Exhibit No. 8(b)
XXXXXXXX XXXXXXXX INSTITUTIONAL SERIES
FINANCIAL INTERMEDIARY SHARES
SHAREHOLDER SERVICES PLAN AND AGREEMENT
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This Shareholder Services Plan and Agreement ("Plan") is adopted by
Xxxxxxxx Xxxxxxxx Institutional Series ("Trust"), a business trust organized
under the laws of the State of Delaware pursuant to a Trust Instrument dated
April 29, 1998, as amended from time to time, with respect to the Trust's
Financial Intermediary shares, a class of shares issued by the Trust's current
Series, Xxxxxxxx Xxxxxxxx Institutional Money Fund, and such other series of the
Trust as may be established in the future with Financial Intermediary shares
(collectively, "Funds"), and is entered into by PaineWebber Incorporated
("PaineWebber") and the Trust, subject to the following terms and conditions:
Section 1. Service Arrangements.
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PaineWebber, in respect of each Fund, may enter into a shareholder service
agreement ("Service Agreement"), substantially in the form attached hereto as
Appendix A, with each financial intermediary that purchases Financial
Intermediary shares. Each Service Agreement will require the financial
intermediary to provide support services to its customers ("Customers") who are
the beneficial owners of Financial Intermediary shares. Such services may
include, without limitation: (i) assisting Customers in changing dividend
options, account designations and addresses; (ii) aggregating and processing
purchase and redemption requests from Customers and placing net purchase and
redemption orders with PaineWebber; (iii) transmitting and receiving funds in
connection with Customer orders to purchase and redeem Financial Intermediary
shares; (iv) processing dividend payments on behalf of Customers; (v) providing
information periodically to Customers showing their position in Financial
Intermediary shares; (vi) arranging for bank wires; (vii) responding to Customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of Financial Intermediary shares may be made and other matters;
(viii) providing sub-accounting with respect to Financial Intermediary shares
beneficially owned by Customers or the information to the Trust necessary for
sub-accounting; (ix) forwarding communications from the Trust (for example,
proxies, shareholder reports, annual and semiannual financial statements and
dividend, distribution and tax notices) to Customers; (x) providing the
necessary personnel and facilities to establish and maintain shareholder
accounts and records; and (xi) such other similar services as PaineWebber or a
Customer may reasonably request from time to time, to the extent the Financial
Intermediary is permitted to perform such services under Federal and state
statutes, rules and regulations.
Section 2. Compensation.
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Each Fund will pay PaineWebber an annual fee which PaineWebber will pay
over to each financial intermediary (the "Service Payment") for the services
provided by the financial intermediary. The Service Payment will be calculated
daily and paid monthly by the Trust at the
annual rate of 0.25% of the average daily net asset value of the Financial
Intermediary shares held by a financial intermediary that has entered into a
Service Agreement with PaineWebber on behalf of the financial intermediary's
Customers. All expenses incurred by a Fund in respect of Service Payments shall
be borne entirely by the holders of Financial Intermediary shares of that Fund.
Section 3. Approval by Board of Trustees.
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This Plan will not take effect until approved by a majority of both (i) the
full Board of Trustees of the Trust ("Board"), and (ii) those Trustees who are
not "interested persons" of the Trust (as defined in the Investment Company Act
of 1940, as amended ("1940 Act")) and who have no direct or indirect financial
interest in the operation of this Plan (the "Disinterested Trustees").
Section 4. Continuance of the Plan.
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The Plan will continue in effect from year to year so long as such
continuance is specifically approved annually by the Board in accordance with
the procedure specified in Section 3 above.
Section 5. Termination.
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The Plan may be terminated at any time, without penalty, by vote of a
majority of the Disinterested Trustees. The Plan will terminate automatically in
the event of its assignment, as defined in the 1940 Act.
Section 6. Amendment.
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The Plan may be amended from time to time by the Board, provided, however,
that all material amendments of the Plan must be approved in accordance with the
procedures specified in Section 3 above.
Section 7. Shareholder Voting.
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To the extent that matters pertaining to the Plan or to the Financial
Intermediary shares are submitted to shareholders for approval, only the holders
of Financial Intermediary shares shall be entitled to vote thereon.
Section 8. Reports to the Trustees and Records.
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(a) While the Plan is in effect, PaineWebber shall provide to the Board,
at such times as the Board shall request and in no event less frequently than
annually, and the Board shall review, a written report of the amounts expended
by PaineWebber under Service Agreements with financial intermediaries and the
purposes for which such expenditures were made.
(b) The Trust shall preserve copies of the Plan and any Service
Agreements, any other agreements relating to the Plan and any reports made
pursuant to Section 8(a) above for a period
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of not less than six years from the date of the Plan, each Service Agreement,
agreement or report, the first two years in an easily accessible place.
Section 9. Limitation of Liability of the Trustees and Shareholders of the
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Trust.
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The Trustees of the Trust and the shareholders of any Fund shall not be
liable for any obligation of the Trust or any Fund under this Plan, and
PaineWebber agrees that, in asserting any rights or claims under this Plan, it
shall look only to the assets and property of the Trust or the particular Fund
in settlement of such right or claims, and not to such Trustees or shareholders.
Section 10. Governing Law.
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This Plan shall be construed in accordance with the laws of the State of
New York and the 1940 Act, provided, however, that Section 9 above will be
construed in accordance with the laws of the State of Delaware. To the extent
the applicable laws of the State of New York or the State of Delaware conflict
with the applicable provisions of the 1940 Act, the latter shall control.
Section 11. Effective Date.
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The Plan will become effective as of _______________, 1998.
XXXXXXXX XXXXXXXX INSTITUTIONAL SERIES
By
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PAINEWEBBER INCORPORATED
By
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