Exhibit 9(b)
AARP/XXXXXXX FINANCIAL MANAGEMENT COMPANY
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
February 18, 1985, as
Amended May 00, 0000
XXXX Financial Services Corp.
c/o American Association of
Retired Person:
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Member Services Agreement
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Dear Sirs:
Reference is made to the Omnibus Agreement, dated as of October 9,
1984, between Xxxxxxx, Xxxxxxx & Xxxxx ("Xxxxxxx") and American Association of
Retired Persons ("AARP"), as amended; the Partnership Agreement, dated as of
October 9, 1984, between you and Xxxxxxx, as amended; and the Investment
Company Service Agreement (the "ICS Agreement"), dated as of October 9, 1984,
among Xxxxxxx, AARP and us, as amended. Capitalized terms used herein without
definition shall have the meanings assigned thereto in the ICS Agreement.
This Agreement constitutes the agreement required to be entered into
by you and us pursuant to Section 5 of the ICS Agreement with respect to the
series of AARP Money Market Trust (the "Funds") and referred to as the "Member
Services Agreement" therein.
We hereby agree with you as follows:
-2- February 18, 1985, as
Amended May 24, 1985
1. You agree to provide us with such advice and services relating to
investment by members of AARP in the Funds as we shall from time to time
reasonably request, including advice and services as to product design of the
Funds, the development of new products and services for the Funds and such other
information as will assist us in tailoring the Funds best to meet the investment
objectives and needs of the AARP membership, based upon your analysis thereof.
You agree to contribute or cause to be contributed certain resources to the
Funds to assist in the organization and operation of the Funds, including "seed
money" for the Funds and assistance in monitoring our activities and the
services provided by Xxxxxxx and other agents of the Funds. You agree to make
available certain of your directors, officers and staff to assist in the
operation of the Funds, and, subject to their individual consent, to serve as
directors and officers of the Funds. You also agree to facilitate communications
with and the provision of services to the AARP membership by analyzing the needs
of AARP members and recommending the appropriate services and methods of
communication for the purpose of disseminating informa-
-3- February 18, 1985, as
Amended May 24, 1985
tion and providing services relating to the Account and the Services. For this
purpose, you will arrange that there be made available to us and Xxxxxxx, in
accordance with AARP's policies and practices, membership lists of AARP and of
AARP's publications and access to advertising space in AARP publications.
Further, AARP and Xxxxxxx have granted to us the right and license to do
business under the name "AARP/Xxxxxxx Financial Management Company, and each
of AARP and Xxxxxxx will grant to the Funds a license to use certain of your
respective service marks.
2. Commencing on the earlier of (a) the second anniversary of the
initial public offering of the first of the Funds to be so offered and (b) such
time as Xxxxxxx shall have recovered, through partnership distributions by us
whenever made and through fees received by Xxxxxxx under agreements between
Xxxxxxx and us (including the Subadvisory Agreement (the "Subadvisory
Agreement"), dated as of February 18, 1985, as amended May 24, 1985, between us
and Xxxxxxx) relating to investment management and advisory services with
respect to the Funds (but only to the extent that such fees exceed the
-4- February 18, 1985, as
Amended May 24, 1985
costs and expenses incurred by Xxxxxxx in the performance of such agreements)
the full amount of the start-up expenses (including the expenses described in
Section 4 of the Investment Company Services Agreement with respect to the
Funds) incurred by Xxxxxxx in connection with the Funds and the Account, we
agree to pay you, as compensation for the services to be rendered by you
hereunder, a monthly fee equal to the Monthly Member Services Fee less an amount
equal to the unpaid portion, if any, of the Account Manager Monthly Budget
payable by you for the same month pursuant to the Member Services Agreement
dated as of November 30, 1984. The Monthly Member Services Fee shall be a
monthly fee equal to the sum of: 1/1200 of 1% of the value of the average daily
net assets of each of AARP Prime Money Fund, AARP U.S. Treasury Money Fund, AARP
Tax Free Money Fund and AARP Government Money Fund as described in the
Prospectus dated February 18, 1985 (collectively, the "Portfolios") over $300
million for a Portfolio up to and including $600 million for such Portfolio;
1/600 of 1% of the value of the average daily net assets of a Portfolio over
$600 million up to and including $900 million; 1/300 of 1% of the value of
-5- February 18, 1985, as
Amended May 24, 1985
the average daily net assets of a Portfolio over $900 million up to and
including $1,200 million; 1/200 of 1% of the value of average daily net assets
of a Portfolio over $1,200 million up to and including $1,500 million; 1/150 of
1% of the value of average daily net assets of a Portfolio over $1,500 million
up to and including $1,800 million; and 1/120 of 1% of the value of the average
daily net assets of a Portfolio over $1,800 million. The value of the average
daily net assets of the Portfolios shall be determined in the manner set forth
in the Investment Management and Advisory Agreement, dated as of February 18,
1985, as amended, May 24, 1985 between us and the AARP Money Market Trust. The
Account Manager Monthly Budget shall mean, with respect to a given month, the
greater of (a) our costs and expenses (other than fees owed by us pursuant to
this Agreement or the Subadvisory Agreement) actually incurred in that month and
(b) one-twelfth of our annual budget (other than for amounts to be paid by us
pursuant to this Agreement and the Subadvisory Agreement) most recently adopted
by our Management Committee.
-6- February 18, 1985, as
Amended May 24, 1985
3. Nothing herein shall be construed as constituting you as an agent of
us or of the Funds.
4. This Agreement shall become effective as of the date hereof and shall
remain in effect, with respect to each series of each Fund, until September 30,
1986 and shall continue in effect thereafter so long as such continuance is
specifically approved at least annually by the affirmative vote of (i) a
majority of the members of the Trustees or Board of Directors, as the case may
be, of each Fund who are not interested persons of such Fund, you or us, cast in
person at a meeting called for the purpose of voting on such approval; and (ii)
the Trustees or Board of Directors, as the case may be, of each Fund or, with
respect to each series of such Fund, the holders of a majority of the
outstanding voting securities of such series of such Fund. In the event that the
Trustees or Boards of Directors, as the case may be, or security holders of
fewer than all of the Funds, or all of the series of a Fund, fail to approve
this Agreement in the manner described in the preceeding sentence, this
Agreement shall remain in effect only with respect to such Funds, or series, as
the case may be, as do so approve
-7- February 18, 1985, as
Amended May 24, 1985
this Agreement. This Agreement may, on 60 days' written notice, be terminated at
any time without the payment of any penalty by us or, as to a particular Fund,
by the Trustees or Board of Directors, as the case may be, of such Fund or by
vote of holders of a majority of the outstanding voting securities of such Fund,
or series, with respect only to that series or by you.
5. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of each series of the Funds; and (ii) the Trustees or Board of
Directors, as the case may be, of each Fund, including a majority of the
Trustees or directors of such Fund who are not interested persons of such Fund,
you or us, cast in person at a meeting called for the purpose of voting on such
approval.
6. This Agreement shall be construed in accordance with the laws of the
State of New York.
-8- February 18, 1985, as
Amended May 24, 1985
If you are in agreement with the foregoing. please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
AARP/XXXXXXX FINANCIAL
MANAGEMENT COMPANY
By: XXXXXXX, XXXXXXX & XXXXX
A General Partner
By: /s/Illegible
-------------------------
Title:
The foregoing agreement
is hereby accepted as of
the date first written above.
AARP FINANCIAL SERVICES
CORP.
By: /s/Illegible
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Title:
Accepted:
AARP MONEY MARKET TRUST
By: /s/Xxxxxx X. Xxxxxxx
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Title:
