ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 20th day of October 2005, by and between
Tortoise North American Energy Corporation, a Maryland corporation (the
"Company" or "Fund"), and SEI Investments Mutual Funds Services (the
"Administrator"), a Delaware business trust.
WHEREAS, the Company is a newly organized, non-diversified, closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), and is authorized to issue shares of common
stock ; and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
the Company on the terms and conditions hereinafter set forth herein:
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. Retention of the Administrator. The Fund hereby retains the
Administrator to furnish the Fund with accounting and administrative services as
set forth in this Agreement, and the Administrator hereby accepts such
employment. The Administrator shall be deemed to be an independent contractor
for all purposes herein.
ARTICLE 2. Administrative and Accounting Services. The Administrator shall
perform or supervise the performance by others of the accounting and
administrative services set forth in Schedule A hereto. The Administrator (i)
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of the Fund and (ii) shall not provide any investment advisory services to the
Fund, and shall have no liability related to the foregoing. The Administrator,
and not the Fund, shall provide all necessary office space, equipment,
personnel, compensation and facilities (including facilities for shareholders'
and Directors' meetings) in connection with providing the services required to
be provided by the Administrator hereunder. The Administrator may sub-contract
with third parties to perform certain of the services to be performed by the
Administrator hereunder; provided, however, that the Administrator shall
disclose to the Fund the name of each sub-contractor that performs a material
part of the services and the services performed by such sub-contractor, and
shall remain principally responsible to the Fund for the acts and omissions of
such other entities. In meeting its duties hereunder, the Administrator shall
have the general authority to do all acts deemed in the Administrator's good
faith belief to be necessary and proper to perform its obligations under this
Agreement.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement.
(B) Fund Expenses. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund not otherwise allocated in this Agreement, including,
without limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders, all expenses
incurred in
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connection with issuing or redeeming Shares, the costs of pricing services, the
costs of custodial services, the cost of registration of Shares under Federal
and state securities laws, fees and out-of-pocket expenses of Directors who are
not affiliated persons of the Administrator or any affiliated corporation of the
Administrator, the costs of Directors' meetings, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees
and charges of service providers to the Fund. The Fund shall reimburse the
Administrator for its reasonable out-of-pocket expenses, including all
reasonable charges for SAS 70 audit charges, and reasonable copying, postage,
telephone, and fax charges incurred by the Administrator in the performance of
its duties.
ARTICLE 4. Compensation of the Administrator. Fund shall pay to the
Administrator compensation at the annual rate specified in Schedule B to this
Agreement until this Agreement is terminated in accordance with Article 6. Such
compensation shall be calculated and accrued daily, and paid to the
Administrator monthly. If this Agreement becomes effective subsequent to the
first day of a month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of the Administrator's compensation for the
preceding month shall be made promptly.
ARTICLE 5. Limitation of Liability and Indemnification. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. (As used in this Article 5, the term "Administrator" shall include
Directors, officers, employees and other agents of the Administrator as well as
that entity itself.) The Administrator shall indemnify the Fund, its directors,
officers, employees and other agents and hold them harmless from and against any
and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly from willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or gross negligence in the performance of its duties, and
without reckless disregard of its obligations and duties hereunder, the Fund
assumes full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising directly
or indirectly out of any act or omission of Administrator in carrying out its
duties hereunder.
Under no circumstances shall an indemnitor be liable to an indemnitee for
consequential, indirect or punitive damages. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination of this
Agreement.
If in any case the indemnitor may be asked to indemnify or hold the
indemnitee harmless, the indemnitee shall promptly advise the indemnitor of the
pertinent facts concerning the situation in question, and the indemnitee will
use all reasonable care to identify and notify the indemnitor
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promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification, but failure to do so shall
not affect the rights hereunder.
The indemnitor shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the indemnitor elects to assume the
defense of any such claim, the defense shall be conducted by counsel chosen by
the indemnitor and satisfactory to the indemnitee, whose approval shall not be
unreasonably withheld. In the event that the indemnitor elects to assume the
defense of any suit and retain counsel, the indemnitee shall bear the fees and
expenses of any additional counsel retained by it. If the indemnitor does not
elect to assume the defense of a suit, it will reimburse the indemnitee for the
fees and expenses of any counsel retained by the indemnitee. The indemnitee
shall in no case confess any claim or make any compromise in any case in which
the indemnitor will be asked to indemnify the indemnitee except with the
indemnitor's prior written consent.
With respect to any matter arising in connection with the Administrator's
duties, the Administrator may apply to the Fund at any time for instructions and
may, upon approval from Fund, consult counsel for the Fund or Fund accountant,
at the Fund's expense. The Administrator may consult its own counsel and outside
accountants and other experts, at its own expense. The Administrator shall not
be liable or accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel,
accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the Fund
until receipt of written notice thereof from the Fund.
Nothing herein shall make the Administrator liable for the performance
or omissions of unaffiliated third parties not under the Administrator's
reasonable control such as, by way of example and not limitation, transfer
agents, custodians, investment advisers or sub-advisers, postal or delivery
services, telecommunications providers and processing and settlement services.
The Administrator is entitled to rely on the price information provided by
the Fund's advisor, brokers and custodians in order to calculate the Fund's net
asset value (and the value of shareholders' capital accounts based upon such
valuation) and the Administrator shall not be liable for any valuation errors
resulting from the use of such information.
ARTICLE 6. Duration and Termination of this Agreement. This Agreement shall
become effective on the date set forth in Schedule B hereto and shall remain in
effect for the full duration of the Initial Term and each Renewal Term, each as
set forth in Schedule B, unless terminated in accordance with the provisions of
this Article 6. This Agreement may be terminated only: (a) by either party at
the end of the Initial Term or the end of any Renewal Term on at least 90 days'
prior written notice; (b) by either party hereto on such date as is specified in
written notice given by the terminating party, in the event of a material breach
of this Agreement by the other party, provided (i) the terminating party has
notified the other party of such material breach at least 45 days prior to the
specified date of termination and the breaching party has not remedied such
breach by the specified date or (ii) the breaching party has committed a
material breach two or more times during any six month period (even if such
prior breaches have been cured) and the terminating party has notified the other
party of such material breach at least 30 days prior to the specified date of
termination; or (c) as to the Fund, effective upon the liquidation of the Fund.
For purposes of this paragraph, the term "liquidation" shall mean a transaction
in which the assets of the Fund are sold or
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otherwise disposed of and proceeds there from are distributed in cash to the
shareholders in complete liquidation of the interests of shareholders in the
Fund.
In the event that, in connection with termination, a successor to any of
the Administrator's duties or responsibilities hereunder is designated by the
Fund by written notice to the Administrator, the Administrator will promptly,
upon such termination and at the expense of the Fund, transfer to such successor
all relevant books, records, correspondence, and other data established or
maintained by the Administrator under this Agreement in the form such books,
records and other data are maintained by the Administrator.
ARTICLE 7. Activities of the Administrator. The services of the
Administrator rendered to the Fund are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
ARTICLE 8. Confidentiality. The Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Fund and its shareholders received by the Administrator in
connection with this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this Agreement;
provided, however, that Administrator may disclose such information as required
by law or after prior notification to and approval in writing by the Fund, which
approval may not be withheld where the Administrator may be exposed to civil or
criminal contempt proceedings or penalties (other than monetary damages) for
failure to comply and may not be unreasonably withheld where the Administrator
may be exposed to civil damages, unless the Fund agrees in advance and in
writing to indemnify the Administrator for any costs or losses incurred by the
Administrator for such failure to comply.
ARTICLE 9. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Fund shall be prepared and maintained in compliance with those
rules and at the expense of the Administrator, but shall be the property of the
Fund and will be made available to or surrendered promptly to the Fund on
request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
ARTICLE 10. Compliance With Governmental Rules and Regulations. The
Administrator undertakes to comply in all material respects with applicable
requirements of the Federal Securities Laws (as defined in Rule 38a-1 under the
1940 Act), and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the
Administrator hereunder.
ARTICLE 11. Internet Access. Data and information may be made
electronically accessible to the Fund and its adviser and/or sub-adviser through
Internet access to one or more links provided by the Administrator ("Manager
Dashboard"). All rights in Manager Dashboard
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(including text and "look and feel" attributes) are owned by the Administrator.
Any commercial use of the content or any other aspect of Manager Dashboard
requires the written permission of Administrator. Use of Manager Dashboard by
the Fund or its agents will be subject to any terms of use set forth on the web
site. Manager Dashboard and the information (including text, graphics and
functionality) in Manager Dashboard is presented "As Is" and "As Available"
without express or implied warranties including, but not limited to, implied
warranties of non-infringement, merchantability and fitness for a particular
purpose. Administrator neither warrants that Manager Dashboard will be
uninterrupted or error free, nor guarantees the accessibility, reliability,
performance, timeliness, sequence, or completeness of information provided on
Manager Dashboard.
ARTICLE 12. Entire Agreement: Amendments. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or proposal with respect to the subject matter hereof. This Agreement or
any part hereof may be changed or waived only by an instrument in writing signed
by the party against which enforcement of such change or waiver is sought.
ARTICLE 13. Assignment. This Agreement shall not be assignable by either
party without the prior written consent of the other party; provided that the
Administrator may assign its rights and delegate it duties under this Agreement
to any affiliate of SEI Investments Company.
ARTICLE 14. Waiver. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 15. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, federal express (or substantially similar delivery service),
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to
Fund, at 00000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000, Attn:
Xxxxx X. Xxxxxxx; and if to the Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx; Xxxx,
Xxxxxxxxxxxx 00000; Attn: General Counsel.
ARTICLE 16. Force Majeure. No breach of any obligation of a party to this
Agreement will constitute an event of default or breach to the extent it arises
out of a cause, existing or future, that is beyond the control and without
negligence of the party otherwise chargeable with breach or default, including
without limitation: work action or strike; lockout or other labor dispute;
flood; war; riot; theft; earthquake or natural disaster. Either party desiring
to rely upon any of the foregoing as an excuse for default or breach will, when
the cause arises, give to the other party prompt notice of the facts which
constitute such cause; and, when the cause ceases to exist, give prompt notice
thereof to the other party.
ARTICLE 17. Equipment Failures. In the event of equipment failures beyond
the Administrator's control, the Administrator shall take reasonable and prompt
steps to minimize service interruptions but shall have no liability with respect
thereto. The Administrator shall develop and maintain a plan for recovery from
equipment failures which may include contractual
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arrangements with appropriate parties making reasonable provision for emergency
use of electronic data processing equipment to the extent appropriate equipment
is available.
ARTICLE 18. Definitions of Certain Terms. The term "affiliated person,"
when used in this Agreement, shall have the meaning specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
ARTICLE 19. Headings. All Article headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 20. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Delaware, without giving effect to the principles
of conflicts of laws therein, and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
ARTICLE 21. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 22. Binding Agreement. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 23. Severability. If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
ARTICLE 24. Agreement for the Sole Benefit of the Administrator and the
Fund. This Agreement is for the sole and exclusive benefit of the Administrator
and the Fund and will not be deemed to be for the direct or indirect benefit of
the clients or customers of the Administrator or the Fund. The clients or
customers of the Administrator or the Fund will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual relationship
with the Administrator by reason of this Agreement and, subject to the
provisions set forth in Article 5 of this Agreement, each party hereto agrees to
indemnify and hold harmless the other party from any claims of its clients or
customers against the other party including any attendant expenses and
attorneys' fees, based on this Agreement or the services provided hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
TORTOISE NORTH AMERICAN ENERGY CORPORATION
By: /s/ Xxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx
Title: CFO
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /s/ Xxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxxx Xxxxx
Title: E.V.P.
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 20,2005
BETWEEN
TORTOISE NORTH AMERICAN ENERGY CORPORATION
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Administrator shall provide the following services to the Fund:
Fund Accounting Services
Cash Processing
o Record capital activity
o Reconcile shares and cash with transfer agent
o Resolve cash movement discrepancies
o Reconcile cash balance with custodian using an automated feed
o Provide advisor with daily cash availability, no later than 9:30 am
EST
o Provide 5-day cash projection via internet
o Reconcile security balances with custodian using an automated
custodian feed
o Identify failed trades and notify custodian if the custodian settles
items on an "actual settle basis"
Validation of Income & Expense Accruals
o Track and validate income and expense accruals including but not
limited to, amortization, accretion, interest and dividend income for
securities
o Analyze and modify expense accrual changes no less frequently than
quarterly ? Ensure income and expense categories are properly
classified for reporting purposes
o Calculate administration and advisory fees ? Maintain book/tax
differences off-line to assist in tax return preparation (no special
transactions involved)
Income & Capital Gain Distributions
o Calculate and record income and capital gains distribution factors as
required by prospectus
o Reconcile with book of record and resolve differences
o Coordinate estimated cash payments required for capital gains and
dividends not reinvested
Security Master File & Trade Processing
o Maintain security master file with all indicative data elements
Receive security trades no later than T+1
o Enter same-day settlement trades on Trade Date (T)
o Validate trade information
o Maintain tax lot records according to a default selected by the
advisor
o Record all mandatory corporate actions, validating income,
amortization and adjustments
o Receive and record corporate actions
o Track international dividend reclaims, if applicable
o Maintain bond ratings for all fixed income holdings on a daily basis
o Update outstanding share position for all equity holdings
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Fund Valuation
o Follow approved standard pricing and valuation policies
o Obtain portfolio security valuations from appropriate sources
consistent with the Administrator's pricing and valuation policies (as
adopted by the Fund).
o Obtain broker quotes for securities whose prices cannot be obtained
from pricing vendors or advisor
o Manage and respond to price challenges by advisor
o Check for trading halts on securities and other pricing anomalies at
market close and communicate to advisor.
o Facilitate and participate in fair value committee meetings if
requested
o Validate prices that deviate from pre-established thresholds o
Calculate NAV of each fund o Communicate NAVs to Bloomberg and other
reporting agencies as directed o Provide stale pricing reports to
advisor o Update month end deferred tax templates, if required, no
later than the 1st business day following month end, as directed
Accounting Reporting
o Compute yields, total return, expense ratios, portfolio turnover rate
and average dollar-weighted portfolio maturity, as appropriate, and
submit to Tortoise, and third party reporting agencies, as requested
o Produce standard reports which are delivered in an automated fashion,
via SEI Manager Dashboard at advisor locations:
o Daily Information
o Capital Share Activity
o Days to Maturity
o Daily Advisor
o Daily Total Return
o Distributed Income
o Earned Income & Amortization
o Expense Report
o Issuer Exception Report
o Transactional Detail
o NAV Impact Summary
o Summary Schedule of Investments
Fund Administration Services
Third Party Reporting
o Distribute daily and monthly data feeds to various major third party
reporting agencies as directed
o Distribute full portfolio holdings to selected third party reporting
agencies as directed
o Provide fund updates to third party reporting agencies as directed
o Assist in resolution of errors reported by third party agencies
o Provide feeds to SEI's Fund Reporting
o Disseminate to the New York Stock Exchange quarterly earnings
statements, annual CEO certifications and annual and any interim
written affirmation statements, record date notification for annual
meetings of Fund shareholders, proxy voting updates and final results
and miscellaneous press releases as periodically required with respect
to material changes within the Fund
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Performance Reporting and Investment Analysis
o Provide standard reports in electronic format (FTP or email)
including:
o Daily Info
o Blackbar
o Indices Report
o Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals, board materials)
o Provide conversion support
o Provide benchmark analysis and collection
o Provide standard performance extract
o Provide standard holdings extract
o Provide third party check (Lipper, Morningstar)
o Provide fully automated fund performance report using Advanced
Reporting Template
o Provide After Tax Return Reporting for fund as of calendar year end
o Provide date to date reporting available through SEI Manager Dashboard
Financial Statement Preparation
o Create financial statement timeline, review with Tortoise and manage
deadlines
o Manage annual and semi-annual report preparation process
o Coordinate preparation, printing and delivery of annual and
semi-annual reports to shareholders
o Prepare quarterly financial statements which include without
limitation the following items:
o Schedule of investments
o Statement of assets and liabilities
o Statement of operations
o Statement of changes in net assets
o Statement of cash flows
o Financial highlights
o Notes to financial statements
o Prepare as needed financial statements in an acceptable format no
later than 15 days after month-end for regulatory filings.
o Contact advisor to receive trades on trade date for fiscal
quarter-ends
o Review "shell" financial statements (prior period numbers, new
disclosures, etc.)
o Typeset through SEI-selected typesetter to match the design and format
of existing Tortoise shareholder communications, or as directed by
Tortoise
o Identify non-income producing securities, restricted, illiquid,
unlisted, STEPS, PIKS, segregated, on-loan, defaulted, TIPS and
when-issued securities
o Send draft financial statements to Tortoise for review Incorporate
advisor changes to financial statements and provide to printer
o Incorporate ROCSOP adjustments into financial statements
o Incorporate MD&A, graphs, etc.
o Coordinate review with various departments (legal, tax, audit, etc.)
and coordinate changes with Tortoise and printer
o Provide "Blueline" to Tortoise for review and approval
o Review "Blueline" and clear for print
o Complete N-SAR and file with the SEC
o Review and release XXXXX version of financial statement to SEC
o Monitor for compliance with New Accounting Standards issued by the
American Institute of Certified Public Accountants
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Treasury Services
Budgets:
o Set expense assumptions and review preliminary budgets with Tortoise
o Adjust budget assumptions and discuss with Tortoise no less frequently
than quarterly
o Calculate monthly revenue
Expense Payments:
o Process payments to advisor, and administrator by 4th business: day
after written authorization
o Pay Fund expenses to vendors and service providers upon written
authorization from the Company
Board Reports:
o Support all reporting required for the board meetings
o Provide legal support to compile reports and manage the process
o Create quarterly dividend payment report
o Report change in Net Assets
o Create analysis of expense summary
N-2:
o Provide fee, expense and other statistical information as required
Regulatory Assistance (Compliance)
o Provide support for SEC audits or inquiries including,
o Coordinate with the SEC on issues as requested
o Organize all necessary information
o Respond to any SEC inquiries and assist the advisor with
responses
o Compile reports for audits, where data resides only at SEI
o Prepare and file via XXXXX annual and semi-annual reports, Forms
N-SAR, N-CSR, Form N-Q and N-PX filings
o File shareholder reports under rule 30b2-1
o File fidelity bond under Rule 17g-1
o Process and reconcile leveraged positions, including reconciliation
with creditors and monitor lending covenant compliance. Accrue expense
for debt and preferred stocks set by auction rate or as determined in
prospectus.
o Prepare rating agencies compliance certificates within 5 business days
following month-end
o Perform its duties hereunder in compliance with all applicable laws
and regulations and provide any sub-certifications reasonably
requested by the Company in connection with any certification required
of the Company pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "SOX
Act") or any rules or regulations promulgated by the SEC thereunder,
provided the same shall not be deemed to change SEI's standard of care
set forth herein
Portfolio Compliance Post-Trade (Secondary) Checks
o Monitor and report Fund's compliance with the policies and investment
limitations of the Company as set forth in its prospectus and
statement of additional information or as amended as notified by the
Company
o Monitor and report Fund's compliance with the requirements of
Subchapter M of the Internal Revenue Code with respect to status as a
regulated investment company
o Monitor and report compliance with the 1940 Act requirements,
including:
Asset diversification tests
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Total return calculations
Maintenance of books and records under Rule 31a-3.
o Provide daily automated compliance with results delivered via SEI
Manager Dashboard
o SEI will consult with Tortoise on how to rectify a violation and
communicate to Board
o Conduct secondary, T+2 quantitative compliance checks on portfolios
o Update and maintain limitations tests
o Research potential portfolio deviations
o Provide advisors with monthly summary of potential deviations
o Coordinate monthly tier classification verification with advisors
o Supply documentation on rated funds to rating agencies as requested
Compliance Training & Consulting
o Monitor regulatory developments and communicate material changes as
needed
o Provide Tortoise with SEI's then current compliance manual
o Provide compliance training to Tortoise, Chief Compliance Officer
Fund Management
o Maintain the Fund's accounting books and records
o Maintain the Fund's governing documents, including its articles,
bylaws and minute books
o Establish Board of Director's meeting agendas and resolutions, with
the assistance of Company counsel
o Compile and distribute board books to Directors and interested parties
o Provide fund's outside counsel with SEI's input to board material
o Attend Board of Directors and Fund shareholder meetings (in person or
via telephone, as directed)
o Prepare reports for the Board of Directors based on financial and
administrative data
o Prepare draft minutes of meetings of the Board of Directors and Fund
shareholders for review and final approval by Fund counsel and the
Board of Directors
o Monitor fidelity bond and director and officer liability coverage
o Provide personnel to serve as officers of the Company if so elected by
the Board of Directors
o Develop, or assist legal counsel to the Fund in the development of,
policies and procedures relating to the operation of the Fund
o Document portfolio compliance violations on a quarterly basis
o Provide advisors with quarterly "advisor checklist" with affiliated
trades and authorized signers
o Provide consultation to the Fund and its adviser on regulatory matters
relating to the operation of the Fund, and update the Fund and its
adviser on significant regulatory and legislative developments which
may affect the Fund
o Provide consulting with respect to the ongoing design, development and
operation of the Fund, including changes to investment objectives and
policies, etc
o Coordinate as necessary the registration or qualification of shares of
the Fund with appropriate state securities authorities
o Provide reduced-rate insurance, both Director & Officer and Fidelity
Bond
Produce Regulatory Reports
o Coordinate with fund counsel on drafting and filing N-2, prospectuses,
supplements and SAIs
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o Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals, proxies)
o Coordinate with SEI Marketing and Tortoise on reviewing annuals,
semi-annuals, and NSARs (for marketing & compliance purposes)
o Coordinate with SEI Marketing and Tortoise on design layout and proof
content of all shareholder correspondence (for marketing & compliance
purposes)
o As requested by Tortoise, all shareholder reports and communication
are to match the design and format of existing Tortoise shareholder
reports and communication
o Manage production timeline to ensure distribution meets all required
deadlines
Distribute Regulatory Reports
o Determine print quantities for fund direct shareholders and omnibus
account beneficial shareholders.
o Request distribution quantities and marketing quantities from Tortoise
contact
o Coordinate distribution instructions with print vendor
Xxxxxxxx-Xxxxx Certification
o Provide guidance and interpretations of Xxxxxxxx-Xxxxx legislation and
requirements
o Issue applicable certification if SEI employee acts as either CEO or
CFO of the Funds
o Conduct periodic evaluation of disclosure controls and related
internal controls through SEI's Management Compliance Monitoring and
Oversight Committee
o Provide any sub-certifications reasonably requested by the Company in
connection with any certification required of the Company pursuant to
the Xxxxxxxx-Xxxxx Act of 2002
General Legal Consulting
o Respond to ad hoc legal requests regarding mutual funds, where
expertise resides at SEI
o Provide interpretations of significant new federal securities laws and
regulations when new laws are created
o Coordinate, as required, with Fund's outside legal counsel
Project Management
o Provide consulting and project planning/project management for new
funds, products, share classes or load structures
o Provide consulting and project planning/project management for launch
of new fund
o Provide project management and support for other fund related projects
as agreed to by SEI and Tortoise
Operations Support
o Provide an experienced Strategic Relationship Manager who is
accountable for the delivery of Tortoise's operations
o Apply for CUSIPs when new funds are opened
o Apply for ticker symbols and media listings as appropriate
o Assist in resolving material "as of' trades
o Notify vendors of changes in products, policies, procedures
o Compile third party financier reports, if necessary (FEP funding,
etc.)
Proxy Coordination
o Coordinate with Advisor and Fund's counsel on drafting, review and
filing of annual proxy, including evaluating proxy distribution
channels, coordinating with outside service provider to print and
distribute proxies, track shareholder responses and tabulate voting
results, and manage the proxy solicitation vendor, if necessary
Tax Information Support
o Provide the necessary financial information to support the preparation
and filing of tax returns
o Provide data for fiscal and calendar year shareholder disclosure
o Provide data for 1099's and supplemental tax letters
o Monitor wash sale losses
o Calculate eligible dividend income for corporate shareholders
o File Form 1099 Miscellaneous for payments to Directors and other
service providers
* References to Tortoise on Schedule A shall mean the Advisor or the Fund, as
appropriate
[END OF SCHEDULE A]
14
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 20,2005
BETWEEN
TORTOISE NORTH AMERICAN ENERGY CORPORATION
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Fees: Pursuant to Article 4, Fund shall pay the
Administrator the following fees, at the annual rate
set forth below calculated based upon the aggregate
average daily managed assets of the Fund:
0.05% of aggregate average daily managed assets up to
and including $500 million; and 0.04% of aggregate
average daily managed assets exceeding $500 million.
Subject to a minimum annual fee of $100,000.
Term: This Agreement shall become effective on completion
of the initial public offering of common stock of the
Company and shall remain in effect through October
31, 2006 ("Initial Term") and, thereafter, for
successive terms of 1 year (each a "Renewal Term"),
unless and until this Agreement is terminated in
accordance with the provisions of Article 6 hereof.
The fees outlined above will remain in effect until
October 31, 2008, or such shorter period as is
mutually agreed upon by the parties.
Misc.: Fund acknowledges and agrees that Administrator
reserves the right to impose a five percent (5%) per
annum surcharge against the Fund in the event the
Fund has not implemented by the first anniversary of
this Agreement an automated trade ticket process with
Administrator to facilitate the orderly and timely
processing of portfolio transactions, valuations and
reconciliations. Administrator agrees to provide
implementation assistance to Fund.
[END OF SCHEDULE B]
