Exhibit (k)(iv)
XXXXXXX RREEF REAL ESTATE FUND, INC.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Auction Agent
BROKER-DEALER AGREEMENT
dated as of __________, 2003
Relating to
Auction Preferred Stock
of
Xxxxxxx RREEF Real Estate Fund, Inc.
UBS WARBURG LLC
Broker-Dealer Agreement dated as of ________, 2003, among Xxxxxxx RREEF
Real Estate Fund, Inc., a Maryland Corporation (the "Fund"), Deutsche Bank Trust
Company Americas, a New York corporation (the "Auction Agent") (not in its
individual capacity, but solely as agent of the Fund, pursuant to authority
granted to it in the Auction Agency Agreement (as defined below) and UBS Warburg
LLC (together with its successors and assigns, "UBS WARBURG").
Whereas the Fund proposes to issue _____ shares of Series A Auction
Preferred Stock and ____ shares of Series B Auction Preferred Stock, par value
$.01 per share, liquidation preference $25,000 per share (together the
"Preferred Shares"), pursuant to the Fund's Articles of Incorporation and the
Articles Supplementary (as defined below).
The Fund's Articles Supplementary provide that the Applicable Rate on
the Preferred Shares for each Dividend Period after the initial Dividend Period
shall be equal to the rate per annum that results from an Auction for
Outstanding Preferred Shares on the Auction Date therefor next preceding the
period from and after the Date of Original Issue to and including the last day
of the initial Dividend Period. The Board of Directors of the Fund has adopted a
resolution appointing Deutsche Bank Trust Company Americas as Auction Agent for
purposes of the Auction Procedures.
The Auction Procedures require the participation of one or more
Broker-Dealers for Preferred Shares.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Fund, the Auction Agent and UBS WARBURG agree as
follows:
1. Definitions and Rules Of Construction.
1.1. Terms Defined By Reference to the Articles Supplementary.
Capitalized terms not defined herein shall have the respective meanings
specified in the Articles Supplementary.
1.2. Terms Defined Herein.
As used herein, the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "Articles Supplementary" shall mean the Articles
Supplementary by which the Fund's Board of Directors will classify ________
shares of authorized and unissued preferred stock, $.01 par value, and authorize
the issuance of such preferred stock designated as Series __ Auction Preferred
Stock, as such Articles Supplementary, were filed by the Fund on __________,
2002 with the State Department of Assessments and Taxation of the State of
Maryland, and as may be amended from time to time.
(b) "Auction" shall have the meaning specified in Section
2.1 of the Auction Agency Agreement.
(c) "Auction Procedures" shall mean the Auction Procedures that
are set forth in Part II of the Article Supplementary.
(d) "Authorized Officer" shall mean each Managing Director, Vice
President, Assistant Vice President and Associate of the Auction Agent and every
other officer or employee of the Auction Agent designated as an "Authorized
Officer" for purposes of this Agreement in a communication to UBS WARBURG.
(e) "Broker-Dealer Agreement" shall mean this Agreement and any
substantially similar agreement between the Auction Agent and a Broker-Dealer.
(f) "UBS WARBURG Officer" shall mean each officer or employee of
UBS WARBURG designated as a "UBS WARBURG Officer" for purposes of this Agreement
in a communication to the Auction Agent.
(g) "Settlement Procedures" shall mean the Settlement Procedures
attached hereto as Exhibit A.
1.3. Rules of Construction.
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall be to
New York City time.
2. Notification of Dividend.
The provisions contained in Section 4 of Part I of the Articles
Supplementary concerning the notification of a Special Dividend Period will be
followed by the Auction Agent and UBS WARBURG, and the provisions contained
therein are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
were set forth fully herein.
3. The Auction.
3.1. Purpose; Incorporation by Reference of Auction Procedures and
Settlement Procedures.
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(a) On each Auction Date, the provisions of the Auction Procedures
will be followed by the Auction Agent for the purpose of determining the
Applicable Rate for the Preferred Shares, for each Dividend Period. Each
periodic operation of such procedures is hereinafter referred to as an
"Auction."
(b) All of the provisions contained in the Auction Procedures and
the Settlement Procedures are incorporated herein by reference in their entirety
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions were set forth fully herein.
(c) UBS WARBURG agrees to act as, and assumes the obligations of
and limitations and restrictions placed upon, a Broker-Dealer under this
Agreement. UBS WARBURG understands that other Persons meeting the requirements
specified in the definition of "Broker-Dealer" contained in Section 17 of Part I
of the Articles Supplementary may execute a Broker-Dealer Agreement and
participate as Broker-Dealers in Auctions.
(d) UBS WARBURG and other Broker-Dealers may participate in
Auctions for their own accounts. However, the Fund, by notice to UBS WARBURG and
all other Broker-Dealers, may prohibit all Broker-Dealers from submitting Bids
in Auctions for their own accounts, provided that Broker-Dealers may continue to
submit Hold Orders and Sell Orders. The Auction Agent shall have no duty or
liability with respect to the enforcement of this Section 3.1(d).
3.2. Preparation for Each Auction.
(a) Not later than 9:30 A.M. on each Auction Date for the
Preferred Shares, the Auction Agent shall advise UBS WARBURG by telephone of the
`AA' Financial Composite Commercial Paper Rate or the Treasury Index Rate, as
the case may be, and the Maximum Rate in effect on such Auction Date.
(b) The Auction Agent from time to time may request UBS WARBURG to
provide it with a list of the respective customers UBS WARBURG believes are
Beneficial Owners of Preferred Shares. UBS WARBURG shall comply with any such
request, and the Auction Agent shall keep confidential any such information,
including information received as to the identity of Bidders in any Auction, and
shall not disclose any such information so provided to any Person other than the
Fund; and such information shall not be used by the Auction Agent or its
officers, employees, agents or representatives for any purpose other than such
purposes as are described herein. The Auction Agent shall transmit any list of
customers UBS WARBURG believes are Beneficial Owners of Preferred Shares and
information related thereto only to its officers, employees, agents or
representatives who need to know such information for the purposes of acting in
accordance with this Agreement, and the Auction Agent shall prevent the
transmission of such information to others and shall cause its officers,
employees, agents and representatives to abide by the foregoing confidentiality
restrictions; provided, however, that the Auction Agent shall have no
responsibility or liability for the actions of any of its officers, employees,
agents or representatives after they have left the employ of the Auction Agent.
3.3. Auction Schedule; Method of Submission of Orders.
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(a) Auction Agent shall conduct Auctions for Preferred Shares in
accordance with the schedule set forth below. Such schedule may be changed at
any time by the Auction Agent with the consent of the Fund, which consent shall
not be withheld unreasonably. The Auction Agent shall give notice of any such
change to UBS WARBURG. Such notice shall be received prior to the first Auction
Date on which any such change shall be effective.
Time Event
By 9:30 A.M. Auction Agent shall advise the Fund and the
Broker-Dealers of the `AA' Financial
Composite Commercial Paper Rate or the
Treasury Index Rate, as the case may be, and
the Maximum Rate as set forth in Section
3.2(a) hereof.
9:30 A.M. - 1:30 P.M. Auction Agent shall assemble information
communicated to it by Broker-Dealers as
provided in Section 2(a) of Part II of the
Articles Supplementary. Submission Deadline
is 1:30 P.M.
Not earlier than 1:30 P.M. Auction Agent shall make determinations
pursuant to Section 4(a) of Part II of the
Articles Supplementary.
By approximately 3:00 P.M. Auction Agent shall advise the Fund of the
results of the Auction as provided in
Section 4(b) of Part II of the Articles
Supplementary. Submitted Bids and Submitted
Sell Orders will be accepted and rejected in
whole or in part and Preferred Shares will
be allocated as provided in Section 5 of
Part II of the Articles Supplementary.
Auction Agent shall give notice of the
Auction results as set forth in Section
3.4(a) hereof.
(b) UBS WARBURG agrees to maintain a list of Potential Beneficial
Owners and to contact the Potential Beneficial Owners on such list on or prior
to each Auction Date for the purposes set forth in Section 2 of Part II of the
Articles Supplementary.
(c) UBS WARBURG shall submit Orders to the Auction Agent in
writing in substantially the form attached hereto as Exhibit B. UBS WARBURG
shall submit separate Orders to the Auction Agent for each Potential Beneficial
Owner or Beneficial Owner on whose behalf UBS WARBURG is submitting an Order and
shall not net or aggregate the Orders of Potential Beneficial Owners or
Beneficial Owners on whose behalf UBS WARBURG is submitting Orders.
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(d) UBS WARBURG shall deliver to the Auction Agent (i) a written
notice, substantially in the form attached hereto as Exhibit C, of transfers of
Preferred Shares, made through UBS WARBURG by an Existing Holder to another
Person other than pursuant to an Auction, and (ii) a written notice,
substantially in the form attached hereto as Exhibit D, of the failure of
Preferred Shares to be transferred to or by any Person that purchased or sold
Preferred Shares through UBS WARBURG pursuant to an Auction. The Auction Agent
is not required to accept any notice delivered pursuant to the terms of the
foregoing sentence with respect to an Auction unless it is received by the
Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable
Auction Date.
3.4. Notice of Auction Results.
(a) On each Auction Date, the Auction Agent shall notify UBS
WARBURG by telephone of the results of the Auction. By approximately 11:30 A.M.
on the Business Day next succeeding such Auction Date, the Auction Agent shall
notify UBS WARBURG in writing of the disposition of all Orders submitted by UBS
WARBURG in the Auction held on such Auction Date.
(b) UBS WARBURG shall notify each Beneficial Owner, Potential
Beneficial Owner, Existing Holder or Potential Holder on whose behalf UBS
WARBURG has submitted an Order as set forth in paragraph (b) of the Settlement
Procedures and take such other action as is required of UBS WARBURG pursuant to
the Settlement Procedures.
If any Beneficial Owner or Existing Holder selling Preferred Shares in
an Auction fails to deliver such shares, the Broker-Dealer of any Person that
was to have purchased Preferred Shares in such Auction may deliver to such
Person a number of whole shares of Preferred Shares that is less than the number
of shares that otherwise was to be purchased by such Person. In such event, the
number of Preferred Shares to be so delivered shall be determined by such
Broker-Dealer. Delivery of such lesser number of shares shall constitute good
delivery. Upon the occurrence of any such failure to deliver shares, such
Broker-Dealer shall deliver to the Auction Agent the notice required by Section
3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b),
any delivery or non-delivery of Preferred Shares which represents any departure
from the results of an Auction, as determined by the Auction Agent, shall be of
no effect unless and until the Auction Agent shall have been notified of such
delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof.
The Auction Agent shall have no duty or liability with respect to enforcement of
this Section 3.4(b).
3.5. Service Charge to be Paid to UBS WARBURG.
On the Business Day next succeeding each Auction Date, the Auction
Agent shall pay to UBS WARBURG from moneys received from the Fund an amount
equal to: (a) in the case of any Auction Date immediately preceding a Dividend
Period of less than one year, the product of (i) a fraction the numerator of
which is the number of days in such Dividend Period (calculated by counting the
first day of such Dividend Period but excluding the last day thereof) and the
denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times
(iv) the sum of (A) the aggregate number of Preferred Shares placed by UBS
WARBURG in the applicable
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Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner
submitted by UBS WARBURG and continued to be held as a result of such submission
and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted
by UBS WARBURG and were purchased as a result of such submission plus (B) the
aggregate number of Preferred Shares subject to valid Hold Orders (determined in
accordance with Section 2 of Part II of the Articles Supplementary) submitted to
the Auction Agent by UBS WARBURG plus (C) the number of Preferred Shares deemed
to be subject to Hold Orders by Beneficial Owners pursuant to Section 2 of Part
II of the Articles Supplementary that were acquired by UBS WARBURG for its own
account or were acquired by such Beneficial Owners through UBS WARBURG; and (b)
in the case of any Auction Date immediately preceding a Special Dividend Period
of one year or longer, that amount as mutually agreed upon by the Fund and UBS
WARBURG, based on the selling concession that would be applicable to an
underwriting of fixed or variable rate preferred shares with a similar final
maturity or variable rate dividend period, at the commencement of such Special
Dividend Period.
For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any
Beneficial Owner who acquired Preferred Shares through UBS WARBURG transfers
those shares to another Person other than pursuant to an Auction, then the
Broker-Dealer for the shares so transferred shall continue to be UBS WARBURG,
provided, however, that if the transfer was effected by, or if the transferee
is, a Broker-Dealer other than UBS WARBURG, then such Broker-Dealer shall be the
Broker-Dealer for such shares.
4. The Auction Agent.
4.1. Duties and Responsibilities.
(a) The Auction Agent is acting solely as agent for the
Fund hereunder and owes no fiduciary duties to any other Person by reason of
this Agreement.
(b) The Auction Agent undertakes to perform such duties
and only such duties as are set forth specifically in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the
Auction Agent.
(c) In the absence of bad faith or negligence on its
part, the Auction Agent shall not be liable for any action taken, suffered or,
omitted by it, or for any error of judgment made by it in the performance of its
duties under this Agreement. The Auction Agent shall not be liable for any error
of judgment made in good faith unless the Auction Agent shall have been
negligent in ascertaining (or failing to ascertain) the pertinent facts.
4.2. Rights of the Auction Agent.
(a) The Auction Agent may rely upon, and shall be
protected in acting or refraining from acting upon, any communication authorized
by this Agreement and any written instruction, notice, request, direction,
consent, report, certificate, share certificate or other instrument, paper or
document reasonably believed by it to be genuine. The Auction Agent shall not be
liable for acting upon any telephone communication authorized by this Agreement
which the Auction Agent reasonably believes in good faith to have been given by
the Fund or by UBS WARBURG. The Auction Agent may record telephone
communications with UBS WARBURG.
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(b) The Auction Agent may consult with counsel of its own
choice, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance,
expend or risk its own funds or otherwise incur or become exposed to financial
liability in the performance of its duties hereunder.
4.3. Auction Agent's Disclaimer.
The Auction Agent makes no representation as to the validity or
adequacy of this Agreement or the Preferred Shares.
5. Miscellaneous.
5.1. Termination.
Any party may terminate this Agreement at any time upon five days'
prior written notice to the other party; provided, however, that if the
Broker-Dealer is UBS Warburg neither UBS Warburg nor the Auction Agent may
terminate this Agreement without first obtaining the prior written consent of
the Fund to such termination, which consent shall not be withheld unreasonably.
5.2. Participant in Securities Depository; Payment of Dividends in
Same-Day Funds.
(a) UBS WARBURG is, and shall remain for the term of this
Agreement, a member of, or a participant in, the Securities Depository (or an
affiliate of such a member or participant).
(b) UBS WARBURG represents that it (or if UBS WARBURG
does not act as Agent Member, one of its affiliates) shall make all dividend
payments on the Preferred Shares available in same-day funds on each Dividend
Payment Date to customers that use UBS WARBURG (or its affiliate) as Agent
Member.
5.3. Agent Member.
At the date hereof, UBS WARBURG is a participant of the Securities
Depository.
5.4. Communications.
Except for (i) communications authorized to be made by telephone
pursuant to this Agreement or the Auction Procedures and (ii) communications in
connection with the Auctions (other than those expressly required to be in
writing), all notices, requests and other communications to any party hereunder
shall be in writing (including telecopy or similar writing) and shall be given
to such party at its address or telecopier number set forth below:
If to the Fund,
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addressed to:
Xxxxxxx RREEF Real Estate Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:______________
Telecopier No.: (212) ________
Telephone No.: (203) ________
If to the Auction Agent,
addressed to:
Deutsche Bank Trust Company Americas
Corporate Trust and Agency Group
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Auction Rate Securities
Telecopier No.: (212) ________
Telephone No.: (201) ________
If to the UBS WARBURG,
addressed to:
UBS Warburg LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: __________________
Telecopier No.: (212) ___-____
Telephone No.: (212) ___-____
or such other address or telecopier number as such party hereafter may
specify for such purpose by notice to the other party. Each such notice, request
or communication shall be effective when delivered at the address specified
herein. Communications shall be given on behalf of UBS WARBURG by a UBS WARBURG
Officer and on behalf of the Auction Agent by an Authorized Officer. UBS WARBURG
may record telephone communications with the Auction Agent.
5.5. Entire Agreement.
This Agreement contains the entire agreement between the parties
relating to the subject matter hereof, and there are no other representations,
endorsements, promises, agreements or understandings, oral, written or implied,
between the parties relating to the subject matter hereof.
5.6. Benefits.
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Nothing in this Agreement, express or implied, shall give to any
person, other than the Fund, the Auction Agent and UBS WARBURG and their
respective successors and assigns, any benefit of any legal or equitable right,
remedy or claim under this Agreement.
5.7. Amendment; Waiver.
(a) This Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by a duly authorized representative of the party to
be charged.
(b) Failure of either party to this Agreement to exercise
any right or remedy hereunder in the event of a breach of this Agreement by the
other party shall not constitute a waiver of any such right or remedy with
respect to any subsequent breach.
5.8. Successors and Assigns.
(a) This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the respective successors and permitted
assigns of each of UBS WARBURG and the Auction Agent. This Agreement may not be
assigned by either party hereto absent the prior written consent of the other
party; provided, however, that this Agreement may be assigned by the Auction
Agent to a successor Auction Agent selected by the Fund without the consent of
UBS WARBURG.
5.9. Severability.
If any clause, provision or section of this Agreement shall be ruled
invalid or unenforceable by any court of competent jurisdiction, the invalidity
or unenforceability of such clause, provision or section shall not affect any
remaining clause, provision or section hereof.
5.10. Execution in Counterparts.
This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
5.11. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed in said state.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
XXXXXXX RREEF REAL ESTATE FUND, INC.
-------------------------------------
By:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
-------------------------------------
By:
Title:
UBS WARBURG LLC
-------------------------------------
By:
Title:
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EXHIBIT A
SETTLEMENT PROCEDURES
Capitalized terms used herein have the respective meanings specified in
the Articles Supplementary.
(a) On each Auction Date, the Auction Agent shall notify by
telephone the Broker-Dealers that participated in the Auction held on such
Auction Date and submitted an Order on behalf of an Existing Holder or Potential
Holder of:
(i) the Applicable Rate fixed for the next succeeding Dividend
Period;
(ii) whether Sufficient Clearing Bids existed for the determination
of the Applicable Rate;
(iii) if such Broker-Dealer submitted a Bid or a Sell Order on
behalf of an Existing Holder, whether such Bid or Sell Order was
accepted or rejected, in whole or in part, and the number of shares, if
any, of Preferred Shares then outstanding to be sold by such Existing
Holder;
(iv) if such Broker-Dealer submitted a Bid on behalf of a Potential
Holder, whether such Bid was accepted or rejected, in whole or in part,
and the number of shares, if any, of Preferred Shares to be purchased
by such Potential Holder;
(v) if the aggregate number of shares of Preferred Shares to be
sold by all Existing Holders on whose behalf such Broker-Dealer
submitted Bid or Sell Orders exceeds the aggregate number of shares of
Preferred Shares to be purchased by all Potential Holders on whose
behalf such Broker-Dealer submitted a Bid, the name or names of one or
more other Broker-Dealers (and the Agent member, if any, of each such
other Broker-Dealer) and the number of shares of Preferred Shares to be
(x) purchased from one or more Existing Holders on whose behalf such
other Broker-Dealers submitted Bids or Sell Orders or (y) sold to one
or more Potential Holders on whose behalf such other Broker-Dealers
submitted Bids; and
(vi) the scheduled Auction Date of the next succeeding Auction.
(b) On each Auction Date, each Broker-Dealer that submitted an
Order on behalf of any Existing Holder or Potential Holder shall:
(i) advise each Existing Holder and Potential Holder on whose
behalf such Broker-Dealer submitted a Bid or Sell Order whether such
Bid or Sell Order was accepted or rejected, in whole or in part;
(ii) instruct each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part,
to instruct such Bidder's Agent Member to pay to such Broker-Dealer (or
its Agent Member) through the Securities
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Depository the amount necessary to purchase the number of shares of
Preferred Shares to be purchased pursuant to such Bid against receipt
of such shares;
(iii) instruct each Existing Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part,
or a Sell Order that was accepted, in whole or in part, to instruct
such Bidder's Agent Member to deliver to such Broker-Dealer (or its
Agent Member) through the Securities Depository the number of shares of
Preferred Shares to be sold pursuant to such Bid or Sell Order against
payment therefor;
(iv) advise each Existing Holder on whose behalf such Broker-Dealer
submitted an Order and each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid of the Applicable Rate for the next
succeeding Dividend Period;
(v) advise each Existing Holder on whose behalf such Broker-Dealer
submitted an Order of the Auction Date of the next succeeding Auction;
and
(vi) advise each Potential Holder on whose behalf such
Broker-Dealer submitted a Bid that was accepted, in whole or in part,
of the Auction Date of the next succeeding Auction.
(c) On the basis of the information provided to it pursuant to
paragraph (a) above, each Broker-Dealer that submitted a Bid or Sell Order shall
allocate any funds received by it pursuant to paragraph (b)(ii) above, and any
shares of Preferred Shares received by it pursuant to paragraph (b)(iii) above,
among the Potential Holders, if any, on whose behalf such Broker-Dealer
submitted Bids, the Existing Holders, if any, on whose behalf such Broker-Dealer
submitted Bids or Sell Orders, and any Broker-Dealers identified to it by the
Auction Agent pursuant to paragraph (a)(v) above.
(d) On the Business Day after the Auction Date, the Securities
Depository shall execute the transactions described above, debiting and
crediting the accounts of the respective Agent Members as necessary to effect
the purchases and sale of shares of Preferred Shares as determined in the
Auction for such series.
(e) Any delivery or nondelivery of shares which shall represent
any departure from the results of an Auction, as determined by the Auction
Agent, shall be of no effect unless and until the Auction Agent shall have been
notified of such delivery or nondelivery in accordance with the provisions of
the Auction Agency Agreement and the Broker-Dealer Agreement.
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EXHIBIT B
DEUTSCHE BANK TRUST COMPANY AMERICAS
AUCTION BID FORM
Submit To: Issue:
Deutsche Bank Trust Company Americas Auction Preferred Stock
Xxxxxxx RREEF Real Estate Fund, Inc. Corporate Trust and ("Preferred Shares")
Agency Group
_____________________
New York, NY ______
Attention: Auction Rate Securities
Telecopier No.: (201) ___-____
Telephone No.: (201) ___-____
The undersigned Broker-Dealer submits the following Order on behalf of
the Bidder listed below:
Name of Bidder: ______________________
BENEFICIAL OWNER
Shares of Series ___ now held
HOLD ______________________________
BID at rate of _____________________
SELL _______________________________
POTENTIAL BENEFICIAL OWNER
# of shares of Series ___
BID at rate of __________ Notes:
(1) If submitting more than one Bid for one Bidder, use
additional Auction Bid Forms.
(2) If one or more Bids covering in the aggregate more than
the number of outstanding shares held by any Beneficial Owner are submitted,
such bid shall be considered valid in the order of priority set forth in the
Auction Procedures on the above issue.
(3) A Hold or Sell Order may be placed only by a Beneficial
Owner covering a number of shares not greater than the number of shares
currently held.
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(4) Potential Beneficial Owners may make only Bids, each of
which must specify a rate. If more than one Bid is submitted on behalf of any
Potential Beneficial Owner, each Bid submitted shall be a separate Bid with the
rate specified.
(5) Bids may contain no more than three figures to the right
of the decimal point (.001 of 1%). Fractions will not be accepted.
NAME OF BROKER-DEALER ________________________________
Authorized Signature _________________________________
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EXHIBIT C
(Note: To be used only for transfers made other than pursuant to an Auction)
TRANSFER FORM
Re: Xxxxxxx RREEF Real Estate Fund, Inc.
Auction Preferred Stock ("Preferred Shares")
We are (check one):
[ ] the Existing Holder named below;
[ ] the Broker-Dealer for such Existing Holder; or
[ ] the Agent Member for such Existing Holder.
We hereby notify you that such Beneficial Owner has
transferred shares of Series ___ Preferred Shares to __________________________.
---------------------------------
(Name of Existing Holder)
---------------------------------
(Name of Broker-Dealer)
---------------------------------
(Name of Agent Member)
By:
---------------------------------
Printed Name:
Title:
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EXHIBIT D
(Note: To be used only for failures to deliver or to pay for
Preferred Shares sold pursuant to an Auction)
NOTICE OF A FAILURE TO DELIVER
We are a Broker-Dealer for ___________________ (the
"Purchaser"), which purchased ________ shares of Series ___ Preferred Shares of
Xxxxxxx RREEF Real Estate Fund, Inc. in the Auction held on ____________________
from the seller of such shares.
We hereby notify you that (check one):
_____ the Seller failed to deliver such shares to the
Purchaser.
_____ the Purchaser failed to make payment to the Seller upon
delivery of such shares.
Name:
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(Name of Broker-Dealer)
By:
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Printed Name:
Title:
-16-
