ADMINISTRATION AGREEMENT
AGREEMENT dated as of ______________, 1997 between XXXXX & STEERS EQUITY
INCOME FUND, INC. (hereinafter referred to as the "Company"), a non-diversified,
open-end management investment company, and XXXXX & STEERS CAPITAL MANAGEMENT,
INC. (hereinafter referred to as to the "Administrator").
In consideration of the mutual agreements herein made, 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 quarterly reports to the Company's
shareholders, 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 Investment Company Act of 1940 (the "1940
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 required under 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 appropriate out-of-pocket expenses of such other person
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 net assets, payable in arrears at the
end of each month. The Company shall reimburse the Administrator for its
reasonable out-of-pocket expenses incurred in carrying out its obligations under
this Agreement.
4. This Agreement shall remain in full force and effect through December
31, 1998 and thereafter from year to year, provided such continuance is approved
annually by the Board of Directors of the Company.
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
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized officers as of the date first set forth above.
XXXXX & STEERS EQUITY INCOME FUND, INC.
By: ______________________________________
Name:
Title:
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: ______________________________________
Name:
Title:
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