Exhibit h(3)
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 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.
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(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 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
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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
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
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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.
(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.
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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, 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
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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 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
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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 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.
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
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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.
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.
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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.
00 Xxxxxxx Xxxxxx, Xxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention:___________, President
Facsimile No.: (000) 000-0000
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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: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and
Chief Executive Officer
NEW YORK LIFE BENEFIT SERVICES LLC
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Name: Xxxxxx X. Xxxxxx
Title: President
NYLIFE DISTRIBUTORS INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------
Name: Xxxxxx X. Xxxxx
Title: Vice 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 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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