FORM OF SHAREHOLDER SERVICES AGREEMENT
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.
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
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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. 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 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.
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.
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For Waterhouse Investors Cash Management, Inc.
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_________________________________ _________________________________
By: Date
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For:
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Address of Principal Office
_____________________________________________________________________________
City State Zip Code
By: ______________________ Its: __________________ ______________
Authorized Signature Title Date
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Print Name
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