EXHIBIT 8(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of February __, 2000 by and between MERCURY QA
EQUITY SERIES, INC., a Maryland corporation (the "Corporation"), on behalf of
itself and each of its series listed on Exhibit A attached hereto, as such
Exhibit may be amended from time to time (each a "Fund," and collectively, the
"Funds") 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 each Fund
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 each Fund 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. 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 or, if the
shares are held in an account in the name of a Broker-Dealer, 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 "Broker-Dealer" means a registered broker-dealer that
sells shares of one or more of the Funds pursuant to a selected dealers
agreement with respect to the Corporation;
(V) The term "MFD" means Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc., a Delaware 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 such
Fund or Funds 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;
(IV) Acting as agent of each Fund and/or a Broker-Dealer,
maintaining such records as may permit the imposition of such a contingent
deferred sales charge as may be described in the Prospectus, if any, including
such reports as may be reasonably requested
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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, if any, 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 MFD, 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 MFD;
(VI) 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;
(VII) Processing redemptions;
(VIII) Examining and approving legal transfers;
(IX) Furnishing such confirmations to Shareholders 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;
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(XI) 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;
(XII) Furnishing such periodic statements of transactions
effected by FDS, reconciliations, balances and summaries as a 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 each Fund 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. In consideration for the services to be provided
by FDS hereunder, the Corporation agrees to pay FDS, out of the assets of each
Fund, based on each Fund's
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allocable share of the foregoing fees, charges and costs, the fees and charges,
as well as FDS' out-of-pocket expenses, for services described in this Agreement
as set forth in the Schedule of Fees attached hereto.
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 Corporation, and permit any such person 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. 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. The Corporation 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
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
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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.
(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 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.
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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
Corporation, with respect to any one or more Funds, 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 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.
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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.
MERCURY QA EQUITY SERIES, INC.
By:
---------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
---------------------------------
Name:
Title:
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EXHIBIT A
Series of MERCURY QA EQUITY SERIES, INC.
Mercury QA Large Cap Core Fund
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
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 N/A N/A
per
month
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FDS $20.00 $23.00 $0.20 N/A N/A
per
month
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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 $11.00 $14.00 N/A N/A $1.00
accounts
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"Small" market Account size** X/X X/X X/X X/X X/X
employee benefit -------------------- -------------------------------
accounts less than $1,000 $ 7.00 N/A
-------------------- -------------------------------
$1,000-$2,500 $11.00 N/A
-------------------- -------------------------------
greater than $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 annual position basis
Out of Pocket Costs
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.Postage .Handling costs (ADP)
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.Envelopes/stationary .Fed wire charges (excluding wires to/from a Fund's
custody accounts
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.Record storage and retrieval .Forms
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.Telephone (local and long distance ) .Any other costs as agreed in writing by the parties
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.Pre-authorized checks
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.Returned check fees/charges and
other similar fees/charges
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