EXHIBIT 9(a)
NUVEEN TAX-FREE RESERVES, INC.
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Amendment No. 1 to
Transfer Agency Agreement
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This Amendment No. I to Transfer Agency Agreement is made and entered into
as of the 1st day of July, 1996 between Nuveen Tax-Free Reserves, 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-FREE RESERVES, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Name Title
Xxxxxxx X. Xxxxxxxxx, Vice President Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SHAREHOLDER SERVICES, INC.
/s/ Xxxxxxx X. Xxxxx, AVP /s/ Xxxxxxx Xxxxxxxx
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Name Title Xxxxxxx Xxxxxxxx
President
NUVEEN TAX-FREE RESERVES, INC.
TRANSFER AGENCY AGREEMENT
Appendix B
Transfer Agent Services
Service: SSI Will:
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New Account Set-Ups Process new sales applications.
Place telephone calls to account
representatives as needed to
clarify instructions for new
account set-ups.
Purchases - New and Subsequent Process mailed-in, lockbox, bank
wire, list billing, ACH, and
telephone payments as received.
Coordinate and balance UIT
reinvestment payments.
Transfers Negotiate and process all transfer
requests.
Exchanges - Mail and Telephone Negotiate and process exchange
requests. Record telephone exchange
requests.
Redemptions - Mail and Telephone Negotiate and process mailed in, ACH
and telephone redemption requests.
Record telephone redemption
requests.
Wire Order Purchases and Redemptions Process wire order purchases and
redemptions for designated
settlement period accepted on
recorded telephone lines and via
NSCC FUND/SERV. Process purchases
and redemptions for same day wire
settlement.
Account Maintenance Process all written and telephone
(Address Changes, Dividend Option maintenance. For address changes,
Changes, Name Changes, Broker or prepare and mail a notice of the
Dealer Changes, etc.) address change to the former
address.
Certificate Issuances Issue certificates as requested by
shareholders.
Telephone Services Provide efficient handling of all
incoming shareholder and
broker/dealer telephone calls. Make
outgoing clarification
calls/coordination with Chase on
UIT/ETF consolidations. Provide
timely problem resolution for all
servicing calls. Provide automated
trend reporting.
1
Service: SSI Will:
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Correspondence with Shareholders Respond to all shareholder and
and Broker/Dealers broker/dealer written inquiries.
Document all correspondence
affecting shareholder accounts on
the Shareholder Accounting System.
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.
Commission Statements Provide bimonthly commission
statements listing each purchase and
the portion of the sales charge paid
to the broker/dealer.
Commission Checks Provide bimonthly commission checks
to broker/dealers.
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
Number Solicitation and validate taxpayer identification
Backup Withholding numbers; 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).
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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.
Networking Accounts Provide transmission and appropriate
services for each network level.
Cash Availability Transmit mutual fund activity to
designated entity on a daily basis
for cash availability purposes.
Commission/12b-1 Balancing Provide balancing reports for
commission and 12b-1 payments.
3
NUVEEN TAX-FREE RESERVES, 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 Fees*
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First 20,000 Accounts** $22.00 per account
Next 30,000 Accounts** $20.00 per account
Over 50,000 Accounts** $19.00 per account
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.
** The determination of the number of accounts for purposes of determining the
per account fee shall be based on all Nuveen Funds using the same fee schedule
and shall be allocated on a Fund by Fund basis in a manner determined by the
Transfer Agent based on the number of accounts in each fund.
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.
