FORM OF SHAREHOLDER SERVICES AGREEMENT
FOR WATERHOUSE AFFILIATED BROKER/DEALERS
Dear Sirs:
You wish to enter into an Agreement with Waterhouse Investors Cash
Management Fund, Inc., a registered investment company, as defined in
the Investment Company Act of 1940, as amended (the "Act"),
(hereinafter referred to as the "Fund") with certain portfolios (each
a "Portfolio", collectively the "Portfolios"), for servicing
shareholders of, and administering shareholder accounts in the Fund.
The terms and conditions of this Agreement are as follows:
1. You agree to provide shareholder and administrative services for
your clients who own shares of the Fund ("clients"), which services
may include, without limitation: providing general shareholder
liaison services, including responding to shareholder inquiries;
assisting to the extent necessary with the transmission of semi-annual
and annual reports and annual tax reporting information to
shareholders; assisting clients in changing dividend options, account
designations and addresses; performing sub-accounting; establishing
and maintaining shareholder accounts and records; providing periodic
statements and/or reports showing a client's account balance and
integrating such statements with those of other transactions and
balances in the client' s other accounts serviced by you; arranging
for bank wires; and providing such other information and services as
the Fund reasonably may request, to the extent you are permitted by
applicable statute, rule or regulation. You represent and warrant to,
and agree with the Fund that the compensation payable to you
hereunder, together with any other compensation payable to you by
clients in connection with the investment of their assets in shares
of the Fund, will be properly disclosed by you to your clients, will
be authorized by your clients and will not result in an excessive or
unauthorized fee to you. You will act solely as agent for, upon the
order of, and for the account of, your clients.
2. You shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in your business, or all or
any personnel employed by you) as is necessary or beneficial for
providing information and services to the Fund's shareholders, and to
assist the Fund in servicing accounts of clients. You shall transmit
promptly to clients all communications sent to you for transmittal to
clients by or on behalf of the Fund, or the Fund's investment
adviser, distributor, custodian or transfer or dividend disbursing
agent.
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3. You agree that neither you nor any of your employees or agents
are authorized to make any representation concerning the Fund, the
Portfolios or the shares of the Fund, except those contained in the
then current Prospectus or Statement of Additional Information
("SAI") for such Fund, copies of which will be supplied by the Fund to
vou in reasonable quantities upon request. You shall have no
authority to act as agent for the Fund.
4. This agreement may be amended only by written instruments signed
by both parties.
5. You acknowledge that this Agreement shall become effective for a
Fund only following approval by a vote of a majority of (i) the
Fund's Board of Directors, and (ii) Directors who are not "interested
persons" (as defined in the l 940 Act) of the Fund and have no direct
or indirect financial interest in this Agreement.
6. This Agreement shall continue for an initial two year term
commencing on the date hereof, and thereafter shall continue
automatically for successive annual periods ending on the last day of
each calendar year. Such continuance must be approved specifically at
least annually by a vote of a majority of (i) the Fund's Board of
Directors and (ii) Directors who are not "interested persons" (as
defined in the Act) of the Fund and have no direct or indirect
financial interest in this Agreement. This Agreement is terminable
without penalty, at any time, by a majority of the Fund's Directors
who are not "interested persons" (as defined in the Act) and have no
direct or indirect financial interest in this Agreement. This
Agreement is terminable without penalty upon l5 days notice by either
party. In addition, the Fund may terminate this Agreement as to any or
all Portfolios immediately, without penalty, if the present investment
adviser of such Portfolio(s) ceases to serve the Portfolio(s) in such
capacity. Notwithstanding anything contained herein, if you fail to
perform the shareholder servicing and administrative functions
contemplated herein by the Fund, this Agreement shall be terminable
effective upon receipt of notice thereof by you. This Agreement also
shall terminate automatically in the event of its assignment (as
defined in the Act).
7. In consideration of the services and facilities described
herein, you shall be entitled to receive from the Fund, and the Fund
agrees to pay to you, the fees described as payable to you in the
Fund's Shareholder Services Plan and Prospectus and related Statement
of Additional Information. You understand that any payments pursuant
to this Agreement shall be paid only so long as this Agreement and
such Plan are in effect. You agree that no Director, officer or
shareholder of the Fund shall be liable individually for the
performance of the obligations hereunder or for any such payments.
8. You agree to comply with and to provide to the Fund such
information relating to your services hereunder as may be required to
be maintained by the Fund under, applicable federal or state laws,
and the rules, regulations, requirements or conditions of applicable
regulatory, and self-regulatory agencies or authorities.
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9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation
of any kind, express or implied, against or in the name of or in the
name of or on behalf of the other party.
10. All notices or other communications hereunder to either party
shall be in writing and shall be deemed sufficient if mailed to such
party at the address of such party set forth on page four of this
Agreement or at such other address as such party may be designated by
written notice to the other or by telex, telecopier, telegram or
similar means of same day delivery (with a confirming copy by mail as
provided herein).
11. 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.
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For Waterhouse Investors Cash Management, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxx, XX 00000
_________________________________ _________________________________
By: Date
_____________________________________________________________________________
For:
_____________________________________________________________________________
Address of Principal Office
_____________________________________________________________________________
City State Zip Code
By: ______________________ Its: __________________ ______________
Authorized Signature Title Date
________________________________
Print Name
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