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EXHIBIT 99.B9(c)
OMNIBUS ACCOUNT SERVICES AGREEMENT
AGREEMENT entered into as of 8/31/96 by and between Xxxxxx Service
Company, a Delaware corporation, with its principal place of business in
Chicago, Illinois ("KSvC"), and Dominion Institutional Services Inc., a Texas
corporation, with its principal place of business in Dallas, Texas ("the
Firm").
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
Client-shareholders shall mean those clients of the Firm who maintain an
interest in an omnibus account with the Fund registered in the nominee name of
the Firm and who receive services from the Firm under this Agreement.
Fund shall mean the registered investment company or companies described
in the exhibit or exhibits attached hereto. This Agreement shall apply
separately to each Fund described in the exhibits hereto.
Prospectus shall mean the prospectus and statement of additional
information of the Fund as in effect from time to time.
In consideration of the mutual covenants herein contained, the parties
agree as follows:
1. The Firm agrees to perform certain services for the
Client-shareholders as more particularly set forth below. The Firm represents
and warrants that it has and will continue at all times material hereto to have
the necessary facilities, equipment and personnel to perform its services
hereunder in a businesslike and competent manner. The Firm further represents
and warrants that it provided complete and accurate information to those who,
on behalf of KSvC and the Fund, reviewed the Firm's procedures, facilities and
equipment prior to the execution of this Agreement.
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2. The Firm represents and warrants that all Client-shareholders are
aware of and have agreed to the arrangements provided for in this Agreement,
including the effect of this Agreement on the availability of services to the
Client-shareholders. The Firm further represents and warrants that all
Client-shareholders are aware of and have agreed that they are transacting
business with the Firm and not the Fund, and that they will look only to the
Firm and not the Fund for resolution of problems or discrepancies in their
accounts.
3. The Firm agrees that it will establish with the Fund one or more
omnibus accounts registered in the Firm's nominee name for Client-shareholders
in the Fund, and will perform various services for the Client-shareholders in
those accounts, including without limitation: maintaining records of
Client-shareholders' transactions; mailing periodic reports, Prospectuses and
other Fund communications to Client-shareholders; withholding taxes on
non-resident alien accounts; disbursing income dividends and capital gains
distributions; reinvesting dividends and distributions; preparing and
delivering to Client-shareholders, and state and federal authorities, including
the United States Internal Revenue Service and the Securities and Exchange
Commission, such information respecting dividends and distributions paid by the
Fund to the Firm for its Client-shareholders as may be required by law, rule or
regulation; withholding on dividends and distributions as my be required by
state or Federal authorities from time to time; making disbursements to
withdrawal plan holders; and handling and confirming Client-shareholder
transactions. The Firm agrees that it will perform its duties and services
under this Agreement in accordance with the Fund's Prospectus.
4. KSvC will have the sole authority and responsibility under this
Agreement for countersigning securities of the Fund, monitoring the issuance
of securities of the Fund with a view to preventing unauthorized issuance,
registering the transfer of securities of the Fund, exchanging or converting
securities of the Fund, or transferring record ownership of securities of the
Fund by bookkeeping entry without physical issuance of securities certificates
of the Fund. While the Firm will provide the services to its
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Client-shareholders as described in this Agreement, the Firm will not engage in
countersigning securities of the Fund, monitoring the issuance of securities of
the Fund with a view to preventing unauthorized issuance, registering the
transfer of securities of the Fund, exchanging or converting securities of the
Fund, or transferring record ownership of securities of the Fund by bookkeeping
entry without physical issuance of securities certificates of the Fund.
5. The Firm shall maintain all historical Client-shareholder records
in a form that is either compatible with KSvC's system or readily convertible
to KSvC's system and consistent with the requirements of all applicable laws,
rules and regulations. Upon the request of the Fund or KSvC, the Firm shall
provide copies of all the historical records relating to Client-shareholder
transactions, written communications regarding the Fund to or from such Client-
shareholders, and other materials. The Firm shall make available on a regular
basis to KSvC records or communications necessary to determine the number of
Client-shareholders in each Firm omnibus account. On a daily basis the Firm
shall reconcile the Firm's account balances with the official omnibus records
of KSvC. Periodically, the Firm shall provide to KSvC a detailed report of
Client-shareholder purchases of shares of the Fund by state, for state Blue Sky
law reporting purposes. The Firm, at its expense, will instruct its auditors to
perform an annual review in accordance with Statement on Auditing Standards No.
30 of its practices, procedures and controls made pursuant to this Agreement.
Copies of such report shall be given to KSvC. If, at any time, KSvC determines
that the Firm's practices, procedures or controls are inadequate, written
notice of such inadequacy shall be given to the Firm, and the Firm shall have
15 days plus any additional time which KSvC may provide to correct its
practices, procedures or controls. In the event such practices, procedures or
controls are not adequately corrected by the Firm, KSvC shall have the right to
immediately terminate this Agreement. Nothing in this Agreement shall impose
upon KSvC the obligation to review the Firm's practices, procedures and
controls.
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6. The official records of transactions of the Firm's omnibus
accounts and the number of shares in such omnibus accounts shall be as
determined by KSvC. The Firm shall be solely responsible and liable for any
discrepancies between its records and the records of KSvC and for the
maintenance of all records regarding the Client-shareholders, the
Client-shareholders' transactions, and the Client-shareholders' interest in the
omnibus accounts.
7. The Firm is solely responsible for any reconciliation of the
Firm's accounts with KSvC records of the Firm's omnibus account. If any such
reconciliation indicates any unexplained reconciling item or items, KSvC agrees
to assist the Firm in resolving any discrepancies.
8. KSvC will make the proxy solicitations of Client-shareholders.
Although the Firm will not bear the cost incurred by KSvC in making such proxy
solicitations, the Firm agrees that it will prepare at its own expense adequate
computer tapes compatible with KSvC's computer equipment and software so that
KSvC may make proper proxy solicitations of Client-shareholders. The tapes will
be in a format acceptable to KSvC and will contain Client-shareholder
registration information, mailing information, and the number of shares in
which the Client-shareholder has an interest on the record date. Within 3 days
after the record date, the Firm shall provide these tapes to KSvC. KSvC will
provide reasonable notice to the Firm of the record date. If the tapes provided
by the Firm are not adequate, the Firm agrees that it will cooperate fully in
order to provide adequate tapes.
9. The Firm will not maintain or issue share certificates of the Fund
and will not perform services pursuant to this Agreement for shareholders of
the Fund who request certificates be issued on their account.
10. KSvC represents and warrants that it will not use any information
relating to Client-shareholders received pursuant to this Agreement to solicit
or otherwise attempt to sell products to Client-shareholders.
11. As compensation for the Firm's services hereunder, KSvC shall pay
to the Firm such amounts as may from time to time be agreed upon in writing by
the parties. The initial terms, conditions and amounts of such payments are set
forth in the exhibit or exhibits attached hereto. Except as otherwise
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agreed in writing with KSvC with respect to specific expenditures by the Firm,
the Firm shall be solely responsible for all costs and expenses of providing
services under this Agreement and in complying with the terms hereof and the
aforesaid compensation shall be in full payment thereof.
12. With regard to all the services provided to its Client-
shareholders by the Firm, the Firm is an independent contractor, is solely
responsible for its actions or inactions, and is not and does not have
authority to act as, an agent of KSvC or the Fund. The Firm is solely
responsible to its Client-shareholders and agrees that at all times, including
after termination of this Agreement, it will be responsible for all complaints
and inquiries from its Client-shareholders relating to the Firm's actions or
inactions under this Agreement or relating to the Client-shareholders' accounts
during the period in which this Agreement was in effect. The Firm agrees to
indemnify KSvC, the Fund, the Fund's transfer agent, and Xxxxxx Financial
Services, Inc. and to defend and hold each of them harmless with respect to any
and all loss, claim, demand, damage or liability to which any of them may by or
may become subject as a result or arising out of any act or failure to act the
Firm or by any officer, employee or agent of the Firm or as a result or arising
out of the services provided or to be provided by the Firm to its Client-
shareholders under this Agreement. The Firm shall also indemnify KSvC, the
Fund, the Fund's transfer agent and Xxxxxx Financial Services, Inc. for
reasonable attorney's fees and other out-of-pocket costs incurred as a result
of any such loss, claim, demand, damage or liability. To the extent necessary
to protect KSvC, the Fund, the Fund's transfer agent and Xxxxxx Financial
Services, Inc., and with their consent, the Firm shall provide for an
appropriate defense against any such loss, claim, demand, damage or liability.
The indemnification provision set forth in this Paragraph shall not extend to
any loss, claim, demand or liability arising from a material error or omission
contained in the Fund's prospectus, provided that the error or omission was not
a result of information provided by the Firm. This Paragraph shall survive the
termination of this Agreement.
13. The Firm represents and warrants that it has and will maintain
adequate insurance coverage
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as is appropriate for the Firm's duties under this Agreement.
14. The Firm represents and warrants that it will comply with and has
and will continue to have adequate personnel and systems to comply with any
applicable laws, rules and regulations related to the services to be provided
under this Agreement, including the maintenance and preservation of all records
and registrations required by any applicable laws, rules and regulations.
15. Upon termination of this Agreement, the Firm shall provide KSvC
with the historical Client-shareholder records. The Firm shall, at the Firm's
expense, take all necessary steps to provide KSvC the historical Client-
shareholder records and a computer tape compatible with KSvC's computer
equipment and software reflecting all those records, and the Firm shall be
responsible and liable for any loss, claim, demand, damage or liability
relating to its failure to comply with this provision, relating to any
discrepancies or inaccuracies in the data provided, or relating to any, expense
incurred in incorporating those records.
16. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois. This Agreement may not be assigned by
the Firm.
17. This Agreement may be terminated by any party upon thirty (30)
days notice to either party. The Fund may direct that this Agreement be
automatically terminated.
18. Whenever notice is required under this Agreement, it shall be
given in writing by registered mail to KSvC at 000 X. XxXxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx, 00000, attention, Mr. Xxxxxx Xxxxxxx, President; and to the Firm at
000 Xxxxxx #000, Xxxxxx XX 00000, attention, C. Xxxxx Xxxxxxx, Xx., President.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written by their respective officers
hereunto duly authorized.
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XXXXXX SERVICE COMPANY
By: /s/ [ILLEGIBLE]
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Title:
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THE FIRM
By: /s/ [ILLEGIBLE]
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Title: President
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Exhibit 1 of 1
FUND: Cash Account Trust
FEE SCHEDULE
Pursuant to paragraph 11 of the Omnibus Account Services Agreement to
which this exhibit is attached and made a part of, KSvC shall pay to the Firm,
at the end of each calendar month, a fee computed at an annual rate of.15 of 1%
of the average daily net asset value of Fund shares in accounts in the Fund's
Money Market Portfolio for which the Firm provides services under the Agreement
and.10 of 1% of the average daily net asset value of shares of the Fund's
Government Securities Portfolio and Tax-Exempt Portfolio for which the Firm
provides services under the Agreement. For the month in which the Agreement
becomes effective or terminates, there shall be an appropriate proration of
fees based upon the number of days that the Agreement is in effect during the
month.
