Exhibit 8(d)
AMENDED AND RESTATED
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, effective as of June 29, 2000 is entered into by and
between QUANTITATIVE MASTER SERIES TRUST, a Delaware business trust (the
"Trust"), on behalf of each of its series listed on Exhibit A attached hereto,
as such Exhibit may be amended from time to time (each, a "Series") and
FINANCIAL DATA SERVICES, INC., a Florida corporation ("FDS").
WITNESSETH:
WHEREAS, certain investment companies listed on Exhibit B attached hereto,
as such Exhibit may be amended from time to time (each a "Feeder" and
collectively, the "Feeders"), currently invest, or are anticipated to invest,
all of the assets of one or more of their respective series listed on Exhibit B
attached hereto (each a "Fund" and collectively, the "Funds"), in the
corresponding Series of the Trust; and
WHEREAS, in connection with such investments, the Trust wishes to appoint
FDS to be the Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent for each Series listed on Exhibit A attached hereto, 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, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in consideration of the mutual
covenants and agreements contained herein, 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 each Series 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 each Series, and
agrees to act as such upon, and subject to, the terms and provisions of
this Agreement.
2. Definitions. 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 an
Interestholder, or, if the Interests are held in an account in the
name of a Broker-Dealer for the benefit of an identified person,
such 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
Section 401(k) of the Internal Revenue Code;
(III) The term "application" means an application made by an
Interestholder or prospective Interestholder respecting the opening
of an Account;
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(IV) The term Broker-Dealer means a registered broker-dealer
that sells shares of one or more of the Series;
(V) The term "Interest" means a beneficial interest in the
Trust irrespective of class or Series;
(VI) The term "Interestholder" means a holder of record of an
Interest in a Series that is affiliated with the Trust;
(VII) The term "MFD" means Mercury Funds Distributor, a
division of Princeton Funds Distributor, Inc., a Delaware
corporation;
(VIII) The term "Officer's Instruction" means an instruction
in writing given on behalf of one or more Series to FDS, and signed
on behalf of such Series by the President, any Vice President, the
Secretary or the Treasurer of the Trust;
(IX) The term "Prospectus" means the Prospectus and the
Statement of Additional Information of the relevant Series as from
time to time in effect.
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 each Series;
(I) Issuing, transferring and redeeming Interests;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Maintaining a segregated account in its records,
representing only assets held by each Feeder on behalf of each of
its respective Funds;
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(IV) Transmitting confirmations of each transaction by each
Feeder to persons employed by such Feeder, other than those persons
authorized to transmit investment instructions to the Trust on
behalf of such Feeder.
(V) Cooperating with the Trust in implementing internal
accounting controls that subject all confirmations from FDS of each
transaction by each of the Feeders to daily proof against the
Trust's transaction authorizations.
(VI) Cooperating with the Trust in establishing additional
internal accounting controls and procedures to insure that
reconciliation of each Feeder's books and records with the records
of FDS, as transfer agent for the Trust, is accomplished
periodically.
(VII) Upon ceasing to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for any Series,
delivering all Interests held for each Fund to a successor clearing
agency, custodian or safekeeper designated by the respective Feeder,
or in the event that such Feeder has not designated a successor, to
a bank having the qualifications prescribed in Section 26(a)(1) of
the Act for trustees of unit investment trusts, such Interests to be
held by such bank as custodian for such Feeder under terms customary
to a custodian agreement between banks and investment companies.
(VIII) Exchanging the investment of an Interestholder into, or
from, other Series of the Trust, if any, if and to the extent
permitted by the Prospectus at the direction of such Interestholder;
(IX) Processing redemptions;
(X) Examining and approving legal transfers;
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(XI) Furnishing such confirmations of transactions relating to
Interests as required by applicable law;
(XII) Acting as agent for the Trust with respect to furnishing
each Interestholder 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;
(XIII) Acting as agent for the Trust, with respect to mailing
annual, semi-annual and quarterly reports prepared by or on behalf
of each Series;
(XIV) Furnishing such periodic statements of transactions
effected by FDS, reconciliations, balances and summaries as a Series
may reasonably request;
(XV) 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;
(XVI) Reinvesting dividends for Interests 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 Interestholders, mailing such
notices, proxies and proxy statements
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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 Interestholders 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 Series 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 each Series to reconcile the number of
outstanding Interests between FDS' 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 writing signed by
both parties.
4. Out-of-pocket Expenses. The Trust agrees to reimburse FDS for its
out-of-pocket expenses, with respect to each Series out of the assets of each
Series, based on each Series' allocable share of the foregoing expenses as set
forth in the Schedule of Expenses attached hereto.
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5. Right of Inspection. FDS agrees that it will, in a timely manner, make
available to any officer, accountant, attorney or authorized agent of the Trust,
and permit such persons 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 to the Interestholder 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 losses, costs, damages 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, other than an Officer's Instruction
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relating to the exchange or redemption of Interests, 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 hereunder. 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 each Series 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 each Series. 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.
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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, with respect to any one or more Series, or by FDS in each case
(without penalty to the other party), 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
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 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 document so delivered and
identified in the locator document, if and when required to be produced.
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10. Amendment. 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.
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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.
QUANTITATIVE MASTER SERIES TRUST
on behalf of each of its Series
By:
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Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
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Name:
Title:
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EXHIBIT A
Series of QUANTITATIVE MASTER SERIES TRUST
Master S&P 500 Index Series
Master Mid Cap Index Series
Master Extended Market Index Series
Master Small Cap Index Series
Master Aggregate Bond Index Series
Master International (GDP Weighted) Index Series
Master International (Capitalization Weighted) Index Series
Master QA Large Cap Core Series*
Master QA Large Cap Value Series*
Master QA Large Cap Growth Series*
Master QA Mid Cap Series*
Master QA Small Cap Series*
Master QA International Series*
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* These Series are not yet operating.
EXHIBIT B
FEEDERS AND THEIR RESPECTIVE SERIES
Effective Date
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Mercury Index Funds, Inc.
Mercury S&P 500 Index Fund August 2, 1999
Mercury Mid Cap Index Fund*
Mercury Small Cap Index Fund August 2, 1999
Mercury Aggregate Bond Index Fund August 2, 1999
Mercury International Index Fund August 2, 1999
Xxxxxxx Xxxxx Index Funds, Inc.
Xxxxxxx Xxxxx S&P 500 Index Fund October 31, 2000
Xxxxxxx Xxxxx Mid Cap Index Fund*
Xxxxxxx Xxxxx Extended Market Index Fund*
Xxxxxxx Xxxxx Small Cap Index Fund October 31, 2000
Xxxxxxx Xxxxx Aggregate Bond Index Fund October 31, 2000
Xxxxxxx Xxxxx International Index Fund October 31, 2000
Mercury QA Equity Series, Inc. Upon conversion to a
Mercury QA Large Cap Core Fund Master/Feeder Structure
Mercury QA Large Cap Value Fund
Mercury QA Large Cap Growth Fund
Mercury QA Mid Cap Fund
Mercury QA Small Cap Fund
Mercury QA International Fund
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* These Funds are not yet operating.
SCHEDULE OF EXPENSES
Out of Pocket Costs
o Postage costs o Handling costs (ADP)
o Envelopes/stationary costs o Fed wire charges (excluding wires
to/from a Series' custody accounts)
o Record storage and retrieval costs o Forms
o Telephone (local and long distance) o Returned check fees/charges and
charges other similar fees/charges
o Pre-authorized check fees o Any other costs as agreed in
writing by the parties
