Exhibit 8(b)
FORM OF
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of ________________ by and between MERCURY INDEX
FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf of itself and
each of its series listed on Exhibit "A" (each, a "Fund"), and FINANCIAL DATA
SERVICES, INC., a Florida corporation ("FDS").
WITNESSETH:
WHEREAS, the Corporation wishes to appoint FDS to be the Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent for the Funds 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 Corporation and FDS agree as follows:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
(a) The Corporation hereby appoints FDS to act as Transfer Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent for the Funds upon,
and subject to, the terns and provisions of this Agreement.
(b) FDS hereby accepts the appointment as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Funds, 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 "MFD" means Mercury 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 Funds pursuant to a selected dealers agreement with the
Corporation;
(VI) The term "Officer's Instruction" means an instruction in writing
given on behalf of a Fund to FDS, and signed on behalf of the Fund by the
President, any Vice President, the Secretary or the Treasurer of the
Corporation;
(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 Corporation
irrespective of class or series.
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 Funds:
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the Funds' 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) Exchanging the investment of a Shareholder into, or from, the
shares of other open-end investment companies or other series portfolios of the
Corporation, if any, 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 their
Shares as required by applicable law;
(VIII) Acting as agent for the Corporation 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;
(IX) Acting as agent for the Corporation 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;
(X) Furnishing such periodic statements of transactions effected by
FDS, reconciliations, balances and summaries as the Fund 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 Corporation 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 Corporation. 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 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 Corporation the results of such tabulation accompanied
by appropriate certificates, and preparing and furnishing to the Corporation
certified lists of Shareholders as of such date, in such form and containing
such information as may be required by the Corporation.
(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 Corporation such information and at such
intervals as is necessary for the Funds 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 Corporation such information as may
reasonably be required to enable the Funds to reconcile the number of
outstanding Shares between FDS' records and the account books of the
Corporation.
(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 Corporation 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. 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 Corporation
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 Corporation, 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 Corporation by
way of an Officer's Instruction.
7. Indemnification.
(a) The Corporation 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 Corporation'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 Corporation 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 Corporation 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 Corporation. 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. Corporation
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
Corporation or FDS without penalty to the Corporation 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 Corporation 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
Corporation 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, Disbursing Agent
and Shareholder Servicing Agent for the Corporation 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 Corporation 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.
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 INDEX FUNDS, INC.
By:
---------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
EXHIBIT "A"
Individual Series of MERCURY INDEX FUNDS, INC.
. Mercury S&P 500 Index Fund
. Mercury Small Cap Index Fund
. Mercury Aggregate Bond Index Fund
. Mercury International Index Fund
Schedule of Fees
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Mercury Fund Pricing Schedule
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Distribution Channel Class I & A Class B & C Closed Account Base Fee Transaction Fee
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MLPF&S $11 $14 $0.20/mo N/A N/A
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FDS $20 $23 $0.20/mo N/A N/A
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MFA ERISA* 0.10% 0.10% N/A N/A N/A
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"Large" & "Mid" Market $11 $14 N/A N/A $1
employee benefit accounts
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"Small" Market Account size** X/X X/X X/X X/X X/X
employee benefit ------------------------ --------------------------------
accounts less than $1,000 $7 N/A
------------------------ --------------------------------
$1,000 less than $2,500 $11 N/A
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greater than $2,500 $11 $1
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*ERISA accounts held in the MFA (Mutual Fund Advisor) program or any other
program requiring equalization under ERISA.
**As of the last business day of each month
Note: The above schedule is exclusive of out-of-pocket costs. All charges are
on an annual position basis.
The Corporation shall pay the following out-of-pocket costs incurred by FDS:
. 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 or other similar vendor)
. Fed wire charges (excluding wires to/from Fund custody accounts)
. Forms
. Any other costs as agreed to in writing by the parties
