EXHIBIT (h)(i)
FORM OF ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
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THIS AGREEMENT is made as of this ___ day of _______, 1999, by and between
RREEF Securities Trust, a _________ business trust (the "Trust"), and Sunstone
Financial Group, Inc., a Wisconsin corporation (the "Administrator").
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and is authorized to
issue shares of beneficial interests (the "Shares") in separate series with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Trust and the Administrator desire to enter into an agreement
pursuant to which the Administrator shall provide administration and fund
accounting services to such investment portfolios of the Trust as are listed on
Schedule A hereto and any additional investment portfolios the Trust and
Administrator may agree upon and include on Schedule A as such Schedule may be
amended from time to time (such investment portfolios and any additional
investment portfolios are individually referred to as a "Fund" and collectively
the "Funds").
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Appointment
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The Trust hereby appoints the Administrator as administrator and fund
accountant of the Funds for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Services as Administrator
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(a) Subject to the direction and control of the Trust's Board of Trustees
and utilizing information provided by the Trust and its agents, the
Administrator will provide the services listed on Schedule B hereto. 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.
(b) The Trustees of the Trust shall cause the officers, investment
adviser, legal counsel, independent accountants, transfer agent and custodian
for the Funds to cooperate with the Administrator and to provide the
Administrator, upon request, with such information, documents and advice
relating to the Funds and the Trust as is within the possession or knowledge of
such persons, in order to enable the Administrator to perform its duties
hereunder. In connection with its duties hereunder, the Administrator shall be
entitled to rely, and shall be held harmless by the
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Trust when acting in reliance (without investigation or verification), upon the
instruction, advice, information or any documents relating to the Funds provided
to the Administrator by an officer or representative of the Funds or by any of
the aforementioned persons. The Administrator shall be entitled to rely on any
document that it reasonably believes to be genuine and to have been signed or
presented by the proper party. Fees charged by such persons shall be an expense
of the Trust. The Administrator shall not be held to have notice of any change
of authority of any officer, agent, representative or employee of the Trust
until receipt of written notice thereof from the Trust.
(c) In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the Trust's request. Subject to the terms of
Section 6, the Administrator further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records described in (a) above
which are maintained by the Administrator for the Trust.
(d) It is understood that in determining security valuations, the
Administrator employs one or more pricing services to determine valuations of
portfolio securities for purposes of calculating net asset values of the Funds.
The Administrator shall identify to the Trust and the Board of Trustees any such
pricing service utilized on behalf of the Trust. The Administrator is authorized
to rely on the prices provided by such service(s) or by the Funds' investment
adviser or other authorized representative of the Funds, and shall not be liable
for losses to the Trust or its securityholders as a result of its reliance on
the valuations provided by the approved pricing service(s) or the
representative.
(e) The Trust's Board of Trustees and the Funds' investment adviser have
and retain primary responsibility for all compliance matters relating to the
Funds including but not limited to compliance with the Investment Company Act of
1940, as amended, the Internal Revenue Code of 1986, as amended, and the
policies and limitations of each Fund relating to the portfolio investments as
set forth in the Prospectus and Statement of Additional Information. Sunstone's
monitoring and other functions hereunder shall not relieve the Board and the
investment adviser of their primary day-to-day responsibility for assuring such
compliance.
3. Fees; Delegation; Expenses
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(a) In consideration of the services rendered pursuant to this Agreement,
the Trust will pay the Administrator a fee, computed daily and payable monthly,
as provided in Schedule C hereto, plus out-of-pocket expenses. Fees shall be
paid by each Fund at a rate that would aggregate at least the applicable minimum
fee for each Fund.
(b) For the purpose of determining fees payable to the Administrator, net
asset values shall be computed in accordance with the Trust's Prospectuses and
resolutions of the Trust's Board of Trustees. The fee for the period from the
day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such
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period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. Should the Trust be liquidated, merged with or
acquired by another fund or investment company, any accrued fees shall be
immediately payable. Such fee as is attributable to each Fund shall be a
separate charge to each Fund and shall be the several (and not joint or joint
and several) obligation of each such Fund.
(c) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise provided
herein. Other costs and expenses to be incurred in the operation of the Funds,
including, but not limited to: taxes; interest; brokerage fees and commissions,
if any; salaries, fees and expenses of officers and Directors; Commission fees
and state Blue Sky fees; advisory fees; charges of custodians, transfer agents,
dividend disbursing and accounting services agents; security pricing services;
insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; typesetting, printing, proofing and
mailing of prospectuses, statements of additional information, supplements,
notices and proxy materials for regulatory purposes and for distribution to
current shareholders; typesetting, printing, proofing and mailing and other
costs of shareholder reports; expenses in connection with the electronic
transmission of documents and information including electronic filings with the
Commission and the states: expenses incidental to holding meetings of the Fund's
shareholders and Trustees; and any extraordinary expenses; will be borne by the
Funds or their investment adviser. Expenses incurred for distribution of shares,
including the typesetting, printing, proofing and mailing of prospectuses for
persons who are not shareholders of the Trust, will be borne by the investment
adviser, except for such expenses permitted to be paid by the Trust under a
distribution plan adopted in accordance with applicable laws. Administrator
shall not be required to pay any Blue Sky fees unless and until it has received
the amount of such fees from the Trust.
4. Proprietary and Confidential Information
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The Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Funds shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Trust. Records and information which have become
known to the public through no wrongful act of the Administrator or any of its
employees, agents or representatives shall not be subject to this paragraph.
5. Limitation of Liability
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(a) The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Funds in connection with the
matters to which this Agreement relates, except for a loss resulting from the
Administrator's willful misfeasance, bad faith or negligence in the performance
of its duties or from reckless disregard by it of its obligations and duties
under this Agreement. Furthermore, the Administrator shall not be liable for any
action
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taken or omitted to be taken in accordance with written or oral instructions
received by the Administrator from an officer or representative of the Trust.
(b) The Administrator assumes no responsibility hereunder, and shall not
be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its reasonable control. The Administrator
will, however, take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond its control.
(c) In no event and under no circumstances shall Administrator, its
affiliates or any of its or their officers, directors, agents or employees be
liable to anyone, including, without limitation, the other party, under any
theory of tort, contract, strict liability or other legal or equitable theory
for lost profits, exemplary, punitive, special, indirect or consequential
damages for any act or failure to act under any provision of this Agreement
regardless of whether such damages were foreseeable and even if advised of the
possibility thereof.
6. Term
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(a) This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. This Agreement shall continue in effect with
respect to each Fund until _______ , 200_ (the "Initial Term"). Thereafter, if
not terminated as provided herein, this Agreement shall continue automatically
in effect as to each Fund for successive annual periods.
(b) This Agreement may be terminated with respect to any one or more
particular Funds without penalty after the Initial Term (i) upon mutual consent
of the parties, or (ii) by either party upon not less than sixty (60) days'
written notice to the other party (which notice may be waived by the party
entitled to the notice). The terms of this Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except by a
written instrument signed by the Administrator and the Trust.
(c) Notwithstanding anything herein to the contrary, upon the termination
of this Agreement or the liquidation of a Fund or the Trust, the Administrator
shall deliver the records of the Fund(s) and/or Trust as the case may be to the
Trust or person(s) designated by the Trust, at the Trust's cost and expense, and
thereafter the Trust or its designee shall be solely responsible for preserving
the records for the periods required by all applicable laws, rules and
regulations. In addition, in the event of termination of this Agreement, or the
proposed liquidation or merger of the Trust or a Fund(s), and the Trust requests
the Administrator to provide services in connection therewith, the Administrator
shall provide such services and be entitled to such compensation as the parties
may mutually agree.
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7. Non-Exclusivity
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The services of the Administrator rendered to the Trust are not deemed to
be exclusive. The Administrator may render such services and any other services
to others, including other investment companies. The Trust recognizes that from
time to time directors, officers and employees of the Administrator may serve as
trustees, directors, officers and employees of other entities (including other
investment companies) and that the Administrator or its affiliates may enter
into investment advisory or other agreements with such other entities.
8. Governing Law; Invalidity
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This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
9. Notices
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Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows: Notice to the Administrator shall be sent to Sunstone Financial Group,
Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000, Attention:
Xxxxxx X. Xxxxxxx, and notice to the Trust shall be sent to ____________,
Attention: President.
10. Entire Agreement
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This Agreement constitutes the entire Agreement of the parties hereto.
11. Trust Limitations.
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This Agreement is executed by the Trust with respect to each of the Funds
and the obligations hereunder are not binding upon any of the trustees, officers
or shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations
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of another Fund. The Fund's Declaration of Trust is on file with the Secretary
of _________________.
12. Counterparts
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This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
RREEF SECURITIES TRUST
(the "Trust")
By:_______________________________
President
SUNSTONE FINANCIAL GROUP, INC.
("Administrator")
By:_______________________________
President
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Schedule A
to the
Administration and Fund Accounting Agreement
by and between
RREEF Securities Trust
and
Sunstone Financial Group, Inc.
Name of Funds
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RREEF Real Estate Securities Fund
Schedule B
to the
Administration and Fund Accounting Agreement
by and between
RREEF Securities Trust
and
Sunstone Financial Group, Inc.
SERVICES
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(1) provide office space, facilities, equipment and personnel to carry out its
services hereunder;
(2) compile data for and prepare with respect to the Funds timely Notices to
the Securities and Exchange Commission (the "Commission") required pursuant
to Rule 24f-2 under the 1940 Act and Semi-Annual Reports on Form N-SAR
(3) assist in the preparation for execution by the Trust and file all federal
income and excise tax returns and state income tax returns (and such other
required tax filings as may be agreed to by the parties) other than those
required to be made by the Trust's custodian or transfer agent, subject to
review and approval of the Trust and the Trust's independent accountants
(4) prepare the financial statements for the Annual and Semi-Annual Reports
required pursuant to Section 30(d) under the 1940 Act
(5) provide financial information for inclusion in the Registration Statement
for the Trust (on Form N-1A or any replacement therefor) and any amendments
thereto
(6) determine and periodically monitor each Fund's income and expense accruals
and cause all appropriate expenses to be paid from Trust assets on proper
authorization from the Corporation
(7) calculate daily net asset values and income factors of each Fund
(8) Maintain all general ledger accounts and related subledgers
(9) perform security valuations
(10) assist in the acquisition of the Trust 's fidelity bond required by the
Act, monitor the amount of the bond and make the necessary Commission
filings related thereto
(11) from time to time as the Administrator deems appropriate, check each Fund's
compliance with the policies and limitations of each Fund relating to the
portfolio investments as set forth in the Prospectus and Statement of
Additional Information and monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (but these functions shall not relieve the Trust's investment
adviser
and sub-advisers, if any, of their primary day-to-day responsibility for
assuring such compliance)
(12) maintain, and/or coordinate with the other service providers the
maintenance of, the accounts, books and other documents required pursuant
to Rule 31a-1(a) and (b) under the 1940 Act
(13) prepare and/or file securities registration compliance filings, with the
advice of the Trust's legal counsel, in accordance instructions from the
Trust, which instructions will include the states to qualify in, the
amounts of Shares to qualify and the warning threshold to be maintained.
(14) develop with legal counsel and secretary of the Trust an agenda for each
board meeting and, if requested by the Trustees, attend board meetings and
prepare minutes
(15) prepare Form 1099s for directors and other fund vendors
(16) calculate dividend and capital gains distributions subject to review and
approval by the Trust and its independent accountants
(17) generally assist in the Trust's administrative operations as mutually
agreed to by the parties.
Schedule C
to the
Administration and Fund Accounting Agreement
by and between
RREEF Securities Trust
and Sunstone Financial Group, Inc.
FEE SCHEDULE
Asset Based Fees
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Name of Fund Average Net Assets Basis Points Minimum
------------ ------------------ ------------ Annual Fee
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RREEF Real
Estate Securities
Fund
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The minimum annual fee is subject to an annual escalation of five percent (5%),
which escalation shall be effective commencing one year from the effective date
of the Fund and the corresponding date each year thereafter. No amendment of
this Schedule C shall be required with each escalation. The foregoing fee
schedule assumes a single class of shares for the Fund. Additional fees shall
apply when adding any additional Fund(s) and/or classes including compensation
for the Administrator's services in connection with the organization of the new
Fund(s) or classes. The Administrator shall provide such services and be
entitled to such compensation as the parties may mutually agree in writing.
Out-of-Pocket and Other Related Expenses
The Trust shall also pay/reimburse the Administrator's out-of-pocket and other
related expenses. Out-of-pocket expenses include, but are not limited to,
travel, lodging and meals in connection with travel on behalf of the Trust,
programming and related expenses (previously incurred or to be incurred by
Administrator) in connection with providing electronic transmission of data
between the Administrator and the Funds' other service providers, brokers,
dealers and depositories, fees and expenses of pricing services, fees of
research services including Lexis/Nexis, Morningstar and Lipper, NASDAQ and
other service interface fees, XXXXX related fees, long distance telephone
charges, and photocopying, faxes, postage and overnight delivery expenses.
