Exhibit (8)(a)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY, AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of , 1999 by and
between XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC., a Maryland
corporation (the "Fund") and FINANCIAL DATA SERVICES. INC., a Florida
corporation ("FDS").
WITNESSETH:
WHEREAS, the Fund wishes to appoint FDS to be the Transfer Agent, Dividend
Disbursing Agent, and Shareholder Servicing Agent for the Fund upon, and subject
to, the terms and provisions of this Agreement, and FDS is desirous of accepting
such appointment upon, and subject to, such terms and provisions;
NOW, THEREFORE, in consideration of mutual covenants contained in this
Agreement, the Fund and FDS agree as follows:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent.
a. The Fund hereby appoints FDS to act as Transfer Agent, Dividend
Disbursing Agent, and Shareholder Servicing Agent for the Fund upon, and subject
to, the terms and provisions of this Agreement.
b. FDS hereby accepts the appointment as Transfer Agent, Dividend
Disbursing Agent, and Shareholder Servicing Agent for the Fund, and agrees to
act as such upon, and subject to, the terms and provisions of this Agreement.
2. Definitions.
a. In this Agreement:
(I) The term "Act" means the Investment Company Act of 1940 as amended
from time to time and any rule or regulation thereunder;
(II) The term "Account" means any account of a Shareholder, as defined
below, or, if the shares are held in an account in the name of a Broker-Dealer,
as defined below, for the benefit of an identified person, such account,
including a Plan Account, any account under a plan (by whatever name referred to
in the Prospectus) pursuant to the Self-Employed Individuals Retirement Act of
1962 ("Xxxxx Act Plan") and any account under a plan (by whatever name referred
to in the Prospectus) pursuant to (S)401(k) of the Internal Revenue Code
("Corporation Master Plan");
(III) The term "application" means an application made by a shareholder
or prospective shareholder respecting the opening of an Account;
(IV) The term "MLFD" means Xxxxxxx Xxxxx Funds Distributor, a division
of Princeton Funds Distributor, Inc., a Delaware corporation;
(V) The term "MLPF&S" means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, a Delaware corporation;
(VI) The term "Officer's Instruction" means an instruction in writing
given on behalf of the Fund to FDS, and signed on behalf of the Fund by the
President, any Vice President, the Secretary, or the Treasurer of the Fund;
(VII) The term "Plan Account" means an account opened by a Shareholder
or prospective Shareholder in respect to an open account, monthly payment or
withdrawal plan (in each case by whatever name referred to in the Prospectus),
and may also include an account relating to any other plan if and when provision
is made for such plan in the Prospectus;
(VIII) The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the Fund as from time to time in effect;
(IX) The term "Shareholder" means a holder of record of Shares;
(X) The term "Shares" means shares of stock of the Fund irrespective of
class.
3. Duties of FDS as Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent.
a. Subject to the succeeding provisions of the Agreement, FDS hereby
agrees to perform the following functions as Transfer Agent, Dividend Disbursing
Agent, and Shareholder Servicing Agent for the Fund;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing, and closing Accounts;
(III) Acting as agent for the Fund's Shareholders and/or customers of
MLPF&S in connection with Plan Accounts, upon the terms and subject to the
conditions contained in the Prospectus and application relating to the specific
Plan Account;
(IV) Acting as agent of the Fund and/or MLPF&S, maintaining such records
as may permit the imposition of such contingent deferred sales charges as may be
described in the
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Prospectus, including such reports as may be reasonably requested by the Fund
with respect to such Shares as may be subject to a contingent deferred sales
charge;
(V) Upon the redemption of Shares subject to such a contingent deferred
sales charge, calculating and deducting from the redemption proceeds thereof the
amount of such charge in the manner set forth in the Prospectus. FDS shall pay,
on behalf of MLFD, to MLPF&S such deducted contingent deferred sales charges
imposed upon all Shares maintained in the name of MLPF&S, or maintained in the
name of an account identified as a customer account of MLPF&S. Sales charges
imposed upon any other Shares shall be paid by FDS to MLFD.
(VI) Exchanging the investment of a Shareholder into, or from, the
shares of other open-end investment companies, if any, if and to the extent
permitted by the Prospectus, at the direction of such Shareholder;
(VII) Processing redemptions;
(VIII) Examining and approving legal transfers;
(IX) Replacing lost, stolen or destroyed certificates representing
Shares, in accordance with, and subject to, procedures and conditions adopted by
the Fund;
(X) Furnishing such confirmations of transactions relating to their
Shares as required by applicable law;
(XI) Acting as agent for the Fund and/or MLPF&S, furnishing to
Shareholders such appropriate periodic statements relating to Accounts, together
with additional enclosures, including appropriate income tax information and
income tax forms duly completed, as required by applicable law;
(XII) Acting as agent for the Fund and/or MLPF&S, mailing annual, semi-
annual, and quarterly reports prepared by or on behalf of the Fund, and mailing
new Prospectuses upon their issue to Shareholders as required by applicable law;
(XIII) Furnishing such periodic statements of transactions effected by
FDS, reconciliations, balances and summaries as the Fund may reasonably request;
(XIV) Maintaining such books and records relating to transactions
effected by FDS as are required by the Act, or by any other applicable provision
of law, rule or regulation, to be maintained by the Fund or its transfer agent
with respect to such transactions, and preserving, or causing to be preserved,
any such books and records for such periods as may be required by any such law,
rule or regulation and as may be agreed upon from time to time between FDS and
the Fund. In addition, FDS agrees to maintain and preserve master files and
historical computer tapes
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on a daily basis in multiple separate locations a sufficient distance apart to
ensure preservation of at least one copy of such information;
(XV) Withholding taxes on non-resident alien Accounts, preparing and
filing U.S. Treasury Department Form 1099 and other appropriate forms as
required by applicable law with respect to dividends and distributions; and
(XVI) Reinvesting dividends for full and fractional Shares and
disbursing cash dividends, as applicable, pursuant to instructions received
from the Shareholder.
b. FDS agrees to act as proxy agent in connection with the holding of
annual, if any, and special meetings of Shareholders, mailing such notices,
proxies and proxy statements in connection with the holding of such meetings as
may be required by applicable law, receiving and tabulating votes cast by proxy
and communicating to the Fund the results of such tabulation accompanied by
appropriate certifications, and preparing and furnishing to the Fund certified
lists of Shareholders as of such date, in such form and containing such
information as may be required by the Fund.
c. FDS agrees to deal with, and answer in a timely manner, all
correspondence and inquiries relating to the functions of FDS under this
Agreement with respect to Accounts.
d. FDS agrees to furnish to the Fund such information and at such
intervals as is necessary for the Fund to comply with the registration and/or
the reporting requirements (including applicable escheat laws) of the Securities
and Exchange Commission, Blue Sky authorities, or other governmental
authorities.
e. FDS agrees to provide to the Fund such information as may reasonably
be required to enable the Fund to reconcile the number of outstanding Shares
between FDS's records and the account books of the Fund.
f. Notwithstanding anything in the foregoing provisions of this
paragraph, FDS agrees to perform its functions thereunder subject to such
modification (whether in respect of particular cases or any particular class of
cases) as may from time to time be agreed in a writing signed by both parties.
4. Compensation.
The Fund agrees to pay FDS the fees and charges, as well as FDS's out-of
pocket-costs, for services described in this Agreement as set forth in the
Schedule of Fees attached hereto.
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5. Right of Inspection.
FDS agrees that it will, in a timely manner, make available to, and
permit, any officer, accountant, attorney or authorized agent of the Fund to
examine and make transcripts and copies (including photocopies and computer or
other electronical information storage media and print-outs) of any and all of
its books and records which relate to any transaction or function performed by
FDS under or pursuant to this Agreement.
6. Confidential Relationship.
FDS agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all
information germane thereto, as confidential and not to be disclosed to any
person (other than the Shareholder concerned, or the Fund, or as may be
disclosed in the examination of any books or records by any person lawfully
entitled to examine the same) except as may be authorized by the Fund by way of
an Officer's Instruction.
7. Indemnification.
The Fund shall indemnify and hold FDS harmless from any loss, costs,
damage and reasonable expenses, including reasonable attorney's fees (provided
that such attorney is appointed with the Fund's consent, which consent shall not
be unreasonably withheld) incurred by it resulting from any claim, demand,
action or suit in connection with the performance of its duties hereunder,
provided that this indemnification shall not apply to actions or omissions of
FDS in cases of willful misconduct, failure to act in good faith or negligence
by FDS, its officers, employees or agents, and further provided that prior to
confessing any claim against it which may be subject to this indemnification,
FDS shall give the Fund reasonable opportunity to defend against said claim in
its own name or in the name of FDS. An action taken by FDS upon any Officer's
Instruction reasonably believed by it to have been properly executed shall not
constitute willful misconduct, failure to act in good faith, or negligence under
this Agreement.
8. Regarding FDS.
a. FDS hereby agrees to hire, purchase, develop and maintain such
dedicated personnel, facilities, equipment, software, resources, and
capabilities as both parties may mutually determine to be reasonably necessary
for the satisfactory performance of the duties and responsibilities of FDS. FDS
warrants and represents that its officers and supervisory personnel charged with
carrying out its functions as Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent for the Fund possess the special skill and technical
knowledge appropriate for that purpose. FDS shall at all times exercise due care
and diligence in the performance of its functions as Transfer Agent, Dividend
Disbursing Agent, and Shareholder Servicing Agent for the Fund. FDS agrees that,
in determining whether it has exercised due care
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and diligence, its conduct shall be measured by the standard applicable to
persons possessing such special skill and technical knowledge.
b. FDS warrants and represents that it is duly authorized and permitted
to act as Transfer Agent, Dividend Disbursing Agent, and Shareholder Servicing
Agent under all applicable laws and that it will immediately notify the Fund of
any revocation of such authority or permission or of the commencement of any
proceeding or other action which may lead to such revocation.
9. Termination.
a. This Agreement shall become effective as of the date first above
written and shall remain in force for two years and shall thereafter continue
from year to year. This Agreement may be terminated by the Fund or FDS (without
penalty to the Fund or FDS) provided that the terminating party gives the other
party written notice of such termination at least sixty (60) days in advance,
except that the Fund may terminate this Agreement immediately upon written
notice to FDS if the authority or permission of FDS to act as Transfer Agent,
Dividend Disbursing Agent, and Shareholder Servicing Agent has been revoked or
if any proceeding or other action which the Fund reasonably believes will lead
to such revocation has been commenced.
b. Upon termination of this Agreement, FDS shall deliver all unissued
and cancelled stock certificates, if any, representing Shares remaining in its
possession, and all Shareholder records, books, stock ledgers, instruments and
other documents (including computerized or other electronically stored
information) made or accumulated in the performance of its duties as Transfer
Agent, Disbursing Agent, and Shareholder Servicing Agent for the Fund along with
a certified locator document clearly indicating the complete contents therein,
to such successor as may be specified in a notice of termination or Officer's
Instruction; and the Fund assumes all responsibility for failure thereafter to
produce any paper, record, or document so delivered and identified in the
locator document, if and when required to be produced.
10. Amendment.
Except to the extent that the performance by FDS or its functions under
this Agreement may from time to time be modified by an Officer's Instruction,
this Agreement may be amended or modified only by further written agreement
between the parties.
11. Governing Law.
This Agreement shall be governed by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers and their respective
corporate seals hereunto duly affixed and attested, as of the day and year above
written.
XXXXXXX XXXXX GLOBAL FINANCIAL SERVICES FUND, INC.
By:
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(signature)
Name:
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Title:
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FINANCIAL DATA SERVICES, INC.
By:
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(signature)
Name:
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Title:
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SCHEDULE OF FEES
Pursuant to Paragraph 4
of the
Transfer Agency, Dividend Disbursing
Agency, and Shareholder Servicing
Agency Agreement
between
Xxxxxxx Xxxxx Global Financial Services Fund, Inc.
and
Financial Data Services, Inc.
1 . Annualized Shareholder Servicing Fees:
For each Shareholder Account:
Class A $11.00 .
Class B 14.00
Class C 14.00
Class D 11.00
2. Out-of-Pocket Costs:
Reasonable out-of-pocket expenses incurred in connection with this
Agreement and its performance hereunder, including, but not limited to:
postage, envelopes, stationary; record storage and retrieval; telephone
(local and long distance; pre-authorized checks; returned check
fees/charges and other similar fees/charges; handling costs (ADP); fed
wire charges (excluding wires to/from the Fund's custody accounts), and
forms.
Statements of accrued account charges and incurred out-of-pocket charges in
connection with each Fund, shall be sent monthly by FDS to the Fund at its
principal place of business and thereafter shall be promptly paid by the Fund.
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