ADMINISTRATION AGREEMENT
Agreement dated as of March 12, 2001 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and the
▇▇▇▇▇ & Steers Funds listed and defined in Exhibit A (the "Funds").
WHEREAS, ▇▇▇▇▇ & Steers Realty Shares, Inc., ▇▇▇▇▇ & Steers Equity
Income Fund, Inc., ▇▇▇▇▇ & Steers Special Equity Fund, Inc., and ▇▇▇▇▇ & Steers
Institutional Realty Shares, Inc. are registered as open-end management
investment companies under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, ▇▇▇▇▇ & Steers Realty Income Fund, Inc. and the ▇▇▇▇▇ &
Steers Total Return Realty Fund Inc. are registered as closed end management
investment companies under the 1940 Act; and
WHEREAS, the Funds desire to retain the Administrator to furnish
certain administrative services to the Funds, 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 Funds hereby appoint the Administrator to act as administrator
with respect to the Funds 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.
In the event that the Funds wish to retain the Administrator to act as
administrator hereunder with respect to additional portfolios or funds
("Additional Funds") hereinafter established by the Funds or by other management
investment companies that are advised by ▇▇▇▇▇ & Steers Capital Management Inc.,
the Administrator shall be notified in writing by the Additional Fund. Upon
written acceptance by the Administrator, such Additional Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Funds) may be modified with respect
to each Additional Fund in writing by the Additional Fund and the Administrator
at the time of the addition of the Additional Fund.
2. DELIVERY OF DOCUMENTS
Each Fund will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Fund's Articles of Incorporation and by-laws;
b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all portfolios 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 Fund (the "Board") authorizing (1) the Fund to enter into
this Agreement and (2) certain individuals on behalf of the Fund
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 Fund 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 each Fund 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.
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4. REPRESENTATIONS AND WARRANTIES OF EACH FUND
Each Fund severally 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;
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. Each Fund 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 Fund offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund'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 Fund or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Fund 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 respective Funds and
the review and comment by such Fund's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Funds and the Administrator:
a. Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time
to time by the Board;
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b. Oversee the maintenance by the Fund's custodian of certain books
and records of the Fund as required under Rule 31a-1(b) of the
1940 Act;
c. Review calculation, submit for approval by officers of the Fund
and arrange for payment of the Fund's expenses;
d. Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy
statements and other communications required or otherwise to be
sent to Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to shareholders;
e. Prepare for review by an officer of and legal counsel for the
Fund the Fund'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 or Form N-2 and
such other reports, forms or filings as may be mutually agreed
upon;
f. Prepare reports relating to the business and affairs of the Fund
as may be mutually agreed upon and not otherwise prepared by the
Fund's investment adviser, custodian, legal counsel or
independent accountants;
g. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
h. Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
i. Oversee and review calculations of fees paid to the Fund's
investment adviser, custodian and Transfer Agent;
j. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the
accounting policies of the Fund;
k. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;
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l. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Fund prospectus limitations as may be mutually
agreed upon;
m. Review and provide assistance on shareholder communications;
n. Maintain copies of the Fund's charter and by-laws;
o. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Fund
Performance" (which shall also be subject to review by the Fund's
legal counsel);
p. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Fund, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;
q. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various agents;
r. Counsel and assist the Fund in the handling of routine regulatory
examinations and work closely with the Fund's legal counsel in
response to any non-routine regulatory matters;
s. Prepare and file with the SEC Rule 24f-2 notices; and
t. Perform Blue Sky services pursuant to the specific instructions
of the Fund 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 Funds 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 Funds shall
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reimburse the Administrator for its out-of-pocket costs incurred in connection
with this Agreement.
The Funds agree promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Funds through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Funds' behalf at the Funds' request or with
the Funds' consent.
Each Fund will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses to be borne by the
Funds, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of a Fund'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 Funds 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
Funds; 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 Funds; costs incidental to the preparation, printing and
distribution of the Funds' registration statements and any amendments thereto
and shareholder reports; cost of typesetting and printing of prospectuses; cost
of preparation and filing of the Funds' 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
directors' and officers' liability insurance; and cost of independent pricing
services used in computing each Fund'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 Funds 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
respective Fund for instructions and may consult with its own legal counsel or
outside counsel for the Fund or the independent accountants for the Fund at the
expense of the Fund, with respect to any matter arising in connection with the
services to be performed by the Administrator
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under this Agreement. The Administrator shall not be liable, and shall be
indemnified by the Funds, 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 Funds.
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 gross negligence or willful
misconduct of the Administrator, its officers or employees. 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 cumulative
liability for each calendar year (a "Liability Period") with respect to the
Funds under this Agreement regardless of the form of action or legal theory
shall be limited to its total annual compensation earned with respect to the
Funds and fees payable hereunder during the preceding Compensation Period, as
defined herein, for any liability or loss suffered by any Fund including, but
not limited to, any liability relating to qualification of any Fund as a
regulated investment company or any liability relating to a Fund's compliance
with any federal or state tax or securities statute, regulation or ruling during
such Liability Period. "Compensation Period" shall mean the calendar year ending
immediately prior to each Liability Period in which the event(s) giving rise to
the Administrator's liability for that period have occurred. Notwithstanding the
foregoing, the Compensation Period for purposes of calculating the annual
cumulative liability of the Administrator for the Liability Period commencing on
the date of Agreement and terminating on December 31, 2001 shall be the date of
this Agreement through December 31, 2001.
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.
Each Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel,
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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 respective Fund, 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 Funds or their shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the respective Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Funds assume 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 Funds shall
at all times remain the property of the respective Funds, 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 Funds
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 Funds 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 Funds
from time to time, have no authority to act or represent the Funds in any way or
otherwise be deemed an agent of the Funds.
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12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of its
execution and shall remain in full force and effect for a period
of two years from the effective date and shall 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.
(b) 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 Fund shall in no way affect the continued validity of
this Agreement with respect to any other Fund.
(c) Upon termination of this Agreement, the Funds 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.
(d) 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
Funds: c/o Cohen & Steers Capital Management Inc., Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior
Vice President, fax: (▇▇▇) ▇▇▇-▇▇▇▇; if to the Administrator: State Street Bank
and Trust Company, ▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn:
Fund Administration Legal Department, fax: ▇▇▇-▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by any 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 Funds and the Administrator and their respective successors and permitted
assigns.
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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.
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.
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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.
▇▇▇▇▇ & Steers Realty Income Fund, Inc.
▇▇▇▇▇ & Steers Realty Shares, Inc.
▇▇▇▇▇ & Steers Equity Income Fund, Inc.
▇▇▇▇▇ & Steers Special Equity Fund, Inc.
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇▇▇ & Steers Total Return Realty Fund Inc.
By:
-------------------------------------------------
Name:
-----------------------------------------------
Title:
----------------------------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
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ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Fund Authorized Shares
------------------------------------------------ -----------------
▇▇▇▇▇ & Steers Realty Shares, Inc.
▇▇▇▇▇ & Steers Equity Income Fund, Inc.
▇▇▇▇▇ & Steers Special Equity Fund, Inc.
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇▇▇ & Steers Realty Income Fund, Inc.
▇▇▇▇▇ & Steers Total Return Realty Fund Inc.
ADMINISTRATION AGREEMENT
SCHEDULE B
Notice Filing with
State Securities Administrators
At the specific direction of the Funds, the Administrator will prepare required
documentation and make Notice Filings in accordance with the securities laws of
each jurisdiction in which Funds shares are to be offered or sold pursuant to
instructions given to the Administrator by the Funds.
The Funds shall be solely responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Fund shares to be permitted to be sold in each such jurisdiction. In the event
that the Administrator becomes aware of (a) the sale of Fund shares in a
jurisdiction in which no Notice Filing has been made or (b) the sale of Fund
shares in excess of the number of Fund shares permitted to be sold in such
jurisdiction, the Administrator shall report such information to the Funds, and
it shall be the Fund's responsibility to determine appropriate corrective action
and instruct the Administrator with respect thereto.
The Blue Sky services shall consist of the following:
1. Filing of Fund's Initial Notice Filings, as directed by each Fund;
2. Filing of Fund's renewals and amendments as required;
3. Filing of amendments to the Fund's registration statement where
required;
4. Filing Fund sales reports where required;
5. Payment at the expense of the Fund of all Fund 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; and
8. The performance of such additional services as the Administrator and
the Funds 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 a
Fund or its legal counsel. In connection with the services described herein,
each Fund shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of such Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of October __, 2000, that ▇▇▇▇▇ & Steers
Equity Income Fund, Inc., ▇▇▇▇▇ & Steers Special Equity Fund, Inc., ▇▇▇▇▇ &
Steers Institutional Realty Shares, Inc., ▇▇▇▇▇ & Steers Realty Income Fund,
Inc. ▇▇▇▇▇ & Steers Realty Shares, Inc. and ▇▇▇▇▇ & Steers Total Return Realty
Fund Inc. (each, a "Fund") with principal offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇, makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Administrator") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The Power to submit notice filings for the
Funds in each jurisdiction in which the Funds' shares are offered or sold
and in connection therewith the power to prepare, execute, and deliver and
file any and all the Funds' applications including without limitation,
applications to provide notice for the Funds' shares, consents, including
consents to service of process, reports, including without limitation, all
periodic reports, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Bank in connection with the
notice filings of the Funds' shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of the
Funds in connection with the notice filings of the Funds' shares with state
securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer or Blue Sky Manager at the Bank shall have
authority to act on behalf of the Funds with respect to items 1 and 2
above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by Bank of such termination of
authority. Nothing herein shall be construed to constitute the appointment of
the Bank as or otherwise authorize the Bank to act as an officer, director or
employee of the Funds.
IN WITNESS WHEREOF, each of the undersigned Funds severally have 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.
▇▇▇▇▇ & Steers Equity Income Fund, Inc.
▇▇▇▇▇ & Steers Special Equity Fund, Inc.
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇▇▇ & Steers Realty Income Fund, Inc.
▇▇▇▇▇ & Steers Realty Shares, Inc.
▇▇▇▇▇ & Steers Total Return Realty Fund Inc.
By:
--------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
Subscribed and sworn to before me
this day of , 2001
---- --------
Notary Public
In and for the County of
-------------------
My Commission expires
----------------------
EXHIBIT A
Closed-End Funds
▇▇▇▇▇ & Steers Realty Income Fund, Inc.
▇▇▇▇▇ & Steers Total Return Realty Fund Inc.
Open-End Funds
▇▇▇▇▇ & Steers Equity Income Fund, Inc.
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇▇▇ & Steers Realty Shares, Inc.
▇▇▇▇▇ & Steers Special Equity Fund, Inc.
The above registered investment companies are each referred to herein as a
"Fund" and are collectively referred to herein as the "Funds."
Approved as of , 2001
--
▇▇▇▇▇ & Steers Capital Management Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
__________________, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Fund Administration Department
Ladies and Gentlemen:
Reference is made to the Administration Agreement between us dated as of
March 12, 2001 (the "Agreement"). Pursuant to the Agreement, this letter is to
provide notice of the creation of an additional investment fund which is managed
by ▇▇▇▇▇ & Steers Capital Management, Inc., namely ▇▇▇▇▇ & Steers Utility Fund,
Inc.
In accordance with the Additional Funds provisions of Section 1 of the
Agreement, we request that you act as Administrator with respect to the
Additional Investment Fund and that Exhibit A to the Agreement be amended in its
entirety and replaced with a new Exhibit A annexed hereto.
Please indicate your acceptance of the foregoing by executing four copies
of this Agreement, returning one to the Fund and retaining three copies for your
records.
Very truly yours,
▇▇▇▇▇ & Steers Utility Fund, Inc. ▇▇▇▇▇ & Steers Capital Management, Inc.
By: By:
--------------------------------- -------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Chairman
Accepted:
State Street Bank and Trust Company
By:
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
ADMINISTRATION AGREEMENT
EXHIBIT A
(as amended _____________, 2004)
Closed-End Funds
▇▇▇▇▇ & Steers Advantage Income Realty Fund, Inc.
▇▇▇▇▇ & Steers Quality Income Realty Fund, Inc.
▇▇▇▇▇ & Steers Total Return Realty Fund, Inc.
▇▇▇▇▇ & Steers Premium Income Realty Fund, Inc.
▇▇▇▇▇ & Steers REIT Preferred Income Fund, Inc.
▇▇▇▇▇ & Steers REIT and Utility Income Fund, Inc.
▇▇▇▇▇ & Steers Select Utility Fund, Inc.
Open-End Funds
▇▇▇▇▇ & Steers Equity Income Fund, Inc.
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇▇▇ & Steers Realty Shares, Inc.
▇▇▇▇▇ & Steers Special Equity Fund, Inc.
▇▇▇▇▇ & Steers Utility Fund, Inc.
The above registered investment companies are each referred to herein as a
"Fund" and are collectively referred to herein as the "Funds."
Approved as of March 12, 2001
Amended as of May 24, 2001
Amended as of February 21, 2002
Amended as of August 12, 2002
Amended as of June 15, 2003
Amended as of January 30, 2004
Amended as of March 25, 2004
Amended as of _____________, 2004