedIndependent Director
Jeff Tonkel, 46Lowell W. Robinson, 71		Director		Class IIII Director, since 2014;2019; Term expires 20182020		President of Medley Management, Inc.; President of Sierra Income Corporation		None

Mr. Tonkel is an “interested person” of the Company as defined in the 1940 Act due to his positions as a Managing Partner of MCC Advisors Mr. Tonkel also serves as President of Sierra Income Corporation. Prior to Medley, Mr. Tonkel was a Managing Director with JP Morgan serving as CFO of a global financing and markets business. Prior to JP Morgan, Mr. Tonkel was a Managing Director of Principal Investments with Friedman Billings Ramsey where he focused on Merchant Banking and Corporate Development investments in the specialty finance, real estate and diversified industrial sectors. Mr. Tonkel began his investment career with Summit Partners. Mr. Tonkel received a BA from Harvard University and an MBA from Harvard Business School.

Independent Director

Robert Lyons, 56See “Other Directorships Held by Director During Past 5 Years”		Director		Class I Director since 2015; Term expires 2018		Senior Managing Director of Knight Capital		Aratana Therapeutics, Inc.; EVINE Live Inc. (formerly ShopHQ); SITO Mobile, Ltd.; Higher One Holdings, Inc.; Support.com, Inc.; The Jones Group, Inc.; the New York Academy Securities Viamet Poseida Theraputicsof Science; The Council for Economic Education; and The Metropolitan Opera Guild

Lowell W. Robinson is an experienced executive with over thirty years of senior global strategic, financial, M&A, operational, turnaround and governance experience. From 2007 through 2009, Mr. Lyons isLowell served as the Chief Financial Officer and Chief Operating Officer of MIVA, Inc. (formerly NASDAQ:MIVA), an online advertising network, after initially joining the company in 2006 as its Chief Financial Officer and Chief Administrative Officer. Prior to that, Mr. Robinson served as the President of LWR Advisors, LLC, a strategic and financial consulting services firm, from 2002 to 2006. Previously, from 2000 to 2002, he served as the Chief Financial Officer and Chief Administrative Officer at HotJobs.com Ltd. (formerly NASDAQ:HOTJ), an online recruiting and job search engine that was sold to Yahoo! Inc. Mr. Robinson was the Chief Financial Officer and Chief Administrative Officer at PRT Group Inc. (formerly NASDAQ:PRTG), a software and IT services company that he helped take public, from 1997 through 1999. Mr. Robinson also previously held senior financial positions as Executive Vice President, Chief Financial Officer, and Chief Administrative Officer at Advo, Inc. (formerly NYSE:AD), a direct-mail and marketing services company (1994 to 1997), Citigroup Inc. (NYSE:C), a multinational diversified financial services corporation (1986 to 1993), Uncle Bens Inc., a leading marketer of rice and a subsidiary of Mars, Incorporated (1983 to 1986), and Kraft Foods Inc. (formerly NYSE:KFT), at the time one of the world’s largest food companies (1973 to 1983). He previously served as a director nomineeof each of Aratana Therapeutics, Inc. (NASDAQ: PETX), a commercial-stage biopharma company focused on pet products (May 2018 to July 2019), EVINE Live Inc. (NASDAQ:EVLV) (f/k/a ShopHQ), a digital omnichannel home shopping network (March 2014 to June 2018), SITO Mobile, Ltd. (NASDAQ:SITO), a leading mobile engagement platform provider (April 2017 to June 2017), Higher One Holdings, Inc. (formerly NYSE:ONE), a financial technology company focused on providing cost-saving solutions (June 2014 to August 2016), Support.com, Inc. (NASDAQ:SPRT), a leading provider of cloud-based software and is notservices (March 2016 to June 2016), The Jones Group, Inc. (formerly NYSE:JNY), an “interested person”American designer, marketer and wholesaler of the Companybranded clothing, shoes and accessories (2005 to April 2014), and International Wire Group, Inc. (OTCMKTS:ITWG), a manufacturer and marketer of wire products (2003 to 2009). Mr. Robinson’s prior board experience also includes serving as defined in the 1940 Act.a director of each of Independent Wireless One Corp., Diversified Investment Advisors Inc. and Edison Schools Inc. Since September 2018, Mr. LyonsRobinson has worked in the financial services industry for over 25 years. After receiving his MBA from University of Chicago in 1987, he went to Merrill Lynch where he worked on the Debt Capital Markets desk. During his 22-year career at Merrill Lynch he held a variety of debt origination positions, including Global Head of Debt Capital Markets from 2001 through 2005. His final position at Merrill was Vice Chairman in Investment Banking. While at Merrill Lynch, Mr. Lyons served on the board of Merrill Lynch Leasing Companydirectors of The New York Academy of Science, a not-for-profit organization dedicated to driving innovative solutions to society’s challenges by advancing scientific research, education and policy. He previously was on the boards of The Council for Economic Education, The Metropolitan Opera Guild, the Smithsonian Libraries and the Cayman Island BranchUniversity of Merrill Lynch Bank. From 2010 until 2013, Mr. Lyons worked at Knight Capital Group. Initially Mr. Lyons ran the Debt Origination business, but was soon promoted to Senior Managing Director and Co-HeadWisconsin School of the Fixed Income Division. The Knight Fixed Income Division included both a sales and trading operation as well as a mortgage company. At Knight, Mr. Lyons servedBusiness, where he currently is on the firm’s executive committee. CurrentlyAdvisory Board for its Department of Economics. Mr. Lyons has a consulting practice that advises other securities firms on their fixed income operations. Mr. Lyons’ extensive experienceRobinson earned his M.B.A. from Harvard Business School and B.A. in finance and risk management will provide valuable insight toEconomics from the Board on regulatory, finance and risk management issues.University of Wisconsin.

Class II Directors — Term Expiring 2019

Name, Address and Age(1)

Position(s) Held with Company

Terms of Office and Length of Time Served

Principal Occupation(s) During Past 5 Years

Other Directorships Held by Director or Nominee for Director During Past 5 Years

Interested Director

Seth Taube, 46

Director

Class II Director since 2011; Term expires 2019

Co-Chief Executive Officer of Medley Management, Inc.; Managing Partner of MCC Advisors and Senior Portfolio Manager of the private investment funds managed by Medley; Chief Executive Officer and Chairman of the board of directors of Sierra Income Corporation, a non-traded business development company; previously, a Partner at CN Opportunity Fund

Sierra Income Corporation

Mr. Taube is an “interested person” of the Company as definedRobinson’s broad diversified expertise in the 1940 Act due to his positions as a Managing Partner of MCC Advisors since our inceptionvarious industries, including corporate finance, M&A and Senior Portfolio Manager of the private investment funds managed by Medley LLC (“Medley”) since 2007. In addition, Mr. Taube has served as Chief Executive Officer and Chairman of the board of directors of Sierra Income Corporation, a non-traded business development company since its inception on June 16, 2011, and previously served as its President. Mr. Taube also has served as the Chief Executive Officer and Chairman of the board of directors of Sierra Total Return Fund, a closed-end management investment company that is operated as an interval fund since its inception on August 18, 2016. Mr. Taube also serves as Chief Executive Officer of SIC Advisors LLC, which serves as the investment adviser to Sierra Income Corporation, as well as serves on the board of Sierra Total Return Fund and on the investment committee of STRF Advisors, the investment adviser to Sierra Total Return Fund. In addition to serving on our board of directors, Mr. Seth Taube currently serves on the board of Sierra Income Corporation. Prior to forming Medley, Mr. Taube was a Partner with CN Opportunity Fund, T3

Group, and Griphon Capital Management. Mr. Taube previously worked with Tiger Management and Morgan Stanley & Co. Through his depth ofturnaround experience, in managerial positions in investment management, leveraged finance and financial services, as well as his intimate knowledge of the business and operations of MCC Advisors and the private investment funds managed by Medley, Mr. Taube brings extensive knowledge of private equity and investment banking. Mr. Taube’s previous service on the Company’s board also provides him with a specific understanding of our Company, its operations, and the business and regulatory issues facing business development companies. Mr. Taube’s positions as Managing Partner of MCC Advisors and member of its Investment Committee provides the board of directors with a direct line of communication to, valuable insight of an experienced financial manager and direct knowledge of the operations of, the Company and its MCC Advisors, respectively.

Independent Director

Arthur S. Ainsberg, 69		Director		Class II Director, since 2011; Term expires 2019		Chief Operating Officer of Lehman Brothers Inc. in Liquidation from 2009 – 2011		AG Mortgage Investment Trust; former director of Nomura Securities International, Inc.; Nomura Global Financial Products, Inc.; Nomura Holding America, Inc.; and National Financial Partners Corporation

Mr. Ainsberg is not an “interested person” of the Company as defined in the 1940 Act. Mr. Ainsberg has over 40 years of experience in the financial services industry and a deep understanding of public and accounting matters for financial service companies. In May 2013, Mr. Ainsberg was named to the board of directors of AG Mortgage Investment Trust. AG is a NYSE company, structured as a REIT, investing in various types of mortgage investments. Mr. Ainsberg servedserving as a director Chairman of the Audit Committee and member of the Compliance Committee of Nomura Securities International, Inc. (the U.S. based broker-dealer of The Nomura Group) from 1996 through December 2014. In September 2012, Mr. Ainsberg was namednumerous public companies makes him well qualified to the board of directors of Nomura Global Financial Products, Inc. and in July 2013, he was named to the board of directors of Nomura Holding America, Inc., and servedserve on each board through December 2014. From July 2003 through May 2012, Mr. Ainsberg served as a director for National Financial Partners Corporation, an independent financial services distribution company. From August 2009 through June 2011, Mr. Ainsberg served as Chief Operating Officer of Lehman Brothers Inc. in liquidation, the largest and most complex bankruptcy in the United States. Prior to this engagement, Mr. Ainsberg served as the Independent Consultant for Morgan Stanley & Co. from December 2003 until July 2009, under the Global Research Analyst Settlement, and was responsible for selecting and monitoring the providers of independent research for the clients of Morgan Stanley. Previously, Mr. Ainsberg was Chief Operating Officer at two investment partnerships, Brahman Capital Corp. from 1996 to 2000 and Bessent Capital Corp. during 2001. He also served as Chairman of the New York State Board for Public Accountancy from 1999 to 2000 and was a member of that board from 1993 to 2001. From 1998 to 2000, he was also a member of the Board of District 10 of the National Association of Securities Dealers. Mr. Ainsberg is also the author ofShackleton: Leadership Lessons from Antarctica (2008)and the co-author ofBreakthrough: Elizabeth Hughes, the Discovery of Insulin, and the Making of a Medical Miracle (2010).Mr. Arthur S. Ainsberg has extensive experience in the financial services industry and a deep understanding of public and financial accounting matters for financial services companies. He also brings to the Board of Directors a valuable perspective from his experience as a board member of a large U.S. broker-dealer.our Board.

Information About Executive Officers Who Are Not Directors

The following information, as of the Record Date, pertains to our executive officers who are not directors of the Company.

Name, Address, and Age(1)		Position(s) Held with Company		Principal Occupation(s) During Past 5 Years
Richard T. Allorto, Jr., 45		Chief Financial Officer and Secretary		Chief Financial Officer of Medley Management, Inc.; previously, Chief Compliance Officer of Medley Capital Corporation; Chief Financial Officer, Chief Compliance Officer (previously) and Secretary of Sierra Income Corporation; Chief Financial Officer of MCC Advisors; previously Chief Financial Officer of GSC Investment Corp.
John D. Fredericks, 52		Chief Compliance Officer		General Counsel of Medley Management, Inc.; Chief Compliance Officer of Sierra Income Corporation; previously, a Partner at Winston & Strawn, LLP.

Mr. Allorto is the Chief Financial Officer and Secretary of the Company. Mr. Allorto is also the Chief Financial Officer of Medley and is responsible for the financial operations of the various private funds managed by Medley. Prior to joining Medley, Mr. Allorto held various accounting and finance positions at GSC Group, Inc., a registered investment advisor, including, most recently as Chief Financial Officer of a publicly traded business development company that was externally managed by GSC Group. Prior to GSC Group, Mr. Allorto was an Audit Supervisor at Arthur Andersen. Mr. Allorto received a B.S. in Accounting from Seton Hall University and is a licensed CPA.

Mr. Fredericks is the Chief Compliance Officer of the Company. Mr. Fredericks is also the Chief Compliance Officer of Sierra Income Corporation and Sierra Total Return Fund, as well as General Counsel of Medley Management, Inc. Prior to joining Medley, Mr. Fredericks was a partner with Winston & Strawn, LLP, where he was a member of the firm’s restructuring and insolvency and corporate lending groups. Before joining Winston & Strawn, LLP, Mr. Fredericks was a partner with Murphy Sheneman Julian & Rogers and an associate at Murphy, Weir & Butler. Mr. Fredericks was admitted to the California State Bar in 1993. Mr. Fredericks received a BA from the University of California Santa Cruz and a JD from University of San Francisco.

Director Independence

In accordance with rules of the New York Stock Exchange (“NYSE”),NYSE, our board of directorsBoard annually determines each director’s independence. We do not consider a director independent unless the board of directorsBoard has determined that he or she has no material relationship with us. We monitor the relationships of our directors and officers through the activities of our Nominating and Corporate Governance Committee and through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directorsBoard and the Chairman of the Nominating and Corporate Governance Committee of any change in circumstance that may cause his or her status as an independent director to change. The board of directorsBoard limits membership on the Audit Committee, and the Nominating and Corporate Governance Committee, the Compensation Committee, and the Special Committee to independent directors.

In order to evaluate the materiality of any such relationship, the board uses the definition of director independence set forth in the NYSE Listed Company Manual. Section 303A.00 of the NYSE Listed Company Manual provides that business development companies, or BDCs, such as the Company, are required to comply with all of the provisions of Section 303A applicable to domestic issuers other than Sections 303A.02, the section that defines director independence. Section 303A.00 provides that a director of a BDCbusiness development company shall be considered to be independent if he or she is not an “interested person” of the Company, as(as defined in

Section 2(a)(19) of the 1940 Act.Act) of the Company. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

The board of directorsBoard has determined that each of the directorsArthur Ainsberg, Karin Hirtler-Garvey, David A. Lorber, and director nomineesLowell W. Robinson is independent, and has no material relationship with the Company except asand is a director and stockholdernot an interested person of the Company withas defined in Section 2(a)(19) of the exception of1940 Act. Brook Taube and Seth Taube and Jeff Tonkel. Messrs. Brook Taube, Seth Taube and Jeff Tonkel are interested persons of the Company due to their positions as members of management of MCC Advisors. Jeff Tonkel is an interested person of the Company due to his position as a senior advisor to the Medley platform.

Board Leadership Structure

Our board of directorsBoard monitors and performs an oversight role with respect to the business and affairs of the Company, including with respect to investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of service providers to the Company. Among other things, our board of directorsBoard approves the appointment of our investment adviser and officers, reviews and monitors the services and activities performed by our investment adviser and executive officers and approves the engagement, and reviews the performance of, our independent registered public accounting firm.

Under the Company’s bylaws, our board of directorsBoard may designate a Chairman to preside over the meetings of the board of directorsBoard and meetings of the stockholders and to perform such other duties as may be assigned to him or her by the board of directors.Board. We do not have a fixed policy as to whether the Chairman of the board of directorsBoard should be an independent director and believe that we should maintain the flexibility to select the Chairman and reorganize the leadership structure, from time to time, based on the criteria that is in the best interests of the Company and its stockholders at such times.

Presently, Mr. Brook Taube serves as the Chairman of our board of directors. Mr.the Board. Brook Taube is an “interested person” of the Company as(as defined in Section 2(a)(19) of the 1940 ActAct) of the Company because he is Chief Executive Officer and President of the Company, serves on the Investment Committee and is the Managing Member of MCC Advisors. We believe that Mr. Taube’s history with the Company, familiarity with its investment platform, and extensive knowledge of the financial services industry qualify him to serve as the Chairman of our board of directors.Board. We believe that the Company is best served through this existing leadership structure, as Mr. Taube’s relationship with MCC Advisors, the Company’s current investment adviser, provides an effective bridge and encourages an open dialogue between management and the board of directors,Board, ensuring that both groups act with a common purpose.

The currently designated lead independent director of our board of directorsBoard is Arthur Ainsberg. We are aware of the potential conflicts that may arise when a non-independent director is Chairman of the board of directors,Board, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee, and the Nominating and Corporate Governance Committee, the Compensation Committee, and the Special Committee comprised solely of independent directors, and the appointment of a Chief Compliance Officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures. In addition, our independent directors are advised by independent counsel.

We recognize that different board leadership structures are appropriate for companies in different situations. We re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet the Company’s needs.

Board of DirectorsDirectors’ Role Inin Risk Oversight

Our board of directorsBoard performs its risk oversight function primarily through (a) its three standing committees, which report to the entire board of directorsBoard and are comprised solely of independent directors, and (b) active monitoring of our Chief Compliance Officer and our compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee and the Nominating and Corporate Governance Committee assist the board of directorsBoard in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the Company’s accounting and financial reporting processes, the Company’s systems of internal controls regarding

finance and accounting, and audits of the Company’s financial statements. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders, developing and recommending to the board of directorsBoard a set of corporate governance principles, and overseeing the evaluation of the board of directorsBoard and our management.

Our board of directorsBoard also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Every quarter, the board of directorsBoard reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of the compliance policies and procedures of the Company and its service providers. The Chief Compliance Officer’s quarterly report addresses the following: (a) the operation of the compliance policies and procedures of the Company and its service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s quarterly review; and (d) any compliance matter that has occurred since the date of the last report about which the board of directorsBoard would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the independent directors at least once each year.

We believe that our board of director’sBoard’s role in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 200% (or 150% if, pursuant to the 1940 Act, certain requirements are met) immediately after each time we incur indebtedness, we generally have to invest at least 70% of our total assets in “qualifying assets” and we are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an investment.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We re-examine the mannersmanner in which the board of directorsBoard administers its oversight function on an ongoing basis to ensure that it continues to meet the Company’s needs.

10

Committees of the Board of Directors

An Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, and a CompensationSpecial Committee have been established by our board of directors.the Board. During the fiscal year of 2016,ended 2019, our board of directorsBoard held sixthirty-seven board meetings, fivesix Audit Committee meetings, oneseven Nominating and Corporate Governance Committee meeting andmeetings, one Compensation Committee meeting.meeting, and fifty-five Special Committee meetings. All directors attended at least 75% of the aggregate number of meetings of the board of directorsBoard and of the respective committees on which they serve.serve during fiscal year end 2019. We require each director to make a diligent effort to attend all board and committee meetings as well as each annual meeting of our stockholders.

Audit Committee. The Audit Committee operates pursuant to a charter approved by our board of directors,the Board, a copy of which is available on our website athttp://www.medleycapitalcorp.com. The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include selecting the independent registered public accounting firm for the Company, reviewing with such independent registered public accounting firm the planning, scope and results of its audit of the Company’s financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing the Company’s annual financial statements and periodic filings and receiving the Company’s audit reports and financial statements. The Audit Committee also establishes guidelines and makes recommendations to our board of directorsthe Board regarding the valuation of our investments. The Audit Committee is responsible for aiding our board of directorsthe Board in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available. The board of directorsBoard and the Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities. The Audit Committee is currently composed of Messrs. John E. Mack,Karin Hirtler-Garvey, Arthur S. Ainsberg, Robert Lyons and Ms. Karin Hirtler-Garvey. AllLowell W. Robinson, each of them are consideredwhom is independent under the rules ofas set forth in the NYSE corporate governance listing standardsListed Company Manual and areis not an “interested persons” of the Company as that term isperson” (as defined in Section 2(a)(19) of the 1940 Act. Mr. MackAct) of the Company. Karin Hirtler-Garvey serves as ChairmanChair of the Audit Committee. Our board of directorsThe Board has determined that Mr. Mackeach of Karin Hirtler-Garvey, Arthur S. Ainsberg, and Lowell W. Robinson is an “audit committee financial expert” as that term is defined under Item 407 of

Regulation S-K, as promulgated under the Exchange Act. Mr. MackEach of Karin Hirtler-Garvey, Arthur S. Ainsberg, and Lowell W. Robinson meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our board of directors,the Board, a copy of which is available on our website athttp://www.medleycapitalcorp.com. The members of the Nominating and Corporate Governance Committee are Messrs. Arthur S. Ainsberg, John E. Mack and Ms. Karin Hirtler-Garvey. All members of the Nominating and Corporate Governance Committee are considered independent under the rules of the NYSE and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Ainsberg serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board of directorsBoard or a committee thereof, developing and recommending to the board of directorsBoard a set of corporate governance principles and overseeing the evaluation of the board of directorsBoard and our management. The Nominating and Corporate Governance Committee currently does not consider nominees recommended by our stockholders.

The Nominating and Corporate Governance Committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the board of directors,Board, the Company and its stockholders. In considering possible candidates for election as a director, the Nominating and Corporate Governance Committee takes into account, in addition to such other factors as it deems relevant, the desirability of selecting directors who:

Ms. Karin Hirtler-Garvey serves as the Chairman of the Compensation Committee.their respective staffs. As discussed below, none of our executive officers are compensated by the Company. The Compensation Committee met one time duringis currently composed of Karin Hirtler-Garvey, Arthur S. Ainsberg, and David A. Lorber, each of whom is independent as set forth in the 2016 fiscal year.NYSE Listed Company Manual and is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company. Ms. Hirtler-Garvey serves as the Chair of the Compensation Committee.

Special Committee. The Special Committee was granted the authority to, among other things, evaluate and review the terms and conditions of the proposed mergers of the Company, Sierra Income Corporation, and Medley Management Inc. (the “Mergers”) or any alternative thereto and determine whether the Mergers or any alternative thereto is advisable and is fair to, and in the best interests of, the Company and its stockholders (or any subset of its stockholders that the Special Committee determines to be appropriate). The Special Committee has the authority to select and retain, in its sole discretion, any advisors that they deem appropriate, including their own independent financial and legal advisors. The Special Committee is currently composed of Arthur S. Ainsberg, Karin Hirtler-Garvey, David A. Lorber, and Lowell W. Robinson, each of whom is independent as set forth in the NYSE Listed Company Manual and is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company. Mr. Lorber serves as the Chair of the Special Committee. Messrs. Mack and Lerdal had been members of the Special Committee prior to their resignation from the Board, effective as of March 18, 2019.

Communication with the Board of Directors

Stockholders with questions about the Company are encouraged to contact the Company’s investor relations department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s board of directorsBoard by sending their communications to Investor Relations, c/o Medley Capital Corporation, 280 Park Avenue, 6^th Floor East, New York, NY 10017. All stockholder communications received in this manner will be delivered to one or more members of the board of directors.Board.

Code of Ethics

and Practice and Policies Regarding Personal Trading and Hedging of Company Securities

The Company has adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and our Chief Financial Officer, as well as every officer, director, employee and access person (as defined within the Company’s Code of Ethics) of the Company. The Company’s Code of Ethics can be accessed via our website athttp://www.medleycapitalcorp.com. The Company intends to disclose any amendments to or waivers from any required provision of the Code of Ethics on Form 8-K.

Compensation

The Company has established a policy designed to prohibit our executive, officers, directors, and certain employees of Directors

The following table sets forth compensationMCC Advisors from purchasing or selling shares of the Company’s directors, for the year ended September 30, 2016:

Name		Fees Earned or Paid in Cash(1)				Stock Awards(2)				All Other Compensation				Total
Interested Directors
Brook Taube			—				—				—				—
Seth Taube			—				—				—				—
Jeff Tonkel			—				—				—				—
Independent Directors
Arthur S. Ainsberg		$	123,398				—				—			$	123,398
Karin Hirtler-Garvey		$	139,456				—				—			$	139,456
John E. Mack		$	148,369				—				—			$	148,369
Robert Lyons		$	131,435				—				—			$	131,435

(1)

For a discussion of the independent directors’ compensation, see below.

(2)

We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors. However, our independent directors have the option to receive all or a portion of the directors’ fees to which they would otherwise be entitled in the form of shares of our common stock issued at a price per share equal to the greater of our then current net asset value per share or the market price at the time of payment. No shares were issued to any of our independent directors in lieu of cash during 2016.

On December 7, 2016, the boardCompany while in possession of directors approved an amendment to the compensation model pursuant to which the independent directors earn feesmaterial nonpublic information, or otherwise using such information for their service onpersonal benefit or in any manner that would violate applicable laws and regulations. The Code of Ethics, which is jointly adopted by the Board. PriorCompany and MCC Advisors, establishes procedures that apply to the amendment, as compensation for serving on our boardofficers, directors, employees and access persons with respect to their personal investments and investment transactions. The Code of Ethics generally does not permit investments by officers, directors, each independent director received an annual fee of $55,000. Independent directors also received $7,500 ($1,500 for telephonic attendance) plus reimbursement of reasonable out-of-pocket expenses incurredemployees and access persons in connection with attending each board meeting and received $2,500 ($1,500 for telephonic attendance) plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the Chairman of the Audit Committee received an annual fee of $25,000 and each chairperson of any other committee received an annual fee of $10,000, and other members of the Audit Committee and any other standing committees received an annual fee of $12,500 and $6,000, respectively, for their additional services in these capacities.securities that may be purchased or held by us.

In addition, we purchase directors' and officers' liability insurance on behalfunder the Code of our directors and officers. The compensation model approved byEthics, no employee of MCC Advisors, which includes the board of directors on December 7, 2016, which will be retroactively

PROPOSAL II: RATIFICATION OF APPOINTMENT
OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
FOR THE 20172020 FISCAL YEAR

The Audit Committee and the independent directors of the board of directorsBoard have appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017,2020, subject to ratification or rejection by the stockholders of the Company.

Ernst& Young LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates. It is expected that a representative of Ernst & Young LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

The following table (in thousands) displays fees for professional services by Ernst & Young LLP for the fiscal years ended September 30, 20162019 and 2015:2018:

		Fiscal Year Ended September 30, 2016				Fiscal Year Ended September 30, 2015				Fiscal Year Ended September 30, 2019				Fiscal Year Ended September 30, 2018
Audit Fees		$	1,189			$	1,060			$	985			$	1,106
Audit Related Fees			—				—				—				—
Tax Fees			59				60				89				88
All Other Fees			—				—				—				—
		$	1,248			$	1,120			$	1,074			$	1,194

Audit Fees: Audit fees include fees for services that normally would be provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements and that generally only an independent registered public accounting firm can provide. In addition to fees for the audit of our annual financial statements, the audit of the effectiveness of our internal control over financial reporting and the review of our quarterly financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), this category contains fees for comfort letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.

Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees: Tax services fees consist of fees billed for professional tax services. These services also include assistance regarding federal, state and local tax compliance.

All Other Fees: Other fees would include fees for products and services other than the services reported above.