FORM OF SHAREHOLDER SERVICES AGREEMENT
Dear Sirs:
You wish to enter into an Agreement with National Investors Cash Management
Fund, Inc. (hereinafter referred to as the "Fund"), a registered investment
company, as defined in the Investment Company Act of 1940, as amended (the
"Act"), 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 clients account balance and integrating such statements
with those of other transactions and balances in the clients 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 Funds investment adviser,
distributor, custodian or transfer or dividend disbursing agent.
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 you 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. The Fund reserves the right, at its discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of the
Portfolios.
5. 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 15 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).
6. 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 Funds 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.
7. 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.
8. 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.
9. 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).
10. 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.
For National Investors Cash Management Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
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By: Date
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