FORM OF
SUB-TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 1st day of March, 1996 by and between
Xxxxx Xxxxxx Money Funds, Inc. on behalf of the Cash Portfolio (the
"Fund") and PFS Shareholders Services (the "Sub-Transfer Agent").
WITNESSETH:
WHEREAS, the Fund desires that Sub-Transfer Agent be retained to
perform certain recordkeeping and accounting services and functions
with respect to transactions in the Fund's Class A shares
("Shares") made by those beneficial owners of Fund shares (the
"Shareholders") with respect to which the Sub-Transfer Agent
maintains record ownership as nominee with the Fund's transfer
agent ("Transfer Agent") in a single master shareholder account;
and
WHEREAS, Sub-Transfer Agent desires to provide such services on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the following premises and
mutual covenants, the parties agree as follows:
1. Services Provided by Sub-Transfer Agent
Sub-Transfer Agent agrees to perform recordkeeping and accounting
services and functions with respect to transactions in Shares made
by the Shareholders with respect to the Fund. Sub-Transfer Agent
shall maintain with the Transfer Agent a single master shareholder
account. Sub-Transfer Agent will provide the following services:
A. Maintain separate records for each Shareholder reflecting
Shares purchased, redeemed and exchanged on behalf of such
Shareholder and outstanding balances of Shares owned by or
for the benefit of such Shareholder.
B. Prepare and transmit to Shareholders periodic account
statements indicating the number of Shares of the Fund owned
for the benefit of Shareholders and purchases, redemptions
and exchanges made on behalf of Shareholders.
C. Process dividend and distribution payments from the Fund
on behalf of each Shareholder.
D. Transmit to Shareholders copies of proxy materials,
periodic reports and other materials relating to the Fund.
E. With respect to each Shareholder, aggregate all purchase,
redemption and exchange orders made on behalf of the
Shareholders and transmit instructions based on such
aggregate orders ("Instructions") to the Transfer Agent for
acceptance.
F. Transmit to the Shareholders confirmations of transactions
made in accordance with Instructions.
G. Provide to the Fund and/or other parties designated by
them such other information relating to transactions in and
holdings of Shares on behalf of the Shareholders as is
reasonably requested.
H. Arrange for the delivery to the Transfer Agent of
appropriate documentation and, in the case of purchase
orders, payment, in connection with each aggregate order
transmitted to the Transfer Agent.
I. Provide to the Fund and/or other parties designated by
them such periodic reports as they shall reasonably conclude
are necessary to enable the Fund to comply with federal or
state Blue Sky requirements.
2. Appointment as Agent for Limited Purpose
Sub-Transfer Agent shall be deemed to be agent of the Fund for the
sole and limited purpose of receiving purchase, redemption and
exchange orders from Shareholders and transmitting corresponding
Instructions to the Transfer Agent. Except as provided
specifically herein, neither Sub-Transfer Agent nor any person to
which Sub-Transfer Agent may delegate any of its duties hereunder
shall be or hold itself out as an agent of the Transfer Agent or
the Fund.
3. Delegation by Sub-Transfer Agent
With respect to any Shareholder, Sub-Transfer Agent may delegate
some or all of its duties under this Agreement to other parties
which after reasonable inquiry Sub-Transfer Agent deems to be
competent to assume such duties. In the event of any such
delegation, Sub-Transfer Agent shall enter into a written agreement
with the delegatee in which the delegatee will, among other things:
A. agree to forward Instructions to the Transfer Agent within
such time periods as are specified by the Transfer Agent, the
Fund's prospectus and applicable law and regulation; and
B. represent and warrant that it is duly registered as
required under all federal and state securities laws.
4. Records and Reporting
Sub-Transfer Agent will maintain and preserve all records as
required by law in connection with its provision of services under
this Agreement. Upon the request of the Fund or the Transfer
Agent, Sub-Transfer Agent will provide copies of: historical
records relating to transactions involving the Fund and
Shareholders; written communications regarding the Fund to or from
Shareholders; and other materials relating to the provision of
services by Sub-Transfer Agent under this Agreement. Sub-Transfer
Agent will comply with any request for such information and
documents made by the board of directors of the Fund or any
governmental body or self-regulatory organization. Sub-Transfer
Agent agrees that it will permit the Fund, the Transfer Agent or
their representatives to have access to its personnel and records
in order to facilitate the monitoring of the quality of the
services provided by Sub-Transfer Agent.
5. Sub-Transfer Agent's Ability to Provide Services
Sub-Transfer Agent agrees to notify the Fund promptly if for any
reason it is unable to perform its obligations under this
Agreement.
6. Compensation
A. In consideration of performance of the services by Sub-
Transfer Agent hereunder and the costs it will incur in
providing those services, the Fund agrees to reimburse Sub-
Transfer Agent for its costs (including payments to
delegatees) in amounts that do not exceed those indicated in
the maximum reimbursement schedule attached as Schedule A
hereto. With respect to any Shareholder, to the extent Sub-
Transfer Agent delegates any obligations hereunder to a third
party, Sub-Transfer Agent will negotiate in good faith with
such third party delegatee regarding the fees to be paid to
the delegatee. Sub-Transfer Agent, and not the Fund, will be
solely responsible for compensating such a delegatee. If as a
result of its fee negotiations with such a delegatee Sub-
Transfer Agent is required to pay the delegatee less than
would be the case if Schedule A were the delegatee's fee
schedule, Sub-Transfer Agent will reduce the amount of
compensation it receives from the Fund hereunder by the
amount of such differential.
B. The Fund agrees to reimburse Sub-Transfer Agent or its
delegatees for their reasonable out-of-pocket costs, which
shall include, but shall not be limited to, the items
specified in the written schedule of out-of-pocket charges
annexed hereto as Schedule B and incorporated herein.
C. Sub-Transfer Agent will permit the Fund or its
representatives (including counsel and independent
accountants) reasonable access to its records to enable the
Fund to verify that Sub-Transfer Agent's charges to the Fund
hereunder comply with the provisions of this Agreement.
7. Representations and Warranties of Sub-Transfer Agent
Sub-Transfer Agent represents and warrants to the Fund that: (i) it
is a partnership duly organized and existing and in good standing
under the laws of the State of Georgia; (ii) it is duly qualified
to carry on its business in Georgia; (iii) it is empowered under
applicable laws and by its partnership agreement to enter into and
perform this Agreement; (iv) all requisite partnership proceedings
have been taken to authorize it to enter into and perform this
Agreement; and (v) it has and will continue to have during the term
of this Agreement access to the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder.
8. Representations and Warranties of the Fund
The Fund represents and warrants to the Sub-Transfer Agent that:
(i) it is duly organized and existing and in good standing under
the laws of the State of Maryland; (ii) it is empowered under
applicable laws and regulations and by its Articles of
Incorporation and by-laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken by its Board of
Directors to authorize it to enter into and perform this Agreement;
(iv) it is an open-end, diversified, management investment company
registered under the Investment Company Act of 1940; and (v) a
registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate
state securities laws filings have been made and will continue to
be made, with respect to all Shares being offered for sale.
9. Indemnification
Sub-Transfer Agent shall indemnify and hold harmless the Fund from
and against any and all losses and liabilities that any one or more
of them may incur, including without limitation reasonable
attorneys' fees, expenses and costs arising out of or related to
the performance or non-performance of Sub-Transfer Agent or any of
its delegatees of its responsibilities under this Agreement;
excluding, however, any such claims, suits, loss, damage or costs
caused by, contributed to or arising from any noncompliance by the
Fund with its obligations under this Agreement, as to which the
Fund shall indemnify, hold harmless and defend Sub-Transfer Agent
on the same basis as set forth above.
10. Termination
This Agreement may be terminated at any time by Sub-Transfer Agent
or the Fund upon 30 days' written notice. The provisions of
paragraphs 4 and 9 shall continue in full force and effect after
termination of this Agreement.
11. Miscellaneous
This Agreement represents the entire agreement between the parties
with regard to the matters described herein, and may not be
modified or amended except by written instrument executed by all
parties. This Agreement may not be assigned by any party hereto
without the prior written consent of the other parties. This
Agreement is made and shall be construed under the laws of the
State of New York. This Agreement supersedes all previous
agreements and understandings between the parties with respect to
its subject matter. If any provision of the Agreement shall be held
or made invalid by a statute, rule, regulation, decision of a
tribunal or otherwise, the remainder of the Agreement shall not be
affected thereby.
IN WITNESS HEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
XXXXX XXXXXX MONEY PFS SHAREHOLDER SERVICES
FUNDS, INC. on behalf of the Cash Portfolio
By: By:
__________________________
Title:
Title:
__________________________
Xxxxx Xxxxxx Money Funds, Inc.
on behalf of the Cash Portfolio
Schedule A
As Amended July 1, 1996
The fees are calculated based on an annual charge of:
.102% with respect to Class A Shares
of the average daily net assets of such shares invested in the
Fund by those beneficial owners of Fund shares with respect to
which the Sub-Transfer Agent maintains record ownership as nominee
with the Fund's transfer agent.
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