APPOINTMENT OF SUB-TRANSFER AGENT
DAILY TAX-EXEMPT MONEY FUND
AGREEMENT dated as of December 30, 1991 between FMR Corp., a Massachusetts
corporation with principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, Fidelity Investments Institutional Operations Company
(FIIOC), a division of FMR Corp. with principal offices at 00 Xxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and United Missouri Bank, N.A. (the Bank),
with principal offices at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx.
WHEREAS, the Bank has entered into a Transfer Agent Agreement dated
December 30, 1991 (the Agreement) with Daily Tax-Exempt Money Fund (the
Fund), a Delaware business trust with principal offices at 00 Xxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, under which the Bank has assumed certain
responsibilities, including:
(i) receive for acceptance, orders for the purchase of Fund shares, and
promptly deliver payments received by it and appropriate documentation
therefor to the Fund's custodian;
(ii) pursuant to purchase orders, issue the appropriate number of Fund
shares and properly register such shares to the appropriate shareholder
account;
(iii) receive for acceptance, redemption requests and redemption
instructions (including redemptions by check transmitted to FIIOC by any
duly appointed check processing agent) and process payments for redemption
to shareholders in accordance with the terms, conditions and rules
governing each shareholder's account as set forth in the Fund's prospectus,
statement of additional information and each shareholder's account
application;
(iv) effect transfers of shares by the registered owners thereof upon
receipt of appropriate instructions; and
(v) prepare and mail to Fund shareholders such confirmations and statements
of account as may be required under applicable law and as may be reasonably
requested by the Fund.
Further, the Bank has assumed certain service agent responsibilities in
connection with dividend and capital gain distributions by the Fund,
including:
(i) for each Fund shareholder who has elected to receive dividends and/or
distributions in cash, send payments to shareholders in accordance with the
shareholder's election; and
(ii) for each Fund shareholder who has elected to receive dividends and/or
distributions in shares of the Fund or in shares of another mutual fund for
which FIIOC serves as transfer agent, credit the shareholder's account(s)
for the proper number of shares.
In addition to the foregoing services, the Bank has agreed to:
(i) perform all the customary administrative services related to its
transfer agent and dividend and distribution disbursing agent functions,
including, but not limited to:
(a) maintaining all shareholder accounts,
(b) preparing shareholder meeting lists, and supervising, but not paying
for, various agents and contractors employed to mail proxy materials and
receive and tabulate proxies,
(c) typesetting, printing and mailing shareholder reports and prospectuses
to current Fund shareholders,
(d) withholding taxes (including withholding for foreign taxes) for
shareholders for whom withholdings are required by federal or state
regulation and filing all required reports with respect thereto,
(e) preparing, distributing and filing all requisite shareholder tax
statements on appropriate forms and responding to inquiries with respect
thereto, and
(f) establishing and supervising the operation of bank accounts for the
receipt of funds for share purchases and the payment of dividends,
distributions and redemption proceeds;
(ii) furnish the Fund with all necessary reports of Fund shares sold in
each state in order to permit compliance with the state securities laws;
and
(iii) as required, respond to shareholder inquiries relating to the status
of their accounts, Fund performance, distributions, and share price, and
furnish shareholders with copies of account histories and make adjustments
to shareholder accounts to correct account files.
WHEREAS, the Bank wishes to retain FIIOC, and FIIOC is willing, to carry
out these functions on behalf of the Bank;
NOW THEREFORE, in consideration of the premises and the mutual promises
thereinafter set forth, FIIOC and the Bank hereby agree as follows:
1. The Bank hereby designates FIIOC as its agent pursuant to Paragraph 7
of the Agreement to carry out all of the responsibilities and functions of
the Bank under the Agreement (which is attached as Exhibit A hereto) and
FIIOC agrees to assume all of the Bank's obligations thereunder (including
its responsibility for certain expenses, costs and other charges allocated
to the Bank). The description of all responsibilities and functions
included in the Agreement is incorporated herein as if set forth at length
herein. FIIOC agrees to act as such and to carry out the responsibilities
set forth in the Agreement, upon the terms and conditions therein and
hereinafter set forth and in accordance with the principles of principal
and agent enunciated by the common law. The Bank agrees to supply FIIOC
with all documents, records and other information supplied to the Bank by
the Fund pursuant to the Agreement.
2. In full payment for FIIOC's performance hereunder, the Bank agrees to
pay to FIIOC any and all compensation received from the Fund by the Bank
pursuant to the Agreement and any written Schedules which may constitute
attachments thereto (Schedules). The Bank shall undertake to collect from
the Fund all compensation appropriately due and owing to it under the
Agreement.
3. The Bank is entitled to indemnification under the Agreement in
accordance with Paragraph 12. The Bank agrees to indemnify FIIOC for
FIIOC's losses, claims, damages, liabilities, and expenses (including
reasonable counsel fees and expenses) (losses) to the extent that the Bank
is entitled to and receives indemnification from the Fund pursuant to
Paragraph 12 of the Agreement in connection with the events upon which
FIIOC's indemnification claim is based. The Bank agrees to advise the Fund
of any claim of FIIOC for indemnification arising in connection with
FIIOC's activities in carrying out the responsibilities of the Bank as
provided in the Agreement. Otherwise, the Bank shall not be required to
indemnify FIIOC in connection with FIIOC's losses hereunder unless the
Bank's own negligence, willful misconduct or bad faith contributed to such
losses, and then only to the extent of the Bank's contribution thereto.
The Bank shall not be liable for any act or omission of FIIOC in carrying
out the responsibilities assigned to FIIOC. FIIOC shall hold the Bank
harmless from any losses in connection with the Agreement, except to the
extent that such losses were contributed to by the Bank's own negligence,
willful misconduct, or bad faith.
4. FIIOC represents and warrants that, to the best of its knowledge, the
various procedures and systems that FIIOC has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other
cause (including provision for twenty-four hour a day restricted access)
the Fund's blank checks, records, certificates, and other data and FIIOC's
records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. FIIOC shall review
such systems and procedures on a period basis; and the Bank shall have no
obligation to review these systems and procedures.
5. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed
by the laws of the Commonwealth of Massachusetts. This Agreement may be
executed simultaneously in two counterparts, each of which taken together
shall constitute one and the same instrument.
6. The Bank shall not agree to any agreement or waiver of the provisions
of the Agreement without the written consent of FIIOC. This Agreement
shall continue in effect until December 31, 1992 and thereafter as the
parties may mutually agree; provided, however, that this agreement may be
terminated at any time by six months' written notice given by FIIOC to the
Bank or by the Bank to FIIOC; and further provided that this agreement may
be terminated immediately at any time by the Bank in the event that the
Agreement between the Fund and the Bank is terminated.
7. FIIOC and the Bank are hereby expressly put on notice of (i) the
limitation of shareholder liability as set forth in the Trust Instrument of
the Fund and (ii) of the provisions in the Trust Instrument permitting the
establishment of separate series (or Portfolio(s)) and limiting the
liability of each Portfolio to obligations of that Portfolio; the Bank
hereby agrees that obligations assumed by the Fund pursuant to this
Agreement are in all cases assumed on behalf of a particular Portfolio, and
each such obligation shall be limited in all cases to that Portfolio and
its assets. The Bank agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the
Fund, nor from the Trustees or any individual Trustee of the Fund.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
UNITED MISSOURI BANK, N.A. FMR CORP.
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxxx X. XxXxxxxx
Vice President Sr VP & CFO
FIDELITY INVESTMENTS INSTITUTIONAL
OPERATIONS COMPANY
By /s/ Xxxxxxxx X. Xxxxx
Senior Vice President
