Common use of SUB-ADMINISTRATION SERVICES Clause in Contracts

SUB-ADMINISTRATION SERVICES. The Sub-Administrator shall provide the following services, subject to the authorization and direction of the Administrator or the Company and, in each case where appropriate, the review and comment by the Company’s independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Administrator and the Sub-Administrator: a. Prepare for the review by designated officer(s) of the Administrator the Company’s financial statements and periodic financial reports required to be filed with the SEC on Form 10-K and Form 10-Q and financial information required by proxy statements, Form 8-K and such other reports, forms or filings as may be mutually agreed upon; b. Coordinate the audit of the Company’s financial statements by the Company’s independent accountants, including the preparation of supporting audit workpapers and other schedules, and make such reports and recommendations to the Board (or the Audit Committee of the Board (“Audit Committee”)) concerning the performance of the independent accountants as the Board or the Audit Committee may reasonably request; c. Calculate management fees and incentive fees in accordance with the Company’s investment advisory agreement and/or other applicable documents; d. Calculate incentive amounts available for distribution to shareholders by the Company; e. Provide periodic testing of the Company with respect to compliance with the mandatory qualification requirements of the Internal Revenue Code of 1986 as amended (the “Code”) for status as a regulated investment company under Subchapter M of the Code, and as mutually agreed the requirements of the 1940 Act applicable to business development companies and the investment policies and restrictions of the Company contained in its Registration Statement for the Company as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Company as well as preparation of related Board materials; and f. Provide sub-certificates in connection with the certification requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Sub-Administrator. g. Implement and maintain a written information security program that contains appropriate security measures to safeguard the Personal Information (as defined below) of the Trust’s shareholders, employees, directors and/or officers that the Administrator receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. Pursuant to Section 17.02 of the Standards for The Protection of Personal Information of Residents of the Commonwealth of Massachusetts (Massachusetts Privacy Standards), “Personal Information” is means an individual’s name and one or more of the following: Social Security number, driver’s license number, state-issued identification card number, financial account number, or debit or credit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial account. The Sub-Administrator shall perform such other services for the Administrator and the Company that are mutually agreed to by the parties from time to time, for which the Company or the Administrator will pay such fees as may be mutually agreed upon in accordance with the provisions of Section 7 of this Agreement, including the Sub-Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement. The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.

SUB-ADMINISTRATION SERVICES. The Sub-Administrator shall provide the following services, subject to the authorization and direction of the Administrator or the Company and, in each case where appropriate, the review and comment by the CompanyTrust’s independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Administrator and the Sub-Administrator:: Fund Administration Treasury Services a. Prepare for the review by designated officer(s) of the Administrator Trust financial information that will be included in the CompanyTrust’s periodic and other reports and registration statements, including tax footnote disclosures where applicable, including such information for the Trust’s semi-annual and annual shareholder reports, proxy statements on Schedule 14A, registration statements on Form N-2 and such other reports as may be mutually agreed upon; b. Coordinate the audit of the Trust’s financial statements by the Trust’s independent accountants, including the preparation of supporting audit workpapers and other schedules; c. Prepare for the review by designated officer(s) of the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form 10-K and Form 10-Q and financial information required by Form N-2, proxy statements, Form 8-K statements and such other reports, forms or filings as may be mutually agreed upon; b. Coordinate d. Prepare for the audit review by designated officer(s) of the CompanyTrust annual fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust’s financial statements by expenses, review calculations of fees paid to the CompanyTrust’s independent accountantsinvestment adviser, including the preparation of supporting audit workpapers custodian, fund accountant, distributor and other schedulestransfer agent, and make such reports obtain authorization of accrual changes and recommendations to the Board (or the Audit Committee of the Board (“Audit Committee”)) concerning the performance of the independent accountants as the Board or the Audit Committee may reasonably request; c. Calculate management fees and incentive fees in accordance with the Company’s investment advisory agreement and/or other applicable documents; d. Calculate incentive amounts available for distribution to shareholders by the Companyexpense payments; e. Provide periodic testing of the Company Trust with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements of the Internal Revenue Code of 1986 as amended (the “Code”) for status as a regulated investment company under Subchapter M of the Coderequirements, and as mutually agreed the requirements of the 1940 Act applicable to business development companies and limitations for the investment policies and restrictions of the Company Trust contained in its the Registration Statement for the Company as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Company Trust as well as preparation of related Board of Trustees (the “Board”) compliance materials; and; f. Prepare and furnish total return performance information for the Trust, including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management; g. Prepare and disseminate vendor survey information; h. Provide sub-certificates in connection with the certification requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Sub-Administrator.; g. Implement i. Maintain certain books and maintain a written information security program that contains records of the Trust as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon; Fund Administration Legal Services j. Prepare the agenda and resolutions for all requested Board and committee meetings, make presentations to the Board and committee meetings where appropriate security measures or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Trust’s shareholder meetings and prepare minutes of such meetings; k. Prepare and mail quarterly and annual Code of Ethics forms for Trustees who are not “interested persons” of the Trust under the 1940 Act (the “Independent Trustees”); l. Prepare for filing with the SEC the following documents: Form N-CSR, Form N-PX and all amendments to safeguard the Personal Information (as defined below) Registration Statement, including updates of the Prospectus and SAI and any sticker supplements to the Prospectus and SAI; m. Prepare for filing with the SEC proxy statements and provide consultation on proxy solicitation matters; n. Maintain general Board calendars and regulatory filings calendars; o. Maintain copies of the Trust’s shareholders, employees, directors and/or officers that Declaration of Trust and By-laws; p. Assist in developing guidelines and procedures to improve overall compliance by the Administrator receives, stores, maintains, processes or otherwise accesses Trust; q. Assist the Trust in connection the handling of routine regulatory examinations of the Trust and work closely with the provision Trust’s legal counsel in response to any non-routine regulatory matters; r. Maintain awareness of services hereunder. Pursuant to Section 17.02 of significant emerging regulatory and legislative developments that may affect the Standards Trust, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; s. Coordinate with insurance providers, including soliciting bids for The Protection of Personal Information of Residents of Directors & Officers/Errors & Omissions (“D&O/E&O”) insurance and fidelity bond coverage, file fidelity bonds with the Commonwealth of Massachusetts (Massachusetts Privacy Standards), “Personal Information” is means an individualSEC and make related Board presentations; Fund Administration Tax Services t. Compute tax basis provisions for both excise and income tax purposes; u. Prepare the Trust’s name and one or more of the following: Social Security number, driver’s license numberfederal, state, and local income tax returns and extension requests for review and for execution and filing by the Trust’s independent accountants and execution and filing by the Trust’s treasurer, including Form 1120- RIC, Form 8613 and Form 1099-issued MISC; v. Coordinate Form 1099-DIV mailings; and w. Review annual minimum distribution calculations (income and capital gain) prior to their declaration. Tax services, as described in “Fund Administration Tax Services” above and in this Agreement, do not include identification card numberof passive foreign investment companies, financial account number, qualified interest income securities or debit or credit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial accountInternal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities. The Sub-Administrator shall perform such other services for the Administrator and the Company Trusts that are mutually agreed to by the parties from time to time, for which the Company or the Administrator will pay such fees as may be mutually agreed upon in accordance with the provisions of Section 7 of this Agreementupon, including the Sub-Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement. The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.

SUB-ADMINISTRATION SERVICES. The Sub-Administrator shall provide the following services, subject to the control, supervision, authorization and direction of the Administrator Administrator, the Trust or the Company Fund and, in each case where appropriate, the review and comment by the CompanyAdministrator’s independent accountants or the Trust’s auditors and legal counsel and in accordance with procedures which may be established from time to time between the Administrator and the Sub-Administrator:: General Services a. Prepare Assist the Trust in preparing for and handling regulatory examinations, inquiries and investigations, including working closely with counsel to the Trust and counsel to the trustees that are not “interested persons” of the Trust under the 1940 Act (“Independent Trustees”); b. Provide and maintain office facilities for the Funds (which may be in the offices of the Sub-Administrator or an affiliate); c. Furnish for the Trust a Secretary and one or more Assistant Secretaries as provided by the Trust’s Bylaws, if so appointed by the Board, who shall perform corporate secretarial services as provided in the Bylaws, including assisting in the coordination of Board meetings and the preparation and distribution of materials and reports for meetings of the Board, the Independent Trustees and committees of the Board of Trustees of the Trust (the “Board”); Without limiting the generality of the foregoing, the Sub-Administration Services will also include the following duties: Fund Administration Treasury Services d. Monitor and coordinate all aspects of the Funds’ accounting functions, including, without limitation, as applicable internal controls over financial reporting, income and expense accruals, accounts receivable and payable, portfolio valuation (including reviewing and reporting on asset valuations), securities lending, interfund lending, Rule 12b-1 and certain servicing payments; e. Prepare, in cooperation with and subject to review by designated officer(s) the Trust’s investment adviser and Trust counsel where applicable, all necessary financial information that will be included in the Funds’ semi-annual and annual shareholder reports, Form N-CSR, Form N-Q and other of the Administrator Trust’s regulatory filings and quarterly reports to the CompanyTrust’s financial statements Board (as mutually agreed upon by the Board, counsel to the Independent Trustees, the Trust’s counsel or the Trust’s investment adviser, as appropriate), including tax footnote disclosures where applicable; f. Prepare, in cooperation with and subject to review by the Trust’s investment adviser and counsel to the Trust where applicable, the Trust’s periodic financial reports required to be filed with the SEC on Form 10Forms N-K SAR and Form 10N-Q CSR and financial information required by Form N-1A and periodic updates thereto, proxy statements, Form 8-K statements and such other reports, forms or filings as set forth in section (y) hereto and as may be mutually agreed upon; b. Coordinate the audit g. Prepare for review by an officer of the CompanyTrust, the Funds’ annual fund expense budgets, perform accrual analyses and rollforward calculations and recommend changes to fund expense accruals on a periodic basis, review calculations, submit for approval by officers of the Funds and arrange for payment of the Funds’ expenses, review calculations of fees paid to the Trust’s financial statements by the Company’s independent accountantsinvestment adviser, including the preparation of supporting audit workpapers and other schedulescustodian, fund accountant, distributor, and make such reports transfer agent, and recommendations to the Board (or the Audit Committee obtain authorization of the Board (“Audit Committee”)) concerning the performance of the independent accountants as the Board or the Audit Committee may reasonably requestaccrual changes and expense payments; c. Calculate management fees and incentive fees in accordance with the Company’s investment advisory agreement and/or other applicable documents; d. Calculate incentive amounts available for distribution to shareholders by the Company; e. h. Provide periodic post trade testing of the Company Funds with respect to compliance with the Internal Revenue Code’s mandatory qualification requirements of the Internal Revenue Code of 1986 as amended (the “Code”) for status as a regulated investment company under Subchapter M of the Coderequirements, and as mutually agreed the requirements of the 1940 Act applicable to business development companies and the investment policies and restrictions of the Company limitations for each Fund contained in its the Registration Statement for the Company as may be mutually agreed uponFunds, including quarterly compliance reporting to the designated officer(s) of the Company Trust’s officers as well as preparation of related Board compliance materials; and; f. i. Provide subtotal return performance data for each Fund, including such information on an after-certificates tax basis, calculated in connection accordance with all applicable securities laws and regulatory requirement, and as may be reasonably requested by the certification requirements Funds’ management; j. Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment to the SEC by the Funds; k. Maintain certain books and records of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Sub-Administrator. g. Implement and maintain a written information security program that contains appropriate security measures to safeguard the Personal Information (Funds as defined belowrequired under Rule 31a-1(b) of the Trust’s shareholders, employees, directors and/or officers that the Administrator receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. Pursuant to Section 17.02 of the Standards for The Protection of Personal Information of Residents of the Commonwealth of Massachusetts (Massachusetts Privacy Standards), “Personal Information” is means an individual’s name 1940 Act and one or more of the following: Social Security number, driver’s license number, state-issued identification card number, financial account number, or debit or credit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial account. The Sub-Administrator shall perform such other services for the Administrator and the Company that are mutually agreed to by the parties from time to time, for which the Company or the Administrator will pay such fees as may be mutually agreed upon in accordance with the provisions of Section 7 of this Agreement, including the Sub-Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement. The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.upon;

SUB-ADMINISTRATION SERVICES. The Sub-Administrator shall provide the following services, subject to the authorization and direction of the Administrator or the Company and, in each case where appropriate, the review and comment by the Company’s independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Administrator and the Sub-Administrator: a. Prepare for the review by designated officer(s) of the Administrator the Company’s financial statements and periodic financial reports required to be filed with the SEC on Form 10-K and Form 10-Q and financial information required by proxy statements, Form 8-K and such other reports, forms or filings as may be mutually agreed upon;; Execution Copy b. Coordinate the audit of the Company’s financial statements by the Company’s independent accountants, including the preparation of supporting audit workpapers and other schedules, and make such reports and recommendations to the Board (or the Audit Committee of the Board (“Audit Committee”)) concerning the performance of the independent accountants as the Board or the Audit Committee may reasonably request; c. Calculate management fees and incentive fees in accordance with the Company’s investment advisory agreement and/or other applicable documents; d. Calculate incentive amounts available for distribution to shareholders by the Company; e. Provide periodic testing of the Company with respect to compliance with the mandatory qualification requirements of the Internal Revenue Code of 1986 as amended (the “Code”) for status as a regulated investment company under Subchapter M of the Code, and as mutually agreed the requirements of the 1940 Act applicable to business development companies and the investment policies and restrictions of the Company contained in its Registration Statement for the Company as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Company as well as preparation of related Board materials; and f. Provide sub-certificates in connection with the certification requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services provided by the Sub-Administrator. g. Implement and maintain a written information security program that contains appropriate security measures to safeguard the Personal Information (as defined below) of the Trust’s shareholders, employees, directors and/or officers that the Administrator receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. Pursuant to Section 17.02 of the Standards for The Protection of Personal Information of Residents of the Commonwealth of Massachusetts (Massachusetts Privacy Standards), “Personal Information” is means an individual’s name and one or more of the following: Social Security number, driver’s license number, state-issued identification card number, financial account number, or debit or credit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial account. Execution Copy The Sub-Administrator shall perform such other services for the Administrator and the Company that are mutually agreed to by the parties from time to time, for which the Company or the Administrator will pay such fees as may be mutually agreed upon in accordance with the provisions of Section 7 of this Agreement, including the Sub-Administrator’s reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement. The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.