EXHIBIT 8(A)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of December __, 1999 by and between
MERCURY LARGE CAP SERIES 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:
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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.
(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 (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 "Fund Distributor" means 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.
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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 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 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 Corporation, 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;
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(IX) Furnishing such confirmations of transactions
relating to their Shares as required by applicable law;
(X) 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;
(XI) Acting as agent for the Corporation with respect
to mailing annual, semi-annual and quarterly 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
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;
(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
(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.
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(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.
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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.
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(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.
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(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.
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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.
MERCURY LARGE CAP SERIES FUNDS, INC.
By: _________________________________
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By: _________________________________
Name: Xxxxxxx X. Xxxxx
Title: President
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Exhibit "A"
Individual Series of Mercury Large Cap Series Funds, Inc.:
Mercury Large Cap Growth Fund
Mercury Large Cap Value Fund
Mercury Large Cap Core Fund
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Schedule of Fees
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Mercury Fund Pricing Schedule
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Distribution Channel Closed Base Transaction
Class I & A Class B & C Account Fee Fee
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MLPF&S $11.00 $14.00 $0.20/month N/A N/A
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FDS $20.00 $23.00 $0.20/month 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" and "Mid" market employee
benefit accounts $11.00 $14.00 N/A N/A $1.00
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"Small" market Account size** X/X X/X X/X X/X X/X
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employee benefit +$1,000 $ 7.00 N/A
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accounts $1,000+$2,500 $11.00 N/A
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++$2,500 $11.00 $1.00
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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 1: The above schedule is exclusive of out of pocket costs
Note 2: All charges are on an annual position basis
+ = Less Than
++ = More Than
Schedule of Fees (continued)
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Out of Pocket Costs
. Postage . Handling costs (ADP or other similar vendor)
. Envelopes/stationary . Fed wire charges (excluding wires to/from Fund
. Record storage and retrieval custody accounts)
. Telephone (local and long distance) . Forms
. Pre-authorized checks . Any other costs as agreed in writing by the parties
. Returned check fees/charges and other similar fees/charges
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