SHAREHOLDER SERVICING AGREEMENT
BNY Xxxxxxxx Funds, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into this Shareholder Services Agreement with
you concerning the provision of personal shareholder service and administrative
assistance to our customers ("Customers") who may from time to time beneficially
own shares of the Xxxxxxxx Premier class of BNY Xxxxxxxx Money Fund (the
"Xxxxxxxx Premier Class") of BNY Xxxxxxxx Funds, Inc. (the "Corporation"). The
terms and conditions of this agreement are as follows:
1. We agree to provide any or all of the following support
services to Customers who may from time to time beneficially own shares
of the Xxxxxxxx Premier Class ("Xxxxxxxx Premier Shares"): (i)
aggregating and processing purchase and redemption requests for
Xxxxxxxx Premier Shares from Customers and placing net purchase and
redemption orders with BNY Xxxxxxxx Distributors, Inc., the
Corporation's distributor; (ii) provid ing Customers with a service
that invests the assets of their accounts in Xxxxxxxx Premier Shares
pursuant to specific or pre-authorized instructions; (iii) processing
dividend payments from the Corporation on behalf of Customers; (iv)
providing information periodically to Customers showing their positions
in the Xxxxxxxx Premier Class; (v) arranging for bank wires; providing
dedicated walk-in and telephone facilities to respond to Customer
inquiries and needs; (vi) providing sub-accounting with respect to
Xxxxxxxx Premier Shares beneficially owned by Customers or the
information to the Xxxxxxxx Premier Class necessary for sub-accounting;
(vii) if required by law, forwarding shareholder communications from
the Corporation (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend distribution and tax
notices) to Customers; and (viii) providing such other similar services
to the Corporation may rea sonably request to the extent we are
permitted to
do so under applicable statutes, rules or regulations.
2. We may be subject to the provisions of the Xxxxx-Xxxxxxxx
Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other
banking organizations. As such, the Corporation recognizes that we are
restricted in the activi ties we may undertake and for which we may be
paid and, therefore, we will perform only those activi ties that are
consistent with our statutory and regulatory obligations. We will act
solely as agent for, upon the order of, and for the account of, our
Customers.
3. We will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment
and facilities currently used in our business, or any personnel
employed by us) as may be reasonably necessary or beneficial in order
to provide such services to Customers.
4. We will not, nor will any of our officers, employees or
agents, make any representations concerning the Corporation or the
Xxxxxxxx Premier Shares, except those contained in the Corporation's
then-current prospectus for the Xxxxxxxx Premier Class, copies of which
will be supplied to us by the Corporation, or in such supplemental
literature or advertising as may be authorized by the Corporation in
writing.
5. For all purposes of this Agreement, we will be deemed to be
an independent contractor, and will have no authority to act as agent
for the Corporation in any matter or in any respect. We agree to and do
release, indemnify and hold the Corporation harmless from and against
any and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by us or our officers,
employees or agents regarding our responsibilities hereunder or the
purchase, redemption, transfer or registration of Xxxxxxxx Premier
Shares by or on behalf of Customers. We and our employees, upon
request, will be available during normal business hours to consult with
the Corporation or its designees
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concerning the performance of our responsibilities under this
Agreement.
6. In consideration of the services and facilities provided by
us hereunder, the Corpora tion agrees to pay us and we will accept as
full payment therefor, a fee at the annual rate of .25% of the average
daily net asset value of the Xxxxxxxx Premier Shares beneficially owned
by our Customers with whom we have a servicing relationship (the
"Customers' Shares"), which fee will be computed daily and payable
monthly. We agree to and do waive such portion of the fee payable under
this Section 6 as is necessary to assure that the amount of such fee
which is required to be accrued on any day with respect to our
Customers does not exceed the income to be accrued to our Customers'
Shares on that day. For purposes of determining the fees payable under
this Section 6, the average daily net asset value of the Customers'
Shares will be computed in the manner specified in the Corporation's
registration statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of the Xxxxxxxx
Premier Class for purposes of purchases and redemptions. The
Corporation, in its discretion and without notice, may suspend or
withdraw the sale of Xxxxxxxx Premier Shares, including the sale of
such shares for the account of any Customer or Customers.
7. Any person authorized to direct the disposition of monies
paid or payable by the Corporation pursuant to this Agreement will
provide to the Corporation's Board of Directors, and the Corporation's
Directors will review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were
made. In addition, we will furnish the Corporation or its designees
with such information as the Corporation or its designees may
reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services
described herein), and will otherwise cooperate with the Corporation or
its designees (including, without limitation, any auditors designated
by the Corporation), in connection with the preparation of reports to
the Corporation's Board of Directors
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concerning this agreement and the monies paid or payable pursuant
hereto, as well as any other reports or filings that may be required by
law. We will promptly report to the Corporation any potential or
existing conflicts with respect to the investments of our customers in
the Xxxxxxxx Premier Class.
8. The Corporation may enter into other similar Shareholder
Services Agreements with any other person or persons without our
consent.
9. We represent, warrant and agree that: (i) in no event will
any of the services provided by us hereunder be primarily intended to
result in the sale of any shares issued by the Corporation; (ii) the
compensation payable to us hereunder, together with any other
compensation payable to us by Customers in connection with the
investment of their assets in the Xxxxxxxx Premier Class, will be
disclosed by us to our Customers, will be authorized by our Customers
and will not result in an excessive or unreasonable fee to us; (iii) we
will not advertise or otherwise promote our Customers accounts
primarily as a means of investing in the Xxxxxxxx Premier Class or
establish or maintain Customers accounts for the primary purpose of
investing in the Xxxxxxxx Premier; (iv) in the event an issue
pertaining to this agreement is submitted for shareholder approval, we
will vote any Xxxxxxxx Premier Shares held for our own account in the
same proportion as the vote of the Xxxxxxxx Premier Shares held for our
Customers' benefit and (v) we will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under
state law unless we have obtained the licenses required by such law.
10. This Agreement will become effective on the date a fully
executed copy of this agreement is received by the Corporation or its
designee. Unless sooner terminated, this Agreement will continue until
_______________, and thereafter will continue automatically for
successive annual periods ending on ________________.
11. All notices and other communications will be duly given if
mailed, telegraphed, telexed
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or transmitted by similar telecommunications device to the appropriate
address shown above, or to such other address as either party shall so
provide the other.
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12. This Agreement shall be construed in accordance with the
internal laws of the State of New York without giving effect to
principles of conflict of laws, and is non-assignable by the parties
hereto.
If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below and promptly
return it to us.
Very truly yours,
[Shareholder Organization]
By: ______________________________
Title: Vice President
Date:
Accepted and agreed to:
BNY XXXXXXXX FUNDS, INC.
By: _____________________________
Title: Chairman of the Board and
Chief Executive Officer
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