ADMINISTRATION AGREEMENT
Agreement dated as of March 12, 2001 by and between State
Street Bank and Trust Company, a Massachusetts trust company (the
"Administrator"), and the Xxxxx & Steers Funds listed and defined in Exhibit A
(the "Funds").
WHEREAS, Xxxxx & Steers Realty Shares, Inc., Xxxxx & Steers
Equity Income Fund, Inc., Xxxxx & Steers Special Equity Fund, Inc., and Xxxxx &
Steers Institutional Realty Shares, Inc. are registered as open-end management
investment companies under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Xxxxx & Steers Realty Income Fund, Inc. and the Xxxxx
& Steers Total Return Realty Fund Inc. are registered as closed end management
investment companies under the 1940 Act; and
WHEREAS, the Funds desire to retain the Administrator to
furnish certain administrative services to the Funds, and the Administrator is
willing to furnish such services, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Funds hereby appoint the Administrator to act as
administrator with respect to the Funds for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein.
In the event that the Funds wish to retain the Administrator
to act as administrator hereunder with respect to additional portfolios or funds
("Additional Funds") hereinafter established by the Funds or by other management
investment companies that are advised by Xxxxx & Steers Capital Management Inc.,
the Administrator shall be notified in writing by the Additional Fund. Upon
written acceptance by the Administrator, such Additional Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Funds) may be modified with respect
to each Additional Fund in writing by the Additional Fund and the Administrator
at the time of the addition of the Additional Fund.
2. DELIVERY OF DOCUMENTS
Each Fund will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Fund's Articles of Incorporation and by-laws;
b. The Fund's currently effective registration statement
under the Securities Act of 1933, as amended (the
"1933 Act"), and the 1940 Act and the Fund's
Prospectus(es) and Statement(s) of Additional
Information relating to all portfolios and all
amendments and supplements thereto as in effect from
time to time;
c. Certified copies of the resolutions of the Board of
Directors of the Fund (the "Board") authorizing (1)
the Fund to enter into this Agreement and (2) certain
individuals on behalf of the Fund to (a) give
instructions to the Administrator pursuant to this
Agreement and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between
the Fund and its investment adviser; and
e. Such other certificates, documents or opinions which
the Administrator may, in its reasonable discretion,
deem necessary or appropriate in the proper
performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to each Fund that:
a. It is a Massachusetts trust company, duly organized
and existing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on
its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
d. No legal or administrative proceedings have been
instituted or threatened which would impair the
Administrator's ability to perform its duties and
obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a
material breach or be in material conflict with any
other agreement or obligation of the Administrator or
any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF EACH FUND
Each Fund severally represents and warrants to the
Administrator that:
a. It is a corporation, duly organized, existing and in
good standing under the laws of the State of
Maryland;
b. It has the corporate power and authority under
applicable laws and by its charter and by-laws to
enter into and perform this Agreement;
c. All requisite proceedings have been taken to
authorize it to enter into and perform this
Agreement;
d. It is an investment company properly registered under
the 1940 Act;
e. A registration statement under the 1933 Act and the
1940 Act has been filed and will be effective and
remain effective during the term of this Agreement.
Each Fund also warrants to the Administrator that as
of the effective date of this Agreement, all
necessary filings under the securities laws of the
states in which the Fund offers or sells its shares
have been made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the
Fund's ability to perform its duties and obligations
under this Agreement;
g. Its entrance into this Agreement will not cause a
material breach or be in material conflict with any
other agreement or obligation of the Fund or any law
or regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Fund is authorized to issue shares of
capital stock, and it will initially offer shares, in
the authorized amounts as set forth in Schedule A to
this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the respective
Funds and the review and comment by such Fund's auditors and legal counsel and
in accordance with procedures which may be established from time to time between
the Funds and the Administrator:
a. Oversee the determination and publication of the
Fund's net asset value in accordance with the Fund's
policy as adopted from time to time by the Board;
b. Oversee the maintenance by the Fund's custodian of
certain books and records of the Fund as required
under Rule 31a-1(b) of the 1940 Act;
c. Review calculation, submit for approval by officers
of the Fund and arrange for payment of the Fund's
expenses;
d. Prepare for review and approval by officers of the
Fund financial information for the Fund's semi-annual
and annual reports, proxy statements and other
communications required or otherwise to be sent to
Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to
shareholders;
e. Prepare for review by an officer of and legal counsel
for the Fund the Fund's periodic financial reports
required to be filed with the Securities and Exchange
Commission ("SEC") on Form N-SAR and financial
information required by Form N-1A or Form N-2 and
such other reports, forms or filings as may be
mutually agreed upon;
f. Prepare reports relating to the business and affairs
of the Fund as may be mutually agreed upon and not
otherwise prepared by the Fund's investment adviser,
custodian, legal counsel or independent accountants;
g. Make such reports and recommendations to the Board
concerning the performance of the independent
accountants as the Board may reasonably request;
h. Make such reports and recommendations to the Board
concerning the performance and fees of the Fund's
custodian and transfer and dividend disbursing agent
("Transfer Agent") as the Board may reasonably
request or deems appropriate;
i. Oversee and review calculations of fees paid to the
Fund's investment adviser, custodian and Transfer
Agent;
j. Consult with the Fund's officers, independent
accountants, legal counsel, custodian and Transfer
Agent in establishing the accounting policies of the
Fund;
k. Respond to, or refer to the Fund's officers or
Transfer Agent, shareholder inquiries relating to the
Fund;
l. Provide periodic testing of portfolios to assist the
Fund's investment adviser in complying with Internal
Revenue Code mandatory qualification requirements,
the requirements of the 1940 Act and Fund prospectus
limitations as may be mutually agreed upon;
m. Review and provide assistance on shareholder
communications;
n. Maintain copies of the Fund's charter and by-laws;
o. File annual and semi-annual shareholder reports with
the appropriate regulatory agencies; review text of
"President's letters" to shareholders and
"Management's Discussion of Fund Performance" (which
shall also be subject to review by the Fund's legal
counsel);
p. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may
affect the Fund, update the Board and the investment
adviser on those developments and provide related
planning assistance where requested or appropriate;
q. Develop or assist in developing guidelines and
procedures to improve overall compliance by the Fund
and its various agents;
r. Counsel and assist the Fund in the handling of
routine regulatory examinations and work closely with
the Fund's legal counsel in response to any
non-routine regulatory matters;
s. Prepare and file with the SEC Rule 24f-2 notices; and
t. Perform Blue Sky services pursuant to the specific
instructions of the Fund and as detailed in Schedule
B to this Agreement.
The Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Funds such
compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in the Fee Schedule to this
Agreement. The fees are accrued daily and billed monthly and shall be due and
payable upon receipt of the invoice. Upon the termination of this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. In addition,
the Funds shall reimburse the Administrator for its out-of-pocket costs incurred
in connection with this Agreement.
The Funds agree promptly to reimburse the Administrator for
any equipment and supplies specially ordered by or for the Funds through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Funds' behalf at the Funds' request or with
the Funds' consent.
Each Fund will bear all expenses that are incurred in its
operation and not specifically assumed by the Administrator. Expenses to be
borne by the Funds, include, but are not limited to: organizational expenses;
cost of services of independent accountants and outside legal and tax counsel
(including such counsel's review of a Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment company
and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Funds directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale of
securities for the Funds; investment advisory fees; taxes, insurance premiums
and other fees and expenses applicable to its operation; costs incidental to any
meetings of shareholders including, but not limited to, legal and accounting
fees, proxy filing fees and the costs of preparation, printing and mailing of
any proxy materials; costs incidental to Board meetings, including fees and
expenses of Board members; the salary and expenses of any officer,
director\trustee or employee of the Funds; costs incidental to the preparation,
printing and distribution of the Funds' registration statements and any
amendments thereto and shareholder reports; cost of typesetting and printing of
prospectuses; cost of preparation and filing of the Funds' tax returns, Form
N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments
associated with applicable federal and state tax and securities laws; all
applicable registration fees and filing fees required under federal and state
securities laws; fidelity bond and directors' and officers' liability insurance;
and cost of independent pricing services used in computing each Fund's net asset
value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Funds for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the
respective Fund for instructions and may consult with its own legal counsel or
outside counsel for the Fund or the independent accountants for the Fund at the
expense of the Fund, with respect to any matter arising in connection with the
services to be performed by the Administrator under this Agreement. The
Administrator shall not be liable, and shall be indemnified by
the Funds, for any action taken or omitted by it in good faith in reliance upon
any such instructions or advice or upon any paper or document believed by it to
be genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Funds. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice, or to act in accordance with such advice
when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgment or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the gross
negligence or willful misconduct of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including, without
limitation, attorneys' fees) under any provision of this Agreement or for any
such damages arising out of any act or failure to act hereunder. In any event,
the Administrator's cumulative liability for each calendar year (a "Liability
Period") with respect to the Funds under this Agreement regardless of the form
of action or legal theory shall be limited to its total annual compensation
earned with respect to the Funds and fees payable hereunder during the preceding
Compensation Period, as defined herein, for any liability or loss suffered by
any Fund including, but not limited to, any liability relating to qualification
of any Fund as a regulated investment company or any liability relating to a
Fund's compliance with any federal or state tax or securities statute,
regulation or ruling during such Liability Period. "Compensation Period" shall
mean the calendar year ending immediately prior to each Liability Period in
which the event(s) giving rise to the Administrator's liability for that period
have occurred. Notwithstanding the foregoing, the Compensation Period for
purposes of calculating the annual cumulative liability of the Administrator for
the Liability Period commencing on the date of Agreement and terminating on
December 31, 2001 shall be the date of this Agreement through December 31, 2001.
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption.
Each Fund shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission
by it in the performance of its duties hereunder, or as a result of acting upon
any instructions reasonably believed by it to have been duly authorized by the
respective Fund, provided that this indemnification shall not apply to actions
or omissions of the Administrator, its officers or employees in cases of its or
their own gross negligence or willful misconduct.
The indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by
law or in connection with any required disclosure to a banking or other
regulatory authority, it will keep confidential all records and information in
its possession relating to the Funds or their shareholders or shareholder
accounts and will not disclose the same to any person except at the request or
with the written consent of the respective Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Funds assume full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Funds shall at all times remain the property of the respective Funds, 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 Funds pursuant to Rule 31a-1 under the 1940 Act will be preserved for
the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records
are earlier surrendered as provided above. Records shall be surrendered in
usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Funds are not to be
deemed exclusive, and the Administrator shall be free to render similar services
to others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Funds
from time to time, have no authority to act or represent the Funds in any way or
otherwise be deemed an agent of the Funds.
12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of
its execution and shall remain in full force and
effect for a period of two years from the effective
date and shall automatically continue in full force
and effect after such initial term unless either
party terminates this Agreement by written notice to
the other party at least sixty (60) days prior to the
expiration of the initial term.
(b) Either party may terminate this Agreement at any time
after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination
of this Agreement with respect to any given Fund
shall in no way affect the continued validity of this
Agreement with respect to any other Fund.
(c) Upon termination of this Agreement, the Funds shall
pay to the Administrator such compensation and any
reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including
reasonable out-of-pocket expenses associated with
such termination.
(d) This Agreement may be modified or amended from time
to time by mutual written agreement of the parties
hereto.
13. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed to
have been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Funds: c/x Xxxxx & Steers Capital Management Inc., Attn: Xxxx Xxxxxxxx, Senior
Vice President, fax: (000) 000-0000; if to the Administrator: State Street Bank
and Trust Company, 0 Xxxxxx xx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn:
Fund Administration Legal Department, fax: 000-000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by any party hereto
without the prior consent in writing of the other party, except that the
Administrator may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Funds and the Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
Xxxxx & Steers Realty Income Fund, Inc.
Xxxxx & Steers Realty Shares, Inc.
Xxxxx & Steers Equity Income Fund, Inc.
Xxxxx & Steers Special Equity Fund, Inc.
Xxxxx & Steers Institutional Realty Shares, Inc.
Xxxxx & Steers Total Return Realty Fund Inc.
By:
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Name:
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Title:
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STATE STREET BANK AND TRUST COMPANY
By:
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Name: Xxxxxxxx X. Xxxxxxx
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Title: Executive Vice President
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ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Fund Authorized Shares
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Xxxxx & Steers Realty Shares, Inc.
Xxxxx & Steers Equity Income Fund, Inc.
Xxxxx & Steers Special Equity Fund, Inc.
Xxxxx & Steers Institutional Realty Shares, Inc.
Xxxxx & Steers Realty Income Fund, Inc.
Xxxxx & Steers Total Return Realty Fund Inc.
ADMINISTRATION AGREEMENT
SCHEDULE B
Notice Filing with
State Securities Administrators
At the specific direction of the Funds, the Administrator will prepare required
documentation and make Notice Filings in accordance with the securities laws of
each jurisdiction in which Funds shares are to be offered or sold pursuant to
instructions given to the Administrator by the Funds.
The Funds shall be solely responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Fund shares to be permitted to be sold in each such jurisdiction. In the event
that the Administrator becomes aware of (a) the sale of Fund shares in a
jurisdiction in which no Notice Filing has been made or (b) the sale of Fund
shares in excess of the number of Fund shares permitted to be sold in such
jurisdiction, the Administrator shall report such information to the Funds, and
it shall be the Fund's responsibility to determine appropriate corrective action
and instruct the Administrator with respect thereto.
The Blue Sky services shall consist of the following:
1. Filing of Fund's Initial Notice Filings, as directed by each
Fund;
2. Filing of Fund's renewals and amendments as required;
3. Filing of amendments to the Fund's registration statement
where required;
4. Filing Fund sales reports where required;
5. Payment at the expense of the Fund of all Fund Notice Filing
fees;
6. Filing the Prospectuses and Statements of Additional
Information and any amendments or supplements thereto where
required;
7. Filing of annual reports and proxy statements where required;
and
8. The performance of such additional services as the
Administrator and the Funds may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by a
Fund or its legal counsel. In connection with the services described herein,
each Fund shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of such Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of October __, 2000, that Xxxxx & Steers
Equity Income Fund, Inc., Xxxxx & Steers Special Equity Fund, Inc., Xxxxx &
Steers Institutional Realty Shares, Inc., Xxxxx & Steers Realty Income Fund,
Inc. Xxxxx & Steers Realty Shares, Inc. and Xxxxx & Steers Total Return Realty
Fund Inc. (each, a "Fund") with principal offices at 000 Xxxxx Xxxxxx, Xxx Xxxx,
XX 00000-0000, makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Administrator") with principal offices at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The Power to submit notice filings for
the Funds in each jurisdiction in which the Funds' shares are offered
or sold and in connection therewith the power to prepare, execute, and
deliver and file any and all the Funds' applications including without
limitation, applications to provide notice for the Funds' shares,
consents, including consents to service of process, reports, including
without limitation, all periodic reports, or other documents and
instruments now or hereafter required or appropriate in the judgment of
the Bank in connection with the notice filings of the Funds' shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of
the Funds in connection with the notice filings of the Funds' shares
with state securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer or Blue Sky Manager at the
Bank shall have authority to act on behalf of the Funds with respect to
items 1 and 2 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by Bank of such termination of
authority. Nothing herein shall be construed to constitute the appointment of
the Bank as or otherwise authorize the Bank to act as an officer, director or
employee of the Funds.
IN WITNESS WHEREOF, each of the undersigned Funds severally have caused this
agreement to be executed in its name and on its behalf by and through its duly
authorized officer, as of the date first written above.
Xxxxx & Steers Equity Income Fund, Inc.
Xxxxx & Steers Special Equity Fund, Inc.
Xxxxx & Steers Institutional Realty Shares, Inc.
Xxxxx & Steers Realty Income Fund, Inc.
Xxxxx & Steers Realty Shares, Inc.
Xxxxx & Steers Total Return Realty Fund Inc.
By:
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Name:
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Title:
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Subscribed and sworn to before me
this day of , 2001
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Notary Public
In and for the County of
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My Commission expires
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EXHIBIT A
Closed-End Funds
Xxxxx & Steers Realty Income Fund, Inc.
Xxxxx & Steers Total Return Realty Fund Inc.
Open-End Funds
Xxxxx & Steers Equity Income Fund, Inc.
Xxxxx & Steers Institutional Realty Shares, Inc.
Xxxxx & Steers Realty Shares, Inc.
Xxxxx & Steers Special Equity Fund, Inc.
The above registered investment companies are each referred to herein as a
"Fund" and are collectively referred to herein as the "Funds."
Approved as of , 2001
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