ADMINISTRATION AGREEMENT
AGREEMENT dated as of ______________, 1997 between XXXXX & STEERS
SPECIAL EQUITY 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 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 SPECIAL EQUITY FUND, INC.
By: _____________________________________
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: _____________________________________
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