Item 1.01 Entry into a Material Definitive Agreement

In connection with the adoption by the Board of Directors (the "Board") of Medley Capital Corporation (the "Company") of an internalized management structure, on November 19, 2020, the Company entered into a Fund Accounting Servicing Agreement and an Administration Servicing Agreement on customary terms with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services.




Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment
                 of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of David Lorber as Interim Chief Executive Officer and Ellida McMillan as Chief Financial Officer

In further connection with the adoption by the Board of an internalized management structure, the Board appointed Mr. David Lorber, age 42, as interim Chief Executive Officer of the Company, effective January 1, 2021, and Ms. Ellida McMillan, age 53, as Chief Financial Officer of the Company, effective January 1, 2021. Certain information regarding Mr. Lorber and Ms. McMillan is contained in the press release referred to in Item 7.01 and is incorporated herein by reference. Mr. Lorber and Ms. McMillan will each serve at the pleasure of the Board. In connection with his appointment, Mr. Lorber stepped down from the Compensation Committee of the Board, the Nominating and Corporate Governance Committee of the Board, and the Special Committee of the Board. Mr. Lorber's base annual salary will be $425,000, with a discretionary annual bonus of up to 100% of the base annual salary. Ms. McMillan's base annual salary will be $300,000, with a discretionary annual bonus of up to $200,000.

Item 7.01 Regulation FD Disclosure

On November 20, 2020, the Company issued a press release announcing the internalized management structure. The press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the

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Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.




Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

          Exhibit No.       Description

          99.1                Press Release dated as of November 20, 2020.

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