TRANSFER AGENCY AND DIVIDEND
DISBURSING AGENCY AGREEMENT
AGREEMENT made as of the day of [October], 1995 by and between
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation (the
"Fund"), on its own behalf and on behalf of its Money Market Portfolio, U.S.
Government Portfolio and Municipal Portfolio (each, a "Portfolio"), and
WATERHOUSE NATIONAL BANK, a national banking association (the "Bank").
WITNESSETH:
WHEREAS, the Fund is an open-end, diversified management investment
company registered as such under the Investment Company Act of 1940, as amended,
currently comprised of three separate investment Portfolios; and
WHEREAS, the Fund desires to appoint the Bank to be the Transfer Agent and
Dividend Disbursing Agent for each Portfolio of the Fund upon, and subject to,
the terms and provisions of this Agreement; and
WHEREAS, the Bank desires to accept such appointment upon, and subject to,
such terms and provisions.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the Fund and the Bank agree as follows:
1. Appointment of the Bank as Transfer Agent and Dividend Disbursing
Agent.
(a) The Fund hereby appoints the Bank to act as Transfer Agent and
Dividend Disbursing Agent for each Portfolio of the Fund upon, and subject to,
the terms and provisions of this Agreement.
(b) The Bank hereby accepts the appointment as Transfer Agent and
Dividend Disbursing Agent for each Portfolio of the Fund, and agrees to act as
such upon, and subject to, the terms and provisions of this Agreement.
2. Definitions. In this Agreement:
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(1) The term "Act" means the Investment Company Act of 1940, as
amended, and any rule or regulation thereunder;
(2) The term "Account" means any account of a Shareholder, or, if
the shares are held in an account in the name of Waterhouse
Securities, Inc. or other broker-dealer for benefit of an identified
customer, such account, and includes any Plan Account.
(3) The term "application" means an application made by a Shareholder
or prospective Shareholder respecting the opening of an Account;
(4) The term "Instruction" means an instruction in writing given on
behalf of the Fund to the Bank, and signed on behalf of the Fund by
the President, any Vice President, the Secretary or the Treasurer of
the Fund or other authorized person;
(5) The term "Plan Account" means an account opened by a Shareholder
or prospective Shareholder in respect of a "sweep account" (in each
case by whatever name referred to in the Prospectus), and may also
include an account relating to any other plan if and when provision
is made for such plan in the Prospectus;
(6) The term "Prospectus" includes the Prospectus and the Statement
of Additional Information of the Fund as from time to time in effect;
(7) The term "Shareholder" means a holder of record of Shares;
(8) The term "Shares" means shares of stock of the Fund,
irrespective of Portfolio.
3. Duties of the Bank as Transfer Agent and Dividend Disbursing Agent.
(a) Subject to the other provisions of the Agreement, the Bank
hereby agrees to perform the following functions as Transfer Agent and Dividend
Disbursing Agent for each Portfolio: (i) processing the issuance, transfer and
redemption of Shares, and recording the same in the appropriate Accounts; (ii)
opening, maintaining, servicing and closing Accounts; (iii) acting as agent for
the Shareholders and/or customers of Waterhouse Securities, Inc. or other
broker-dealer in connection with Plan Accounts, upon the terms and subject to
the conditions contained in the Prospectus and application relating to the
specific Plan Account; (iv)
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exchanging the investment of an investor into or from the Shares of one or more
Portfolios of the Fund if and to the extent permitted by the Prospectus at the
direction of such investor; (v) examining and approving legal transfers; (vi)
replacing lost, stolen or destroyed certificates, if any, representing Shares,
in accordance with, and subject to, procedures and conditions adopted by the
Fund; (vii) furnishing confirmations of purchases and sales relating to Shares
as required by applicable law; (viii) furnishing appropriate periodic and year
end statements relating to Accounts, together with additional enclosures,
including appropriate income tax information and income tax forms duly
completed, as required by applicable law; (ix) mailing annual, semi-annual and
quarterly reports and dividend notices prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue to Shareholders as required by
applicable law; (x) furnishing such periodic statements of transactions effected
by the Bank, reconciliations, balances and summaries as the Fund may reasonably
request; (xi) withholding taxes on non-resident alien Accounts, and preparing
and filing U.S. Treasury Department Form 1099 and other appropriate forms as
required by applicable law with respect to dividends and distributions; and
(xii) processing dividend and distribution payments, including reinvesting
dividends for full and fractional shares and disbursing cash dividends, as
applicable.
(b) The Bank agrees to act as proxy agent in connection with the
holding of annual, if any, and special meetings of Shareholders, mailing such
notices, proxies and proxy statements in connection with the holding of such
meetings as may be required by applicable law, receiving and tabulating votes
cast by proxy and communicating to the Fund the results of such tabulation
accompanied by appropriate certificates, and preparing and furnishing to the
Fund certified lists of Shareholders (of the Fund or one or more of its
Portfolios, as appropriate) as of such date, in such form and containing such
information as may be required by the Fund.
(c) The Bank agrees to deal with, and answer in a timely manner, all
correspondence and inquiries relating to the functions of the Bank under this
Agreement with respect to Accounts.
(d) The Bank agrees to furnish to the Fund or its designated agent
such information at such intervals as is necessary for the Fund to comply with
the registration and/or
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the reporting requirements (including applicable escheat laws) of the Securities
and Exchange Commission, state securities or Blue Sky authorities or other
governmental authorities.
(e) The Bank agrees to provide to the Fund such information as may
reasonably be required to enable the Fund to reconcile the number of outstanding
Shares of each Portfolio between the Bank's records and the account books of the
Fund.
(f) Notwithstanding anything in the foregoing provisions of this
section 3, the Bank agrees to perform its functions thereunder subject to such
modification (whether in respect of particular cases or in any particular class
of cases) as may from time to time be contained in an Instruction.
(g) In providing for any or all of the services indicated in this
section 3, and in satisfaction of its obligations to provide such services, the
Bank may enter into agreements with one or more other persons to provide such
services to the Fund, provided that any such agreement shall have been approved
by the Board of Directors of the Fund, provided further that the Bank shall be
as fully responsible to the Fund for the acts and omissions of such persons as
it would be for its own acts or omissions hereunder.
4. Compensation. For the services provided to the Fund by the Bank
pursuant to this Agreement, each Portfolio shall pay the Bank on the first
business day of each calendar month a fee for the previous month at an annual
rate equal to .20 of 1% of such Portfolio's average daily net assets. The value
of each Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's registration statement on Form N-1A, as amended from
time to time (the "Registration Statement"). Compensation by each Portfolio of
the Bank shall commence on the date of the first receipt by such Portfolio of
the proceeds of the sale of its Shares as described in the Registration
Statement, and the fee for the period from the date such Portfolio shall first
receive the proceeds of the sale of its Shares as aforesaid to the end of the
month during which such proceeds are so received, shall be pro-rated according
to the proportion that such period bears to the full monthly period. Upon
termination of this Agreement before the end of a month, the fee for such part
of that month shall be pro-rated according to the proportion that such period
bears to the full monthly period and shall be payable within seven (7) days
after the date of termination of this Agreement.
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5. Maintenance of Records, Right of Inspection. In connection with the
performance of its duties hereunder, the Bank shall maintain such books and
records relating to transactions effected by the Bank as are required by the
Act, or by any other applicable provision of law, rule or regulation, to be
maintained by the Fund or its transfer agent with respect to transactions. The
Bank shall preserve, or cause to be preserved, any such books and records for
such periods as may be required by any such law, rule or regulation and as may
be agreed upon from time to time between the Bank and the Fund. In addition,
the Bank agrees to maintain and preserve master files and historical computer
tapes on a daily basis in multiple separate locations a sufficient distance
apart to insure preservation of at least one copy of such information. The Bank
agrees that it will, in a timely manner, make available to, and permit, any
officer, accountant, attorney or authorized agent of the Fund to examine and
make transcripts and copies (including photocopies and computer or other
electronic information storage media and print-outs) of, any and all of the
books and records which are maintained pursuant to this Agreement.
6. Confidential Relationship. The Bank agrees that it will, on behalf
of itself and its officers and employees, treat all transactions contemplated by
this Agreement, and all information germane thereto, as confidential and not to
be disclosed to any person (other than the Shareholder concerned, or the Fund,
or as may be disclosed in the examination of any books or records by any person
lawfully entitled to examine the same) except as may be authorized by the Fund
by way of an Instruction.
7. Indemnification.
(a) The Bank shall not be liable to the Fund or any Portfolio for
any error of judgment or mistake of law or for any loss arising out of any act
or omission by the Bank in the performance of its duties hereunder. Nothing
herein contained shall be construed to protect the Bank against any liability to
the Fund, a Portfolio, Shareholders or any investment adviser to the Fund to
which the Bank shall otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reckless
disregard of its obligations and duties hereunder.
(b) The Fund, on behalf of each Portfolio, agrees to indemnify and
hold harmless the Bank and each Sub-Agent from and against all charges, claims,
expenses (including
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legal fees) and liabilities reasonably incurred by the Bank and each Sub-Agent
in connection with the performance of its duties hereunder, except such as may
arise from the Bank's or Sub-Agent's willful misfeasance, bad faith, gross
negligence in the performance of its duties or by reckless disregard of its
obligations and duties hereunder. Subject to the requirements of the Act, such
expenses shall be paid by the Fund in advance of the final disposition of any
matter upon invoice by the Bank or a Sub-Agent and receipt by the Fund of an
undertaking from the Bank or such Sub-Agent to repay such amounts if it shall
ultimately be established that the Bank is not entitled to payment of such
expenses hereunder.
(c) As used in this section 7, the term "Bank" and "Sub-Agent" shall
include any affiliates of the Bank and each Sub-Agent performing services for
the Fund contemplated hereby and directors, officers, agents and employees of
the Bank, each such Sub-Agent and such affiliates.
8. Regarding the Bank.
(a) The Bank warrants and represents that its officers and
supervisory personnel or agents (including any sub-transfer agents or
sub-dividend disbursing agents) charged with carrying out its functions as
Transfer Agent and Dividend Disbursing Agent for the Fund possess the special
skill and technical knowledge appropriate for that purpose. The Bank shall at
all times exercise due care and diligence in the performance of its functions as
Transfer Agent and Dividend Disbursing Agent for the Fund. The Bank agrees
that, in determining whether it has exercised due care and diligence, its
conduct shall be measured by the standard applicable to persons possessing such
special skill and technical knowledge.
(b) The Bank warrants and represents that it is duly authorized and
permitted to act as Transfer Agent and Dividend Disbursing Agent under all
applicable laws and that it will immediately notify the Fund of any revocation
of such authority or permission or of the commencement of any proceeding or
other action which may lead to such revocation.
9. Termination.
(a) This Agreement shall become effective as of the date first above
written and shall thereafter continue from year to year. This Agreement may be
terminated by the Fund or the Bank (without penalty to the Fund or the Bank)
provided that the terminating party gives
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the other party written notice of such termination at least sixty (60) days in
advance, except that the Fund may terminate this Agreement immediately upon
written notice to the Bank if the authority or permission of the Bank to act as
Transfer Agent and Dividend Disbursing Agent has been revoked or if any
proceeding or other action which the Fund reasonably believes will lead to such
revocation has been commenced.
(b) Upon termination of this Agreement, the Bank shall deliver all
unissued and canceled stock certificates representing Shares, if any, remaining
in its possession, and all Shareholder records, books, stock ledgers,
instruments and other documents (including computer or other electronically
stored information) made or accumulated in the performance of its duties as
Transfer Agent and Dividend Disbursing Agent for the Fund along with a certified
locator document clearly indicating the complete contents therein, to such
successor as may be specified in a notice of termination or Instruction. The
Fund assumes all responsibility for failure thereafter to produce any paper,
record or document so delivered and identified in the locator document, if and
when required to be produced.
10. Amendment. Except to the extent that the performance by the Bank
of its functions under this Agreement may from time to time be modified by an
Instruction, this Agreement may be amended or modified by the parties hereto
only if such amendment is specifically approved by the Board of Directors of the
Fund, including a majority of the of the Fund who are not "interested persons"
of the Fund within the meaning of the Act and who have no direct or indirect
interest in this Agreement, and such amendment is set forth in a written
instrument executed by each of the parties hereto.
11. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
12. Counterparts. This Agreement may be executed by the parties hereto in
counterparts and if executed in more than one counterpart the separate
instruments shall constitute one agreement.
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13. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier of
the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed: (a) if
to the Bank, to: President, Waterhouse National Bank, 00 Xxxx Xxxxxx, Xxxxx
Xxxxxx, Xxx Xxxx 00000; or (b) if to the Fund, to: President, Waterhouse
Investors Cash Management Fund, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
or at such other address as either party may designate by written notice to the
other. Notice also shall be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
14. Separate Portfolios. This Agreement shall be construed to be made by
the Fund as a separate agreement with respect to each Portfolio, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Portfolio be deemed to constitute a right, obligation or remedy
applicable to any other Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers as of the day and year above
written.
WATERHOUSE INVESTORS CASH
MANAGEMENT FUND, INC.
By:
--------------------------------
WATERHOUSE NATIONAL BANK
By:
--------------------------------
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