Exhibit k.1
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made as of June 20,
2007 by and between Tortoise Gas and Oil Corporation, a Maryland corporation
(hereinafter referred to as the "Corporation"), and Tortoise Capital Advisors,
L.L.C., a Delaware limited liability company (hereinafter referred to as the
"Administrator").
PREAMBLE
The Corporation is an externally managed, non-diversified closed-end
management investment company. 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 Administrator is also the
Corporation's investment adviser pursuant to an Investment Advisory Agreement.
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. 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 or in a separate written agreement, 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 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, stockholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks 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 its performance of 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, in its capacity as Administrator, provide any
advice or recommendation relating to the securities
1
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").
In addition, the Administrator will assist the Corporation in determining and
publishing the Corporation's net asset value, 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 of 1940 (hereinafter referred to as 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.
2
4. CONFIDENTIALITY.
The parties hereto agree that each shall treat confidentially 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 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 or 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.
In full consideration of the provision of the services of the
Administrator, the Corporation shall pay to the Administrator compensation at
the annual rate specified in Schedule A to this Agreement until this Agreement
is terminated in accordance with item 8. Such compensation shall be calculated
and accrued daily, and paid to the Administrator quarterly.
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 13, 2007 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 and management 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. Notwithstanding the foregoing, the
Administrator will compensate any Sub-Administrator engaged pursuant to Section
1(c) of this Agreement for services obtained from such Sub-Administrator to
fulfill the Administrator's responsibilities hereunder. The Administrator hereby
indemnifies and agrees to hold harmless the Corporation from any obligation to
pay or reimburse any such Sub-Administrator for any fees of such
Sub-Administrator in providing services to or for the benefit of the Company.
3
6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR: INDEMNIFICATION.
The Administrator, in its capacity as such (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 the
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 willful misfeasance, bad faith or 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 or 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 through December 31, 2008, 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.
4
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
Delaware and the applicable provisions of the Investment Company Act, if any. 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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TORTOISE GAS AND OIL CORPORATION
By:
--------------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
TORTOISE CAPITAL ADVISORS, L.L.C.
By:
--------------------------------------
Xxxxx Xxxxxxx, Manager
6
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF JUNE 20, 2007
BETWEEN
TORTOISE GAS AND OIL CORPORATION
AND
TORTOISE CAPITAL ADVISORS, L.L.C.
Fees: Pursuant to item 5, Corporation 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 Corporation:
0.06% of aggregate average daily managed assets up to and
including $100 million; and 0.04% of aggregate average daily
managed on the next $250 million; and 0.03% on the balance.
Minimum annual fee of $45,000
[END OF SCHEDULE A]
