ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this Agreement) is made as of June 26,
2008 by and between United EcoEnergy Corp., a Nevada corporation (hereinafter
referred to as the Corporation), and Enterprise Administration, LLC, a Florida
limited liability company (hereinafter referred to as the Administrator).
PREAMBLE
The Corporation is a closed-end management investment company that has
elected to be treated as a business development company under the Investment
Company Act of 1940 (hereinafter referred to as the Investment Company Act).
The Corporation desires to retain the Administrator to provide administrative
services to the Corporation in the manner and on the terms hereinafter set
forth. The Corporation?s investment adviser is also owned by the members of
the Administrator. The Administrator is willing to provide administrative
services to the Corporation on the terms and conditions hereafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Corporation and the
Administrator hereby agree as set forth below:
1. DUTIES OF THE ADMINISTRATOR.
(a) Employment of Administrator. The Corporation hereby employs the
Administrator to act as administrator of the Corporation, and to furnish, or
arrange for others to furnish, the administrative services, personnel and
facilities described below, subject to review by and the overall control of
the Board of Directors of the Corporation, for the period and on the terms
and conditions set forth in this Agreement. The Administrator hereby accepts
such employment and agrees during such period to render, or arrange for the
rendering of, such services and to assume the obligations herein set forth
subject to the reimbursement of costs and expenses provided for below. The
Administrator and such others shall for all purposes herein be deemed to be
independent contractors and shall, unless otherwise expressly provided or
authorized herein, have no authority to act for or represent the Corporation
in any way or otherwise be deemed agents of the Corporation.
(b) Services. The Administrator shall perform (or oversee, or arrange for,
the performance of) the administrative services necessary for the operation of
the Corporation. Without limiting the generality of the foregoing, the
Administrator shall provide the Corporation with office facilities, equipment,
clerical, bookkeeping and record keeping services at such facilities and
such other services as the Administrator, subject to review by the Board of
Directors of the Corporation, shall from time to time determine to be necessary
or useful to perform its obligations under this Agreement. The Administrator
shall also, on behalf of the Corporation, conduct relations with custodians,
depositories, transfer agents, dividend disbursing agents, other stockholder
servicing agents, accountants, attorneys, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks, investment advisers and such other
persons in any such other capacity deemed to be necessary or desirable. The
Administrator shall make reports to the Corporation?s Board of Directors of
the performance of its obligations hereunder and furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Corporation as it shall determine to be desirable; provided that nothing
herein shall be construed to require the Administrator to, and the
Administrator shall not, provide any advice or recommendation relating to the
securities and other assets that the Corporation should purchase, retain or
sell or any other investment advisory services to the Corporation. The
Administrator shall be responsible for the financial and other records that the
Corporation is required to maintain and shall prepare reports to stockholders,
and reports and other materials filed with the Securities and Exchange
Commission (the SEC). The Administrator will provide on the Corporation?s
behalf significant managerial assistance to those portfolio companies to which
the Corporation is required to provide such assistance under the Investment
Company Act or other applicable law, and for which the Corporation will or may
charge a fee to such portfolio companies. In addition, the Administrator will
assist the Corporation in overseeing the preparation and filing of the
Corporation?s tax returns, and the printing and dissemination of reports to
stockholders of the Corporation, and generally overseeing the payment of the
Corporation?s expenses and the performance of administrative and professional
services rendered to the Corporation by others.
(c) The Administrator is hereby authorized to enter into one or more sub-
administration agreements with other service providers (each a Sub-
Administrator) pursuant to which the Administrator may obtain the services of
the service providers in fulfilling its responsibilities hereunder. Any such
sub-administration agreements shall be in accordance with the requirements of
the Investment Company Act and other applicable federal and state law and
shall contain a provision requiring the Sub-Administrator to comply with
Sections 2 and 3 below as if it were the Administrator.
2. RECORDS.
The Administrator agrees to maintain and keep all books, accounts and
other records of the Corporation that relate to activities performed by the
administrator hereunder and, if required by the Investment Company Act, will
maintain and keep such books, accounts and records in accordance with that Act.
In compliance with the requirements of Rule 31a-3 under the Investment Company
Act, the Administrator agrees that all records which it maintains for the
Corporation shall at all times remain the property of the Corporation, shall be
readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request.
The Administrator further agrees that all records which it maintains for the
Corporation pursuant to Rule 31a-1 under the Investment Company Act will be
preserved for the periods prescribed by Rule 31a-2 under the Investment
Company Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form. The
Administrator shall have the right to retain copies of such records subject to
observance of its confidentiality obligations under this Agreement.
3. POLICIES AND PROCEDURES.
The Administrator has adopted and implemented written policies and
procedures reasonably designed to prevent violation of the Federal Securities
laws by the Administrator. The Administrator shall provide the Corporation, at
such times as the Corporation shall reasonably request, with a copy of such
policies and procedures and a report of such policies and procedures; such
report shall be of sufficient scope and in sufficient detail, as may reasonably
be required to comply with Rule 38a-1 under the Investment Company Act and to
provide reasonable assurance that any material inadequacies would be disclosed
by such examination, and, if there are no such inadequacies, the report shall
so state.
4. CONFIDENTIALITY.
The parties hereto agree that each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each party to
the other regarding its business and operations. All confidential information
provided by a party hereto, including nonpublic personal information pursuant
to Regulation S-P of the Securities & Exchange Commission (SEC), shall be used
by any other party hereto solely for the purpose of rendering services
pursuant to this Agreement and, except as may be required in carrying out this
Agreement, shall not be disclosed to any third party, without the prior
consent of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided r thereafter becomes
publicly available other than through a breach of this Agreement, or that is
required to be disclosed by any regulatory authority, any authority or legal
counsel of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation.
5. COMPENSATION: ALLOCATION OF COSTS AND EXPENSES.
In full consideration of the provision of the services of the
Administrator, the Corporation shall reimburse the Administrator for the costs
and expenses incurred by the Administrator in performing its obligations and
providing personnel and facilities hereunder.
The Corporation will bear all costs and expenses that are incurred in its
operation and transactions that are not specifically assumed by the
Corporation?s investment adviser (the Adviser), pursuant to that certain
Investment Advisory Agreement, dated as of June 26, 2008 by and between the
Corporation and the Adviser. Costs and expenses to be borne by the Corporation
include, but are not limited to, those relating to: organization and offering;
calculating the Corporation?s net asset value (including the cost and expenses
of any independent valuation firm); expenses incurred by the Adviser payable to
third parties, including agents, consultants or other advisors (such as
independent valuation firms, accountants and legal counsel), in monitoring
financial and legal affairs for the Corporation and in monitoring the
Corporation?s investments and performing due diligence on its prospective
portfolio companies; interest payable on debt, if any, incurred to finance
the Corporation?s investments; offerings of the Corporation?s common stock
and other securities; investment advisory fees; administration fees, if any,
payable under this Agreement; fees payable to third parties, including agents,
consultants or other advisors, relating to, or associated with, evaluating and
making investments; transfer agent and custodial fees; federal and state
registration fees; all costs of registration and listing the Corporation?s
shares on any securities exchange; federal, state and local taxes; independent
directors? fees and expenses; costs of preparing and filing reports or other
documents required by the SEC; costs of any reports, proxy statements or other
notices to stockholders, including printing costs; the Corporation?s fidelity
bond, directors and officers/errors and omissions liability insurance, and any
other insurance premiums; direct costs and expenses of administration,
including printing, mailing, long distance telephone, copying, secretarial and
other staff, independent auditors and outside legal costs; and all other
expenses incurred by the Corporation or the Administrator in connection with
administering the Corporation?s business, including payments under this
Agreement based upon the Corporation?s allocable portion of the
Administrator?s overhead in performing its obligations under this Agreement,
including rent, and the allocable portion of the salaries and benefits
expenses of the Corporation?s chief compliance officer, chief financial
officer and controller and their respective staffs, if provided by the
Administrator.
6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR: INDEMNIFICATION.
The Administrator (and its officers, managers, partners, agents,
employees, controlling persons, members, and any other person or entity
affiliated with the Administrator) shall not be liable to he Corporation for
any action taken or omitted to be taken by the Administrator in connection
with the performance of any of its duties or obligations under this Agreement
or otherwise as administrator for the Corporation, and the Corporation shall
indemnify, defend and protect the Administrator (and its officers, managers,
partners, agents, employees, controlling persons, members, and any other
person or entity affiliated with the Administrator, each of whom shall
be deemed a third party beneficiary hereof) (collectively, the Indemnified
Parties) and hold them harmless from and against all damages, liabilities,
costs and expenses (including reasonable attorneys? fees and amounts
reasonably paid in settlement) incurred by the Indemnified Parties in or by
reason of any pending, threatened or completed action, suit, investigation or
other proceeding (including an action or suit by or in the right of the
Corporation or its security holders) arising out of or otherwise based upon
the performance of any of the Administrator?s duties or obligations under this
Agreement or otherwise as administrator for the Corporation. Notwithstanding
the preceding sentence of this Paragraph 6 to the contrary, nothing contained
herein shall protect or be deemed to protect the Indemnified Parties against
or entitle or be deemed to entitle the Indemnified Parties to indemnification
in respect of, any liability to the Corporation or its security holders to
which the Indemnified Parties would otherwise be subject by reason of gross
negligence in the performance of the Administrator?s duties or by reason of
the reckless disregard of the Administrator?s duties and obligations under
this Agreement (to the extent applicable, as the same shall be determined in
accordance with the Investment Company Act and any interpretations or guidance
by the SEC or its staff thereunder).
7. ACTIVITIES OF THE ADMINISTRATOR.
The services of the Administrator to the Corporation are not to be deemed
to be exclusive, and the Administrator and each affiliate is free to render
services to others. It is understood that directors, officers, employees and
stockholders of the Corporation are or may become interested in the
Administrator and its affiliates, as directors, officers, members, managers,
employees, partners, stockholders or otherwise, and that the Administrator and
directors, officers, members, managers, employees, partners and stockholders of
the Administrator and its affiliates are or may become similarly interested in
the Corporation as stockholders or otherwise.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of the date hereof, and shall
remain in force with respect to the Corporation for two years thereafter, and
thereafter continue from year to year, but only so long as such continuance is
specifically approved at least annually by (i) the Board of Directors of the
Corporation and (ii) a majority of those Directors who are not parties to this
Agreement or interested persons (as defined in the Investment Company Act) of
any such party. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Directors of the Corporation, or by the
Administrator, upon 60 days written notice to the other party. This Agreement
may not be assigned by a party without the consent of the other party.
9. AMENDMENTS OF THIS AGREEMENT.
This Agreement may be amended pursuant to a written instrument by mutual
consent of the parties.
10. GOVERNING LAW.
This Agreement shall be construed in accordance with laws of the State of
Florida and the applicable provisions of the Investment Company Act, if any.
To the extent that the applicable laws of the State of Florida, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, if any, the latter shall control.
11. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties and supersedes
all prior agreements, understandings and arrangements with respect to the
subject matter hereof.
12. NOTICES.
Any notice under this Agreement shall be given in writing, addressed and
delivered or mailed, postage prepaid, to the other party at its principal
office.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
UNITED ECOENERGY CORP.
By: /s/Xxxxx X. Xxxxxx
----------------------
Chief Executive Officer
ENTERPRISE ADMINISTRATION, LLC
By:
Tower I Consultants. LLC
By:______________________
Xxxx X. Xxxxxxx, Manager
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