TRANSFER AGENCY AND DIVIDEND
DISBURSING AGENCY AGREEMENT
AGREEMENT made as of the 26th day of February, 1998 by and between
NATIONAL INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation (the
Fund), on its own behalf and on behalf of its Xxxxxxx Cabot Money Market
Portfolio, Xxxxxxx Cabot U.S. Government Portfolio and Xxxxxxx Cabot Municipal
Portfolio (each, a Portfolio), and NATIONAL INVESTOR SERVICES CORP. (NISC).
WITNESSETH:
WHEREAS, the Fund is an open-end, diversified management investment company
registered as such under the Investment Company Act of 1940, as amended,
currently comprised of three separate investment Portfolios; and
WHEREAS, the Fund desires to appoint NISC to be the Transfer Agent and
Dividend Disbursing Agent for each Portfolio of the Fund upon, and subject to,
the terms and provisions of this Agreement; and
WHEREAS, NISC desires to accept such appointment upon, and subject to, such
terms and provisions.
NOW, THEREFORE, in consideration of the premises and mutual convenants
hereinafter contained, the Fund and NISC agree as follows:
1. Appointment of NISC as Transfer Agent and Dividend Disbursing Agent.
(a) The Fund hereby appoints NISC to act as Transfer Agent and Dividend
Disbursing Agent for each Portfolio of the Fund upon, and subject to, the terms
and provisions of this Agreement.
(b) NISC hereby accepts the appointment as Transfer Agent and Dividend
Disbursing Agent for each Portfolio of the Fund, and agrees to act as such upon,
and subject to, the terms and provisions of this Agreement.
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2. Definitions. In this Agreement:
(1) The term Act means the Investment Company Act
of 1940, as amended, and any rule or regulation
thereunder;
(2) The term Account means any account of a
Shareholder, or, if the shares are held in an account in the
name of Waterhouse Securities, Inc. or other broker-dealer
for benefit of an identified customer, such account, and
includes any Plan Account;
(3) The term application means an application made by
a Shareholder or prospective Shareholder respecting the
opening of an Account;
(4) The term Instruction means an instruction in
writing given on behalf of the Fund to NISC, and signed on
behalf of the Fund by the President, any Vice President,
the Secretary or the Treasurer of the Fund or other
authorized person;
(5) The term Plan Account means an account opened by
a Shareholder or prospective Shareholder in respect of a
sweep account (in each case by whatever name referred
to in the Prospectus), and may also include an account
relating to any other plan if and when provision is made
for such plan in the Prospectus;
(6) The term Prospectus includes the Prospectus(es)
and the Statements of Additional Information of the Fund
as from time to time in effect;
(7) The term Shareholder means a holder of record of
Shares;
(8) The term Shares means shares of stock of the
Fund, irrespective of Portfolio.
3. Duties of NISC as Transfer Agent and Dividend Disbursing Agent.
(a) Subject to the other provisions of the Agreement, NISC hereby agrees to
perform the following functions as Transfer Agent and Dividend Disbursing Agent
for each Portfolio: (i) processing the issuance, transfer and redemption of
Shares, and recording the same in the appropriate Accounts; (ii) opening,
maintaining, servicing and closing Accounts; (iii) acting as agent for the
Shareholders and/or customers of
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Waterhouse Securities, Inc. or other broker-dealer in connection with Plan
Accounts, upon the terms and subject to the conditions contained in the
Prospectus and application relating to the specific Plan Account; (iv)
exchanging the investment of an investor into or from the Shares of one or more
Portfolios of the Fund if and to the extent permitted by the Prospectus at the
direction of such investor; (v) examining and approving legal transfers; (vi)
replacing lost, stolen or destroyed certificates, if any, representing Shares,
in accordance with, and subject to, procedures and conditions adopted by the
Fund; (vii) furnishing confirmations of purchases and sales relating to Shares
as required by applicable law; (viii) furnishing appropriate periodic and year
end statements relating to Accounts, together with additional enclosures,
including appropriate income tax information and income tax forms duly
completed, as required by applicable law; (ix) mailing annual, semi-annual and
quarterly reports and dividend notices prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue to Shareholders as required by
applicable law; (x) furnishing such periodic statements of transactions effected
by NISC, reconciliations, balances and summaries as the Fund may reasonably
request; (xi) withholding taxes on non-resident alien Accounts, and preparing
and filing U.S. Treasury Department Form 1099 and other appropriate forms as
required by applicable law with respect to dividends and distributions; and
(xii) processing dividend and distribution payments, including reinvesting
dividends for full and fractional shares and disbursing cash dividends, as
applicable.
(b) NISC agrees to act as proxy agent in connection with the holding
of annual, if any, and special meetings of Shareholders, mailing such notices,
proxies and proxy statements in connection with the holding of such meetings as
may be required by applicable law, receiving and tabulating votes cast by proxy
and communicating to the Funds the results of such tabulation accompanied by
appropriate certificates, and preparing and furnishing to the Fund certified
lists of Shareholders (of the Fund or one or more of its Portfolios, as
appropriate) as of such date, in such form and containing such information as
may be required by the Fund.
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(c) NISC agrees to deal with, and answer in a timely manner, all
correspondence and inquires relating to the functions of NISC under this
Agreement with respect to Accounts.
(d) NISC agrees to furnish to the Fund or its designated agent such
information at such intervals as is necessary for the Fund to comply with the
registration and/or the reporting requirements (including applicable escheat
laws) of the Securities and Exchange Commission, state securities or Blue Sky
authorities or other governmental authorities.
(e) NISC agrees to provide to the Fund such information as may reasonably
be required to enable the Fund to reconcile the number of outstanding Shares of
each Portfolio between NISCs records and the account books of the Fund.
(f) Notwithstanding anything in the foregoing provisions of this section 3,
NISC agrees to perform its functions thereunder subject to such modification
(whether in respect of particular cases or in any particular class of cases) as
may from time to time be contained in an Instruction.
(g) In providing for any or all of the services indicated in this section
3, and in satisfaction of its obligations to provide such services, NISC may
enter into agreements with one or more other persons to provide such services to
the Fund, provided that any such agreement shall have been approved by the Board
of Directors of the Fund, provided further that NISC shall be as fully
responsible to the Fund for the acts and omissions of such persons as it would
be for its own acts or omissions hereunder.
4. Compensation. For the services provided to the Fund by NISC pursuant to
this Agreement, each Portfolio shall pay NISC on the first business day of each
calendar month a fee for the previous month at an annual rate equal to .20 of 1%
of such Portfolios average daily net assets. The value of each Portfolios net
assets shall be computed at the times and in the manner specified in the Funds
registration statement on Form N-1A, as amended from time to time (the
Registration Statement). Compensation by each Portfolio of the Fund shall
commence on the date of the first receipt by such Portfolio of the proceeds of
the sale of its Shares as described in the Registration Statement, and the fee
for the period from the date such Portfolio shall first receive the proceeds of
the sale of its Shares as
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aforesaid to the end of the month during which such proceeds are so received,
shall be pro-rated according to the proportion that such period bears
to the full monthly period. Upon termination of this Agreement before the end of
a month, the fee for such part of that month shall be pro-rated according to the
proportion that such period bears to the full monthly period and shall be
payable within seven (7) days after the date of termination of this Agreement.
5. Maintenance of Records, Right of Inspection. In connection with the
performance of its duties hereunder, NISC shall maintain such books and records
relating to transactions effected by NISC as are required by the Act, or by any
other applicable provision of law, rule or regulation, to be maintained by the
Fund or its transfer agent with respect to transactions. NISC shall preserve, or
cause to be preserved, any such books and records for such periods as may be
required by any such law, rule or regulation and as may be agreed upon from time
to time between NISC and the Fund. In addition, NISC agrees to maintain and
preserve master files and historical computer tapes on a daily basis in multiple
separate locations a sufficient distance apart to insure preservation of at
least one copy of such information. NISC agrees that it will, in a timely
manner, make available to and permit, any officer, accountant, attorney or
authorized agent of the Fund to examine and make transcripts and copies
(including photocopies and computer or other electronic information storage
media and print-outs) of any and all of the books and records which are
maintained pursuant to this Agreement.
6. Confidential Relationship. NISC agrees that it will, on behalf of itself
and its officers and employees, treat all transactions contemplated by this
Agreement, and all information germane thereto, as confidential and not to be
disclosed to any person (other than the Shareholder concerned, or the Fund, or
as may be disclosed in the examination of any books or records by any person
lawfully entitled to examine the same) except as may be authorized by the Fund
by way of an Instruction.
7. Indemnification.
(a) NISC shall not be liable to the Fund or any Portfolio for any error of
judgment or mistake of law or for any loss arising out of any act or omission by
NISC in the performance of its duties hereunder. Nothing herein contained shall
be construed to protect
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NISC against any liability to the Fund, a Portfolio, Shareholders or any
investment adviser to the Fund to which NISC shall otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its duties, or by reckless disregard of its obligations and duties hereunder.
(b) The Fund, on behalf of each Portfolio, agrees to indemnify and hold
harmless NISC from and against all charges, claims, expenses (including
reasonable legal fees) and liabilities reasonably incurred by NISC in connection
with the performance of its duties hereunder, except such as may arise from
NISCs willful misfeasance, bad faith, gross negligence in the performance of its
duties or by reckless disregard of its obligations and duties hereunder. Subject
to the requirements of the Act, such expenses shall be paid by the Fund in
advance of the final disposition of any matter upon invoice by NISC and receipt
by the Fund of an undertaking from NISC to repay such amounts if it shall
ultimately be established that NISC is not entitled to payment of such expenses
hereunder.
(c) As used in this section 7, the term NISC shall include any affiliates
of NISC performing services for the Fund contemplated hereby and directors,
officers, agents and employees of NISC and such affiliates.
8. Regarding NISC
(a) NISC warrants and represents that its officers and supervisory
personnel or agents (including any sub-transfer agents or sub-dividend
disbursing agents) charged with carrying out its functions as Transfer Agent and
Dividend Disbursing Agent for the Fund possess the special skill and technical
knowledge appropriate for that purpose. NISC shall at all times exercise due
care and diligence in the performance of its functions as Transfer Agent and
Dividend Disbursing Agent for the Fund. NISC agrees that, in determining whether
it has exercised due care and diligence, its conduct shall be measured by the
standard applicable to persons possessing such special skill and technical
knowledge.
(b) NISC warrants and represents that it is duly authorized and permitted
to act as Transfer Agent and Dividend Disbursing Agent under all applicable laws
and that it will immediately notify the Fund of any revocation of such authority
or permission or of the commencement of any proceeding or other action which may
lead to such revocation.
9. Termination.
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(a) This Agreement shall become effective as of the date first above
written and shall thereafter continue from year to year. This Agreement may be
terminated by the Fund or NISC (without penalty to the Fund or NISC) provided
that the terminating party gives the other party written notice of such
termination at least sixty (60) days in advance, except that the Fund may
terminate this Agreement immediately upon written notice to the Bank if the
authority or permission of NISC to act as Transfer Agent and Dividend Disbursing
Agent has been revoked of if any proceeding or other action which the Fund
reasonably believes will lead to such revocation has been commenced.
(b) Upon termination of this Agreement, the Bank shall deliver all unissued
and canceled stock certificates representing Shares, if any, remaining in its
possession, and all Shareholder records, books, stock ledgers, instruments and
other documents (including computer or other electronically stored information)
made or accumulated in the performance of its duties as Transfer Agent and
Dividend Disbursing Agent for the Fund along with a certified locator document
clearly indicating the complete contents therein, to such successor as may be
specified in a notice to termination or Instruction. The Fund assumes all
responsibility for failure thereafter to produce any paper, record or document
so delivered and identified in the locator document, if and when required to be
produced.
10. Amendment. Except to the extent that the performance by NISC of its
functions under this Agreement may from time to time be modified by an
Instruction, this Agreement may be amended or modified by the parties hereto
only if such amendment is specifically approved by the Board of Directors of the
Fund, including a majority of the Fund who are not interested persons of the
Fund within the meaning of the Act and who have no direct or indirect interest
in this Agreement, and such amendment is set forth in a written instrument
executed by each of the parties hereto.
11. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time
in effect and the applicable provisions of the Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
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12. Counterparts. This Agreement may be executed by the parties hereto in
counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
13. Notices. All notices or other communications hereunder to either party
shall be in writing and shall be deemed to be received on the earlier of the
date actually received or on the fourth day after the postmark if such notice is
mailed first class postage prepaid. Notice shall be addressed: (a) if to NISC,
to: President, National Investor Services Corp., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 or (b) if to the Fund, to: President, National Investors Cash
Management Fund, Inc., 00 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000
or at such other address as either party may designate by written notice to the
other. Notice also shall be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
14. Separate Portfolios. This Agreement shall be construed to be made by
the Fund as a separate agreement with respect to each Portfolio, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Portfolio be deemed to constitute a right, obligation or remedy
applicable to any other Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers as of the day and year above
written.
NATIONAL INVESTORS CASH
MANAGEMENT FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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NATIONAL INVESTOR SERVICES CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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