EXHIBIT (h)(3)
FORM OF AMENDED AND RESTATED SERVICE AGREEMENT
Amended and Restated Services Agreement (the "Agreement") made as of
August 1, 2002, by and among The MainStay Funds (the "Funds"), a Massachusetts
business trust; New York Life Benefit Services LLC (the "Service Organization"),
a Delaware limited liability company; and NYLIFE Distributors Inc.
("Distributors"), a New York corporation and the distributor for the Funds.
RECITALS
WHEREAS, Service Organization desires to provide administrative
services and functions comprised of, but not limited to, certain recordkeeping,
reporting and processing services for certain defined contribution, other
employee benefit plans and other retirement investment programs (the "Plans"),
which services include processing and transfer arrangements for the investment
and reinvestment of Plan assets in Funds specified by an investment adviser,
sponsor or administrative committee of the Plan (a "Plan Representative")
generally upon the direction of Plan beneficiaries (the "Participants");
WHEREAS, Service Organization and Distributors desire to facilitate the
purchase and redemption of shares of the Funds on behalf of the Plans and their
Participants through one account in each Fund (an "Account") to be maintained of
record by Service Organization as nominee of the Plan, subject to the terms and
conditions of this Agreement;
WHEREAS, the Trust entered into a Service Agreement dated May 7, 1997
with New York Life Benefit Services Inc.;
WHEREAS, on January 28, 2000, New York Life Benefit Services Inc.
converted from a Massachusetts corporation to a Delaware limited liability
company organized as New York Life Benefit Services LLC; and
WHEREAS, this Service Agreement amends and restates, in its entirety,
the Service Agreement, dated May 7, 1997, in order to reflect the current
parties and certain ministerial changes designed to facilitate the
administration of the Agreement;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties agree as follows:
1. Performance of Services. Service Organization agrees to perform the
administrative functions and services specified in Schedule A attached hereto
with respect to the shares of the Funds owned by the Plans and included in the
Accounts (the "Services") as may be requested by the Plans.
2. The Accounts.
(a) Each Account will be opened upon completion of the
application forms then applicable to the desired Fund. In connection with each
Account, Service Organization represents and warrants that it is authorized to
act on behalf of each Plan effecting transactions in the Account in connection
with the Services pursuant to an agreement with the Plan Representative, and it
is satisfied that the person or persons who signed Service Organization's
contracts with the Plan were themselves properly authorized by the Plan and the
entity which they represent.
(b) The Funds shall designate each Account with an account
number. Account numbers will be the means of identification when the parties are
transacting in the Accounts. The assets in the Accounts are assets of the Plans
and are segregated from Service Organization's own assets. Distributors agrees
to cause the Accounts to be kept open on each Fund's books regardless of a lack
of activity or small position size except to the extent Service Organization
takes specific action to close an Account or to the extent the Fund's prospectus
reserves the right to close accounts which are inactive or of a small position
size. In the latter two cases, Distributors will give prior notice to Service
Organization before closing an Account.
(c) Service Organization agrees to provide Distributors, by the
1st day of each month, with (i) a report which indicates the number of
Participants that hold, through a Plan, interests in each Account as of the last
day of the prior month and (ii) such other information as Distributors may
reasonably request concerning such Participants as may be necessary or advisable
to enable Distributors to comply with applicable laws, including state "Blue
Sky" laws relating to the sales of Fund shares to the Accounts.
3. Pricing Information. For each Fund, Distributors shall use its best
efforts to furnish to the Service Organization its pricing information, by
facsimile or other electronic transmission acceptable to Service Organization,
including closing net asset value, net change in closing net asset value between
the prior business day and current business day and, in the case of those Funds
for which such information is calculated, the daily accrual for interest rate
factor (mil rate), determined at the close of regular trading each day that such
Fund is open (each such day, a "Business Day") by 6:00 p.m. Eastern time on such
business day.
4. Price Errors.
(a) In the event adjustments are required to correct any error
in the computation of the net asset value of Fund shares, Distributors shall
notify Service Organization as soon as practicable after discovering the need
for those adjustments which result in a reimbursement to an Account in
accordance with such Fund's then current policies on reimbursement. Notification
may be made via facsimile or via direct or indirect systems access. Any such
notification shall be promptly followed by a letter written on Distributors'
letterhead
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stating for each day for which an error occurred the incorrect price,
the correct price, and, to the extent communicated to the Fund's shareholders,
the reason for the price change.
(b) If an Account received amounts in excess of the amounts to
which it otherwise would have been entitled prior to an adjustment for an error,
Service Organization, when requested by Distributors, will use reasonable
efforts to collect such excess amounts from the applicable Plans.
(c) If an adjustment is to be made in accordance with subsection
4(a) above to correct an error which has caused an Account to receive an amount
less than that to which it is entitled, Distributors shall make all necessary
adjustments (within the parameters specified in subsection 4(a)) to the number
of shares owned in the Account and distribute to the Plan the amount of such
underpayment for credit to the Participants' subaccounts.
5. Purchase and Redemption Orders. On each Business Day, Service
Organization, through Distributors, shall aggregate and calculate the net
purchase and redemption orders for each Plan from Participants or Plan
Representatives for shares of a Fund that it received prior to 4:00 p.m.,
Eastern time (i.e., the close of trading), and communicate to Distributors, by
telephone or facsimile (or by such other means as the parties hereto may agree
to in writing), the net aggregate purchase or redemption order (if any) for each
Account for such Business Day (such Business Day is sometimes referred to herein
as the "Trade Date"). Service Organization, through Distributors, will
communicate such orders to the Funds prior to 9:00 a.m., Eastern time, on the
next Business Day following the Trade Date. All trades communicated to
Distributors by the foregoing deadline shall be treated by Distributors as if
they were received by Distributors prior to 4:00 p.m., Eastern time, on the
Trade Date.
6. Settlement of Transactions.
(a) Purchases. Service Organization, through Distributors, will
wire or arrange for the wire of, the purchase price of each purchase order to
the custodian for the Funds in accordance with written instructions provided by
Distributors to Service Organization so that either (1) such funds are received
by the custodian for the Fund prior to 11:30 a.m., Eastern time, on the next
business day following the Trade Date, or (2) Distributors is provided with a
Federal Funds wire system reference number prior to such 11:30 a.m. deadline
evidencing the entry of the wire transfer of the purchase price to the custodian
into the Federal Funds wire system prior to such time. For purposes of
determining the length of settlement, Service Organization agrees to treat the
Funds no less favorably than other funds being purchased by the Plans. Service
Organization agrees that if (i) the wire for payment of purchase price is not
received by the custodian for the Funds before such 11:30 a.m. deadline or (ii)
Distributors fails to receive the Federal Funds wire system reference number for
such transfer prior to such 11:30 a.m. deadline, it will indemnify and hold
harmless Distributors and/or the Fund for which such purchase order was placed
from any liabilities, costs and damages either may suffer as a result of such
failure.
(b) Redemptions. Distributors will use its best efforts to cause
to be transmitted to such custodial account as Service Organization shall direct
in writing, the proceeds
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of all redemption orders placed by the Service Organization by 9:00 a.m.,
Eastern time, on the Business Day immediately following the Trade Date, by wire
transfer on that Business Day. Should Distributors need to extend the settlement
on a trade, it will contact Service Organization to discuss the extension. For
purposes of determining the length of settlement, Distributors agrees to treat
the Accounts no less favorably than other shareholders of the Funds. Each wire
transfer of redemption proceeds shall indicate, on the Federal Fund wire system
the amount thereof attributable to each Fund; provided, however, that if the
number of entries would be too great to be transmitted through the Federal Funds
wire system, Distributors shall, on the day the wire is sent, fax such entries
to Service Organization or if possible, send via direct or indirect systems
access until otherwise directed by Service Organization in writing.
7. Agency. Distributors hereby appoints Service Organization as its
agent for the limited purpose of accepting purchase and redemption instructions
from the Plans and their Participants for the purchase and redemption of shares
of the Funds by Service Organization on behalf of each Plan.
8. Maintenance of Records.
(a) Recordkeeping and other administrative services to
Participants shall be the responsibility of the Service Organization and shall
not be the responsibility of the Funds or Distributors. Neither the Funds nor
Distributors shall maintain separate accounts or records for Participants.
Service Organization shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the Services and in
making shares of the Funds available to the Plans.
(b) Upon request of Distributors, Service Organization shall
provide copies of all the historical records relating to transactions between
the Funds and the Plans, written communications regarding the Funds to or from
the Plans and other materials, in each case (1) as are maintained by Service
Organization in the ordinary course of its business, and (2) as may reasonably
be requested to enable Distributors, or its representatives, including without
limitation its auditors or legal counsel, to (A) monitor and review the
Services, (B) comply with any request of a governmental body or self-regulatory
organization or the Plans, (C) verify compliance by the Service Organization
with the terms of this Agreement, (D) make required regulatory reports, or (E)
perform general customer supervision. Service Organization agrees that it will
permit Distributors or its representatives to have reasonable access to its
personnel and records in order to facilitate the monitoring of the quality of
the Services.
(c) The parties agree to cooperate in good faith in providing
records to one another pursuant to this Section 8.
9. Account Activity and Distribution Information.
(a) Distributors will provide Service Organization (1)
confirmations of Account activity prepared in accordance with Rule 10b-10 under
the Securities Exchange Act of 1934, as amended, within five Business Days after
each day on which a purchase or redemption of Shares is effected for an Account,
(2) statements detailing activity in each Account no less frequently than
monthly, and (3) such other information as may be reasonably requested by
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Service Organization, including such information as is reasonably necessary to
verify the receipt and accurate processing of all purchase and redemption orders
placed by Service Organization. Where reasonably possible, Distributors will
provide Service Organization with direct or indirect systems access to
Distributors' systems for obtaining such information.
(b) As to each Fund, Distributors shall provide Service
Organization with all distribution announcement information as soon as it is
announced by each Fund. The distribution information shall set forth ex-dates,
record date, payable date, distribution rate per share, record date share
balances, cash and reinvested payment amounts and all other information
reasonably requested by Service Organization. Where possible, Distributors shall
provide Service Organization and its affiliates with direct or indirect systems
access to Distributors' systems for obtaining such distribution information.
(c) All dividends and capital gains distributions will be
automatically reinvested on the payable date at net asset value in accordance
with each Fund's then current prospectus.
10. Proxies. Service Organization will distribute, or arrange for the
distribution of, all proxy material furnished by the Funds to each Plan and will
use its best efforts to cause to be voted the Plans' shares as directed by the
Plan Representatives. Service Organization and its agents will in no way
recommend action in connection with or oppose or interfere with the solicitation
of such proxies.
11. Fund Expenses. Service Organization shall not bear any of the
expenses for the cost of registration of the Funds' shares, preparation of the
Funds' prospectuses, proxy materials and reports, and the preparation of other
related statements and notices required by law.
12. Plan and Participant Communications. Distributors shall, as
applicable, provide in bulk to Service Organization or its authorized
representative, at a single address and at no expense to Service Organization,
the following shareholder communication materials prepared for circulation to
shareholders of record of a Fund in quantities requested by Service Organization
which are sufficient to allow mailing thereof by Service Organization or a Plan
Representative and, to the extent required by applicable law, to all
Participants: proxy or information statements, annual reports, semi-annual
reports, and all updated prospectuses, supplements and amendments thereof.
Neither the Funds nor Distributors shall be responsible for the cost of
distributing such materials to Plan Representatives or Participants unless such
materials are required by applicable law to be distributed to such persons.
13. Compliance with Laws.
(a) Distributors shall comply with all laws, rules and
regulations applicable to them by virtue of entering into this Agreement
including, but not limited to: (1) any information contained in any prospectus,
registration statements, annual report, proxy statement, or item of advertising
or marketing material prepared by Distributors of, or relating to, any Fund, and
(2) the registration or qualification of any shares of any Fund under any
federal or applicable state laws.
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(b) Service Organization shall comply with all laws, rules and
regulations applicable to it by virtue of entering into this Agreement
including, but not limited to: (1) the Services, (2) the services which the
Service Organization provides to the Plans, (3) the responsibilities and duties
of Service Organization to the Plans, (4) all sales literature prepared by
Service Organization, its affiliates or agents relating to Distributors or any
Funds, and (5) the activities, if any, of Service Organization, its affiliates
relating to the decisions of Participants to have the Plans purchase Fund
shares.
(c) Each party hereto is entitled to rely on any written records
or instructions provided to it by the other party.
14. Indemnification.
(a) Service Organization shall indemnify, defend and hold
harmless Distributors and each Fund and each of their affiliates, directors,
officers, employees and agents and each person who controls them within the
meaning of the Securities Act of 1933, as amended (the "Securities Act") (the
"Fund Indemnities"), from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable attorney's fees) they incur
("Losses") insofar as such Losses arise out of or are based upon (1) the
provision of Services by Service Organization, (2) Service Organization's
negligence, willful misconduct or violation of applicable law in the performance
of its duties and obligations under this Agreement, (3) any breach by Service
Organization of any material provisions of this Agreement (including the failure
to wire funds or provide the Federal Funds reference number thereof by the
deadline established in Section 6(a) hereof, and (4) any material breach by
Service Organization of a representation, warranty or covenant made by it in
this Agreement. Service Organization shall also reimburse the Fund Indemnities
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending against such Losses. This indemnity agreement is in
addition to any other liability which Service Organization may otherwise have.
(b) Distributors shall indemnify, defend and hold harmless
Service Organization, its affiliates and each of their respective directors,
officers, employees and agents and each person who controls it within the
meaning of the Securities Act (the "Service Organization Indemnities"), from and
against any and all Losses insofar as such Losses arise out of or are based upon
(1) Distributors' negligence, willful misconduct or violation of applicable law
in the performance of their duties and obligations under this Agreement, (2) any
breach by Distributors of any material provision of this Agreement, (3) any
untrue or alleged untrue statement of a material fact contained in the
prospectus or statement of additional information of any Fund or any promotional
material or other information furnished to Service Organization, in writing, for
distribution to the Plans, or any omission or alleged omission to state a
material fact necessary to make the facts stated therein not misleading, and (4)
any material breach by Distributors of a representation, warranty or covenant
made in this Agreement. Distributors shall also reimburse the Service
Organization Indemnities for any legal or other expenses reasonably incurred by
them in connection with investigating or defending against such Losses. This
indemnity agreement is in addition to any other liability which Distributors may
otherwise have.
(c) Promptly after receipt by a party entitled to
indemnification under this Section 14 (an "Indemnified Party") of notice of the
commencement of an investigation, action,
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claim or proceeding, such indemnified party will, if a claim in respect thereof
is to be made against the indemnifying party under this Section 14, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any Indemnified Party otherwise than under this Section. In case any such
action is brought against any Indemnified Party, and it notified the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, assume the
defense thereof, with counsel satisfactory to such Indemnified Party. After
notice from the indemnifying party of its intention to assume the defense of an
action, the Indemnified Party shall bear the expenses of any additional counsel
obtained by it, and the indemnifying party shall not be liable to such
Indemnified Party under this Section for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation. The Indemnified Party may
not settle any action without the written consent of the indemnifying party. The
indemnifying party may not settle any action without the written consent of the
Indemnified Party unless such settlement completely and finally releases the
Indemnified Party from any and all liability. In either event, consent shall not
be unreasonably withheld.
15. Fees. In consideration for the Services to be provided, Service
Organization will be entitled to receive from the Funds such fees and
reimbursement for out of pocket expenses as the Funds and the Service
Organization shall agree to from time to time and as set forth in Schedule B to
this Agreement. The parties agree that the fees are solely for shareholder
servicing and other administrative services provided by the Service Organization
and its affiliates and do not constitute payment in any manner for investment
advisory, distribution, trustee, or custodial services.
16. Representations and Warranties.
(a) Distributors. Distributors hereby represents and warrants to
Service Organization:
(1) It has full power and authority under applicable
law, and has taken all action necessary, to enter into
and perform this Agreement and the person executing this
Agreement on its behalf is duly authorized and empowered
to execute and deliver this Agreement;
(2) This Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance
with its terms;
(3) No consent or authorization of, filing with, or
other act by or in respect of any governmental
authority, is required in connection with the execution,
delivery, performance, validity or enforceability of
this Agreement;
(4) The execution, performance and delivery of this
Agreement by Distributors, as the case may be, will not
result in it violating any
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applicable law or breaching or otherwise impairing any
of its contractual obligations; and
(5) The Funds are each registered as investment
companies under the Investment Company Act of 1940, as
amended, and Fund shares sold by the Funds are, and will
be, registered under the Securities Act of 1933, as
amended.
(b) Service Organization. Service Organization hereby represents
and warrants to Distributors:
(1) It has full power and authority under applicable
law, and has taken all action necessary, to enter into
and perform this Agreement and the person executing this
Agreement on its behalf is duly authorized and empowered
to execute and deliver this Agreement;
(2) This Agreement constitutes its legal, valid and
binding obligation and is enforceable against it in
accordance with its terms;
(3) No consent or authorization of, filing with, or
other act by or in respect of any governmental
authority, is required in connection with the execution,
delivery, performance, validity or enforceability of
this Agreement;
(4) The execution, performance and delivery of this
Agreement will not result in it violating any applicable
law or breaching or otherwise impairing any of its
contractual obligations;
(5) It is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934, as
amended (the "1934 Act") or is not required to be
registered as such;
(6) It will not be a "fiduciary" with respect to the
provision of the Services for any Plan as such term is
defined in Section 3(21) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and
Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code");
(7) The receipt of the fees described in Section 15
hereof by it and the provision of the Services to the
Plans under this Agreement by the Service Organization
will not constitute a non-exempt "prohibited
transaction" as such term is defined in Section 406 of
ERISA and Section 4975 of the Code; and
(8) It is registered as a broker-dealer under the 1934
Act and any applicable state securities laws, including
as a result of entering into and performing the Services
set forth in this Agreement, or is not required to be
registered as such.
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17. Termination.
(a) Any party may terminate this Agreement by providing 90 days'
written notice to the other parties.
(b) Notwithstanding the foregoing, this Agreement may be
terminated by any party (1) at any time by giving 30 days' written notice to the
other parties in the event of a material breach of this Agreement by the other
party or parties that is not cured during such 30-day period; and (2) at any
time by giving written notice to the other parties (A) upon institution of
formal proceedings relating to the legality of the terms and conditions of this
Agreement by the National Association of Securities Dealers, Inc., the
Securities and Exchange Commission or any other regulatory body provided that
the terminating party has a reasonable belief that the institution of formal
proceedings is not without foundation and will have a material adverse impact on
the terminating party, (B) upon assignment of the Agreement in contravention of
the terms hereof, (C) in the event shares of a Fund are not registered, issued
or sold in conformance with Federal law or such law precludes the use of Fund
shares as an underlying investment medium of the Plans; prompt notice shall be
given by either party to the other in the event the conditions of this provision
occur; and (D) as is required by law, order, or instruction by a court of
competent jurisdiction or a regulatory body or self-regulatory organization with
jurisdiction over the terminating party.
(c) The obligation to continue to pay the fees specified in
Section 15 shall survive the termination of this Agreement, provided that
Service Organization continues to provide Services to the Plans with respect to
those assets invested in the Funds and provided that this Agreement has not been
terminated because of an event described in Section 17(b).
18. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York applicable to agreements
fully executed and to be performed therein, exclusive of conflicts of laws.
19. Amendment and Waiver. No modification of any provision of this
Agreement will be binding unless in writing and executed by the party to be
bound thereby. No waiver of any provision of this Agreement will be binding
unless in writing and executed by the party granting such waiver. Any valid
waiver of a provision set forth herein shall not constitute a waiver of any
other provision of this Agreement. In addition, any such waiver shall constitute
a present waiver of such provision and shall not constitute a permanent future
waiver of such provision.
20. Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the parties and their respective successors and assigns;
provided, however, that neither this Agreement nor any rights, privileges,
duties or obligations of the parties may be assigned by either party without the
written consent of the other party or as expressly contemplated by this
Agreement.
21. Entire Agreement. This Agreement contains the full and complete
understanding between the parties with respect to the transactions covered and
contemplated hereunder, and supersedes all prior agreements or understandings
between the parties relating to the subject matter hereof, whether oral or
written, express or implied.
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22. Relationship of Parties; No Joint Venture, Etc. Except for the
limited purpose provided in Section 7, it is understood and agreed that all
Services performed hereunder by the Service Organization and its affiliates
shall be as independent contractors and not as employees or agents of
Distributors or the Funds, and none of the parties shall hold itself out as an
agent of any other party with the authority to bind such party. Neither the
execution nor performance of this Agreement shall be deemed to create a
partnership or joint venture by and among any of the parties hereto.
23. Operations of Funds. In no way shall the provisions of this
Agreement limit the authority of any Fund or Distributors to take such action as
it may deem appropriate or advisable in connection with all matters relating to
the operation of the Funds and the sale of their Shares. In no way shall the
provisions of this Agreement limit the authority of a Service Organization to
take such action as it may deem appropriate or advisable in connection with all
matters relating to the provision of Services or the shares of funds other than
Funds offered to the Plans.
24. Representations with Respect to the Funds. The Service Organization
and its agents shall not make representations concerning a Fund or its shares
except those contained in the then current prospectus of such Fund or in current
sales materials furnished or approved in advance by Distributors. In particular,
the Service Organization, and its agents will not make representations
concerning a Fund's historical or current performance in a format that has not
been approved in advance by Distributors.
25. Notices. All notices hereunder shall be in writing (and shall be
deemed to have been duly given upon receipt) by delivery in person, by
facsimile, by registered or certified mail or by overnight delivery (postage
prepaid, return receipt requested) to the respective parties as follows:
If to the Funds:
The MainStay Funds
NYLIM Center
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
If to New York Life Benefit Services LLC:
New York Life Benefit Services LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Facsimile No.: (000) 000-0000
If to Distributors:
NYLIFE Distributors Inc.
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00 Xxxxxxx Xxxxxx, Xxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: , President
---------------
Facsimile No.: (000) 000-0000
26. Expenses. All expenses incident to the performance by each party of
its respective duties under this Agreement shall be paid by that party.
27. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
28. Survival. The provisions of Sections 8, 13 and 14 shall survive
termination of this Agreement.
29. Non-Exclusivity. Each of the parties acknowledges and agrees that
this Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
THE MAINSTAY FUNDS
By:___________________________
Name:
Title:
NEW YORK LIFE BENEFIT SERVICES LLC
By:___________________________
Name:
Title:
NYLIFE DISTRIBUTORS INC.
By:___________________________
Name:
Title:
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SCHEDULE A
THE SERVICES
Service Organization shall, to the extent required by each Plan or
applicable law, perform the following services. Such services shall be the
responsibility of Service Organization and shall not be the responsibility of
the Funds or Distributors.
1. Service Organization shall maintain separate records for each
Plan, which records shall reflect the Funds' shares of
beneficial interest ("Shares") purchased and redeemed, including
the date and price for all transactions, Share balances, and the
name and address of each Participant, including zip codes and
tax identification numbers.
2. Service Organization shall disburse or credit to the Plans, and
maintain records of, all proceeds of redemptions of Shares and
all other distributions not reinvested in Shares.
3. Service Organization shall prepare, and transmit to the Plans
and Participants, periodic account statements showing, among
other things, the total number of Shares owned by the Plan as of
the statement closing date, purchases and redemptions of Shares
by the Plan during the period covered by the statement, the net
asset value of the Funds as of a recent date, and the dividends
and other distributions paid to the Plan during the statement
period (whether paid in cash or reinvested in Shares), and
individualized data for Participants.
4. Service Organization shall transmit to the Plans prospectuses,
proxy materials, shareholder reports, and other information
provided by Distributors or a Fund and required to be sent to
shareholders under the Federal securities laws.
5. Acting through Distributors, Service Organization shall transmit
to the Funds purchase orders and redemption requests placed by
the Plans and arrange for the transmission of funds to and from
the Funds.
6. Service Organization shall transmit to Distributors such
periodic reports as Distributors shall reasonably conclude is
necessary to enable a Fund to comply with applicable Federal and
state Blue Sky requirements.
7. Service Organization shall transmit to each Plan confirmations
of purchase orders and redemption requests placed by each Plan.
8. Service Organization shall maintain all account balance
information for the Plans and daily and monthly purchase
summaries expressed in Shares and dollar amounts.
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9. Service Organization shall prepare file or transmit all Federal
state and local government reports and returns as required by
law with respect to each account maintained on behalf of the
Plans.
10. Service Organization shall respond to Participants' inquiries
regarding, among other things, Share prices, account balances,
and other applicable Share information.
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SCHEDULE B
FEES
Each Fund shall pay a monthly fee to Service Organization equal to
$12.00 per account maintained by Service Organization for a Plan Participant,
payable in arrears. In addition, each Fund shall reimburse Service Organization
for all reasonable out of pocket expenses incurred in connection with the
provision of Services as contemplated by this Agreement.
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