Common use of SUB-ADMINISTRATION SERVICES Clause in Contracts

SUB-ADMINISTRATION SERVICES. The Sub-Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the Adviser and the Company and the review and comment by the Company's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Adviser and the Sub-Administrator: a. Oversee the determination and publication of the Company's net asset value in accordance with the Company's policy as adopted from time to time by the Board; b. Oversee the maintenance by the Company's custodian of certain books and records of the Company as required under Rule 31a-1(b) of the 1940 Act; c. Prepare the Company's federal, state and local income tax returns for review by the Company's independent accountants and filing by the Company's treasurer; d. Review calculation, submit for approval by officers of the Company and arrange for payment of the Company's expenses; e. Prepare for review and approval by officers of the Company financial information for the Company's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to Company shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; f. Prepare for review by an officer of and legal counsel for the Company the Company's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") as parts of Form 10K and 10Q. Other than the financial statements, the Adviser is responsible for preparing Forms 10K and 10Q. g. Prepare reports relating to the business and affairs of the Company as may be mutually agreed upon and not otherwise prepared by the Company's investment adviser, custodian, legal counsel or independent accountants; h. Make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request; i. Make such reports and recommendations to the Board concerning the performance and fees of the Company's custodian and transfer and dividend disbursing agent ("Transfer Agent") as the Board may reasonably request or deems appropriate; j. Oversee and review calculations of fees paid to the Company's investment adviser, custodian and Transfer Agent; k. Consult with the Company's officers, independent accountants, legal counsel, custodian and Transfer Agent in establishing the accounting policies of the Company; l. Respond to, or refer to the Company's officers or Transfer Agent, shareholder inquiries relating to the Company; m. Provide periodic testing of portfolios to assist the Company's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and Company prospectus limitations as may be mutually agreed upon; n. Review and provide assistance on shareholder communications; o. Maintain general corporate calendar; p. Maintain copies of the Company's charter and by-laws; q. File annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Company Performance" (which shall also be subject to review by the Company's legal counsel); r. Organize, attend and prepare minutes of shareholder meetings; s. Provide consultation on regulatory matters relating to portfolio management, Company operations and any potential changes in the Company's investment policies, operations or structure; act as liaison to legal counsel to the Company and, where applicable, to legal counsel to the Company's independent Board members; t. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Company, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; u. Develop or assist in developing guidelines and procedures to improve overall compliance by the Company and its various agents; v. Counsel and assist the Company in the handling of routine regulatory examinations and work closely with the Company's legal counsel in response to any non-routine regulatory matters; w. Review implementation of any dividend reinvestment program authorized by the Board; Subject to review and comment by the Company's legal counsel: x. Prepare and file with the SEC amendments to the Company's registration statement, including updating the Prospectus and Statement of Additional Information, where applicable; y. Prepare and file with the SEC proxy statements; provide consultation on proxy solicitation matters; z. Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and follow-up on matters raised at Board meetings; and aa. Prepare and file with the SEC Rule 24f-2 notices. The Sub-Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.