EXHIBIT 1. (8) (G)
Form of Participation Agreement in the
American Century Variable Portfolios, Inc.
SERVICES AGREEMENT
THIS SERVICES AGREEMENT is made and entered into as of ___________, 20__
by and between (the "Company"), and AMERICAN CENTURY INVESTMENT SERVICES, INC.
(the "Distributor").
WHEREAS, the Company has been retained by various sponsors of qualified
employee benefit plans (the "Plans"), to provide recordkeeping and related
administrative services on behalf of such Plans and the participants under such
Plans (the "Participants"), including daily valuation and processing of orders
for investment and reinvestment of assets in the various investment options
available under the Plans; and
WHEREAS, the Company wishes to make available as investment options under
the Plans, one or more of the funds made available by Distributor from time to
time (the "Funds"), each of which is a series of mutual fund shares registered
under the Investment Company Act of 1940, as amended, and issued by a registered
investment company (collectively, the "Issuers"); and
WHEREAS, on the terms and conditions hereinafter set forth, Distributor
desires to make shares of the Funds available as investment options under the
Plans and to retain the Company to perform certain administrative services on
behalf of the Distributor, and the Company is willing and able to furnish such
services;
NOW, THEREFORE, the Company and Distributor agree as follows:
1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of this
Agreement, Distributor will cause the Issuers to make shares of the Funds
available to be purchased, exchanged, or redeemed, by or on behalf of the Plans
through a single account per Fund (the "Accounts") at the net asset value
applicable to each order. The Funds' shares shall be purchased and redeemed on a
net basis in such quantity and at such time as determined by the Company to
correspond with investment instructions received by the Company from the
Participants. Dividends and capital gains distributions will be automatically
reinvested in full and fractional shares of the Funds.
2. ADMINISTRATIVE SERVICES. The Company agrees to provide all
administrative services for the Plan and Plan Participants, including but not
limited to those services specified in EXHIBIT A (the "Administrative
Services"). The Company agrees that it will maintain and preserve all records as
required by law or its agreement with Plan sponsors to be maintained and
preserved in connection with providing the Administrative Services, and will
otherwise comply with all laws, rules and regulations applicable to the
provision of the Administrative Services. Upon request, the Company will provide
Distributor or its representatives reasonable information regarding the quality
of the Administrative Services being provided and its compliance with the terms
of this Agreement.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
1
3. TIMING OF TRANSACTIONS. Distributor hereby appoints the Company as
agent for the Funds for the limited purpose of accepting purchase and redemption
orders for Fund shares from the Plans and/or Participants, as applicable. On
each day the New York Stock Exchange (the "Exchange") is open for business
(each, a "Business Day"), the Company may receive instructions from the Plans
and/or Participants for the purchase or redemption of shares of the Funds
("Orders"). Orders received and accepted by the Company prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer
agent by 8:00 a.m. Eastern time on the next Business Day will be executed at the
net asset value determined as of the Close of Trading on the previous Business
Day. Any Orders received by the Company on any Business Day but after the Close
of Trading, and all Orders that are transmitted to the Funds' transfer agent
after 8:00 a.m. Eastern time on the next Business Day, will be executed at the
net asset value determined as of the Close of Trading on the next Business Day
following the receipt of such Order. The day as of which an Order is executed by
the Funds' transfer agent pursuant to the provisions set forth above is referred
to herein as the "Trade Date". All orders are subject to acceptance or rejection
by Distributor or the Funds in the sole discretion of any of them.
4. PROCESSING OF TRANSACTIONS.
(a) If transactions in Fund shares are to be settled through the National
Securities Clearing Corporation's Mutual Fund Settlement, Entry, and
Registration Verification (Fund/SERV) system, the terms of the Fund/SERV and
Networking Agreement, between the Company and American Century Services
Corporation, an affiliate of Distributor, shall apply.
(b) If transactions in Fund shares are to be settled directly with the
Funds' transfer agent, the following provisions shall apply:
(1) By 6:30 p.m. Eastern time on each Business Day, Distributor
(or one of its affiliates) will provide to the Company via facsimile or other
electronic transmission acceptable to the Company the Funds' net asset value,
dividend and capital gain information and, in the case of income funds, the
daily accrual for interest rate factor (mil rate), determined at the Close of
Trading.
(2) By 8:00 a.m. Eastern time on the Business Day next following
the Trade Date, the Company will provide to the Funds' transfer agent via
facsimile or other electronic transmission acceptable to Distributor a report
stating whether the instructions received by the Company from Participants by
the Close of Trading on the previous Business Day resulted in the Plans being a
net purchaser or net seller of shares of the Funds. As used in this Agreement,
the phrase "other electronic transmission acceptable to Distributor" includes
the use of remote computer terminals located at the premises of the Company, its
agents or affiliates, which terminals may be linked electronically to the
computer system of Distributor, its agents or affiliates (hereinafter, "Remote
Computer Terminals").
(3) Upon the timely receipt from the Company of the report
described in (2) above, the Funds' transfer agent will execute the purchase or
redemption transactions (as the case may be) at the net asset value computed as
at the Close of Trading on the Trade Date. Payment for net purchase transactions
shall be made by wire transfer to the applicable Fund custodial account
designated by Distributor on the Business Day next following the Trade Date.
Such wire transfers shall be initiated by the Company's bank prior to 4:00 p.m.
Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on the
Business Day next following the Trade Date ("T+1"). If payment for a purchase
Order is not timely received, such Order will be, at Distributor's option,
either (i) executed at the net asset value determined on the Trade Date, and the
Company shall be responsible for all costs to the Distributor or the Funds
resulting from such delay, or (ii) executed at the net asset value next computed
following receipt of payment. Payments for net redemption transactions shall be
made by wire transfer by the Issuers to the account(s) designated by the Company
on T+1; provided, however, the Issuers reserve the right to settle redemption
transactions within the time period set forth in the applicable Fund's
then-current prospectus. On any Business Day when the Federal Reserve Wire
Transfer System is closed, all communication and processing rules will be
suspended for the settlement of Orders. Orders will be settled on the next
Business Day on which the Federal Reserve Wire Transfer System is open and the
original Trade Date will apply.
5. PROSPECTUS AND PROXY MATERIALS.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
2
(a) Distributor shall provide the Company with copies of each Issuer's
proxy materials, periodic fund reports to shareholders and other materials that
are required by law to be sent to the Issuers' shareholders. In addition,
Distributor shall provide the Company with a sufficient quantity of prospectuses
of the Funds to be used in conjunction with the transactions contemplated by
this Agreement, together with such additional copies of the Issuers'
prospectuses as may be reasonably requested by Company. If a Plan provides for
pass-through voting by its Participants, or if the Company determines that
pass-through voting is required by law, Distributor will provide the Company
with a sufficient quantity of proxy materials for each Participant under such
Plan or Plans.
(b) The cost of preparing, printing and shipping of the prospectuses,
periodic fund reports and other materials of the Issuers to the Company shall be
paid by Distributor or its agents or affiliates; provided, however, that if at
any time Distributor or its agent reasonably deems the usage by the Company or a
Plan of such items to be excessive, it may, prior to the delivery of any
quantity of materials in excess of what is deemed reasonable, request that the
Company or the Plan, as the case may be, demonstrate the reasonableness of such
usage. If Distributor believes the reasonableness of such usage has not been
adequately demonstrated, it may request that the party responsible for such
excess usage pay the cost of printing (including press time) and delivery of any
excess copies of such materials. Unless the Company or the Plan, as the case may
be, agrees to make such payments, Distributor may refuse to supply such
additional materials and Distributor shall be deemed in compliance with this
SECTION 5 if it delivers to the Company at least the number of prospectuses and
other materials as may be required by the Issuers under applicable law.
(c) The cost of any distribution of prospectuses, proxy materials,
periodic fund reports and other materials of the Issuers to the Plans or their
Participants shall be paid by either the Company, the Plans, or the Plan
sponsors, as determined by Company's agreement with the Plans, and shall not be
the responsibility of Distributor.
6. COMPENSATION AND EXPENSES.
(a) The Company, trustee or other designee of the Plans shall be the sole
shareholder of Fund shares purchased for the Plans pursuant to this Agreement
(the "Record Owner"). The Record Owner shall properly complete any applications
or other forms required by Distributor or the Issuers from time to time.
(b) Distributor acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each
Participant as a shareholder. In consideration of performance of the
Administrative Services by the Company, Distributor will pay the Company a fee
(the "Administrative Services Fee") of ___ basis points (____%) of the average
aggregate amount invested by the Company in Investor and Advisor Class shares of
the Funds under this Agreement. Distributor will calculate the amount of the
payment to be made pursuant to this SECTION 6(B) at the end of each calendar
quarter and will make such payment to the Company within 30 days thereafter. The
parties acknowledge that the payments received by the Company under this SECTION
6(B) are for administrative and shareholder services only and do not constitute
payment in any manner for investment advisory services or for costs of
distribution.
(c) In consideration of performance of the Distribution Services
specified on EXHIBIT B by the Company, Distributor will pay the Company a fee
(the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate
amount invested by the Company in Advisor Class shares of the Funds under this
Agreement. Distributor will calculate the amount of the payment to be made
pursuant to this SECTION 6(C) at the end of each calendar quarter and will make
such payment to the Company within 30 days thereafter.
(d) For the purposes of computing the payment to the Company
contemplated by this SECTION 6, the average aggregate amount invested by the
Company on behalf of the Accounts in the Funds over a one month period shall be
computed by totaling the Company's aggregate investment (share net asset value
multiplied by total number of shares of the Funds held by the Company) on each
Business Day during the month and dividing by the total number of Business Days
during such month.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
3
(e) The check for such payment will be accompanied by a statement
showing the calculation of the amounts being paid for the relevant months and
such other supporting data as may be reasonably requested by the Company and
shall be mailed to:
Attention:
-------------------------------
Phone No.:
-------------------------------
Fax No.:
---------------------------------
7. REPRESENTATIONS.
(a) The Company represents and warrants that (i) it is, or will be,
authorized under agreements with the Plans to implement the investment of Plan
assets in shares of the Funds as directed by the Participants, (ii) it is
authorized to provide the Administrative Services for the Plans consistent with
the terms of this Agreement; (iii) this Agreement has been duly authorized by
all necessary corporate action and, when executed and delivered, shall
constitute the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms; and (iv) the activities of the Company
contemplated by this Agreement comply with all provisions of federal and state
securities laws applicable to such activities.
(b) Distributor represents that (i) this Agreement has been duly
authorized by all necessary corporate action and, when executed and delivered,
shall constitute the legal, valid and binding obligation of each of them,
enforceable in accordance with its terms; (ii) shares of the Issuers are
registered and authorized for sale in accordance with all federal and state
securities laws, and (iii) the prospectus of each Fund complies in all material
respects with federal and state securities laws.
8. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) Each party shall comply with all provisions of federal and state
laws applicable to its respective activities under this Agreement. All
obligations of each party under this Agreement are subject to compliance with
applicable federal and state laws.
(b) Each party shall promptly notify the other party in the event that
it is, for any reason, unable to perform any of its obligations under this
Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Plan on any Business Day will
be based upon instructions that it received from the Plan, the Participants, or
a Plan's sponsor and/or authorized committee, in proper form prior to the Close
of Trading of the Exchange on that Business Day. The Company shall time stamp
all Orders or otherwise maintain records that will enable the Company to
demonstrate compliance with SECTION 8(C) hereof. Further, upon reasonable
request by Distributor, the Company will provide evidence reasonably
satisfactory to the Funds' Board of Directors to demonstrate its compliance with
Rule 22c-1 requirements and provide the requester with copies of its internal
control report, if one is obtained.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
4
(d) The Company covenants and agrees that all Orders transmitted to the
Issuers, whether by telephone, telecopy, or other electronic transmission
acceptable to Distributor, shall be sent by or under the authority and direction
of a person designated by the Company as being duly authorized to act on behalf
of the owner of the Accounts. Distributor shall be entitled to rely on the
existence of such authority and to assume that any person transmitting Orders
for the purchase, redemption or transfer of Fund shares on behalf of the Company
is "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform
Commercial Code with respect to the transmission of instructions regarding Fund
shares on behalf of the owner of such Fund shares. The Company shall maintain
the confidentiality of all passwords and security procedures issued, installed
or otherwise put in place with respect to the use of Remote Computer Terminals
and assumes full responsibility for the security therefor. The Company further
agrees to be responsible for the accuracy, propriety and consequences of all
data transmitted to Distributor by the Company by telephone, telecopy or other
electronic transmission acceptable to Distributor.
(e) The Company agrees that, to the extent it is able to do so, it will
use its best efforts to give equal emphasis and promotion to shares of the Funds
as is given to other underlying investment options available to the Plans,
subject to applicable Securities and Exchange Commission and National
Association of Securities Dealers, Inc. rules. In addition, the Company shall
not impose any fee, condition, or requirement for the use by a Plan of the Funds
as investment options that operates to the specific prejudice of the Funds
vis-a-vis the other investment media made available to such Plan by the Company.
(f) The Company shall not, without the written consent of Distributor,
make representations concerning the Issuers or the shares of the Funds except
those contained in the then-current prospectus and in current printed sales
literature approved by Distributor or the Issuers.
(g) Advertising and sales literature with respect to the Issuers or the
Funds prepared by the Company or its agents, if any, for use in marketing shares
of the Funds to the Plans or otherwise educating Participants shall be submitted
to Distributor for review and approval before such material is used.
9. USE OF NAMES. Except as otherwise expressly provided for in this
Agreement, neither Distributor, nor any of its affiliates, nor the Funds shall
use any trademark, trade name, service xxxx or logo of the Company, or any
variation of any such trademark, trade name, service xxxx or logo, without the
Company's prior written consent, the granting of which shall be at the Company's
sole option. Except as otherwise expressly provided for in this Agreement, the
Company shall not use any trademark, trade name, service xxxx or logo of the
Issuers or Distributor, or any variation of any such trademarks, trade names,
service marks, or logos, without the prior written consent of either the Issuers
or Distributor, as appropriate, the granting of which shall be at the sole
option of Distributor and/or the Issuers, as appropriate.
10. PROXY VOTING. If the Company or its nominee is the shareholder of
record for a Plan, the Company shall vote (or shall cause its nominee to vote)
all shares owned on behalf of such Plan. For Plans that pass through voting
rights to their Participants, the Company shall vote the shares of the Issuers
for which no voting instructions are received from Participants in the same
proportion as shares for which such instructions have been received (or shall
use its best efforts to obtain the agreement of the Plan trustees or other
authorized representatives to do so). The Company shall not oppose or interfere
with the solicitation of proxies from the beneficial owners of the Issuers'
shares held by or through the Plans.
11. INDEMNITY.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
5
(a) Distributor agrees to indemnify and hold harmless the Company and
its officers, directors, employees, agents, affiliates and each person, if any,
who controls the Company within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this SECTION 11(A))
against any losses, claims, expenses, damages or liabilities (including amounts
paid in settlement thereof) or litigation expenses (including legal and other
expenses) (collectively, "Losses"), to which the Indemnified Parties may become
subject, insofar as such Losses result from a breach by Distributor of a
material provision of this Agreement. Distributor will reimburse any legal or
other expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Distributor shall not be liable for
indemnification hereunder if such Losses are attributable to the negligence or
misconduct of the Company in performing its obligations under this Agreement.
(b) The Company agrees to indemnify and hold harmless Distributor and
the Issuers, and their respective officers, directors, employees, agents,
affiliates and each person, if any, who controls each Issuer or Distributor
within the meaning of the Securities Act of 1933 (collectively, the "Indemnified
Parties" for purposes of this SECTION 11(B)) against any Losses to which the
Indemnified Parties may become subject, insofar as such Losses result from a
breach by the Company of a material provision of this Agreement or the use by
any person of the Remote Computer Terminals. The Company will reimburse any
legal or other expenses reasonably incurred by the Indemnified Parties in
connection with investigating or defending any such Losses. The Company shall
not be liable for indemnification hereunder if such Losses are attributable to
the negligence or misconduct of Distributor or the Issuers in performing their
obligations under this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party hereunder, 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 11. In case
any such action is brought against any indemnified party, and it 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 to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this SECTION 11 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such action,
the indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
12. TERMINATION; WITHDRAWAL OF OFFERING. This Agreement may be
terminated by any party upon 180 days' prior written notice to the other party,
or, on 60 days' written notice pursuant to a vote of a majority of the
outstanding securities of the Funds. Notwithstanding the above, each Issuer
reserves the right, without prior notice, to suspend sales of shares of any
Fund, in whole or in part, or to make a limited offering of shares of any of the
Funds in the event that (A) any regulatory body commences formal proceedings
against the Company, Distributor or any of the Issuers, which proceedings
Distributor reasonably believes may have a material adverse impact on the
ability of Distributor, the Issuers or the Company to perform its obligations
under this Agreement or (B) in the judgment of Distributor, declining to accept
any additional instructions for the purchase or sale of shares of any such Fund
is warranted by market, economic or political conditions. Notwithstanding the
foregoing, this Agreement may be terminated immediately (i) by any party as a
result of any other breach of this Agreement by another party, which breach is
not cured within 30 days after receipt of notice from the other party, (ii) by
any party upon a determination that continuing to perform under this Agreement
would, in the reasonable opinion of the terminating party's counsel, violate any
applicable federal or state law, rule, regulation or judicial order, (iii) by a
vote of a majority of the independent directors, or (iv) upon assignment of
either party. Termination of this Agreement shall not affect the obligations of
the parties to make payments under SECTION 4 for Orders received by the Company
prior to such termination and shall not affect the Issuers' obligation to
maintain the Accounts in the name of the Plans or any successor trustee or
recordkeeper for the Plans. Following termination, Distributor shall not have
any Administrative Services payment obligation to the Company (except for
payment obligations accrued but not yet paid as of the termination date).
SA Investor and Advisor am receipt.ACIS
November 11, 2000
6
13. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that
this Agreement and the arrangement 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.
14. SURVIVAL. The provisions of SECTION 9 (Use of Names) and SECTION 11
(Indemnity) of this Agreement shall survive termination of this Agreement.
15. AMENDMENT. Neither this Agreement, nor any provision hereof, may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all of the parties hereto.
16. NOTICES. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Company:
Attention:
-------------------------------
( ) (office number)
---------
( ) (telecopy number)
---------
To the Issuers or Distributor:
American Century Investment Services, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
(000) 000-0000 (office number)
(000) 000-0000 (telecopy number)
Any notice, demand or other communication given in a manner prescribed in this
SECTION 16 shall be deemed to have been delivered on receipt.
17. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned and will
be terminated automatically upon any attempted assignments. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
19. SEVERABILITY. In case any one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
SA Investor and Advisor am receipt.ACIS
November 11, 2000
7
20. ENTIRE AGREEMENT. This Agreement, including the attachments hereto,
constitutes the entire agreement between the parties with respect to the matters
dealt with herein, and supersedes all previous agreements, written or oral, with
respect to such matters.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By: By:
-------------------------------- ------------------------------------
Name: Name:
------------------------------ -------------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
------------------------------- -----------------------------------
SA Investor and Advisor am receipt.ACIS
November 11, 2000
8
EXHIBIT A
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative and shareholder services required or requested by the Plans
with respect to Participants of the Plans, including, but not limited to, the
following:
1. Maintain separate records for each Participant under the Plans,
which records shall reflect the shares purchased and redeemed and share balances
of such Participants. The Company will maintain a single master account with
each Fund on behalf of the Plans and such account shall be in the name of the
Company (or its nominee) or the trustee of the Plans (or a Plan's nominee) as
the record owner of shares owned by the Plans.
2. Disburse or credit to the Plans all proceeds of redemptions of
shares of the Funds and all dividends and other distributions not reinvested in
shares of the Funds.
3. Prepare and transmit to the Plans and/or Participants, as required
by law or the Plans, periodic statements showing the total number of shares
owned by the Participants as of the statement closing date, purchases and
redemptions of Fund shares by the Participants 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 Fund shares), and such other
information as may be required, from time to time, by the Plans.
4. Transmit purchase and redemption orders to the Funds on behalf of
the Plans in accordance with the procedures set forth in SECTION 4 to the
Agreement.
5. Distribute to the Plans and/or Participants, as appropriate, copies
of the Funds' prospectus, proxy materials, periodic fund reports to shareholders
and other materials that the Funds are required by law or otherwise to provide
to their shareholders or prospective shareholders.
6. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services for the Plans.
A-1
SA Investor and Advisor am receipt.ACIS
November 11, 2000
EXHIBIT B
DISTRIBUTION SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
distribution services for Advisor Class shares of the Funds, including, but not
limited to, the following:
1. Receive and answer correspondence from prospective shareholders, including
distributing prospectuses, statements of additional information, and
shareholder reports.
2. Provide facilities to answer questions from prospective investors about
Fund shares.
3. Assist investors in completing application forms and selecting dividend and
other account options.
4. Provide other reasonable assistance in connection with the distribution of
Fund shares.
