STATE FILING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 26th day of February, 1998 by
and between National Investors Cash Management Fund, Inc. (the "Fund") and
Automated Business Development Corporation ("ABD"), a Massachusetts corporation
on behalf of ClearSky ("ClearSky"), a division of ABD.
W I T N E S S E T H:
WHEREAS, the Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and,
WHEREAS, the Fund wishes to retain ClearSky to provide certain
administration services, and ClearSky is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints ClearSky to provide certain
administration services for the period and on the terms set forth in this
Agreement. ClearSky accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 4 of
this Agreement. In the event that the Fund decides to add one or more new
portfolio series or classes, with respect to which it wishes to retain ClearSky
to provide services hereunder, the Fund or its Administrator, Waterhouse Asset
Management, Inc. ("Waterhouse") on its behalf, shall notify ClearSky in writing.
If ClearSky is willing to render such services, it shall notify the Fund in
writing of any terms and compensation that differ from the provisions of this
Agreement, and upon acceptance by the Fund, such portfolio or class shall become
a Fund hereunder.
2. Delivery of Documents. The Fund or Waterhouse will furnish ClearSky
with copies of each of the following:
(a) A listing of all jurisdictions in which the Fund is lawfully
available for sale as of the date of this Agreement and in which the Fund
desires ClearSky to effect such notice filing;
(b) The Fund's most recent Post-Effective Amendment under the
Securities Act of 1933 and under the 1940 Act as filed with the Securities and
Exchange Commission (the "SEC") and all amendments thereto;
(c) The Fund's most recent prospectus and statement of additional
information and all amendments and supplements thereto (the "Prospectus"); and
The Fund's most recent annual and semi-annual reports.
The Fund will furnish ClearSky from time to time with copies of all
amendments of or supplements to the foregoing, if any.
3. Services and Duties. Subject to the supervision and control of the
Fund, ClearSky undertakes to perform the following specific services:
(a) Effecting and maintaining, as the case may be, the qualification of
shares of the Fund for sale under the securities laws of the jurisdictions
indicated for the Fund on the list furnished to ClearSky pursuant to Paragraph
2(a) of this Agreement;
(b) Filing with each appropriate jurisdiction, as required, the
appropriate materials relating to the Fund, such filings to be made promptly
after receiving such materials from the Fund: Post Effective Amendments to the
Fund's Registration Statements; definitive copies of the Fund's Prospectuses and
Statements of Additional Information and any Supplements thereto; Annual and
Semi-Annual Reports; and Notices of Special Meetings of Shareholders and related
Proxy materials which propose the merger, reorganization or liquidation of the
Fund;
(c) Conveying to the Fund or Waterhouse any comments received on such
filings and, if desired by the Fund, responding to such comments in such manner
as authorized by the Fund or Waterhouse; and
(d) In connection with the foregoing, receiving limited power of
attorney on behalf of the Fund to sign all Blue Sky filings and other related
documents.
Subject to payment to ClearSky in advance, ClearSky will remit to the
respective jurisdictions notice filing fees for the shares of the Fund, and any
fees for qualifying or continuing the qualification of the Fund, The Fund will,
from time to time as specifically agreed between the parties, wire transfer
funds to ClearSky for the payment of said fees payable pursuant to this
provision promptly upon request by ClearSky. ClearSky will request the funds
necessary for the payment of fees in advance of the date the fees become due.
Upon receipt of the funds by ClearSky, it will issue checks for the payment of
fees.
In performing its duties under this Agreement, ClearSky will act in
accordance with the instructions and directions of the Fund.
The Fund or Waterhouse will provide ClearSky with the appropriate
number of copies of each document which must be filed pursuant to this
provision.
4. Compensation. For the services provided by ClearSky under this
Agreement, the Fund will pay to ClearSky a monthly fee based upon the number of
state securities notice filings (permits). The fee shall be based upon the rate
of $125.00 per state securities notice filings per year and billed monthly in
arrears. When the number of state securities notice filings (permits) reaches
300, the fee will be based upon the rate of $100.00 per state securities notice
filings (permits) per year and billed monthly in arrears. There will be not
retroactive credit for permits which were previously maintained at $125.00.
5. Limitations of Liability and Indemnification. ClearSky shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the matters to which this Agreement relates, so long
as it acts in good faith and with due diligence and is not negligent or guilty
of any willful misconduct. Without in any way limiting the foregoing, ClearSky
shall have no liability for failing to file on a timely basis any material to be
provided by the Fund or Waterhouse that it has not received on a timely basis
from the Fund or Waterhouse; ClearSky shall have no responsibility to review the
accuracy or adequacy of materials it receives from the Fund or Waterhouse for
filing or bear any liability arising out of the timely filing of such materials.
The Fund agrees and acknowledges that ClearSky has not prior to the
date hereof assumed, and will not assume, any obligations or liabilities arising
out of the conduct of the Fund prior to the date hereof of those duties which
ClearSky has agreed to perform pursuant to this Agreement. The Fund further
agrees to indemnify ClearSky against any losses, claims, damages or liabilities
to which ClearSky may become subject in connection with the conduct by the Fund
of such duties prior to the date hereof.
The Fund represents and warrants to ClearSky that as of the date hereof
it is lawfully available for sale in each jurisdiction indicated on the list
furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.
6. Service to Other Companies or Accounts. The Fund understands that
the persons employed by ClearSky to assist in the performance of ClearSky's
duties hereunder will not devote their full time to such service and nothing
contained herein shall be deemed to limit or restrict the right of ClearSky or
any affiliate of ClearSky to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
7. Notices. Any notice or other instrument or materials authorized or
required by this Agreement to be given in writing to the Fund or to ClearSky
shall be sufficiently given if addressed to such party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
TO the Fund:
National Investors Cash Management Fund, Inc.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
TO ClearSky:
ClearSky
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Schrafft Center Annex
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Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
8. Files. All files maintained by ClearSky with respect to the Funds
shall be the property of the Fund and shall be returned to the Fund at the
termination of this Agreement or as mutually agreeable to ClearSky and the Fund.
9. Duration and Termination. This Agreement shall continue thereafter
until termination by the Fund or ClearSky on 60 days written notice.
10. Conversion. There will be no charge for system conversion provided
the Fund allow ClearSky to administrate complete Blue Sky filing services for a
period of at least six months. In the event the Fund terminates this Agreement
prior to this six month obligation, a one time conversion fee equivalent to
$10/permit shall be applied.
11. Amendment to this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
12. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
13. Confidentiality. ClearSky agrees to maintain all information
about the the Fund that ClearSky acquires pursuant to this Agreement in
confidence, and ClearSky agrees not to use, or permit the use of, any such
information for any purpose except that set forth herein, or to disclose any
such information to any person, without the prior written consent of the Fund
or Waterhouse.
14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their constructions or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date and year first above
written.
Attest: National Investors Cash Management Fund, Inc.
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Attest: Automated Business
Development Corporation
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