EXHIBIT 99.9(g)
SERVICE AGREEMENT
This Agreement is made as of , 1997, by and
among The MainStay Funds (the "Funds"), a Massachusetts business trust; New York
Life Benefit Services, Inc. (the "Service Organization"), a Massachusetts
corporation; 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 advisor, 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.
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
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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.
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(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
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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.
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(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
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.
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5. Purchase and Redemption Orders. On each Business Day, Service
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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.
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(a) Purchases. Service Organization, through Distributors,
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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
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cause to be transmitted to such custodial account as Service
Organization shall direct in writing, the proceeds 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
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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
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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.
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(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.
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(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 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 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
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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
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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
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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
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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.
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(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
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relating to, any Fund, and (2) the registration or qualification of
any shares of any Fund under any federal or applicable state laws.
(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.
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(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,
("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 of 1933, as amended, (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
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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, 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
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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.
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(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
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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 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 and
Fund shares sold by the Funds are, and will be, registered
under the Securities Act of 1933.
(b) Service Organization. Service Organization hereby
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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;
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(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.
17. Termination.
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(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
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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
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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
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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
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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
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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.
22. Relationship of Parties; No Joint Venture, Etc. Except for the
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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
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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
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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
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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
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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
000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxx, President
Facsimile No.: (000) 000-0000
If to New York Life Benefit Services, Inc.:
New York Life Benefit Services, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, President
Facsimile No.: (000) 000-0000
If to Distributors:
NYLIFE Distributors Inc.
00 Xxxxxxx Xxxxxx, Xxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx X. Xxxxx, President
Facsimile No.: (000) 000-0000
26. Expenses. All expenses incident to the performance by each party
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of its respective duties under this Agreement shall be paid by that party.
27. Counterparts. This Agreement may be executed in one or more
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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
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termination of this Agreement.
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29. Non-Exclusivity. Each of the parties acknowledges and agrees
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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: Xxxxxx X. Xxx
Title: President
NEW YORK LIFE BENEFIT SERVICES, INC.
By: ___________________________
Name: Xxxx X. Xxxxxx
Title: President
NYLIFE DISTRIBUTORS INC.
By: ___________________________
Name: Xxxxxxxxx X. Xxxxx
Title: President
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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 Institutional Service Class
shares ("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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