Exhibit 8(c)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of , by and between
MERCURY MID CAP GROWTH 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 ss.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 "Fund Distributor" means Xxxxxxx
Xxxxx Funds Distributor, a division of Princeton Funds Distributor, Inc., a
Delaware corporation;
(V) The term "Broker-Dealer" means a registered
broker-dealer that sells shares of the Fund pursuant to a selected dealer's
agreement with the Fund;
(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 relevant 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 or series.
2
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 a Broker-Dealer
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 a
Broker-Dealer, maintaining such records as may permit the imposition of such
contingent deferred sales charges as may be described in the 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 the Fund Distributor, to a
Broker-Dealer such deducted contingent deferred sales charges imposed upon all
Shares maintained in the name of that Broker-Dealer, or maintained in the name
of an account identified as a customer account of that Broker-Dealer. Sales
charges imposed upon any other Shares shall be paid by FDS to the Fund
Distributor;
(VI) Exchanging the investment of a Shareholder
into, or from, the shares of other open-end investment companies or other series
portfolios of the Fund, 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;
3
(IX) Furnishing such confirmations of transactions
relating to their Shares as required by applicable law;
(X) Acting as agent for the Fund 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,
as well as furnishing such information to each Broker-Dealer to enable the
Broker-Dealer to provide such information to its customers;
(XI) Acting as agent for the Fund with respect to
mailing annual and semi-annual reports prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue to each Shareholder as required by
applicable law as well as causing such materials to be mailed to each
Broker-Dealer to enable the Broker-Dealer to deliver such materials to its
customers;
(XII) Furnishing such periodic statements of
transactions effected by FDS, reconciliations, balances and summaries as the
Fund may reasonably request;
(XIII) 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 on a daily basis in multiple separate
locations a sufficient distance apart to ensure preservation of at least one
copy of such information;
(XIV) 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
4
(XV) Reinvesting dividends for full and fractional
Shares and disbursing cash dividends, as applicable, pursuant to instructions
received from the Shareholder at the time an Account is established.
(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 certificates, 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' 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 in any particular class
of cases) as may from time to time be agreed in a writing signed by both
parties.
4. Compensation.
(a) The Fund agrees to pay FDS the fees and charges, as well
as FDS' out of pocket costs, for services described in this Agreement as set
forth in the Schedule of Fees attached hereto.
5
5. Right of Inspection.
(a) 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.
(a) 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.
(a) 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.
6
(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 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 thereafter 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.
7
(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, 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.
(a) 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.
(a) This Agreement shall be governed by the laws of the State
of New York.
8
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.
MERCURY MID CAP GROWTH FUND, INC.
By: _________________________________
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By: _________________________________
Name: Xxxxxxx X. Xxxxx
Title: President
9
