__________________________________
Administration and Service Agreement
Gentlemen:
This Administration and Service Agreement ("Agreement") has been adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by
each fund in the _____________________ listed on Exhibit A hereto (each
individually a "Fund" and collectively the "Funds"), as part of a plan pursuant
to said rule (each individually a "Plan" and collectively the "Plans"). Each
Plan has been approved by a majority of the Directors or Trustees, as relevant,
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "non-interested
Directors"), cast in person at a meeting called for the purpose of voting on
such Plan. Such approval included a determination that in the exercise of the
reasonable business judgment of each Board of Directors or Trustees and in light
of the Directors' or Trustees' fiduciary duties, there is a reasonable
likelihood that the Plan will benefit each Fund and its shareholders. Each Plan
and the compensation to be paid under such Plan has also been approved by a vote
of at least a majority of the outstanding voting securities of such Fund, as
defined in the Act.
The Plan(s) and this Agreement shall continue in effect for a period of
more than one year from the date of execution or adoption only so long as such
continuance is approved at least annually by the non-interested Directors or
Trustees in the manner described in the preceding paragraph. In voting to
continue a Plan, Directors and Trustees have a duty to request and evaluate, and
any contra party hereto has a duty to furnish, such information as may
reasonably be necessary to an informed determination of whether the Plan should
be continued. Similarly, in voting to continue a Plan, Directors or Trustees
must conclude, in the exercise of their reasonable business judgment and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.
TERMS
1. To the extent you provide administrative and other services, including,
but not limited to, furnishing personal and other services and assistance to
your customers who own Fund shares, answering routine inquiries regarding a
Fund, assisting in changing account designations and addresses, maintaining such
accounts or such other services as a Fund may require, to the extent permitted
by applicable statutes, rules, or regulations, we shall pay you a fee based on
the value of the shares of each Fund which are attributable to customers of your
firm (all such shares being hereinafter referred to as "qualified assets")
calculated on the basis and at the rate set forth in the Schedule attached
hereto and made a part of this Agreement (the "Schedule").
2. Without prior approval by a majority of the outstanding shares of a
Fund, the aggregate annual fees paid to you pursuant to the Schedule attached
hereto shall not exceed the amount stated as the "annual maximum" on the
Schedule, which amount shall be a specified percent of the value of the Fund's
net assets held in your customers' accounts which are eligible for payment
pursuant to this Agreement (determined in the same manner as each Fund uses to
compute its net assets as set forth in its effective Prospectus).
3. You shall furnish us and each Fund with such information as shall
reasonably be requested by the Board of Directors or Trustees with respect to
the fees paid to you pursuant to the Schedule.
4. We shall furnish to the Board of Directors or Trustees, for their
review, on a quarterly basis, a written report of the amounts expended under the
Plan by us with respect to the relevant Fund and the purposes for which such
expenditures were made.
5. As to a Fund, this Agreement may be terminated by us or by you, by the
vote of a majority of the Directors or Trustees with responsibility for such
Fund who are non-interested Directors, or by a vote of a majority of the
outstanding voting securities of such Fund, on sixty (60) days' written notice
all without payment of any penalty. This Agreement shall also be terminated
automatically by any act that terminates a Fund's Underwriting Agreement with
its Underwriter or a Fund's Management Agreement with its manager.
6. Any obligation assumed by a Fund pursuant to this Agreement shall be
limited in all cases to the assets of such Fund and no person shall seek
satisfaction thereof from shareholders of a Fund.
7. The provisions of the Plan between each Fund and us, insofar as they
relate to you, are incorporated herein by reference.
8. This Agreement shall take effect on the date set forth on the attached
Schedule.
9. The terms and provisions of the current Prospectus and Statement of
Additional Information for each relevant Fund are hereby accepted and agreed to
by the parties hereto as evidenced by our execution hereof.
GENERAL
10. Governing Law. This Agreement will be governed by and construed in
accordance with the law of the State of ____________, without reference to that
state's choice of law doctrine.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one Agreement.
12. Severability. In the event that any provision of this Agreement, or the
application of any such provision to any person or set of circumstances, shall
be determined to be invalid, unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to persons or
circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent permitted by
law.
13. Entire Agreement. This Agreement sets forth the entire understanding of
the parties hereto and supersedes all prior agreements and understandings
between the parties hereto relating to the subject matter hereof.
14. Headings. The underlined headings contained herein are for convenience
of reference only, shall not be deemed to be a part of this Agreement and shall
not be referred to in connection with the interpretation hereof.
________________________________________________
By: ______________________________
Agreed and Accepted:
______________________________
(Name)
By: __________________________
(Authorized Officer)
________________________________________
SCHEDULE TO ADMINISTRATION AND SERVICE AGREEMENT
________________________________________
AND
Pursuant to the provisions of the Administration and Service Agreement
between the above parties, each Fund listed below shall pay a fee to the
above-named party based on the net asset value of each Fund's shares during the
period indicated which are attributable to the above-named party calculated as
follows:
Frequency of
Name of Fund Amount Reimbursement
------------ ------ -------------
______________________________ _____________________________________
(Name)
By:___________________________ By:__________________________________
(Authorized Officer)
Dated:________________________
