Exhibit 2(k)(ii)
ADMINISTRATION AGREEMENT
XXXXX & STEERS REIT AND PREFERRED INCOME FUND, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June __, 2003
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Agreement, dated as of June __, 2003 (the "Agreement"), between Xxxxx &
Steers REIT and Preferred Income Fund, Inc., a non-diversified, closed-end
management investment company (the "Company"), and Xxxxx & Steers Capital
Management, Inc. (the "Administrator").
In consideration of the mutual agreements made herein, the Company and the
Administrator understand and agree as follows:
1. The Administrator agrees, during the term of this Agreement, to be
responsible for:
(a) providing office space, telephone, office equipment and supplies for
the Company;
(b) paying compensation of the Company's officers for services rendered as
such;
(c) authorizing expenditures and approving bills for payment on behalf of
the Company;
(d) supervising preparation of the periodic updating of the Company's
registration statement, including prospectus and statement of
additional information, for the purpose of filings with the Securities
and Exchange Commission and state securities administrators and
monitoring and maintaining the effectiveness of such filings, as
appropriate;
(e) supervising preparation of periodic reports to the Company's
shareholders and filing of these reports with the Securities and
Exchange Commission, Forms N-SAR filed with the Securities and
Exchange Commission, notices of
dividends, capital gains distributions and tax credits, and attending
to routine correspondence and other communications with individual
shareholders;
(f) supervising the daily pricing of the Company's investment portfolio
and the publication of the net asset value of the Company's shares,
earnings reports and other financial data;
(g) monitoring relationships with organizations providing services to the
Company, including the Custodian, Transfer Agent and printers;
(h) providing trading desk facilities for the Company;
(i) supervising compliance by the Company with recordkeeping requirements
under the Act and regulations thereunder, maintaining books and
records for the Company (other than those maintained by the Custodian
and Transfer Agent) and preparing and filing of tax reports other than
the Company's income tax returns; and
(j) providing executive, clerical and secretarial help needed to carry out
these responsibilities.
2. In rendering the services specified in paragraph 1 of this Agreement,
the Administrator may, subject to the approval of the Company's Board of
Directors, cause such services or any portion thereof to be provided by another
person pursuant to a sub-administration agreement; provided that in such event
the Administrator shall remain responsible for monitoring and overseeing the
performance by such person of its obligations to the Company under such
sub-administration agreement. Subject to the approval of the Company's Board of
Directors, the fees and out-of-pocket expenses charged by such person in
performing these services will be paid or reimbursed by the Company.
3. The Company agrees, during the term of this Agreement, to pay to the
Administrator, as compensation for the foregoing, a fee equal on an annual basis
to 0.02% of the Company's average daily total assets (including assets
attributable to any preferred stock issuance or other form of leverage), payable
in arrears at the end of each month. The
2
Company shall reimburse the Administrator for its reasonable out-of-pocket
expenses in carrying out its obligations under this Agreement.
4. This Agreement shall remain in full force and effect until December 31,
2003, and thereafter from year to year, provided such continuance is approved
annually by the Board of Directors of the Company, including a majority of the
Directors who are not "interested persons" of the Company under the Investment
Company Act of 1940 (the "1940 Act").
5. This Agreement may be terminated by either party at any time on sixty
(60) days' written notice without payment of penalty, provided that such
termination by the Company shall be directed or approved by the vote of a
majority of the Directors of the Company in office at the time or by the vote of
a majority of the outstanding voting securities of the Company (as defined in
the 1940 Act); and will terminate automatically and immediately in the event of
its assignment (as defined in the 1940 Act).
6. In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Administrator, or of reckless disregard of its obligations
hereunder, the Administrator shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services hereunder;
provided, however, that in no event shall the Administrator be subject to
liability for any act or omission of any sub-administrator for the Company
retained in accordance with paragraph 2 of this Agreement.
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized officers as of the date set forth above.
XXXXX & STEERS REIT AND PREFERRED
INCOME FUND, INC.
By:
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: President
4
