▇▇▇▇▇ & STEERS EQUITY INCOME FUND, INC.
SHAREHOLDER SERVICE PLAN
August , 1997
This Shareholder Service Plan (the "Plan") is adopted by ▇▇▇▇▇ & Steers
Equity Income Fund, Inc. (the "Fund") with respect to the shares of common stock
of the Fund.
SECTION 1. ADMINISTRATOR
The Fund has entered into an Administration Agreement (the "Agreement")
with ▇▇▇▇▇ & Steers Capital Management, Inc. ("CSCM") whereby CSCM provides
certain administrative services for the Fund.
SECTION 2. SERVICE AGREEMENTS; PAYMENTS
(a) CSCM is authorized to enter into Shareholder Service Agreements
(the"Agreements"), the form of which shall be approved by the Board of Directors
of the Fund (the "Board"), with financial institutions and other persons who
provide services for and maintain shareholder accounts ("Service Providers") as
set forth in this Plan.
(b) Pursuant to the Agreements, as compensation for the services
described in Section 4 below, CSCM may pay the Service Provider, on behalf of
the Fund, a fee at an annual rate of up to 0.10% of the average daily net assets
of the Fund represented by the shareholder accounts for which the Service
Provider maintains a service relationship.
Provided, however, that the Fund shall not directly or indirectly pay
any amounts, whether Payments (as defined in the Agreements) or otherwise, that
exceed any applicable limits imposed by law or the National Association of
Securities Dealers, Inc.
(c) Each Agreement shall contain a representation by the Service
Provider that any compensation payable to the Service Provider in connection
with an investment in a Fund of the assets of its customers (i) will be
disclosed by the Service Provider to its customers, (ii) will be authorized by
its customers, and (iii) will not result in an excessive fee to the Service
Provider.
SECTION 3. SHAREHOLDER SERVICE FEE
Pursuant to this Plan, the Fund shall daily accrue and monthly pay CSCM
a Shareholder Service Fee not to exceed the lessor of (i) 0.10% per annum of the
average daily net assets of the Fund or (ii) the combined Payments made by CSCM
with respect to the Fund for the month.
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SECTION 4. SERVICE ACTIVITIES
Service activities include (a) establishing and maintaining accounts and
records relating to clients of Service Provider; (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.
SECTION 5. AMENDMENT AND TERMINATION
(a) Any material amendment to the Plan shall be effective only upon
approval of the Board, including a majority of the directors who are not
interested persons of the Fund as defined in the Investment Company Act of 1940
(the "Disinterested Directors"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on the amendment to the Plan.
(b) The Plan may be terminated without penalty at any time by a vote of
a majority of the Disinterested Directors.
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