APPOINTMENT OF SUB-SERVICING AGENT
DAILY TAX-EXEMPT MONEY FUND
AGREEMENT dated as of December 30, 1991 between FMR Corp., a Massachusetts
corporation with principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, Fidelity Service Co. (Service), a division of FMR Corp. with
principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and
United Missouri Bank, N.A. (the Bank), with principal offices at 0000 Xxxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx.
WHEREAS, the Bank has entered into a Service Agreement dated December 30,
1991 (the Agreement) with Daily Tax-Exempt Money Fund (the Fund), a
Delaware business trust with principal offices at 00 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, under which the Bank has assumed certain
responsibilities, including (i) accounting relating to the Fund and all
fund transactions of the Fund, (ii) the determination of net asset value
per share of the outstanding shares of the Fund and the offering price, if
any, at which shares are to be sold, at the times and in the manner
described in the Trust Instrument of the Fund, as amended, and the
Prospectus of the Fund, if any, the determination of daily net interest
income, and the timely communication of such information to the person or
persons designated by the Fund, (iii) maintaining the books of account of
the Fund, and (iv) the recognition of, in conjunction with the Custodian,
all corporate actions, including but not limited to, cash and stock
distributions or dividends, stock split and reverse stock splits, taken by
companies whose securities are held by the Fund; and
WHEREAS, the Bank wishes to retain Service, and Service is willing, to
carry out these functions on behalf of the Bank;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, Service and the Bank hereby agree as follows:
1. The Bank hereby designates Service as its agent pursuant to Paragraph
7 of the Agreement to carry out all of the responsibilities and functions
of the Bank under the Agreement (which is attached as Exhibit A hereto) and
Service agrees to assume all of Bank's obligations thereunder (including
its responsibilities for certain expenses, costs and other charges
allocated to the Bank). The description of all responsibilities and
functions included in the Agreement is incorporated herein as if set forth
at length herein. Service agrees to act as such and to carry out the
responsibilities set forth in the Agreement, upon the terms and conditions
therein and hereinafter set forth and in accordance with the principles of
principal and agent enunciated by the common law. The Bank agrees to
supply Service with all documents, records and other information supplied
to the Bank by the Fund pursuant to the Agreement.
2. In full payment for Service's performance hereunder, the Bank agrees
to pay to Service any and all compensation received from the Fund by the
Bank pursuant to the Agreement and any written Schedules which may
constitute attachments thereto (Schedules). The Bank shall undertake to
collect from the Fund all compensation appropriately due and owing to it
under the Agreement.
3. The Bank is entitled to indemnification under the Amended Agreement in
accordance with Paragraph 12. The Bank agrees to indemnify Service for
Service's losses, claims, damages, liabilities, and expenses (including
reasonable counsel fees and expenses) (losses) to the extent that the Bank
is entitled to and receives indemnification from the Fund pursuant to
Paragraph 12 of the Agreement in connection with the events upon which
Service's indemnification claim is based. The Bank agrees to advise the
Fund of any claim of Service for indemnification arising in connection with
Service's activities in carrying out the responsibilities of the Bank as
provided in this Agreement. Otherwise, the Bank shall not be required to
indemnify Service in connection with Service's losses hereunder unless the
Bank's own negligence, willful misconduct or bad faith contributed to such
losses, and then only to the extent of the Bank's contribution thereto.
The Bank shall not be liable for any act or omission of Service in carrying
out the responsibilities assigned to Service. Service shall hold the Bank
harmless from any losses in connection with Agreement, except to the extent
that such losses were contributed to by the Bank's own negligence, willful
misconduct, or bad faith.
4. Service represents and warrants that, to the best of its knowledge,
the various procedures and systems that Service has implemented with regard
to safeguarding from loss or damage attributable to fire, theft or any
other cause (including provision for twenty-four hour a day restricted
access) the Fund's blank checks, records, certificates, and other data and
Service's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will
make such changes therein from time to time as in its judgment are required
for the secure performance of its obligations hereunder. Service shall
review such systems and procedures on a period basis; and the Bank shall
have no obligation to review these systems and procedures.
5. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof. This
agreement shall be construed and enforced in accordance with and governed
by the laws of the Commonwealth of Massachusetts. This agreement may be
executed simultaneously in two counterparts, each of which taken together
shall constitute one and the same instrument.
6. The Bank shall not agree to any agreement or waiver of the provisions
of the Agreement without the written consent of Service. This agreement
shall continue in effect until December 31, 1992 and thereafter as the
parties may mutually agree; provided, however, that this agreement may be
terminated at any time by six months' written notice given by Service to
the Bank or by the Bank to Service; and further provided that this
agreement may be terminated immediately at any time by the Bank in the
event that the Agreement between the Fund and the Bank is terminated.
7. Service and the Bank is hereby expressly put on notice of (i) the
limitation of shareholder liability as set forth in the Trust Instrument of
the Fund and (ii) of the provisions in the Trust Instrument permitting the
establishment of separate series (or Portfolio(s)) and limiting the
liability of each Portfolio to obligations of that Portfolio; the Bank
hereby agrees that obligations assumed by the Fund pursuant to this
Agreement are in all cases assumed on behalf of a particular Portfolio, and
each such obligation shall be limited in all cases to that Portfolio and
its assets. The Bank agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the
Fund, nor from the Trustees or any individual Trustee of the Fund.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
FMR CORP.
By /s/ Xxxxx X. XxXxxxxx
Xx VP & CFO
UNITED MISSOURI BANK, N.A. FIDELITY SERVICE CO.
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxx Xx.
Vice President Sr Vice President
