1940 Act File No. 811-06074
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 9......................................... X
TAX FREE MONEY PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
One South Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 895-5000
(Registrant's Telephone Number)
Daniel O. Hirsch, Esq. Copies to: Burton M. Leibert, Esq.
One South Street Willkie Farr & Gallagher
Baltimore, Maryland 21202 787 Seventh Ave
(Name and Address of Agent New York, New York 10019
for Service)
Explanatory Note
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, beneficial interests in the
Registrant are not being registered under the Securities Act of 1933 (the "1933
Act"), because such interests will be issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant may only be made by
investment companies, insurance company separate accounts, common or commingled
trust funds or similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. The Registration
Statement does not constitute an offer to sell, or the solicitation of an offer
to buy, any beneficial interests in the Registrant.
Tax Free Money Portfolio
PART A
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Responses to Items 1 through 3, 5 and 9 have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
Item 4. Investment Objectives, Principal Investment Strategies, and Related
Risks.
The investment objectives of the Portfolio are to provide its investors with a
high level of current income consistent with liquidity and the preservation of
capital. The Portfolio seeks to achieve its investment objectives by investing
under normal market conditions no less than 80% of its net assets in municipal
bonds and notes that pay interest exempt from Federal income tax. Investments in
the Portfolio are neither insured nor guaranteed by the U.S. government.
Investments in the Portfolio are not deposits or obligations of, or guaranteed
by, Bankers Trust Company ("Bankers Trust"), the investment adviser of the
Portfolio, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency.
Additional information about the investment policies of the Portfolio appears in
Part B of this Registration Statement. There can be no assurance that the
investment objective of the Portfolio will be achieved. The Registrant
incorporates by reference information concerning the Portfolio's investment
objective and policies and risk factors associated with investments in the
Portfolio from the sections entitled "Objective," "Strategy," "Principal
Investments," "Risks," and "Organizational Structure" in the Prospectus of BT
Investment Funds, Tax Free Money Fund (File Nos. 33-07404 and 811-4760)(the
"Feeder Fund") (the "Feeder Fund Prospectus").
Item 5. Management, Organization and Capital Structure.
Registrant incorporates by reference information concerning the management of
the Portfolio from the sections entitled "Annual Fund Operating Expenses" and
"Management of the Trust and Portfolios" in the Feeder Fund Prospectus.
The Portfolio is organized as a trust under the laws of the State of New York.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Each investor is entitled to a vote in proportion to
the amount of its investment in the Portfolio. Investments in the Portfolio may
not be transferred, but an investor may withdraw all or any
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portion of his investment at any time at NAV. Investors in the Portfolio (e.g.,
investment companies, insurance company separate accounts and common and
commingled trust funds) will each be liable for all obligations of the
Portfolio. However, the risk of an investor in the Portfolio incurring financial
loss on account of such liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
The Portfolio reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings,
dividends and assets of the particular series. Currently, the Portfolio has only
one series.
Registrant incorporates by reference additional information concerning the
Portfolio's capital stock from the sections entitled "Calculating a Fund's Share
Price," "Dividends and Distributions," "Tax Consideration," and "Buying and
Selling Fund Shares" in the Feeder Fund Prospectus.
Investments in the Portfolio have no pre-emptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Portfolio is not
required and has no current intention to hold annual meetings of investors, but
the Portfolio will hold special meetings of investors when in the judgment of
the Trustees it is necessary or desirable to submit matters for an investor
vote. Changes in fundamental policies will be submitted to investors for
approval. Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified
percentage of the aggregate value of the Portfolio's outstanding interests) the
right to communicate with other investors in connection with requesting a
meeting of investors for the purpose of removing one or more Trustees. Investors
also have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of
the Portfolio, investors would be entitled to share pro rata in the net assets
of the Portfolio available for distribution to investors.
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each Portfolio Business Day. At each Valuation Time on each such
business day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the NAV of the Portfolio by the percentage,
effective for that day, that represents that investor's share of the aggregate
beneficial interests in the
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Portfolio. Any additions or withdrawals, which are to be effected on that day,
will then be effected. The investor's percentage of the aggregate beneficial
interests in the Portfolio will then be re-computed as the percentage equal to
the fraction (i) the numerator of which is the value of such investor's
investment in the Portfolio as of the Valuation Time, on such day plus or minus,
as the case may be, the amount of any additions to or withdrawals from the
investor's investment in the Portfolio effected on such day, and (ii) the
denominator of which is the aggregate NAV of the Portfolio as of the Valuation
Time, on such day plus or minus, as the case may be, the amount of the net
additions to or withdrawals from the aggregate investments in the Portfolio by
all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio as of
the Valuation Time, on the following business day of the Portfolio.
The Net Income of the Portfolio shall consist of (i) all income accrued, less
the amortization of any premium, on the assets of the Portfolio, less (ii) all
actual and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. Interest income includes discount
earned (including both original issue and market discount) on discount paper
accrued ratably to the date of maturity and any net realized gains or losses on
the assets of the Portfolio. All the Net Income of the Portfolio is allocated
pro rata among the investors in the Portfolio. The Net Income is accrued daily
and distributed monthly to the investors in the Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the Portfolio.
Item 7. Shareholder Information
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Registrant incorporates by reference information concerning the calculation of
net asset value and valuation of the Portfolio's assets from sections entitled
"Calculating the Fund's Share Price" and "Buying and Selling Fund Shares" in the
Fund's Prospectus.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "General Description of Registrant" above.
An investment in the Portfolio may be made without a sales load. All investments
are made at the NAV next determined if an order is received by the Portfolio by
the designated cutoff time for each accredited investor. The NAV of the
Portfolio is determined on each Portfolio Business Day. Securities are valued at
amortized cost, which the Trustees of the Portfolio have determined in good
faith constitutes fair value for the purposes of complying with the 1940 Act.
This valuation method will continue to be used until such time as the Trustees
of the Portfolio determine that it does not constitute fair value for such
purposes.
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in Federal funds (i.e., monies credited to the account of the
Portfolio's custodian bank by a Federal Reserve Bank).
An investor in the Portfolio may withdraw all or any portion of its investment
at the NAV next determined if a withdrawal request in proper form is furnished
by the investor to the Portfolio by the designated cutoff time for each
accredited investor. The proceeds of a withdrawal will be paid by the Portfolio
in Federal funds normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven days. The Portfolio reserves the right
to pay redemptions in kind. Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any withdrawal may
be suspended or the payment of the withdrawal proceeds postponed during any
period in which the NYSE is closed (other than weekends or holidays) or trading
on such Exchange is restricted, or, to the extent otherwise permitted by the
1940 Act, if an emergency exists.
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The Portfolio and ICC Distributors, Inc. ("ICC") reserve the right to cease
accepting investments at any time or to reject any investment order.
The placement agent for the Portfolio is ICC. The principal business address of
ICC and its affiliates is One Portland Square, Portland, Maine 04101. ICC
receives no additional compensation for serving as the placement agent for the
Portfolio.
Registrant incorporates by reference information on dividends, distributions and
tax consequences from the sections entitled "Dividends and Distributions" and
"Tax Considerations" in the Feeder Fund Prospectus.
Item 8. Distribution Arrangements.
Registrant incorporates by reference information concerning its Master-Feeder
structure from the section entitled "Organizational Structure" in the Feeder
Fund Prospectus.
Tax Free Money Portfolio
PART B
Item 10. Cover Page and Table of Contents
The Prospectus of the Tax Free Money Portfolio (the "Portfolio") dated April 30,
1999, which may be amended from time to time provides the basic information
investors should know before investing. This SAI, which is not a Prospectus, is
intended to provide additional information regarding the activities and
operations of the Portfolio and should be read in conjunction with the
Prospectus. You may request a copy of a prospectus or a paper copy of this SAI,
if you have received it electronically, free of charge by calling the Portfolio
at 1-800-730-1313
TABLE OF CONTENTS
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FUND HISTORY
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
MANAGEMENT OF THE FUND
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
INVESTMENT ADVISORY AND OTHER SERVICES
BROKERAGE ALLOCATION AND OTHER PRACTICES
CAPITAL STOCK AND OTHER SECURITIES
PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
TAXATION OF THE FUND
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UNDERWRITERS
CALCULATION OF PERFORMANCE DATA
FINANCIAL STATEMENTS
Item 11. Fund History.
Tax Free Money Portfolio (the "Portfolio") was organized as a trust under the
laws of the State of New York on March 26, 1990.
Item 12. Description of the Fund and Its Investment Risks.
The Portfolio is a no-load, diversified, open-end management investment company.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolio from the section entitled "Investment
Objective, Policies and Restrictions" in the Statement of Additional Information
for BT Investment Funds, Tax Free Money Fund (File Nos. 33-07404 and
811-4760)(the "Feeder Fund") (the "Feeder Fund SAI").
Item 13. Management of the Fund.
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Trust and Portfolios"
in the Feeder Fund SAI.
Item 14. Control Persons and Principal Holders of Securities.
As of April 1, 1999, Tax Free Money Fund (the "Fund") (a series of BT Investment
Funds) owned approximately 100% of the value of the outstanding interests in the
Portfolio.
The Fund has informed the Portfolio that whenever it is requested to vote on
matters pertaining to the fundamental policies of the Portfolio, the Fund will
hold a meeting of shareholders and will cast its votes as instructed by the
Fund's shareholders. It is anticipated that other registered investment
companies investing in the Portfolio will follow the same or a similar practice.
Item 15. Investment Advisory and Other Services.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolio from the
section entitled "Management of the Trust and Portfolios" in the Feeder Fund
SAI.
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Item 16. Brokerage Allocation and Other Practices.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolio from the section entitled
"Investment Objective, Policies and Restrictions -- Portfolio Transactions" in
the Feeder Fund SAI.
Item 17. Capital Stock and Other Securities.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in the Portfolio. Investors are entitled to participate pro rata in
distributions of taxable income, loss, gain and credit of the Portfolio. Upon
liquidation or dissolution of the Portfolio, investors are entitled to share pro
rata in the Portfolio's net assets available for distribution to its investors.
Investments in the Portfolio have no preference, preemptive, conversion or
similar rights and are fully paid and nonassessable, except as set forth below.
Investments in the Portfolio may not be transferred. Certificates representing
an investor's beneficial interest in the Portfolio are issued only upon the
written request of an investor.
Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees of the Portfolio if they
choose to do so and in such event the other investors in the Portfolio would not
be able to elect any Trustee. The Portfolio is not required and has no current
intention to hold annual meetings of investors but the Portfolio will hold
special meetings of investors when in the judgment of the Portfolio's Trustees
it is necessary or desirable to submit matters for an investor vote. No material
amendment may be made to the Portfolio's Declaration of Trust without the
affirmative majority vote of investors (with the vote of each being in
proportion to the amount of their investment).
The Portfolio may enter into a merger or consolidation, or sell all or
substantially all of its assets, if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to their respective
percentages of the beneficial interests in the Portfolio), except that if the
Trustees of the Portfolio recommend such sale of assets, the approval by vote of
a majority of the investors (with the vote of each being in proportion to their
respective percentages of the beneficial
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interests of the Portfolio) will be sufficient. The Portfolio may also be
terminated (i) upon liquidation and distribution of its assets, if approved by
the vote of two-thirds of its investors (with the vote of each being in
proportion to the amount of their investment), or (ii) by the Trustees of the
Portfolio by written notice to its investors.
The Portfolio is organized as a trust under the laws of the State of New York.
Investors in the Portfolio will be held personally liable for its obligations
and liabilities, subject, however, to indemnification by the Portfolio in the
event that there is imposed upon an investor a greater portion of the
liabilities and obligations of the Portfolio than its proportionate beneficial
interest in the Portfolio. The Declaration of Trust also provides that the
Portfolio shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Portfolio, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
The Declaration of Trust further provides that obligations of the Portfolio are
not binding upon the Trustees individually but only upon the property of the
Portfolio and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
The Portfolio reserves the right to create and issue a number of series, in
which case investments in each series would participate equally in the earnings
and assets of the particular series. Investors in each series would be entitled
to vote separately to approve advisory agreements or changes in investment
policy, but investors of all series may vote together in the election or
selection of Trustees, principal underwriters and accountants for the Portfolio.
Upon liquidation or dissolution of the Portfolio, the investors in each series
would be entitled to share pro rata in the net assets of their respective series
available for distribution to investors.
Item 18. Purchase, Redemption and Pricing of Shares.
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Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the Securities Act of 1933, as amended. See Item 7 "Shareholder
Information" in Part A of this registration statement.
Registrant incorporates by reference information concerning the method followed
by the Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Net Asset Value" in the Feeder Fund
SAI.
Item 19. Taxation of the Fund.
Registrant incorporates by reference information concerning the taxation of the
Portfolio from the section entitled "Taxes" in the Feeder Fund SAI.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended, assuming that the investor invested all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain of the
investors in the Portfolio. All investors are advised to consult their own tax
advisers as to the tax consequences of an investment in the Portfolio.
Item 20. Underwriters.
The placement agent for the Portfolio is ICC Distributors, Inc., which receives
no additional compensation for serving in this capacity. Investment companies,
insurance company separate accounts, common and commingled trust funds and
similar organizations and entities may continuously invest in the Portfolio.
Item 21. Calculation of Performance Data.
Not applicable.
Item 22. Financial Statements.
The Portfolio's financial statements are hereby incorporated by reference from
the Annual Report of BT Investment Funds, Tax
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Free Money Fund dated December 31, 1998 (File Nos. 33-07404 and 811-4760).
PART C. OTHER INFORMATION.
Responses to Items 23(e) and (i)-(k) have been omitted pursuant to paragraph
2(b) of Instruction B of the General Instructions to Form N-1A.
Item 23. Exhibits.
(a) (i) Amended and Restated Declaration of Trust dated April 1, 1990; 3
(ii) Amendment dated November 30, 1990 to the Amended and Restated
Declaration of Trust; 3
(b) By-Laws dated March 26, 1990; 3
(c) Not applicable;
(d) Investment Advisory Agreement between the Registrant and Bankers Trust
Company ("Bankers Trust")
dated April 23, 1990; 3
(f) Not applicable;
(g) (i) Custodian Agreement between the Registrant and Bankers Trust dated
July 1, 1996 - filed herewith;
(ii) Cash Services Addendum dated December 18, 1997, to Custodian Agreement
dated July 1, 1996 - filed herewith;
(h) (i) Administration and Services Agreement between the Registrant and
Bankers Trust dated April 29, 1992; 2 (ii) Exclusive Placement Agent
Agreement between the Registrant and ICC Distributors, Inc. dated August
11, 1998 - filed herewith;
(l) Investment representation letters of initial investors; 1
(m) Not applicable;
(n) Financial Data Schedule - filed herewith;
(o) Not applicable.
1. Previously filed on February 15, 1992.
2. Previously filed on April 30, 1993.
3. Response is incorporated by reference to Registrant's Amendment No. 6 on Form
N-1A filed April 24, 1996.
Item 24. Persons Controlled by or under Common Control with the Fund.
None
Item 25. Indemnification.
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Response is incorporated by reference to Registrant's Amendment No. 6 on Form
N-1A filed April 24, 1996.
Item 26. Business and Other Connections of Investment Adviser.
Bankers Trust serves as investment adviser to the Portfolio. Bankers Trust, a
New York banking corporation, is a wholly owned subsidiary of Bankers Trust
Corporation. Bankers Trust conducts a variety of commercial banking and trust
activities and is a major wholesale supplier of financial services to the
international institutional market.
To the knowledge of the Trust, none of the directors or officers of Bankers
Trust, except those set forth below, is engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Bankers Trust Corporation. Set forth below are the names and principal
businesses of the directors and officers of Bankers Trust who are engaged in any
other business, profession, vocation or employment of a substantial nature.
Lee A. Ault III, 62
Director, Bankers Trust and Bankers Trust Corporation since 1997; Private
Investor; Former Chairman and Chief Executive Officer, Telecredit, Inc.; and
Director, Equifax, Inc., Office Depot, Inc., Sunrise Medical Inc. and Pacific
Crest Outward Bound School.
Neil R. Austrian, 59
Director, Bankers Trust and Bankers Trust Corporation since 1997; President and
Chief Operating Officer, National Football League; Director, Rafac Technology
and Office Depot, Inc.; and Trustee of Swarthmore College.
George B. Beitzel, 70
Director, Bankers Trust and Bankers Trust Corporation since 1977; Retired Senior
Vice President and Director, International Business Machines Corporation;
Director, Computer Task Group, Phillips Petroleum Company, and Staff Leasing;
and Chairman Emeritus, Amherst College and Colonial Williamsburg Foundation.
Mark Bieler, 53
Executive Vice President, Bankers Trust Corporation since 1987; Managing
Director, Bankers Trust since 1992; Executive Vice
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President, Bankers Trust 1987-1992; and Senior Vice President and head of the
Human Resources Department since 1985.
Mary Cirillo, 51
Executive Vice President, Bankers Trust Corporation and Managing Director,
Bankers Trust since June 1997. Ms. Cirillo formerly held many positions in her
20-year career at Citicorp, including division executive from 1989 to 1992;
senior corporate officer for the business evaluation and corporate
re-engineering unit from 1993 to 1994; and Senior Vice President of Global
Finance Operations and Technology from 1994 to 1997. She is head of Bankers
Trust's Global Institutional Services business.
Richard H. Daniel, 52
Vice Chairman and Chief Financial Officer (Principal Financial Officer), Bankers
Trust Corporation and Bankers Trust since 1996; Vice Chairman, Bankers Trust
Corporation since April 1997; Controller, Bankers Trust Corporation and Bankers
Trust from 1996 to July 1998; Executive Vice President, Bankers Trust
Corporation from 1996 to April 1997; Vice Chairman, Bankers Trust since
September 1997; Managing Director, Bankers Trust from 1996 to September 1997.
Mr. Daniel formerly held the positions of chief financial officer of Federal
Home Loan Mortgage Corporation from 1994 to 1996, and executive vice president
and director of financial analysis and planning at BankAmerica Corporation from
1987 to 1994.
Yves C. de Balmann, 52
Vice Chairman, Bankers Trust Corporation since April 1997; Senior Vice
President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust from 1988 to September 1997; and Co-Chairman and Co-Chief
Executive Officer, BT Alex. Brown Incorporated.
Robert A. Ferguson, 53
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1995 to 1997; Managing Director,
Bankers Trust since 1985 and Bankers Trust Australia Limited since 1986.
Phillip A. Griffiths, 60
Director, Bankers Trust and Bankers Trust Corporation since 1994; Director,
Institute for Advanced Study; Chairman, Committee on Science, Engineering and
Public Policy of the National Academies of Sciences and Engineering & the
Institute of Medicine; Member, National Academy of Sciences, American Academy of
Arts and Sciences and American Philosophical Society;
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Chairman and Member, Nominations Committee and Committee on Science and
Engineering Indicators, National Science board; Trustee, North Carolina School
of Science and Mathematics and the Woodward Academy; and Former Member of the
board of directors, Research Triangle Institute.
Duncan P. Hennes, 42
Executive Vice President, Bankers Trust Corporation since September 1998;
Treasurer, Bankers Trust Corporation and Bankers Trust since September 1998;
Senior Vice President, Bankers Trust Corporation from 1990 to 1998; Managing
Director, Bankers Trust since 1990. Mr. Hennes is head of Bankers Trust's
Trading and Sales business and responsible for Treasury/Funding and Arbitrage.
William R. Howell, 63
Director, Bankers Trust and Bankers Trust Corporation since 1986; Chairman
Emeritus, J.C. Penney Company, Inc.; Director, Exxon Corporation, Halliburton
Company, Warner-Lambert Company, Williams, Inc., Central & South West Corp., and
the National Retail Federation; and Chairman, Southern Methodist University
Board of Trustees.
Vernon E. Jordan, Jr., 63
Director, Bankers Trust and Bankers Trust Corporation since 1972; Senior
Partner, Akin, Gump, Strauss, Hauer & Feld, LLP, Attorneys-at-law, Washington,
D.C. and Dallas, Texas; Former President, National Urban League, Inc.; Director,
American Express Company, Chancellor Media Corporation, Dow Jones, Inc., J.C.
Penney Company, Inc., Revlon Group Incorporated, Ryder System, Inc., Sara Lee
Corporation, Union Carbide Corporation and Xerox Corporation; and Trustee, The
Ford Foundation and Howard University.
Eugene A. Ludwig, 52
Vice Chairman, Bankers Trust Corporation and Bankers Trust since May 1998. Mr.
Ludwig formerly held the positions of Comptroller of the Currency of the United
States from 1993 to April 1998, Chairman of the Federal Financial Institutions
Examination Council, Chairman of Neighborhood Housing Services, and director of
the Federal Deposit Insurance Corporation. Mr. Ludwig is head of the Control
Committee and Capital Commitment Committee and responsible for risk and control,
legal, regulatory and other governmental issues central to implementing global
strategies in securities underwriting, lending and related businesses. In
addition, Mr. Ludwig is responsible for the Firm's corporate responsibility
area.
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Joseph A. Manganello, Jr., 63
Executive Vice President and Chief Credit Officer, Bankers Trust Corporation
since 1988; Managing Director of Bankers Trust since 1992; and Chief Credit
Officer of Bankers Trust since 1984; Executive Vice President of Bankers Trust
1982-1992; Department Head of the United States Department of Bankers Trust
prior to 1984. He is in charge of the Credit Risk Management Department.
I. David Marshall, 52
Executive Vice President and Chief Information Officer of Bankers Trust
Corporation and Managing Director and Chief Information Officer of Bankers Trust
since October 1996. Mr. Marshall formerly held the positions of executive vice
president and chief information officer of Canadian Imperial Bank of Commerce
from June 1995 to October 1996; group executive for Information Systems &
Operations and a member of the Executive Committee at Unitel Communications,
Inc., the operating arm of AT&T in Canada from 1993 to 1995; and from 1977 to
1993 he served with the Canadian Government consecutively as assistant auditor
general; assistant deputy minister, Information Technology for Revenue Canada
and assistant deputy minister, Information Technology for Employment and
Immigration Canada.
Hamish Maxwell, 72
Director of Bankers Trust and Bankers Trust Corporation since 1984; Retired
Chairman and Chief Executive Officer, Philip Morris Companies Inc.; Director,
Sola International Inc., and Chairman, WPP Group plc.
Rodney A. McLauchlan, 45
Executive Vice President, Bankers Trust Corporation since April 1997; Senior
Vice President, Bankers Trust Corporation from 1992 to April 1997; Managing
Director, BT Alex. Brown since September 1997; Managing Director, BT Securities
Corporation from 1995 to 1997; Managing Director, Bankers Trust from 1987 to
1995. As of 1998, he is Chairman of the Global Banking Group and is head of
Bankers Trust's Latin American Investment Banking business. Mr. McLauchlan also
chairs the Latin American and Asian Advisory Boards and the Client Committee.
Frank N. Newman, 56
Director, Bankers Trust and Bankers Trust Corporation since 1995; Chairman of
the Board, Chief Executive Officer and President, Bankers Trust and Bankers
Trust Corporation; Former Deputy Secretary, United States Treasury; Former Vice
Chairman of the Board and Director, BankAmerica Corporation and Bank of
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America NT&SA; Director, Dow Jones, Inc.; Trustee, Carnegie Hall; and Member,
Board of Overseers, Joan & Sanford I Weill Medical College and Joan & Sanford I.
Weill Graduate School of Medical Sciences of Cornell University.
N.J. Nicholas Jr., 59
Director of Bankers Trust and Bankers Trust Corporation since 1989; Investor;
Former Co-chief Executive Officer of Time Warner Inc. Director, Boston
Scientific Corporation, Priceline.com Inc. and Xerox Corporation.
Russell E. Palmer, 64
Director, Bankers Trust and Bankers Trust Corporation since 1988; Chairman and
Chief Executive Officer, The Palmer Group; Former Dean, The Wharton School,
University of Pennsylvania; Former Chief Executive Officer, Touche Ross & Co.
(now Deloitte & Touche). Director, Allied-Signal Inc., Federal Home Loan
Mortgage Corporation, GTE Corporation, The May Department Stores Company and
Safeguard Scientifics, Inc.; and Trustee, the University of Pennsylvania.
Mayo A. Shattuck III, 44
Vice Chairman, Bankers Trust Corporation since September 1997. He formerly held
the positions of President and Chief Operating Officer of Alex. Brown
Incorporated from 1991 to September 1997. He is Co-Chairman and Co-Chief
Executive Officer of BT Alex. Brown Incorporated.
Donald L. Staheli, 67
Director, Bankers Trust and Bankers Trust Corporation since 1996;Retired
Chairman of the Board and Chief Executive Officer, Continental Grain Company;
Director, Continental Grain Company, ContiFinancial Corporation, Prudential
Insurance Company of America and America's Promise; and Chairman, The Points of
The Light Foundation.
Patricia Carry Stewart, 70
Director, Bankers Trust and Bankers Trust Corporation since 1977; Former Vice
President, The Edna McConnell Clark Foundation (a charitable foundation); Chair,
Community Foundation for Palm Beach and Martin Counties; Trustee Emerita,
Cornell University; and a life member, Board of Overseers, Joan & Sanford I
Weill Medical College and Joan & Sanford I. Weill Graduate School of Medical
Sciences of Cornell University.
G. Richard Thoman, 54
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Director, Bankers Trust and Bankers Trust Corporation since 1997; President,
Chief Operating Officer and Director, DaimlerChrysler AG, Union Bancaire Privee
(Switzerland), General Electric Investments Equity Advisory Board, Yale School
of Management Advisory Board, Fletcher School of Law and Diplomacy Advisory
Board, the INSEAD U.S. Advisory Board and The Americas Society; President, Chief
Executive Officer and Director, Fuji Xerox Corporation, Ltd.; and Member,
Council on Foreign Relations.
George J. Vojta, 63
Director, Bankers Trust and Bankers Trust Corporation since 1997; Vice Chairman
of the Board, Bankers Trust and Bankers Trust Corporation; Director, Alicorp,
S.A., Globeset and Private Export Funding Corp.; Member, New York State Banking
Board; Vice Chairman of the Board of Trustees, St. Luke's-Roosevelt Hospital
Center; Partner, New York City Partnership; Chairman, Wharton Financial Services
Center; and Member, Bretton Woods Committee.
Paul A. Volcker, 71
Director, Bankers Trust and Bankers Trust Corporation since 1996; Former
Chairman and Chief Executive Officer, Wolfensohn & Co., Inc.; Former Chairman,
Board of Governors of the Federal Reserve System; Director, Nestle S.A.,
Prudential Insurance Company of America, American Council on Germany, Council on
Foreign Relations and The Japan Society; Trustee, The American Assembly; and
Member, the advisory boards of several international corporations.
Melvin A. Yellin, 56
Executive Vice President and General Counsel, Bankers Trust Corporation and
Managing Director and General Counsel of Bankers Trust since 1996; Senior Vice
President (Chief Legal Officer), Bankers Trust Corporation and Managing Director
(Chief Legal Officer) of Bankers Trust since 1995; Managing Director and Deputy
General Counsel, Bankers Trust from 1992 to 1995; Vice President and Counsel,
Bankers Trust from 1981 to 1992. He is in charge of the Legal Department.
* Certain of the executive officers held the Senior Managing Director title for
a portion of 1996 and 1997. Bankers Trust eliminated the title effective January
1, 1998 and reverted to the use of the Managing Director title as the most
senior title below that of Vice Chairman.
Item 27. Principal Underwriters.
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Not applicable.
ITEM 28. Location of Accounts and Records.
Registrant: BT Alex. Brown,
One South Street,
Baltimore, MD 21202
Bankers Trust Company: 130 Liberty Street,
New York, NY 10006
Investors Fiduciary 127 West 10th Street,
Trust Company: Kansas City, MO 64105
ICC Distributors, Inc.: Two Portland Square
Portland, Maine 04101
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, TAX FREE MONEY PORTFOLIO, has duly caused this Amendment No. 9 to
its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Baltimore and the State of
Maryland on the 26th day of April, 1999.
TAX FREE MONEY PORTFOLIO
By: /s/ Daniel O. Hirsch
Daniel O. Hirsch, Secretary
April 26, 1999
19
EXHIBIT G(1)
BANKERS TRUST COMPANY
One Bankers Trust Plaza, New York, New York 10006
Mailing Address:
P.O. Box 318, Church Street Station
New York, New York 10008
Mutual Fund/Business Trust/Non-Series
CUSTODIAN AGREEMENT
AGREEMENT dated as of July 1, 1996 between BANKERS TRUST COMPANY (the
"Custodian") and TAX FREE MONEY PORTFOLIO (the "Customer").
WHEREAS, the Customer desires to appoint the Custodian as custodian on
behalf of the Customer under the terms and conditions set forth in this
Agreement, and the Custodian has agreed to so act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Employment of Custodian. The Customer hereby employs the Custodian as
custodian of all assets of the Customer which are delivered to and accepted by
the Custodian or any Subcustodian (as that term is defined in Section 4) (the
"Property") pursuant to the terms and conditions set forth herein. Without
limitation, such Property shall include stocks and other equity interests of
every type, evidences of indebtedness, other instruments representing same or
rights or obligations to receive, purchase, deliver or sell same and other
non-cash investment property of the Customer which is acceptable for deposit
("Securities") and cash from any source and in any currency ("Cash"). The
Custodian shall not be responsible for any property of the Customer held or
received by the Customer or others and not delivered to the Custodian or any
Subcustodian.
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2. Maintenance of Securities and Cash at Custodian and Subcustodian
Locations. Pursuant to Instructions, the Customer shall direct the Custodian to
(a) settle Securities transactions and maintain cash in the country or other
jurisdiction in which the principal trading market for such Securities is
located, where such Securities are to be presented for payment or where such
Securities are acquired and (b) maintain cash and cash equivalents in such
countries in amounts reasonably necessary to effect the Customer's transactions
in such Securities. Instructions to settle Securities transactions in any
country shall be deemed to authorize the holding of such Securities and Cash in
that country.
3. Custody Account. The Custodian agrees to establish and maintain
custody account or accounts on its books in the name of the Customer (the
"Account") for any and all Property from time to time received and accepted by
the Custodian or any Subcustodian for the Account of the Customer. The Custodian
shall have the right, in its sole discretion, to refuse to accept any Property
that is not in proper form for deposit for any reason. The Customer acknowledges
its responsibility as a principal for all of its obligations to the Custodian
arising under or in connection with this Agreement, warrants its authority to
deposit in the Account any Property received therefor by the Custodian or a
Subcustodian and to give, and authorize others to give, instructions relative
thereto. The Custodian may deliver securities of the same class in place of
those deposited in the Account.
The Custodian shall hold, keep safe and protect as custodian for the
Account, on behalf of the Customer, all Property in such Account. All
transactions, including, but not limited to, foreign exchange transactions,
involving the Property shall be executed or settled solely in accordance with
Instructions, except that until the Custodian receives Instructions to the
contrary, the Custodian will:
(a) collect all interest and dividends and all other income and
payments, whether paid in cash or in kind, on the Property, as
the same become payable and credit the same to the Account;
(b) present for payment all Securities held in the Account which are
called, redeemed or retired or otherwise become payable and all
coupons and other income items which call for payment upon
presentation to the extent that the Custodian or Subcustodian is
actually aware
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of such opportunities and hold the cash received in the Account
pursuant to this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial
(including, without limitation, the exchange of temporary
securities for those in definitive form and the exchange of
warrants, or other documents of entitlement to securities, for
the Securities themselves) and (ii) when notification of a tender
or exchange offer (other than ministerial exchanges described in
(i) above is received for the Account, endeavor to receive
Instructions, provided that if such Instructions are not received
in time for the Custodian to take timely action, no action shall
be taken with respect thereto;
(d) whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for the Account and such rights entitlement or
fractional interest bears an expiration date, if after
endeavoring to obtain Instructions such Instructions are not
received in time for the Custodian to take timely action or if
actual notice of such actions was received too late to seek
Instructions, sell in the discretion of the Custodian (which sale
the Customer hereby authorizes the Custodian to make) such rights
entitlement or fractional interest and credit the Account with
the net proceeds of such sale;
(e) execute in the Customer's name for the Account, whenever the
Custodian deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income
from the Property in the Account;
(f) pay for the Account, any and all taxes and levies in the nature
of taxes imposed on interest, dividends or other similar income
on the Property in the Account by any governmental authority. In
the event there is insufficient Cash available in the Account to
pay such taxes and levies, the Custodian shall notify the
Customer of the amount of the shortfall and the Customer, at its
option, may deposit additional Cash in the Account or take steps
to have sufficient Cash available. The Customer agrees, when and
if requested by the Custodian and required in connection
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with the payment of any such taxes to cooperate with the
Custodian in furnishing information, executing documents or
otherwise; and
(g) appoint brokers and agents for any of the ministerial
transactions involving the Securities described in (a) - (f),
including, without limitation, affiliates of the Custodian or any
Subcustodian.
4. Subcustodians and Securities Systems. The Customer authorizes and
instructs the Custodian to hold the Property in the Account in custody accounts
which have been established by the Custodian with (a) one of its U.S. branches
or another U.S. bank or trust company or branch thereof located in the U.S.
which is itself qualified under the Investment Company Act of 1940, as amended
("1940 Act"), to act as custodian (individually, a "U.S. Subcustodian"), or a
U.S. securities depository or clearing agent or system in which the Custodian or
a U.S. Subcustodian participates (individually, a "U.S. Securities System") or
(b) one of its non-U.S. branches or majority-owned non-U.S. subsidiaries, a
non-U.S. branch or majority-owned subsidiary of a U.S. bank or a non-U.S. bank
or trust company, acting as custodian (individually, a "non- U.S. Subcustodian";
U.S. Subcustodians and non-U.S. Subcustodians, collectively, "Subcustodians"),
or a non-U.S. depository or clearing agency or system in which the Custodian or
any Subcustodian participates (individually, a "non-U.S. Securities System";
U.S. Securities System and non-U.S. Securities System, collectively, "Securities
System"), provided that in each case in which a U.S. Subcustodian or U.S.
Securities System is employed, each such Sub-Custodian or Securities System
shall have been approved by Instructions; provided further that in each case in
which a non-U.S. Subcustodian or non-U.S. Securities System is employed, (a)
such Subcustodian or Securities System either (i) a "qualified U.S. bank" as
defined by Rule 17f-5 under the 1940 Act ("Rule 17f-5") or (ii) an "eligible
foreign custodian" within the meaning of rule 17f-5 or such Subcustodian or
Securities System is the subject of an order granted by the U.S. Securities and
Exchange Commission ("SEC") exempting such agent or the subcustody arrangements
thereto from all or part of the provisions of Rule 17f-5 and (b) the agreement
between the Custodian and such non-U.S. Subcustodian has been approved by
Instructions; it being understood that the Custodian shall have no liability or
responsibility for determining whether the approval by the Customer of any
Subcustodian or Securities System has been proper under the 1940 Act or any rule
or regulations thereunder.
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Upon receipt of Instructions, the Custodian agrees to cease the
employment of any Subcustodian or Securities System with respect to the
Customer, and if desirable and practicable, appoint a replacement subcustodian
or securities system in accordance with the provisions of this Section. In
addition, the Custodian may, at any time in its discretion, upon written
notification to the Customer, terminate the employment of any Subcustodian or
Securities System.
Upon request of the Customer, the Custodian shall deliver to the
Customer annually a certificate stating: (a) the identity of each non-U.S.
Subcustodian and non-U.S. Securities System then acting on behalf of the
Custodian and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such non-U.S. Subcustodian and
non-U.S. Securities System; (b) the countries in which each non-U.S.
Subcustodian or non-U.S. Securities System is located; and (c) so long as Rule
17f-5 requires the Customer's Board of Trustees to directly approve its foreign
custody arrangements, such other information relating to such non-U.S.
Subcustodians and non-U.S. Securities Systems as may reasonably be requested by
the Customer to ensure compliance with Rule 17f-5. So long as Rule 17f-5
requires the Customer's Board of Trustees to directly approve its foreign
custody arrangements, the Custodian also shall furnish annually to the Customer
information concerning such non-U.S. Subcustodians and non-U.S. Securities
Systems similar in kind and scope as that furnished to the Customer in
connection with the initial approval of this Agreement. Custodian agrees to
promptly notify the Customer, if in the normal course of its custodian
activities, the Custodian has reason to believe that any non-U.S. Subcustodian
or non-U.S. Securities System has ceased to be a qualified U.S. bank or an
eligible foreign custodian each within the meaning of Rule 17f-5 or has ceased
to be subject to an exemptive order from the SEC.
5. Use of Subcustodian. With respect to Property in the Account which is
maintained by the Custodian in the custody of a Subcustodian employed pursuant
to Section 4:
(a) The Custodian will identify on its books as belonging to the
Customer any Property held by such Subcustodian.
(b) Any Property in the Account held by a Subcustodian will be
subject only to the instructions of the Custodian or its agents.
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<PAGE>
(c) Property deposited with a Subcustodian will be maintained in an
account holding only assets for customers of the Custodian.
(d) Any agreement the Custodian shall enter into with a non-U.S.
Subcustodian with respect to the holding of Property shall
require that (i) the Account will be adequately indemnified or
its losses adequately insured; (ii) the Securities are not
subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian or its creditors except a
claim for payment in accordance with such agreement for their
safe custody or administration and expenses related thereto,
(iii) beneficial ownership of such Securities be freely
transferable without the payment of money or value other than for
safe custody or administration and expenses related thereto, (iv)
adequate records will be maintained identifying the Property held
pursuant to such Agreement as belonging to the Custodian, on
behalf of its customers and (v) to the extent permitted by
applicable law, officers of or auditors employed by, or other
representatives of or designated by, the Custodian, including the
independent public accountants of or designated by, the Customer
be given access to the books and records of such Subcustodian
relating to its actions under its agreement pertaining to any
Property by it thereunder or confirmation of or pertinent
information contained in such books and records be furnished to
such persons designated by the Custodian.
6. Use of Securities System. With respect to Property in the Account
which are maintained by the Custodian or any Subcustodian in the custody of a
Securities System employed pursuant to Section 4:
(a) The Custodian shall, and the Subcustodian will be required by its
agreement with the Custodian to, identify on its books such
Property as being held for the account of the Custodian or
Subcustodian for its customers.
(b) Any Property held in a Securities System for the account of the
Custodian or a Subcustodian will be subject only to the
instructions of the Custodian or such Subcustodian, as the case
may be.
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(c) Property deposited with a Securities System will be maintained in
an account holding only assets for customers of the Custodian or
Subcustodian, as the case may be, unless precluded by applicable
law, rule, or regulation.
(d) The Custodian shall provide the Customer with any report obtained
by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System.
7. Agents. The Custodian may at any time or times in its sole discretion
appoint (or remove) any other U. S. bank or trust company which is itself
qualified under the 1940 Act to act as custodian, as its agent to carry out such
of the provisions of this Agreement as the Custodian may from time to time
direct; provided, however, that the appointment of any agent shall not relieve
the Custodian of its responsibilities or liabilities hereunder.
8. Records, Ownership of Property, Statements, Opinions of Independent
Certified Public Accountants.
(a) The ownership of the Property whether Securities, Cash and/or other
property, and whether held by the Custodian or a Subcustodian or in a Securities
System as authorized herein, shall be clearly recorded on the Custodian's books
as belonging to the Account and not for the Custodian's own interest. The
Custodian shall keep accurate and detailed accounts of all investments,
receipts, disbursements and other transactions for the Account. All accounts,
books and records of the Custodian relating thereto shall be open to inspection
and audit at all reasonable times during normal business hours by any person
designated by the Customer. All such accounts shall be maintained and preserved
in the form reasonably requested by the Customer. The Custodian will supply to
the Customer from time to time, as mutually agreed upon, a statement in respect
to any Property in the Account held by the Custodian or by a Subcustodian. In
the absence of the filing in writing with the Custodian by the Customer of
exceptions or objections to any such statement within sixty (60) days of the
mailing thereof, the Customer shall be deemed to have approved such statement
within sixty (60) days of the mailing thereof, the Customer shall be deemed to
have approved such statement and in such case or upon written approval of the
Customer of any such statement,
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such statement shall be presumed to be for all purposes correct with respect to
all information set forth therein.
(b) The Custodian shall take all reasonable action as the Customer may
request to obtain from year to year favorable opinions from the Customer's
independent certified public accountants with respect to the Custodian's
activities hereunder in connection with the preparation of the Customer's Form
N-1A and the Customer's Form N-SAR or other periodic reports to the SEC and with
respect to any other requirements of the SEC.
(c) At the request of the Customer, the Custodian shall deliver to the
Customer a written report prepared by the Custodian's independent certified
public accountants with respect to the services provided by the Custodian under
this Agreement, including, without limitation, the Custodian's accounting
system, internal accounting control and procedures for safeguarding Cash and
Securities, including Cash and Securities deposited and/or maintained in a
securities system or with a Subcustodian. Such report shall be of sufficient
scope and in sufficient detail as may reasonably be required by the Customer and
as may reasonably be obtained by the Custodian.
(d) The Customer may elect to participate in any of the electronic
on-line service and communications systems offered by the Custodian which can
provide the Customer, on a daily basis, with the ability to view on-line or to
print on hard copy various reports of Account activity and of Securities and/or
Cash being held in the Account. To the extent that such service shall include
market values in Securities in the Account, the Customer hereby acknowledges
that the Custodian now obtains and may in the future obtain information on such
values from outside sources that the Custodian considers to be reliable and the
Customer agrees that the Custodian (i) does not verify or represent or warrant
either the reliability of such service nor the accuracy or completeness of any
such information furnished or obtained by or through such service and (ii) shall
be without liability in selecting and utilizing such service or furnishing any
information derived therefrom.
9. Holding of Securities, Nominees, etc. Securities in the Account which
are held by the Custodian or any Subcustodian may be held by such entity in the
name of the Customer in the Custodian's or Subcustodian's name, in the name of
the Custodian's or Subcustodian's nominee, or in bearer form. Securities that
are held by a Subcustodian or which are eligible for deposit in a Securities
System as provided above may be
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maintained in the Subcustodian or the Securities System in an account for the
Customer's or Subcustodian's customers, unless prohibited by law, rule, or
regulation. The Custodian or Subcustodian, as the case may be, may combine
certificates representing Securities held in the Account with certificates of
the same issue held by it as fiduciary or as a custodian. In the event that any
Securities in the name of the Custodian or its nominee or held by a Subcustodian
and registered in the name of such Subcustodian or its nominee are called for
partial redemption by the issuer of such Security, the Custodian may, subject to
the rules or regulations pertaining to allocation of any Securities System in
which such Securities have been deposited, allot, or cause to be allotted, the
called portion of the respective beneficial holders of such class of security in
any manner the Custodian deems to be fair and equitable.
10. Proxies, etc. With respect to any proxies, notices, reports or other
communications relative to any of the Securities in the Account, the Custodian
shall perform such services and only such services relative thereto as are (i)
set forth in Section 3 of this Agreement, (ii) described in Exhibit A attached
hereto (as such service therein described may be in effect from time to time)
(the "Proxy Service") and (iii) as may otherwise be agreed upon between the
Custodian and the Customer. The liability and responsibility of the Custodian in
connection with the Proxy Service referred to in (ii) of the immediately
preceding sentence and in connection with any additional services which the
Custodian and the Customer may agree upon as provided in (iii) of the
immediately preceding sentence shall be as set forth in the description of the
Proxy Service and as may be agreed upon by the Custodian and the Customer in
connection with the furnishing of any such additional service and shall not be
affected by any other term of this Agreement. Neither the Custodian nor its
nominees or agents shall vote upon or in respect of any of the Securities in the
Account, execute any form of proxy to vote thereon, or give any consent or take
any action (except as provided in Section 3) with respect thereto except upon
the receipt of Instructions relative thereto.
11. Segregated Account. To assist the Customer in complying with the
requirements of the 1940 Act and the rules and regulations thereunder, the
Custodian shall, upon receipt of Instructions, establish and maintain a
segregated account or accounts on its books for and on behalf of the Customer.
12. Settlement Procedures. Securities will be transferred, exchanged or
delivered by the Custodian or a
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Subcustodian upon receipt by the Custodian of Instructions which include all
information required by the Custodian. Settlement and payment for Securities
received for the Account and delivery of Securities out of the Account may be
effected in accordance with the customary or established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivering
Securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the expectation of receiving
later payment for such Securities from such purchaser or dealer, as such
practices and procedures may be modified or supplemented in accordance with the
standard operating procedures of the Custodian in effect from time to time for
that jurisdiction or market. Provided that the Custodian effects transactions in
accordance with the customary or established securities trading or securities
processing practice or procedures in the applicable jurisdiction or market, it
shall not be responsible for any loss arising therefrom. Subject to the exercise
of reasonable care, the Custodian may elect to effect transactions otherwise in
a jurisdiction or market.
Notwithstanding that the Custodian may settle purchases and sales
against, or credit income to, the Account, on a contractual basis, as outlined
in the Investment Manager User Guide provided to the Customer by the Custodian,
the Custodian may, at its sole option, reverse such credits or debits to the
Account in the event that the transaction does not settle, or the income is not
received in a timely manner, and the Customer agrees to hold the Custodian
harmless from any losses which may result therefrom.
Except as otherwise may be agreed upon by the parties hereto, the
Custodian shall not be required to comply with Instructions to settle the
purchase of any Securities for the Account unless there is sufficient Cash in
the Account at the time or to settle the sale of any Securities in the Account
unless such Securities are in deliverable form. Notwithstanding the foregoing,
if the purchase price of such securities exceeds the amount of Cash in the
Account at the time of settlement of such purchase, the Custodian may, in its
sole discretion, but in no way shall have any obligation to, permit an overdraft
in the Account in the amount of the difference solely for the purpose of
facilitating the settlement of such purchase of securities for prompt delivery
to the Account. The Customer agrees to immediately repay the amount of any such
overdraft in the ordinary course of business and further agrees to indemnify and
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hold the Custodian harmless from and against any and all losses, costs,
including, without limitation the cost of funds, and expenses incurred in
connection with such overdraft. The Customer agrees that it will not use the
Account to facilitate the purchase of securities without sufficient funds in the
Account (which funds shall not include the proceeds of the sale of the purchased
securities).
13. Permitted Transactions. The Customer agrees that it will cause
transactions to be made pursuant to this Agreement only upon Instructions in
accordance Section 14 and only for the purposes listed below.
(a) In connection with the purchase or sale of Securities at prices as
confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise become
payable.
(c) In exchange for or upon conversion into other securities alone or
other securities and cash pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other
securities.
(e) Upon exercise of subscription, purchase or other similar rights
represented by Securities.
(f) For the payment of interest, taxes, management or supervisory fees,
distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a pledge
of Securities, but only against receipt of amounts borrowed.
(h) In connection with any loans, but only against receipt of collateral
as specified in Instructions which shall reflect any restrictions applicable to
the Customer.
(i) For the purpose of redeeming shares of the capital stock of the
Customer against delivery of the shares to be redeemed to the Custodian, a
Subcustodian or the Customer's transfer agent.
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(j) For the purpose of redeeming in kind shares of the Customer against
delivery of the shares to be redeemed to the Custodian, a Subcustodian or the
Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement
among the Customer, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc., relating to compliance with the rules of The Options
Clearing Corporation, the Commodities Futures Trading Commission and of any
registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Customer.
(l) For release of Securities to designated brokers under covered call
options, provided, however, that such Securities shall be released only upon
payment to the Custodian of monies for the premium due and a receipt for the
Securities which are to be held in escrow. Upon exercise of the option, or at
expiration, the Custodian will receive the Securities previously deposited from
broker. The Custodian will act strictly in accordance with Instructions in the
delivery of Securities to be held in escrow and will have no responsibility or
liability for any such Securities which are not returned promptly when due other
than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate
security trading or receipt of income from Securities related transactions.
(n) Upon the termination of this Agreement as set forth in Section 20.
(o) For other proper purposes.
The Customer agrees that the Custodian shall have no obligation to
verify the purpose for which a transaction is being effected.
14. Instructions. The term "Instructions" means instructions from the
Customer in respect of any of the Custodian's duties hereunder which have been
received by the Custodian at its address set forth in Section 21 below (i) in
writing (including, without limitation, facsimile transmission) or by tested
telex signed or given by such one or more person or persons as the Customer
shall have from time to time authorized in writing to give the particular class
of Instructions in
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question and whose name and (if applicable) signature and office address have
been filed with the Custodian, or (ii) which have been transmitted
electronically through an electronic on-line service and communications system
offered by the Custodian or other electronic instruction system acceptable to
the Custodian, or (iii) a telephonic or oral communication by one or more
persons as the Customer shall have from time to time authorized to give the
particular class of Instructions in question and whose name has been filed with
the Custodian; or (iv) upon receipt of such other form of instructions as the
Customer may from time to time authorize in writing and which the Custodian has
agreed in writing to accept. Instructions in the form of oral communications
shall be confirmed by the Customer by tested telex or writing in the manner set
forth in clause (i) above, but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reasonable reliance upon such oral
instructions prior to the Custodian's receipt of such confirmation. Instructions
may relate to specific transactions or to types or classes of transactions, and
may be in the form of standing instructions.
The Custodian shall have the right to assume in the absence of notice to
the contrary from the Customer that any person whose name is on file with the
Custodian pursuant to this Section has been authorized by the Customer to give
the Instructions in question and that such authorization has not been revoked.
The Custodian may act upon and conclusively rely on, without any liability to
the Customer or any other person or entity for any losses resulting therefrom,
any Instructions reasonably believed by it to be furnished by the proper person
or persons as provided above.
15. Standard of Care. The Custodian shall be responsible for the
performance of only such duties as are set forth herein or contained in
Instructions given to the Custodian which are not contrary to the provisions of
this Agreement. The Custodian will use reasonable care with respect to the
safekeeping of Property in the Account and, except as otherwise expressly
provided herein, in carrying out its obligations under this Agreement. So long
as and to the extent that it has exercised reasonable care, the Custodian shall
not be responsible for the title, validity or genuineness of any Property or
other property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and shall be held harmless in acting upon, and may
conclusively rely on, without liability for any loss resulting therefrom, any
notice, request, consent, certificate or other instrument reasonably believed by
it to be
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<PAGE>
genuine and to be signed or furnished by the proper party or parties, including,
without limitation, Instructions, and shall be indemnified by the Customer for
any losses, damages, costs and expenses (including, without limitation, the fees
and expenses of counsel) incurred by the Custodian and arising out of action
taken or omitted with reasonable care by the Custodian hereunder or under any
Instructions. The Custodian shall be liable to the Customer for any act or
omission to act of any Subcustodian to the same extent as if the Custodian
committed such act itself. Where, under applicable law, regulation, or practice
(in order to facilitate the settlement of transactions related thereto), or
where the Customer otherwise elects, Securities are held in a Securities System
in a particular market, the Custodian shall only be responsible or liable for
losses arising from employment of such Securities System caused by the
Custodian's own failure to exercise reasonable care. Where the Custodian
otherwise elects to employ a Securities System to hold Securities in a
particular market, the Custodian shall be liable to the Customer for any act or
omission of any Securities System to the same extent as if the Custodian
committed such act itself. In the event of any loss to the Customer by reason of
the failure of the Custodian or a Subcustodian to utilize reasonable care, the
Custodian shall be liable to the Customer to the extent of the Customer's actual
damages at the time such loss was discovered without reference to any special
conditions or circumstances. In no event shall the Custodian be liable for any
consequential or special damages. The Custodian shall be entitled to rely, and
may act, on advice of counsel (who may be counsel for the Customer) on all
matters and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
In the event the Customer subscribes to an electronic on-line service
and communications system offered by the Custodian, the Customer shall be fully
responsible for the security of the Customer's connecting terminal, access
thereto and the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect thereto and agree to
defend and indemnify the Custodian and hold the Custodian harmless from and
against any and all losses, damages, costs and expenses (including the fees and
expenses of counsel) incurred by the Custodian as a result of any improper or
unauthorized use of such terminal by the Customer or by any others.
All collections of funds or other property paid or distributed in
respect of Securities in the Account, including
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<PAGE>
funds involved in third-party foreign exchange transactions, shall be made at
the risk of the Customer.
Subject to the exercise of reasonable care, the Custodian shall have no
liability for any loss occasioned by delay in the actual receipt of notice by
the Custodian or by a Subcustodian of any payment, redemption or other
transaction regarding Securities in the Account in respect of which the
Custodian has agreed to take action as provided in Section 3 hereof. The
Custodian shall not be liable for any loss resulting from, or caused by, or
resulting from acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation, and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war, terrorism,
insurrection or revolution; strikes or work stoppages; the inability of a local
clearing and settlement system to settle transactions for reasons beyond the
control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption,
nuclear fusion, fission or radioactivity, or other acts of God.
The Custodian shall have no liability in respect of any loss, damage or
expense suffered by the Customer, insofar as such loss, damage or expense arises
from the performance of the Custodian's duties hereunder by reason of the
Custodian's reliance upon records that were maintained for the Customer by
entities other than the Custodian prior to the Custodian's employment under this
Agreement.
The provisions of this Section shall survive termination of this
Agreement.
16. Investment Limitations and Legal or Contractual Restrictions or
Regulations. The Custodian shall not be liable to the Customer and the Customer
agrees to indemnify the Custodian and its nominees, for any loss, damage or
expense suffered or incurred by the Custodian or its nominees arising out of any
violation of any investment restriction or other restriction or limitation
applicable to the Customer pursuant to any contract or any law or regulation.
The provisions of this Section shall survive termination of this Agreement.
17. Fees and Expenses. The Customer agrees to pay to the Custodian such
compensation for its services pursuant to this
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<PAGE>
Agreement as may be mutually agreed upon in writing from time to time and the
Custodian's reasonable out-of-pocket or incidental expenses in connection with
the performance of this Agreement, including (but without limitation) legal fees
as described herein and/or deemed necessary in the judgment of the Custodian to
keep safe or protect the Property in the Account. The initial fee schedule is
attached hereto as Exhibit B. The Customer hereby agrees to hold the Custodian
harmless from any liability or loss resulting from any taxes or other
governmental charges, and any expense related thereto, which may be imposed, or
assessed with respect to any Property in the Account and also agrees to hold the
Custodian, its Subcustodians, and their respective nominees harmless from any
liability as a record holder of Property in the Account. The Custodian is
authorized to charge the Account for such items and the Custodian shall have a
lien on the Property in the Account for any amount payable to the Custodian
under this Agreement, including but not limited to amounts payable pursuant to
the last paragraph of Section 12 and pursuant to indemnities granted by the
Customer under this Agreement. The provisions of this Section shall survive the
termination of this Agreement.
18. Tax Reclaims. With respect to withholding taxes deducted and which
may be deducted from any income received from any Property in the Account, the
Custodian shall perform such services with respect thereto as are described in
Exhibit C attached hereto and shall in connection therewith be subject to the
standard of care set forth in such Exhibit C. Such standard of care shall not be
affected by any other term of this Agreement.
19. Amendment, Modifications, etc. No provision of this Agreement may be
amended, modified or waived except in a writing signed by the parties hereto. No
waiver of any provision hereto shall be deemed a continuing waiver unless it is
so designated. No failure or delay on the part of either party in exercising any
power or right under this Agreement operates as a waiver, nor does any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.
20. Termination. This Agreement may be terminated by the Customer or the
Custodian by ninety (90) days' written notice to the other; provided that notice
by the Customer shall specify the names of the persons to whom the Customer
shall deliver the Securities in the Account and to whom the Cash in the Account
shall be paid. If notice of termination is given by the
35
<PAGE>
Custodian, the Customer shall, within ninety (90) days following the giving of
such notice, deliver to the Custodian a written notice specifying the names of
the persons to whom the Custodian shall deliver the Securities in the Account
and to whom the Cash in the Account shall be paid. In either case, the Custodian
shall deliver such Securities and Cash to the persons so specified, after
deducting therefrom any amounts which the Custodian determines to be owed to it
under Sections 12, 17, and 22. In addition, the Custodian may in its discretion
withhold from such delivery such Cash and Securities as may be necessary to
settle transactions pending at the time of such delivery. The Customer grants to
the Custodian a lien and right of setoff against the Account and all Property
held therein from time to time in the full amount of the foregoing obligations.
If within ninety (90) days following the giving of a notice of termination by
the Custodian, the Custodian does not receive from the Customer a written notice
specifying the names of the persons to whom the Custodian shall deliver the
Securities in the Account and to whom the Cash in the Account shall be paid, the
Custodian, at its election, may deliver such Securities and pay such Cash to a
bank or trust company doing business in the State of New York to be held and
disposed of pursuant to the provisions of this Agreement, or may continue to
hold such Securities and Cash until a written notice as aforesaid is delivered
to the Custodian, provided that the Custodian's obligations shall be limited to
safekeeping.
21. Notices. Except as otherwise provided in this Agreement, all
requests, demands or other communications between the parties or notices in
connection herewith (a) shall be in writing, hand delivered to sent by telex,
cable, facsimile or other means of electronic communication agreed upon by the
parties hereto addressed, if to the Customer, to:
Tax Free Money Portfolio
Signature Financial
6 St. James Avenue
Boston, MA 02116
Attention: Thomas M. Lenz
Phone: (617) 423-0800
Fax: (617) 542-5815
with a copy to:
Bankers Trust Company
4 Albany Street, 2nd Floor
36
<PAGE>
New York, NY 10006
Attention: William O'Dell
Phone: (212) 250-2838
Fax: (212) 250-4462
if to the Custodian, to:
Bankers Trust Company
16 Wall Street, 4th Floor
New York, NY 10005
Attention: Vince Fiordimondo
Phone: (212) 618-3602
Fax: (212) 618-3823
or in either case to such other address as shall have been furnished to the
receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback.
22. Security for Payment. To secure payment of all obligations due
hereunder, the Customer hereby grants to Custodian a continuing security
interest in and right of setoff against the Account and all Property held
therein from time to time in the full amount of such obligations. Should the
Customer fail to pay promptly any amounts owed hereunder, Custodian shall be
entitled to use available Cash in the Account and to dispose of Securities in
the Account as is necessary. In any such case and without limiting the
foregoing, Custodian shall be entitled to take such other action(s) or exercise
such other options, powers and rights as Custodian now or hereafter has a
secured creditor under the New York Uniform Commercial Code or any other
applicable law.
23. Representations and Warranties.
(a) The Customer hereby represents and warrants to the Custodian that:
(i) the employment of the Custodian and the terms of this
Agreement do not violate any obligation by which the Customer is bound, whether
arising by contract, operation of law or otherwise;
37
<PAGE>
(ii) this Agreement has been duly authorized by appropriate
action and when executed and delivered will be binding upon the Customer in
accordance with its terms; and
(iii) the Customer will deliver to the Custodian such evidence of
such authorization as the Custodian may reasonably require, whether by way of a
certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the Customer that:
(i) its employment as Custodian and the terms of this Agreement
do not violate any obligation by which the Custodian is bound, whether arising
by contract, operation of law or otherwise;
(ii) this Agreement has been duly authorized by appropriate
action and when executed and delivered will be binding upon the Custodian in
accordance with its terms;
(iii) the Custodian will deliver to the Customer such evidence of
such authorization as the Customer may reasonably require, whether by way of a
certified resolution or otherwise; and
(iv) Custodian is qualified as a custodian under Section 26(a) of
the 1940 Act and warrants that it will remain so qualified or upon ceasing to be
so qualified shall promptly notify the Customer in writing.
24. Governing Law and Successors and Assigns. This Agreement shall be
governed by the law of the State of New York and shall not be assignable by
either party, but shall bind the successors in interest of the Customer and the
Custodian.
25. Publicity. Customer shall furnish to Custodian at its office
referred to in Section 21 above, prior to any distribution thereof, copies of
any material prepared for distribution to any persons who are not parties hereto
that refer in any way to the Custodian, provided that the Customer may refer in
its prospectus and other documents to the Custodian in the manner set forth in
Exhibit D attached to this contract. Customer shall not distribute or permit the
distribution of such materials if Custodian reasonably objects in writing within
ten (10) business days of receipt thereof (or such other time as may be mutually
agreed) after receipt thereof. The provisions of this Section shall survive the
termination of this Agreement.
38
<PAGE>
26. Representative Capacity and Binding Obligation. Notice is hereby
given that this Agreement is not executed on behalf of the Trustees of the
Customer as individuals, and the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Customer individually
but are biding only upon the assets and property of the Customer.
The Custodian agrees that no shareholder, trustee or officer of the
Customer may be held personally liable or responsible for any obligations of the
Customer arising out of this Agreement.
27. Affiliation Between Custodian and Adviser and Customer. It is
understood that the trustees, officers, employees, agents and shareholders of
the Customer, and the officers, directors, employees, agents and shareholders of
the Customer's Investment Adviser, Bankers Trust Company ("Adviser"), are or may
be interested in Custodian as directors, officers, employees, agents,
stockholders, or otherwise, and that the directors, officers, employees, agents
or stockholders of Custodian may be interested in the Customer as trustees,
officers, employees, agents, shareholders, or otherwise, or in Adviser as
officers, directors, employees, agents, shareholders or otherwise.
(i) No trustee, officer, employee or agent of the Customer, and no
officer, director, employee or agent of the Adviser acting pursuant to
any provision of the Investment Advisory Agreement (the "Advisory
Agreement") between the Customer and Adviser, shall have physical access
to the assets of the Customer held by Custodian or be authorized or
permitted to withdraw any investments of the Customer, nor shall
Custodian deliver any assets of the Customer to any such person. No
officer, director, employee or agent of Custodian who holds any similar
position with the Customer or who performs duties under the Advisory
Agreement shall have access to the assets of the Trust.
(ii) Subject to Section 14 hereof, nothing in this Section 27 shall
prohibit any officer, employee or agent of the Customer, or any officer,
employee or agent of the Adviser, from giving Instructions to Custodian
as long as no such Instruction results in delivery or of access to
assets of
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<PAGE>
the Customer prohibited by subclause (i) of this Section 27.
28. Submission to Jurisdiction. Any suit, action or proceeding arising
out of this Agreement may be instituted in any State or Federal court sitting in
the City of New York, State of New York, United States of America, and the
Customer irrevocably submits to the non-exclusive jurisdiction of any such court
in any such suit, action or proceeding and waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding was brought in an inconvenient forum.
29. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties hereto.
30. Confidentiality. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required or requested to be
disclosed by any bank or other regulatory examiner of the Custodian, Customer,
or any Subcustodian, any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or regulation.
31. Severability. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination shall not affect the validity or
enforceability of any other provision of this Agreement.
32. Headings. The heading of the paragraphs hereof are included for
convenience of reference only and do not form a part of this Agreement.
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<PAGE>
TAX FREE MONEY PORTFOLIO
By: /s/ Thomas M. Lenz
----------------------
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /s/ John P. Zori
--------------------
Name: John P. Zori
Title: Vice President
41
<PAGE>
EXHIBIT A
---------
To Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and Tax Free Money Portfolio
PROXY SERVICE
-------------
The following is a description of the Proxy Service referred to in
Section 10 of the above referred to Custodian Agreement. Terms used herein as
defined terms shall have the meanings ascribed to them therein unless otherwise
defined below.
The Custodian provides a service, described below, for the transmission
of corporate communications in connection with shareholder meetings relating to
Securities held in Argentina, Australia, Austria, Canada, Denmark, Finland,
France, Germany, Greece, Hong Kong, Indonesia, Ireland, Italy, Japan, Korea,
Malaysia, Mexico, Netherlands, New Zealand, Pakistan, Poland, Singapore, South
Africa, Spain, Sri Lanka, Sweden, United Kingdom, United States, and Venezuela.
For the United States and Canada, the term "corporate communications" means the
proxy statements or meeting agenda, proxy cards, annual reports and any other
meeting materials received by the Custodian. For countries other than the United
States and Canada, the term "corporate communications" means the meeting agenda
only and does not include any meeting circulars, proxy statements or any other
corporate communications furnished by the issuer in connection with such
meeting. Non-meeting related corporate communications are not included in the
transmission service to be provided by the Custodian except upon request as
provided below.
The Custodian's process for transmitting and translating meeting agendas
will be as follows:
1) If the meeting agenda is not provided by the issuer in the
English language, and if the language of such agenda is in the
official language of the country in which the related security is
held, the Custodian will as soon as practicable after receipt of
the original meeting agenda by a Subcustodian provide an English
translation prepared by that Subcustodian.
2) If an English translation of the meeting agenda is furnished, the
local language agenda will not be furnished unless requested.
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<PAGE>
Translations will be free translations and neither the Custodian nor any
Subcustodian will be liable or held responsible for the accuracy thereof or any
direct or indirect consequences arising therefrom, including without limitation
arising out of any action taken or omitted to be taken based thereon.
If requested, the Custodian will, on a reasonable efforts basis,
endeavor to obtain any additional corporate communication such as annual or
interim reports, proxy statements, meeting circulars, or local language agenda,
and provide them in the form obtained.
Timing in the voting process is important and, in that regard, upon
receipt by the Custodian of notice from a Subcustodian, the Custodian will
provide a notice to the Customer indicating the deadline for receipt of its
instructions to enable the voting process to take place effectively and
efficiently. As voting procedures will vary from market to market, attention to
any required procedures will be very important. Upon timely receipt of voting
instructions, the Custodian will promptly forward such instructions to the
applicable Subcustodian. If voting instructions are not timely received, the
Custodian shall have no liability or obligation to take any action.
For Securities held in markets other than those set forth in the first
paragraph, the Custodian will not furnish the material described above or seek
voting instructions. However, if requested to exercise voting rights at a
specific meeting, the Custodian will endeavor to do so on a reasonable efforts
basis without any assurance that such rights will be so exercised at such
meeting.
If the Custodian or any Subcustodian incurs extraordinary expenses in
exercising voting rights related to any Securities pursuant to appropriate
instructions or directions (e.g., by way of illustration only and not by way of
limitation, physical presence is required at a meeting and/or travel expenses
are incurred), such expenses will be reimbursed out of the Account unless other
arrangements have been made for such reimbursement.
It is the intent of the Custodian to expand the Proxy Service to include
jurisdictions which are not currently included as set forth in the second
paragraph hereof. The Custodian will notify the Customer as to the inclusion of
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<PAGE>
additional countries or deletion of existing countries after their inclusion or
deletion and this Exhibit A will be deemed to be automatically amended to
include or delete such countries as the case may be.
Dated as of: July 1, 1996 TAX FREE MONEY PORTFOLIO
By: /s/ Thomas M. Lenz
----------------------
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /s/ John P. Zori
--------------------
Name: John P. Zori
Title: Vice President
44
<PAGE>
EXHIBIT B
To Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and Tax Free Money Portfolio.
CUSTODY FEE SCHEDULE
--------------------
This Exhibit B shall be amended upon delivery by the Custodian of a new Exhibit
B to the Customer and acceptance thereof by the Customer and shall be effective
as of the date of acceptance by the Customer or a date agreed upon between the
Custodian and the Customer.
45
<PAGE>
EXHIBIT C
---------
To Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and Tax Free Money Portfolio.
TAX RECLAIMS
------------
Pursuant to Section 18 of the above referred to Custodian Agreement, the
Custodian shall perform the following services with respect to withholding taxes
imposed or which may be imposed on income from Property in the Account. Terms
used herein as defined terms shall unless otherwise defined have the meanings
ascribed to them in the above referred to Custodian Agreement.
When withholding tax has been deducted with respect to income from any
Property in an Account, the Customer will actively pursue on a reasonable
efforts basis the reclaim process, provided that the Custodian shall not be
required to institute any legal or administrative proceeding against any
Subcustodian or other person. The Custodian will provide fully detailed
advices/vouchers to support reclaims submitted to the local authorities by the
Custodian or its designee. In all cases of withholding, the Custodian will
provide full details to the Customer. If exemption from withholding at the
source can be obtained in the future, the Custodian will notify the Customer and
advise what documentation, if any, is required to obtain the exemption. Upon
receipt of such documentation from the Customer, the Custodian will file for
exemption on the Customer's behalf and notify the Customer when it has been
obtained.
In connection with providing the foregoing service, the Custodian shall
be entitled to apply categorical treatment of the Customer according to the
Customer's nationality, the particulars of its organization and other relevant
details that shall be supplied by the Customer. It shall be the duty of the
Customer to inform the Customer of any change in the organization, domicile or
other relevant fact concerning tax treatment of the Customer and further to
inform the Custodian if the customer is or becomes the beneficiary of any
special ruling or treatment not applicable to the general nationality and
category or entity of which the Customer is a part under general
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<PAGE>
laws and treaty provisions. The Custodian may rely on any such information
provided by the Customer.
In connection with providing the foregoing service, the Custodian may
also rely on professional tax services published by a major international
accounting firm and/or advice received from a Subcustodian in the jurisdictions
in question. In addition, the Custodian may seek the advice of counsel or other
professional tax advisers in such jurisdictions. The Custodian is entitled to
rely, and may act, on information set forth in such services and on advice
received from a Subcustodian, counsel or other professional tax advisers and
shall be without liability to the Customer for any action reasonably taken or
omitted pursuant to information contained in such services or such advice.
47
<PAGE>
Dated as of: July 1, 1996 TAX FREE MONEY PORTFOLIO
By: /s/ Thomas M. Lenz
----------------------
Name: Thomas M. Lenz
Title: Secretary
BANKERS TRUST COMPANY
By: /s/ John P. Zori
--------------------
Name: John P. Zori
Title: Vice President
48
<PAGE>
EXHIBIT D
To Custodian Agreement dated as of July 1, 1996 between Bankers Trust
Company and Tax Free Money Portfolio.
APPROVED REFERENCE TO CUSTODIAN
-------------------------------
"Bankers Trust acts as Custodian of the assets of the Trust and the Portfolio"
49
Exhibit g(2)
CASH SERVICES ADDENDUM, dated as of December 18, 1997 (this "Addendum"),
to the CUSTODIAN AGREEMENT (the "Agreement") between BANKERS TRUST COMPANY (the
"Custodian") and each of the following investment companies: BT Investment
Funds, BT Institutional Funds, BT Pyramid Mutual Funds, BT Advisor Funds, Cash
Management Portfolio, Treasury Money Portfolio, Tax Free Money Portfolio, NY Tax
Free Money Portfolio, International Equity Portfolio, Short/Intermediate U.S.
Government Securities Portfolio, Equity 500 Index Portfolio, Asset Management
Portfolio, Capital Appreciation Portfolio, Intermediate Tax Free Portfolio, and
BT Investment Portfolios (each, an "Investment Company").
WHEREAS, the Custodian has revised the cash services it provides (as
described in the attachments to this Addendum, which are incorporated herein by
reference), and the Custodian and each Investment Company desire to confirm
their understanding with respect to future and prior cash services;
NOW, THEREFORE, the Custodian and each Investment Company agree as
follows:
1. Until the Custodian receives Instructions to the contrary, the
Custodian will (a) hold with Subcustodians, in deposit accounts maintained for
the benefit of the Custodian's clients, all Cash received for the Account, (b)
credit such interest, if any, on Cash in the Account as the Custodian shall from
time to time determine and (c) receive compensation out of any amounts paid by
Subcustodians in respect of Cash in the Account.
2. Pursuant to procedures described in the attachments or otherwise
approved by an Investment Company or its investment adviser, the Custodian may
(on an overnight or other short-term basis) move certain, or all, currencies of
Cash in the Account from any Subcustodian and place it, as deposits or
otherwise, with one or more other Subcustodians (including branches and
affiliates of the Custodian). The Custodian will notify the Investment Company
of any placement procedures it implements and will move Cash in accordance with
such procedures until it notifies the Investment Company otherwise or receives
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<PAGE>
Instructions to the contrary. The Custodian may credit interest and receive
compensation as described in 1 above with respect to any Cash moved.
3. Any actions by the Custodian and an Investment Company previously
taken in conformity with 1 and 2 above (including compensation retained by the
Custodian for providing this service) are approved and affirmed.
4. Capitalized terms used but not defined in this Addendum are used with
the respective meanings assigned to them in the Agreement.
IN WITNESS WHEREOF, this Addendum has been executed as of the day and
year first above written.
BANKERS TRUST COMPANY EACH INVESTMENT COMPANY
NAMED ABOVE
By: /s/ Richard M. QuintalBy: /s/ Jay S. Neuman
Richard M. Quintal Jay S. Neuman, Secretary of each
Managing Director Investment Company
51
August 11, 1998
ICC Distributors, Inc.
Two Portland Square
Portland, ME 04101
Ladies and Gentlemen:
Re: Exclusive Placement Agent Agreement
-----------------------------------
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned open-end management investment companies (each a
"Trust" and collectively, the "Trusts") registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), each organized as a business trust
under the laws of the State of New York, has agreed that ICC Distributors, Inc.,
a Delaware corporation ("ICC"), shall be the exclusive placement agent (the
"Exclusive Placement Agent") of beneficial interests ("Trust Interests") of each
series of the respective Trusts.
1. Services as Exclusive Placement Agent.
--------------------------------------
1.1 ICC will act as Exclusive Placement Agent of the Trust Interests. In acting
as Exclusive Placement Agent under this Exclusive Placement Agent Agreement,
neither ICC nor its employees or any agents thereof shall make any offer or sale
of Trust Interests in a manner which would require the Trust Interests to be
registered under the Securities Act of 1933, as amended (the "1933 Act").
1.2 All activities by ICC and its agents and employees as Exclusive Placement
Agent of Trust Interests shall comply with all applicable laws, rules and
regulations of any U.S. governmental authority, including, without limitation,
all rules and regulations adopted pursuant to the 1940 Act by the Securities and
Exchange Commission (the "Commission").
1.3 Nothing herein shall be construed to require a Trust to accept any offer to
purchase any Trust Interests, all of which shall be subject to approval by the
Trust's Board of Trustees or their delegates.
52
<PAGE>
1.4 The Trusts shall furnish from time to time for use in connection with the
sale of Trust Interests such information with respect to the Trust and Trust
Interests as ICC may reasonably request. The Trusts shall prepare and furnish,
at their own cost and expense, all offering documents to be used by the
Exclusive Placement Agent to offer Trust Interests including, without
limitation, the Confidential Private Placement Memorandum, the Confidential
Statement of Additional Information, and the Subscription Agreement
(collectively, the "Approved Offering Documents"). The Trusts shall also furnish
ICC upon request with: (a) unaudited semiannual statements of the Trust's books
and accounts prepared by the Trust, and (b) from time to time such additional
information regarding the Trust's financial or regulatory condition as ICC may
reasonably request.
1.5 Each Trust represents to ICC that all registration statements filed by the
Trust with the Commission under the 1940 Act with respect to Trust Interests
have been prepared in conformity with the requirements of such statute and the
rules and regulations of the Commission thereunder. As used in this Agreement
the term "registration statement" shall mean any registration statement filed
with the Commission, as modified by any amendments thereto that at any time
shall have been filed with the Commission by or on behalf of a Trust. Each Trust
represents and warrants to ICC that any registration statement will contain all
statements required to be stated therein in conformity with both such statute
and the rules and regulations of the Commission; that all statements of fact
contained in any registration statement will be true and correct in all material
respects at the time of filing of such registration statement or amendment
thereto; and that no registration statement will include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading to a purchaser of
Trust Interests. The Trusts may but shall not be obligated to propose from time
to time such amendment to any registration statement as in the light of future
developments may, in the opinion of the Trust's counsel, be necessary or
advisable. If a Trust shall not propose such amendment and/or supplement within
fifteen days after receipt by the Trust of a written request from ICC to do so,
ICC may, at its option, terminate this Agreement. The Trusts shall not file any
amendment to any registration statement without giving ICC reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit a Trust's right to file at any time such amendment to any
registration statement as the
53
<PAGE>
Trust may deem advisable, such right being in all respects absolute and
unconditional.
1.6 Each Trust severally agrees to indemnify, defend and hold ICC, its several
officers and directors, and any person who controls ICC within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
(the "1934 Act") (for purposes of this paragraph 1.6, collectively, the "Covered
Persons") free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which any Covered Person may incur under the 1933 Act, the 1934 Act,
the laws or regulations of any U.S. or foreign governmental authority, common
law, or otherwise, but only to the extent that such liability or expense
incurred by a Covered Person resulting from such claims or demands shall arise
out of or be based on (i) any untrue statement of a material fact contained in
Approved Offering Documents or other offering material from time to time
furnished by or on behalf of the Trust ("Offering Material") or (ii) any
omission to state a material fact required to be stated in any Offering Material
or necessary to make the statements in any Offering Material not misleading;
provided, however, that each Trust's agreement to indemnify Covered Persons
shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of any financial and other statements as are furnished in writing to
the Trust by ICC in its capacity as Exclusive Placement Agent for use in the
answers to any items of any registration statement or in any statements made in
any Offering Material, or arising out of or based on any omission or alleged
omission to state a material fact in connection with the giving of such
information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that each Trust's agreement to
indemnify ICC and each Trust's representation and warranties hereinbefore set
forth in paragraph 1.5 shall not be deemed to cover any liability to the Trust
or its investors to which a Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of a Covered Person's reckless disregard of its obligations
and duties under this Agreement. A Trust shall be notified of any action brought
against a Covered Person, such notification to be given by letter or by telegram
addressed to the Trust, Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779, Attention: Secretary, with a copy to Burton M.
Leibert, Esq., Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
<PAGE>
Street, New York, NY 10022, promptly after the summons or other first legal
process shall have been duly and completely served upon such Covered Person. The
failure to so notify a Trust of any such action shall not relieve the Trust (i)
from any liability except to the extent the Trust shall have been prejudiced by
such failure, or (ii) from any liability that the Trust may have to the Covered
Person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, otherwise than on
account of the Trust's indemnity agreement contained in this paragraph. Each
Trust will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but in such case such defense shall be
conducted by counsel of good standing chosen by the Trust and approved by ICC,
which approval shall not be unreasonably withheld. In the event a Trust elects
to assume the defense in any such suit and retain counsel of good standing
approved by ICC, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them; but in case a
Trust does not elect to assume the defense of any such suit, or in case ICC
reasonably does not approve of counsel chosen by the Trust, the Trust will
reimburse the Covered Person named as defendant in such suit, for the fees and
expenses of any counsel retained by ICC or the Covered Persons. Each Trust's
indemnification agreement contained in this paragraph and each Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Covered Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will inure exclusively to Covered Persons and their
successors. Each Trust agrees to notify ICC promptly of the commencement of any
litigation or proceedings against the Trust or any of its officers or Trustees
in connection with the issue and sale of any Trust Interests.
1.7 ICC agrees to indemnify, defend and hold each Trust, its several officers
and trustees, and any person who controls a Trust within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act (for purposes of this paragraph
1.7, collectively, the "Covered Persons") free and harmless from and against any
and all claims, demands, liabilities and expenses (including the costs of
investigating or defending such claims, demands, liabilities and any counsel
fees incurred in connection therewith) that Covered Persons may incur under the
1933 Act, the 1934 Act, common law, or otherwise, but only to the extent that
such liability or expense incurred by a Covered Person resulting from such
claims or demands shall arise out of or be
<PAGE>
based on (i) any untrue statement or a material fact contained in information
furnished in writing by ICC in its capacity as Exclusive Placement Agent to the
Trusts for use in the answers to any of the items of any registration statement
or in any statements in any other Offering Material, or (ii) any omission to
state a material fact in connection with such information furnished in writing
by ICC to a Trust required to be stated in such answers or necessary to make
such information not misleading. ICC shall be notified of any action brought
against a Covered Person, such notification to be given by letter or telegram
addressed to ICC at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
PA 15222-3779, Attention: Secretary, promptly after the summons or other first
legal process shall have been duly and completely served upon such Covered
Person. The failure to so notify ICC of any such action shall not relieve ICC
(i) from any liability except to the extent a Trust shall have been prejudiced
by such failure, or (ii) from any liability that ICC may have to the Covered
Person against whom such action is brought by reason of any such untrue or
alleged untrue statement, or omission or alleged omission, otherwise than on
account of ICC's indemnity agreement contained in this paragraph. ICC will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but in such case such defense shall be conducted by counsel
of good standing chosen by ICC and approved by the Trust, which approval shall
not be unreasonably withheld. In the event that ICC elects to assume the defense
in any such suit and retain counsel of good standing approved by a Trust, the
defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case ICC does not elect to
assume the defense of any such suit, or in case a Trust reasonably does not
approve of counsel chosen by ICC, ICC will reimburse the Covered Person named as
defendant in such suit, for the fees and expenses of any counsel retained by the
Trust or the Covered Persons. ICC's indemnification agreement contained in this
paragraph and ICC's representations and warranties in this Agreement shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of Covered Persons, and shall survive the delivery of any
Trust Interests. This agreement of indemnity will inure exclusively to Covered
Persons and their successors. ICC agrees to notify each Trust promptly of the
commencement of any litigation or proceedings against ICC or any of its officers
or directors in connection with the issue and sale of any Trust Interests.
<PAGE>
1.8 No Trust Interests shall be offered by either ICC or the Trusts under any of
the provisions of this Agreement and no orders for the purchase or sale of Trust
Interests hereunder shall be accepted by the Trusts if and so long as the
effectiveness of the registration statement or any necessary amendments thereto
shall be suspended under any of the provisions of the 1940 Act; provided,
however, that nothing contained in this paragraph shall in any way restrict or
have an application to or bearing on a Trust's obligation to redeem Trust
Interests from any investor in accordance with the provisions of the Trust's
registration statement or Declaration of Trust, as amended from time to time.
Each Trust shall notify ICC promptly of the suspension of its registration
statement or any necessary amendments thereto, such notification to be given by
letter or telecopy addressed to ICC at Federated Investors Tower. 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779, Attention: Secretary.
1.9 Each Trust agree to advise ICC as soon as reasonably practical by a notice
in writing delivered to ICC or its counsel:
(a) of any request by the Commission for amendments to the registration
statement men m effect or for additional information;
(b) in the event of the issuance by the Commission of any stop order suspending
the effectiveness of the registration statement then in effect or the initiation
by service of process on a Trust of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statements of a material
fact made in the registration statement then in effect or that requires the
making of a change in such registration statement in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to any
registration statement that may from time to time be filed with the Commission.
For purposes of this paragraph 1.9, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission.
1.10 ICC agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Trusts all
<PAGE>
records and other information not otherwise publicly available relative to the
Trusts and their respective prior, present or potential investors and not to use
such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by a Trust, which approval shall not be unreasonably
withheld and may not be withheld where ICC may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by a Trust.
1.11 In addition to ICC's duties as Exclusive Placement Agent, the Trusts
understand that ICC may, in its discretion, perform additional functions in
connection with transactions in Trust Interests.
The processing of Trust Interest transactions may include, but is not limited
to, compilation of all transactions from ICC's various offices; creation ora
transaction tape and timely delivery of it to the Trusts' transfer agent for
processing; reconciliation of all transactions delivered to the Trusts' transfer
agent; and the recording and reporting of these transactions executed by the
Trusts' transfer agent in customer statements; rendering of periodic customer
statements; and the reporting of IRS Form 1099 information at year end if
required.
ICC may also provide other investor services, such as communicating with Trust
investors and other functions in administering customer accounts for Trust
investors.
ICC understands that these services may result in cost savings to the Trusts or
to the Trusts' investment manager and neither the Trusts nor the Trusts'
investment manager will compensate ICC for all or a portion of the costs
incurred in performing functions in connection with transactions in Trust
Interests. Nothing herein is intended, nor shall be construed, as requiring ICC
to perform any of the foregoing functions.
1.12 Except as set forth in paragraph 1.6 of this Agreement, the Trusts shall
not be liable to ICC or any Covered Persons as defined in paragraph 1.6 for any
error of judgment or mistake of law or for any loss suffered by ICC in
connection with the matters to which this Agreement relates, except a loss
resulting from the willful misfeasance, bad faith or gross negligence on the
part of a Trust in the performance of its duties or from reckless disregard by a
Trust of its obligations and duties under this Agreement.
<PAGE>
1.13 Except as set forth in paragraph 1.7 of this Agreement, ICC shall not be
liable to any Trust or any Covered Persons as defined in paragraph 1.7 for any
error of judgment or mistake of law or for any loss suffered by a Trust in
connection with the matters to which this Agreement relates, except a loss
resulting from the willful misfeasance, bad faith or gross negligence on the
part of ICC in the performance of its duties or from reckless disregard by ICC
of its obligations and duties under this Agreement.
2. Term.
-----
This Agreement shall become effective on the date first written above and,
unless sooner terminated as provided herein, shall continue until one year from
the date first written above, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually with respect to each Trust by (i) each Trust's Board of Trustees
or (ii) by a vote of a majority (as defined in the 1940 Act) of each Trust's
outstanding voting securities, provided that in either event the continuance is
also approved by the majority of the Trust's Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, on not less than 60 days' notice, by the Board, by a
vote of a majority (as defined in the 1940 Act) of a Trust's outstanding voting
securities, or by ICC. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules thereunder).
3. Representations and Warranties.
-------------------------------
ICC and each Trust each hereby represents and warrants to the other that it has
all requisite authority to enter into, execute, deliver and perform its
obligations under this Agreement and that, with respect to it, this Agreement is
legal, valid and binding, and enforceable in accordance with its terms.
4. Activities of ICC.
------------------
Except to the extent necessary to perform ICC's obligations hereunder, nothing
herein shall be deemed to limit or restrict ICC's right, or the right of any of
ICC's officers, directors or employees who may also be a trustee, officer or
employee of the
<PAGE>
Trusts, or persons otherwise affiliated persons of the Trusts to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual or
association.
5. Concerning Applicable Provisions of Law, etc.
---------------------------------------------
This Agreement shall be subject to all applicable provisions of law, including
the applicable provisions of the 1940 Act and to the extent that any provisions
herein contained conflict with any such applicable provisions of law, the latter
shall control.
The laws of the State of New York shall, except to the extent that any
applicable provisions of Federal law shall be controlling, govern the
construction, validity and effect of this Agreement, without reference to
principles of conflicts of law.
The undersigned officer of each Trust has executed this Agreement not
individually, but as President under each Trust's Declaration of Trust, as
amended. Pursuant to the Declaration of Trust, the obligations of this Agreement
are not binding upon any of the Trustees or investors of the Trust individually,
but bind only the trust estate.
If the correct set forth herein is acceptable to you, please so indicate by
executing the enclosed copy of this Agreement and returning the same to the
undersigned, whereupon this Agreement shall constitute a binding contract
between the parties hereto effective at the closing of business on the date
hereof.
6. Miscellaneous.
--------------
(a) 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.
(b) If any part, term or provision of this Agreement is held 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.
<PAGE>
(c) This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
(d) Section headings in this Agreement are included for convenience only and are
not to be used to construe or interpret this Agreement.
(e) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
(f) The terms "vote of a majority of the outstanding voting interests,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act to the terms "vote of a majority of the
outstanding voting securities," "interested person," "affiliated person" and
"assignment," respectively.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
Very truly yours,
By: /s/Jay S. Neuman
Jay S. Neuman
Secretary, on behalf of the
Trusts listed on Exhibit A hereto
Accepted:
ICC Distributors, Inc.
By: /s/David I. Goldstein
David I. Goldstein
Secretary
<PAGE>
EXHIBIT A TO EXCLUSIVE PLACEMENT AGENT AGREEMENT
AS LAST AMENDED: DECEMBER 9, 1998
Pursuant to the Exclusive Placement Agreement, ICC shall be Exclusive Placement
Agent with respect to the following Trust, effective as of the date indicted
below:
Name of Trust Date
BT Investment Portfolios August 11, 1998
Liquid Assets Portfolio August 11, 1998
Asset Management Portfolio II August 11, 1998
Asset Management Portfolio III August 11, 1998
Global High Yield Securities Portfolio August 11, 1998
Latin American Equity Portfolio August 11, 1998
Small Cap Portfolio August 11, 1998
Pacific Basin Equity Portfolio August 11, 1998
U.S. Bond Index Portfolio August 11, 1998
Small Cap Index Portfolio August 11, 1998
EAFE(R)Equity Index Portfolio August 11, 1998
BT PreservationPlus Portfolio August 11, 1998
Global Emerging Markets Equity Portfolio August 11, 1998
International Small Company
Equity Portfolio August 11, 1998
BT PreservationPlus Income Portfolio August 11, 1998
BT Global Equity Portfolio December 9, 1998
BT European Equity Portfolio December 9, 1998
Cash Management Portfolio August 11, 1998
Treasury Money Portfolio August 11, 1998
Tax Free Money Portfolio August 11, 1998
NY Tax Free Money Portfolio August 11, 1998
International Equity Portfolio August 11, 1998
Equity 500 Index Portfolio August 11, 1998
Asset Management Portfolio August 11, 1998
Capital Appreciation Portfolio August 11, 1998
Intermediate Tax Free Portfolio August 11, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains Summary Financial Information extracted from the Tax Free
Money Portfolio Annual Report dated December 31, 1998, and is qualified in its
entirety by reference to such Annual Report.
</LEGEND>
<CIK> 0000862066
<NAME> TAX FREE MONEY PORTFOLIO
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 206,890,609
<INVESTMENTS-AT-VALUE> 206,890,609
<RECEIVABLES> 1,248,307
<ASSETS-OTHER> 111,346
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 208,250,262
<PAYABLE-FOR-SECURITIES> 6,599,401
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49,617
<TOTAL-LIABILITIES> 6,649,018
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 201,601,244
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,973
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 201,601,244
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,767,351
<OTHER-INCOME> 0
<EXPENSES-NET> 334,050
<NET-INVESTMENT-INCOME> 5,433,301
<REALIZED-GAINS-CURRENT> 2,973
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,436,274
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,183,260,739
<NUMBER-OF-SHARES-REDEEMED> (1,137,974,531)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 50,722,482
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 250,537
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 394,595
<AVERAGE-NET-ASSETS> 166,849,849
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
