XXXXX & STEERS EQUITY INCOME FUND, INC.
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this _ day of , 199_, between Xxxxx & Steers Capital
Management, Inc. ("CSCM"), a corporation organized under the laws of State of
Delaware with its principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and the institution executing this document below (the
"Institution").
WHEREAS, CSCM acts as administrator of Xxxxx & Steers Equity Income
Fund, Inc. (the "Fund"), a Maryland corporation registered under the Investment
Company Act of 1940, as amended (the "Act") as an open-end management investment
company, which may issue its shares of common stock in separate series; and
WHEREAS, the Fund has adopted a Shareholder Service Plan with respect to
the Fund (the "Service Plan") that authorizes CSCM to pay fees to qualified
financial institutions for maintaining and providing services to shareholder
accounts of the Fund; and
WHEREAS, CSCM desires that Institution perform certain service
activities on behalf of CSCM and the Fund with respect to the Fund and
Institution is willing to perform those services on the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, for and in consideration of the representations,
covenants and agreements contained herein and other valuable consideration, the
undersigned parties do hereby agree as follows:
SECTION 1. SERVICE ACTIVITIES
In connection with providing services and maintaining shareholder
accounts of the Fund with respect to its various customers, Institution may
provide services including: (a) establishing and maintaining accounts and
records relating to clients of Institution; (b) answering shareholder inquiries
regarding the manner in which purchases, exchanges and redemptions of shares of
the Fund may be effected and other matters pertaining to the Fund's services;
(c) providing necessary personnel and facilities to establish and maintain
shareholder accounts and records; (d) assisting shareholders in arranging for
processing purchase, exchange and redemption transactions; (e) arranging for the
wiring of funds; (f) guaranteeing shareholder signatures in connection with
redemption orders and transfers and changes in shareholder-designated accounts;
(g) integrating periodic statements with other shareholder transactions; and (h)
providing such other related services as the shareholder may request.
Institution shall not be obligated to perform any specific service for its
clients. Institution's appointment shall be nonexclusive and CSCM may enter into
similar agreements with other persons.
SECTION 2. COMPENSATION
(a) As compensation for Institution's service activities with respect to
the Fund, CSCM shall pay Institution fees in the amounts listed on Schedule A to
this Agreement (the "Payments"); provided, however, that in no event will CSCM
be required to make any payments for service activities in an amount greater
than that which CSCM is paid by the Fund for such services.
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(b) The Payments shall be accrued daily and paid monthly or at such
other interval as CSCM and Institution shall agree.
(c) On behalf of the Fund, Institution may spend such amounts and incur
such expenses as it deems appropriate or necessary on any service activities.
Such expenses may include compensation to employees and expenses, including
overhead and telephone and other communication expenses, of Institution.
Institution shall be solely liable for any expenses it incurs.
SECTION 3. REPRESENTATIONS OF INSTITUTION
Institution represents that:
(a) the compensation payable to it under this Agreement in connection
with the investment in the Fund of the assets of its customers (i) will be
disclosed by the Institution to its customers, (ii) will be authorized by its
customers, and (iii) will not result in an excessive fee to Institution;
(b) if it is a member of the National Association of Securities Dealers,
Inc. ("NASD"), it shall abide by the Rules of Conduct of the NASD;
(c) it will, in connection with sales and offers to sell shares, furnish
to or otherwise insure that each person to whom any such sale or offer is made
receives a copy of the Fund's then current prospectus;*
(d) it will purchase shares only as agent of the Fund and that it will
purchase shares only for the purpose of covering purchase orders already
received or for its own bona fide investment purposes;*
(e) the performance of all its obligations hereunder will comply with
all applicable laws and regulations, including any applicable Federal securities
laws and any requirements to deliver confirmations to its customers, the
provisions of its charter documents and bylaws and all material contractual
obligations binding upon the Institution; and
(f) it will promptly inform the Fund of any change in applicable laws or
regulations (or interpretations thereof) or in its charter or bylaws or material
contracts which would prevent or impair full performance of any of its
obligations hereunder.
SECTION 4. FUND LITERATURE*
Institution is not authorized to make any representations concerning
shares of the Fund except those contained in the Fund's then current prospectus
and statement of additional information
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* To be included only in Agreements with dealers with whom the Fund's
Underwriter has entered into a Dealer Agreement.
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("SAI") and printed information issued by the Fund or by CSCM as information
supplemental to the prospectus. CSCM will supply Institution upon its request
with prospectuses, SAIs, reasonable quantities of supplemental sales literature
and additional information. Institution agrees not to use other advertising or
sales material relating to the Fund unless approved in writing by CSCM in
advance of such use. Any printed information furnished by CSCM other than the
then current prospectus and SAI, periodic reports and proxy solicitation
materials are CSCM's sole responsibility and are not the responsibility of the
Fund and the Fund shall have no liability or responsibility to Institution in
these respects unless expressly assumed in connection therewith. Institution
shall have no responsibility with regard to the accuracy or completeness of any
of the printed information furnished by Fund and shall be held harmless by Fund
from and against any cost or loss arising therefrom.
SECTION 5. REPORTS
Institution shall prepare and furnish to CSCM, at CSCM's request,
written reports seeing forth all amounts expended by Institution and identifying
the activities for which the expenditures were made.
SECTION 6. INDEMNIFICATION
Institution agrees to indemnify and hold harmless CSCM and the Fund from
any claims, expenses, or liabilities incurred by CSCM or the Fund as a result of
any act or omission of the Institution in connection with its services under
this Agreement.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date hereof and, upon
its effectiveness, shall supersede all previous agreements between the parties
covering the subject matter hereof.
(b) This Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the
vote of a majority of the Directors of the Fund;
(ii) automatically in the event of the termination of the
Administration agreement between the Fund and CSCM or the Service Plan;
(iii) automatically in the event of the assignment of this
Agreement as defined in the Act; and
(iv) by either party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its intention
to terminate.
SECTION 8. NOTICES
Any notice under this Agreement shall be in writing and shall be
addressed and delivered, or
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mailed postage prepaid, to the other party's principal place of business, or to
such other place as shall have been previously specified by written notice given
to the other party.
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SECTION 9. AMENDMENTS
Subject to approval of material amendments to the form of this Agreement
by the Fund's Board of Directors, this Agreement may be amended by the parties
at any time. In addition, this Agreement may be amended by CSCM from time to
time by the following procedure: CSCM will mail a copy of the amendment to
Institution at its principal place of business or such other address as
Institution shall in writing provide to CSCM. If Institution does not object to
the amendment within thirty (30) days after its receipt, the amendment will
become part of the Agreement. The Institution's objection must be in writing and
be received by CSCM within the thirty days.
SECTION 10. USE OF THE FUND'S NAME
Institution shall not use the name of the Fund on any checks, bank
drafts, bank statements or forms for other than internal use in a manner not
approved by the Fund prior thereto in writing; provided, however, that the
approval of the Fund shall not be required for the use of the Fund's name which
merely refers in accurate and factual terms to the Fund in connection with the
Institution's role hereunder or which is required by any appropriate regulatory,
governmental or judicial authority; and further provided that in no event shall
such approval be unreasonably withheld or delayed.
SECTION 11. MISCELLANEOUS
(a) This Agreement shall be construed in accordance with the laws of the
State of New York.
(b) If any provision of this Agreement shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Agreement shall not
be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
INSTITUTION:
_______________________________________
Name of Institution
By:____________________________________
Name:__________________________________
Title:_________________________________
XXXXX & STEERS EQUITY INCOME FUND, INC.
By:____________________________________
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Name: Xxxxxx Xxxxx
Title: President
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XXXXX & STEERS EQUITY INCOME FUND, INC.
SHAREHOLDER SERVICE AGREEMENT
SCHEDULE A
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.10% of the average annual daily net assets of the Fund represented by shares
owned by investors for which Institution provides services pursuant to this
Agreement.
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