EXHIBIT 23(h)(3)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND SHAREHOLDER
SERVICING AGENCY AGREEMENT (this "Agreement"), made as of July 1, 2002, by and
between MLIG Variable Insurance Trust (the "Trust"), on behalf of its series
(each, a "Portfolio"; together, the "Portfolios"), and Financial Data Services,
Inc. ("FDS"), a Florida corporation.
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in separate
series, with each such series representing interests in a separate investment
portfolio; and
WHEREAS, the Trust intends to initially offer shares in
twenty-one series, as listed in Exhibit A;
WHEREAS, the Trust, on behalf of the Portfolios, wishes to
appoint FDS to be the Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent upon, and subject to, the terms and provisions of this
Agreement, and FDS wishes to accept such appointment upon, and subject to, the
terms and provisions herein;
NOW THEREFORE, in consideration of mutual covenants contained in
this Agreement, the Trust and FDS agree as follows:
1. APPOINTMENT OF FDS AS TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND
SHAREHOLDER SERVICING AGENT.
a. The Trust hereby appoints FDS to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Trust 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 Trust, 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.
(III) The term "Fund Distributor" means FAM Distributors, Inc.,
a Delaware corporation;
(IV) The term "Officer's Instruction" means an instruction in
writing given on behalf of the Trust to FDS, and signed on behalf of the Trust
by the President, any Vice President, the Secretary or the Treasurer of the
Trust;
(V) The term "Prospectus" means the Prospectus and the Statement
of Additional Information of the Trust as from time to time in effect;
(VI) The term "Shares" means shares of beneficial interest of
the Trust, irrespective of class or series;
(VII) The term "Shareholder" means the holder of record of
Shares;
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 Trust:
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the Trust Shareholders upon the terms
and subject to the conditions contained in the Prospectus;
(IV) Exchanging the investment of a Shareholder into, or from
the shares of other open-end investment companies or other series portfolios of
the Trust if and to the extent permitted by the Prospectus at the direction of
such Shareholder;
(V) Processing redemptions;
(VI) Examining and approving legal transfers;
(VII) Furnishing such confirmations of transactions relating to
Shares as required by applicable law;
(VIII) Acting as agent for the Trust with respect to furnishing
each Shareholder 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.
(IX) Acting as agent for the Trust with respect to mailing
annual and semi-annual reports prepared by or on behalf of the Trust, and
mailing new Prospectuses upon their issue to each Shareholder as required by
applicable law;
(X) Furnishing transaction confirmations, monthly statements of
transactions effected by FDS, and such reconciliations, balances and summaries
as the Trust may reasonably request;
(XI) 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 Trust 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 Trust. In addition, FDS agrees to maintain and preserve master files and
historical computer tapes on a daily basis in multiple separate locations a
sufficient distance apart to ensure preservation of at least one copy of such
information;
(XII) 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
(XIII) Reinvesting dividends for full and fractional shares.
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 Trust the results of such tabulation accompanied by
appropriate certificates, and preparing and furnishing to the Trust certified
lists of Shareholders as of such date, in such form and containing such
information as may be required by the Trust.
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 Trust such information and at such
intervals as is necessary for the Trust 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 Trust such information as may reasonably
be required to enable the Trust to reconcile the number of outstanding Shares
between FDS's records and the account books of the Trust.
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 in any particular class
of cases) as may from time to time be agreed in a writing signed by both
parties.
4. COMPENSATION.
The Trust 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.
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 Trust
to examine and make transcripts and copies (including photocopies and computer
or other electronic 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 Trust, 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 Trust by way of
an Officer's Instruction.
7. INDEMNIFICATION.
The Trust 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 Trust'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 Trust 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.
FDS shall indemnify and hold the Trust harmless from any loss,
costs, damage and reasonable expenses, including reasonable attorney's fees
(provided that such attorney is appointed with the Trust's consent, which
consent shall not be unreasonably withheld), incurred by it resulting from any
claim, demand, action, or suit by any person in connection with any action taken
or omitted to be taken by FDS as a result of FDS's refusal or failure to comply
with the terms of this Agreement, its bad faith, negligence, or willful
misconduct.
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 it shall at all times
maintain such dedicated personnel, facilities, equipment, software, resources,
and capabilities. 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 Trust 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 Trust. FDS agrees that, in determining whether it has exercised due care 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 Trust of
any revocation of such authority or permission or of the commencement of any
proceeding or other action which may lead to such revocation.
c. FDS represents and warrants that it is a corporation duly organized
and existing and in good standing under the laws of the State of Florida;
d. FDS represents and warrants that it is duly empowered under
applicable laws and by its Charter and By-Laws to enter into and perform this
Agreement, and that all requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
9. TERMINATION.
a. This Agreement shall become effective as of the date first above
written and shall remain in force for two years thereafter and shall thereafter
continue from year to year. This Agreement may be terminated by the Trust or FDS
(without penalty to the Trust 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 Trust 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 Trust reasonably believes
will lead to such revocation has been commenced.
b. Upon termination of this Agreement, FDS shall deliver 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, Dividend Disbursing Agent and
Shareholder Servicing Agent for the Trust 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
Trust assumes all responsibility for failure thereafter to produce any paper,
record or documents so delivered and identified in the locator document, if and
when required to be produced.
10. ADDITIONAL PORTFOLIOS.
In the event that the Trust establishes one or more series in
addition to those listed in Exhibit A, and wishes FDS to act as transfer agent,
dividend disbursing agent, and shareholder servicing agent for such portfolios
under this Agreement, the Trust shall so notify FDS and such series shall become
Portfolios hereunder.
11. 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.
12. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of
[New York.]
13. AGREEMENT BINDING ONLY ON TRUST PROPERTY.
FDS understands that the obligations of this Agreement are not
binding upon any Trustee or Shareholder of the Trust personally, but bind only
the Trust's property. FDS represents that it has notice of the provisions of the
Trust's Declaration of Trust disclaiming Trustee and Shareholder liability for
acts or obligations of the Trust.
14. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
15. COUNTERPARTS.
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.
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.
MLIG Variable Insurance Trust
By:
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Financial Data Services, Inc.
By:
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Xxxxxx Xxxxxxxxxxx
Vice President
EXHIBIT "A"
INDIVIDUAL SERIES OF MLIG VARIABLE INSURANCE TRUST
- Roszel Lord Xxxxxx Large Cap Value Portfolio
- Xxxxxx Xxxxx Large Cap Value Portfolio
- Xxxxxx MLIM Relative Value Portfolio
- Xxxxxx Sound Large Cap Core Portfolio
- Xxxxxx INVESCO-NAM Large Cap Core Portfolio
- Xxxxxx Xxxxxxxx-Xxxxxxxxx Large Cap Growth Portfolio
- Xxxxxx Xxxxxxxxxxx Large Cap Growth Portfolio
- Xxxxxx Seneca Large Cap Growth Portfolio
- Xxxxxx Xxxxxxxxxx Mid Cap Value Portfolio
- Roszel Lord Xxxxxx Mid Cap Value Portfolio
- Xxxxxx Seneca Mid Cap Growth Portfolio
- Xxxxxx Xxxxxxxx Mid Cap Growth Portfolio
- Xxxxxx NWQ Small Cap Value Portfolio
- Xxxxxx PIMCO Small Cap Value Portfolio
- Xxxxxx Xxxxxxxxx Xxxxxx Small Cap Growth Portfolio
- Xxxxxx XX Xxxxxx Small Cap Growth Portfolio
- Xxxxxx Xxxxxx International Portfolio
- Xxxxxx Credit Suisse International Portfolio
- Roszel Lord Xxxxxx Fixed Income Portfolio
- Xxxxxx MLIM Fixed Income Portfolio
- Roszel Lord Xxxxxx Bond Debenture Portfolio
SCHEDULE OF FEES
TRANSFER AGENCY AND RECORD-KEEPING FEES:
The Trust shall pay monthly the following transfer agency and record-keeping
fees to FDS, unless otherwise noted:
5 bp (.05%) of the average daily
Portfolio value of the net assets of each
Level Series or a minimum of
$10,000 annually per Portfolio.
OUT-OF-POCKET EXPENSES:
The Trust shall reimburse all out-of-pocket costs incurred by FDS in the
performance of this Agreement, including but not limited to:
- Proxies, proxy solicitation and tabulation costs;
- All forms and statements used by FDS in communicating with shareholders
of the Trust or specially prepared for use in connection with its
services hereunder;
- Postage;
- Special mail processing expenses (including, but not limited to, postal
presort, householding, exception extract, and duplicate elimination);
- Envelopes, stationery, forms, blank checks, stock certificates and
supplies;
- Record storage and retrieval;
- Telephone (local and long distance);
- Pre-authorized checks;
- Returned check fees/charges and other similar fees/charges;
- Handling costs or similar supplemental charges imposed by any
third-party vendor delivering goods and services related to the
Agreement;
- Fed wire charges, excluding wires to/from Trust custody accounts; and
- Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
EXTRAORDINARY EXPENSES:
The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a merger or
liquidation. Fees and expense
reimbursements in connection with extraordinary services will be mutually agreed
by the parties prior to the performance of such services.
