1
EXHIBIT 8(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of ________by and between MERCURY ASSET
MANAGEMENT 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 terms and provisions of this Agreement.
-1-
2
(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, or, if the shares are held in an account in the name of a
Broker-Dealer, as defined below, for benefit of an identified customer, 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 plan (by whatever name
referred to in the Prospectus) in conjunction with Section 401 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 the Funds to FDS, and signed on behalf
of the Funds by the President, any Vice President, the Secretary or the
Treasurer of the Corporation;
-2-
3
(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) Acting as agent of the Funds and/or a
Broker-Dealer, maintaining such records as may permit the imposition of such
contingent deferred sales charges as may be
-3-
4
described in the Prospectus, including such reports as may be reasonably
requested by the Corporation 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 MFD, 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 MFD;
(VI) Exchanging the investment of an investor
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 investor.
(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 Funds;
(X) Furnishing such confirmations of
transactions relating to their Shares as required by applicable law;
(XI) Acting as agent for the Corporation and/or
a Broker-Dealer, furnishing 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;
-4-
5
(XII) Acting as agent for the Corporation and/or
a Broker-Dealer, mailing annual, semi-annual and quarterly reports prepared by
or on behalf of the Funds, 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
Funds 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
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;
(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.
(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
-5-
6
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's 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 contained in an Officer's
Instruction.
4. COMPENSATION.
The charges for services described in this Agreement, including
"out-of-pocket" expenses, will be set forth in the Schedule of Fees attached
hereto.
-6-
7
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
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.
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.
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
-7-
8
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 may be reasonably determined by the Corporation to be
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.
-8-
9
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 unissued and canceled 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 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.
-9-
10
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.
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 ASSET MANAGEMENT FUNDS, INC.
By:
---------------------------------------------
Title:
FINANCIAL DATA SERVICES, INC.
By:
---------------------------------------------
Title:
-10-
11
MERCURY FUND PRICING SCHEDULE
DISTRIBUTION CHANNEL CDSC CDSC CLOSED
CLASS I & A CLASS B & C ACCOUNT
MLPF&S $11.00 $14.00 $0.20 per
month
FDS $20.00 $23.00 $0.20 per
month
MFA ERISA 0.10% 0.10% N/A
Defined Contribution Administrators - GES
(plus $1 per ticket) $11.00 $14.00 N/A
Note 1: Excludes out of pocket costs which are also charged to the funds.
Note 2: All charges are annual position basis.
-11-
12
Exhibit A
Individual Series of MERCURY ASSET MANAGEMENT FUNDS, INC.
MERCURY CORE U.S. GROWTH FUND
MERCURY EMERGING ECONOMIES FUND
MERCURY GOLD AND MINING FUND
MERCURY JAPAN CAPITAL FUND
MERCURY INTERNATIONAL FUND
MERCURY PAN-EUROPEAN GROWTH FUND
-12-
