AMENDED AND RESTATED
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of June 29, 2000 by and between MERCURY INDEX
FUNDS, INC., a Maryland corporation (the "Corporatio n"), on behalf of 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.
(b) FDS hereby accepts the appointment as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for each Fund, 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 Section 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 one or more 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 one or more of the Funds to FDS, and
signed on behalf of the Fund by the President, any Vice President,
the Secretary or the Treasurer of the Corporation;
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(VII) The term "Plan Account" means an account opened by a
Shareholder or prospective Shareholder in respect of 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 each Fund;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for each Fund=s 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;
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(IV) Exchanging the investment of a Shareholder into, or from,
the shares of other open-end investment companies or other series 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 to Shareholders 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, semi-annual and quarterly reports prepared by or on
behalf of each 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 a 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
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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.
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(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.
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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 to 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 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.
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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 by FDS (without penalty to the Corporation or FDS)
provided that the terminating party gives the other party written notice
of
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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.
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.
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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 INDEX FUNDS, INC.,
on behalf of each Fund
By:
---------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
---------------------------------
Name:
Title:
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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
Mercury Mid Cap Index Fund*
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* This Fund is not yet operating.
SCHEDULE OF FEES
The Funds shall pay to FDS an annual fee at the annual rate of 0.05% of the
average daily net assets of each Fund that is operating and is listed on Exhibit
A attached hereto.
Out of Pocket Costs
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0 Postage 0 Returned check fees/charges and other
similar fees/charges
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0 Envelopes/stationary 0 Handling costs (ADP)
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0 Record storage 0 Fed wire charges (excluding wires
and retrieval to/from a Fund's custody accounts)
--------------------------------------------------------------------------------
0 Telephone (local and 0 Forms
long distance)
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0 Pre-authorized checks 0 Any other costs as agreed to in
writing by the parties
--------------------------------------------------------------------------------
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