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EX-99.B6.(b)
ADMINISTRATION, SHAREHOLDER SERVICES
AND DISTRIBUTION AGREEMENT
AGREEMENT made this 14th day of October, 1988, by and between CASH EQUIVALENT
FUND, a Massachusetts business trust (the "Fund"), and XXXXXX FINANCIAL
SERVICES, INC., a Delaware corporation ("KFS").
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 KFS to act as administrator for the benefit
of the Fund and its shareholders to provide information and services for
existing and potential shareholders of the Fund. In this regard, KFS shall
appoint various Firms to provide a cash management service for their clients
through the Fund. The Firms shall provide such office space and equipment,
telephone facilities, personnel, literature distribution, advertising and
promotion as is necessary or beneficial for providing information and services
to potential and existing shareholders and to assist the Fund's shareholder
service agent in servicing accounts of the Firm's clients who own Fund shares
("clients"). Such services and assistance may include, but not be limited to,
establishment and maintenance of shareholder accounts and records, processing
purchase and redemption transactions, automatic investment in Fund shares of
client account cash balances, answering routine client inquiries regarding the
Fund, assistance to clients in changing dividend options, account designations
and addresses, and such other services as the Fund may reasonably request. KFS
may also provide some of the above services for the Fund.
KFS accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. KFS 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. It is understood and agreed that
KFS, by separate agreement with the Fund, may also serve the Fund in other
capacities.
In carrying out its duties and responsibilities hereunder, KFS will, pursuant
to separate written contracts, appoint various Firms to provide administrative,
distribution and other services described herein directly to or for the benefit
of existing and potential shareholders who may be clients of such Firms. Such
Firms shall at all times be deemed to be independent contractors retained by
KFS and not the Fund. The agreements between KFS and such Firms shall be
substantially in the form attached hereto as Appendix I. The fee schedule in
the services agreement in effect
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for any specific Firm may be varied from that set forth in the attached
Appendix in the discretion of KFS.
This Agreement applies to the three currently authorized series of shares of
the Fund ("Portfolios"). These Portfolios are the "Money Market Portfolio,"
the "Government Securities Portfolio" and the "Tax-Exempt Portfolio."
2. For the services and facilities described in Section 1, the Fund will pay
to KFS at the end of each calendar month an administrative fee computed at an
annual rate of 0.38 of .1% of the average daily net assets of the Money Market
Portfolio and the Government Securities Portfolio and at an annual rate of
0.33 of 1% of the average daily net assets of the Tax-Exempt Portfolio. The
fees shall be charged to each Portfolio of the Fund subject to this Agreement
based upon the average daily net assets of such Portfolio and at the annual
rate applicable to such Portfolio as provided above. 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 the month and year, respectively. The services of KFS to the
Fund under this Agreement are not to be deemed exclusive, and KFS shall be
free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
The net asset value for each Portfolio 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 any Portfolio 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 KFS under this
Agreement.
4. KFS shall prepare reports for the Board of Trustees of the Fund on a
quarterly basis showing amounts paid to the various Firms, the basis for any
discretionary payments made to such Firms and such other information as from
time to time shall be reasonably requested by the Board of Trustees.
5. This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Fund or by KFS on sixty (60) days written notice to the other party.
The Fund may effect such termination with respect to a Portfolio by a vote of
(i) a majority of the Board of Trustees, (ii) a majority of the trustees who
are not interested persons of the Fund and who have no direct or indirect
financial interest in this Agreement or in
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any agreement related to this Agreement, or (iii) a majority of the outstanding
voting securities of the Portfolio.
This Agreement may not be amended to increase the amount to be paid by a
Portfolio to KFS for services hereunder without the vote of a majority of the
outstanding voting securities of such Portfolio. All material amendments to
this Agreement must in any event be approved by a vote of the Board of Trustees
of the Fund including the trustees who are not interested persons of the Fund
and who have no direct or indirect financial interest in this Agreement or in
any agreement related to this Agreement, cast in person at a meeting called for
such purpose.
This Agreement shall become effective at 5:00 p.m. (CST) on the date hereof and
shall continue until December 1, 1989 and shall continue from year to year
thereafter with respect to each Portfolio only so long as such continuance is
approved for each Portfolio at least annually by a vote of the Board of
Trustees of the Fund including trustees who are not interested persons of the
Fund and who have no direct or indirect financial interest in this Agreement.
The terms "assignment", "interested" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment Company
Act of 1940 and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of KFS to receive
payments on any unpaid balance of the compensation described in Section 2
earned prior to such termination.
6. In connection with any distribution activities pursuant to this Agreement,
KFS agrees that it and the Firms shall not use or distribute or authorize the
use or distribution of any statements other than those contained in the Fund's
current prospectus or in such supplemental literature or advertising as may be
authorized by the Fund or KFS.
7. 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.
8. 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.
9. The Underwriting Agreement, dated November 29, 1985, between the Fund and
KFS is hereby incorporated herein and made a part hereof and is subject to the
terms and conditions herein set forth.
10. All parties hereto are expressly put on notice of the Cash Equivalent Fund
Agreement and Declaration of Trust and all
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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 KFS for recovery of that portion of the service fees (or any other
liability of the Fund arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or otherwise, KFS shall
have recourse solely against the assets of that Portfolio to satisfy such claim
and shall have no recourse against the assets of any other Portfolio for such
purpose.
11. This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 10 hereof which shall be construed in
accordance with the laws of The Commonwealth of Massachusetts) the laws of the
State of Illinois.
12. This Agreement supersedes the Administration, Shareholder Services and
Distribution Agreement between the Fund and KFS dated December 1, 1986.
IN WITNESS WHEREOF, the Fund and KFS have caused this Agreement to be executed
as of the day and year first above written.
CASH EQUIVALENT FUND
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Title: President
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
---------------------------
Title: Assistant Secretary
XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Title: Sr. V.P.
ATTEST:
/s/ Xxxxx X. Xxxxxxxxxxx
----------------------------
Title: Assistant Secretary
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SERVICES AGREEMENT
AGREEMENT made as of the day of between XXXXXX FINANCIAL
SERVICES, INC. ("KFS"), as administrator for CASH EQUIVALENT FUND (the "Fund")
pursuant to the Administration, Shareholder Services and Distribution
Agreement dated , ("Administration Agreement") and (the "Firm").
In consideration of the mutual covenants hereinafter contained, the parties
agree as follows:
1. KFS hereby appoints the Firm to provide a cash management service for its
clients through the Fund. The Firm shall provide such office space and
equipment, telephone facilities, personnel, literature distribution,
advertising and promotion as is necessary or beneficial for providing
information and services to potential and existing shareholders, and to assist
the Fund's shareholder services agent in servicing accounts of the Firm's
clients who own Fund shares ("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 Fund shares of client account cash balances, answering
routine client inquiries regarding the Fund, assistance to clients in changing
dividend options, account designations and addresses, and such other services
as KFS may reasonably request.
The Firm shall provide such security as is necessary to prevent unauthorized
use of any on-line computer facilities. The Firm agrees to release, indemnify
and hold harmless the Fund, KFS, United Missouri Bank of Kansas City, N.A., and
DST Systems, Inc. from any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by the Firm,
its officers, employees or agents regarding the purchase, redemption, transfer
or registration of Fund shares for accounts of the Firm, its clients and other
shareholders. Principals of the Firm will be available to consult from time to
time with KFS concerning administration and performance of the Services
contemplated by this Agreement.
The Firm accepts such appointment and agrees during such period to render such
services and to assume the obligations herein set forth for the compensation
herein provided. The Firm 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 or KFS in
any way or otherwise be deemed an agent of the Fund or KFS.
2. For the services and facilities described in Section 1, KFS will pay a
fee to the Firm after the end of each month at the annual rate applicable
to the average aggregate daily net asset value of shares of the Portfolios of
the Fund in the accounts for
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which the Firm provides services, in accordance with the schedules below.
Money Market and Government Securities Portfolio
Applicable Fee
Average Daily Net Assets Rate (Annualized)
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Less than $10 million . . . . . . . . . . . . . .15 of 1%
$10 million but less than $50 million . . . . . .27 of 1%
$50 million but less than $100 million. . . . . .30 of 1%
$100 million but less than $250 million . . . . .34 of 1%
$250 million but less than $1 billion . . . . . .38 of 1%
$1 billion or more .40 of 1%
Tax-Exempt Portfolio
Applicable Fee
Average Daily Net Assets Rate (Annualized)
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Less than $10 million . . . . . . . . . . . . . .15 of 1%
$10 million but less than $50 million . . . . . .27 of 1%
$50 million but less than $100 million. . . . . .30 of 1%
$100 million or more. . . . . . . . . . . . . . .33 of 1%
In computing the Firm's fee, one-twelfth of the applicable fee rate set forth
above shall be applied to the average aggregate daily net asset value of shares
of the applicable Portfolio of the Fund in accounts for which the firm provides
services for the month in question. Each month's fee shall be determined
independently of every other month's fee. For purposes of determining which
fee rates are applicable for the Firm under the schedules set forth above,
average daily net assets will be the aggregate of such assets in accounts of
all Portfolios of the Fund serviced by such Firm. KFS may in its sole
discretion from time to time pay additional amounts to the Firm, either on the
basis of a percentage of the average aggregate daily net asset value of shares
of the Portfolios of the Fund in accounts serviced by such Firm or as fixed
dollar amounts. KFS may in its discretion limit the applicable fee rate under
the above schedule pertaining to the Money Market and Government Securities
Portfolios to a maximum of .38 of 1%. For the month 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 the month.
3. No person is authorized to make any representations concerning the Fund,
or shares of the Fund or shareholder
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services except in accordance with the terms of this Agreement. Neither the
Firm nor its agents will use or distribute, or authorize the use or
distribution of, any statements other than those contained in the Fund's
current prospectus or in such supplemental literature or advertising as may be
authorized by the Fund or KFS.
4. The Firm shall prepare such quarterly reports for KFS as shall reasonably
be requested by KFS.
5. This Agreement shall become effective on the date hereof and shall
continue in effect until terminated. This Agreement shall automatically
terminate in the event of its assignment and upon any termination of the
Administration Agreement. It may be terminated at any time by the Firm or by
KFS on thirty (30) days written notice.
6. The Firm acknowledges that KFS may enter into similar agreements with
others without the consent of the Firm.
7. 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 affected
thereby.
8. This Agreement supersedes all prior services agreements between the
parties, relating to the Fund, except the Selling Group Agreement, if any.
9. All communications to KFS should be sent to 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000. Any notice to the Firm shall be duly given if mailed
or telegraphed to the address specified below. This Agreement shall be
construed in accordance with the laws of Illinois.
The Firm Xxxxxx Financial Services, Inc.
By:_________________________ By:____________________________
Firm's Address:
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