EXHIBIT 99.9(a)
ADMINISTRATIVE AND SUB-ACCOUNTING
SERVICES AGREEMENT
AGREEMENT made as of the 18th day of October, 1985 by and between
Xxxxxxx Xxxxx Retirement Benefit Investment Program, Inc. (the ("Fund"), a
Maryland corporation, and Xxxxxxx Xxxxx Asset Management, Inc. ("MLAM"), a
Delaware corporation.
W I T N E S S E T H
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WHEREAS, the Fund intends to engage in business as a diversified, open-
end, management investment company registered under the Investment Company Act
of 1940, as amended (the "Act"), and
WHEREAS, the Fund desires to retain MLAM to perform certain
administrative services for the Fund and MLAM is willing and able to perform
such services.
NOW THEREFORE, in consideration of the mutual covenants contained herein
the parties hereby agree as follows:
1. MLAM shall arrange for sub-accounting services to be provided to
shareholders of the Fund whose shares are held in a brokerage account with
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and shall
be responsible for monitoring the performance of such services.
2. Sub-accounting services provided to shareholders described in
paragraph 1 above shall include at a minimum (a) the maintenance of separate
records for each shareholder reflecting shares purchased and redeemed and share
balances; (b) the disbursement or credit to shareholders of all proceeds of
redemptions of shares of the Fund and of all dividends or other distributions
not reinvested in shares of the Fund; (c) the transmittal to shareholders of
periodic account statements; (d) the calculation of the amount of the contingent
deferred sales load applicable to a redemption of shares; and (e) the
transmittal to the Fund's transfer agent of purchase and redemption orders on
behalf of Xxxxxxx Xxxxx customers.
3. As compensation for its services performed under this Agreement, the
Fund shall pay a monthly fee to MLAM equal to an annual rate of $4.50 for each
shareholder
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account with respect to which the sub-accounting services arranged by MLAM
pursuant to this Agreement were performed during that month.
4. This Agreement shall become effective as of the date first above
written and shall remain in full force until September 30, 1987 and thereafter,
but only so long as such continuance is specifically approved at least annually
by (i) the Board of Directors of the Fund, or by the vote of a majority (as
defined in the Act) of the outstanding voting securities of the Fund, and (ii) a
majority of those directors who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval.
5. This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Directors of the Fund or by vote of a majority of
the outstanding voting securities of the Fund, or by the Investment Adviser, on
sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
6. This Agreement may be amended by the parties only if such amendment
is specifically approved by (i) the Board of Directors of the Fund, or by the
vote of a majority of outstanding voting securities of the Fund, and (ii) a
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majority of those directors who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval.
7. The terms "vote of a majority of the outstanding voting securities",
"interested person" and "assignment" when used in the Agreement shall have their
respective meanings specified in the Act.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX RETIREMENT
INVESTMENT PROGRAM, INC.
By: /s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------
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SUB-ACCOUNTING AGREEMENT
AGREEMENT made as of the 18th day of October, 1985 by and between
Xxxxxxx Xxxxx Asset Management, Inc. ("MLAM"), a Delaware corporation, and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), a Delaware
corporation.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Xxxxxxx Xxxxx Retirement Benefit Investment Program, Inc. (the
"Fund") intends to engage in business as a diversified open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "Act") and,
WHEREAS, the Fund has entered into an Administrative and Sub-Accounting
Services Agreement with MLAM pursuant to which MLAM is required to arrange for
the performance of sub-accounting services for shareholders of the Fund who
maintain their shares in a brokerage account with Xxxxxxx Xxxxx, and
WHEREAS, MLAM desires to retain Xxxxxxx Xxxxx to perform such services
and Xxxxxxx Xxxxx is willing and able
to furnish such services on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, MLAM and Xxxxxxx Xxxxx hereby agree as follows:
1. Xxxxxxx Xxxxx agrees to perform the administrative services and
functions specified in Exhibit "A" hereto (the "Services") for the benefit of
shareholders of the Fund who maintain their shares in a brokerage account with
Xxxxxxx Xxxxx.
2. Xxxxxxx Xxxxx will maintain and preserve all records as required by
law to be maintained and preserved in connection with providing the Services.
Upon the request of MLAM or the Fund, Xxxxxxx Xxxxx shall provide copies of all
records relating to transactions between the Fund and Xxxxxxx Xxxxx'x customers,
written communications regarding the Fund to or from such customers and other
materials, in each case as may reasonably be requested to enable MLAM to monitor
and review the Services and Xxxxxxx Xxxxx'x continued ability to provide the
Services, or to comply with any request of a governmental body or self-
regulatory organization. Xxxxxxx Xxxxx agrees that it will permit
representatives of MLAM to have reasonable access to its personnel and records
in order to facilitate the monitoring of the quality of the Services.
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3. Xxxxxxx Xxxxx hereby agrees to promptly notify MLAM if for any reason
it is unable to perform fully and promptly any of its obligations under this
agreement.
4. In performing the services under this agreement Xxxxxxx Xxxxx
acknowledges that it is not acting as agent for the Fund.
5. In no way shall the provisions of this agreement limit the authority
of MLAM or the Fund to take such action as they may deem appropriate or
advisable in connection with all matters relating to the operations of the Fund
and the sale of its shares.
6. In consideration of the performance of the Services by Xxxxxxx Xxxxx,
MLAM agrees to pay Xxxxxxx Xxxxx a monthly fee equal to an annual rate of $4.50
for each shareholder account with respect to which Xxxxxxx Xxxxx performs the
Services during such month.
7. This agreement may be terminated at any time by either party upon 30
days' written notice to the other party. This agreement may also be terminated
at any time without penalty upon 30 days' written notice to Xxxxxxx Xxxxx that
a majority of the Directors of the Fund who are not interested persons of the
Fund (within the meaning of the Act) and have no direct or indirect financial
interest in the operation of this agreement, have determined to terminate this
agreement.
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8. This agreement will automatically terminate upon any event whereby
MLAM ceases to serve as the investment adviser of the Fund or if the Fund
terminates its Administrative Services and Sub-Accounting Agreement with
MLAM.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX
INCORPORATED
By: /s/
---------------------------------
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Exhibit "A"
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Pursuant to its Sub-Accounting Agreement with XXXX, Xxxxxxx Xxxxx shall
perform the following services:
1. Maintain separate records for each shareholder of Xxxxxxx Xxxxx
Retirement Benefit Investment Program, Inc. (the "Fund") who holds shares of
the Fund in a brokerage account with Xxxxxxx Xxxxx ("Xxxxxxx Xxxxx customers"),
which records shall reflect shares purchased and redeemed and share balances.
Xxxxxxx Xxxxx shall maintain a single master account with the transfer agent of
the Fund on behalf of Xxxxxxx Xxxxx customers and such account shall be in the
name of Xxxxxxx Xxxxx or its nominee as the record owner of the shares owned by
such customers.
2. Disburse or credit to Xxxxxxx Xxxxx customers all proceeds of
redemptions of shares of the Fund and all dividends and other distributions not
reinvested in shares of the Fund.
3. Prepare and transmit to Xxxxxxx Xxxxx customers, periodic account
statements showing the total number of shares owned by the customer as of the
statement closing date, purchases and redemption of Fund shares by the customer
during the period covered by the statement and the dividends and other
distributions paid to the customer
during the statement period (whether paid in cash or reinvested in Fund shares).
4. Calculate the amount of the contingent deferred sales load
applicable to a redemption of Fund shares by Xxxxxxx Xxxxx customers.
5. Transmit to Xxxxxxx Xxxxx customers proxy materials and reports and
other information required to be sent to shareholders under the federal
securities laws.
6. Transmit to the Fund's transfer agent purchase and redemption orders
on behalf of Xxxxxxx Xxxxx customers.
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