▇▇▇▇▇ & STEERS QUALITY INCOME REALTY FUND, INC.
Agreement for Dividend Reinvestment Plan
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Agreement, dated as of February __, 2002, between ▇▇▇▇▇ & Steers
Quality Income Realty 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, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇. Notices
to the Fund shall be sent to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
15. These terms and conditions shall be governed by the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date first set forth above.
▇▇▇▇▇ & Steers Quality Income Realty Fund, Inc.
By:
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Name:
Title:
EquiServe Trust Company, NA
By:
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Name:
Title:
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