AMENDMENT TO
AMENDED AND RESTATED
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Amendment (the "Amendment") is made as of the 1st day of July, 2006, by and
between NEW ALTERNATIVES FUND, INC. (the "Fund") and PFPC INC. ("PFPC").
BACKGROUND:
A. PFPC and the Fund entered into an Amended and Restated
Administration and Accounting Services Agreement dated as of October
24, 2005 (the "Agreement") relating to PFPC's provision of
administration and accounting services to the Fund.
B. The Fund desires that PFPC provide regulatory administration
services and additional accounting and administration services, in
addition to the services set forth in the Agreement, and subject to
the terms hereof, PFPC is agreeable thereto.
C. The Fund and PFPC desire to amend the Agreement to accommodate the
foregoing.
TERMS:
The parties hereby agree that:
1. In Section 7 the word "or" preceding "(h)" is deleted and the following is
added to the end of "(h)" following the word "party":
"or (i) is Fund information provided by PFPC in connection with an
independent third party compliance or other review."
2. In Section 14(xiv) the word "and" is hereby deleted.
3. In Section 14(xv) the period is hereby deleted and replaced with "; and".
4. The following is hereby added to Section 14:
"(xvi) Control disbursements and authorize such disbursements upon Written
Instructions."
5. Section 15(v) is deleted in its entirety and replaced with the following:
"(v) Prepare the Fund's annual, semi-annual, and quarterly shareholder
reports;"
6. The "." in Section 15(vi) is hereby deleted and replaced with ";".
7. The following services and provisions are hereby added to the end of
Section 15:
"(vii) Prepare for execution and file the Fund's federal and state tax
returns;
(viii) Monitor the Fund's status as a regulated investment company under
Subchapter M of the internal Revenue Code of 1986, as amended;
(ix) Prepare and coordinate the filing of Forms N-CSR, N-Q and N-PX
(with the Fund providing the voting records in the format required
by PFPC);
(x) Prepare and coordinate the filing of annual Post-Effective
Amendments to the Fund's Registration Statement; prepare and file
(or coordinate the filing of) (i) semi-annual reports on Form N-SAR
and (ii) Notices pursuant to Rule 24f-2;
(xi) Administratively assist in obtaining the fidelity bond and
directors' and officers'/errors and omissions insurance policies
for the Fund in accordance with the requirements of Rule 17g-1
and 17d-1(d)(7) under the 1940 Act as such bond and policies are
approved by the Fund's Board of Directors;
(xii) Draft agendas and resolutions for quarterly board meetings;
(xiii) Coordinate the preparation, assembly and mailing of board materials
for quarterly board meetings;
(xiv) Attend quarterly board meetings and draft minutes thereof; and
(xv) Maintain a regulatory calendar for the Fund listing various SEC
filing and board approval deadlines.
The Fund agrees that it retains and will continue to retain, as Fund
counsel, an independent law firm with a recognized expertise in the
Investment Company Act of 1940, as amended. All regulatory administration
services are subject to the review and approval of Fund counsel."
8. As compensation for the services rendered by PFPC in accordance with this
Amendment, the Fund will pay to PFPC a fee or fees as may be agreed to in
writing by the Fund and PFPC.
9. Miscellaneous.
(a) Capitalized terms not defined in this Amendment have their
respective meanings as defined in the Agreement.
(b) As hereby amended and supplemented, the Agreement shall remain in
full force and effect. In the event of a conflict between the terms
hereof and the Agreement, as to services described in this
Amendment, this Amendment shall control.
(c) The Agreement, as amended hereby, constitutes the complete
understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior communications with
respect thereto.
(d) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The facsimile signature of
any party to this Amendment shall constitute the valid and binding
execution hereof by such party.
(e) This Amendment shall be governed by the laws of the State of
Delaware, without regard to its principles of conflicts of laws.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below on the date and year
first above written.
PFPC INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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NEW ALTERNATIVES FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: President
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