RETENTION OF ULTIMUS. The Fund hereby retains Ultimus to act as the administrator of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund; and shall provide such other services as the Fund may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall: (a) calculate Fund expenses and administer all disbursements for the Fund, and as appropriate compute the Fund's yields, total return, expense ratios and portfolio turnover rate; (b) prepare and coordinate, in consultation with Fund counsel, the preparation of prospectuses, statements of additional information, registration statements and proxy materials; (c) develop and prepare, with the assistance of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes; (d) administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, principal underwriter, custodian, transfer agent and fund accountant; (e) assist the Fund's transfer agent with respect to the payment of dividends and other distributions to shareholders; (f) calculate performance data of the Fund for dissemination to information services covering the investment company industry; (g) file all of the Fund's tax returns, and prepare and mail annual Form 1099, Form W-2P and Form 5498 to appropriate shareholders, with a copy to the Internal Revenue Service; (h) assist with the layout and printing of prospectuses and supplements thereto (if necessary), and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and the Fund’s proxy statements; (i) provide individuals reasonably acceptable to the Fund's Directors to serve as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Directors; (j) advise the Fund and its Directors on matters concerning the Fund and its affairs including making recommendations regarding dividends and distributions; (k) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the 1940 Act and as such bonds and policies are approved by the Directors; (l) monitor and advise the Fund on its registered investment company status under the Internal Revenue Code of 1986; (m) monitor and advise the Fund on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Fund's then current Prospectus or Statement of Additional Information; (n) provide such internal legal services as are requested by the Fund including, but not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Directors and meetings of the Fund’s shareholders; (o) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of any audit or report requested by the Fund; (p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Fund or the investment adviser of the Fund; (q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund; (r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2; (s) prepare such financial information reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed; (t) monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund’s shares are listed; (u) review implementation of any stock purchase or dividend reinvestment programs authorized by the Board of Directors; and (v) furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund as the Fund and Ultimus shall determine desirable.
Appears in 2 contracts
Samples: Administration Agreement (Cornerstone Strategic Value Fund Inc), Administration Agreement (Cornerstone Total Return Fund Inc)
RETENTION OF ULTIMUS. The Fund hereby retains Ultimus to act as the administrator of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund; and shall provide such other services as the Fund may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses and administer all disbursements for the Fund, and as appropriate compute the Fund's yields, total return, expense ratios and portfolio turnover rate;
(b) prepare and coordinate, in consultation with Fund counsel, the preparation of prospectuses, statements of additional information, registration statements and proxy materials;
(c) develop and prepare, with the assistance of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
(d) administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, principal underwriter, custodian, transfer agent and fund accountant;
(e) assist the Fund's transfer agent with respect to the payment of dividends and other distributions to shareholders;
(f) calculate performance data of the Fund for dissemination to information services covering the investment company industry;
(g) file all of the Fund's tax returns, and prepare and mail annual Form 1099, Form W-2P and Form 5498 to appropriate shareholders, with a copy to the Internal Revenue Service;
(h) assist with the layout and printing of prospectuses and supplements thereto (if necessary), and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and the Fund’s proxy statements;
(i) provide individuals reasonably acceptable to the Fund's Directors Trustees to serve as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the DirectorsTrustees;
(j) advise the Fund and its Directors Trustees on matters concerning the Fund and its affairs including making recommendations regarding dividends and distributions;
(k) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the 1940 Act and as such bonds and policies are approved by the DirectorsTrustees;
(l) monitor and advise the Fund on its registered investment company status under the Internal Revenue Code of 1986;
(m) monitor and advise the Fund on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Fund's then current Prospectus or Statement of Additional Information;
(n) provide such internal legal services as are requested by the Fund including, but not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Directors Trustees and meetings of the Fund’s shareholders;
(o) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of any audit or report requested by the Fund;
(p) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit of the Fund or the investment adviser of the Fund;
(q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2;
(s) prepare such financial information reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed;
(t) monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund’s shares are listed;
(u) review implementation of any stock purchase or dividend reinvestment programs authorized by the Board of DirectorsTrustees; and
(v) furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund as the Fund and Ultimus shall determine desirable.
Appears in 1 contract
Samples: Administration Agreement (Cornerstone Progressive Return Fund)
RETENTION OF ULTIMUS. The Fund Company hereby retains Ultimus to act as the administrator of the Fund Company and to furnish the Fund Company with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund Company with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the FundCompany; and shall provide such other services as the Fund Company may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses Consult with the Company’s officers, registered independent public accounting firm, legal counsel, custodian, accounting agent and administer all disbursements for transfer agent in establishing and maintaining the Fund, and as appropriate compute accounting policies of the Fund's yields, total return, expense ratios and portfolio turnover rateCompany;
(b) prepare Oversee the maintenance by the Company’s custodian of certain books and coordinate, in consultation with Fund counsel, records of the preparation Company as required under the 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser and other Company service providers) required by law or for the proper operation of prospectuses, statements of additional information, registration statements and proxy materialsthe Company;
(c) develop Review the appropriateness of and prepare, with arrange for the assistance payment of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votesCompany’s expenses;
(d) administer contracts on behalf Oversee and review calculations of fees paid to the Fund with, among othersAdministrator, the Fund's Company’s investment adviser, principal underwriter, its custodian, transfer agent and fund accountantany other service providers of the Company as determined and recorded by the Company’s accounting agent;
(e) assist Prepare, maintain and disseminate total return performance calculations on at least a quarterly basis;
(f) Prepare for review and approval by officers of the Fund's transfer agent Company, financial information for the Company’s quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with respect shareholders required or otherwise to be sent to the payment Company’s shareholders, and arrange for the printing and dissemination of dividends such reports and other distributions communications to shareholders;
(fg) calculate performance data Prepare for review by an officer of the Fund for dissemination Company, the Company’s periodic financial reports required to information services covering be incorporated into and filed with the investment company industry;
Securities and Exchange Commission (g“SEC”) file all of the Fund's tax returns, and prepare and mail annual on Form 109910-K, Form W-2P 10-Q and Form 5498 to appropriate shareholdersN-2 and such other reports, with a copy to the Internal Revenue Serviceforms or filings (e.g., Form 8-K), as may be mutually agreed upon;
(h) assist with Prepare the layout and printing of prospectuses and supplements thereto financial information for certain SEC filings (if necessarye.g., proxy statements), review such filings as prepared by the Company’s counsel in their entirety and assist with provide comments to the Company’s management and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and the Fund’s proxy statementsother appropriate parties (e.g., legal counsel);
(i) provide individuals reasonably acceptable to Assist in the Fund's Directors to serve as officers preparation and the filing of the FundCompany’s federal, who will be responsible for the management of certain of the Fund's affairs as determined by the Directorsstate and local income tax returns and any other required tax return;
(j) advise Prepare, distribute and file with the Fund Internal Revenue Service, Form 1099-MISC for payments made to the Company’s directors, legal counsel and its Directors on matters concerning independent registered public accounting firm, as applicable;
(k) Compute the Fund amount of dividends and its affairs including making recommendations regarding distributions to be paid by the Company; ensure proper notification accompanying payment(s), if applicable, and year-end reporting of such dividends and distributions;
(kl) obtain Develop and keep implement procedures to assist the investment adviser in effect fidelity bonds monitoring, on a periodic basis, compliance with regulatory requirements and directors the Company’s investment objectives, policies and officers/errors and omissions insurance policies for restrictions as set forth in the Fund in accordance with the requirements of the 1940 Act Company’s prospectus and as such bonds and policies are approved amended by the Directors;
(l) monitor Board and advise by the Fund on its registered investment company status under the Internal Revenue Code of 1986Company’s shareholders;
(m) monitor and advise the Fund on compliance with applicable limitations as imposed Review implementation of any stock purchase or dividend reinvestment programs authorized by the 1940 Act and the rules and regulations thereunder or set forth in the Fund's then current Prospectus or Statement of Additional InformationBoard;
(n) provide such internal legal services as are requested by the Fund including, but not limited to, the coordination Review of meetings dividend and preparation of materials for the quarterly and special meetings of the Directors and meetings of the Fund’s distribution notifications sent to Company shareholders;
(o) cooperate with, and take all reasonable actions Assist the Company in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of obtaining any audit or report requested by the Fundrequired insurance;
(p) cooperate with, File with the SEC the fidelity bond and take all reasonable actions in arrange for the performance preparation of its duties under this Agreement to ensure a memorandum or other appropriate correspondence that outlines the necessary information is made available to the Securities terms and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit conditions of the Fund or the investment adviser of the Fundsuch policy;
(q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2;
(s) prepare Prepare such financial information reports as may be required by any stock exchange or exchanges on which the FundCompany’s shares are listed;
(tr) monitor Monitor any share repurchase program the Fund Company may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the FundCompany’s shares are listed;
(s) Review the notice and agenda for any regularly scheduled board meetings, audit committee meeting or other meetings of committees of the board, as drafted by Company counsel or other competent parties. Such notices and agendas will be subject to the approval of Company counsel prior to the distribution to the Board or any committee members thereof;
(t) Assist Company management and Company counsel in the coordination of the production and distribution of the board materials to the directors, officers and other directly-interested parties (e.g., legal counsel, independent registered public accounting firm) and provide meeting facilities, if necessary;
(u) review implementation Review drafts of any stock purchase or dividend reinvestment programs authorized by the minutes of meetings of the Board of Directors; and(including committees thereof) and shareholder meetings as prepared by Company counsel or other competent parties, incorporating comments and revisions received from Company management, Company counsel and other interested parities;
(v) furnish advice and recommendations Manage the process with respect to other aspects the shareholder meetings. Specifically, arrange for the solicitation of proxies (including engaging a proxy solicitor), oversee the tabulation of votes, and provide the meeting facilities, if necessary;
(w) Gather news and market updates on the Company;
(x) Respond to or refer to the Company’s officers or its transfer agent, shareholder inquiries relating to the Company;
(y) Prepare reports relating to the business and affairs of the Fund Company as may be mutually agreed upon and not otherwise appropriately prepared by the Company’s investment adviser, its custodian, transfer agent, legal counsel or independent registered public accounting firm;
(z) Make such reports and recommendations to the Board concerning the performance and fees’ of the Company’s other service providers as the Fund Board may reasonably request or deem appropriate;
(aa) Provide communication and Ultimus shall determine desirablecoordination services with regard to the Company’s investment adviser, its transfer agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Company;
(bb) Provide such assistance to the Company’s investment adviser, its custodian, transfer agent, legal counsel and independent registered public accounting firm as generally may be required to properly carry on the business and operations of the Company; and
(cc) Assist the Company with its compliance efforts related to Section 404 of the Sarbanes Oxley Act of 2002.
Appears in 1 contract
Samples: Administration Agreement (Kayne Anderson Energy Development Co)
RETENTION OF ULTIMUS. The Fund Company hereby retains Ultimus to act as the administrator of the Fund Company and to furnish the Fund Company with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund Company with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the FundCompany; and shall provide such other services as the Fund Company may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses Consult with the Company’s officers, registered independent public accounting firm, legal counsel, custodian, accounting agent and administer all disbursements for transfer agent in establishing and maintaining the Fund, and as appropriate compute accounting policies of the Fund's yields, total return, expense ratios and portfolio turnover rateCompany;
(b) prepare Oversee the maintenance by the Company’s custodian of certain books and coordinate, in consultation with Fund counsel, records of the preparation Company as required under the 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser and other Company service providers) required by law or for the proper operation of prospectuses, statements of additional information, registration statements and proxy materialsthe Company;
(c) develop Review the appropriateness of and prepare, with arrange for the assistance payment of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votesCompany’s expenses;
(d) administer contracts on behalf Oversee and review calculations of fees paid to the Fund with, among othersAdministrator, the Fund's Company’s investment adviser, principal underwriter, its custodian, transfer agent and fund accountantany other service providers of the Company as determined and recorded by the Company’s accounting agent;
(e) assist Prepare, maintain and disseminate total return performance calculations on at least a quarterly basis;
(f) Prepare for review and approval by officers of the Fund's transfer agent Company, financial information for the Company’s quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with respect shareholders required or otherwise to be sent to the payment Company’s shareholders, and arrange for the printing and dissemination of dividends such reports and other distributions communications to shareholders;
(fg) calculate performance data Prepare for review by an officer of the Fund for dissemination Company, the Company’s periodic financial reports required to information services covering be incorporated into and filed with the investment company industry;
Securities and Exchange Commission (g“SEC”) file all of the Fund's tax returns, and prepare and mail annual on Form 1099N-Q, Form W-2P N-CSR. Form N-SAR and Form 5498 to appropriate shareholdersN-2 and such other reports, with a copy to the Internal Revenue Serviceforms or filings, as may be mutually agreed upon;
(h) assist with Prepare the layout and printing of prospectuses and supplements thereto financial information for certain SEC filings (if necessarye.g., proxy statements), review such filings as prepared by the Company’s counsel in their entirety and assist with provide comments to the Company’s management and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and the Fund’s proxy statementsother appropriate parties (e.g., legal counsel);
(i) provide individuals reasonably acceptable to Assist in the Fund's Directors to serve as officers preparation and the filing of the FundCompany’s federal, who will be responsible for the management of certain of the Fund's affairs as determined by the Directorsstate and local income tax returns and any other required tax return;
(j) advise Prepare, distribute and file with the Fund Internal Revenue Service, Form 1099-MISC for payments made to the Company’s directors, legal counsel and its Directors on matters concerning independent registered public accounting firm, as applicable;
(k) Compute the Fund amount of dividends and its affairs including making recommendations regarding distributions to be paid by the Company; ensure proper notification accompanying payment(s), if applicable, and year-end reporting of such dividends and distributions;
(kl) obtain Develop and keep implement procedures to assist the investment adviser in effect fidelity bonds monitoring, on a periodic basis, compliance with regulatory requirements and directors the Company’s investment objectives, policies and officers/errors and omissions insurance policies for restrictions as set forth in the Fund in accordance with the requirements of the 1940 Act Company’s prospectus and as such bonds and policies are approved amended by the Directors;
(l) monitor Board and advise by the Fund on its registered investment company status under the Internal Revenue Code of 1986Company’s shareholders;
(m) monitor and advise the Fund on compliance with applicable limitations as imposed Review implementation of any stock purchase or dividend reinvestment programs authorized by the 1940 Act and the rules and regulations thereunder or set forth in the Fund's then current Prospectus or Statement of Additional InformationBoard;
(n) provide such internal legal services as are requested by the Fund including, but not limited to, the coordination Review of meetings dividend and preparation of materials for the quarterly and special meetings of the Directors and meetings of the Fund’s distribution notifications sent to Company shareholders;
(o) cooperate with, and take all reasonable actions Assist the Company in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of obtaining any audit or report requested by the Fundrequired insurance;
(p) cooperate with, File with the SEC the fidelity bond and take all reasonable actions in arrange for the performance preparation of its duties under this Agreement to ensure a memorandum or other appropriate correspondence that outlines the necessary information is made available to the Securities terms and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit conditions of the Fund or the investment adviser of the Fundsuch policy;
(q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2;
(s) prepare Prepare such financial information reports as may be required by any stock exchange or exchanges on which the FundCompany’s shares are listed;
(tr) monitor Monitor any share repurchase program the Fund Company may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the FundCompany’s shares are listed;
(s) Review the notice and agenda for any regularly scheduled board meetings, audit committee meeting or other meetings of committees of the board, as drafted by Company counsel or other competent parties. Such notices and agendas will be subject to the approval of Company counsel prior to the distribution to the Board or any committee members thereof;
(t) Assist Company management and Company counsel in the coordination of the production and distribution of the board materials to the directors, officers and other directly-interested parties (e.g., legal counsel, independent registered public accounting firm) and provide meeting facilities, if necessary;
(u) review implementation Review drafts of any stock purchase or dividend reinvestment programs authorized by the minutes of meetings of the Board of Directors; and(including committees thereof) and shareholder meetings as prepared by Company counsel or other competent parties, incorporating comments and revisions received from Company management, Company counsel and other interested parities;
(v) furnish advice and recommendations Manage the process with respect to other aspects the shareholder meetings. Specifically, arrange for the solicitation of proxies (including engaging a proxy solicitor), oversee the tabulation of votes, and provide the meeting facilities, if necessary;
(w) Gather news and market updates on the Company;
(x) Respond to or refer to the Company’s officers or its transfer agent, shareholder inquiries relating to the Company;
(y) Prepare reports relating to the business and affairs of the Fund Company as may be mutually agreed upon and not otherwise appropriately prepared by the Company’s investment adviser, its custodian, transfer agent, legal counsel or independent registered public accounting firm;
(z) Make such reports and recommendations to the Board concerning the performance and fees’ of the Company’s other service providers as the Fund Board may reasonably request or deem appropriate;
(aa) Provide communication and Ultimus shall determine desirablecoordination services with regard to the Company’s investment adviser, its transfer agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Company; and
(bb) Provide such assistance to the Company’s investment adviser, its custodian, transfer agent, legal counsel and independent registered public accounting firm as generally may be required to properly carry on the business and operations of the Company.
Appears in 1 contract
Samples: Administration Agreement (Kayne Anderson MLP Investment CO)
RETENTION OF ULTIMUS. The Fund hereby retains Ultimus to act as the administrator of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund; and shall provide such other services as the Fund may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses and administer all disbursements for Consult with the Fund’s officers, registered independent public accounting firm, legal counsel, custodian, accounting agent and as appropriate compute transfer agent in establishing and maintaining the accounting policies of the Fund's yields, total return, expense ratios and portfolio turnover rate;
(b) prepare Oversee the maintenance by the Fund’s custodian of certain books and coordinate, in consultation with records of the Fund counsel, as required under the preparation 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser and other Fund service providers) required by law or for the proper operation of prospectuses, statements of additional information, registration statements and proxy materialsthe Fund;
(c) develop Review the appropriateness of and prepare, with arrange for the assistance payment of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes’s expenses;
(d) administer contracts on behalf Oversee and review calculations of fees paid to the Administrator, the Fund’s investment adviser, its custodian, and any other service providers of the Fund with, among others, as determined and recorded by the Fund's investment adviser, principal underwriter, custodian, transfer agent and fund accountant’s accounting agent;
(e) assist Prepare, maintain and disseminate total return performance calculations on at least a quarterly basis;
(f) Prepare for review and approval by officers of the Fund's transfer agent , financial information for the Fund’s quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with respect shareholders required or otherwise to be sent to the payment Fund’s shareholders, and arrange for the printing and dissemination of dividends such reports and other distributions communications to shareholders;
(f) calculate performance data of the Fund for dissemination to information services covering the investment company industry;
(g) file all Prepare for review by an officer of the Fund's tax returns, the Fund’s periodic financial reports required to be incorporated into and prepare filed with the Securities and mail annual Exchange Commission (“SEC”) on Form 1099N-Q, Form W-2P N-CSR, Form N-SAR and Form 5498 to appropriate shareholdersN-2 and such other reports, with a copy to the Internal Revenue Serviceforms or filings, as may be mutually agreed upon;
(h) assist with Prepare the layout and printing of prospectuses and supplements thereto financial information for certain SEC filings (if necessarye.g., proxy statements), and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and review such filings as prepared by the Fund’s proxy statementscounsel in their entirety and provide comments to the Fund’s management and other appropriate parties (e.g., legal counsel);
(i) provide individuals reasonably acceptable to Assist in the Fund's Directors to serve as officers preparation and the filing of the Fund’s federal, who will be responsible for the management of certain of the Fund's affairs as determined by the Directorsstate and local income tax returns and any other required tax return;
(j) advise Prepare, distribute and file with the Fund Internal Revenue Service, Form 1099-MISC for payments made to the Fund’s directors, legal counsel and its Directors on matters concerning independent registered public accounting firm, as applicable;
(k) Compute the Fund amount of dividends and its affairs including making recommendations regarding distributions to be paid by the Fund; ensure proper notification accompanying payment(s), if applicable, and year-end reporting of such dividends and distributions;
(k1) obtain Develop and keep implement procedures to assist the investment adviser in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the 1940 Act and as such bonds and policies are approved by the Directors;
(l) monitor and advise the Fund monitoring, on its registered investment company status under the Internal Revenue Code of 1986;
(m) monitor and advise the Fund on a periodic basis, compliance with applicable limitations as imposed by the 1940 Act regulatory requirements and the rules Fund’s investment objectives, policies and regulations thereunder or restrictions as set forth in the Fund's then current Prospectus or Statement of Additional Information;
(n) provide such internal legal services ’s prospectus and as are requested amended by the Fund including, but not limited to, the coordination of meetings Board and preparation of materials for the quarterly and special meetings of the Directors and meetings of by the Fund’s shareholders;
(m) Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board;
(n) Review of dividend and distribution notifications sent to Fund shareholders;
(o) cooperate with, and take all reasonable actions Assist the Fund in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of obtaining any audit or report requested by the Fundrequired insurance;
(p) cooperate with, File with the SEC the fidelity bond and take all reasonable actions in arrange for the performance preparation of its duties under this Agreement to ensure a memorandum or other appropriate correspondence that outlines the necessary information is made available to the Securities terms and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit conditions of the Fund or the investment adviser of the Fundsuch policy;
(q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2;
(s) prepare Prepare such financial information reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed;
(tr) monitor Monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund’s shares are listed;
(s) Review the notice and agenda for any regularly scheduled board meetings, audit committee meeting or other meetings of committees of the board, as drafted by Fund counsel or other competent parties. Such notices and agendas will be subject to the approval of Fund counsel prior to the distribution to the Board or any committee members thereof;
(t) Assist Fund management and Fund counsel in the coordination of the production and distribution of the board materials to the directors, officers and other directly-interested parties (e.g., legal counsel, independent registered public accounting firm) and provide meeting facilities, if necessary;
(u) review implementation Review drafts of any stock purchase or dividend reinvestment programs authorized by the minutes of meetings of the Board of Directors; and(including committees thereof) and shareholder meetings as prepared by Fund counsel or other competent parties, incorporating comments and revisions received from Fund management, Fund counsel and other interested parities;
(v) furnish advice and recommendations Manage the process with respect to other aspects the shareholder meetings. Specifically, arrange for the solicitation of proxies (including engaging a proxy solicitor), oversee the tabulation of votes, and provide the meeting facilities, if necessary;
(w) Gather news and market updates on the Fund;
(x) Respond to or refer to the Fund’s officers or its transfer agent, shareholder inquiries relating to the Fund;
(y) Prepare reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund Fund’s investment adviser, its custodian, transfer agent, legal counsel or independent registered public accounting firm;
(z) Make such reports and Ultimus shall determine desirablerecommendations to the Board concerning the performance and fees’ of the Fund’s other service providers as the Board may reasonably request or deem appropriate;
(aa) Provide communication and coordination services with regard to the Fund’s investment adviser, its transfer agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Fund; and
(bb) Provide such assistance to the Fund’s investment adviser, its custodian, transfer agent, legal counsel and independent registered public accounting firm as generally may be required to properly carry on the business and operations of the Fund.
Appears in 1 contract
Samples: Administration Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
RETENTION OF ULTIMUS. The Fund hereby retains Ultimus to act as the administrator of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund; and shall provide such other services as the Fund may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses and administer all disbursements for Consult with the Fund’s officers, registered independent public accounting firm, legal counsel, custodian, accounting agent and as appropriate compute transfer agent in establishing and maintaining the accounting policies of the Fund's yields, total return, expense ratios and portfolio turnover rate;
(b) prepare Oversee the maintenance by the Fund’s custodian of certain books and coordinate, in consultation with records of the Fund counsel, as required under the preparation 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board) such other books and records (other than those maintained by the investment adviser and other Fund service providers) required by law or for the proper operation of prospectuses, statements of additional information, registration statements and proxy materialsthe Fund;
(c) develop Review the appropriateness of and prepare, with arrange for the assistance payment of the Fund's investment adviser, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes’s expenses;
(d) administer contracts on behalf Oversee and review calculations of fees paid to the Administrator, the Fund’s investment adviser, its custodian, and any other service providers of the Fund with, among others, as determined and recorded by the Fund's investment adviser, principal underwriter, custodian, transfer agent and fund accountant’s accounting agent;
(e) assist Prepare, maintain and disseminate total return performance calculations on at least a quarterly basis;
(f) Prepare for review and approval by officers of the Fund's transfer agent , financial information for the Fund’s quarterly, semi-annual, annual and other periodic reports, proxy statements and other communications with respect shareholders required or otherwise to be sent to the payment Fund’s shareholders, and arrange for the printing and dissemination of dividends such reports and other distributions communications to shareholders;
(f) calculate performance data of the Fund for dissemination to information services covering the investment company industry;
(g) file all Prepare for review by an officer of the Fund's tax returns, the Fund’s periodic financial reports required to be incorporated into and prepare filed with the Securities and mail annual Exchange Commission (“SEC”) on Form 1099N-Q, Form W-2P N-CSR. Form N-SAR and Form 5498 to appropriate shareholdersN-2 and such other reports, with a copy to the Internal Revenue Serviceforms or filings, as may be mutually agreed upon;
(h) assist with Prepare the layout and printing of prospectuses and supplements thereto financial information for certain SEC filings (if necessarye.g., proxy statements), and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and review such filings as prepared by the Fund’s proxy statementscounsel in their entirety and provide comments to the Fund’s management and other appropriate parties (e.g., legal counsel);
(i) provide individuals reasonably acceptable to Assist in the Fund's Directors to serve as officers preparation and the filing of the Fund’s federal, who will be responsible for the management of certain of the Fund's affairs as determined by the Directorsstate and local income tax returns and any other required tax return;
(j) advise Prepare, distribute and file with the Fund Internal Revenue Service, Form 1099-MISC for payments made to the Fund’s directors, legal counsel and its Directors on matters concerning independent registered public accounting firm, as applicable;
(k) Compute the Fund amount of dividends and its affairs including making recommendations regarding distributions to be paid by the Fund; ensure proper notification accompanying payment(s), if applicable, and year-end reporting of such dividends and distributions;
(k) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the 1940 Act and as such bonds and policies are approved by the Directors;
(l) monitor Develop and advise implement procedures to assist the Fund investment adviser in monitoring, on its registered investment company status under the Internal Revenue Code of 1986;
(m) monitor and advise the Fund on a periodic basis, compliance with applicable limitations as imposed by the 1940 Act regulatory requirements and the rules Fund’s investment objectives, policies and regulations thereunder or restrictions as set forth in the Fund's then current Prospectus or Statement of Additional Information;
(n) provide such internal legal services ’s prospectus and as are requested amended by the Fund including, but not limited to, the coordination of meetings Board and preparation of materials for the quarterly and special meetings of the Directors and meetings of by the Fund’s shareholders;
(m) Review implementation of any stock purchase or dividend reinvestment programs authorized by the Board;
(n) Review of dividend and distribution notifications sent to Fund shareholders;
(o) cooperate with, and take all reasonable actions Assist the Fund in the performance of its duties under this Agreement to ensure that all necessary information is made available to, the Fund's independent public accountants in connection with the preparation of obtaining any audit or report requested by the Fundrequired insurance;
(p) cooperate with, File with the SEC the fidelity bond and take all reasonable actions in arrange for the performance preparation of its duties under this Agreement to ensure a memorandum or other appropriate correspondence that outlines the necessary information is made available to the Securities terms and Exchange Commission (the “SEC”) or any other regulatory authority in connection with any regulatory audit conditions of the Fund or the investment adviser of the Fundsuch policy;
(q) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(r) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements and Form N-2;
(s) prepare Prepare such financial information reports as may be required by any stock exchange or exchanges on which the Fund’s shares are listed;
(tr) monitor Monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund’s shares are listed;
(s) Review the notice and agenda for any regularly scheduled board meetings, audit committee meeting or other meetings of committees of the board, as drafted by Fund counsel or other competent parties. Such notices and agendas will be subject to the approval of Fund counsel prior to the distribution to the Board or any committee members thereof;
(t) Assist Fund management and Fund counsel in the coordination of the production and distribution of the board materials to the directors, officers and other directly-interested parties (e.g., legal counsel, independent registered public accounting firm) and provide meeting facilities, if necessary;
(u) review implementation Review drafts of any stock purchase or dividend reinvestment programs authorized by the minutes of meetings of the Board of Directors; and(including committees thereof) and shareholder meetings as prepared by Fund counsel or other competent parties, incorporating comments and revisions received from Fund management, Fund counsel and other interested parities;
(v) furnish advice and recommendations Manage the process with respect to other aspects the shareholder meetings. Specifically, arrange for the solicitation of proxies (including engaging a proxy solicitor), oversee the tabulation of votes, and provide the meeting facilities, if necessary;
(w) Gather news and market updates on the Fund;
(x) Respond to or refer to the Fund’s officers or its transfer agent, shareholder inquiries relating to the Fund;
(y) Prepare reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise appropriately prepared by the Fund Fund’s investment adviser, its custodian, transfer agent, legal counsel or independent registered public accounting firm;
(z) Make such reports and Ultimus shall determine desirablerecommendations to the Board concerning the performance and fees’ of the Fund’s other service providers as the Board may reasonably request or deem appropriate;
(aa) Provide communication and coordination services with regard to the Fund’s investment adviser, its transfer agent, custodian and other service providers that render recordkeeping or shareholder communication services to the Fund; and
(bb) Provide such assistance to the Fund’s investment adviser, its custodian, transfer agent, legal counsel and independent registered public accounting firm as generally may be required to properly carry on the business and operations of the Fund.
Appears in 1 contract
Samples: Administration Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
RETENTION OF ULTIMUS. The Fund Salem hereby retains Ultimus to act as the administrator of the Fund and to furnish the Fund with the services as set forth below. Ultimus hereby accepts such employment to perform such duties. Ultimus shall provide the Fund with regulatory reporting services; shall provide all necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund; and shall provide such other services as the Fund or Salem may request that Ultimus perform consistent with its obligations under this Agreement. Without limiting the generality of the foregoing, Ultimus shall:
(a) calculate Fund expenses and administer all disbursements for the Fund, and as appropriate compute the Fund's yields, total return, expense ratios and portfolio turnover rate;
(b) prepare and coordinate, in consultation with Salem and Fund counsel, the preparation of prospectuses, statements of additional information, registration statements and proxy materials;
(c) prepare such reports, notice filing forms and other documents (including reports regarding the sale and redemption of shares of the Fund as may be required in order to comply with federal and state securities law) as may be necessary or desirable to make notice filings relating to the Fund's shares with state securities authorities, monitor the sale of Fund shares for compliance with state securities laws, and file with the appropriate state securities authorities compliance filings as may be necessary or convenient to enable the Fund to make a continuous offering of its shares;
(d) develop and prepare, with the assistance of the Fund's investment adviserSalem, communications to shareholders, including the annual report to shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;
(de) administer contracts on behalf of the Fund with, among others, the Fund's investment adviser, principal underwriterdistributor, custodian, transfer agent and fund accountant;
(ef) assist supervise the Fund's transfer agent with respect to the payment of dividends and other distributions to shareholders;
(fg) calculate performance data of the Fund for dissemination to information services covering the investment company industry;
(gh) file all of the Fund's tax returns, and prepare and mail annual Form 1099, Form W-2P and Form 5498 to appropriate shareholders, with a copy to the Internal Revenue Service;
(hi) assist with the layout and printing of prospectuses and supplements thereto (if necessary)thereto, and assist with and coordinate layout and printing of the Fund's semi-annual and annual reports to shareholders and the Fund’s proxy statementsshareholders;
(ij) provide individuals reasonably acceptable to the Fund's Directors to serve as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Directors;
(jk) advise the Fund and its Directors on matters concerning the Fund and its affairs including making recommendations regarding dividends and distributions;
(kl) obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Fund in accordance with the requirements of the 1940 Act and as such bonds and policies are approved by the Directors;
(lm) monitor and advise the Fund and its Portfolios on its their registered investment company status under the Internal Revenue Code of 1986;
(mn) monitor and advise the Fund and its Portfolios on compliance with applicable limitations as imposed by the 1940 Act and the rules and regulations thereunder or set forth in the Fund's or any Portfolio's then current Prospectus or Statement of Additional Information;
(no) provide such internal legal services as are requested by Salem or the Fund including, but not limited to, the coordination of meetings and preparation of materials for the quarterly and special meetings of the Directors and meetings of the Fund’s 's shareholders;
(op) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to, to the Fund's independent public accountants in connection with the preparation of any audit or report requested by the Fund;
(pq) cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to the Securities and Exchange Commission (the “"SEC”") or any other regulatory authority in connection with any regulatory audit of the Fund or the investment adviser of the FundSalem;
(qr) perform all administrative services and functions of the Fund to the extent administrative services and functions are not provided to the Fund by other agents of the Fund;
(rs) prepare and file with the SEC the following documents: semi-annual report for the Fund on Form N-SAR; Form N-CSR; Form N-Q; Form N-PX, fidelity bond, proxy statements SAR and Form N-2;
(s) prepare such financial information reports as may be all required by any stock exchange or exchanges on which notices pursuant to Rule 24f-2 under the Fund’s shares are listed;
(t) monitor any share repurchase program the Fund may engage in, including the timely reporting of such information to any stock exchange or exchanges on which the Fund’s shares are listed;
(u) review implementation of any stock purchase or dividend reinvestment programs authorized by the Board of Directors1940 Act; and
(vt) furnish advice and recommendations with respect to other aspects of the business and affairs of the Fund as the Fund Fund, Salem and Ultimus shall determine desirable.
Appears in 1 contract
Samples: Administration Agreement (Shepherd Street Funds Inc)
