Ex.8(b)2
AMENDMENT No. 2
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Mercury US Small Cap
Growth Fund (the "Fund"), on behalf of itself and certain of its series, entered
into a Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing
Agency Agreement, as amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
The parties agree that the compensation payable in connection with certain
accounts will be modified. Pursuant to Section 4 of the Agreement, the
compensation payable to FDS on services for such accounts is set forth in the
Amended and Restated Schedule of Fees attached to this Amendment, which shall
become a part of the Agreement and shall be effective as of December 1, 2001.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
this 1st day of December, 2001.
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By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Treasurer
FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Vice President
AMENDED AND RESTATED
SCHEDULE OF FEES
MERCURY FUNDS
Transfer Agency and Record-keeping Fees:
The Fund shall pay monthly the following transfer agency and record-keeping fees
to FDS, unless otherwise noted:
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Distribution Channel Annual Account Fee/6/
Class I, A Class B & C
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Proprietary Retail/1/ $16 $19
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Third Party/2/ $16 $19
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Direct Account $20 $23
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MFA ERISA/3/ 0.10% 0.10%
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RG Recordkept Plans/4/ $16 $19
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ML Connect Network Plans/5/ $16 $19
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NOTES:
1. Shares arc sold through Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S fee-based program
accounts are subject to separately negotiated transfer agency and
record-keeping fees.
2. Shares are sold through broker-dealers other than MLPF&S.
3. Shares are held through the MLPF&S MFA (Mutual Fund Advisor) program, or
any other fee-based program, in accounts requiring equalization under
ERISA. Fees are calculated based on average daily net assets.
4. Shares are sold to participants of a defined benefit or defined
contribution plan (a "Plan") that is recordkept by Xxxxxxx Xxxxx.
5 Shares are sold to participants of a Plan for which a third-party
administrator (currently BISYS, Paychex, Inc., Invesco Retirement, Inc.,
MFS and Xxxxxxxxxxx Funds) is the record-keeper pursuant to certain
agreements with Xxxxxxx Xxxxx.
6. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
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The Fund shall pay the following out-of-pocket costs incurred by FDS:
. Postage
. Special Mail processing expenses, including, but not limited to,
postal presort, householding, exception extract, and duplicate
elimination)
. Envelopes/stationary
. Record storage and retrieval
. Telephone (local and long distance)
. Pre-authorized checks
. Returned check fees/charges and other similar fees/charges
. Handling costs or similar supplemental charges imposed by ADP or other
vendor delivering goods and services related to the Agreement
. Fed wire charges, excluding wires to/from Fund custody accounts
. Forms
. Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
Extraordinary Expenses:
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The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a merger or
liquidation. Fees and expense reimbursements in connection with extraordinary
services will be mutually agreed by the parties prior to the performance of such
services.
