EXHIBIT (H)(5)
AMENDMENT
TO
SHAREHOLDER SERVICES AGREEMENT
This Amendment (the "Amendment"), dated this 7th day of March, 2001
to the Shareholder Services Agreement (the "Agreement"), dated May 11, 1998 by
and between NATIONAL INVESTORS CASH MANAGEMENT FUND, INC., a Maryland
corporation (the "Fund") and TD WATERHOUSE INVESTOR SERVICES, INC., a Delaware
corporation ("TD Waterhouse"), is hereby made by and between the Fund and TD
Waterhouse. Capitalized terms used herein and not otherwise defined, shall have
the meanings ascribed to them in the Agreement.
WHEREAS, pursuant to the Agreement TD Waterhouse provides certain
shareholder and administrative services for its clients who own shares of the
Fund, including, without limitation, the prompt transmission of all
communications sent to TD Waterhouse for transmittal to clients by or on behalf
of the Fund, or the Fund's investment adviser, distributor, custodian or
transfer or dividend disbursing agent; and
WHEREAS, the parties wish to amend Section 2 of the Agreement to
clarify that the Fund, and not TD Waterhouse, is, and has been, responsible for
paying the costs of printing and mailing to Fund shareholders proxy statements,
shareholder reports, prospectuses, statements of additional information and
other communications with respect to the Fund.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. Section 2 of the Agreement is hereby amended and restated to read in full
as follows:
2. You shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in your business, or all or
any personnel employed by you) as is necessary or beneficial for
providing information and services to the Fund's shareholders, and to
assist the Fund in servicing accounts of clients. You shall transmit
promptly to clients (at the expense of the Fund) all communications
sent to you for transmittal to clients by or on behalf of the Fund, or
the Fund's investment adviser, distributor, custodian or transfer or
dividend disbursing agent.
2. Except as herein amended, all of the terms, conditions and provisions of
the Agreement shall remain unmodified and in full force and effect.
3. This Amendment may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have affixed their signatures
signifying their agreement as of the date first above written.
NATIONAL INVESTORS CASH MANAGEMENT FUND, INC.
By: /S/ ▇▇▇▇▇▇ ▇. RIO
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Name: ▇▇▇▇▇▇ ▇. Rio
Title: President
TD WATERHOUSE INVESTOR SERVICES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
