TO TIME DETERMINE TO BE NECESSARY
OR USEFUL TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE ADMINISTRATOR
SHALL ALSO, ON BEHALF OF THE CORPORATION, ARRANGE FOR THE SERVICES OF, AND
OVERSEE, CUSTODIANS, DEPOSITORIES, TRANSFER AGENTS, DIVIDEND DISBURSING AGENTS,
OTHER 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,
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 ALL REPORTS AND OTHER MATERIALS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY OTHER REGULATORY
AUTHORITY, INCLUDING REPORTS TO STOCKHOLDERS.
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.
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.
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 that
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 this 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.
Confidentiality.
The parties hereto agree that each shall treat
confidentially all information provided by each party to the other regarding its
business and operations.