EXHIBIT 9(a)
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
Amendment No. 1 to
Transfer Agency Agreement
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This Amendment No. 1 to Transfer Agency Agreement is made and entered into
as of the 1st day of July, 1996 between Nuveen Tax-Exempt Money Market Fund,
Inc. (the "Fund") and Shareholder Services, Inc. ("SSI").
WITNESSETH:
WHEREAS, the Fund and SSI have entered into a Transfer Agency Agreement
dated December 19, 1994 (the "Transfer Agency Agreement"); and
WHEREAS, SSI and the Fund desire to amend the Transfer Agency Agreement as
herein provided.
NOW THEREFORE, the parties hereto AGREE as follows:
1. The first sentence of Section 9.1 is hereby revised by deleting "June
30, 1996" and insert in its place "June 30, 1997".
2. Appendix B to the Transfer Agency Agreement is deleted in its entirety
and replaced with the Appendix B attached hereto.
3. Appendix C to the Transfer Agency Agreement is deleted in its entirety
and replaced with the Appendix C attached hereto.
4. As herein amended, the Transfer Agency Agreement is hereby ratified
and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No 1 to
the Transfer Agency Agreement to be duly executed as of the day and year first
above written.
Attest: NUVEEN TAX-EXEMPT MONEY
MARKET FUND, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Name Title Name: Xxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Vice President Title: Vice President
Attest: SHAREHOLDER SERVICES, INC.
/s/ Xxxxxxx X. Xxxxx, AVP /s/ Xxxxxxx Xxxxxxxx
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Name Title Xxxxxxx Xxxxxxxx
President
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
TRANSFER AGENCY AGREEMENT
Appendix B
Transfer Agent Services
Service: SSI Will:
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Mailed-In Transactions Process all mailed-in new account
set-ups, purchases, transfers,
exchanges, redemptions and account
maintenance.
Shareholder Confirms Prepare and mail confirmations of
(Daily/Monthly/Quarterly/Annual) daily account activity. Prepare and mail
monthly, quarterly, and annual
confirmations as directed by the fund.
Dealer Confirms Prepare and mail weekly dealer
confirmations listing activity on client
accounts as directed by the Fund.
Distribution Disbursements Prepare and mail cash distribution
checks. Process reinvested
distributions.
Daily Transmission of Reports Transmit daily transaction activity
reports, balancing reports, and sales
information via telephone lines to a
printer at Nuveen.
Fund Summary Sheets Prepare daily reports that summarize
by type of transaction all capital
stock activity for each fund.
Transmit/download wire/capital stock
activity information to Chase.
Sales Reporting Provide daily, weekly, monthly,
quarterly, and annual reports of sales
information.
12b-1 Reporting Complete 12b-1 processing including
calculating the 12b-1 payment amounts
and sending checks to the broker/dealer
home offices. Provide a listing broken
down by sales representative within each
branch.
Invalid Taxpayer Identification Mail Forms W-9 as required to validate
Number Solicitation and taxpayer identification numbers;
Backup Withholding institute backup withholding as required
by IRS regulations, and timely send all
notices.
Regulatory Reporting Compute, prepare, and mail all necessary
reports to shareholders, federal, and/or
state authorities (Forms 1099-DIV,
1099-B, and 1042S).
1
Service: SSI Will:
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Front-End Imaging of Documents Front-end Image all incoming documents.
Cost Basis Reporting Provide cost basis information as
available to shareholders annually for
use in determining capital gains and
losses.
Blue Sky Reporting Provide monthly report of purchases and
redemptions by state.
Financial Reporting Mailings Provide mail handling for 2 financial
reports per fund per year to Nuveen
shareholders.
Prospectus Mailings Provide mail handling for 1 prospectus
per fund per year to Nuveen
shareholders.
Proxy Solicitation and Tabulation Perform 1 proxy solicitation and
tabulation per fund per year.
12b-1 Balancing Provide balancing reports for 12b-1
payments.
2
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC.
TRANSFER AGENCY AGREEMENT
Appendix C
Fee Schedule
The Transfer Agent will provide the transfer agent services listed on
Appendix B for the Fund at the rates set forth below:
Annual Transfer Agent Fees:
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Annual-Per-Account Fee* - $7.00
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Out-Of-Pocket Expenses:
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Out-of-pocket expenses may be incurred by either the Fund or the Transfer
Agent and are not included in the annual Transfer Agent Fees. Those out-of-
pocket expenses directly incurred by the Transfer Agent will be billed to the
Fund on a monthly basis. These out-of-pocket expenses include, but are not
limited to, the printing of forms, envelopes, postage and proxy solicitation
fees for the shareholder mailings, costs of abandoned property reports or
searches for missing or inactive shareholders, equipment and system access
costs, microfilm, telephone line and usage charges, overnight express mail
charges, check signature plates and stamps, and programmer/analyst and testing
technician time beyond that agreed to in writing. Bank charges and earnings
credit will be billed directly to the Fund by United Missouri Bank (or other
banks). The Transfer Agent may require the prior payment of anticipated out-of-
pocket expenses from time to time.
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* Payable on a monthly basis for each non-retirement plan account in existence
at the end of the month. Retirement Plan accounts may be subject to a separate
fee schedule to be negotiated.
These fees are valid for twelve months after which they are subject to change,
from time to time.
The Transfer Agent shall, from time to time, but no more frequently than
monthly, send an invoice to the Fund itemizing the compensation and expense
reimbursement. The Fund shall pay such invoice (except to the extent that the
amount thereof is in dispute) by wire not later than 30 days after receipt of
the invoice.
