Exhibit k(ii)
ADMINISTRATION AGREEMENT
▇▇▇▇▇ & STEERS DIVIDEND MAJORS FUND, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
January __, 2005
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Agreement, dated as of January __, 2005 (the "Agreement"), between
▇▇▇▇▇ & Steers Dividend Majors Fund, Inc., a diversified, closed-end management
investment company (the "Company"), and ▇▇▇▇▇ & 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, Forms N-Q filed with the Securities
and Exchange Commission, Form N-PX 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 0.04% of the Company's average managed assets (including assets attributable
to any preferred stock issuance or other form of leverage), payable in arrears
at the end of each month. The Company shall reimburse the Administrator for its
reasonable out-of-pocket expenses in
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carrying out its obligations under this Agreement.
4. This Agreement shall remain in full force and effect until December
31, 2006, 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, as amended (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.
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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.
▇▇▇▇▇ & STEERS DIVIDEND MAJORS FUND,
INC.
By: ______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
▇▇▇▇▇ & STEERS CAPITAL MANAGEMENT,
INC.
By: ___________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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