99.B9
AGENCY AGREEMENT
AGREEMENT dated the ___ day of _____, 1997, by and between ZURICH YIELDWISE
MONEY FUND, a Massachusetts business trust having its principal place of
business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Fund"), and INVESTORS
FIDUCIARY TRUST COMPANY, a state chartered trust company organized and existing
under the laws of the State of Missouri having its principal place of business
at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("IFTC").
WHEREAS, Fund wants to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
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In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC the
following documents:
A. A certified copy of the resolutions of the Board of Trustees of
Fund appointing IFTC as Transfer Agent and Dividend Disbursing
Agent, approving the form of this Agreement, and designating
certain persons to give written instructions and requests on
behalf of Fund.
B. A certified copy of the Agreement and Declaration of Trust of
Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the Securities and
Exchange Commission.
E. Specimens of all forms of outstanding share certificates as
approved by the Board of Trustees of Fund, with a certificate of
the Secretary of Fund as to such approval.
F. Specimens of the signatures of the officers of the Fund
authorized to sign share certificates and individuals authorized
to sign written instructions and requests on behalf of the Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence under the
laws of The Commonwealth of Massachusetts.
(2) With respect to the status of all shares of Fund covered by
this appointment under the Securities Act of 1933, and any
other applicable federal or state statute.
(3) To the effect that all issued shares are, and all unissued
shares will be when issued, validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of IFTC. IFTC represents and
warrants to Fund that:
A. It is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund.
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Fund represents and warrants to IFTC that:
A. It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
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B. It is an investment company registered under the Investment
Company Act of 1940.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares of
Fund being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register Fund's
shares for sale in all applicable states, including the District
of Columbia.
E. Fund and its Trustees are empowered under applicable laws and by
the Fund's Agreement and Declaration of Trust and Bylaws to enter
into and perform this Agreement.
4. Scope of Appointment.
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A. Subject to the conditions set forth in this Agreement, Fund
hereby employs and appoints IFTC as Transfer Agent and Dividend
Disbursing Agent effective the date hereof.
B. IFTC hereby accepts such employment and appointment and agrees
that it will act as Fund's Transfer Agent and Dividend Disbursing
Agent. IFTC agrees that it will also act as agent in connection
with Fund's periodic withdrawal payment accounts and other open-
account or similar plans for shareholders, if any.
C. IFTC agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in
accordance with industry practice.
D. Fund agrees to use all reasonable efforts to deliver to IFTC in
Kansas City, Missouri, as soon as they are available, all its
shareholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof, IFTC
agrees that it will perform all the usual and ordinary services
of Transfer Agent and Dividend Disbursing Agent and as agent for
the various shareholder accounts, including, without limitation,
the following: issuing, transferring and cancelling share
certificates, maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and
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tabulating proxies, mailing shareholder reports and prospectuses,
withholding federal income taxes, preparing and mailing checks
for disbursement of income and capital gains dividends, preparing
and filing all required U.S. Treasury Department information
returns for all shareholders, preparing and mailing confirmation
forms to shareholders and dealers with respect to all purchases
and liquidations of Fund shares and other transactions in
shareholder accounts for which confirmations are required,
recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing and
mailing checks for payments upon redemption and for disbursements
to systematic withdrawal plan shareholders.
5. Compensation and Expenses.
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A. In consideration for the services provided hereunder by IFTC as
Transfer Agent and Dividend Disbursing Agent, Fund will pay to
IFTC from time to time compensation as agreed upon for all
services rendered as Agent, and also, all its reasonable out-of-
pocket expenses and other disbursements incurred in connection
with the agency. Such compensation will be set forth in a
separate schedule to be agreed to by Fund and IFTC. The initial
agreement regarding compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse IFTC for all reasonable out-of-
pocket expenses or advances incurred by IFTC in connection with
the performance of services under this Agreement including, but
not limited to, postage (and first class mail insurance in
connection with mailing share certificates), envelopes, check
forms, continuous forms, forms for reports and statements,
stationery, and other similar items, telephone and telegraph
charges incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the previous
year's transactions in shareholder accounts and computer tapes
used for permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms. IFTC may, at its
option, arrange to have various service providers submit invoices
directly to the Fund for payment of out-of-pocket expenses
reimbursable hereunder.
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6. Efficient Operation of IFTC System.
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A. In connection with the performance of its services under this
Agreement, IFTC is responsible for the accurate and efficient
functioning of its system at all times, including:
(1) The accuracy of the entries in IFTC's records reflecting
purchase and redemption orders and other instructions
received by IFTC from dealers, shareholders, Fund or its
principal underwriter.
(2) The timely availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and
other shareholder account information to be produced from
IFTC's records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions received
from Fund.
(4) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or Fund or other authorized persons.
(5) The deposit daily in Fund's appropriate special bank account
of all checks and payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of instructions, signatures
and signature guarantees and any necessary documents
supporting the rightfulness of transfers, redemptions and
other shareholder account transactions, all in conformance
with IFTC's present procedures with such changes as may be
deemed reasonably appropriate by IFTC or as may be
reasonably approved by or on behalf of Fund.
(7) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from time to
time by Fund and IFTC, at a secure distant location, in form
available and usable forthwith in the event
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of any breakdown or disaster disrupting its main operation.
7. Indemnification.
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A. Fund shall indemnify and hold IFTC harmless from and against any
and all claims, actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC pursuant to
this Agreement or in connection with the agency relationship
created by this Agreement, provided that IFTC has acted in good
faith, without negligence and without willful misconduct.
B. IFTC shall indemnify and hold Fund harmless from and against any
and all claims, actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC pursuant to
this Agreement or in connection with the agency relationship
created by this Agreement, provided that IFTC has not acted in
good faith, without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such party
advised with respect to all developments concerning such claim.
The Indemnifying Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding settlement of the
claim. If the Indemnifying Party assumes control, the Indemnitee
shall have the option to participate in the defense and
negotiations of such claim at its own expense. The Indemnitee
shall in no event confess, admit to, compromise, or settle any
claim for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of the
Indemnifying Party, which shall not be unreasonably withheld.
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8. Certain Covenants of IFTC and Fund.
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A. All requisite steps will be taken by Fund from time to time when
and as necessary to register the Fund's shares for sale in all
states in which Fund's shares shall at the time be offered for
sale and require registration. If at any time Fund receives
notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Fund's shares, or of
any stop order or other proceeding under the Federal securities
laws affecting the sale of Fund's shares, Fund will give prompt
notice thereof to IFTC.
B. IFTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to Fund for safekeeping of share
certificates, check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices. Further, IFTC
agrees to carry insurance, as specified in Exhibit B hereto, with
insurers reasonably acceptable to Fund and in minimum amounts
that are reasonably acceptable to Fund, which will not be changed
without the consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded in coverage or
increased in amounts from time to time if and when reasonably
requested by Fund. If IFTC determines that it is unable to obtain
any such insurance upon commercially reasonable terms, it shall
promptly so advise Fund in writing. In such event, Fund shall
have the right to terminate this Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, IFTC agrees that all records
maintained by IFTC relating to the services to be performed by
IFTC under this Agreement are the property of Fund and will be
preserved and will be surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semi-annual reports of its financial
condition, consisting of a balance sheet, earnings statement and
any other reasonably available financial information reasonably
requested by Fund. The annual financial statements will be
certified by IFTC's certified public accountants.
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E. IFTC represents and agrees that it will use all reasonable
efforts to keep current on the trends of the investment company
industry relating to shareholder services and will use all
reasonable efforts to continue to modernize and improve its
system without additional cost to Fund.
F. IFTC will permit Fund and its authorized representatives to make
periodic inspections of its operations at reasonable times during
business hours.
G. If IFTC is prevented from complying, either totally or in part,
with any of the terms or provisions of this Agreement, by reason
of fire, flood, storm, strike, lockout or other labor trouble,
riot, war, rebellion, accidents, acts of God, equipment, utility
or transmission failure or damage, and/or any other cause or
casualty beyond the reasonable control of IFTC, whether similar
to the foregoing matters or not, then upon written notice to
Fund, the requirements of this Agreement that are affected by
such disability, to the extent so affected, shall be suspended
during the period of such disability; provided, however, that
IFTC shall make reasonable effort to remove such disability as
soon as possible. During such period, Fund may seek alternate
sources of service without liability hereunder; and IFTC will use
all reasonable efforts to assist Fund to obtain alternate sources
of service. IFTC shall have no liability to Fund for
nonperformance because of the reasons set forth in this Section
8.G; but if a disability that, in Fund's reasonable belief,
materially affects IFTC's ability to perform its obligations
under this Agreement continues for a period of 30 days, then Fund
shall have the right to terminate this Agreement upon 10 days
written notice to IFTC.
9. Adjustment.
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In case of any recapitalization, readjustment or other change in the
structure of Fund requiring a change in the form of share
certificates, IFTC will issue or register certificates in the new form
in exchange for, or in transfer of, the outstanding certificates in
the old form, upon receiving the following:
A. Written instructions from an officer of Fund.
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B. Certified copy of any amendment to the Agreement and Declaration
of Trust or other document effecting the change.
C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no order
or consent of any other government or regulatory authority is
required.
D. Specimens of the new certificates in the form approved by the
Board of Trustees of Fund, with a certificate of the Secretary of
Fund as to such approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund in the new
form under the Securities Act of 1933, and any other
applicable federal or state laws.
(2) To the effect that the issued shares in the new form are,
and all unissued shares will be when issued, validly issued,
fully paid and non-assessable.
10. Share Certificates.
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Fund will furnish IFTC with a sufficient supply of blank share
certificates and from time to time will renew such supply upon the
request of IFTC. Such certificates will be signed manually or by
facsimile signatures of the officers of Fund authorized by law and
Fund's Bylaws to sign share certificates and, if required, will bear
the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
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Fund will file promptly with IFTC written notice of any change in the
officers authorized to sign share certificates, written instructions
or requests, together with two signature cards bearing the specimen
signature of each newly authorized officer, all as certified by an
appropriate officer of the Fund. In case any officer of Fund who will
have signed manually or whose facsimile signature will have been
affixed to blank share certificates will die, resign, or be
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removed prior to the issuance of such certificates, IFTC may issue or
register such share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by Fund in writing. In the
absence of such direction, Fund will file promptly with IFTC such
approval, adoption, or ratification as may be required by law.
12. Future Amendments of Agreement and Declaration of Trust and Bylaws.
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Fund will promptly file with IFTC copies of all material amendments to
its Agreement and Declaration of Trust and Bylaws and Registration
Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
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At any time IFTC may apply to any officer of Fund for instructions,
and may consult with legal counsel for Fund at the expense of Fund, or
with its own legal counsel at its own expense, with respect to any
matter arising in connection with the agency; and it will not be
liable for any action taken or omitted by it in good faith in reliance
upon such instructions or upon the opinion of such counsel. IFTC is
authorized to act on the orders, directions or instructions of such
persons as the Board of Trustees of Fund shall from time to time
designate by resolution. IFTC will be protected in acting upon any
paper or document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed by the
proper person or persons; and IFTC will not be held to have notice of
any change of authority of any person so authorized by Fund until
receipt of written notice thereof from Fund. IFTC will also be
protected in recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of the
officers of Fund, and the proper countersignature of any former
Transfer Agent or Registrar, or of a Co-Transfer Agent or ▇▇-
▇▇▇▇▇▇▇▇▇.
▇▇. Papers Subject to Approval of Counsel.
-------------------------------------
The acceptance by IFTC of its appointment as Transfer Agent and
Dividend Disbursing Agent, and all documents filed in connection with
such appointment and
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thereafter in connection with the agencies, will be subject to the
approval of legal counsel for IFTC, which approval will not be
unreasonably withheld.
15. Certification of Documents.
--------------------------
The required copy of the Agreement and Declaration of Trust of Fund
and copies of all amendments thereto will be certified by the
appropriate official of The Commonwealth of Massachusetts; and if such
Agreement and Declaration of Trust and amendments are required by law
to be also filed with a county, city or other officer or official
body, a certificate of such filing will appear on the certified copy
submitted to IFTC. A copy of the order or consent of each governmental
or regulatory authority required by law for the issuance of Fund
shares will be certified by the Secretary or Clerk of such
governmental or regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all amendments thereto
and copies of resolutions of the Board of Trustees of Fund will be
certified by the Secretary or an Assistant Secretary of Fund.
16. Records.
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IFTC will maintain customary records in connection with its agency,
and particularly will maintain those records required to be maintained
pursuant to sub-paragraph (2)(iv) of paragraph (b) of Rule 31a-1 under
the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Cancelled Certificates.
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IFTC will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents, and
all records no longer deemed needed for current purposes and share
certificates which have been cancelled in transfer or in exchange,
upon the understanding that such books, documents, records, and share
certificates will not be destroyed by Fund without the consent of IFTC
(which consent will not be unreasonably withheld), but will be safely
stored for possible future reference.
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18. Provisions Relating to IFTC as Transfer Agent.
---------------------------------------------
A. IFTC will make original issues of share certificates upon written
request of an officer of Fund and upon being furnished with a
certified copy of a resolution of the Board of Trustees
authorizing such original issue, an opinion of counsel as
outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement and any
other documents required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, Fund will
furnish IFTC with sufficient funds to pay any taxes required on
the original issue of the shares. Fund will furnish IFTC such
evidence as may be required by IFTC to show the actual value of
the shares. If no taxes are payable, IFTC will upon request be
furnished with an opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form deemed
by IFTC properly endorsed for transfer or redemption accompanied
by such documents as IFTC may deem necessary to evidence the
authority of the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of any applicable
share transfer taxes. IFTC reserves the right to refuse to
transfer or redeem shares until it is satisfied that the
endorsement or signature on the certificate or any other document
is valid and genuine, and for that purpose it may require a
guarantee of signature by such persons as may from time to time
be specified in the prospectus related to such shares or
otherwise authorized by Fund. IFTC also reserves the right to
refuse to transfer or redeem shares until it is satisfied that
the requested transfer or redemption is legally authorized, and
it will incur no liability for the refusal in good faith to make
transfers or redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. IFTC may, in effecting
transfers or redemptions, rely upon Simplification Acts or other
statutes which protect it and Fund in not requiring complete
fiduciary documentation.
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D. When mail is used for delivery of share certificates, IFTC will
forward share certificates in "nonnegotiable" form as provided by
Fund by first class mail, all such mail deliveries to be covered
while in transit to the addressee by insurance arranged for by
IFTC.
E. IFTC will issue and mail subscription warrants and certificates
provided by Fund and representing share dividends, exchanges or
split-ups, or act as Conversion Agent upon receiving written
instruc-tions from any officer of Fund and such other documents
as IFTC deems necessary.
F. IFTC will issue, transfer, and split-up certificates upon
receiving written instructions from an officer of Fund and such
other documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise
wrongfully taken, upon receiving indemnity satisfactory to IFTC,
and may issue new certificates in exchange for, and upon
surrender of, mutilated certificates. Any such issuance shall be
in accordance with the provisions of law governing such matter
and any procedures adopted by the Board of Trustees of the Fund
of which IFTC has notice.
H. IFTC will supply a shareholder's list to Fund properly certified
by an officer of IFTC for any shareholder meeting upon receiving
a request from an officer of Fund. It will also supply lists at
such other times as may be reasonably requested by an officer of
Fund.
I. Upon receipt of written instructions of an officer of Fund, IFTC
will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the share
books of Fund or any other books of Fund in the possession of
IFTC, IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such inspection. IFTC
reserves the right, however, to exhibit the share books or other
books to any person in case it is advised by its counsel that it
may be held responsible for the failure to exhibit the share
books or other books to such person.
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19. Provisions Relating to Dividend Disbursing Agency.
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A. IFTC will, at the expense of Fund, provide a special form of
check containing the imprint of any device or other matter
desired by Fund. Said checks must, however, be of a form and size
convenient for use by IFTC.
B. If Fund wants to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be
furnished to IFTC within a reasonable time prior to the date of
mailing of the dividend checks, at the expense of Fund.
C. If Fund wants its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to
IFTC but the size and form of said envelopes will be subject to
the approval of IFTC. If stamped envelopes are used, they must be
furnished by Fund; or, if postage stamps are to be affixed to the
envelopes, the stamps or the cash necessary for such stamps must
be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent for
Fund, into which the funds for payment of dividends,
distributions, redemptions or other disbursements provided for
hereunder will be deposited, and against which checks will be
drawn.
20. Termination of Agreement.
------------------------
A. This Agreement may be terminated by either party upon sixty (60)
days prior written notice to the other party.
B. Fund, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by IFTC or its
assigns which materially interferes with the business
operation of Fund.
(2) The bankruptcy of IFTC or its assigns or the appointment of
a receiver for IFTC or its assigns.
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(3) Any merger, consolidation or sale of substantially all the
assets of IFTC or its assigns.
(4) The acquisition of a controlling interest in IFTC or its
assigns, by any broker, dealer, investment adviser or
investment company except as may presently exist.
(5) Failure by IFTC or its assigns to perform its duties in
accordance with this Agreement, which failure materially
adversely affects the business operations of Fund and which
failure continues for thirty (30) days after written notice
from Fund.
(6) The registration of IFTC or its assigns as a transfer agent
under the Securities Exchange Act of 1934 is revoked,
terminated or suspended for any reason.
C. In the event of termination, Fund will promptly pay IFTC all
amounts due to IFTC hereunder. Upon termination of this
Agreement, IFTC shall deliver all shareholder and account records
pertaining to Fund either to Fund or as directed in writing by
Fund.
21. Assignment.
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A. Except for the assignment of responsibilities pursuant to the
Services Agreement ("Services Agreement") between IFTC and Zurich
▇▇▇▇▇▇ Service Company ("ZKSVC"), which Fund has approved,
neither this Agreement nor any rights or obligations hereunder
may be assigned by IFTC without the written consent of Fund;
provided, however, no assignment will relieve IFTC of any of its
obligations hereunder.
B. This Agreement including, without limitation, the provisions of
Section 7 will inure to the benefit of and be binding upon the
parties and their respective successors and assigns including
ZKSVC pursuant to the aforesaid Services Agreement.
C. ZKSVC is authorized by Fund to use the system services of DST
Systems, Inc.
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22. Confidentiality.
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A. Except as provided in the last sentence of Section 18.J hereof,
or as otherwise required by law, IFTC will keep confidential all
records of and information in its possession relating to Fund or
its shareholders or shareholder accounts and will not disclose
the same to any person except at the request or with the consent
of Fund.
B. Except as otherwise required by law, Fund will keep confidential
all financial statements and other financial records (other than
statements and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and other technical
information and data, not publicly disclosed, relating to IFTC's
operations and programs furnished to it by IFTC pursuant to this
Agreement and will not disclose the same to any person except at
the request or with the consent of IFTC. Notwithstanding anything
to the contrary in this Section 22.B, if an attempt is made
pursuant to subpoena or other legal process to require Fund to
disclose or produce any of the aforementioned manuals, systems or
other technical information and data, Fund shall give IFTC prompt
notice thereof prior to disclosure or production so that IFTC
may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
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A. This Agreement is executed and delivered in the State of Illinois
and shall be governed by the laws of said state (except as to
Section 24.G hereof which shall be governed by the laws of The
Commonwealth of Massachusetts).
B. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
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C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement is held by the
courts to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of
the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be
illegal or invalid.
G. All parties hereto are expressly put on notice of Fund's
Agreement and Declaration of Trust which is on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of
Fund by its representatives as such representatives and not
individually, and the obligations of Fund hereunder are not
binding upon any of the Trustees, officers or shareholders of the
Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by IFTC for recovery
of that portion of the compensation and expenses (or any other
liability of Fund arising hereunder) allocated to a particular
Portfolio, whether in accordance with the express terms hereof or
otherwise, IFTC shall have recourse solely against the assets of
that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
H. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter
hereof and supersedes all prior agreements between the parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officer as of the day and year first set
forth above.
ZURICH YIELDWISE MONEY FUND
By
_______________________________
Title:
___________________________
ATTEST:
________________________
Title:
________________________
INVESTORS FIDUCIARY TRUST COMPANY
By
_______________________________
Title:
___________________________
ATTEST:
_______________________
Title:
________________________
18
EXHIBIT A
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FEE SCHEDULE
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Transfer Agency Function Fee Payable by Fund
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1. Annual open shareholder $8.00 per year per account.
account fee.
2. Annual closed shareholder $6.00 per year per account.
account fee.
3. Establishment of new $4.00 per new account.
shareholder account.
4. Payment of dividend. $.40 per dividend payment
per account.
5. Process non-ACH purchase or $.55 per transaction.
redemption of shares
transaction.
6. Process ACH purchase or $.15 per transaction.
redemption of shares
transaction.
7. Non-monetary transactions $1.20 per year per open
fee. account.
8. All other shareholder $1.25 per transaction.
inquiry, correspondence and
research transactions.
The out-of-pocket expenses of IFTC will be reimbursed by Fund in accordance with
the provisions of Section 5 of the Agency Agreement.
EXHIBIT B
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IFTC INSURANCE COVERAGE
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DESCRIPTION OF POLICY:
Fidelity Bond
Covers losses caused by dishonesty of employees,
physical loss of securities on or outside of premises
while in possession of authorized person, loss caused
by forgery or alteration of checks or similar
instruments.
Errors and Omissions Insurance
Covers claims made for actual or alleged negligent
acts, errors or omissions committed in the performance
of transfer agency services.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of
securities lost in the mails:
Non-negotiable securities mailed to domestic
locations via registered mail.
Non-negotiable securities mailed to domestic
locations via first-class or certified mail.
Non-negotiable securities mailed to foreign
locations via registered mail.
Negotiable securities mailed to all locations via
registered mail.
