SHAREHOLDER SERVICING AGREEMENT
[DATE]
BNY Xxxxxxxx Funds, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
We wish to enter into this Shareholder Servicing Agreement
with you concerning the provision of personal shareholder service and
administrative assistance to our customers ("Customers") who may from time to
time beneficially own shares of the Xxxxxxxx Classic class of BNY Xxxxxxxx
Treasury Money Fund (the "Xxxxxxxx Classic Class") of BNY Xxxxxxxx Funds, Inc.
(the "Corporation"). The terms and conditions of this agreement are as follows:
1. We agree to provide any or all of the following support
services to Customers who may from time to time beneficially own
shares of the Xxxxxxxx Classic Class ("Xxxxxxxx Classic Shares"): (i)
aggregating and processing purchase and redemption requests for
Xxxxxxxx Classic Shares from Customers and placing net purchase and
redemption orders with BNY Xxxxxxxx Distributors, Inc., the
Corporation's distributor; (ii) providing Customers with a service
that invests the assets of their accounts in Xxxxxxxx Classic Shares
pursuant to specific or pre-authorized instructions; (iii) processing
dividend payments from the Corporation on behalf of Customers; (iv)
providing information periodically to Customers showing their
positions in the Xxxxxxxx Classic Class; (v) arranging for bank wires;
(vi) providing dedicated walk-in and telephone facilities to respond
to Customer inquiries and needs; (vii) providing sub-accounting with
respect to Xxxxxxxx Classic Shares beneficially owned by Customers or
the information to the Xxxxxxxx Classic Class necessary for
sub-accounting; (viii) if required by law, forwarding shareholder
communications from the Corporation (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend
distribution and tax notices) to Customers; and (ix) providing such
other similar services as the Corporation may reasonably request to
the extent we are permitted to do so under applicable statutes, rules
or regulations.
2. We may be subject to the provisions of the Xxxxx-Xxxxxxxx
Act and other laws governing, among other things, the conduct of
activities by federally chartered and supervised banks and other
banking organizations. As such, the Corporation recognizes that we are
restricted in the activities we may undertake and for which we may be
paid and, therefore, we will perform only those activities that are
consistent with our statutory and regulatory obligations. We will act
solely as agent for, upon the order of, and for the account of, our
Customers.
3. We will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space,
equipment and facilities currently used in our business, or any
personnel employed by us) as may be reasonably necessary or beneficial
in order to provide such services to Customers.
4. We will not, nor will any of our officers, employees or
agents, make any representations concerning the Corporation or the
Xxxxxxxx Classic Shares, except those contained in the Corporation's
then-current prospectus for the Xxxxxxxx Classic Class, copies of
which will be supplied to us by the Corporation, or in such
supplemental literature or advertising as may be authorized by the
Corporation in writing.
5. For all purposes of this Agreement, we will be deemed to
be an independent contractor, and will have no authority to act as
agent for the Corporation in any matter or in any respect. We agree to
and do release, indemnify and hold the Corporation harmless from and
against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by us or our
officers, employees or agents regarding our responsibilities hereunder
or the purchase, redemption, transfer or registration of Xxxxxxxx
Classic Shares by or on behalf of Customers. We and our employees,
upon request, will be available during normal business hours to
consult with the Corporation or its designees concerning the
performance of our responsibilities under this Agreement.
6. In consideration of the services and facilities provided
by us hereunder, the Corporation agrees to pay us and we will accept
as full payment therefor, a fee at the annual rate of .25% of the
average daily net asset value of the Xxxxxxxx Classic Shares
beneficially owned by our Customers with whom we have a servicing
relationship (the "Customers' Shares"), which fee will be computed
daily and payable monthly. We agree to and do waive such portion of
the fee payable under this Section 6
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as is necessary to assure that the amount of such fee which is
required to be accrued on any day with respect to our Customers does
not exceed the income to be accrued to our Customers' Shares on that
day. For purposes of determining the fees payable under this Section
6, the average daily net asset value of the Customers' Shares will be
computed in the manner specified in the Corporation's registration
statement (as the same is in effect from time to time) in connection
with the computation of the net asset value of the Xxxxxxxx Classic
Class for purposes of purchases and redemptions. The Corporation, in
its discretion and without notice, may suspend or withdraw the sale of
Xxxxxxxx Classic Shares, including the sale of such shares for the
account of any Customer or Customers.
7. Any person authorized to direct the disposition of monies
paid or payable by the Corporation pursuant to this Agreement will
provide to the Corporation's Board of Directors, and the Corporation's
Directors will review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were
made. In addition, we will furnish the Corporation or its designees
with such information as the Corporation or its designees may
reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services
described herein), and will otherwise cooperate with the Corporation
or its designees (including, without limitation, any auditors
designated by the Corporation), in connection with the preparation of
reports to the Corporation's Board of Directors concerning this
agreement and the monies paid or payable pursuant hereto, as well as
any other reports or filings that may be required by law. We will
promptly report to the Corporation any potential or existing conflicts
with respect to the investments of our customers in the Xxxxxxxx
Classic Class.
8. The Corporation may enter into other similar Shareholder
Servicing Agreements with any other person or persons without our
consent.
9. We represent, warrant and agree that: (i) in no event will
any of the services provided by us hereunder be primarily intended to
result in the sale of any shares issued by the Corporation; (ii) the
compensation payable to us hereunder, together with any other
compensation payable to us by Customers in connection with the
investment of their assets in the Xxxxxxxx Classic Class, will be
disclosed by us to our Customers, will be authorized by our Customers
and will not result in an excessive or unreasonable fee to us; (iii)
we will not advertise or otherwise promote our
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Customer accounts primarily as a means of investing in the Xxxxxxxx
Classic Class or establish or maintain Customer accounts for the
primary purpose of investing in the Xxxxxxxx Classic Class; (iv) in
the event an issue pertaining to this agreement is submitted for
shareholder approval, we will vote any Xxxxxxxx Classic Shares held
for our own account in the same proportion as the vote of the Xxxxxxxx
Classic Shares held for our Customers' benefit; and (v) we will not
engage in activities pursuant to this Agreement which constitute
acting as a broker or dealer under state law unless we have obtained
the licenses required by such law.
10. This Agreement will become effective on the date a fully
executed copy of this agreement is received by the Corporation or its
designee. Unless sooner terminated, this Agreement will continue until
_______________, and thereafter will continue automatically for
successive annual periods ending on ________________.
11. All notices and other communications will be duly given
if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address shown above, or
to such other address as either party shall so provide the other.
12. This Agreement shall be construed in accordance with the
internal laws of the State of New York without giving effect to
principles of conflict of laws, and is non-assignable by the parties
hereto.
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If you agree to be legally bound by the provisions of this
Agreement, please sign a copy of this letter where indicated below and promptly
return it to us.
Very truly yours,
[Shareholder Organization]
By: ______________________________
Name:
Title:
Date:
Accepted and agreed to:
BNY XXXXXXXX FUNDS, INC.
By: _____________________________
Name:
Title:
Effective Date:
