Exhibit (h)(11)
ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT
SERIES: TAX-EXEMPT PORTFOLIO
CLASS: TAX-EXEMPT CASH MANAGED SHARES
AGREEMENT made this __ day of September, 1999, by and between CASH
ACCOUNT TRUST, a Massachusetts business trust (the "Fund"), and XXXXXX
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to act as administrator for the series
and class of the Fund referred to above (the "Class") to provide information and
administrative services for the benefit of the Class and its shareholders. In
this regard, KDI shall appoint various broker-dealer firms and other financial
services firms ("Firms") to provide administrative services for their clients
through the Fund. Their Firms shall provide such office space and equipment,
telephone facilities and personnel as is necessary or beneficial for providing
information and services to shareholders of the Class and to assist the Fund's
shareholder service agent in servicing accounts of the Firm's clients who own
shares of the Class ("clients"). Such services and assistance may include, but
are not limited to, establishment and maintenance of shareholder accounts and
records, processing purchase and redemption transactions, automatic investment
in Class shares of client account cash balances, answering routine options,
account designations and addresses, and such other services as the Fund or KDI
may reasonably request. KDI may also provide some of the above services for the
Class directly.
KDI accepts such appointment and agrees during the term hereof to
render such services and to assume the obligations herein set forth for the
compensation herein provided. KDI shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Fund in any
way or otherwise be deemed an agent of the Fund. KDI, by separate agreement with
the Fund, may also serve the Fund in other capacities. The services of KDI to
the Fund under this Agreement are not to be deemed exclusive, and KDI shall be
free to render similar services or other services to others.
As noted above, in carrying out its duties and responsibilities
hereunder, KDI will appoint various Firms to provide administrative and other
services described herein directly to or for the benefit of shareholders of the
Class who may be clients of such Firms. Such Firms shall at all times be deemed
to be independent contractors retained by KDI and not the Fund. KDI and not the
Fund will be responsible for the payment compensation to such Firms for such
services.
2. For the services and facilities described in Section 1, the Fund
will pay to KDI, as an expense of the Class, at the end of each calendar month
an administrative services fee computed at an annual rate of up to 0.25 of 1% of
the average daily net assets of the Class. The current fee schedule is set forth
on Appendix I hereto. For the month and year in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement is in effect
during such month and year, respectively.
The net asset value for the Class shall be calculated in accordance
with the provisions of the Fund's current prospectus. On each day when net asset
value is not calculated, the net asset value of a share of the Class shall be
deemed to be the net asset value of such a share as of the close of business on
the last day on which such calculation was made for the purpose of the foregoing
computations.
3. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by KDI under
this Agreement.
4. This Agreement may be terminated at any time without the payment of
any penalty by the Fund or by KDI on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of KDI to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination.
5. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
7. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto, all of which are
on file with the Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained therein. This
Agreement has been executed by and on behalf of the Fund by its representatives
as such representatives and not individually, and the obligations of the Fund
hereunder are not binding upon any of the trustees, officers or shareholders of
the Fund individually but are binding upon only the assets and property of the
Fund. With respect to any claim by KDI for recovery of that portion of the
administrative services fees (or any other liability of the Fund arising
hereunder) related to a particular series and class of the Fund, whether in
accordance with the express terms hereof or otherwise, KDI shall have recourse
solely against the assets of such series and class to satisfy such claim and
shall have no recourse against the assets of any other series and class of the
Fund for such purpose.
8. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 7 hereof which shall be construed in
accordance with the laws of The Commonwealth of Massachusetts) the laws of the
State of Illinois.
9. This Agreement is the entire contract between the parties relating
to the subject matter hereof and supersedes all prior agreements between the
parties relating to the subject matter hereof.
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IN WITNESS WHEREOF, the Fund on behalf of the Class and KDI have caused
this Agreement to be executed as of the day and year first above written.
CASH ACCOUNT TRUST XXXXXX DISTRIBUTORS, INC.
By: By:
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Title: Title:
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APPENDIX I
CASH ACCOUNT TRUST
FEE SCHEDULE FOR ADMINISTRATION
AND SHAREHOLDER SERVICES AGREEMENT
SERIES: TAX-EXEMPT PORTFOLIO
CLASS: TAX-EXEMPT CASH MANAGED SHARES
Pursuant to Section 2 of the Administration and Shareholder Services Agreement
to which this Appendix is attached, the Fund and Xxxxxx Distributors, Inc. agree
that the administrative service fee will be computed at an annual rate of 0.15
of 1% of the average daily net assets of the Class, as defined in the Agreement.
Dated:
CASH ACCOUNT TRUST XXXXXX DISTRIBUTORS, INC.
By: By:
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Title: Title:
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