Exhibit 9(c)
SUB-ADMINISTRATION AGREEMENT
Agreement dated as of June 30, 1998, by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
Security Capital Real Estate Mutual Funds Incorporated (the "Company").
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Company intends initially to offer several series and
classes of shares (each an "Investment Fund") as identified on Schedule A to
this Agreement as may be amended from time to time; and
WHEREAS, the Company desires to retain the Administrator to furnish
certain administrative services to the Company, 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 Company hereby appoints the Administrator to act as administrator
with respect to the Company 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.
The Company will initially consist of the portfolio(s) and/or
class(es) of shares listed in Schedule A to this Agreement. In the event that
the Company establishes one or more additional Investment Funds with respect to
which it wishes to retain the Administrator to act as administrator hereunder,
the Company shall notify the Administrator in writing. Upon written acceptance
by the Administrator, such Investment Fund shall become subject to the
provisions of this Agreement to the same extent as the existing Investment
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Company and its Investment Funds)
may be modified with respect to each additional Investment Fund in writing by
the Company and the Administrator at the time of the addition of the Investment
Fund.
2. DELIVERY OF DOCUMENTS
The Company will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Company's Articles of Incorporation and by-laws;
b. The Company's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act and the Company's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment Funds 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 Company (the "Board") authorizing (1) the Company to enter
into this Agreement and (2) certain officers on behalf of the
Company 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 Company
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 the Company 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 THE COMPANY
The Company 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;
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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. The Company 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 Company offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Company'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 Company or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Company 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 Company and the review and
comment by the Company's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Company and
the Administrator:
a. Oversee the determination and publication of the Company's net
asset value in accordance with the Company's policy as adopted
from time to time by the Board;
b. Oversee the maintenance by the Company's custodian of certain
books and records of the Company as required under Rule 31a-1(b)
of the 1940 Act;
c. Prepare the Company's federal, state and local income tax returns
for review by the Company's independent accountants and filing by
the Company's treasurer;
d. Review the calculation, submit for approval by officers of the
Company and arrange for payment of the Company's expenses;
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e. Prepare for review and approval by officers of the Company
financial information for the Company's semi-annual and annual
reports and other communications required or otherwise to be sent
to Company shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
f. Prepare for review by an officer of and legal counsel for the
Company the Company'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 and such
other reports, forms or filings as may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the
Company as may be mutually agreed upon and not otherwise prepared
by the Company's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
i. Make such reports and recommendations to the Board concerning the
performance and fees of the Company's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
j. Oversee and review calculations of fees paid to the Company's
investment adviser, custodian, Administrator and Transfer Agent;
k. Consult with the Company's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing the
accounting policies of the Company;
l. Respond to, or refer to the Company's officers or Transfer Agent,
shareholder inquiries relating to the Company;
m. Provide periodic testing of portfolios to assist the Company's
investment adviser in complying with mandatory qualification
requirements of Subchapter M of the Internal Revenue Code, the
requirements of the 1940 Act and the Company's prospectus
limitations as may be mutually agreed upon;
n. Review and provide assistance on shareholder communications;
o. Maintain copies of the Company's charter and by-laws;
p. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's
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Discussion of Company Performance" (which shall also be subject
to review by the Company's legal counsel);
q. Prepare and file Rule 24f-2 notices.
r. Perform Blue Sky services pursuant to the specific instructions
of the Company 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 Company 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 Company shall reimburse the Administrator for its reasonable out-of-pocket
costs incurred in connection with this Agreement.
The Company agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Company through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Company's behalf at the Company's request or
with the Company's consent.
The Company will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses to be borne by the
Company, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel retained
by the Company (including such counsel's review of the Company'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 Company
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 Company; 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 Company; costs
incidental to the preparation, printing and distribution of the Company's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Company's 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
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directors' and officers' liability insurance; and cost of independent pricing
services used in computing the Company'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 Company 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 Company
for instructions and may consult with outside counsel for the Company or the
independent accountants for the Company at the expense of the Company, 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 Company, 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 Company. 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 negligence of the Administrator
its officers or employees or the breach of any representation or warranty of the
Administrator hereunder. 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 liability under this Agreement
shall be limited to the greater of two times its total annual compensation
earned and fees paid hereunder during the preceding twelve months or one hundred
thousand dollars ($100,000) for any liability or loss suffered by the Company
including, but not limited to, any liability relating to qualification of the
Company as a regulated investment company or any liability relating to the
Company's compliance with any federal or state tax or securities statute,
regulation or ruling.
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.
The Administrator shall maintain a fully functional disaster recovery
plan and procedures including provisions for emergency use of electronic data
processing equipment, which is commercially
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reasonable in light of the services provided. The Administrator shall, at no
additional expense to the Company, take commercially reasonable steps to
minimize service interruptions. The Administrator shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided it maintains such plan and procedures.
The Company 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 Company, 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 Company or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Company.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Company assumes 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 Company
shall at all times remain the property of the Company, 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 Company
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 Company 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 Company
from time to time, have no authority to act or represent the Company in any way
or otherwise be deemed an agent of the Company.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect and effect for an initial term of two
years from the effective date and shall
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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. 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 Investment Fund shall in no way affect the
continued validity of this Agreement with respect to any other Investment Fund.
Upon termination of this Agreement, the Company 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. 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
Company: Security Capital Real Estate Mutual Funds Incorporated, 00 Xxxxx
XxXxxxx Xx., Xxxxxxx, Xxxxxxxx 00000 Attn: Xxxx X. Xxxxxxx, Managing Director;
cc: Xxxxx Xxxxxx, Esq., Chief Compliance Officer; fax:000-000-0000; if to the
Administrator: State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx, XXX-0,
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Xxxxxx XxXxxxx, Vice President and
Counsel; fax: 000-000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either 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 Company 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.
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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.
21. YEAR 2000
The Administrator will take reasonable steps to ensure that its
products (and those of its third-party suppliers) reflect the available state of
the art technology to offer products that are Year 2000 compliant, including but
not limited to, century recognition of dates, calculations that correctly
compute same century and multi-century formulas and date values, and interface
values that reflect the date issues arising between now and the next one hundred
years. If any changes are required, the Administrator will make the changes to
its products at no cost to the Company and in a commercially reasonable time
frame and will require third-party suppliers to do likewise.
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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.
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
By: /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------
Name: Xxxx X. Xxxxxxx, Xx.
-----------------------------
Title: Managing Director
-----------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
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Title: Senior Vice President
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SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Investment Fund Authorized Shares
Security Capital U.S. Real Estate Shares(1) (Class I and Class R) 50,000,000
Security Capital European Real Estate Shares (Class I and Class R) 50,000,000
Security Capital Asia/Pacific Real Estate Shares (Class I and Class R) 50,000,000
Security Capital Real Estate Arbitrage Shares (Class I) 50,000,000
------------------------------
/1/ Services and fees related thereto to commence August 10, 1998.
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SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
ADMINISTRATION AGREEMENT
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE COMPANY, THE ADMINISTRATOR WILL PREPARE
REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES
LAWS OF EACH JURISDICTION IN WHICH COMPANY SHARES ARE TO BE OFFERED OR SOLD
PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE COMPANY.
THE COMPANY SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF
COMPANY SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE
EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF COMPANY SHARES IN
A JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF
COMPANY SHARES IN EXCESS OF THE NUMBER OF COMPANY SHARES PERMITTED TO BE SOLD IN
SUCH JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE
COMPANY, AND IT SHALL BE THE COMPANY'S RESPONSIBILITY TO DETERMINE APPROPRIATE
CORRECTIVE ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services to be provided by the Administrator shall consist of the
following:
1. Filing of Company's Initial Notice Filings, as directed by the
Company;
2. Filing of Company's renewals and amendments as required;
3. Filing of amendments to the Company's registration statement where
required;
4. Filing Company sales reports where required;
5. Payment at the expense of the Company of all Company 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;
8. Quarterly provide to the Company and the Company's Transfer Agent a
registration period sales report; and
9. The performance of such additional services as the Administrator and
the Company 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
the Company or its legal counsel. In connection with the services described
herein, the Company shall issue in favor of the Administrator a power of
attorney to submit
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Notice Filings on behalf of the Company, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of June 30, 1998 that Security Capital Real
Estate Mutual Funds Incorporated with principal offices at 00 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (the "Company") 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. REGISTRATION OF TRUST SHARES. The power to register shares of the
Company in each jurisdiction in which Company shares are offered or sold
and in connection therewith the power to prepare, execute, and deliver and
file any and all Company applications, including without limitation,
applications to register shares, consents, including consents to service of
process, reports, including without limitation, all periodic reports,
claims for exemption, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Administrator in connection
with the registration of Company shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky
Administrator at the Administrator shall have authority to act on behalf of
the Company with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Company.
IN WITNESS WHEREOF, the Company has 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.
SECURITY CAPITAL REAL ESTATE MUTUAL FUNDS INCORPORATED
By: /s/ Xxxx X. Xxxxxxx, Xx.
----------------------------
Name: Xxxx X. Xxxxxxx, Xx.
----------------------------
Title: Managing Director
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00
XXXXX XXXXXX BANK AND TRUST COMPANY
SECURITY CAPITAL
FUND ADMINISTRATION FEE SCHEDULE
COMPLEX FEE SCHEDULE FOR UP TO 10 PORTFOLIOS
I. FUND ADMINISTRATION SERVICES
Annual Fee
Average Complex Assets Expressed in Basis Points: 1/100 of 1%
---------------------- --------------------------------------
Administration
--------------
First $750 million 8
Next $250 million 6
Thereafter 4
Minimum/Fund
1st Fund $90,000
2nd Fund $80,000
3rd Fund $70,000
4th Fund $60,000
5th Fund $50,000
Administration services include Treasurer's office support, financial reporting,
daily and monthly SEC and IRS compliance as appropriate, tax reporting, and Blue
Sky compliance support.
II. MULTIPLE CLASSES OF SHARES
An additional $2,500 annual fee will be applied for each class of shares,
excluding the initial class of shares, if more than one class of shares
is operational in a fund.
III. BLUE SKY ADMINISTRATION SERVICES
A base blue sky fee of $5,000 per fund.
IV. LEVERAGE
An additional $10,000 annual fee will be applied if a fund engages in
leverage transactions other than temporary borrowing.
V. OUT OF POCKET EXPENSES - INCLUDE BY MAY NOT BE LIMITED TO:
- Printing for shareholder reports and SEC filings
- Legal fees, audit fees and other professional fees
- Postage, telephone, fax, and photocopying
- Supplies related to Fund records
- Travel and lodging for Board and Operations meetings
- Preparation of financials other than Annual, Semi-Annual, and
Quarterly Board Reporting - $3,000 per financial report
VI. SPECIAL ARRANGEMENTS
Fees for activities of a non-recurring nature such as fund consolidations
or reorganization, and/or preparation of special reports will be subject to
negotiation.
VII. TERM OF THE CONTRACT
The parties agree that this fee schedule shall remain in effect through
December 31, 1999, and from year to year thereafter until it is revised as a
result of negotiations initiated by either party.
SECURITY CAPITAL STATE STREET BANK
By:/s/ Xxxx X. Xxxxxxx, Xx. By:/s/ Xxxxxxxx X. Xxxxxxx
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Title: Managing Director Title: Senior Vice President
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Date: 8/27/98 Date: 9/2/98
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