EXHIBIT (e)(6)
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc.
Servicing Agreement
Gentlemen:
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc. (the "Fund")
wishes to enter into this Servicing Agreement with you concerning the
provision of administrative support services to your clients
("Clients") who may from time to time beneficially own shares of the
Fund.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative support services to
Clients who may from time to time beneficially own shares of the Fund,
which services may include, without limitation: (i) establishing and
maintaining accounts and records related to Clients that invest in
shares of the Fund; (ii) processing dividend and distribution payments
from the Fund on behalf of Clients; (iii) providing information
periodically to Clients showing their positions in shares of the Fund
and integrating such statements with those of other transactions and
balances in Clients' other accounts serviced by you; (iv) arranging for
bank wires; (v) responding to Client inquiries relating to the services
performed by you; (vi) responding to routine inquiries from Clients
concerning their investment in shares of the Fund; (vii) providing
subaccounting with respect to shares beneficially owned by Clients or
the information to the Fund necessary for subaccounting; (viii) if
required by law, forwarding shareholder communications from the Fund
(such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients; (ix)
assisting in processing purchase, exchange and redemption requests from
Clients and in placing such orders with the Fund's service contractors;
(x) assisting Clients in changing dividend options, account
designations and addresses; (xi) providing Clients with a service that
invests the assets of their accounts in shares of the Fund pursuant to
specific or pre-authorized instructions; and (xi) providing such other
services as the Fund may reasonably request to the extent you are
permitted to do so under applicable statutes, rules and regulations.
Section 2. You 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 your business or any personnel
employed by you) as may be reasonably necessary or beneficial in order
to provide the aforementioned services and assistance to Clients.
Section 3. Neither you nor any of your offices, employees or agents are
authorized to make any representation concerning the shares of the Fund
except those contained in the then current Prospectus and Statement of
Additional Information for the Fund, copies of which will be supplied
by the Fund to you, or in such supplemental literature or advertising
as may be authorized by the Fund in writing.
Section 4. For all purposes of this Agreement, you will be deemed to be
an independent contractor, and will have no authority to act as agent
for the Fund in any matter or in any respect. You and your employees
will, upon request, be available during normal business hours to
consult with the Fund or its designees concerning the performance of
your responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by
you hereunder, the Fund will pay to you, and you will accept as full
payment therefor, the fees described in the Fund's relevant Prospectus
and Statement of Additional Information. Such fees will be computed
daily and payable quarterly. The Fund may, in its discretion and
without notice, suspend or withdraw the sale of shares of the Fund,
including the sale of shares of the Fund to you for the account of any
Client.
Section 6. You will furnish the Fund with such information as may
reasonably be requested by the Fund's Board of Directors with respect
to the fees paid to you pursuant to this Agreement.
Section 7. The Fund may enter into other similar Servicing Agreements
with any other person or persons without your consent.
Section 8. Unless sooner terminated, this Agreement will continue until
the last day of the calendar year next following the date of execution,
and thereafter will continue automatically for successive annual
periods.
This Agreement is terminable, without penalty, at any time, by vote of
a majority of the Fund's Directors who are not interested persons (as
defined in the Investment Company Act of 1940, as amended (the "Act")
of the Fund and have no direct or indirect financial interest in this
Agreement or by vote of a majority of the outstanding securities of the
Fund or any class or series thereof. This Agreement is also terminable
without penalty upon 15 days notice by either party and will terminate
automatically in the event of its assignment (as defined in the Act).
Section 9. All notices and other communications to either you or the
Fund will be duly given if mailed, telegraphed, telexed or transmitted
by similar telecommunications device to the appropriate address stated
herein, or to such other address as either party shall so provide the
other.
Section 10. This Agreement will be construed in accordance with the
laws of the State of New York, without giving effect to principles of
conflict of laws. Please confirm your agreement hereto by signing and
returning a copy of this Agreement to Xxxxx Xxxxxx Institutional Cash
Management Fund, Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention: Secretary of the Fund.
Very truly yours,
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc.
By_________________________________________
(Authorized officer)
Date: ________________________________________
Accepted and Agreed to:
--------------------------------------------
(Shareholder Organization)
By: ___________________________________________
(Authorized officer)
Address________________________________________
City___________________________________________
State__________________ Zip Code_________________
Date: __________________________________________
