AGREEMENT dated December 12, 1980 between Short Term Income Fund, Inc., a
Maryland corporation (the "Fund") and Discount Brokerage Corporation, a Delaware
corporation (the "Broker").
Short Term Income Fund, Inc. is registered as an
investment company under the Investment Company Act of 1940, as amended, and a
registration statement under the Securities Act of 1933, as amended, relating to
its shares of common stock, par value $.001 per share ("Shares'), is in effect.
Short Term Income Fund, Inc. and the Broker desire to enter into an agreement to
enable the Broker to establish accounts through which its customers may acquire
Shares in accordance with the terms of the prospectus contained in the said
registration statement, as amended and supplemented from time to time (the
"Prospectus").
NOW, THEREFORE, the Broker and the Fund agree as follows:
1. Definitions. The following terms shall have
the following meanings:
(a) "Bank Business Day" means any Business Day that is not a bank
holiday in the State of New York.
(b) "Business Day" means any day the New York Stock Exchange, Inc. is
open for trading.
(c) "Correspondent" means Xxxxxx Xxxxxx Clearing Corporation, a
Delaware corporation, or any other registered broker-dealer appearing, directly
or in "street" or "nominee" name, on the Fund's records as the owner of Shares
held for the Broker or for any of its customers.
(d) "Customer Account" means an account with the Fund established by
and in the name of the Correspondent, on behalf of a customer of the Broker
acquiring Shares, having the same account number or designation as the
customer's account with the Broker.
(e) "Transfer Agent" means The Bank of New York and any successor
transfer agent appointed from time to time by the Fund.
(f) "Participating Broker' means any registered broker-dealer which
has established and maintains accounts with the Fund on behalf of the broker's
customers similar to
II - 6
the Customer Accounts established pursuant to this Agreement, and any other
registered broker-dealer appearing, directly or in "street' or "nominee" name,
on the Fund's records as the owner of Shares held for a Participating Broker or
any of its customers.
2. The Broker acknowledges that it has received the Fund's Prospectus
and agrees that prior to or simultaneously with establishing any Customer
Account the Broker shall deliver or cause the Correspondent to deliver a current
Prospectus to the customer on whose behalf the Customer Account is being
established. The Fund shall from-time to time provide the Broker or, if so
directed by the Broker, the Correspondent with such quantities of current
Prospectuses as the Broker may reasonably request.
3. The Broker shall cause the Correspondent to act as the holder of
record of all Shares held from time to time in the Customer Accounts and neither
the Fund nor the Transfer Agent shall be obligated to accept instructions
relating to the purchase or redemption of Shares from anyone other than the
Correspondent. The Broker shall cause the Correspondent to prepare monthly, and
furnish to the Transfer Agent, a current list showing, for each of the
Correspondent's Customer Accounts, the customer's name, address, and broker's
identification number, and, if requested by the Fund, shall prepare and furnish
to the Transfer Agent, within one Business Day of the request, unless unusual
circumstances render doing so infeasible, and, in any event not later than
within two Business Days of the request, a current list updating the information
contained in the previously furnished monthly list. The Fund shall not use any
list provided pursuant to this paragraph for any purpose other than furnishing
the list to the staff of the Securities and Exchange Commission if the staff
requests the list from the Fund.
4. (a) Each Bank Business Day, after the close of trading on the New
York Stock Exchange, Inc. on such day, the Broker shall cause the Correspondent
to deliver to the Transfer Agent, in such form as may be agreed upon from time
to time by the Broker and the Fund, all orders received or initiated by the
Broker on such day for the purchase or redemption of Shares on behalf of any
Customer Account. Orders for the purchase or redemption of Shares received or
initiated by the Broker on any Business Day that is not a Bank: Business Day
shall be combined with such orders so received or initiated on the next
following Bank Business Day. If an order for the
II - 7
purchase of Shares on behalf of a Customer Account, is not accompanied by an
amount in Federal Funds sufficient to effect the purchase, then the Broker shall
cause the Correspondent to deliver the order to the Fund's Transfer Agent
promptly following the availability to the Correspondent of sufficient Federal
Funds to effect the purchase.
(b) If on any Business Day there is an excess of the aggregate
number of Shares to be purchased pursuant to orders delivered by the
Correspondent to the Transfer Agent over the aggregate number of Shares' to be
redeemed pursuant to such orders (the "Excess Purchased Shares"), then the
Broker shall cause the Correspondent to transfer to the Transfer Agent for the
account of the Fund, as soon as practicable but not later than Noon. New York
City time, on the Bank Business Day next following such Business Day, an amount
in Federal Funds equal to the net asset value per share last computed by the
Fund on such Business Day multiplied by the number of Excess Purchased Shares
for that day.
(c) If on any Business Day there is an excess of the aggregate
number of Shares to be redeemed' pursuant to orders delivered by the
Correspondent to the Transfer Agent over the aggregate number of Shares to be
purchased pursuant to such orders (the "Excess Redeemed Shares"),then the Fund
shall transfer to a bank account of the Correspondent which it has designated in
writing, as soon as practicable but not later than Noon, New York City time, on
the Bank Business Day next following such Business Day, an amount in Federal
Funds equal to the net asset value per share last computed by the Fund on such
Business Day multiplied by the number of Excess Redeemed Shares for that day.
(d) On the first Business Day following any Business Day on which
Shares are purchased or redeemed for any customer of the Broker, the Broker
shall send its customer a written confirmation of the purchase or redemption,
identifying the number of the Customer Account maintained on behalf of the
customer.
(e) As a fee for the services performed by the Broker pursuant to
this Section 4, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $1.00 for each confirmation of a purchase or of a redemption of Shares
sent to the Broker's customers during the month.
II - 8
(f) The Broker shall not impose any charges on any Customer
Account for effecting the purchase or redemption of Shares on behalf of a
Customer Account or transferring to or receiving from a Participating Broker
Shares held for any Customer Account or establish any minimum redemption or
investment maintenance requirements unless at least 10 days prior to the
imposition of the charge or establishment of the requirements the Broker has
given the Fund written notice specifying the amount or rate of the charge or
requirements and the circumstances under which the charge or requirements will
be imposed. The Broker shall not impose any initial or subsequent minimum
purchase requirement higher than the initial or subsequent minimum purchase
requirements established by the Fund from time to time.
5. Promptly following the receipt thereof from the Fund, the Broker
shall mail to each customer on whose behalf a Customer Account is then
maintained the Fund's annual reports to shareholders, proxies, proxy statements
and other communications to shareholders, including the Prospectus as amended or
supplemented from time to time, which the Fund may from time to time furnish to
the Broker, and the Fund shall reimburse the Broker for its reasonable expenses
incurred in making such mailings.
6. (a) The Broker shall include in all periodic statements of account
sent to any customer on whose behalf a Customer Account is then maintained
information regarding (i) all purchases and redemptions of Shares in the
Customer Account during the period covered by the statement,(ii) all dividends
on Shares paid into the Customer Account during such period and (iii) the number
of Shares held in the Customer Account on the closing date of the statement.
(b) The Broker shall reasonably assist the Fund and its agents in
maintaining and servicing Customer Accounts, including (without limitation)
responding to inquiries from any customer on whose behalf a Customer Account is
then maintained relating to the Customer Account.
(c) As a fee for the services performed by the Broker pursuant to
this Section 6, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $.50 per month for each Customer Account maintained by the Broker on
behalf of its customers.
II - 9
7. The aggregate annual amount of any monthly payments the Fund may
be required to make to the Broker pursuant to subsection (e) of Section 4 and
subsection (c) of Section 6 of this Agreement during the first and each
subsequent year during the term of this Agreement shall not exceed an amount
equal to $1,800 plus one tenth of one percent (.001) of the average net asset
value of the Shares held by customers of the Broker during the year or, in the
case of monthly payments made with respect to a period of less than one year, an
amount equal to the percentage of $1,800 that the period is of one year plus the
percentage of one tenth of one percent (.001) of the average net asset value of
the Shares held by customers of the Broker during the period that the period is
of one year.
8. (a) Upon a customer's request to the Broker to have the
customer's Shares transferred to another Participating Broker, the Broker shall
direct the Correspondent to instruct the Fund to effect the transfer. Except for
a transfer of Shares to a Participating Broker, which the Fund will effect
promptly following receipt of an instruction from the Correspondent, the Broker
shall not direct the Correspondent to transfer any Shares to any person except
on 20 days' written notice to the Fund setting forth the name and address of the
proposed transferee and the terms of the proposed transfer (including the
purchase price). Upon the giving of such notice, the Fund shall have the right,
at its option, to purchase from the Correspondent all or any part of the Shares
proposed to be transferred at a price computed in accordance with this-section.
(b) If the Fund determines to exercise such right to purchase,
it shall so notify the Correspondent in writing prior to the expiration of such
20--day period. If a certificate or certificates representing the Shares to be
purchased have been issued, the Broker shall cause the Correspondent to
surrender, within five days after the giving of the written notice from the Fund
of its intention to purchase such Shares, such certificate or certificates, duly
endorsed for transfer, to the Transfer Agent and the Fund shall promptly, but in
no event later than the seventh day following such surrender, pay the
Correspondent for the Shares purchased an amount in cash or marketable
securities or both equal to the net asset value per share of Shares next
determined by the Fund following the surrender, multiplied by the number of
Shares purchased.
II - 10
(c) If no certificate or certificates for the shares to be
purchased have been issued, then the Fund shall promptly, but in no event later
than the seventh day following the giving of the written notice of its intention
to purchase such Shares, pay the Correspondent for the Shares purchased an
amount in cash or marketable securities or both equal to the net asset value per
share of Shares next determined by the Fund following the giving of such written
notice multiplied by the number of Shares purchased.
(d) Any certificates representing Shares issued to the Correspondent
shall contain on their face a legend referring to this section and stating that
the transfer of such Shares is restricted and to be governed by this section.
9. The Broker shall, and shall cause the Correspondent to, permit the
Fund's independent public accountants to make such examination of the Broker's
and the Correspondent's systems for effecting purchases and redemptions, and
recording ownership, of Shares as may be necessary to enable the accountants to
provide the Fund, both at the time operations under this Agreement are initiated
and annually in connection with the Fund's preparation of its annual report on
Form N-lR under the Investment Company Act of 1940, as amended, (the "Investment
Company Act"), a report in the form required by Form N-1R under the Investment
Company Act regarding the adequacy of the Fund's internal accounting control and
systems for safeguarding securities. In addition, the Broker shall, and shall
cause the Correspondent to, promptly furnish the Fund copies of any letters of
complaint received from customers of the Broker on whose behalf Customer
Accounts are maintained regarding the Fund or its Shares as well as copies of
any replies the Broker or the Correspondent makes to those letters.
10. The Fund may terminate this Agreement at any time on not less than
seven days' written notice. The Broker may terminate this Agreement at any time
without notice by so informing the Fund in writing. No later than the seventh
day following any such termination, the Broker shall cause the Correspondent,
for any Shares of which it is the record holder for a Customer Account, (i) to
redeem the Shares, (ii) to instruct the Fund to transfer record ownership of the
Shares to a Participating Broker or (iii)to instruct the Correspondent to
transfer ownership of the Shares on the Correspondent's books and records to a
Participating Broker.
II - 11
11. Any notice required or permitted to be given in writing
pursuant to this Agreement may be sent by mail, in which case the notice shall
be deemed given on the third Business Day following the deposit of the notice
into the custody of the United States Post Office, and shall be given to the
Broker or the Fund at the following addresses:
If to the Broker
Discount Brokerage Corporation
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Correspondent:
Xxxxxx Xxxxxx Clearing Corporation
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Fund:
Short Term Income Fund, Inc.
000 Xxxx Xxxxxx - Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention of the President
12. This Agreement may not be assigned by the Broker or by the Fund,
except that this Agreement shall be binding on and inure to the benefit of the
surviving entity of a merger or consolidation between the Broker and any other
entity, provided, however, that such surviving entity is registered as a
broker-dealer under the Securities Exchange Act of 1934 or any successor
statute.
IN WITNESS WHEREOF, the Broker and the Fund have executed this
Agreement as of the date first written above.
Discount Brokerage Corporation
By /s/ Xxxx X. Beema
--------------------
Short Term Income Fund, Inc.
By /s/ Xxxxxx X. Xxxxx
----------------------
AGREEMENT dated September 10, 1980 between Short Term Income Fund, Inc.
a Maryland corporation (the "Fund) and Xxxxxxxxx & Xxxxxx, a New York limited
partnership (the "Broker").
Short Term Income Fund, Inc. is registered as an investment company
under the Investment Company Act of 1940, as amended, and a registration
statement under the Securities Act of 1933, as amended, relating to its shares
of common stock, per value $.001 per share ("Shares"). is in effect. Short Term
Income Fund, Inc. and the Broker desire to enter into an agreement to enable the
Broker to establish accounts through which its customers may acquire Shares in
accordance with the terms of the prospectus contained in the said registration
statement, as amended and supplements from time to time (the "Prospectus").
NOW, THEREFORE, the Broker and the Fund agree as follows:
1. Definitions The following terms shall have the following meanings:
(a) "Bank Business Day" means any Business Day that is not a bank
holiday in the State of New York.
(b) "Business Day" means any day the New York Stock Exchange, Inc. is
open for trading.
(c) "Customer Account" means an account with the Fund established by
and in the name of the Broker, on behalf of a customer acquiring Shares, having
the same account number or designation as the customer's account with the
Broker.
(d) "Transfer Agent" means the Bank of New York and any successor
transfer agent appointed from time to time by the fund.
(e) "Participating Broker" means any registered broker-dealer which has
established and maintains accounts with the Fund on behalf of the Broker's
customers similar to the Customer Accounts established pursuant to this
Agreement.
2. The Broker acknowledges that it has received the Fund's Prospectus
dated January 18, 1980 and agrees that prior to or simultaneously with
establishing any Customer Account it shall deliver a current Prospectus to its
customer on whose behalf the Customer Account is being established . The Fund
shall from time to time provide the Broker with such quantities of current
Prospectuses as the Broker may reasonably request.
II-13
3. The Broker shall be the holder of record of all Shares held from
time to time in the Customer Accounts and neither the Fund nor the Transfer
Agent shall be obligated to accept instructions relating to the purchase or
redemption of Shares from anyone other than the Broker. The Broker shall prepare
monthly, and furnish to the Transfer Agent, a current list showing for each of
the Broker's Customer Accounts, the customer's name, address and the broker's
identification number. The Fund shall not use the list for any purpose other
than furnishing the list to the staff of the Securities and Exchange Commission
if the staff requests the list from the Fund.
4. (a) Each Bank Business Day, after the close of trading on the New
York Stock Exchange, Inc. on such day, the Broker shall deliver to the Transfer
Agent, in such form as may be agreed upon from time to time by the Broker and
the Fund, all orders received or made by the Broker on such day for the purchase
or redemption of Shares on behalf of any Customer Account. Orders for the
purchase or redemption of Shares received or made by the Broker on any Business
Day that is not a Bank Business Day shall be combined with such orders so
received or made on the next following Bank Business Day. If an order for the
purchase of Shares on behalf of the Customer Account is not accompanied by an
amount in Federal Funds sufficient to effect the purchase, then the Broker shall
deliver the order to the Fund's Transfer Agent promptly following the
availability to the Broker of sufficient Federal Funds to effect the purchase.
(b) If on any Business Day there is an excess of the aggregate
number of Shares to be purchased pursuant to orders delivered by the Broker to
the Transfer Agent over the aggregate number of Shares to be redeemed pursuant
to such orders (the "Excess Purchases Shares"), then the Broker shall transfer
or cause to be transferred to the Transfer Agent for the account of the Fund, as
soon as practicable but not later than Noon, New York City time, on the Bank
Business Day next following such Business Day, an amount in Federal Funds equal
to the net asset value per share last computed by the Fund on such Business Day
multiplied by the number of Excess Purchased Shares for that day.
(c) If on any Business Day there is an excess of the aggregate
number of Shares to be redeemed pursuant to orders delivered by the Broker to
the Transfer Agent over the aggregate number of Shares to be purchased pursuant
to such orders (the "Excess Redeemed Shares"), then the Fund shall transfer or
cause to be transferred to a bank account of the Broker which it has designated
in writing, as soon as practicable but not late than Noon, New York City time,
on the Bank
II-14
Business Day next following such Business Day, an amount in Federal Funds equal
to the net asset value per share last computed by the Fund on such Business Day
multiplied by the number of Excess Redeemed for that day.
(d) On the first Business Day following any Business Day on
which Shares are purchased or redeemed for any customer of the Broker, the
Broker shall send its customer a written confirmation of the purchase or
redemption, identifying the number of the Customer Account maintained on behalf
of the customer.
(e) As a fee for the services performed by the Broker pursuant
to this Section 4, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $1.00 for each confirmation of a purchase or of a redemption of Shares
sent to the Broker's customers during the month.
(f) The Broker shall not impose any charges on any Customer
Account for effecting the purchase or redemption of Shares on behalf of a
Customer Account or transferring to or receiving from a Participating Broker
Shares held for any Customer Account or establish any minimum purchase,
redemption or investment maintenance requirement unless at least 10 days prior
to the imposition of the charge or establishment of the requirements the Broker
has given the Fund written notice specifying the amount or rate of the charge or
requirements and the circumstances under which the charge or requirements will
be imposed.
5. Promptly following the receipt thereof from the Fund, the Broker
shall mail to each customer on whose behalf a Customer Account is then
maintained the Fund's annual reports to shareholders, proxies, proxy statements
and other communications to shareholders, including the Prospectus as amended or
supplemented from time to time, which the Fund may from time to time furnish to
the Broker and Fund shall reimburse the Broker for its reasonable expenses
incurred in making such mailings.
6. (a) The Broker shall include in all periodic statements of account
sent by it to any customer on whose behalf a Customer Account is then maintained
information regarding (i) all purchases and redemptions of Shares in the
Customer Account during the period covered by the statement, (ii) all dividends
on Shares paid into the Customer Account during such period and (iii) the number
of Shares held in the Customer Account on the closing date of the statement.
II-15
(b) The Broker shall reasonably assist the Fund and its agents
in maintaining and servicing Customer Accounts, including (without limitation)
responding to inquiries from any customer on whose behalf a Customer Account is
then maintained relating to the Customer Account.
(c) As a fee for the services performed by the Broker pursuant
to this Section 6, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $.50 per month for each Customer Account maintained by the Broker on
behalf of it customers.
7. (a) Upon the request of a customer to have his Shares transferred to
another Participating Broker, the Broker shall instruct the Fund to effect the
transfer. Except for a transfer of Shares to a Participating Broker, which the
Fund will effect promptly following receipt of an instruction from the Broker,
the Broker shall not attempt to transfer any Shares to any person except on 20
days' written notice to the Fund setting forth the name and address of the
proposed transferee and the terms of the proposed transfer (including the
purchase price). Upon the giving of such notice, the Fund shall have the right,
at its option, to repurchase from the Broker all or any part of the Shares
proposed to be transferred at a price computed in accordance with this section.
(b) If the Fund determines to exercise such right to
repurchase, it shall so notify the Broker in writing prior to the expiration of
such 20-day period. If a certificate or certificates representing the Shares to
be repurchased have been issued, the Broker shall, within five days after the
giving of the written notice from the Fund of its intention to repurchase such
Shares, surrender such certificate or certificates, duly endorsed for transfer,
to the Transfer Agent and the Fund shall promptly, but in no event later than
the seventh day following such surrender, pay the Broker for the Shares
repurchased an amount in cash or marketable securities or both equal to the net
asset value per share of Shares next determined by the Fund following the
surrender, multiplied by the number of Shares repurchased.
(c) If no certificate or certificates for the shares to be
repurchased have been issued then the Fund shall promptly, but in no event later
than the seventh day following the giving of the written notice of its intention
to repurchase such Share, pay the Broker for the Shares repurchased an amount in
cash or marketable securities or both equal to the net asset value per share of
Shares next determined by the Fund following the giving of such written notice
multiplied by the number of Shares repurchased.
II-16
(d) Any certificates representing Shares issued to the Broker
shall contain of their face a legend referring to this section and stating that
the transfer of such Shares is restricted and to be governed by this section.
8. The Broker shall permit the Fund's independent public accountants to
make such examination of the Broker's systems for effecting purchases and
redemptions, and recording ownership, of Shares as may be necessary to enable
the accountants to provide the Fund, both at the time operations under this
Agreement are initiated and annually in connection with the Fund's preparation
of its annual report on Form N-1R under the Investment Company Act of 1940, as
amended, (the "Investment Company Act"), a report in the form required by Form
N-1R under the Investment Company Act regarding the adequacy of the Fund's
internal accounting control and systems for safeguarding securities. In
addition, the Broker shall promptly furnish the Fund copies of any letters of
complaint received by the Broker from its customers on whose behalf Customer
Accounts are maintained regarding the Fund or its Shares as well as copies of
any replies the Broker makes to those letters.
9. The Fund may terminate this Agreement at any time on not less than
90 days written notice. The Broker may terminate this Agreement at any time
without notice by so informing the Fund in writing. No later than the seventh
day following such termination, the Broker either (i) redeem all Shares of which
it is the record holder or (ii) transfer record ownership of Shares held in one
or more Customer Accounts to a Participating Broker and redeem all Shares not so
transferred.
10. Any notice required or permitted to be given in writing pursuant to
this Agreement may be sent by mail, in which case the notice shall be deemed
given on the third Business Day following the deposit of the notice into the
custody of the United States Post Office, and shall be given to the Broker or
the Fund at the following addresses:
If to the Broker:
Xx. Xxxxxxx Xxxxxxx Xx. Xxxxxx Xxxxx
000 Xxxxx Xxxxxx 000 Xxxxxxxx
Xxx Xxxx, X.X. 00000 Xxx Xxxx, N.Y. 10005
If to the Fund:
Short Term Income Fund, Inc.
000 Xxxx Xxxxxx Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention of the President
II-17
11. This Agreement may not be assigned by the Broker or by the Fund,
except that this Agreement shall be binding on and to the benefit of the
surviving entity of a merger consolidation between the broker and any other
entity, provided, however, that such surviving entity is registered as a
broker-dealer under the Securities Exchange Act of 1934 or any successor
statute.
IN WITNESS WHEREOF, the Broker and the Fund have executed this
Agreement as of the date first written above.
XXXXXXXXX & XXXXXX
By: /s/ Xxxxxxxxx & Xxxxxx
Short Term Income Fund, Inc.
By: /s/ Xxxxxx X. Xxxxx
XX-18
SHORT TERM INCOME FUND, INC.
AGREEMENT dated February 18, 1981 between Short Term Income Fund, Inc.
a Maryland corporation (the "Fund) and X.X. Xxxxxxxxxx, Unterberg, Towbin, a New
York limited partnership (the "Broker").
Short Term Income Fund, Inc. is registered as an investment company
under the Investment Company Act of 1940, as amended, and a registration
statement under the Securities Act of 1933, as amended, relating to its shares
of common stock, per value $.001 per share ("Shares"). is in effect. Short Term
Income Fund, Inc. and the Broker desire to enter into an agreement to enable the
Broker to establish accounts through which its customers may acquire Shares in
accordance with the terms of the prospectus contained in the said registration
statement, as amended and supplements from time to time (the "Prospectus").
NOW, THEREFORE, the Broker and the Fund agree as follows:
1. Definitions The following terms shall have the following meanings:
(a) "Bank Business Day" means any Business Day that is not a bank
holiday in the State of New York.
(b) "Business Day" means any day the New York Stock Exchange, Inc. is
open for trading.
(c) "Customer Account" means an account with the Fund established by
and in the name of the Broker, on behalf of a customer acquiring Shares, having
the same account number or designation as the customer's account with the
Broker.
(d) "Transfer Agent" means the Bank of New York and any successor
transfer agent appointed from time to time by the fund.
(e) "Participating Broker" means any registered broker-dealer which has
established and maintains accounts with the Fund on behalf of the Broker's
customers similar to the Customer Accounts established pursuant to this
Agreement.
2. The Broker acknowledges that it has received the Fund's Prospectus
dated January 18, 1980, amended November 5, 1980 and agrees that prior to or
simultaneously with establishing any Customer Account it shall deliver a current
Prospectus to its customer on whose behalf the Customer Account is being
established . The Fund shall from time to time provide the Broker with such
quantities of current Prospectuses as the Broker may reasonably request.
II-19
3. The Broker shall be the holder of record of all Shares held from
time to time in the Customer Accounts and neither the Fund nor the Transfer
Agent shall be obligated to accept instructions relating to the purchase or
redemption of Shares from anyone other than the Broker. The Broker shall prepare
monthly, and furnish to the Transfer Agent, a current list showing for each of
the Broker's Customer Accounts, the customer's name, address and the broker's
identification number. The Fund shall not use the list for any purpose other
than furnishing the list to the staff of the Securities and Exchange Commission
if the staff requests the list from the Fund.
4. (a) Each Bank Business Day, after the close of trading on the New
York Stock Exchange, Inc. on such day, the Broker shall deliver to the Transfer
Agent, in such form as may be agreed upon from time to time by the Broker and
the Fund, all orders received or made by the Broker on such day for the purchase
or redemption of Shares on behalf of any Customer Account. Orders for the
purchase or redemption of Shares received or made by the Broker on any Business
Day that is not a Bank Business Day shall be combined with such orders so
received or made on the next following Bank Business Day. If an order for the
purchase of Shares on behalf of the Customer Account is not accompanied by an
amount in Federal Funds sufficient to effect the purchase, then the Broker shall
deliver the order to the Fund's Transfer Agent promptly following the
availability to the Broker of sufficient Federal Funds to effect the purchase.
(b) If on any Business Day there is an excess of the aggregate
number of Shares to be purchased pursuant to orders delivered by the Broker to
the Transfer Agent over the aggregate number of Shares to be redeemed pursuant
to such orders (the "Excess Purchases Shares"), then the Broker shall transfer
or cause to be transferred to the Transfer Agent for the account of the Fund, as
soon as practicable but not later than Noon, New York City time, on the Bank
Business Day next following such Business Day, an amount in Federal Funds equal
to the net asset value per share last computed by the Fund on such Business Day
multiplied by the number of Excess Purchased Shares for that day.
(c) If on any Business Day there is an excess of the aggregate
number of Shares to be redeemed pursuant to orders delivered by the Broker to
the Transfer Agent over the aggregate number of Shares to be purchased pursuant
to such orders (the "Excess Redeemed Shares"), then the Fund shall transfer or
cause to be transferred to a bank account of the Broker which it has designated
in writing, as soon as practicable but not late than Noon, New York City time,
on the Bank
II-20
Business Day next following such Business Day, an amount in Federal
Funds equal to the net asset value per share last computed by the Fund on such
Business Day multiplied by the number of Excess Redeemed for that day.
(d) On the first Business Day following any Business Day on
which Shares are purchased or redeemed for any customer of the Broker, the
Broker shall send its customer a written confirmation of the purchase or
redemption, identifying the number of the Customer Account maintained on behalf
of the customer.
(e) As a fee for the services performed by the Broker pursuant
to this Section 4, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $1.00 for each confirmation of a purchase or of a redemption of Shares
sent to the Broker's customers during the month.
(f) The Broker shall not impose any charges on any Customer
Account for effecting the purchase or redemption of Shares on behalf of a
Customer Account or transferring to or receiving from a Participating Broker
Shares held for any Customer Account or establish any minimum purchase,
redemption or investment maintenance requirement unless at least 10 days prior
to the imposition of the charge or establishment of the requirements the Broker
has given the Fund written notice specifying the amount or rate of the charge or
requirements and the circumstances under which the charge or requirements will
be imposed.
5. Promptly following the receipt thereof from the Fund, the Broker
shall mail to each customer on whose behalf a Customer Account is then
maintained the Fund's annual reports to shareholders, proxies, proxy statements
and other communications to shareholders, including the Prospectus as amended or
supplemented from time to time, which the Fund may from time to time furnish to
the Broker and Fund shall reimburse the Broker for its reasonable expenses
incurred in making such mailings.
6. (a) The Broker shall include in all periodic statements of account
sent by it to any customer on whose behalf a Customer Account is then maintained
information regarding (i) all purchases and redemptions of Shares in the
Customer Account during the period covered by the statement, (ii) all dividends
on Shares paid into the Customer Account during such period and (iii) the number
of Shares held in the Customer Account on the closing date of the statement.
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(b) The Broker shall reasonably assist the Fund and its agents
in maintaining and servicing Customer Accounts, including (without limitation)
responding to inquiries from any customer on whose behalf a Customer Account is
then maintained relating to the Customer Account.
(c) As a fee for the services performed by the Broker pursuant
to this Section 6, and subject to the limitation contained in Section 7 of this
Agreement, the Fund shall pay the Broker, promptly following the end of each
month, $.50 per month for each Customer Account maintained by the Broker on
behalf of it customers.
7. The aggregate annual amount of any monthly payments the Fund may be
required to make to the Broker pursuant to subsection (e) of Section 4 and
subsection (C) of Section 6 of the Agreement during the first and each
subsequent year during one term of this Agreement shall not exceed an amount
equal to one tenth of one percent (.001) of the average net asset value of the
Shares held by customers of the Broker during the yeat or, in the case of
monthly payments made with respect to a period of less than one year, an amount
equal to the percentage of one tenth of one percent (.001) of the average net
asset value of the Shares held by the customers of the Broker during the period
that the period is of one year.
8. (a) Upon the request of a customer to have his Shares transferred to
another Participating Broker, the Broker shall instruct the Fund to effect the
transfer. Except for a transfer of Shares to a Participating Broker, which the
Fund will effect promptly following receipt of an instruction from the Broker,
the Broker shall not attempt to transfer any Shares to any person except on 20
days' written notice to the Fund setting forth the name and address of the
proposed transferred and the terms of the proposed transfer (including the
purchase price). Upon the giving of such notice, the Fund shall have the right,
at its option, to repurchase from the Broker all or any part of the Shares
proposed to be transferred at a price computed in accordance with this section.
(b) If the Fund determines to exercise such right to repurchase,
it shall so notify the Broker in writing prior to the expiration of such 20-day
period. If a certificate or certificates representing the Shares to be
repurchased have been issued, the Broker shall, within five days after the
giving of the written notice from the Fund of its intention to repurchase such
Shares, surrender such certificate or certificates, duly endorsed for transfer,
to the Transfer Agent and
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the Fund shall promptly, but in no event later than the seventh day following
such surrender, pay the Broker for the Shares repurchased an amount in cash or
marketable securities or both equal to the net asset value per share of Shares
next determined by the Fund following the surrender, multiplied by the number of
Shares repurchased.
(c) If no certificate or certificates for the shares to be
repurchased have been issued then the Fund shall promptly, but in no event later
than the seventh day following the giving of the written notice of its intention
to repurchase such Share, pay the Broker for the Shares repurchased an amount in
cash or marketable securities or both equal to the net asset value per share of
Shares next determined by the Fund following the giving of such written notice
multiplied by the number of Shares repurchased.
(d) Any certificates representing Shares issued to the Broker
shall contain of their face a legend referring to this section and stating that
the transfer of such Shares is restricted and to be governed by this section.
9. The Broker shall permit the Fund's independent public accountants to
make such examination of the Broker's systems for effecting purchases and
redemptions, and recording ownership, of Shares as may be necessary to enable
the accountants to provide the Fund, both at the time operations under this
Agreement are initiated and annually in connection with the Fund's preparation
of its annual report on Form N-1R under the Investment Company Act of 1940, as
amended, (the "Investment Company Act"), a report in the form required by Form
N-1R under the Investment Company Act regarding the adequacy of the Fund's
internal accounting control and systems for safeguarding securities. In
addition, the Broker shall promptly furnish the Fund copies of any letters of
complaint received by the Broker from its customers on whose behalf Customer
Accounts are maintained regarding the Fund or its Shares as well as copies of
any replies the Broker makes to those letters.
10. The Fund may terminate this Agreement at any time on not less than
90 days written notice. The Broker may terminate this Agreement at any time
without notice by so informing the Fund in writing. No later than the seventh
day following such termination, the Broker either (i) redeem all Shares of which
it is the record holder or (ii) transfer record ownership of Shares held in one
or more Customer Accounts to a Participating Broker and redeem all Shares not so
transferred.
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11. Any notice required or permitted to be given in writing pursuant to
this Agreement may be sent by mail, in which case the notice shall be deemed
given on the third Business Day following the deposit of the notice into the
custody of the United States Post Office, and shall be given to the Broker or
the Fund at the Following addresses:
If to the Broker:
X.X. Xxxxxxxxxx, Uterberg, Towbin
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Fund:
Short Term Income Fund, Inc.
000 Xxxx Xxxxxx Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention of the President
12. This Agreement may not be assigned by the Broker or by the Fund,
except that this Agreement shall be binding on and to the benefit of the
surviving entity of a merger consolidation between the broker and any other
entity, provided, however, that such surviving entity is registered as a
broker-dealer under the Securities Exchange Act of 1934 or any successor
statute.
IN WITNESS WHEREOF, the Broker and the Fund have executed this
Agreement as of the date first written above.
X.X. Xxxxxxxxxx, Unterberg, Towbin
By: /s/ X.X. Xxxxxxxxxx, Xxxxxxxxx, Towbin
------------------------------------------
Short Term Income Fund, Inc.
By: /s/ Xxxxxx X. Xxxxx
-----------------------
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