<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A File #2-74436
File 811-3287
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )
Pre-Effective Amendment No. _____ ( )
Post-Effective Amendment No. 17th (x)
------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( )
Post-Effective Amendment No.17th (x)
(Check appropriate box or boxes)
NEW ALTERNATIVES FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
150 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
(516) 423-7373
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*(Registrant's Telephone Number, including Area Code)
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: See Below
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It is proposed that this filing will become effective
________immediately upon filing pursuant to paragraph (b)
___X____on April 30 1998 pursuant to paragraph (b)
________60 days after filing pursuant to paragraph (a)
________on(date) pursuant to paragraph (a) of rule (485)
(Check Appropriate Box)
<PAGE>
File #2-74436
File 811 3287
NEW ALTERNATIVES FUND, INC.
CROSS REFERENCE SHEET
INFORMATION REQUIRED IN A PROSPECTUS
Page No.
Item l. Cover Page............................................ 1
Item 2. Synopsis.............................................. 2
Item 3. Condensed Financial Information....................... 4(a)
Item 4. General Description of Registration................... 4
Item 5. Management of the Fund................................ 7
Item 6. Capital Stock and other Securities.................... 9
Item 7. Purchase of Securities Being Offered.................. l0
Item 8. Redemption or Repurchase.............................. 11
Item 9. Legal Proceeding...................................... 12
Part B: Statement of Additional Information
(follows Prospectus).................................. 21
Part C: Other Information (follows Part B).................... 30
<PAGE>
Prospectus, Dated April 30, 1998
NEW ALTERNATIVES FUND, INC. [LOGO]
150 Broadhollow Road, Melville, New York 11747
Telephone 800-423-8383
(516) 423-7373
PROSPECTUS
New Alternatives Fund, Inc., (The Fund) is a diversified open-end investment
company which seeks long-term capital gains through equity investment. It
concentrates at least 25% of its investments in companies which have an
interest in solar and clean alternative energy development as defined herein.
This prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. It should be retained for future
reference.
Additional information about the fund has been filed with the Securities and
Exchange Commission and is available upon request without charge. A Statement
of Additional Information about the Fund, which is incorporated by reference in
this prospectus, has been filed with the Securities and Exchange Commission. It
is available, at no charge, by writing to the Fund. The date of the Statement
of Additional Information is the same as the date of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITY AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PRINTED ON RECYCLED PAPER
<PAGE>
NEW ALTERNATIVES FUND, INC.
PROSPECTUS SUMMARY
SHARES OFFERED Common Stock
MINIMUM INITIAL $2,500.00
INVESTMENT $2,000.00 for qualified retirement plans.
MINIMUM $250.00
SUBSEQUENT $50.00 if through automatic Investment Plan.
INVESTMENTS
TYPE OF Open-end, diversified, managed, concentrated (solar and
COMPANY alternative energy) investment company.
INVESTMENT Purchase of common stocks with a concentration of at least
POLICIES twenty-five percent (25%) of the Fund's assets in companies
which have an interest in solar or clean alternative
energy. Investments may include solar cells, natural gas,
fuel cells, biomass, recycling, passive and active
architectural products, forest products, conservation
systems, cogeneration, energy efficient apparatus and
controls.
INVESTMENT The Fund purchases shares of common stock which may produce
OBJECTIVE long-term capital gains. There is no certainty that it
will achieve this objective.
CERTAIN FACTORS The Fund is not a complete investment program. The Fund is
TO BE not suited to investors seeking a high level of current
CONSIDERED income or safety. The Fund seeks long-term capital growth.
Investments in the Alternative energy and Environmental
industries are subject to changing federal and state
regulation and political priorities.
The failure rate among smaller companies in solar and
alternative energy is higher than the rate for most
companies. Technologies which are scientifically feasible
may not be cost effective.
INVESTMENT The Fund is managed by Accrued Equities, Inc., a New York
MANAGER based investment advisor and broker-dealer, managing
various investments since 1954.
LEGAL COUNSEL Eric J. Schmertz of Riverdale, New York, former Dean of
Hofstra University Law School.
2
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CAPITAL GAINS Capital gains, if any, are reinvested or paid at least
AND DIVIDENDS annually if requested; income dividends, if any, are
reinvested annually or paid at least annually if requested.
See page 9.
PRINCIPAL Accrued Equities, Inc., 150 Broadhollow Road, Melville,
DISTRIBUTOR New York 11747. Telephone 516-423-7373 or 800-423-8383.
See page 10.
TRANSFER AGENT First Data Investor Services Group, 3200 Horizon Drive,
King of Prussia, PA 19406. Telephone 610-239-4600.
MAXIMUM SALES Net asset value plus a sales charge of four and nine
CHARGE AND hundred eighty seven one thousandths percent (4.987%) of
OFFERING PRICE the net amount invested, or four and three quarters percent
(4.75%) of the public offering price; reduced sales
charge on purchases of twenty five thousand and one
($25,001.00) or more.
There is no 12b-1 plan or charge.
REDEMPTION Shares may be redeemed on any day the New York Stock
PRICE Exchange is open.
There is no redemption charge.
ADVISORY FEE There is an advisory fee of 1/12 of one percent of the
Fund's assets at the end of each month which is at the rate
of one percent (1%) each year for the first ten million
dollars ($10,000,000.00). For Fund assets exceeding ten
million dollars ($10,000,000.00), the fee declines to an
annual rate of 3/4 of one percent (.75%) of the excess; and
at over thirty million dollars ($30,000,000.00), it
declines to an annual rate of 0.5% of the excess and at
over one hundred million dollars ($100,000,000.00), it
declines to an annual rate of 0.45% of the excess. See page
7.
CUSTODIAN United Missouri Bank, Kansas City, M.O.
FUND EXPENSES
The following table illustrates all expenses and fees that a shareholder of the
Fund will incur. The expenses and fees set forth in the table are for the 1997
fiscal year.
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases .. 4.75%
Sales Load Imposed on Reinvested Dividends None
Redemption Fees .......................... None
Exchange Fees (N/A) ...................... None
ANNUAL FUND OPERATING EXPENSES
Management Fees
Investment Advisory Fees ............... 0.77%
12b-1 Fees ............................. None
Other Operating Expenses
Custodian Bank and Transfer Agent ...... 0.25%
Postage & Printing (Shareholder Reports) 0.04%
Miscellaneous Expenses ................. 0.09%
Total Fund Operating Expenses .......... 1.15%
The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the fund will bear directly or
indirectly.
The following example illustrates the expenses that you would pay on a $1,000
investment over various time periods assuming (1) a 5% annual rate of return
and (2) redemption at the end of each time period.
As noted in the table above, the Fund charges no redemption fees of any kind.
1 Year 3 Years 5 Years 10 Years
$58.76 $82.60 $108.30 $181.70
This example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or lesser than on those
shown.
3
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THE FUND
New Alternatives Fund, Inc., is an open-end diversified investment company,
commonly called a Mutual Fund, which concentrates at least 25% of its
investments in the common stock of companies which have an interest in solar
and alternative energy as defined herein.
Solar and alternative energy, as used throughout this prospectus, refer to
energy sources other than petroleum or nuclear power.
The Fund was incorporated under the laws of the State of New York and commenced
its activity as a mutual fund on September 3, 1982.
STATEMENT OF PER SHARE INCOME AND CAPITAL CHANGES
For each share of capital stock outstanding*
<TABLE>
<CAPTION>
Year End Year End Year End Year End Year End Year End Year End Year End
12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at $30.87 $30.51 $28.14 $30.00 29.95 29.19 24.62 27.57
beginning of period
Investment Income .64 .73 .75 $.72 $.62 $.62 $.72 $.70
Expenses .38 .39 .40 .40 .33 .28 .29 .27
------ ------ ------ ------ ----- ----- ----- -----
Net Investment Income .26 .34 .35 .32 .29 .34 .43 .43
Net realized and
unrealized gain (loss)
on investment 3.16 3.72 5.14 (1.43) .58 1.10 5.86 (2.53)
------ ------ ------ ------ ----- ----- ----- -----
Operations 3.42 4.06 5.49 (1.11) .87 1.44 6.29 (2.10)
Dividends from net
Investment Income (.26) (.34) (.35) (.32) (.29) (.34) (.43) (.43)
Distributions from
net realized gain (1.96) (3.36) (2.77) (.43) (.53) (.34) (1.29) (.42)
------ ------ ------ ----- ----- ----- ----- -----
Total Distributions (2.22) (3.70) (3.12) (.75) (.82) (.68) (1.72) (.85)
Net change in net
asset value 1.20 .36 2.37 (1.86) .05 .76 4.57 (2.95)
Net asset value
as of end of the
period $32.07 $30.87 $30.51 $28.14 30.00 29.95 29.19 24.62
====== ====== ====== ====== ===== ===== ===== =====
Total Return 11.1% 13.3% 19.5% (3.7%) 2.9% 4.9% 25.6% (7.6%)
(sales load not reflected)
Net assets, end of
period $37,941 $35,549 $32,236 $28,368 $31,567 $28,896 $23,931 $16,433
Ratio of operating 1.15% 1.21% 1.28% 1.30% 1.11% 1.04% 1.18% 1.27%
expense to net
assets**
Ratio of net .79% 1.04% 1.12% 1.04% .96% 1.25% 1.74% 2.08%
investment income
to average net assets
Portfolio turnover 53.9% 51.2% 48.72% 33.00% 18.36% 13.10% 21.50% 24.70%
Average commision .068 .074 .072
rate paid
Number of shares 1,111,377 1,038,561 965,769,139 984,847 1,026,460 945,006 776,974 646,664
outstanding at end
of period***
<CAPTION>
Year End Year End Year End Year End Year End Year End Year End Year End
12/31/89 12/31/88 12/31/87 4/30/87 4/30/86 4/30/85 4/30/84 4/30/83
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at 22.55 18.85 22.43 19.68 14.99 13.55 15.39 12.50
beginning of period
Investment Income $.73 $.67 $.40 $.38 $.47 $.47 $.40 $.38
Expenses .26 .25 .16 .16 .20 .17 .27 .20
----- ----- ----- ----- ----- ----- ----- -----
Net Investment Income .47 .42 .24 .22 .27 .30 .13 .18
Net realized and
unrealized gain (loss)
on investment 5.41 4.09 (3.21) 3.45 5.08 1.72 (1.55) 3.08
----- ----- ----- ----- ----- ----- ----- -----
Operations 5.88 4.51 (2.97) 3.67 5.35 2.02 (1.42) 3.26
Dividends from net
Investment Income (.47) (.42) (.24) (.22) (.27) (.30) (.13) (.18)
Distributions from
net realized gain (.39) (.39) (.38) (.70) (.39) (.28) (.29) (.19)
----- ----- ----- ----- ----- ----- ----- -----
Total Distributions (.86) (.81) (.62) (.92) (.66) (.58) (.42) (.37)
Net change in net
asset value 5.03 3.71 (3.59) 2.75 4.69 1.44 (1.84) 2.89
Net asset value
as of end of the
period 27.57 22.55 18.85 22.43 19.68 14.99 13.55 15.39
===== ===== ===== ===== ===== ===== ===== =====
Total Return 26.0% 23.9% (2.6%) 22.2% 23.3% (.5%) 13.5% 10.4%
(sales load not reflected)
Net assets, end of
period $11,893 $6,162 $4,133 $3,404 $1,023 $502 $256 $163
Ratio of operating 1.25% 1.24% .80% 1.17% 1.39% 1.36% 2.24% 1.08%
expense to net
assets**
Ratio of net 2.20% 2.18% 1.23% 1.68% 1.91% 2.3% 1.18% 1.69%
investment income
to average net assets
Portfolio turnover 14.60% 25.88% 8.57% 8.79% 28.00% 22.6% 52.00% 74.50%
Average commision
rate paid
Number of shares 419,212 264,414 212,704 151,848 51,998 33,524 18,916 10.592
outstanding at end of period***
</TABLE>
* All Adjusted for two for one share split on July 26, 1985 and January 2,
1990
** Annualized and includes state taxes
*** Shares immediately prior to dividend - Fund commenced operation on
September 3, 1982
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENT
4
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INVESTMENT PHILOSOPHY AND OBJECTIVES
Most Fund investments have a relationship to environmental products, processes
and corporate behavior oriented toward a clean and sustainable environment.
The investment objective of the Fund is long term growth through investing in
common stocks. The fund invests in a wide range of industries, concentrating
(usually 25% or more) on companies in the solar and alternative energy
industry. The alternative energy industry is defined in the following sections
of the prospectus.
No more than 25% of the Fund's assets will be invested in companies not listed
on the New York or American Stock Exchanges. There is a propsed merger of the
American Stock Exchange and NASDAQ Exchange which may affect this provision.
BROAD DEFINITION OF SOLAR
AND ALTERNATIVE ENERGY
Included: In general, solar and alternative energy as used in this Prospectus,
consists of passive and active architectural solar heating, cooling; electrical
generation (as in solar photovoltaic cells); energy conservation, cogeneration,
biomass (agricultural and forest products and waste systems); fuel cells,
recycling as an energy saving method, efficient electrical devices, geothermal
power, natural gas as an interim fuel and all related technologies which
facilitate the development and use of renewable energy production and
conservation, such as batteries and other energy storage systems.
Excluded: Alternative energy, as used in the prospectus, excludes petroleum and
atomic based energy sources and the processes utilized in connection with such
sources.
Atomic energy is omitted as an area for investment due to the potential for
accident, unresolved radioactive waste disposal problems, excessive cost and
frequent community opposition to such programs. There are new and increasing
concerns with the cost of dismantling atomic energy plants as they mature or
depreciate.
SOCIAL AND ENVIRONMENTAL
IMPLICATIONS
The Fund is organized for the benefit of its stockholders. The Directors
believe that investment in companies subject to valid environmental opposition
would be unacceptable.
THE PROBLEMS CREATE
THE POTENTIAL
Increasing population, increasing exploitation of natural resources with
advanced devices, years of production and consumption without environmental
awareness have created formidable and increasingly visible environmental
problems and public concern.
The Fund Manager believes that, notwithstanding temporary shortages and
surpluses, petroleum resources will over the years become increasingly
expensive and less attractive as an investment compared to alternative energy.
As solar and alternative energy are increasingly utilized, they should become
less expensive, more attractive and better investments. Solar energy and
conservation reduce global warming and acid rain.
The Fund is the first and at present the only investment company with a program
concentrating in alternative energy.
The Fund has excluded from its definition of solar and alternative energy, oil
based resources. Nevertheless the Fund may invest in petroleum companies which
are actively developing or producing such items as photovoltaic conversion of
the sun's rays directly to electricity or producing other products related to
the Fund.
Environmental efforts may be subject to attacks, halts, pauses and changes.
Nevertheless, the Manager is confident that progress will continue. Many
concerned citizens and important segments of industry are learning what is
needed and practical, what is real and what is effective.
5
<PAGE>
There is no assurance that the investments selected by the Fund will be among
those that successfully participate in what appears to be a growing array of
alternative energy resources and environmental opportunities.
ILLUSTRATIONS OF TECHNOLOGIES
PHOTOVOLTAIC
Solar cells (photovoltaic cells) convert sunlight directly to electricity. They
require sunshine and night time storage. Presently such cells are cost
effective where there is no utility grid. Nevertheless, the Directors of the
Fund believe photovoltaic cells provide investment potential.
Once installed, there are no fuel costs and maintenance requirements are
minimal. Capital costs per watt of photovoltaic electricity continue to fall
but are still higher than conventional utility produced electricity.
Solar generated electricity must be stored. Efficient (small, long lasting,
inexpensive) environmentally clean batteries are a significant ancillary aspect
of the photovoltaic industry. Clean and efficient batteries are required for
cost effective electric vehicles.
CONSERVATION
Conservation reduces energy consumption, but doesn't produce energy.
Nevertheless, the Directors and the Manager believe conservation provides
investment potential.
Conservation may be defined as the wise and efficient use of energy and natural
resources. More efficient engines, energy saving transportation such as
bicycles, railroads or electric vehicles, heat pumps, electric motors and
heating systems are presently producing energy saving results.
Cogeneration (multiple uses of combustion) is of particular interest to
industry as a means of utilizing the same fuel for several purposes, e.g.
generating electric or mechanical power and heat from a single turbine and
utilizing the same amount of fuel to achieve both results.
ARCHITECTURAL
Both active and passive architectural systems, including solar heating, may
need supplementation by other systems. Nevertheless, the Directors believe such
architectural systems provide investment potential.
Areas for investments include: Insulation materials, reflective glass to
preserve temperature levels; fuel control systems to eliminate fuel waste; and
the devices for collecting solar heated water.
NATURAL GAS AND FUEL CELLS
Gas as used by utilities is the cleanest of the hydrocarbon fuels. There are
large domestic reserves of natural gas.
Methane from coal seams and garbage dumps is presently a cost effective source
of relatively clean energy.
Fuel cells produce electricity in a manner similar to a permanent battery to
which fuel is continuously added. It is the chemical production of electricity.
It resembles, in part, the battery in a flashlight. In the fuel cell the
operator keeps adding new fuel such as hydrogen or natural gas or alcohol, even
coal. The by-product is water. There is very little pollution. At present the
most cost efficient fuel for fuel cells is natural gas. Fuel cells are in the
opinion of the Fund Managers likely to be cost efficient and likely to come
into wide use.
BIOMASS
Large scale use of biomass, which is plant life, used as fuel might
compete with food supply requirements. Nevertheless, the Directors
believe "biomass", wisely used as a fuel, provides investment potential. New
combustion methods reduce the emissions from burning biomass materials.
Ethanol is fuel made from grain, a form of biomass. There is continued
use, with some dispute as to the efficacy of ethanol.
6
<PAGE>
HYDRO ELECTRIC
Water power (hydroelectric) is an excellent source of energy, but the available
resources are limited. In choosing hydroelectric investment, attention is paid
to environmental considerations such as fish access and aesthetic concerns.
Nevertheless, the Directors believe water power provides investment potential.
WIND TURBINES
Wind energy is not new technology. The success of wind energy as a modern
utility source is new.
With new generator units and new blades and greater control over the energy
output, at different wind speeds, the wind turbine has become cost efficient.
Wind energy can be produced competitively. As with all new technology, it is
not without its problems. Nevertheless, the Directors believe in the present
and future potential of wind energy.
RECYCLING
Recycling is not a new technology. It saves both energy and resources. In its
older forms it was simply taken for granted. For example, gold, silver and
steel have been recycled for years. Now it is becoming cost effective to
recycle other less noble materials, including plastics, glass and paper.
ADDITIONAL ALTERNATIVES
Ocean thermal energy conversion (OTEC), geothermal energy and wave action
systems are limited geographically or require technological development, some
of which development is reported to be underway.
Nevertheless, the Directors and the Manager believe some of such systems
provide investment potential.
THE LIST OF ALTERNATIVES CANNOT BE EXHAUSTIVE NOR THE COMMENTS COMPLETE. It is
likely that there will be no single substitute resource.
SOME INVESTMENTS MAY BE INDIRECT. The Fund may invest in technologies which
support the solar and alternative energy industry. Other fund investments
include companies contributing to clean energy, air, water, and food without
pesticides.
NOT EVERY INVESTMENT IS A "PURE PLAY". The solar or alternative energy
component or "play" is small in some large companies. Nevertheless, after
evaluation, investment may be made if it is believed development is attractive.
CERTAIN RESTRICTIONS
The Fund may not, without the approval of a majority of the Fund's outstanding
voting shares:
(1) Purchase securities of any company having less than three years
of continuous operation (including operations of any predecessors),
if such purchase would cause the value of the Fund's investments in
all such companies to exceed 10% of the value of its assets.
(2) With respect to seventy-five percent (75%) of its assets (at market
value), invest more than five percent (5%) of such assets in
securities of any one issuer, other than the U.S. government, its
agencies or instrumentalities.
(3) Invest more than twenty-five percent (25%) of the Fund's assets
in any single industry; excepting the solar and alternative energy
industry as defined herein.
MANAGEMENT OF THE FUND
Under the laws of the State of New York, the Board of Directors of the Fund is
responsible for managing the business and affairs of the Fund.
The Fund has entered into an investment advisory agreement with Accrued
Equities Inc. (the "Advisor") of 150 Broadhollow Road, Melville, NY 11747. This
is a New York Corporation organized in 1954. The controlling stockholder of the
Advisor is David J. Schoenwald. He is President of the Advisor and President of
the Fund. The minority stockholder of the Advisor is Maurice L. Schoenwald. He
is Secretary of the Advisor and Chairman of the Board of Directors of the Fund.
7
<PAGE>
The Advisor, subject to the authority of the Board of Directors of the Fund, is
responsible for the overall management of the Fund's business affairs. The
Advisor also pays the compensation of such of the Fund's Officers and Directors
who are affiliated with the Advisor, and all advertising and promotional
expense. The Advisor will not use any part of the advisory fee for
distribution.
Under the Advisory Agreement, the Advisor receives a monthly fee from the Fund
at the following annual rates based on the average net assets of the Fund at
the end of each month: one percent (1%) for the first $10 million; .75% for the
next $20 million; .50% for amounts over $30 million; and .45% for amounts over
$100 million. There is no 12 B-1 fee. During the fiscal year ending December
31, 1997, the Advisor received in gross $282,695 from the Fund or (.77) of one
percent of average net assets.
Under the Management Agreement, if total expenses of the Fund for any fiscal
year, including the management fee, but excluding interest, taxes, brokerage
commissions and extraordinary expenses excludable by state laws, exceed the
applicable expense limitation set by state securities regulations in those
states in which the company may make regular sales, the Manager will reduce its
compensation by the amount by which such expense exceeds state expense
limitations.
PORTFOLIO MANAGERS
David J. Schoenwald and Maurice L. Schoenwald are primarily responsible for the
day to day management of the Fund's portfolio. They have so served since the
fund's inception.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT
The Custodian of the Fund is the United Missouri Bank, 928 Grand Avenue, Kansas
City, M.O. 64141. The Fund's cash and securities are kept with the Custodian
pursuant to an agreement dated October 28, 1994. The Fund pays the Custodian
pursuant to a regular schedule of charges based on a schedule agreed on from
time to time by the Fund and the Custodian.
The Custodian attends to the collection of proceeds of securities sold by the
Fund, collection and deposit of dividends and disbursements for the cost of
securities.
First Data Investor Services Group, 3200 Horizon Drive, King of Prussia, PA
19406 serves as the Transfer Agent and Dividend Paying Agent for the Fund,
pursuant to an agreement effective October 1, 1993. Telephone: (610) 239-4600.
DESCRIPTION OF SHARES
The Fund's authorized capital is eight million (8,000,000) common shares of one
dollar par value.
Each share entitles the holder to one vote. Fractional shares have no voting
rights. Shareowners may vote for the election of Directors and all other
appropriate and customary matters and participate equally in dividends,
distributions of capital and net assets of the Fund on liquidation.
The common shares are fully paid and non-assessable when issued, are redeemable
in accordance with the provisions set forth under the heading "Redemption of
Shares", and have no preference, pre-emptive or conversion rights. Fractional
shares entitle the holder to the same redemption, dividend, distribution and
other rights, excepting voting, as whole shares on a pro rata basis. No
certificates are issued for fractional shares.
The Fund will not ordinarily issue certificates for common shares purchased.
Certificates are generally unnecessary because (1) ownership of shares is
evidenced by a confirmation advice after each purchase or redemption,
indicating the amount invested and the purchase price per share or the amount
redeemed and the redemption price per share, and the number of shares owned
immediately after
8
<PAGE>
such transactions; and (2) redemptions and transfers may be transacted without
the issuance of certificates.
Share certificates are issued only upon the specific request of the shareowner
made in writing. No charge is made for the issuance of share certificates.
Shares may not be transferred without written permission of the manager which
is in the discretion of the manager and is generally limited to estates and
gifts within a family.
At the discretion of the manager, accounts with a total value, at the time of
notice, of $1,000.00 or less may be redeemed by the company after 10 days
notice by mail to the shareholder. The common shares have noncumulative voting
rights so that the holders of more than fifty percent (50%) of the shares
voting for the election of Directors can elect all the Directors and in such
event the holders of the remaining shares voting for the election of the
Directors will not be able to elect any person or persons to the Board of
Directors. A simple majority of those shares voted in person or by proxy
participating in any duly called meeting on proper notice shall be sufficient
to pass any resolutions, excepting as otherwise required by the Investment
Company Act of 1940.
REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. Any dividends paid by the Fund
from net investment income on its portfolio and any distributions of net
realized capital gains will automatically be reinvested in whole or fractional
shares of the Fund at net asset value on the record date unless a shareowner
makes a written request for payments in cash.
If a shareholder makes a specific written request for dividends or capital
gains distributions, such income or distribution payments, if any, will be paid
in cash at least annually.
CONTROL PERSONS. No shareholder owns more than 5 percent of the shares of the
Fund. Persons are deemed control persons under the Investment Company Act if
they own 5% or more of the outstanding shares of the Fund.
REPORT TO SHAREOWNERS
The Fund issues to its shareowners semi-annual reports. Each semi-annual and
annual report will also contain a list of the Fund's portfolio assets,
statements of assets, liabilities and capital, results of operations, and
sources of and changes in net assets.
SHAREHOLDER INQUIRIES
General shareholder inquiries may be made by writing to the Fund at 150
Broadhollow Road, Melville, NY 11747, or by calling the Fund at (516) 423-7373,
or (800) 423-8383.
Inquiries pertaining to share balances and other account information may be
made by writing to the Transfer Agent, First Data Investor Services Group, 3200
Horizon Drive, King of Prussia, PA 19406 or by calling (610) 239-4600.
TAX STATUS
The Fund will endeavor to qualify annually for tax treatment applicable to a
regulated investment company under the Internal Revenue Code of 1954, as
amended ("Code"). Pursuant to the requirements of the Code, the Fund intends
to pay, at least annually, dividends representing substantially all of its net
investment income. It also intends, at least annually, to distribute any net
realized capital gains. As a regulated investment company, the Fund will not
be subject to the United States income tax on net ordinary income and net
capital gains which are distributed by the Fund, pursuant to the requirements
of the "Code". The status of the Fund as a regulated investment company does
not involve government supervision of management or of investment practices or
policies.
9
<PAGE>
For Federal income tax purposes distributions paid from the Fund's net
investment income and net realized short-term capital gain are taxable to
shareholders as ordinary income, whether received in cash or in additional
shares. Distributions paid from long-term capital gain are taxable as long-term
capital gains, whether received in cash or shares. However, shareholders not
subject to tax on their income will not be required to pay Federal income taxes
on amounts distributed to them. Shareholders will be notified annually as to
the Federal tax status of dividends and distributions.
Subject to regulations of the Internal Revenue Service, the Act may require
individuals who are shareholders of the Fund to include their pro rata share of
the Fund's investment expenses (such as investment advisory fees), in addition
to distributions received, in computing their taxable income.
PURCHASE OF SHARES
MINIMUM INVESTMENT: The minimum initial investment in the Fund is $2,500.00, or
$2,000.00 for qualified retirement plans. The minimum subsequent investment is
$250.00, or $50.00 through an automatic Investment Plan.
Sales Commission
Purchase As A Percentage
Amount Of Offering Price
- ------ -----------------
$2,500 to $ 25,000 4.75%
$25,001 to $100,000 3.85%
$100,001 or more 2.91%
There is no charge for reinvestment of dividends or distributions. The sales
charge for additional purchases shall be based upon the current cumulative cost
of the investor's holdings including the cost of the additional purchase made.
Purchases of shares are credited only for and at the value of U.S. dollars
received by the Fund in the U.S.
PURCHASES BY FAMILIES: Investors may combine the following categories into a
single transaction to qualify for a reduced sales charge: purchases by spouses,
parents or grandparents for themselves or for each other or for their children
or grandchildren, including trusts for such persons. To so qualify, it is the
investors responsibility to notify the transfer agent at the time of purchase
of eligibility for such reduced sales charge.
SALES CHARGE: Shares of the Fund may be purchased at net asset value
(determined in the manner described under "Net Asset Value") plus a sales
charge which ranges from 4.987% to 3% of the offering price, as follows:
Dealer Re-allowance Sales Commission
As A Percentage Of As A Percentage Of
Offering Price Net Asset Value
- -------------- ---------------
4% 4.987%
3% 4%
2% 3%
Certain categories of people or institutions may invest in the Fund without
paying a sales charge: These include current and retired directors, officers
and employees of the Fund or the Fund's advisor and their families; registered
representatives of brokers distributing the Fund's shares who are purchasing
for their own personal account; Non Profit or Charitable organizations (as
defined in Section 501 (c) (3) of the Internal Revenue Code) investing $50,000
or more; Clients of investment advisors purchasing for their own accounts who
are charged ongoing management fees for their advisors services. Persons in the
above categories must make their status as such known to the Fund's transfer
agent. The Fund reserves the right to reject any purchase order.
Should a broker execute a contract with the Fund, the principal Distributor may
re-allow a portion of the applicable sales charge, as indicated above. In the
event that substantially all of the sales charge is re-allowed,
sub-distributors may be deemed to be underwriters as that term is defined in
the Securities Act of 1933.
10
<PAGE>
HOW TO BUY SHARES: Shares of the Fund may be purchased by sending a Share
Purchase Application and a check to New Alternatives Fund, Inc., c/o Fund Plan
Services Inc., 3200 Horizon Drive, King of Prussia, PA 19406. The application
is on the last page of the prospectus.
The Fund's shares are sold directly by the Fund with the assistance of and at
the expense of Accrued Equities Inc, which is compensated for such assistance.
All checks are to be made payable to New Alternatives Fund, Inc. Independent
brokers also sell the shares of the Fund. Sales charges are the same
irrespective of where or through whom you purchase. Social security numbers or
tax numbers are required on the application.
RETIREMENT PLANS
AND IRA ACCOUNTS
Shares of the Fund may be purchased directly by existing retirement plans which
allow such investments.
In addition, qualified individuals may establish an Individual Retirement
Account ("IRA") or Roth IRA to be funded with shares of the Fund. The Fund has
made arrangements with Semper Trust Company to act as custodian for any IRAs
thus created.
Automatic Investment Plan: Shareholders meeting the investment minimum may
establish an automatic investment plan wherein periodic drafts from a checking
or savings account are invested in the fund, subject to the same sales charges
recited in this prospectus. Such plan may be canceled by the Fund or the
investor upon written notice to the transfer agent no later than 5 business
days prior to a scheduled debit date.
For further information, an interested person should call the Fund at (516)
423-7373 or (800) 423-8383.
NET ASSET VALUE
The net asset value of a Fund share is determined once daily as of the close of
each day of trading on the New York Stock Exchange. Net asset value is
determined by subtracting all liabilities of the Fund from the value of its
total assets and dividing the resulting figure by the number of Fund shares and
fractional shares outstanding.
In determining the Fund's net asset value, securities for which current market
quotations are readily available are valued in the following manner: securities
traded on national exchanges are valued at the closing sales price, or, if no
sale occurred, at the last price traded. Over-the-counter securities for which
no sales were reported on a particular day are valued at the last closing
price. Securities for which current market quotations are not readily available
are valued at their fair value as determined in good faith by the Board of
Directors. The Board will continue to review its over-all methods of valuation
to assure that all assets are properly valued.
*The daily calculation of net asset value is performed by First Data Investor
Services Group, which also serves as transfer agent.
REDEMPTION OF SHARES
There is no redemption charge.
Fund shares are redeemed upon tender of the written request of any shareholder,
accompanied by surrender of share certificates, if issued. All certificates
and/or requests for redemption tendered must be signed or endorsed by the
shareholder or shareholders in whose name or names the shares are registered.
Signature or signatures must be guaranteed by a commercial bank or trust
company or federally chartered savings bank, Savings and Loan Association or
credit union located in the United States or having a correspondent relation
with a commercial bank or trust company in the United States, or by a member
firm of the New York Stock Exchange (except that guarantee of the signature or
signatures on a request for redemption of $1,000.00 or less may be waived, if
approved by the Fund). Tender shall be made at the office of the Transfer
Agent, First Data Investor Services Group, 3200 Horizon Drive, King of Prussia,
PA 19406.
11
<PAGE>
The redemption price will be the net asset value of the Fund's shares next
computed after the tender is received by the Fund. Payment of the redemption
price will be made by a check drawn and issued in the U.S. within seven days
after receipt of the written request and certificates as described above, or if
payment for the purchase of the shares to be redeemed has not been cleared by
that time, the mailing of the redemption check may be postponed until proceeds
of any check for the purchase price of the shares has been collected. If
payment for shares are dishonored the Fund may cancel the purchase.
LEGAL COUNSEL
Eric J. Schmertz
Counsel
Riverdale, New York
Age 72; Former Dean of
Hofstra University Law School.
PENDING LEGAL PROCEEDINGS
There are no pending or anticipated legal proceedings against the Fund. The
principal Distributor and Investment Adviser has been doing business actively
since 1954. It is not now nor has it ever been the subject of any suit nor does
it presently anticipate any suit or claim.
INDEPENDENT ACCOUNTANT
Kenneth D. Katz, whose address is 64 North Park Avenue, Rockville Centre, NY,
is the Fund's Independent auditor. The financial statements included in the
prospectus have been so included in reliance on the report of the auditor.
Report of the Independent Accountant
To The Board of Directors and
Shareholders
New Alternatives Fund, Inc.
I have audited the statement of assets and liabilities of New Alternatives
Fund, Inc. (the Fund) including the schedule of portfolio investments by
industry classification, as of December 31, 1997, and the related statement of
operations for the year then ended, and the statements of changes in net assets
and the supplementary information -- selected per share data and ratios. These
financial statements and supplementary information are the responsibility of
the Fund's management. My responsibility is to express an opinion on these
financial statements and supplementary information based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements and supplementary information
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. My procedures included confirmation of securities owned at
December 31, 1997 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion the financial statements and selected per share data and ratios
referred to above present fairly, in all material aspects, the financial
position of the Fund as of December 31, 1997, the results of operations for the
year then ended and the changes in its net assets and selected per share data
and ratios for the years in the periods then ended in conformity with generally
accepted accounting principles.
Kenneth D. Katz, CPA
Rockville Centre, New York
January 21, 1998
12
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF INVESTMENTS
December 31, 1997
COMMON STOCKS: 88.9% SHARES MARKET VALUE
------ ------------
Alternate Energy and
Process Equipment: 9.0%
*Calpine 5000 $74,375.00
*Energy Conversion Devices 10000 121,250.00
*Energy Research Corp. 25000 396,845.00
Enron (Also Natural Gas) 25000 1,039,062.50
Idaho Power 5000 188,125.00
OM Group 20000 732,500.00
*Real Goods Trading 1000 4,250.00
*Spire 10000 145,000.00
*Thermo Power 15000 131,250.00
Trigen Energy 30000 592,500.00
-------------
$3,425,187.50
Clean Air: 6.1%
*BHA Group 20000 $390,000.00
*Dravo 15000 165,000.00
Praxair 15000 675,000.00
*Thermo Instruments 31250 1,076,171.88
-------------
$2,306,171.88
Clean Water: 11.7%
Ameron 15000 $948,750.00
Aquarion 15000 518,437.50
Culligan Water 30000 1,507,500.00
*U.S. Filter 35000 1,047,812.50
*Waterlink 25000 412,500.00
-------------
$4,435,000.00
Conservation: 5.3%
Owens Corning 10000 $341,250.00
T J International 25000 618,750.00
Minerals Technology 20000 908,750.00
*Zoltek 5000 139,375.00
-------------
$2,008,125.00
Environmental (General): 3.4%
Dames & Moore 15000 $198,750.00
*Flow International 40000 375,000.00
*Superior Industries 20000 577,500.00
*Thermo Sentron 15000 138,750.00
-------------
$1,290,000.00
Efficient Electric Devices: 5.2%
Baldor 46666 $1,012,068.88
*Chicago Miniature Lamp 25000 843,750.00
*Itron 7500 135,000.00
-------------
$1,990,818.88
Natural Foods: 9.2%
*Gardenburger 20000 $180,000.00
*United Natural Foods 25000 650,000.00
*Whole Food Market 20000 1,022,500.00
*Wild Oats 30000 1,081,875.00
Worthington Foods 40000 560,000.00
-------------
$3,494,375.00
13
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF INVESTMENTS
(CONTINUED)
December 31, 1997
SHARES MARKET VALUE
------ ------------
Recycling - Paper: 4.1%
Caraustar Industries 15000 $513,750.00
Republic Group 20000 327,500.00
Sonoco Products 15000 520,312.50
*Thermo Fibertek 15000 182,812.50
-------------
$1,544,375.00
Recycling - Metals: 8.1%
Commercial Metals 24000 $757,500.00
Imco Recycling 15000 240,937.50
*Metal Management 20000 332,500.00
Nucor 17000 821,312.50
Quanex 25000 703,125.00
*Recycling Industries 35000 210,000.00
-------------
$3,065,375.00
Natural Gas: 18.2%
Burlington Resources 20000 $896,250.00
Consolidated Natural Gas 10000 605,000.00
Energen 10000 397,500.00
KN Energy 20000 1,080,000.00
Loius Dreyfus Natural Gas 5000 93,437.50
MCN 20000 807,500.00
Natural Fuel Gas 20000 973,750.00
Questar 15000 669,375.00
Williams Co's 50000 1,418,750.00
-------------
$6,941,562.50
Railroads: 8.6%
Burlington Northern Santa Fe 7500 $697,031.25
CSX Corp 25000 1,350,000.00
Norfolk Southern 39000 1,201,687.50
-------------
$3,248,718.75
Total Common Stock cost ($27,177,442.43) $33,749,709.51
Money Market Deposits and Treasury Bills: 11.1%
Socially Concerned Banks
Alternatives Federal Credit Union $100,000.00
Community Capital Bank 100,000.00
South Shore Bank 100,000.00
Vermont National Bank 100,000.00
U.S. Treasury Bills (cost $3,772,950.01) 3,792,810.56
--------------
$4,192,810.56
Total Common Stock (88.9%) $33,749,709.51
Bank money market and Treasury Bills (11.1%) 4,192,810.56
Cash and **Receivables, less liabilities (0.0%) -1,281.08
--------------
NET ASSETS (100%) $37,941,238.99
* Securities for which no cash dividends were paid during the fiscal year.
** Contingent gain: The fund may benefit or become entitled to shares or other
consideration because it is plaintiff in a class action lawsuit against
Bonneville Pacific Corporation, a former fund holding. At this time there
is no determinable value.
14
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997
ASSETS
Investment Securities at market value
(Cost: $27,177,422.43) (Notes 2A and 5) ..... $33,749,709.51
Bank money market deposits .................. 400,000.00
U.S. Treasury Bills at market ............... 3,792,810.56
Cash ........................................ 172,690.39
Receivables: Dividends ..................... 24,014.17
Interest ...................... 918.35
Securities Sold ............... 0.00
Subscriptions receivable ...... 115,761.12
--------------
Total Assets ................................ $38,255,904.10
LIABILITIES
Payables: Accrued Operating Expenses:
Accounting .................................. $341.00
Custodian ................................... 1,705.00
Directors Fees .............................. 611.47
State Taxes ................................. 399.74
Advisory fee ................................ 24,441.61
Regulatory fees ............................. 4,138.39
Printing .................................... 1,468.10
Bond ........................................ 2,658.52
Transfer Agent-Fund Plan Services ........... 4,129.72
Fund Pricing-Fund Plan Services ............. 2,526.50
Other ....................................... 1,022.82
--------------
$43,442.87
Securities Purchased ........................ 0.00
Redemptions Payable ......................... 10,050.87
Dividend distribution payable ............... 261,171.37
--------------
Total Liabilities ........................... $314,665.11
Net Assets at market, applicable to 1,182,903.576 outstanding shares after the
dividend. There were 1,111,377.131 shares on the record date (12/30/97) before
the dividend. There are eight million common shares authorized.
There is only one class of common stock. (note 3)
............................................. $37,941,238.99
15
<PAGE>
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDING DECEMBER 31, 1997
INVESTMENT INCOME AND EXPENSE
Income
Dividends .................................................. $523,501.67
Interest ................................................... 186,625.71
-----------
Total Income ............................................... $710,127.38
Expenses
Management Fee (note 4) .................................... $282,694.68
Custodian fees
United Missouri Bank ....................................... 20,075.00
State Taxes ................................................ 430.70
Accounting ................................................. 4,015.00
Directors .................................................. 2,621.07
Filing Fees ................................................ 11,169.00
Postage and Printing ....................................... 13,265.00
Bond and Insurance ......................................... 6,456.85
Transfer Agent-Fund Plan Services .......................... 41,561.00
Fund Pricing-Fund Plan Services ............................ 29,371.00
Other ...................................................... 10,020.00
-----------
Total Expenses ............................................. $421,679.30
Net Investment Income ...................................... $288,448.08
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Realized gain on investments (note 2B&5)
Proceeds from sales ........................................ $18,483,804.91
Cost of Securities Sold .................................... 16,304,597.56
-------------
Net Realized Gain .......................................... $2,179,207.35
Unrealized appreciation (depreciation) of investments:
Beginning of period ........................................ $5,164,210.77
End of period .............................................. 6,572,267.08
-------------
Total unrealized appreciation (depreciation) ............... $1,408,056.31
For the period.
Net realized and unrealized gain (loss)
on investments ............................................. $3,587,263.66
Net increase (decrease) in net assets
resulting from operations .................................. $3,875,711.74
16
<PAGE>
NEW ALTERNATIVES FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
YEAR END YEAR END
12/31/97 12/31/96
From Investment Activities:
Net Investment income ................... $288,448.08 $353,937.19
Net Realized gain from security
transactions ............................ 2,179,207.35 3,491,047.59
Unrealized appreciation
(depreciation) of investments ........... 1,408,056.31 426,790.92
------------- -------------
Increase (decrease) in net assets
derived from investment activities ...... $3,875,711.74 $4,271,775.70
------------- -------------
Distributions to Shareholders:
From net investment income
dividends to shareholders ............... ($288,422.67) ($353,837.68)
Distributions to
shareholders ............................ ($2,179,188.28) ($3,491,018.44)
From Capital Share Transactions:
Net increase (decrease) from capital
transactions (note 3) ................... $984,268.75 $2,886,185.03
Increase (decrease)
in net assets: .......................... $2,392,369.54 $3,313,104.61
Net Assets:
At the beginning of the period .......... $35,548,869.54 $32,235,764.84
-------------- --------------
At the end of the period ................ $37,941,238.99 $35,548,869.45
============== ==============
17
<PAGE>
NOTES TO FINANCIAL STATEMENT
FOR YEAR ENDING December 31, 1997
1) ORGANIZATION - The fund is registered as an open-end
investment company under the Investment Company Act of 1940, as amended.
The fund commenced operations September 3, 1982.
2) ACCOUNTING POLICIES - The following is a summary of significant
accounting policies consistently followed by the fund in the preparation
of these financial statements. The policies are in conformity with
generally accepted accounting principles:
A> SECURITY VALUATION - Listed investments are stated at
the last sale price at the closing of the New York Stock Exchange
and the American Stock Exchange and the NASD National Market System
on December 31, 1997 and at the mean between the bid and asked price
on the over the counter market.
B> SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -
Security transactions are accounted for on the trade date (date order
to buy or sell is executed). Realized gains and losses from security
transactions are reported on a first in, first out basis.
C> INVESTMENT INCOME AND EXPENSE RECOGNITION - Dividend
income is recorded as of the ex-dividend date. Expenses are accrued
on a daily basis.
D> FEDERAL INCOME TAXES - No provision for federal income
tax is believed necessary since the fund intends to distribute all
its taxable income to comply with the provisions of the Internal Revenue
Code applicable to investment companies. The aggregate cost of the
securities owned by the fund on December 31, 1997 for federal tax
purposes is $27,177,442.43.
3) CAPITAL STOCK - There are eight million shares of capital
stock authorized. On December 30, 1997 (the "record date") - 1,111,377.131
shares were issued and outstanding before the dividend, and on December
31, 1997 there were 1,182,903.576 shares after the dividend. Aggregate
paid in capital including reinvestment of dividends was $31,368,917.90.
Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
Year End 12/31/97 Year End 12/31/96
----------------- -----------------
Shares $ Amount Shares $ Amount
<S> <C> <C> <C> <C>
Capital stock sold 68,392.297 $2,195,444.11 75,270.800 2,427,524.58
Capital stock issued
reinvestment of divdend. 68,554.443 $2,198,834.61 113,185.546 3,494,044.05
Redemptions (105,757.199) (3,410,009.97) (93,430.127) (3,035,383.60)
----------- ------------ ---------- ------------
Net Increase. 31,189.541 $984,268.75 95,026.219 $2,886,185.03
</TABLE>
4) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES -
Pursuant to an agreement, Accrued Equities, Inc. serves as investment
advisor to the Fund. The Fund pays to Accrued Equities, Inc. an annual
management fee of 1.00% of the first $10 million of average net assets;
0.75% of the next $20 million; and 0.50% of net assets over $30 million
and 0.45% of assets over $100 million. If the net annual expenses
of the Fund (other than interest, taxes, brokerage commissions, extraordinary
expenses) exceed the most restrictive limitation imposed by any state
in which the Fund has registered its securities for sale (presently
2.5% in California) Accrued Equities reduces its management fee by
the amount of such excess expense. The expense ratio for the year
ending December 31, 1997 was 1.15%. The fund pays no renumeration
to its officers, each of whom is also an officer of Accrued Equities, Inc.
5) PURCHASES AND SALES OF SECURITIES - During the year period
ended December 31, 1997, the aggregate cost of securities purchased
totalled $18,509,057.42. Net realized gains were computed on a first
in, first out basis. The amount realized on sales of securities for
the year ended December 31, 1997 was $18,483,804.91
18
<PAGE>
APPLICATION FOR PURCHASE OF SHARES
New Alternatives Fund, Inc. Phone (800) 423-8383 for
General Inquiries
c/o First Data Investor Services Group Phone (610) 239-4600
for Account Status
P.O. Box 61503
3200 Horizon Drive
King of Prussia, PA 19406
I hereby remit $ ($2,500.00 minimum or $2,000 for an "IRA") to
be applied toward the purchase of shares and fractions thereof of New
Alternatives Fund, Inc.
Please register the shares as follows:
(Please Print or Type Clearly)
1. Account Registration (check one)
Phone #
---------------------------------------------------------------
area code telephone
[ ] Individual
---------------------------------------------------------
first name middle initial last name
[ ] Joint Tenant
-----------------------------------------------------
first name middle initial last name
[ ] Gifts to Minors as custodian for
-------------------- ---------------
name of custodian
under the Uniform Gifts to Minors Act
---------------------------
Name of State
[ ] Other
------------------------------------------------------------
Indicate name of corporation, other organization of fiduciary
capacity; if trustee, include date of trust instrument.
2. Mailing Address
---------------------------------------------------
street
- ----------------------------------------------------------------------
city state zip
3. Social Security (or Identification) Number
------------------------
(Use Social Security Number of
minor or custodian for minor
account.)
- ----------------------------------------------------------------------
I have received a copy of the Fund's Prospectus dated April 30, 1998.
I understand that dividends and distributions will be reinvested in
additional shares unless payment in cash is requested in writing. I
certify and affirm, under penalty of perjury, the above tax number
is correct. I am over the age of eighteen.
X
--------------------------------------------------------------------
Signature of Applicant Signature of Joint Owner Date
Mail this form, when completed, to New Alternatives Fund, Inc.,
c/o First Data Investor Services Group, P.O. Box 61053, King of Prussia,
PA 19406, together with a check payable to the order of New Alternatives
Fund, Inc., drawn in US currency on a bank in the United States.
To be completed by Broker, if any.
<PAGE>
TABLE OF CONTENTS
Prospectus Summary and Fee Table ...... 2
The Fund .............................. 4
Condensed Financial Data .............. 4
Investment Philosophy and Objectives .. 5
Broad Definitions ..................... 5
Social and Environmental Implications . 5
The Problem Creates the Potential ..... 5
Illustrations of Technologies ......... 6 NEW ALTERNATIVES
- --Photovoltaic ........................ 6 FUND, INC.
- --Conservation ........................ 6
- --Architectural ....................... 6
- --Natural Gas and Fuel Cells .......... 6
- --Biomass ............................. 6 [LOGO]
Hydroelectric ......................... 7
Wind Turbines ......................... 7
Recycling ............................. 7
Additional Alternatives 7
Certain Restrictions .................. 7
Management of the Fund ................ 7
Portfolio Managers .................... 8
Custodian, Transfer Agent,
and Dividend Paying Agent ............. 8 PROSPECTUS
Description of Shares ................. 8
Reports to Shareholders / Inquiries ... 9
Tax Status ............................ 9
Purchase of Shares .................... 10
Retirement Plans and IRA Accounts ..... 11
Net Asset Value 11
Redemption of Shares .................. 11
Legal Counsel ......................... 12
Pending Legal Proceedings ............. 12
Independent Accountant ................ 12
Financial Statement ................... 13
Order Form ............................ 19 April 30, 1998
To Purchase Shares Please Use
Order Form On Last Page
Of Prospectus (19)
Printed on recycled paper
<PAGE>
PART B File 2-74436
File 811-3287
NEW ALTERNATIVES FUND, INC.
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Page No.
Item 10. Cover Page........................................... 34
Item 11. Table of Contents.................................... 35
Item 12. General Information and History...................... 36
Item 13. Investment Objectives and Policies(see Prospectuspg9) 37
Item 14. Management of the Registrant(see Prospectus pg 18).. 40
Item 15. Control Persons and Principal Holders Of Securities
(see Prospectus pg 23)............................... 42
Item 16. Investment Advisory and Other Services (see
Prospectus pg l8).................................... 43
Item 17. Brokerage Allocation................................. 47
Item 18. Capital Stock and Other Securities(see Prospectus)...
Item 19. Purchase, Redemption and Pricing of Securities Being
Offered (see Prospectus pg 26-31)....................
Item 20. Tax Status (see Prospectus pg 24)....................
Item 21. Underwriters......................................... 47
Item 22. Calculation of Yield Quotation of Money Market Funds. N/A
Item 23. Financial Statements(see Prospectus pg 3)............ N/A
<PAGE>
1
STATEMENT OF ADDITIONAL INFORMATION April 30, 1998
File 811 3287
NEW ALTERNATIVES FUND, INC. File 2 74436
150 BROADHOLLOW ROAD #306
MELVILLE, NEW YORK 11747
(516) 423-7373
(800) 423-8383
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the prospectus of NEW ALTERNATIVES FUND, INC., dated
April 30, 1998. Requests for copies of the prospectus should be made by
writing to: NEW ALTERNATIVES FUND, INC., 150 BROADHOLLOW ROAD, MELVILLE, NEW
YORK 11747, ATTENTION: CORPORATE SECRETARY: or by calling the number listed
above.
TABLE OF CONTENTS
STATEMENT OF ADDITIONAL INFORMATION
Page No.
(Registration)(Statement)
General Information and History.................... 22 (1)
Investment Restrictions........................... 23-24 (2)
Directors and Officers............................. 25-26 (4)
Control Persons and Principal Holders of Securities 26 (5)
Investment Manager................................. 27-28 (6)
Brokerage Services................................. 28 (7)
Underwriters....................................... 29 (8)
GENERAL INFORMATION AND HISTORY
The Certificate of Incorporation of the Fund was filed in New York, on January
17, 1978. The Fund was an inactive corporation until it commenced it's
activities as a mutual fund on September 3, 1982. The original name of the
corporation, The Solar Fund, Inc., was changed to its present name on August 6,
1982.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
2
(Item 13)
INVESTMENT RESTRICTIONS
The following investment restrictions are deemed to be fundamental policies of
the Fund. As such, the Fund may not, without the affirmative vote of a majority
of its shareholders*:
l. Borrow money except from banks for temporary or emergency purposes in
an amount not in excess of five percent (5%) of the market value of its total
assets (not including the amount borrowed); except that the fund will not
invest in portfolio securities while outstanding borrowing exceeds five percent
(5%) of the market value of its assets. The Fund does not intend to borrow at
all.
2. Purchase on margin or sell short or write or purchase put or call
options.
3. Pledge any of its assets except that up to ten percent (10%) of the
market value of its total assets may be pledged in connection with borrowing
permitted by (1) above. The Fund does not intend to pledge any of its assets.
4. Lend any of its assets other than through the purchase of a portion of
publicly distributed notes, bonds, negotiable certificates of deposit or other
debt securities.
5. Underwrite or participate in any underwriting of securities, except to
the extent that, in connection with the disposition of portfolio investments,
the Fund may be deemed to be an underwriter under the federal securities law.
6. Buy more than ten percent (10%) of the outstanding voting securities of
any one issuer.
7. Buy securities of any company that (including its predecessors or
controlling persons) has not been in business at least three (3) continuous
years if such investment at the time of purchase would cause more than ten
percent (10%) of the total assets of the Fund (at market value) to be invested
in securities of such companies.
8. With respect to seventy-five percent (75%) of its assets (at market
value), invest more than five percent (5%) of such assets in securities of any
one issuer, other than the U.S. Government, its agencies or instrumentalities.
9. Buy or hold securities of any issuer if, to the knowledge of the Fund,
any Officer, Director or ten (10%) shareowner of the Manager owns individually
one-half (1/2) of one percent (l%) of a class of securities of such issuer, and
such persons owning one-half (1/2) of one percent (l%) of such class together
own beneficially more than five percent (5%) of such securities.
10. Purchase securities of any other investment company,
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
3
except as part of a merger, consolidation or other reorganization.
11. Participate, on a joint or joint and several basis, in
any trading account in securities.
12. Buy or sell any real estate, real estate mortgages, commodities or
commodity contracts.
13. Issue senior securities.
14. Invest more than ten percent (10%) of its total assets (at market
value) in securities the disposition of which would be subject to legal
restriction or securities for which there are no readily available market
quotations. The Fund does not intend to invest in any restricted securities or
securities for which there are not readily available market quotations.
15. The Company will not engage in arbitrage or trade for the control or
management of another company.
16. Purchase securities of companies outside the United States.
17. Invest more than twenty-five percent (25%) of the Fund's assets in any
single industry; excepting the solar and alternative energy industry as
described in the "Investment Objectives" and "Choice of Companies for
Investments" sections of the prospectus in which the Fund will always invest
more than twenty-five (25%) percent of its assets excepting for defensive
periods.
17(A).(Texas) Invest in warrants, valued at the lower of cost or market,
may not exceed 5% of the value of the Fund's assets. Included within that
amount, but not to exceed 2% of the value of the Fund's net assets, may be
warrants which are not listed on the New York or American Stock Exchange.
Warrants acquired by the Fund in units or attached to securities may be deemed
to be without value. The Fund will not invest in oil, gas or other mineral
leases. The preceding restriction (17A) is meant to comply with rules of the
Texas Securities Department.
- ---------------------------------------------------------------
When computing compliance with the percentage restrictions recited in
paragraphs (l) through (17), changes in the values of the Fund's assets due to
market action, which cause such value to be in excess of percentage limitations
stated above, will not be considered violations of these restrictions.
* A vote of a majority of outstanding securities shall be required,
pursuant to section (13a) of the Investment Company Act for any major changes
in policy or classification of securities or issuance of senior securities. A
"majority" of outstanding voting
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
4
securities is defined by Section 2(a)(42) of the Investment Company
Act of 1940 to mean the vote, at the annual or a special meeting of
the security holders of such company duly called, (a) 67 per centum
or more of the voting securities at such meeting, if the holders of
more that 50 per centum of the outstanding voting securities of
such company are present or represented by proxy; or (b) more than
50 per centum of the outstanding voting securities of such company,
whichever is less.
- ----------------------------------------------------------------
Item 14
DIRECTORS AND OFFICERS
*Maurice L. Schoenwald Age 77, member of New York
Director & (Chairman) (1947) & FLA (1978) Bar;
Vice President Fund Chairman and Founder;
Longboat Key, Florida author of articles on
BayShore, NY legal and investment
questions; former
faculty, Hofstra Univ.
*David J. Schoenwald Age 47, member of New York
Director, President Bar (1979); Fund
Secretary, Treasurer founder. Formerly re-
Huntington, New York porting staff of Newark
Star Ledger; now member,
Schoenwald & Schoenwald,
P.C., Attorneys; son of
Maurice L. Schoenwald
Arthur G Kaplan Age 74, admitted to
Director practice law, New York
Lake Oswego, Oregon (1951), Oregon (1956),
District of Columbia(1959);
formerly Assistant
Attorney General State of
Oregon; Asst. Counsel, two
U.S. Senate Subcommittees;
Special Counsel, Curtis
Publishing Co.; retired
as Director of Enforce-
ment, Office of Antiboy-
cott Compliance, U.S.
Dept. of Commerce.
Presently retired.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
5
Frank Tylinski Age 79, Industrial Eng-
Director ineer;Retired Great Neck,
New York as Pres., Tylinski
Associates, Inc.-Consul tants and
manufacturer's representatives of elect
ronic parts and supplies.
Sharon Reier Age 49, Financial Journ-
Director alist contributing to
Coconut Creek, Florida Business Week & Internat-
ional Herald Tribune. Former
Regional Editor Financial
World Magazine; Former
Editor with Board-Room;
former contributing editor
Institutional Investor;
formerly staff of Forbes
and American Banker.
Dorothy Wayner Age 59, President,
Director Dwayner/Communications/
New York Advertising/ and
Publishing,NY. MBA-New York University:
member and former officer board director
of Advertising Women of New York, a
private organization; President
Kaleidoscope Kids Inc., a non-profit
organization promoting creativity in
middle school kids.
Lee Clayton Age 70, R.N., M.S.; First
Director Fund Investor.Member Sierra
Huntington, New York Club and Nature Conservancy
Dudley Clayton Age 74,
Director Graduate education
Huntington, New York in Horticulture. Present
Director & retired
superintendent of
Pinelawn Memorial Park.
Outdoorsman and
environmentalist.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
6
Daniel Wolfson Age 37, Former Resource Manager,
Director Farm & Wilderness Foundation
Woodstock, Vermont Plymouth, VT. Developed
forest & Wildlife habitat
for conservation area. B.S.
Environmental studies,
Hampshire College; M.S.
Resource management, Antioch
University. Medical Student at
University of Vermont.
*Persons marked are interested persons within the meaning of the Investment
Company Act of 1940.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
7
Item 15
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The following persons own of record, or beneficiary 5% or more of the Funds
shares:
% OF TOTAL
NAME OWNERSHIP #SHARES ON 12/31/97
none
The number of shares and percentage of the total number of shares owned by
record or beneficially by the directors and officers of the Fund are
respectively 12,978. shares; 1.1%.
Item 16
INVESTMENT MANAGER
The Investment Manager is Accrued Equities, Inc., of 150 Broadhollow Road,
Melville, New York 11747, Telephone Number 516-423-7373. This is a New York
Corporation, organized in 1954.
The original investment clients of Accrued Equities, Inc. were
limited to legal clients of Maurice L. Schoenwald. Since 1966 the
company has offered investments to the public.
The controlling stockholder and President of the Investment
Manager is David J. Schoenwald. He is also President of the Fund.
David J. Schoenwald is presently serving as legal counsel to
Accrued Equities Inc. David J. Schoenwald is a member of the law
firm of Schoenwald & Schoenwald, P.C.
Maurice L Schoenwald is Vice President of the Investment Manager and
Chairman of the Board of Directors of the Fund. He is a minority stockholder of
Accrued Equities Inc.
Under the Management Agreement, the Manager receives a monthly fee from
the Fund at the following annual rates based on the average net assets of the
Fund at the end of each month:
ANNUAL RATE ASSETS
1%..............................First $10 million
.75%..............................Amounts over $10 million
.50%..............................Amounts over $30 million
.45%..............................Amounts over $100 million
Such fee is higher than that of some other mutual funds. For
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
8
the year ended December 31, 1997 the manager/advisor received $282,694.68 for
its advisory fee. For the year ended December 31, 1996 the manager received
$270.843 for its advisory fee. For the year ended December 31, 1995 the manager
received $250,562 for its advisory fee. For the year ended December 31, 1994
the manager received $249.899 for its advisory fee. For the year ended December
31, 1993 the manager received $249.232 for its advisory fee.
In addition to the management fee, the Fund pays other expenses incurred
in its operation including, among others, taxes, brokerage commissions, fees of
directors who are not affiliated with the manager, securities registration
fees, charges of custodians, shareholder services and transfer agent services,
dividend disbursing and reinvestment expenses, auditing and legal expenses, the
typesetting costs involved in the printing of the Prospectus sent to existing
shareowner, costs of shareowner's reports, and the cost of corporate meetings.
Sales expenses, including the cost of printing prospectuses for distribution to
non-shareholders are paid for by the manager.
Under the Management Agreement, if total expenses of the Fund for any
fiscal year, including the management fee, but excluding interest, taxes,
brokerage commissions and extraordinary expenses excludable by state laws,
exceed the applicable expense limitations set by state securities regulations
in those states in which the company may make regular sales, the Manager will
reduce its compensation by the amount by which such expenses exceed state
limitations. The Fund, at present, will not offer its shares in states with
expense limits of lower than two percent (2%) of net asset value.
The Manager will, as required, lease at the expense of the Fund office
space. Other Fund expenses include the cost of telephone equipment, and
supplies and customary clerical and professional services including preparation
of reports, forms, tax returns, distributions, shareholder inquiries, net asset
valuations, bookkeeping and like services.
The Management Agreement was approved by the Fund's Board of Directors
(including a majority of Independent Directors) and by the Fund`s Shareholders
on September 18, 1997.
The Management Agreement must be approved each year by (a) a vote of the
Board of Directors of the Fund, or (b) a vote of the shareowner, and in either
case, by a majority of the independent directors. Any changes in the terms of
the Management Agreement must be approved by the shareowner. The Management
Agreement automatically terminates upon its assignment. In addition, the
Management Agreement is terminable at any time without penalty by the Board of
Directors of the Fund or by a vote of the holders of a majority of the Funds
outstanding shares (as defined above) on sixty (60) days notice of the Manager
and by the manager on sixty
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
9
days notice to the Fund.
Item 17
BROKERAGE SERVICES
Accrued Equities, Inc., is a registered broker/dealer, but it will not
engage in brokerage or equity securities of the type which would be included in
the Fund's portfolio. No officer or Director of the Fund or its distributor is
associated with any firm having an economic interest in general stock brokerage
activities.
The choice of a broker will be made by the Manager without benefit to any
director or controlling person. Allocation of brokerage transactions, including
their frequency, will be made in the best judgement of the Manager and in a
manner deemed fair and reasonable to the shareholders, rather than by any
formula.
The primary consideration in all portfolio securities transactions is
prompt and reliable execution of orders at the most favorable net price.
However, as long as the primary consideration is satisfied, the manager may
give consideration in the selection of broker/dealers to the research provided
(including analysis and reports concerning issuers, industries, securities,
economic factors and trends) by such firms, and payment may be made of a fee
higher than that charged by another broker/dealer which does not provide
research services, provided the Manager deems such allocation of brokerage to
be fair and reasonable to the shareholders.
Item 18. Capital Stock: See Prospectus.
Item 19. Purchase, Redemption and Pricing: See Prospectus.
Item 20. Tax Status: See Prospectus.
Item 21
UNDERWRITERS
The principal distributor of the Fund is Accrued Equities,
Inc. of 150 Broadhollow Road, Melville, New York 11747. Fund
shares are offered on a best efforts continuous basis.
The aggregate commissions for the year end December 31, 1993 were
$189.968 and the amount retained by Accrued Equities Inc. was
$96,992.69. The aggregate commissions for the year end December
31, 1994 were $94,698.24 and the amount retained by Accrued
Equities Inc. was $55,427.66.The aggregate commissions for the year
ended December 31, 1995 were $80,748 and the amount retained by
Accrued Equities Inc. was $39,855. The aggregate commissions for
the year ended December 31, 1996 were $96,937. and the amount
retained by Accrued Equities was $48,539. The aggregate commissions
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
10
for the year ended December 31, 1997 were $92.234. and the amount
retained by Accrued Equities was $51,403.
PERIOD ENDING 12/31/97 COMPENSATION OF ACCRUED EQUITIES INC.
NAME OF UNDERWRITING COMPENSATION OTHER
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE COMPEN-
UNDERWRITER COMMISSIONS AND REPURCHASE COMMISSION SATION
Accrued
Equities,Inc. $51,403 -0- -0- *$282,448
*Advisory fee
Item 22. Calculation of Performance Data: See Annual Financial
Report. December 31, 1997.
Item 23. Financial Statements of Fund: See Prospectus. Complete audited
financial statements are part of the Prospectus. See Prospectus. All directors
presently receive $300 per year, except those affiliated with the Investment
Advisor. Directors travelling more than 500 miles once a year to the annual
meeting may have actual reimbursement for travel expense. This data appear in
the annual proxy statement to shareholders. Such affiliated persons receive all
compensation from the Investment Advisor and Principal Underwriter. No other
person or entity is compensated by the registrant excepting those entities and
persons as named in the Prospectus and financial statement.
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
PART C
File 2 74436
File 811 3287
OTHER INFORMATION
NEW ALTERNATIVES FUND, INC.
Item 24: Financial Statements and Exhibits
(a) All financial statements are included in the Prospectus.
(b) (1) Charter as now in effect. Exhibit #1 (Previously filed-
through Edgar system).
(2) By-Laws, Exhibit #2 (Previously filed, through Edgar system).
(3) Voting trust. Not applicable.
(4) Specimen stock certificate and specimen form of acknowledgement of
shares (Previously filed).
(5) Copy of Investment Management Agreement. Exhibit #4 (Previously
filed through Edgar system).
(6) Copy of Underwriting Agreement. Exhibit #5 (Previously filed with
Amendment(s) through Edgar system).
Sales Agreement previously filed.
(7) Profit Sharing and related plans. None.
(8) Copy of Custodian Agreement -(previously filed-United Missouri Bank).
(9) Copies of Material Agreements filed herein for through Edgar.
A. Transfer Agent: Fund Plan Services.
B. Accounting Services: Fund Plan Services.
C. Custody Administration: Fund Plan Services.
(10) Opinion of counsel. Exhibit #6. (Filed with 24F-2 statement)
(11) Other opinions and Consents Exhibits #7 and #8 (Previously filed)
Consent of Accountant).
(12) Financial Statements Part 17. (Included in Prospectus).
(13) Copies of agreements in connection with original capital. Exhibit #9
(Previously filed).
(14) Copies of Model Plan, etc. Not applicable.
(15) Copies of 12b-1 plan. None.
<PAGE>
File 2-74436
811-3287
Item 25:
Persons controlled by or under Common Control with the registrant. This
section is not applicable, excepting that David J. Schoenwald is the
controlling (55.1/2%) stockholder of Accrued Equities, Inc. Maurice l
Schoenwald is a minority (44.1/2%) stockholder of Accrued Equities Inc.
Maurice L. Schoenwald is Vice President and Chairman of the Board of Directors
of the Fund and owns 5229 shares or 0.04% of the Fund of record and
beneficially. David J. Schoenwald, President of the Fund and the son of
Maurice L. Schoenwald, owns 2315 shares(.02) the Fund.
Item 26:
There is only one class of securities, common stock, at one dollar par value.
There were 2566 holders of record of such shares on December 31, 1997.
Item 27:
In the event of a claim in connection with the securities registered, the
registrant will, unless in the opinion of Counsel the matter may be settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not indemnification is consistent with public policy as
expressed in the securities laws that may be applicable and will be governed
by the final adjudication of such issue.
On September 1, 1997 customary Directors and Officers Insurance was renewed
with Reliance Insurance Company, Philadelphia, Pa. Such insurance policy
requires and provides that the company (Fund) have in effect by-laws and
resolutions or provisions providing for indemnification to the Insured
permitted and or required under applicable law. The Board of Directors approved
all change in documents necessary to obtain such insurance. The Board of
Director, ratified the fund's insurance selection at the directors meeting on
September 18, 1997. There are now in effect provisions for
<PAGE>
indemnification of officers and directors to the extent permitted or required
under all applicable laws, including requirements of the Securities Act of
1933 and all of the rules and regulations thereunder.
Item 28: File 2-74436
811-3287
David J. Schoenwald is President of Accrued Equities Inc., and an attorney
licensed in the State of New York. The business address of Accrued Equities
Inc. and David J. Schoenwald is 150 Broadhollow Road, Melville, New York,
11747. Maurice L. Schoenwald, is Secretary of Accrued Equities, Inc., and an
attorney in private practice. Accrued Equities, Inc., has managed in the past
real property, loans, mortgages, and has been broker-dealer in investment
contracts and a broker of investment contracts for receiverships initiated by
the Securities Exchange Commission. The business address of Maurice L.
Schoenwald is 5270 Gulf of Mexico Dr., Long Boat Key, FL 34228.
Item 29:
The only Underwriter is Accrued Equities, Inc. Its relationship and history
are described in the Prospectus. There are no other underwriting
relationships. The President and majority shareholder of the underwriter is
David J. Schoenwald, of 150 Broadhollow Road, Melville, New York 11747. He is
also President of the Fund. The Vice President and minority shareholder of the
underwriter is Maurice L Schoenwald, of 5270 Gulf of Mexico Drive, Long Boat
Key, FL. He is Secretary of the Fund and Chairman of the Board of Directors of
the Fund. The underwriting is on a "best efforts" basis only. Checks for the
purchase of securities by the investors shall be made payable directly to the
"Fund". The role of the Underwriter is to organize, finance, manage,
advertise, promote, provide clerical services, administrative services, to act
as investment manager and to develop and control relationships with
broker/dealers when and if they arise.
The "Fund" will pay the Underwriter as described in the Prospectus. As sales
<PAGE>
agreements are executed with other licensed and qualified broker/dealers,
payments to them will be deducted from the payments due Accrued Equities, Inc.
There are no fees, commissions earnings past or future not fully described in
the Prospectus.
Item 30:
All books and records required will be in the care of David J Schoenwald,
President of the "Fund", or Maurice Schoenwald, Secretary of the Fund at 150
Broadhollow Road, Melville, NY 11747, except those within possession of the
Custodian described in the prospectus.
Item 31
There is no management service contract excepting those services described in
the Prospectus and exhibit four (previously filed).
UNDERTAKING
Item 31
(a) N/A
Item 33:
Synopsis..............(see Part A, Page 5 and 6).
<PAGE>
Kenneth D Katz
Certified Public Accountant
64 North Park Avenue
Rockville Centre, NY 11570
REPORT AND CONSENT OF INDEPENDENT ACCOUNTANT
To the Shareowners and Directors
of
New Alternatives Fund, Inc.
With reference to the Registration Statement (Form N-lA) of New Alternatives
Fund, Inc., I hereby consent to the use of my report dated January 21, 1998
for the period ending December 31, 1997 appearing in the Prospectus,
constituting a part of such registration statement, when such report is
accompanied by the financial statements referred to therein. I also consent to
the reference to myself in the Prospectus.
The examination referred to in the above mentioned report included an
examination of the supporting statements of this Registration Statement and,
in my opinion, such supporting statements presents fairly the information
required to be set forth therein in conformity with generally accepted
accounting principles.
/S/_________________________________
KENNETH D. KATZ, C.P.A.
Rockville Centre, New York
March 23rd, 1998
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Act of l940, the Registrant has caused this post-effective amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Village of Melville, of the State of New
York, on the 21st day of March 1998.
NEW ALTERNATIVES FUND, INC.
BY: /S/
David J Schoenwald
Pursuant to the requirements of the Securities Act of l933 and the Investment
Act of l940, the Registration Statement has been signed below by the following
persons in their capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/__________________ President, Director 3/21/98 David J Schoenwald
David J Schoenwald
/S/__________________ Vice President, 3/17/98 Maurice L Schoenwald
Maurice L Schoenwald Director (Chairman)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Act of 1940, the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/S/ President and 03/21/98
- --------------------- Director
David J. Schoenwald
/S/ Vice President,Secre- 03/21/98
- --------------------- tary, Treasurer and
Maurice L. Schoenwald Director
/S/ Director 03/12/98
- ---------------------
Arthur Kaplan
/S/ Director 03/10/98
- ---------------------
Frank Tylinski
Director
- ---------------------
Sharon Reier
Director
- ---------------------
Dorothy Wayner
/S/ Director 03/11/98
- ---------------------
Dudley Clayton
/S/ Director 03/11/98
- ---------------------
Lena Clayton
/S/ Director 03/12/98
- ---------------------
Daniel Wolfson
*Maurice L. Schoenwald as Attorney in Fact by Power of file incorporated by
reference
<PAGE>
SHAREHOLDER SERVICES AGREEMENT
This AGREEMENT, dated as of the First day of October, 1993, made by
and between New Alternatives Fund, Inc. ("New Alternatives") a corporation
operating as an open-end management investment company, duly organized and
existing under the laws of the State of New York and Fund/Plan Services, Inc.
("Fund/Plan"), a corporation duly organized and existing under the laws of the
State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, New Alternatives desires to appoint Fund/Plan as its
Transfer, Redemption and Dividend Disbursing Agent as set forth in this
Agreement and to perform certain other functions in connection with these
duties; and
WHEREAS, Fund/Plan is willing to perform such functions upon the terms
and conditions set forth below; and
WHEREAS, New Alternatives will cause to be provided certain
information to Fund/Plan as set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
New Alternatives shall refer to any series of shares issued
by the authority of the Board of Directors of New Alternatives Fund,
Inc.
Share Certificates shall mean the share certificates for the
Shares of New Alternatives.
Shareholders shall mean the registered owners from time to
time of the Shares of New Alternatives in accordance with the share
registry records of New Alternatives.
Shares shall mean the issued and outstanding shares of New
Alternatives.
Signature Guarantee shall mean that signatures will be guaranteed by
an "eligible guarantor institution" as defined in rule 17Ad-15 under the
Securities Exchange Act of 1934. Eligible guarantor institutions include banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations,
Shareholder Services Agreement between New Alternatives Fund, Inc. and Fund/
Plan Services, Inc.
Page 1 of 13 pages.
<PAGE>
clearing agencies and savings associations. Broker-dealers
guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be
authorized to issue signature guarantees. Signature guarantees will be
accepted from any eligible guarantor institution which participates in
a signature guarantee program.
Oral Instruction shall mean an authorization, instruction,
approval, item or set of data, or information of any kind transmitted
to Fund/Plan in person or by telephone, telegram, telecopy or other
mechanical or documentary means lacking original signature, by a
person or persons believed in good faith by Fund/Plan to be a person
or persons authorized by a resolution of the Board of Directors of New
Alternatives, to give Oral Instructions on behalf of New Alternatives.
Written Instruction shall mean an authorization, instruction,
approval, item or set of data or information of any kind transmitted
to Fund/Plan in original writing containing original signatures or a
copy of such document transmitted by telecopy including transmission
of such signature believed in good faith by Fund/Plan to be the
signature of a person authorized by a resolution of the Board of
Directors of New Alternatives to give Written Instructions on behalf
of New Alternatives.
TRANSFER AGENCY
Section 2. New Alternatives shall furnish to Company as Transfer Agent
a sufficient supply of blank Share Certificates and from time to time will
renew such supply upon the request of Company. Such blank Share Certificates
shall be signed manually or by facsimile signatures of officers of New
Alternatives authorized by law or the by-laws of New Alternatives to sign Share
Certificates and, if required, shall bear the corporate seal or a facsimile
thereof.
Section 3. Fund/Plan as Transfer Agent, shall make original issues of
Shares in accordance with Section 14 and 15 below and with New Alternatives's
Prospectus and Statement of Additional Information upon the written request of
New Alternatives and upon being furnished with (i) a certified copy of a
resolution or resolutions of the Board of Directors of New Alternatives
authorizing such issue; (ii) an opinion of counsel as to the validity of such
additional Shares; and (iii) necessary funds for the payment of any original
issue tax applicable to such additional Shares.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 2 of 13 pages.
<PAGE>
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by Fund/Plan upon surrender of outstanding Share
Certificates, (i) in form deemed by Fund/Plan to be properly endorsed for
transfer, (ii) with all necessary endorser's signatures guaranteed pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934 (as defined in Section 1
of this Agreement), accompanied by, (iii) such assurances as Fund/Plan shall
deem necessary or appropriate to evidence the genuineness and effectiveness of
each necessary endorsement, and (iv) satisfactory evidence of compliance with
all applicable laws relating to the payment or collection of taxes.
Section 5. When mail is used for delivery of Share Certificates,
Fund/Plan shall forward Share Certificates in "non-negotiable" form by
first-class mail, and Share Certificates in "negotiable" form by registered
mail, all mail deliveries to be covered while in transit to the addressee by
insurance arranged for by Fund/Plan.
Section 6. In registering transfers Fund/Plan as Transfer Agent may
rely upon the Uniform Commercial Code or any other statutes which, in the
opinion of counsel, protect Fund/Plan and New Alternatives in not requiring
complete documentation, in registering transfer without inquiry into adverse
claims, in delaying registration for purposes of such inquiry, or in refusing
registration where in its judgment an adverse claim requires such refusal.
Section 7. Fund/Plan as Transfer Agent may issue new Share
Certificates in place of Share Certificates represented to have been lost,
destroyed or stolen, upon receiving indemnity satisfactory to Fund/Plan and may
issue new Share Certificates in exchange for and upon surrender of mutilated
Share Certificates.
Section 8. In case any officer of New Alternatives who shall have
signed manually or whose facsimile signature shall have been affixed to blank
Share Certificates shall die, resign or be removed prior to the issuance of
such Share Certificates, Fund/Plan as Transfer Agent may issue or register such
Share Certificates as the Share Certificates of New Alternatives
notwithstanding such death, resignation or removal; and New Alternatives shall
file promptly with Fund/Plan such approval, adoption or ratification as may be
required by law.
Section 9. With respect to confirmed trades received by Fund/Plan as
Transfer Agent for New Alternatives, Fund/Plan shall periodically notify New
Alternatives of the current status of outstanding confirmed trades. Fund/Plan
is authorized to cancel confirmed trades which have been outstanding for thirty
(30) days. Upon such cancellation, the Transfer
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 3 of 13 pages.
<PAGE>
Agent shall instruct New Alternatives Accounting Agent to adjust the books of
New Alternatives accordingly.
Section 10. Fund/Plan will maintain stock registry records in the
usual form in which it will note the issuance, transfer and redemption of
Shares and the issuance and transfer of Share Certificates, and is also
authorized to maintain an account entitled Unissued Certificate Account in
which it will record the Shares and fractions issued and outstanding from time
to time for which issuance of Share Certificates is deferred. Fund/Plan is
responsible to provide New Alternatives reports of Fund Share purchases,
redemptions, and total Shares outstanding on the next business day after each
net asset valuation. Fund/Plan is authorized to keep records, which will be
part of the stock transfer records, in which it will note the names and
registered address of Shareholders and the number of Shares and fractions from
time to time owned by them for which no Share Certificates are outstanding.
Each Shareholder will be assigned a single account number even though Shares
for which Certificates have been issued will be accounted for separately.
Section 11. Fund/Plan will issue Share Certificates for Shares of New
Alternatives, only upon receipt of a written request from a Shareholder. In all
other cases, New Alternatives authorizes Fund/Plan to dispense with the
issuance and countersignature of Share Certificates whenever Shares are
purchased. In such case Fund/Plan as Transfer Agent, shall merely note on its
stock registry records the issuance of the Shares and fractions (if any), shall
credit the Unissued Certificate Account with the Shares and fractions issued
and shall credit the proper number of Shares and fractions to the respective
Shareholders. Likewise, whenever Fund/Plan has occasion to surrender for
redemption Shares and fractions owned by Shareholders, it shall be unnecessary
to issue Share Certificates for redemption purposes. New Alternatives
authorizes Fund/Plan in such cases to process the transactions by appropriate
entries in its Share transfer records, and debiting of the Unissued Certificate
Account and the record of issued Shares outstanding.
Section 12. Fund/Plan in its capacity as Transfer Agent will, in
addition to the duties and functions above-mentioned, perform the usual duties
and functions of a Stock Transfer Agent for a corporation. It will countersign
for issuance or reissuance Share Certificates representing original issue or
reissued Shares as directed by the Written Instructions of New Alternatives and
will transfer Share Certificates registered in the name of Shareholders from
one Shareholder to another in the usual manner. Fund/Plan may rely conclusively
and act
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 4 of 13 pages.
<PAGE>
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith and with reasonable and customary care, to be genuine and unaltered,
and to have been signed, countersigned, or executed by duly authorized person
or persons, or upon the instructions of any officer of New Alternatives, or
upon the advice of counsel for New Alternatives or for Fund/Plan. Fund/Plan,
while acting in good faith and with reasonable and customary care, may record
or may refuse to record any transfer of Share Certificates in its capacity as
Transfer Agent as it believes necessary, in order to avoid any liability either
to New Alternatives or to Fund/Plan. New Alternatives agrees to indemnify and
hold harmless Fund/Plan from and against any and all losses, costs, claims, and
liability which it may suffer or incur by reason of so relying or acting or
refusing to act.
Section 13. In case of any request or demand for the inspection of the
Share records of New Alternatives, Fund/Plan as Transfer Agent, shall endeavor
to notify New Alternatives and to secure instructions as to permitting or
refusing such inspection. However, Fund/Plan may exhibit such records to any
person in any case where it is advised by its counsel that it may be held
liable for failure to do so.
ISSUANCE OF SHARES
Section 14. Prior to the daily determination of net asset value in
accordance with New Alternatives's Prospectus and Statement of Additional
Information, Fund/Plan shall process all purchase orders received since the
last determination of New Alternatives's net asset value.
Fund/Plan shall calculate daily the amount available for investment in
Shares at the net asset value determined by Fund/Plan as pricing agent (see
Accounting Services Agreement) as of the close of trading on the New York Stock
Exchange, the number of Shares and fractional Shares to be purchased and the
net asset value to be deposited with the Custodian. Fund/Plan as agent for the
Shareholders, shall place a purchase order daily with New Alternatives for the
proper number of Shares and fractional Shares to be purchased and confirm such
number to New Alternatives in writing.
Section 15. Fund/Plan having made the calculations provided for in
Section 14, shall thereupon pay over the net asset value of Shares purchased to
the Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Unissued Certificate Account. The
Shares and fractional Shares purchased for each
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 5 of 13 pages.
<PAGE>
Shareholder will be credited by Fund/Plan to his separate account. Fund/Plan
shall mail to each Shareholder a confirmation of each purchase, with copies to
New Alternatives if requested. Such confirmations will show the prior Share
balance, the new Share balance, the Shares for which Stock Certificates are
outstanding (if any), the amount invested and the price paid for the newly
purchased Shares.
Fund/Plan may not issue Share Certificates until payment is cleared
and/or received. Fund/Plan shall use its best efforts to notify New
Alternatives of any new orders of $100,000 or greater.
REDEMPTIONS
Section 16. Fund/Plan shall, prior to the daily determination of net
asset value in accordance with New Alternatives's Prospectus and Statement of
Additional Information, process all requests from Shareholders to redeem Shares
and determine the number of Shares required to be redeemed to make monthly
payments, automatic payments or the like. Thereupon, Fund/Plan shall advise New
Alternatives of the total number of Shares available for redemption and the
number of Shares and fractional Shares requested to be redeemed. Fund/Plan as
Pricing Agent shall then determine the applicable net asset value, whereupon
Fund/Plan shall furnish New Alternatives with an appropriate confirmation of
the redemption and process the redemption by filing with the Custodian an
appropriate statement and making the proper distribution and application of the
redemption proceeds in accordance with New Alternatives's Prospectus and
Statement of Additional Information. The stock registry books recording
outstanding Shares, the Unissued Certificate Account and the individual account
of the Shareholder shall be properly debited.
Section 17. The proceeds of redemption shall be remitted by Fund/Plan
in accordance with New Alternatives's Prospectus and Statement of Additional
Information, by check mailed to the Shareholder at his registered address or
wired to an authorized bank account. If Share Certificates have been issued for
Shares being redeemed, then such Share Certificates and a stock power with a
Signature Guarantee pursuant to Rule 17Ad-15 under the Securities Exchange Act
of 1934 (as defined in Section 1 of this Agreement), shall accompany the
redemption request. If Share Certificates have not been issued to the redeeming
Shareholder, the signature of the Shareholder on the redemption request must be
similarly guaranteed. New Alternatives may authorize Fund/Plan to waive the
signature guarantee in certain cases by Written Instructions.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 6 of 13 pages.
<PAGE>
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, New Alternatives shall provide
Fund/Plan, from time to time, with Written Instructions concerning the time
within which such requests may be honored. Fund/Plan ages investments so as to
minimize the potential of the redemptions of shares for which a payment is not
received. Fund/Plan shall use its best efforts to notify New Alternatives of
any redemptions of $50,000 or greater.
DIVIDENDS
Section 18. Upon the declaration of each dividend and each capital
gains distribution by the Board of Directors of New Alternatives, New
Alternatives shall notify Fund/Plan of the date of such declaration, the amount
payable per share, the record date for determining the shareholders entitled to
payment, the payment, and the reinvestment date price.
Section 19. On or before each payment date New Alternatives will
transfer, or cause the Custodian to transfer, to Fund/Plan in its capacity as
Dividend Disbursing Agent, the total amount of the dividend or distribution
currently payable. Fund/Plan will, on the designated payment date,
automatically reinvest all dividends in additional Shares except in cases where
Shareholders have elected to receive distribution in cash, in which case
Fund/Plan will mail distribution checks to the Shareholders for the proper
amounts payable to them.
GENERAL PROVISIONS
Section 20. New Alternatives shall promptly cause to be turned over to
company, (i) an accurate list of Shareholders of New Alternatives showing the
proper registration, address, and number of Shares owned and whether such
shares are represented by outstanding Share Certificates or by non-certificated
Share accounts, and (ii) all Shareholder records, files and other materials
necessary or appropriate for proper performance of the functions assumed by
Fund/Plan under this Agreement (hereinafter called "Materials") and hereby
agrees to indemnify and hold Fund/Plan, its successors and assigns, harmless of
and from any and all expenses, damages, claims, suits, liabilities, actions,
demands, and losses whatsoever arising out of or in connection with any error,
omission, inaccuracy or other deficiency of such Materials, or out of the
failure of New Alternatives to provide any portion of such or to provide any
information needed by Fund/Plan to knowledgeably perform its functions.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 7 of 13 pages.
<PAGE>
Attached hereto is a list of all inaccuracies, omissions,
discrepancies, and other deficiencies in the Materials known to New
Alternatives until the close of business on September 30, 1993. New
Alternatives agrees to promptly advise Fund/Plan in writing of all additions to
or deletions from said list necessary to maintain the list in current status.
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Materials
delivered to Fund/Plan, to the extent such matters are disclosed to Fund/Plan
or are discovered by it and are relevant to its performance of its functions
under this Agreement. New Alternatives shall provide Fund/Plan with such
assistance as it may reasonably request in connection with its efforts to
correct such matters. New Alternatives agrees to pay Fund/Plan on a current and
ongoing basis for its reasonable time and costs expended on the correction of
such matters, said payment to be in addition to the fees and charges agreed to
for the normal services rendered under this Agreement.
Fund/Plan expressly makes no warranty or representation that any
error, omission or deficiency can be satisfactorily corrected. New Alternatives
further agrees that if Fund/Plan is subject to any claim, suit, or other
expense which, in Fund/Plan's reasonable judgment is due to any inaccuracy,
omission, discrepancy, or other deficiency of the Materials delivered to
Fund/Plan hereunder, or is due to failure to provide any record or material
required hereunder, New Alternatives shall pay Fund/Plan on a monthly basis for
all costs in connection therewith and indemnify and hold Fund/Plan harmless
from and against all costs in connection therewith, including all attorney fees
and costs, provided, however, that if such error, omission, inaccuracy or other
deficiency is caused directly or indirectly by gross negligence or reckless
disregard by Fund/Plan of its duties and responsibilities hereunder, New
Alternatives shall have no obligation to indemnify and hold harmless Fund/Plan,
its successors, or assigns.
Section 21. Fund/Plan shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend reinvestments, in which
will be noted the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each for which no Share Certificates are
outstanding. Fund/Plan agrees to make available upon request and to preserve
for the periods prescribed in Rule 31a-2 under the Investment Fund/Plan Act of
1940 any records relating to services provided under this
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 8 of 13 pages.
<PAGE>
Agreement which are required to be maintained by Rule 31a-1 under the Act.
Section 22. In addition to the services as Transfer Agent and Dividend
Disbursing Agent as above set forth, Fund/Plan will perform other services for
New Alternatives as agreed from time to time, including but not limited to,
preparation of and mailing Federal Tax Information Forms, mailing semi-annual
reports of New Alternatives, preparation of one annual list of Shareholders,
and mailing notices of Shareholders' meetings, proxies and proxy statements.
Section 23. Nothing contained in this Agreement is intended to or
shall require Fund/Plan in any capacity hereunder, to perform any functions or
duties on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange are closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which both the New York Stock Exchange and the
Custodian are open.
Section 24. New Alternatives agrees to pay Fund/Plan compensation for
its services and to reimburse it for expenses, as set forth in Schedule B
attached hereto, or as shall be set forth in amendments to such Schedule
approved by New Alternatives and Fund/Plan. New Alternatives authorizes
Fund/Plan to debit New Alternatives's custody account for invoices which are
rendered for the services performed for the applicable function. The invoices
for the service will be sent to New Alternatives after the debiting with the
indication that payment has been made.
Section 25.
(a) Fund/Plan, its directors, officers, employees, shareholders and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by New Alternatives in connection with the performance of
this Agreement, except a loss resulting from willful misfeasance, bad faith or
negligence on the part of Fund/Plan in the performance of its obligations and
duties under this Agreement. Fund/Plan will at all times provide serviced to
New Alternatives using normal standards of care.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee, or agent of New Alternatives, shall be deemed, when rendering
services to New Alternatives or acting on any business of New Alternatives
(other than services or business in connection with Fund/Plan's duties
hereunder), to be rendering such services to or acting solely for New
Alternatives and
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 9 of 13 pages.
<PAGE>
not as a director, officer, employee, shareholder or agent of, or one under the
control or direction of Fund/Plan even though paid by it.
(c) Notwithstanding any other provision of this Agreement, New
Alternatives shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which Fund/Plan may sustain or incur or
which may be asserted against Fund/Plan by any person by reason of, or as a
result of: (i) any action taken or omitted to be taken by Fund/Plan in good
faith and using normal standards of care hereunder; (ii) in reliance upon any
certificate, instrument, order, or stock certificate or other document
reasonably believed by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the Oral Instructions or Written
Instructions of an authorized person of New Alternatives or upon the opinion of
legal counsel for New Alternatives or its own counsel; or (iii) any action
taken or omitted to be taken by Fund/Plan in connection with its appointment in
good faith in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended,
or repealed. However, indemnification under this subparagraph shall not apply
to actions or omissions of Fund/Plan or its directors, officers, employees,
shareholders, or agents in cases of its or their own negligence, willful
misconduct, bad faith, or reckless disregard of its or their own duties
hereunder.
(d) Fund/Plan shall give written notice to New Alternatives within ten
(10) business days of receipt by Fund/Plan of a written assertion or claim of
any threatened or pending legal proceeding which may be subject to this
indemnification. However, the failure to notify New Alternatives of such
written assertion or claim shall not operate in any manner whatsoever to
relieve New Alternatives of any liability arising from this Section or
otherwise, except to the extent failure to give notice prejudices New
Alternatives.
(e) For any legal proceeding giving rise to this indemnification, New
Alternatives shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it
gives written notice to Fund/Plan within ten (10) business days of receiving
notice of such claim. Notwithstanding the foregoing, Fund/Plan may participate
in the litigation at its own expense through counsel of its own choosing. If
New Alternatives does choose to defend or prosecute such claim, then the
parties shall cooperate in the defense or prosecution thereof and shall furnish
such
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 10 of 13 pages.
<PAGE>
records and other information as are reasonably necessary.
(f) New Alternatives shall not settle any claim without Fund/Plan's
express written consent which shall not be unreasonably withheld. Fund/Plan
shall not settle any claim without New Alternatives's express written consent
which shall not be unreasonably withheld.
Section 26. Fund/Plan is authorized, upon receipt of Written
Instructions from New Alternatives, to make payment upon redemption of Shares
without a signature guarantee. New Alternatives hereby agrees to indemnify and
hold Fund/Plan, its successors and assigns, harmless of and from any and all
expenses, damages, claims, suits, liabilities, actions, demands, losses
whatsoever arising out of or in connection with a payment by Fund/Plan upon
redemption of Shares without a signature guarantee and upon the request of
Fund/Plan New Alternatives shall assume the entire defense of any action, suit
or claim subject to the foregoing indemnity. Fund/Plan shall notify New
Alternatives of any such action, suit or claim with thirty (30) days after
receipt by Fund/Plan of notice thereof.
Section 27. (a) The term of this Agreement shall be for a period of
three (3) years, commencing on the date hereof and shall continue in force from
year to year thereafter, but only so long as such continuance is approved, (1)
by Fund/Plan, (2) by vote, cast in person at a meeting called for the purpose,
of a majority of New Alternatives's Directors who are not parties to this
Agreement or interested person (as defined in the Act) of any such party, and
(3) by vote of a majority of New Alternatives's Board of Directors or a
majority of New Alternatives's outstanding voting securities.
(b) The fee schedule will be fixed for a one (1) year period from the
date of the Agreement. After the one (1) year period, the annual maintenance
fee will be increased by 5% on 10/01/94 and by 5% on 10/01/95.
(c) New Alternatives or Fund/Plan may, at any time during the term of
this agreement give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
not less than one hundred twenty (120) days after the giving of the notice.
Upon the effective termination date, New Alternatives shall pay to Fund/Plan
such compensation as may be due as of the date of termination and shall
likewise reimburse Fund/Plan for any out-of-pocket expenses and disbursements
reasonably incurred by Fund/Plan to such date.
(d) In the event that in connection with termination of this Agreement
a successor to
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 11 of 13 pages.
<PAGE>
any of Fund/Plan's duties or responsibilities under this Agreement is
designated by New Alternatives by written notice to Fund/Plan, Fund/Plan shall,
promptly upon such termination and at the expense of New Alternatives, transfer
all Required Records and shall cooperate in the transfer of such duties and
responsibilities.
Section 28. New Alternatives shall file with Fund/Plan a certified
copy of each resolution of its Board of Directors authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as provided in
Section 1 of this Agreement.
Section 29. This Agreement may be amended from time to time by a
supplemental agreement executed by New Alternatives and Fund/Plan.
Section 30. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective parties as follows:
If to New Alternatives: If to Fund/Plan:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
295 Northern Boulevard 2 West Elm Street
Great Neck, NY 11021 Conshohocken, PA 19428
Attention: David J. Schoenwald, Attention: James W. Stratton,
President President
Section 31. New Alternatives represents and warrants to Fund/Plan that
the execution and delivery of this Shareholder Services Agreement by the
undersigned officers of New Alternatives has been duly and validly authorized
by resolution of the Board of Directors of New Alternatives.
Section 32. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same
instrument.
Section 33. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by New Alternatives
without the written consent of Fund/Plan or by Fund/Plan without the written
consent of New Alternatives, authorized or approved by a resolution of its
Board of Directors.
Section 34. The Parties hereby agree to resolve any dispute arising
out of this
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 12 of 13 pages.
<PAGE>
agreement in accordance with the rules of the American Arbitration Association.
Section 35. No provision of this Agreement may be amended or modified,
in any manner nor will any such modification be binding except by a written
agreement properly authorized and executed by both Fund/Plan and New
Alternatives.
Section 36. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written.
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
/S/
- ------------------------------------ ----------------------------------
By: David J. Schoenwald, President By: James W. Stratton, President
/S/
- ------------------------------------ ----------------------------------
Attest: Maurice L. Schoenwald, Secretary Attest: Janet F. Davis, Secretary
(SEAL) (SEAL)
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Page 13 of 13 pages.
<PAGE>
SCHEDULE "A"
TRANSFER AGENCY/SHAREHOLDER SERVICES
FOR THE NEW ALTERNATIVES FUND, INC.
THE FOLLOWING IS A LIST OF TRANSFER AGENCY SERVICES TO BE PROVIDED
o Opening new accounts and entering demographic data into shareholder base.
o Real-time Customer Information File (CIF) to link accounts within the
Fund. Facilitates account maintenance, lead tracking, quality control,
household mailings and combined statements.
o 100% Quality Control of new accounts opened on a same-day basis. All of
the above information is checked by separate unit.
o Account Maintenance with quality control
o Processing all investments to include:
- initial investments
- subsequent investments through lock box computer interface
- pre-authorized investments through ACH
- government allotments through ACH
- wire trades.
o Establishing and maintaining Rights of Accumulation and Letters of Intent
with escrow handling as needed.
o Processing tax ID certifications and NRA processing and handling back-up
withholding.
o Processing regular and legal transfers of accounts.
o Responding to shareholder calls and written inquires. Calls will be
automatically recorded.
o Generating account statements with copies to appropriate interested
parties.
o Generating trade confirmations with copies to dealers, representatives and
fund.
o Redemption processing to include:
- complete and partial redemptions
- selected group redemptions
- wire trade redemptions.
o Interface to Fund/SERV System.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Schedule "A"; Page 1
<PAGE>
o Maintain dealer file by fund group to include dealer, branch,
representative number and name.
o Commission processing with up to four commission tables.
o 12b-1 trailing commissions system. *
o Issuing and canceling of certificates.
o Replacement of certificates through surety bonds. (Premium to be paid by
shareholder.)
o Processing dividends.
o Maintain Blue Sky reporting and produce daily and monthly reports. Daily
reports reflect a "warning system" that informs the Fund when it is within
a certain percentage of shares registered in a state, or within a certain
time period for permit renewal.
o Producing daily, monthly or periodic reports of shareholder activity.
o Producing shareholder lists, labels, ad hoc reports to management, etc. *
o Addressing, mailing, and tabulation of annual proxy cards, as necessary.
o Preparation of federal tax information forms to include 1099-DIV's,
1099-B's, 1042's, etc. to shareholders with tape to IRS.
o Microfilming and indexing in PC system of all application, correspondence
and other pertinent shareholder documents to provide automated location of
these records. Also, all checks presented for payment or check redemptions
are microfilmed.
o System access by PC dial-up or by dedicated line. *
o Automatic Shareholder Contact (ASC)
- Rate
- Price/Yield
- Account Balances
- Last Transaction
- Marketing Message
- Shareholder Survey
- Exchanges/Fulfillment
o Retirement Plan processing.
Additional Services Available if Desired
* Separate fees will apply for these services.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Schedule "A"; Page 2
<PAGE>
SCHEDULE "B"
FEE SCHEDULE FOR
NEW ALTERNATIVES FUND
~~~~~~~~~~~~~~~~~~~~~~~~~
The fees listed below reflect fees to be charged through October 1, 1995.
SHAREHOLDER SERVICES AND TRANSFER AGENT
I. The following is our schedule for Shareholder and Transfer Agent
Services:
A) Effective October 1, 1993
$13.20 per Account per Year
B) Effective October 1, 1994
$13.86 per Account per Year
C) Effective October 1, 1995
$14.55 per Account per Year
Minimum Monthly Fee - $2,000
II. Retirement Plan Fees: (if applicable)
$12.00 per Account - Annual Maintenance Fee
III. Fund/SERV Fees:
$5,000 - One-Time Start Up Fee
$50.00 - Monthly Connection Charge
IV. Accounts are calculated up to three decimal places and accounts with
zero shares are closed for billing purposes excepting until
appropriate 1099 and other forms for end of year reporting are
disposed of.
OUT-OF-POCKET EXPENSES
The Fund will reimburse Fund/Plan Services, Inc. monthly for all out-of-pocket
expenses, includes, but is not limited to, telephone, postage
telecommunications, special reports, record retention and special
transportation costs as incurred. The cost of copying and sending materials to
auditors for off-site audits will be an additional expense.
ADDITIONAL SERVICES
Activities of a non-recurring nature such as fund consolidations, mergers or
reorganizations will be subject to negotiation. Any enhanced services or
reports will be quoted upon request.
CONVERSION COSTS
Conversion of Transfer Agency records will be accomplished for $10,000.
Shareholder Services Agreement between New Alternatives Fund, Inc. and
Fund/Plan Services, Inc.
Schedule "B"
<PAGE>
ACCOUNTING SERVICES AGREEMENT
This AGREEMENT, dated as of the First day of October, 1993, made by
and between New Alternatives Fund, Inc. ("New Alternatives"), a corporation
operating as an open-end management investment company, duly organized and
existing under the laws of the State of New York, and Fund/Plan Services, Inc.
("Fund/Plan"), a corporation duly organized and existing under the laws of the
State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, New Alternatives desires to appoint Fund/Plan as its
Accounting Services Agent to maintain and keep current the books, accounts,
records, journals or other records of original entry relating to the business
of New Alternatives as set forth in Section 2 of this Agreement (the "Accounts
and Records") and to perform certain other functions in connection with such
Accounts and Records; and
WHEREAS, Fund/Plan is willing to perform such functions upon the
terms and conditions set forth below; and
WHEREAS, New Alternatives will cause to be provided certain
information to Fund/Plan as set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. New Alternatives shall promptly turn over to Fund/Plan the
Accounts and Records previously maintained by or for it, on behalf of the
Fund, as are necessary for Fund/Plan to perform its functions under this
Agreement. New Alternatives authorizes Fund/Plan to rely on such Accounts and
Records turned over to Fund/Plan and hereby indemnifies and holds Fund/Plan,
its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such Accounts and Records or the failure of New Alternatives to
provide any portion of such or to provide any information needed by Fund/Plan
to knowledgeably perform its functions.
Fund/Plan shall make reasonable efforts to isolate and correct any
inaccuracies, omissions, discrepancies, or other deficiencies in the Accounts
and Records delivered to Fund/Plan, to the extent such matters are disclosed
to Fund/Plan or are discovered by it and are relevant to its performance of
its functions under this Agreement; however, Fund/Plan
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 1 of 11 pages.
<PAGE>
expressly makes no warranty or representation that any error, omission or
deficiency can be satisfactorily corrected. New Alternatives shall provide
Fund/Plan with such assistance as it may reasonably request in connection with
its efforts to correct such matters. New Alternatives agrees to pay Fund/Plan
on a current and ongoing basis for its reasonable time and costs expended on
the correction of such matters at an hourly rate of $50.00 per hour, said
payment to be in addition to the agreed fees and charges for the normal
services rendered under this Agreement.
Section 2. For purposes of this Agreement, the terms Oral
Instructions and Written Instructions shall mean:
Oral Instruction: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to Fund/Plan in person or by
telephone, telegram, telecopy, or other mechanical or documentary
means lacking a signature, by a person or persons believed in good
faith by Fund/Plan to be a person or persons authorized by a
resolution of the Board of Directors of New Alternatives, to give
Oral Instructions on behalf of New Alternatives.
Written Instructions: The term Written Instruction shall
mean an authorization, instruction, approval, item or set of data or
information of any kind transmitted to Fund/Plan in original writing
containing original signatures or a copy of such document transmitted
by telecopy including transmission of such signature believed in good
faith by Fund/Plan to be the signature of a person authorized by a
resolution of the Board of Directors of New Alternatives to give
Written Instructions on behalf of New Alternatives.
New Alternatives shall file with Fund/Plan a certified copy of each
resolution of its Board of Directors authorizing execution of Written
Instructions or the transmittal of Oral Instructions as provided above.
Section 3. To the extent it receives the necessary information from
New Alternatives or its agents by Written or Oral Instructions, Fund/Plan
shall maintain and keep current the following Accounts and Records relating to
the business of New Alternatives, in such form as may be mutually agreed to
between New Alternatives and Fund/Plan:
(a) Cash Receipts Journal
(b) Cash Disbursements Journal
(c) Dividends Paid and Payable Schedule
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 2 of 11 pages.
<PAGE>
(d) Purchase and Sales Journals - Portfolio Securities
(e) Subscription and Redemption Journals
(f) Security Ledgers - Transaction Report and Tax Lot
Holdings Report
(g) Broker Ledger - Commission Report
(h) Daily Expense Accruals
(i) Daily Interest Accruals
(j) Daily Trial Balance
(k) Portfolio Interest Receivable and Income Journal
(l) Portfolio Dividend Receivable and Income Register
(m) Listing of Portfolio Holdings - showing cost, market
value and percentage of portfolio comprised of each
security.
The necessary information to perform the above functions and the
calculation of New Alternatives's net asset value as provided below is to be
furnished by Written or Oral Instructions to Fund/Plan daily (in accordance
with the time frame identified in Section 8)
prior to the close of trading on the New York Stock Exchange.
Section 4. Fund/Plan shall perform the ministerial calculations
necessary to calculate New Alternatives's net asset value daily, in accordance
with New Alternatives's current Prospectus and utilizing the information
described in this Section. Portfolio items for which market quotations are
available by Fund/Plan's use of automated financial information service
("Service") shall be based on the closing prices of such Service, except where
New Alternatives has given or caused to be given specific Written or Oral
Instructions to utilize a different value. All of the portfolio securities
shall be given such values as New Alternatives provides by Written or Oral
Instructions including all restricted securities and other securities
requiring valuation not readily ascertainable solely by such Service.
Fund/Plan shall have no responsibility or liability for the accuracy of prices
quoted or corporate action information supplied by such Service; for the
accuracy of the information supplied by New Alternatives; or for any loss,
liability, damage, or cost arising out of any inaccuracy of such data.
Fund/Plan shall have no responsibility or duty to include information or
valuations to be provided by New Alternatives in any computation unless and
until it is timely supplied to Fund/Plan in usable form. Fund/Plan shall
record corporate action information as received from the Custodian, the
Service, New Alternatives or its advisors as received. Fund/Plan shall have no
duty to gather or record corporate action information not supplied by these
sources.
Fund/Plan will assume no liability for price changes caused by: the
investment
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 3 of 11 pages.
<PAGE>
adviser(s), custodian, suppliers of security prices and corporate action and
dividend information, or any party other than Fund/Plan itself.
In the event an error is made by Fund/Plan which creates a price
change, consideration must be given to the effect of the price change and the
responsibility of other parties to review the work performed by Fund/Plan. If
under the terms of this Agreement, which shall include all Schedules attached
hereto, in addition to any supplemental information provided by New
Alternatives to Fund/Plan, another party should have, in performing its
duties, discovered the error and reported that error to Fund/Plan, Fund/Plan's
liability, if any, will not extend to net asset value ("NAV") errors
perpetuated beyond the date such error should have been discovered by the
other party.
The following is Fund/Plan's policy regarding liability for NAV
errors caused by Fund/Plan:
If the NAV should have been higher for a date or dates in
the past, the error would have the effect of having given more shares
to subscribers and less money to redeemers than they were entitled
to. Conversely, if the NAV should have been lower, the error would
have the effect of having given less shares to subscribers and
overpaying redeemers.
If the error affects the prior business day's NAV only, and
the prior day's work can be rerun before shareholder statements and
checks are mailed, New Alternatives hereby accepts this manner of
correcting the error.
If the error spans five (5) business days or less, Fund/Plan
shall reprocess shareholder purchases and redemptions where redeeming
shareholders have been underpaid. Fund/Plan shall assume liability to
New Alternatives for overpayments to shareholders who have redeemed.
If the error spans more than five (5) business days,
Fund/Plan would bear the liability to New Alternatives, 1) buying in
for excess shares given to shareholders if the NAV should have been
higher, or, 2) funding overpayments to shareholders who have redeemed
if the NAV should have been lower. The cost of any reprocessing
required for shareholders who have been credited with fewer shares
than appropriate, or for redeeming shareholders who are due
additional amounts of money will also be borne by Fund/Plan.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 4 of 11 pages.
<PAGE>
Section 5. For all purposes under this Agreement, Fund/Plan is
authorized to act upon receipt of the first of any Written or Oral Instruction
it receives from New Alternatives or its agents on behalf of New Alternatives.
In cases where the first instruction is an Oral Instruction that is not in the
form of a document or written record, a confirmatory Written Instruction or
Oral Instruction in the form of a document or written record shall be
delivered, and in cases where Fund/Plan receives an Instruction, whether
Written or Oral, to enter a portfolio transaction on the records, New
Alternatives shall cause the broker/dealer to send a written confirmation to
Fund/Plan. Fund/Plan shall be entitled to rely on the first Instruction
received, and for any act or omission undertaken in compliance therewith shall
be free of liability and fully indemnified and held harmless by New
Alternatives, provided however, that in the event a Written or Oral
Instruction received by Fund/Plan is countermanded by a timely later Written
or Oral Instruction received by Fund/Plan prior to acting upon such
countermanded Instruction, Fund/Plan shall act upon such later Written or Oral
Instruction. The sole obligation of Fund/Plan with respect to any follow-up or
confirmatory Written Instruction, Oral Instruction in documentary or written
form, or broker/dealer written confirmation shall be to make reasonable
efforts to detect any such discrepancy between the original Instruction and
such confirmation and to report such discrepancy to New Alternatives. New
Alternatives shall be responsible, at New Alternatives's expense, for taking
any action, including any reprocessing, necessary to correct any discrepancy
or error, and to the extent such action requires Fund/Plan to act, New
Alternatives shall give Fund/Plan specific Written Instructions as to the
action required.
Section 6. New Alternatives shall cause New Alternatives's Custodian
to forward to Fund/Plan a daily statement of cash and portfolio transactions
and, at the end of each month, New Alternatives shall cause New Alternatives's
Custodian to forward to Fund/Plan a monthly statement of portfolio assets and
transactions, which will be reconciled with Fund/Plan's Accounts and Records
maintained for New Alternatives. Fund/Plan will report any discrepancies to
the Custodian, and report any unreconciled items to New Alternatives.
Section 7. Fund/Plan shall promptly supply daily and periodic reports
concerning New Alternatives as requested by New Alternatives and agreed upon
by the Parties.
Section 8. New Alternatives shall provide, and shall require each of
its agents (including without limitation, its Transfer Agent and its
Custodian) to provide to Fund/Plan, as of the close of each business day, or
on such other schedule as New Alternatives
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 5 of 11 pages.
<PAGE>
determines is necessary, Written or Oral Instructions (to be delivered to
Fund/Plan by 11:00 AM Eastern Time the next following business day) containing
all data and information necessary for Fund/Plan to maintain New
Alternatives's Accounts and Records, and Fund/Plan may conclusively assume
that the information it receives by Written or Oral Instructions is complete
and accurate. Fund/Plan Services, as Transfer Agent, accepts responsibility
for providing reports of share purchases, redemptions, and total shares
outstanding on the next business day after each net asset valuation.
Section 9. The Accounts and Records, in format as agreed upon by the
Parties and maintained by Fund/Plan, shall be the property of New
Alternatives, and shall be made available to New Alternatives promptly upon
request and shall be maintained for the periods prescribed in Rule 31a-2 under
the Investment Fund/Plan Act of 1940, as amended. Fund/Plan shall assist New
Alternatives's independent auditors, or upon approval of New Alternatives, or
upon demand, any regulatory body, in any requested review of New
Alternatives's Accounts and Records, but, Fund/Plan shall be reimbursed for
all expenses and employee time invested in any such review of New
Alternatives's Accounts and Records outside of routine and normal periodic
review and audits. Upon receipt from New Alternatives of the necessary
information, Fund/Plan shall supply the necessary data for New Alternatives or
accountant's completion of any necessary tax returns, questionnaires, periodic
reports to Shareholders and such other reports and information requests as New
Alternatives and Fund/Plan shall agree upon from time to time.
Section 10. In case of any request or demand for the inspection of
the Share records of New Alternatives, Fund/Plan, as Accounting Services
Agent, shall endeavor to notify New Alternatives and to secure instructions as
to permitting or refusing such inspection. Fund/Plan may, however, exhibit
such records to any person in any case where it is advised by its counsel that
it may be held liable for failure to do so.
Section 11. Fund/Plan and New Alternatives may from time to time
adopt such procedures as they agree upon in writing, and Fund/Plan may
conclusively assume that any procedure approved by New Alternatives or
directed by New Alternatives does not conflict with or violate any
requirements of its Prospectus, Articles of Incorporation, By-Laws, or any
rule or regulation of any regulatory body or governmental agency. New
Alternatives shall be responsible for notifying Fund/Plan of any changes in
regulations or rules which might necessitate changes in Fund/Plan's
procedures, and for working out with Fund/Plan
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 6 of 11 pages.
<PAGE>
such changes.
Section 12.
(a) Fund/Plan, its directors, officers, employees, shareholders, and
agents, shall not be liable for any error of judgment or mistake of law or for
any loss suffered by New Alternatives in connection with the performance of
this Agreement, except losses resulting from willful misfeasance, bad faith or
negligence on the part of Fund/Plan in the performance of its obligations and
duties under this Agreement. Fund/Plan will at all times provide services to
New Alternatives using normal standards of care.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee or agent of New Alternatives, shall be deemed, when rendering
services to New Alternatives or acting on any business of New Alternatives
(other than services or business in connection with Fund/Plan's duties
hereunder), to be rendering such services to or acting solely for New
Alternatives and not as a director, officer, employee, shareholder or agent
of, or one under the control or direction of Fund/Plan, even though that
person is receiving a salary from Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, New
Alternatives shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which Fund/Plan may sustain or incur or
which may be asserted against Fund/Plan by any person by reason of, or as a
result of: (i) any action taken or omitted to be taken by Fund/Plan in good
faith hereunder; (ii) in reliance upon any certificate, instrument, order or
stock certificate or other document reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person,
upon the Oral Instructions or Written Instructions of an authorized person of
New Alternatives or upon the opinion of legal counsel for New Alternatives or
its own counsel; or (iii) any act, which in good faith is taken or omitted to
be taken by Fund/Plan in connection with its appointment under the terms of
this Agreement, in reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been altered, changed,
amended, or repealed. Indemnification under this subparagraph shall not,
however, apply to actions or omissions of Fund/Plan or its directors,
officers, employees, shareholders, or agents in cases of its or their own
negligence, willful misconduct, bad faith, or reckless disregard of its or
their own duties hereunder.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 7 of 11 pages.
<PAGE>
(d) Fund/Plan shall give written notice to New Alternatives within
ten (10) business days of receipt by Fund/Plan of a written assertion or claim
of any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify New Alternatives of such written
assertion or claim shall not, however, operate in any manner whatsoever to
relieve New Alternatives of any liability arising from this Section or
otherwise, except to the extent failure to give notice prejudices New
Alternatives.
(e) For any legal proceeding giving rise to this indemnification, New
Alternatives shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it
gives written notice to Fund/Plan within ten (10) business days of receiving
notice of such claim. Notwithstanding the foregoing, Fund/Plan may participate
in the litigation at its own expense through counsel of its own choosing. If
New Alternatives does choose to defend or prosecute such claim, then the
parties shall cooperate in the defense or prosecution thereof and shall
furnish such records and other information as are reasonably necessary.
(f) New Alternatives shall not settle any claim without Fund/Plan's
express written consent which shall not be unreasonably withheld. Fund/Plan
shall not settle any claim without New Alternatives's express written consent
which shall not be unreasonably withheld.
Section 13. All financial data provided to, processed by, and
reported by Fund/Plan under this Agreement shall be stated in United States
dollars. Fund/Plan shall have no obligation to convert to, equate, or deal in
foreign currencies or values, and expressly assumes no liability for any
currency conversion or equation computations relating to the affairs of the
Fund.
Section 14. New Alternatives agrees to pay Fund/Plan compensation for
its services and to reimburse it for expenses, as set forth in Schedule B
attached hereto, and as shall be set forth in amendments to such Schedule
approved by New Alternatives and Fund/Plan. New Alternatives authorizes
Fund/Plan to debit New Alternatives's Custody account for invoices which are
rendered for the services performed for the accounting agent function. The
invoices for the service will be sent to New Alternatives after the debiting
with the indication that payment has been made.
Section 15. Nothing contained in this Agreement is intended to or
shall require Fund/Plan, in any capacity hereunder, to perform any functions
or duties on any holiday, day
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 8 of 11 pages.
<PAGE>
of special observance or any other day on which the New York Stock Exchange is
closed. Functions or duties normally scheduled to be performed on such days
shall be performed on, and as of, the next succeeding business day on which
the New York Stock Exchange is open. Notwithstanding the foregoing, Fund/Plan
shall compute the net asset value of New Alternatives on each day required
pursuant to Rule 22c-1 promulgated under the Investment Fund/Plan Act of 1940,
as amended.
Section 16.
(a) This Agreement shall go into effect on October 1, 1993 and shall
continue in effect for three (3) years from the Effective Date. This Agreement
shall continue in force from year to year thereafter, but only so long as such
continuance is approved, (1) by Fund/Plan, and (2) by approval of the officers
of New Alternatives Fund, Inc.
(b) The fee schedule will be fixed for a one (1) year period from the
date of the Agreement. After the one (1) year period, the annual minimum fee
will be increased by 5% on October 1, 1994 and by 5% on October 1, 1995.
(c) New Alternatives or Fund/Plan may give written notice to the
other of the termination of this Agreement, such termination to take effect at
the time specified in the notice, but not less than one hundred twenty (120)
days after the giving of the notice. Upon the effective termination date, New
Alternatives shall pay to Fund/Plan such compensation as may be due as of the
date of termination and shall likewise reimburse Fund/Plan for any
out-of-pocket expenses and disbursements reasonably incurred by Fund/Plan to
such date.
(d) In the event that in connection with termination of this
Agreement a successor to any of Fund/Plan's duties or responsibilities under
this Agreement is designated by New Alternatives by written notice to
Fund/Plan, Fund/Plan shall, promptly upon such termination and at the expense
of New Alternatives, transfer all Required Records and shall cooperate in the
transfer of such duties and responsibilities.
Section 17. Except as otherwise provided in this Agreement, any
notice or other communication required by or permitted to be given in
connection with this Agreement shall
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 9 of 11 pages.
<PAGE>
be in writing, and shall be delivered in person or sent by first class mail,
postage prepaid to the respective parties as follows:
If to New Alternatives: If to Fund/Plan:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
295 Northern Boulevard 2 West Elm Street
Great Neck, NY 11021 Conshohocken, PA 19428
Attention: David J. Schoenwald Attention: James W. Stratton,
President President
Section 18. This Agreement may be amended from time to time by
supplemental agreement executed by New Alternatives and Fund/Plan and the
compensation stated in Schedule "B" attached hereto may be adjusted
accordingly as mutually agreed upon.
Section 19. New Alternatives represents and warrants to Fund/Plan
that the execution and delivery of this Agreement by the undersigned officers
of New Alternatives has been duly and validly authorized by resolution of the
Board of Directors of New Alternatives.
Section 20. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
Section 21. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by New Alternatives
without the written consent of Fund/Plan or by Fund/Plan without the written
consent of New Alternatives, authorized or approved by a resolution of its
respective Board of Directors.
Section 22. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. In addition, the parties hereby agree that the
venue of any action arising under this Agreement shall be Montgomery County,
Commonwealth of Pennsylvania.
Section 23. No provision of this Agreement may be amended or modified
in any manner except by a written agreement properly authorized and executed
by both Fund/Plan and New Alternatives.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 10 of 11 pages.
<PAGE>
Section 24. If any part, term or provision of this Agreement is held
by any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
Section 25. The Parties hereby agree to resolve any dispute arising
out of this agreement in accordance with the rules of the American Arbitration
Association.
IN WITNESS WHEREOF, the pa rties have caused this Agreement
consisting of eleven type-written pages, together with Schedules A & B, to be
signed by their duly authorized officers and their corporate seals hereunto
duly affixed and attested, as of the day and year first above written:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
/S/
- ------------------------------------ --------------------------------
By: David J. Schoenwald, President By: James W. Stratton, President
/S/
- ------------------------------------ --------------------------------
Attest: Maurice L. Schoenwald, Secretary Attest: Janet F. Davis, Secretary
(SEAL) (SEAL)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Page 11 of 11 pages.
<PAGE>
SCHEDULE "A"
ACCOUNTING & PORTFOLIO VALUATION SERVICES FOR
THE NEW ALTERNATIVES FUND
DAILY ACCOUNTING SERVICES
1) Calculate Net Asset Value Per Share:
o Update the daily market value of securities held by the Fund
using Fund/Plan Services' standard agent for pricing
domestic equity and bond securities. The standard equity
pricing service is Quotron Systems, Inc. and Muller Data
Corporation is used for bond prices.
o If necessary, enter manual prices supplied by New
Alternatives and/or broker.
o Prepare NAV proof sheet. Review components of change in NAV
for reasonableness.
o Review variance reporting on-line and in hard copy for price
changes in individual securities using variance levels
established by New Alternatives. Verify US dollar security
prices exceeding variance levels by notifying New
Alternatives and pricing sources of noted variances.
o Review for ex-dividend items indicated by pricing sources;
trace to general ledger for agreement.
o Communicate required pricing information (NAV/POP) to New
Alternatives, Transfer Agent and, electronically, to NASDAQ.
2) Determine and Report Cash Availability to Fund by 9:30 AM Eastern
Time:
o Receive daily cash and transaction statements from the
Custodian by 8:30 AM Eastern time.
o Receive daily shareholder activity reports from the Fund's
Transfer Agent by 8:30 AM Eastern time.
o Fax hard copy Cash Availability calculations with all
details to New Alternatives.
o Supply client with 5-day cash projection report.
o Prepare and complete daily bank cash reconciliations
including documentation of any reconciling items and notify
the custodian/client.
3) Reconcile and Record All Daily Expense Accruals:
o Accrue expenses based on New Alternatives' supplied budget
either as
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 1
<PAGE>
percentage of Fund's net assets or specific dollar amounts.
o If applicable, monitor expense limitations established by
client.
o If applicable, accrue daily amortization of organizational
expense.
o If applicable, complete daily accrual of 12(b)1 expenses.
4) Verify and Record All Daily Income Accruals for Debt Issues:
o Review and verify all system generated Interest and
Amortization reports.
o Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.
5) Monitor Domestic Securities Held for Cash Dividends, corporate
actions and capital changes such as splits, mergers, spinoffs, etc.
and process appropriately. o Monitor electronically received
information from Muller Data Corporation for all domestic securities.
o Review current daily security trades for dividend activity.
o Interface with Custodian to monitor timely collection and
postings of corporate actions, dividends and interest.
6) Enter All Security Trades on Investment Accounting System (IAS) based
on written instructions from the client or custodian. o Review system
verification of trade and interest calculations. o Verify settlement
through the Custodian statements. o Maintain security ledger
transaction reporting.
o Maintain tax lot holdings.
o Determine realized gains or losses on security trades.
o Provide complete broker commission reporting.
7) Enter All Fund Share Transactions on IAS:
o Process activity identified on the Transfer Agent reports.
o Verify settlement through the Custodian statements.
o Reconcile to the Fund/Plan Services' Transfer Agent report
balances.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 2
<PAGE>
8) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense accounts)
o Post manual entries to the general ledger.
o Post custodian bank activity.
o Post shareholder and security transactions.
o Post and verify system generated activity, i.e., income and
expense accruals.
o Prepare general ledger net cash proof used in NAV
calculation.
9) Review and Reconcile With Custodian Statements:
o Verify all posted interest, dividends, expenses, and
shareholder and security payments/receipts, etc.
(Discrepancies will be reported to and resolved by the
Custodian.)
o Post all cash settlement activity to the Trial Balance.
o Reconcile to ending cash balance accounts.
o Clear IAS subsidiary reports with settled amounts.
o Track status of past due items and failed trades handled by
the Custodian.
10) Submission of Daily Accounting Reports to New Alternatives:
(Additional reports readily available.)
o Trial Balance
o Portfolio Valuation (listing inclusive of holdings, costs,
market values, unrealized appreciation/depreciation and
percentage of portfolio comprised of each security).
o NAV Calculation Report
o Cash Availability
o 5-Day Cash Projection Report
MONTHLY ACCOUNTING SERVICES
1) Full Financial Statement Preparation (automated Statements of Assets
and Liabilities, of Operations and of Changes in Net Assets) and
submission to client by 10th business day.
2) Submission of Monthly Automated IAS Reports to Fund:
o Security Purchase/Sales Journal
o Interest and Maturity Report
o Brokers Ledger (Commission Report)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 3
<PAGE>
o Security Ledger Transaction Report with Realized
Gains/Losses
o Security Ledger Tax Lot Holdings Report
o Additional reports available upon request.
3) Reconcile Accounting Asset Listing to Custodian Asset Listing: Report
any security balance discrepancies to the custodian/New Alternatives.
4) Provide Monthly Analysis and Reconciliation of Additional Trial
Balance Accounts, such as:
o Security cost and realized gains/losses
o Interest/dividend receivable and income
o Payable/receivable for securities purchased and sold
o Payable/receivable for fund shares; issued and redeemed
o Expense payments and accruals analysis
5) If Appropriate, Prepare and Submit to New Alternatives:
o SEC yield reporting (non-money market funds with domestic
and ADR securities only).
o Income by state reporting
o Standard Industry Code Valuation Report
o Alternative Minimum Tax Income segregation schedule
ANNUAL (AND SEMI-ANNUAL) ACCOUNTING SERVICES
1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during
the year in accordance with standard audit assistance requirements.
2) Provide NSAR Reporting (Accounting Questions):
If applicable, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62,
63, 64B, 71, 72, 73, 74, 75, 76
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 4
<PAGE>
ACCOUNTING SERVICES UNIT BASIC ASSUMPTIONS FOR
THE NEW ALTERNATIVES FUND
The Fund/Plan Accounting Services Unit (ASU) is pleased to offer New
Alternatives Fund (the "Fund") the comprehensive level of service necessary
for proper portfolio accounting and valuation.
The Accounting fees as proposed, are based on certain assumptions
made from discussions with and information received from Dave Schoenwald. To
the extent these assumptions and requirements should change, fee revisions may
be necessary.
BASIC ASSUMPTIONS:
1) The Fund's Administrator will complete all necessary prospectus and
compliance reports (Sub-Chapter "M"), as well as monitoring of the
various limitations and restrictions.
2) The Fund's security trading activity will remain comparable to the
statistics identified by Dave Schoenwald, i.e., approximately 15
trades per month.
3) The number of securities and portfolio asset composition (i.e.,
Treasury Bills and domestic stocks) in the Fund will be comparable to
the May, 1993 portfolio for which we maintain Custody.
4) The Fund has a tax year-end which coincides with its fiscal year-end.
No additional accounting requirements are necessary to identify or
maintain book-tax differences.
To the extent tax accounting for certain securities differs from the
book accounting, it will be done by the Fund's Administrator or the
Fund's Independent Accountant. We would recommend book/tax
differences be minimized.
The Accounting Services Unit will supply segregated Trial Balance
account details to assist the administrator in proper identification
by category of all appropriate gains/losses.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 5
<PAGE>
5) The Fund would foresee no difficulty in using Fund/Plan's standard
current pricing agents for domestic equity and bonds. We currently
use Quotron Systems, Inc. for domestic equities and Muller Data
Corporation for bonds.
It is assumed that the Accounting Unit will work closely with New
Alternatives to ensure the accuracy of the Fund's NAV and to obtain
the most satisfactory pricing sources and specific methodologies
prior to the actual conversion date.
6) To the extent the Fund requires daily security prices (limited in
number) from specific brokers for domestic securities, these manual
prices will be obtained by the Fund's Investment Advisor (or brokers)
and faxed to ASU by approximately 4:00 PM Eastern time for inclusion
in the NAV calculations. New Alternatives will supply ASU with the
appropriate pricing contacts for these manual quotes.
Based on our current clients' experience, we believe the Fund's
Investment Advisor will have better success in obtaining accurate and
timely broker quotes on a more consistent basis than Fund/Plan
Services.
7) To the extent the Fund should ever purchase/hold open-end registered
investment companies (RIC's), procedural discussions should take
place between ASU and Fund management clarifying the appropriate
pricing and dividend rate sources. Depending on the methodologies
selected by the Fund, additional fees may apply.
8) ASU will supply daily Portfolio Valuation Reports to the Fund's
Investment Advisor or manager identifying current security positions,
original/amortized cost, security market values and changes in
unrealized appreciation/depreciation.
It will be the responsibility of the Fund's Investment Advisor to
review these reports and to promptly notify ASU of any possible
problems, trade discrepancies, incorrect security prices or corporate
action/capital change information that could result in a misstated
Fund NAV.
9) The Fund does not expect to invest in Futures or Foreign (non-US
dollar denominated) Securities. To the extent these investment
strategies should change, additional fees will apply after the
appropriate procedural discussions have taken place between ASU and
Fund management. (Advance notice is requested should the Fund
commence trading in these investments.)
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 6
<PAGE>
10) It is assumed for all debt issues that the Advisor will supply the
Accounting Unit with critical income information such as accrual
methods, interest payment frequency details, coupon payment dates,
floating rate reset dates and complete security descriptions with
issue types and CUSIP numbers.
11) The custodian will provide the Accounting Unit with daily custodian
statements reflecting all prior day cash activity on behalf of each
portfolio by 8:30 AM Eastern time. Complete and clear descriptions of
any postings, inclusive of CUSIP numbers, interest/dividend payment
dates, capital stock details, expense authorizations,
beginning/ending balances, etc. will be provided by the custodian's
reports or system.
12) The Fund's custodian will supply capital change information and
interest rate changes to Accounting in a timely manner. The advisor
will supplement and support as appropriate.
13) The custodian will handle and report on all settlement problems,
failed trades and resolve unsettled dividends/interest and capital
changes. Additionally, the custodian will process all applicable
capital change paperwork based upon advice from New Alternatives. ASU
will supply segregated Trial Balance reporting and supplemental
reports to assist in this process.
14) To the extent applicable, Accounting will maintain US dollar
denominated qualified covered call options and index options
reporting on the daily Trial Balance and value the respective options
and underlying positions daily. To the extent tax classifications are
required, they will be done by the Fund's Administrator or
Independent Accountant.
The Fund does not currently expect to invest in domestic options or
designated hedges. (Advance notice is requested should the Fund
commence trading in the above investments to clarify operational
procedures between ASU and the advisor.)
15) With respect to Mortgage/Asset-Backed securities such as GNMA's,
FHLMC's, FNMA's, CMO's, ARM's, etc., the Custodian (or a client
supplied source) will provide ASU with current principal repayment
factors on a timely basis in accordance with the appropriate
securities' schedule. Income accrual adjustments (to the extent
necessary) based upon initial estimates will be completed by ASU when
actual
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 7
<PAGE>
principal/income payments are collected by the Custodian. (Factor
services are also available from Muller Data Corporation at
additional cost, if applicable.)
16) To the extent the Fund should establish a Line of Credit in
segregated accounts with the custodian for temporary administrative
purposes, and/or leveraging/hedging the portfolio, the investment
advisor will complete the appropriate paperwork/monitoring for
segregation of assets and adequacy of collateral. Accounting will
reflect appropriate Trial Balance account entries and interest
expense accrual charges on the daily Trial Balance adjusting as
necessary at month-end.
17) The Fund does not expect to participate in Security Lending,
Leveraging, Precious Metals, Short Sales or Foreign Currency (non-US
dollar denominated) Futures and Options within their portfolio
securities. To the extent they do so in the future, additional fees
will apply.
18) Fund management will supply ASU with portfolio specific expense
accrual procedures and monitor the expense accrual balances for
adequacy based on outstanding liabilities monthly. The Fund's
Management will promptly communicate to the Accounting Unit any
adjustments needed.
19) Specific deadlines and complete Fund supplied information will be
identified for all security trades in order to minimize any
settlement problems or NAV miscalculations.
Trade Authorization Forms, with the appropriate officer's signature,
will be communicated directly to the Custody Administrator by the
investment advisor. Money Market Trades are received on Trade Date by
11:30 AM and non-money markets by 11:30 AM on Trade Date plus one.
The Fund/Plan Services Custody Administrator will then supply ASU
with the trade details in accordance with the above stated deadlines.
CUSIP numbers and/or ticker symbols for all US dollar denominated
trades will be supplied by the Investment Advisor via the Trade
Authorization. We would find it difficult to be responsible for NAV
changes that resulted from incomplete information about a trade.
20) It is assumed that the Fund's Investment Advisor or Administrator will
complete the
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 8
<PAGE>
applicable performance and rate of return calculations as required by
the SEC for the Fund.
21) With respect to amortization and accretion requirements for the debt
issues in the Fund, the ASU Investment Accounting System (IAS) offers
a very comprehensive and fully automated level of support. We are
capable of reflecting market discounts and acquisition premiums
either utilizing the straight-line or yield-to-maturity (scientific)
method.
It is extremely important that the Fund's requirements and proper
amortization procedures be clarified prior to conversion. ASU, Fund
management and the Fund's independent accountant should review
pre-conversion system reports to ensure that IAS calculated
amortization amounts are in agreement with any tax schedules prepared
by the auditors for all appropriately held debt issues as of the date
last calculated.
It is assumed that the Fund will not hold any issues with Original
Issue Discounts (OID). It is our position that OID is a tax
requirement and, as such, not necessarily reflected on the books of
the Fund. ASU's current clients have not required any OID support. To
the extent the Fund should, in the future, own securities with OID,
it is expected that the Fund's auditors will complete the necessary
OID adjustments for financial statements and/or tax reporting.
22) The Fund is not currently expected to issue separate classes of
shares. To the extent they do so, additional fees will be negotiated.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "A"; Page 9
<PAGE>
SCHEDULE "B"
FEE SCHEDULE FOR
THE NEW ALTERNATIVES FUND
~~~~~~~~
The fees listed below reflect fees to be charged through October 1, 1995.
FUND ACCOUNTING & PORTFOLIO VALUATION FEES: (US Dollar Denominated
Securities Only) All Accounting Services fees are quoted with the assumption
that Transfer Agent and Custody Administration will be provided by Fund/Plan
Services, Inc.
I. Annual Fee Schedule Per Portfolio: (1/12th payable monthly)
$24,000 Minimum to $ 20 Million of Average Net Assets
.0004 On Next $ 30 Million of Average Net Assets
.0003 On Next $ 50 Million of Average Net Assets
.0001 Over $100 Million of Average Net Assets
Effective October 1, 1994 Minimum Becomes $25,200
Effective October 1, 1995 Minimum Becomes $26,460
II. Pricing Service Quotation Fee:
(Based on individual CUSIP or security identification numbers.)
A) MULLER DATA CORPORATION * (if applicable)
* Based on current vendor costs, subject to change.
GNMA Quotes $ .25 per Quote per Bond
Government/Corporate Short &
Long Term Quotes $ .50 per Quote per Bond
Tax-Exempt Short & Long Term Quotes $ .55 per Quote per Bond
Tax-Exempt Variable Rate Change
Information $ .55 per Rate Change per
Issue
Minimum Weekly File Transmission is Assumed
There will be no charge for the domestic dividend and
capital change information transmitted daily to Fund/Plan Services
from Muller Data Corporation.
B) QUOTRON SYSTEMS, INC.
There will be no charge for the domestic security prices
supplied by Quotron Systems, Inc.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "B"
<PAGE>
III. Yield Calculation: (if applicable)
Provide up to 12 reports per year to reflect the yield calculations
for non-money market funds required by the SEC. $1,000 per year per
Fund (US dollar denominated securities only).
OUT-OF-POCKET EXPENSES
The Fund will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including telephone, postage, telecommunications, special reports,
record retention, unusual expenses incurred while establishing viable
agreements between the Fund and Fund/Plan Services, etc. The cost of copying
and sending materials to auditors for off-site audits will be an additional
expense.
ADDITIONAL SERVICES
To the extent the Fund commence using investment techniques such as Security
Lending, Short Sales, Futures, Leveraging, Precious Metals and/or foreign
trading, additional fees will apply.
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Fund should
decide to issue multiple/separate classes of shares, additional fees will
apply. Any enhanced services or reports will be quoted upon request.
Accounting Services Agreement between New Alternatives Fund, Inc. and Fund/Plan
Services, Inc.
Schedule "B"
<PAGE>
CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
This AGREEMENT, dated as of the 28th day of October, 1994, made by and
between New Alternatives Fund, Inc., (the "Fund"), a corporation operating as a
registered investment company under the Investment Company Act of 1940, as
amended, and Fund/Plan Services, Inc. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Fund desires to retain Fund/Plan to perform certain
custody administration services; and
WHEREAS, the Fund desires that Fund/Plan act as its agent for the
specific purpose of taking receipt of, and making payment for, custody services
performed on the Fund's behalf by United Missouri Bank, N.A. pursuant to an
agreement between United Missouri Bank, N.A. and the Fund; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
APPOINTMENT OF FUND/PLAN AS AGENT
Section 1. The Fund hereby grants to Fund/Plan, and Fund/Plan hereby
accepts such grant, as an agent of the Fund for the limited purpose of: (i)
accepting invoices for custody services from United Missouri Bank, N.A. which
invoices reflect charges to the Fund for custody services performed by United
Missouri Bank, N.A. on the Fund's behalf, and (ii) remitting payment to United
Missouri Bank, N.A. for such services performed in amounts as set forth in
Schedule "A" attached hereto.
CUSTODY ADMINISTRATION SERVICES
Section 2. As Custody Administrator, Fund/Plan shall:
a) coordinate and process portfolio trades through client terminal
links with United Missouri Bank, N.A.
b) input and verify portfolio trades
c) monitor pending and failed security trades
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 1 of 6 pages.
<PAGE>
d) coordinate communications between brokers and banks to resolve any
operational problems
e) advise the Fund of any corporate action information, address and
follow up on any dividend or interest discrepancies
f) process the Funds' expenses
g) interface with the Accounting Services and the Transfer Agent to
research and resolve Custody cash problems
h) provide daily and monthly reports
FEES
Section 3. The Fund agrees to pay Fund/Plan compensation for its
services and to reimburse Fund/Plan for actual expenses incurred, at the rates
and amounts as set forth in Schedule "A" attached hereto which the Fund hereby
authorizes Fund/Plan to collect by debiting the Fund's custody account for
invoices which are rendered for the services performed for the applicable
function. The invoices for the services performed will be sent to the Fund
after such debiting with the indication that payment has been made.
For the purpose of determining fees payable to Fund/Plan, the value of
Fund's net assets shall be computed at the times and in the manner specified in
Fund's then current Prospectus and Statement of Additional Information.
During the term of this Agreement, should the Fund seek services or
functions in addition to those stated, a written amendment to this Agreement
specifying the additional services and corresponding compensation shall be
executed by both Fund/Plan and the Fund.
GENERAL PROVISIONS
Section 4.
(a) Fund/Plan, its directors, officers, employees,
shareholders and agents shall only be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
performance of this Agreement that results from willful misfeasance, bad faith,
negligence or reckless disregard on the part of Fund/Plan in the performance of
its obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee, or agent of the Fund, shall be deemed, when rendering
services to such entity or acting on any business of the Fund, (other than
services or business in connection with Fund/Plan's duties hereunder),
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 2 of 6 pages.
<PAGE>
to be rendering such services to or acting solely for the Fund and not as a
director, officer, employee, shareholder or agent of, or one under the control
or direction of Fund/Plan even though that person is being paid salary by
Fund/Plan.
(c) Notwithstanding any other provision of this Agreement,
the Fund shall indemnify and hold harmless Fund/Plan, its directors, officers,
employees, shareholders and agents from and against any and all claims,
demands, expenses and liabilities (whether with or without basis in fact or
law) of any and every nature which Fund/Plan may sustain or incur or which may
be asserted against Fund/Plan by any person by reason of, or as a result of (i)
any action taken or omitted to be taken by Fund/Plan in good faith hereunder or
(ii) any action taken or omitted to be taken by Fund/Plan in connection with
its appointment under this agreement, which action or omission was taken in
good faith in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended,
or repealed. Indemnification under this subparagraph, however, shall not apply
to actions or omissions of Fund/Plan or its directors, officers, employees,
shareholders, or agents in cases of its or their own negligence, willful
misconduct, bad faith, or reckless disregard of its or their own duties
hereunder.
(d) Fund/Plan shall give written notice to the Fund within
ten (10) business days of receipt by Fund/Plan of a written assertion or claim
of any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Fund of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Fund
of any liability arising under this Section or otherwise, except to the extent
that failure to give notice prejudices the Fund.
(e) For any legal proceeding giving rise to this
indemnification, the Fund shall be entitled to defend or prosecute any claim in
the name of Fund/Plan at its own expense and through counsel of its own
choosing if it gives written notice to Fund/Plan within ten (10) business days
of receiving notice of such claim. Notwithstanding the foregoing, Fund/Plan may
participate in the litigation at its own expense through counsel of its own
choosing. In the event the Fund chooses to defend or prosecute such claim, the
parties shall cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(f) The Fund shall not settle any claim under (d) and (e)
above without Fund/Plan's express written consent, which consent shall not be
unreasonably withheld.
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 3 of 6 pages.
<PAGE>
Fund/Plan shall not settle any such claim under (d) and (e) above without the
Fund's express written consent which likewise shall not be unreasonably
withheld.
Section 5.
(a) The fee schedule set forth in Schedule "A" attached shall
be fixed for (1) year after the effective date of this Agreement. At the end of
the first year, the fee schedule will be subject to annual review and
adjustment.
(b) After one year, the Fund or Fund/Plan may give written
notice to the other of the termination of this Agreement, such termination to
take effect at the time specified in the notice, which date shall not be less
than ninety (90) days after the date of giving notice. Upon the effective
termination date, the Fund shall pay to Fund/Plan such compensation as may be
due as of the date of termination and shall likewise reimburse Fund/Plan for
any out-of-pocket expenses and disbursements reasonably incurred by Fund/Plan
to such date.
(c) In the event that a successor to any of Fund/Plan's
duties or responsibilities under this Agreement is designated by the Fund by
appropriate and timely written notice to Fund/Plan, Fund/Plan shall, promptly
upon such termination and at the expense of the Fund, transfer all pertinent
records and shall cooperate in the transfer of such duties and
responsibilities.
Section 6. This Agreement may be amended from time to time by a
supplemental agreement executed by the Fund and Fund/Plan.
Section 7. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective parties as follows:
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 4 of 6 pages.
<PAGE>
If to the Fund: If to Fund/Plan:
New Alternatives Fund, Inc. Fund/Plan Services, Inc.
150 Broadhollow Road 2 West Elm Street
Melville, NY 11747 Conshohocken, PA 19428
Attn: David Schoenwald, Secretary Attn: Kenneth J. Kempf, President
Section 8. The Fund represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officers of the
Fund has been duly and validly authorized by resolution of the Board of
Directors of the Fund.
Section 9. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 10. This Agreement shall extend to and shall be binding upon
the Parties and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the written
consent of Fund/Plan or by Fund/Plan without the written consent of the Fund,
authorized or approved by a resolution of their respective Boards of Directors.
Section 11. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Montgomery County, Commonwealth of Pennsylvania.
Section 12. No provision of this Agreement may be amended or modified,
in any manner except in writing, properly authorized and executed by Fund/Plan
and the Fund.
Section 13. If any part, term or provision of this Agreement is held
by any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid provided that the basic Agreement is
not thereby substantially impaired.
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 5 of 6 pages.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement,
consisting in its entirety of six type written pages, together with Schedule
"A," to be signed by their duly authorized officers, as of the day and year
first above written.
Fund/Plan Services, Inc.
/S/ /S/
- ------------------------------ ------------------------------
By: David Schoenwald, By: Kenneth J. Kempf
Secretary President
Custody Administration and Agency Agreement between New Alternatives Fund,
Inc., and Fund/Plan Services, Inc.
Page 6 of 6 pages.
