Exhibit 2(e)
XXXXX & STEERS REIT AND PREFERRED INCOME FUND, INC.
Agreement for Dividend Reinvestment Plan
Agreement, dated as of June __, 2003, between Xxxxx & Steers REIT and
Preferred Income Fund, Inc. (the "Fund") and EquiServe Trust Company, NA (the
"Plan Agent").
WHEREAS, the Fund wishes to establish this Dividend Reinvestment Plan (the
"Plan") to provide for reinvestment of Fund distributions, consisting of income
dividends, returns of capital and capital gain distributions paid by the Fund,
on behalf of Fund's Common Shareholders who participate in the Plan
("Participants") by the Plan Agent; and
WHEREAS, the Plan Agent wishes to act as agent for the provision of the
Plan to the Participants.
NOW, THEREFORE, the parties agree as follows:
1. The Plan Agent will act as agent for Participants and provide the
services set forth in this Agreement to each Common Shareholder unless such
Common Shareholder has elected not to participate in the Plan by signing and
returning to the Plan Agent a notice in such form as the Plan Agent and Fund
shall agree. The Plan Agent agrees to inform the Fund of the amount of shares
held by the Plan on the record date of any distribution declared by the Fund. In
addition, at the request of the Fund, the Plan Agent will provide the Fund with
such reasonable information regarding the Plan as the Fund may from time to time
request.
2. The Plan Agent will maintain an account for each Participant under the
Plan in the same name as the Shares of common stock ("Shares") of the
Participant are registered, and will put into effect for each Participant the
distribution reinvestment option of the Plan as of the first record date for a
distribution to Common Shareholders. In the case of record shareholders that
hold Shares for others who are the beneficial owners, the Plan Agent will
administer the Plan on the basis of the number of Shares certified from time to
time by the record shareholder as representing the total amount registered in
the record shareholder's name and held for the account of beneficial owners who
are Participants.
3. Whenever the Fund declares a dividend or distribution payable either in
Shares or in cash, Participants will receive the equivalent in shares of the
Fund valued as described in Paragraph 4 below.
4. (a) If the market price per Share is equal to or exceeds net asset
value, as determined in the manner provided in the Fund's prospectus ("Net Asset
Value"), per share plus estimated brokerage commissions on the payable date of
the dividend or
distribution (the "Valuation Date"), the Fund will issue to the Plan Agent for
the account of the Participants the amount of Shares of the Fund, including
fractional Shares, at a per share price equal to the higher of (A) Net Asset
Value or (B) 95% of the closing market price per Share on the Valuation Date.
Such Shares will be paid to the Plan Agent and the Plan Agent will credit the
accounts of the Participants with such Shares in accordance with their
respective entitlements; and
(b) if market price per Share plus estimated brokerage commissions on the
Valuation Date is less than the Net Asset Value per Share, the Fund will pay the
cash amount of such dividend or distribution to the Plan Agent and the Plan
Agent will purchase a sufficient number of full and fractional Shares to satisfy
the obligations under the Plan with respect to each Participant's account. The
Plan Agent shall complete such Plan purchases as soon as practicable after the
Valuation Date and in no event later than 30 days after such date, except where
necessary to comply with applicable provisions of the federal securities laws.
5. In making purchases for a Participant's account, the Plan Agent will
commingle a Participant's funds with those of other Participants and the price
per share allocable to each Participant in connection with such purchases shall
be the average price (including brokerage commissions and other related costs)
of all Fund shares purchased by the Plan Agent, as agent. Open-market purchases
provided for above may be made on any securities exchange where the Fund's
Shares are traded, in the over-the-counter market or in negotiated transactions,
and may be on such terms as to price, delivery and otherwise as the Plan Agent
shall determine. The average price per Share may, due to market fluctuations, be
greater than the Net Asset Value per Share plus estimated brokerage commissions
on the Valuation Date, resulting in the acquisition of fewer Shares than if the
dividend or distribution had been in Shares issued by the Fund. It is understood
that the rules and regulations of the Securities and Exchange Commission may
under certain conditions require limitation or temporary suspension of market
purchases of Shares under the Plan. The Plan Agent shall not be accountable for
its inability to make purchases during such period.
6. Participants' funds held uninvested by the Plan Agent will not bear
interest, and it is understood that, in any event, the Plan Agent shall have no
liability in connection with any inability to purchase Shares within 30 days
after the payment date as herein provided, or with the timing of any purchases
affected. The Plan Agent shall have no responsibility as to the value of the
Fund's Shares acquired for Participants' accounts.
7. The Plan Agent will forward to each Participant any proxy solicitation
material and will vote any Shares so held only in accordance with proxies
returned to the Fund.
8. The Plan Agent will confirm to each Participant each acquisition made
for the Participant's account as soon as practicable but not later than 60 days
after the date thereof. The Plan Agent will deliver to any Participant upon
request, without charge, a certificate or certificates for his full Shares.
Although a Participant may from time to time have an undivided fractional
interest (computed to three decimal places) in a share
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of the Fund, and distributions on fractional Shares will be credited to the
Participant's account, no certificates for a fractional share will be issued. In
the event of termination of a Participant's account under the Plan, the Plan
Agent will adjust for any such undivided fractional interest at the market value
of the Fund's shares at the time of termination. The Plan Agent will report
annually to Participants the amount of dividends and distributions credited to
their accounts during the year.
9. Any stock dividends or split Shares distributed by the Fund on full and
fractional Shares held by the Plan Agent for a Participant will be credited to
the Participant's account. In the event that the Fund makes available to its
Common Shareholders rights to purchase additional Shares or other securities,
the Shares held for each Participant under the Plan will be added to other
Shares held by the Participant in calculating the number of rights to be issued
to that Participant.
10. The Plan Agent's service fee for handling reinvestment of distributions
pursuant hereto will be paid by the Fund. Participants will be charged their pro
rata share of brokerage commissions on all open market purchases. Any stock
dividends, split shares paid or distributed by the Fund other than as a regular
dividend, on Shares held by the Plan Agent for a Participant, will be credited
to such Participant's account, without a service charge.
11. Each Participant may terminate his account under the Plan by notifying
the Plan Agent of his intent so to do, such notice to be provided either in
writing duly executed by the Participant or by telephone in accordance with such
reasonable requirements as the Plan Agent and the Fund may agree. Such
termination will be effective immediately if notice is received by the Plan
Agent not less than ten days prior to any distribution record date for the next
succeeding distribution; otherwise such termination will be effective shortly
after the investment of such distribution with respect to all subsequent
distributions. The Plan may be terminated by the Fund or the Plan Agent upon at
least 90 days prior written notice to all Shareholders of the Fund. Upon any
termination, the Plan Agent will cause a certificate or certificates for the
full Shares held for each Participant under the Plan and cash adjustment for any
fraction to be delivered to the Participant without charge. If any Participant
elects in advance of such termination to have the Plan Agent sell part or all of
his Shares, the Plan Agent is authorized to deduct from the proceeds a $2.50 fee
plus the brokerage commissions incurred for the transaction.
12. These terms and conditions may be amended or supplemented by the Plan
Agent or the Fund at any time or times but, except when necessary or appropriate
to comply with applicable law or the rules or policies of the Securities and
Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 90 days prior to the effective
date thereof. The amendment or supplement shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Plan Agent receives
notice of the termination of such Participant's account under the Plan in
accordance with the terms hereof. Any such amendment may include an appointment
by the Plan Agent in its place and stead of a
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successor agent under these terms and conditions. Upon any such appointment of
any agent for the purpose of receiving distributions, the Fund will be
authorized to pay to such successor agent, for each Participant's account, all
dividends and distributions payable on Shares of the Fund held in the
Participant's name or under the Plan for retention or application by such
successor Agent as provided in these terms and conditions.
13. The Plan Agent shall at all times act in good faith and agree to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by its negligence, bad faith or willful misconduct or that
of its employees.
14. The Participants shall notifiy the Plan Agent promptly in writing of
any change of address. Notices to the Participant will be addressed to the
Participant at his last address of record with the Plan Agent. Notices to the
Plan Agent shall be sent to EquiServe Trust Company, NA, Boston EquiServe
Division, Shareholder Services, XX Xxx 00000, Xxxxxxxxxx XX 00000-0000. Notices
to the Fund shall be sent to 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
15. These terms and conditions shall be governed by the laws of the
Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date first set forth above.
Xxxxx & Steers REIT and Preferred Income Fund, Inc.
By:
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Name: Xxxxxx Xxxxx
Title: President
EquiServe Trust Company, NA
By:
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Name:
Title:
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