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BUSINESS MANAGEMENT AGREEMENT BETWEEN
XXXXXXXXX REAL ESTATE SECURITIES FUND AND
XXXXXXXXX GLOBAL INVESTORS, INC.
AGREEMENT as of April 1, 1993, between Xxxxxxxxx
Real Estate Securities Fund, a Massachusetts business trust which is a
registered open-end investment company (the "Trust") and Xxxxxxxxx Global
Investors, Inc. ("TGII").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) TGII agrees, during the life of this Agreement, to
be responsible for:
(a) providing office space, telephone, office equipment
and supplies for the Trust;
(b) paying compensation of the Trust's officers for
services rendered as such;
(c) authorizing expenditures and approving bills for
payment on behalf of the Trust;
(d) supervising preparation of annual and semiannual
reports to Shareholders, notices of dividends,
capital gains distributions and tax credits, and
attending to routine correspondence and other
communications with individual Shareholders;
(e) daily pricing of the Trust's investment portfolio and
preparing and supervising publication of daily
quotations of the bid and asked prices of the Trust's
Shares, earnings reports and other financial data;
(f) monitoring relationships with organizations serving
the Trust, including custodians, transfer agents and
printers;
(g) providing trading desk facilities for the Trust;
(h) supervising compliance by the Trust with
recordkeeping requirements under the Investment
Company Act of 1940 (the "1940 Act") and the rules
and regulations thereunder, with state regulatory
requirements, maintenance of books and records for
the Trust (other than those maintained by the
custodian and transfer agent), preparing and filing
of tax reports other than the Trust's income tax
returns;
(i) monitoring the qualifications of tax deferred
retirement plans for the Trust; and
(j) providing executive, clerical and secretarial
personnel needed to carry out the above
responsibilities.
(2) The Trust agrees, during the life of this Agreement, to
pay to TGII as compensation for the foregoing a monthly fee equal on an annual
basis to 0.15% of the first $200 million of the aggregate average daily net
assets of the Trust during the month preceding each payment, reduced as follows:
on such net assets in excess of $200 million up to $700 million, a monthly fee
equal on an annual basis to 0.135%; on such net assets in excess of $700 million
up to $1.2 billion, a monthly fee equal on an annual basis to 0.1%; and on such
net assets in excess of $1.2 billion, a monthly fee equal on an annual basis to
0.075%.
(3) This Agreement shall remain in full force and effect
through December 31, 1993 and thereafter from year to year to the extent
continuance is approved annually by the Board of Trustees of the Trust.
(4) This Agreement may be terminated by the Trust at any time
on sixty (60) days' written notice without payment of penalty, provided that
such termination by the Trust shall be directed or approved by the vote of a
majority of the Trustees of the Trust in office at the time or by the vote of a
majority of the outstanding voting securities of the Trust (as defined by the
1940 Act); and shall automatically and immediately terminate in the event of its
assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of TGII, or of reckless disregard of its duties and
obligations hereunder, TGII shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services hereunder.
(6) In accordance with the Agreement dated September 12, 1989,
TGII has advanced for the account of the Trust all organizational expenses of
the Trust, all of which expenses are being deferred by the Trust and amortized
ratably over a five-year period commencing on September 12, 1989; and during the
amortization period, the proceeds of any redemption of the original Shares will
be reduced by a pro rata portion of any then unamortized organizational expenses
based on the ratio of the Shares redeemed to the total initial Shares
outstanding immediately prior to the redemption.
(7) It is understood and expressly stipulated that neither the
holders of Shares of the Trust nor any Trustee, officer, agent or employee of
the Trust shall be personally liable hereunder, nor shall any resort be had to
other private property for the satisfaction of any claim or obligation
hereunder, but the Trust only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this
amended Agreement to be duly executed by their duly authorized officers and
their respective corporate seals to be hereunto duly affixed and attested.
XXXXXXXXX REAL ESTATE SECURITIES FUND
By:/s/XXXXXX X. XXXXXXXX
Xxxxxx X. XxXxxxxx
Vice President
ATTEST:
/s/XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Secretary
XXXXXXXXX GLOBAL INVESTORS, INC.
By:/s/XXXXXX X. XXXXXXXXXX
Xxxxxx X. Xxxxxxxxxx
President
ATTEST:
/s/XXXXXXX X. XXXXXXX
Xxxxxxx X. XxXxxxx
Secretary
