ADMINISTRATION AGREEMENT
THIS AGREEMENT is made this 4th day of June, 1998 by and between the
E.I.I. REALTY SECURITIES TRUST, a Delaware business trust (the "Trust"), on
behalf of the E.I.I. REALTY SECURITIES FUND (the "Fund"), and E.I.I. REALTY
SECURITIES, INC. (the "Administrator");
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and regulations
promulgated thereunder; and
WHEREAS, the Administrator is an investment adviser and wishes to act
as an administrator of the Fund; and
WHEREAS, the Trust and the Administrator desire to enter into an
agreement to provide for the administration of the assets of the Fund on the
terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Administration. The Administrator shall act as administrator to the
Fund and shall, in such capacity, provide administrative and other services to
the Fund, subject at all time to the policies and control of the Trust's Board
of Trustees. In rendering its services as Administrator, the Administrator shall
give the Fund the benefit of its best judgment, efforts and facilities. The
Administrator shall, for all purposes herein, be deemed an independent
contractor and shall have, unless otherwise expressly provided or authorized, no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
2. Duties of Administrator. In carrying out its obligation under this
Agreement the Administrator shall:
(a) supervise and manage all aspects of the Fund's operations;
(b) provide the Fund or obtain for it, and thereafter supervise,
such executive, administrative, clerical and shareholder servicing services as
are deemed advisable by the Trust's Board of Trustees;
(c) arrange, but not pay for, the periodic updating of
prospectuses and supplements thereto, proxy material, tax returns, reports to
the Fund's shareholders and
reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities;
(d) provide the Fund with, or obtain for it, adequate office space
and all necessary office equipment and services, including telephone service,
heat, utilities, stationery supplies and similar items for the Fund's principal
office; and
(e) take, on behalf of the Fund, all actions which appear to the
Fund necessary to carry into effect such administrative and supervisory
functions as aforesaid.
3. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Administrator shall at all times conform
to:
(a) all applicable provisions of the Investment Company Act and
any rules and regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statements of the Fund
under the Securities Act of 1933, as amended, and the Investment Company Act;
and
(c) the provisions of the Declaration of Trust of the Trust, as
amended; and
(d) the provisions of the By-laws of the Trust, as amended; and
(e) any other applicable provisions of state and federal law.
4. Expenses. The expenses connected with the Fund shall be allocable
between the Fund and the Administrator as follows:
(a) The Administrator shall furnish, at its expense and without
cost to the Trust, the services of a President, Secretary and one or more Vice
Presidents of the Fund, to the extent that such additional officers may be
required by the Fund for the proper conduct of its affairs.
(b) Nothing in subparagraph (a) hereof shall be construed to
require the Administrator to bear:
(i) any of the costs (including applicable office space,
facilities and equipment) of the services of a principal financial
officer of the Fund whose normal duties consist of maintaining the
financial accounts and books and records of the Fund; including the
reviewing of calculations of net asset value and preparing tax
returns; or
(ii) any of the costs (including applicable office space,
facilities and equipment) of the services of any of the personnel
operating under the direction of such principal financial officer.
Notwithstanding the obligation of the Fund to bear the expense of the
functions referred to in clauses (i) and (ii) of this subparagraph
(b), the Administrator may pay the salaries, including any applicable
employment or payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such functions and
the Fund shall reimburse the Administrator therefor upon proper
accounting.
(c) All of the ordinary business expenses incurred in the
operations of the Fund and the offering of its shares shall be borne by the Fund
unless specifically provided otherwise in this paragraph 4. These expenses
include but are not limited to
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brokerage commissions, legal, auditing, taxes or governmental fees, the cost of
preparing share certificates, custodian, depository, transfer and shareholder
service agent costs, expenses of issue, sale, redemption and repurchase of
shares, expenses of registering and qualifying shares for sale, insurance
premiums on property or personnel (including officers and trustees if available)
of the Fund which inure to its benefit, expenses relating to trustee and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Fund in connection
with membership in investment company organizations and the cost of printing
copies of prospectuses and statements of additional information distributed to
shareholders.
5. Delegation of Responsibilities. The Administrator may in its
discretion delegate the performance of certain administrative services to a
subadministrator.
6. Compensation. The Fund shall pay the Administrator in full
compensation for services rendered hereunder an annual administration fee,
payable monthly, of 0.15%, 0.25% and 0.25% of the average daily net assets of
the Fund's Institutional Shares, Adviser Shares and Investor Shares,
respectively. The average daily net asset value of the Fund shall be determined
in the manner set forth in the Registration Statement of the Fund.
7. Non-Exclusivity. The services of the Administrator to the Fund are
not to be deemed to be exclusive, and the Administrator shall be free to render
administrative or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
officers of the Administrator may serve as officers or trustees of the Trust,
and that officers or trustees of the Trust may serve as officers of the
Administrator to the extent permitted by law; and that the officers of the
Administrator are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners or
officers of any other firm or corporation, including other investment companies.
8. Term and Approval. This Agreement shall become effective at the
close of business on the date hereof and shall remain in force and effect for
two years and thereafter from year to year, provided that such continuance is
specifically approved at least annually by the Board of Trustees.
9. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Trust's Board of Trustees or by vote
of a majority of the Fund's outstanding voting securities, or by the
Administrator, on sixty (60) days' written notice to the other party. The notice
provided for herein may be waived by either party.
10. Liability of Administrator and Indemnification. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Administrator or any of its
officers, trustees or employees, it
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shall not be subject to liability to the Fund or to any shareholder of the Fund
for any omission in the course of, or connected with, rendering services
hereunder.
11. Liability of Trustees and Shareholders. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the Secretary of The State of
Delaware, and notice is hereby given that this instrument is executed on behalf
of the trustees of the Trust as trustees and not individually and that the
obligations of this instrument are not binding upon any of the trustees or
shareholders individually but are binding only upon the assets and property of
the Trust.
12. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice. Until
further notice to the other party, it is agreed that the address of the Trust
and that of the Administrator shall be 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
13. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Act and to interpretations thereof,
if any, by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Securities
and Exchange Commission issued pursuant to said Act. In addition, where the
effect of a requirement of the Investment Company Act reflected in any provision
of this Agreement is released by rules, regulation or order of the Securities
and Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
E.I.I. REALTY SECURITIES TRUST, on
behalf of the E.I.I. Realty Securities Fund
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Chairman of the Board and Chief Executive
Officer
Attest:
/s/ Xxxxx X. X'Xxxxxx
---------------------
President
E.I.I. REALTY SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Managing Director
Attest:
/s/ Xxxxx X. X'Xxxxxx
---------------------
Managing Director
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