Exhibit (9)(f)
SERVICES AGREEMENT
This Agreement is made as of October 1, 1997, by and between Columbia Trust
Company, an Oregon banking corporation (the "Recordkeeper"), and Galaxy Fund II,
a Massachusetts business trust (the "Company"), on behalf of the investment
portfolios listed on Schedule A (the "Funds")
RECITALS
A. The Recordkeeper desires to provide administrative services and functions
comprised of, but not limited to, certain recordkeeping, reporting and
processing services for certain defined contribution and other employee benefit
plans (individually, a "Plan" and collectively, the 'Plans"), which services
include processing and transfer arrangements for the investment and reinvestment
of Plan assets in the Funds specified by an investment adviser, sponsor or
administrative committee of a Plan (a "Plan Representative") generally upon the
direction of the Plan participants (the "Participants").
B. The Recordkeeper and the Company desire to facilitate the purchase and
redemption of shares of the Funds on behalf of the Plans and their Participants
through omnibus accounts in each Fund (individually an "Account" and
collectively, the "Accounts") to be maintained of record by the Recordkeeper as
nominee of each Plan, subject to the terms and conditions of this Agreement.
In consideration of the mutual promises set forth in this Agreement, the
parties agree as follows:
1. PERFORMANCE OF SERVICES. The Recordkeeper agrees to perform the
administrative functions and services specified in Schedule B attached hereto
(the "Services") with respect to the shares of the Funds owned by the Plans and
included in the Accounts as may be requested by the Plans.
2. THE ACCOUNTS.
(a) Each Account will be opened based upon the information contained
in the attached Schedule C. In connection with each Account, the
Recordkeeper 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, it is
satisfied that the person or persons who signed the Recordkeeper's
contracts with the Plan were themselves properly authorized by the Plan and
the entity which they represent. and that the information specified on
Schedule C is correct.
(b) The Company shall designate each Account in each Fund 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 the Recordkeeper's own assets. The Company agrees to cause
the Accounts to be kept open on each Fund's books regardless of lack of
activity or small position size except to the extent the Recordkeeper 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, the Company or its designee will
give prior notice to the Recordkeeper before closing an Account.
(c) The Recordkeeper agrees to provide the Company or its designee,
(i) by the 15th day of each month, 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) any other information as the Company
may reasonably request concerning such Participants as may be necessary or
advisable to enable the Company to comply with applicable laws, including
state "Blue Sky" laws relating to the sale of each Fund's shares.
3. PRICING INFORMATION. For each Fund, the Company shall use its best
efforts to furnish, or cause to be furnished by its designee, to the
Recordkeeper prior to 6:30 p.m., Eastern time, on each day that the Fund is open
for business (a "Business Day"): (a) the Fund's closing net asset value for that
day, and (b) for those Funds for which such information is calculated, the daily
accrual 'interest rate factor (mil rate). This information shall be
communicated via fax or through indirect or direct systems access acceptable to
the Recordkeeper and the Company or its designee.
4. PRICE ERRORS.
(a) In the event adjustments are required to correct any error in the
computation of the net asset value of a Fund's shares, the Company or its
designee shall notify the Recordkeeper as soon as practicable after
discovering the need for those adjustments that result in a reimbursement
to an Account in accordance with the 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 the Company's or such designee's 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 other-wise would have been entitled prior to an adjustment for an error,
the Recordkeeper, when requested by the Company or its designee, will use
its best efforts to collect the 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, the Company or its designee 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.
-2-
5. PURCHASE AND REDEMPTION ORDERS. On each Business Day, the
Recordkeeper shall aggregate and calculate the net purchase and redemption
orders for each Plan from Participants or the Plan Representatives for shares
of a Fund that it received prior to the close of trading on the New York
Stock Exchange (the "NYSE") (i.e., 4:00 p.m., Eastern time), unless the NYSE
closes at an earlier time in which case the earlier time shall apply. The
Recordkeeper shall communicate to the Company or its designee, by telephone
or facsimile (or by any other means as the parties hereto may agree to in
writing), the net aggregate purchase or redemption order (if any) for each
Account for that Business Day (such Business Day is sometimes referred to in
this Agreement as the "Trade Date"). The Recordkeeper will communicate the
orders to the Company or its designee prior to 10:30 a.m., Eastern time, on
the next Business Day following the Trade Date. All trades communicated to
the Company or its designee by the foregoing deadline shall be treated by the
Company as if they were received by the Company prior to the close of trading
on the Trade Date. The Recordkeeper shall not accept any conditional orders.
The Company may in its sole discretion, but at a minimum consistent with its
practices- or policies applied to other shareholders of the Fund, accept or
reject an "as of" order.
6. SETTLEMENT OF TRANSACTIONS.
(a) PURCHASES. The Company or its designee will provide to the
Recordkeeper written instructions ("Purchase Instructions") for wire
transfers to the custodian for the applicable Funds. Recordkeeper will
wire, or arrange for the wire of, the purchase price for each purchase
order in accordance with the Purchase Instructions so that the funds are
received by the applicable Fund's custodian by no later than close of
business on the next Business Day following the Trade Date. The
Recordkeeper will use its best efforts so that such funds, or a Federal
Funds wire system reference number, is provided to the Company or its
designee by 5:00 p.m., Eastern Time. The Recordkeeper agrees that if it
falls to provide funds to the Fund's custodian by the close of business on
the next Business Day following the Trade Date, then, at the option of the
Company, (i) the transaction may be canceled, or (ii) the transaction may
be processed at the next determined net asset value for the applicable Fund
after purchase order funds are received.
(b) REDEMPTIONS. The Company will use its best efforts to cause to
be transmitted, by wire transfer on or before 5:00 p.m., Eastern time, on
the Business Day immediately following the Trade Date, to the custodial
account directed by the Recordkeeper in writing, the proceeds of all
redemption orders placed by Recordkeeper. Should the Company or its
designee need to extend the settlement on a trade, it will contact the
Recordkeeper to discuss the extension. For purposes of determining the
length of settlement, the Company 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 Funds 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, the Company or its designee shall, on the day the wire
is sent, fax the entries to the Recordkeeper or, if possible, send via
direct or indirect systems access until otherwise directed by the
Recordkeeper in writing.
-3-
(c) AUTHORIZED PERSONS. The following persons are each duly
authorized to act on behalf of the Recordkeeper under this Agreement. The
Company and any designee is entitled to conclusively rely on verbal or
written instructions that the Company or such designee reasonably believes
were originated by any one of these persons. The Recordkeeper shall inform
the Company or such designee of additions to or subtractions from this list
of authorized persons pursuant to Section 24 hereof:
XXXXX XXXXX
XXXXX XXXXXX
XXXX XXXXXX
7. AGENCY. The Company hereby appoints the Recordkeeper 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 the Recordkeeper on behalf of each Plan.
8. MAINTENANCE OF RECORDS.
(a) Recordkeeping and other administrative services to the
Participants shall be the responsibility of the Recordkeeper and shall not
be the responsibility of the Company. Neither the Company nor any designee
shall maintain separate accounts or records for Participants. The
Recordkeeper 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 the request of the Company or its designee, the Recordkeeper
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 the Recordkeeper in the ordinary course of its business, and
(2) as may reasonably be requested to enable the Company, 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 Recordkeeper with the terms of this
Agreement, (D) make required regulatory reports, or (E) perform general
customer supervision. The Recordkeeper agrees that it will permit the
Company or such representatives of either to have reasonable access to its
personnel and records in order to facilitate the monitoring of the quality
of the Services.
(c) Upon the request of Recordkeeper, the Company shall provide, or
cause its designee to provide, copies of all the historical records
relating to transactions between the Funds and the Accounts, written
communications regarding the Funds to or from the Accounts and other
materials, in each case (1) as are maintained by the Company or its
designee in the ordinary course of its business and in compliance with
applicable law, and (2) as may reasonably be requested to enable the
Recordkeeper, or its representatives, including without limitation its
auditors or legal counsel, to (A) comply with any request of a governmental
body or self-regulatory organization of the Plans, (B) verify
-4-
compliance by the Company with the terms of this Agreement, (C) make
required regulatory reports, or (D) perform general customer super-vision.
(d) 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) The Company or its designee will provide the Recordkeeper (1)
confirmations of Account activity within 5 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) any other information as may be reasonably requested by
the Recordkeeper.
(b) As to each Fund, the Company or its designee shall provide the
Recordkeeper 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 the Recordkeeper. Where possible, the
Company or its designee shall provide the Recordkeeper with direct or
indirect systems access to the Company's or such designee's 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. The Recordkeeper will distribute, or arrange for the
distribution of, all proxy material furnished by the Funds to each Plan and will
vote the Plan's shares as directed by the Plan Representatives. The
Recordkeeper 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. The Recordkeeper 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 preparation of other related
statements and notices required by law.
12. PLAN AND PARTICIPANT COMMUNICATIONS. The Company shall, as
applicable, provide in bulk to the Recordkeeper or its authorized
representative, at a single address and at no expense to the Recordkeeper,
the following shareholder communications materials prepared for circulation
to shareholders of record of a Fund in quantities requested by the
Recordkeeper which are sufficient to allow mailing thereof by the
Recordkeeper 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. Except for the distribution of proxy materials, the costs
of which shall be responsibility of the Company, the Company shall not be
responsible for the cost of distributing any other materials to the Plan
Representatives or the Participants.
-5-
13. COMPLIANCE WITH LAWS.
(a) The Company shall comply with all laws, rules and regulations
applicable to it by virtue of entering into this Agreement including, but
not limited to: (1) any information contained in any prospectus,
registration statement, annual report, proxy statement, or item of
advertising or marketing material prepared by the Company relating to any
Fund, and (2) the registration or qualification of any shares of any Fund
under any federal or applicable state laws.
(b) The Recordkeeper 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 the
Recordkeeper provides to the Plans, (3) the responsibilities and duties of
the Recordkeeper to the Plans, (4) all sales literature prepared by the
Recordkeeper, its affiliates or agents relating to the Company, and (5) the
activities, if any, of the Recordkeeper and its affiliates relating to the
decisions of the Participants to have the Plans purchase a Fund's shares.
(c) If so requested by the Recordkeeper, the Company will use its
best efforts to review, or cause its designee to review, sales literature
and other marketing materials prepared by the Recordkeeper which relates to
the Company for factual accuracy as to such entities, provided that the
Company or such designee is provided at least five (5) Business Days to
review the materials. The Company or such designee will not review the
materials for compliance with applicable laws. The Recordkeoper shall
provide the Company or its designee with copies of all sales literature and
other marketing materials which refer to the Company within five (5)
Business Days after their first use, regardless of whether the Company or
its designee has previously reviewed the materials. If requested by the
Company or its designee, Recordkeeper shall cease to use any sales
literature or marketing materials which refer to the Company that the
Company or its designee determines to be inaccurate, misleading or
otherwise unacceptable.
(d) Each party hereto is entitled to rely on any written records or
instructions provided to it by the other party.
14. INDEMNIFICATION.
(a) The Recordkeeper shall indemnify, defend and hold harmless the
Company and each of its trustees, officers, employees and agents and each
person who controls it within the meaning of the Securities Act of 1933, as
amended, ("Company Indemnities") from and against any and all losses,
claims, damages, liabilities and expenses (including reasonable attorney's
fees) they incur ("Losses") insofar as the Losses arise out of or are based
upon (1) the provision of Services by the Recordkeeper, (2) the
Recordkeeper's negligence, willful misconduct or violation of applicable
law in the performance of its duties and obligations under this Agreement,
(3) any breach by the Recordkeeper of any- material provision of this
Agreement (including the failure to wire funds or provide the Federal Funds
reference number thereof by the deadline established
-6-
in Section 6(a) hereof, (4) adherence to instructions that the Company or
any designee reasonably believes were originated by persons specified in
Section 6 of this Agreement, and (5) any material breach by the
Recordkeeper of a representation, warranty or covenant made by it in this
Agreement. The Recordkeeper shall also reimburse the Company Indemnities
for any legal or other expenses reasonably incurred by them in connection
with investigating or defending against the Losses. This indemnity
agreement is in addition to any other liability which the Recordkeeper may
otherwise have.
(b) The Company shall indemnify, defend and hold harmless the
Recordkeeper and each of its affiliates, directors, officers, employees and
agents and each person who controls it within the meaning of the Securities
Act of 1933, as amended (the "Recordkeeper Indemnities") from and against
any and all Losses insofar as such Losses arise out of or are based upon
(1) the Company's negligence, willful misconduct or violation of applicable
law in the performance of its duties and obligations under this Agreement,
(2) any breach by the Company 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 the Recordkeeper, in
writing, for distribution to the Plans, and (4) any material breach by the
Company of a representation, warranty or covenant made in this Agreement.
The Company shall also reimburse the Recordkeeper 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 the Company 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, the
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 an action is brought against an Indemnified Party, and
the Indemnified Party notifies 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 the 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 the Indemnified Party under this Section for any legal
or other expenses subsequently incurred by the 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.
-7-
15. FEES.
No fee shall be payable by the Company to the Recordkeeper in
consideration for the Services to be provided by the Recordkeeper pursuant to
this Agreement until such time as such fees have been agreed to by the parties
hereto and approved by their respective Board of Directors or Trustees, if such
approval is deemed necessary by such party. Upon agreement to and approval of
such fees, the parties hereto agree to promptly amend this Agreement in
accordance with Section 19 herein to reflect the payment of such fees.
16. REPRESENTATIONS AND WARRANTIES.
(a) COMPANY. The Company hereby represents and warrants to
Recordkeeper that:
(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
it will not result in it violating any applicable law or breaching or
otherwise impairing any of its contractual obligations; and
(5) The Company is, and will be, registered as an investment
company under the Investment Company Act of 1940, and the shares of
each Fund are, and will be, registered under the Securities Act of
1933, except to the extent the Recordkeeper is so notified in writing.
(b) RECORDKEEPER. The Recordkeeper hereby represents and warrants to
the Company that:
(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 the legal, valid and binding
obligation of the Recordkeeper and is enforceable against it in
accordance with its terms;
-8-
(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 the Recordkeeper 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");
and
(6) The arrangements provided for in this Agreement will be
disclosed to the Plans.
17. TERMINATION.
(a) Either party may terminate this Agreement by providing 90 days
written notice to the other party.
(b) Notwithstanding the foregoing, this Agreement may be terminated
by either party (1) at any time by giving 30 days written notice to the
other party in the event of a material breach of this Agreement by the
other party that is not cured during such 30day period; and (2) at any time
by giving written notice to tile other party (A) upon institution of forma
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 the law precludes the use of a Fund's 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 P) 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.
18. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Oregon
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. Notwithstanding anything in this Agreement to the contrary,
the Company may unilaterally amend Schedule A hereto to add additional
investment portfolios ("New Funds") as Funds by sending to the Recordkeeper a
written notice of the New Funds and indicating therein the fees to be paid to
the Recordkeeper with respect to the Services provided in connection with the
New
-9-
Funds. 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 waiver shall constitute a present waiver of
the provision and shall not constitute a permanent future waiver of the
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 neither 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 and 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
limited purpose provided in Section 7, . t is understood and agreed that all
Services performed hereunder by the Recordkeeper shall be as an independent
contractor and not as an employee or agent of the Company and neither party,
shall hold itself out as an agent of the 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 between Recordkeeper or
the Company.
23. OPERATIONS OF FUNDS. In no way shall the provisions of this Agreement
limit the authority of the Company 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 Shares. In no way shall the provisions
of this Agreement limit the authority of the Recordkeeper to take such action as
it may deem appropriate or advisable in connection with all matters relating to
the provision of the Services or the shares of funds other than the Funds
offered to the Plans.
24. NOTICES. All notices hereunder shall be given 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 Recordkeeper:
Columbia Trust Company
0000 XX Xxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxx, XX 00000
Attention : Xxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
if to the Company:
-10-
Galaxy Fund 11
c/o First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Jylanne Xxxxx
Facsimile No. (000) 000-0000
25. EXPENSES. All expenses incident to the performance by each party of
its respective duties under this Agreement shall be paid by that party.
26. TIME OF ESSENCE. Time shall be of the essence in this Agreement.
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, 14, 16 and 17(c) shall
survive termination of this Agreement.
29. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that
the 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.
RECORDKEEPER
Columbia Trust Company
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
GALAXY FUND II
By: /s/ Jylanne Xxxxx
-----------------------
Name: Jylanne Xxxxx
Title: Vice President
-11-
Schedule A
FUNDS
NAME OF FUND
Large Company
Index Fund
-12-
Schedule B
The Services
The Recordkeeper shall, to the extent required by each Plan or applicable
law, perform the following services. Such services shall be the responsibility
of the Recordkeeper and shall not be the responsibility of the Company.
1. Maintain separate records for each Plan, which records shall reflect
Fund 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. Credit employer contributions to individual Participant accounts in
accordance with the employer's instructions and invest such contributions and
other Plan assets in Shares of the Funds to the extent so designated by the
employer, Plan trustee or Participant.
3. Disburse or credit to the Plans, and maintain records of, all
proceeds of redemptions of Shares and all other distributions not reinvested
in Shares.
4. Prepare and transmit to the Plans and Participants, periodic
account statements showing, among other things, the total dollar value of the
account as of the statement closing date, contributions, redemptions, and
transfers made during the period covered by the statement, and the dividends
and other distributions paid during the statement period (whether paid in
cash or reinvested in Shares).
5. Transmit to the Plans or the Participants, as required by
applicable law, prospectuses, proxy materials, shareholder reports, and other
information provided by the Company and required to be sent to shareholders
under the Federal securities laws.
6. Transmit to the Company or its designee purchase orders and
redemption requests placed by the Plans and arrange for the transmission of
funds to and from the Funds.
7. Transmit to the Company or its designee such periodic reports as
the Company or its designee shall reasonably conclude is necessary to enable
a Fund to comply with applicable Federal and state Blue Sky requirements.
8. Transmit to each Plan confirmations of purchase orders and
redemption requests placed by each Plan.
9. Maintain all account balance information for the Plans and daily
and monthly purchase summaries expressed in Shares and dollar amounts.
10. Prepare, transmit and file all Federal, state and local government
reports and returns as required by law with respect to each account
maintained on behalf of the Plans.
-13-
Respond to Participants' inquiries regarding, among other things, Share prices,
account balances, dividend options, dividend amounts, and dividend payment
dates.
-14-
Schedule C
ACCOUNT INFORMATION
1. Entity in whose name each Account will be opened:__________________________
Mailing address: __________________________
__________________________
__________________________
2. Employer ID number (For internal usage only):
3. Authorized contact persons: The following persons are authorized on behalf
of the Recordkeeper to effect transactions in each Account:
Name: ____________________________________ Name:______________________________
Phone: ____________________________________ Phone:_____________________________
4. Will the Accounts have telephone exchange? _______Yes _________No
(THIS OPTION LETS RECORDKEEPER REDEEM SHARES BY TELEPHONE AND APPLY THE PROCEEDS
FOR PURCHASE IN ANOTHER IDENTICALLY REGISTERED FUNDS ACCOUNT.")'
5. Will the Accounts have telephone redemption? _______Yes _________No
(This option lets Recordkeeper sell shares by telephone. The proceeds will
be wired to the bank account specified below.)
6. All dividends and capital gains will be reinvested automatically.
7. Instructions for all outgoing wire transfers:______________________________
______________________________
______________________________
______________________________
8. If this Account Information Form contains changed information, the
undersigned authorized officer has executed this amended Account
Information Form as of the date set forth below and acknowledges the
agreements and representations set forth in the Services Agreement:
________________________________ _________________________________
(Signature of authorized Officer) (Date)
-15-
9. Recordkeeper represents under penalty of perjury that:
(i) The employer ID number on this form is correct; and
(ii) Recordkeeper (and each Plan) is not subject to backup withholding
because (a) Recordkeeper (and a Plan) is exempt from backup withholding, (b)
Recordkeeper (and a Plan) has not been notified by the IRS that it is subject to
backup withholding as a result of failure to report all interest or dividends,
or (c) the IRS has notified the Recordkeeper (and a Plan) that it Is no longer
subject to backup withholding. (Cross out (ii) if Recordkeeper (or any Plan) has
been notified by the IRS that it is subject to backup withholding because of
underreporting interest or dividends on its tax return.)
Please Note.- Company employs reasonable procedures to confirm that instructions
communicated by telephone are genuine and not be liable for losses due to
unauthorized or fraudulent instructions. Please see the prospectus for the
applicable Fund for more information on the telephone exchange and redemption
privileges.
-16-
