EXHIBIT 9(C)
XXXXX & STEERS REALTY SHARES, INC.
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this day of , 199 , between Xxxxx & Steers Realty
Shares, Inc. (the "Fund"), a corporation organized under the laws of State of
Maryland and registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "Act") 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, the Fund has adopted a Shareholder Service Plan with respect to
the Fund (the "Service Plan") that authorizes the Fund to pay fees to qualified
financial institutions for maintaining and providing services to shareholder
accounts of the Fund; and
WHEREAS, the Fund desires that Institution perform certain service
activities on behalf of 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, the Fund shall pay Institution fees in the amounts listed on Schedule
A to this Agreement (the "Payments").
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(b) The Payments shall be accrued daily and paid monthly or at such other
interval as the Fund 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 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 ("SAI") and printed information issued by
the Fund or by Xxxxx & Steers Securities, Inc., the Fund's distributor ("CSSI")
as information supplemental to the prospectus. The Fund or CSSI 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 the Fund or CSSI in advance of such use. Institution
shall have no responsibility with regard to the accuracy or
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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 the Fund, at the Fund'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 the Fund and CSSI from
any claims, expenses, or liabilities incurred by the Fund or CSSI 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
Service Plan or by vote of a majority of the Fund's Directors who are not
"interested persons" of the Fund within the meaning of the Investment
Company Act of 1940;
(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 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.
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 the Fund from time to
time by the following procedure: the Fund 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 the Fund. 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 the Fund within the thirty days.
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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.
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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 REALTY SHARES, INC.
-----------------------------------------
By:--------------------------------------
Name:
Title:
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XXXXX & STEERS REALTY SHARES, INC.
SHAREHOLDER SERVICE AGREEMENT
Schedule A
PAYMENTS PURSUANT TO THE SERVICE PLAN
0.05% 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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