TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of March __, 2000 by and between MERCURY INTERNET
STRATEGIES FUND, INC., a Maryland corporation (the "Fund") and FINANCIAL DATA
SERVICES, INC., a Florida corporation ("FDS").
WITNESSETH:
WHEREAS, the Fund wishes to appoint FDS to be the Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the 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 Fund and FDS agree as follows:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
(a) The Fund hereby appoints FDS to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the 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 the 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 ss.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 the Fund pursuant to a selected dealers agreement with the Fund;
(VI) The term "Officer's Instruction" means an instruction in writing
given on behalf of the Fund to FDS, and signed on behalf of the Fund by the
President, any Vice President, the Secretary or the Treasurer of the Fund;
(VII) The term "Plan Account" means an account opened by a Shareholder
or prospective Shareholder in respect to 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 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 Fund 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 the Fund:
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the 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 the Fund and/or a Broker-Dealer, maintaining
such records as may permit the imposition of such contingent deferred sales
charges as may be described in the Prospectus, including such reports as may be
reasonably requested by the Fund 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, 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 portfolios of the
Fund, 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 of transactions relating to their
Shares as required by applicable law;
(X) Acting as agent for the Fund 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;
(XI) Acting as agent for the Fund with respect to mailing annual and
semi-annual reports prepared by or on behalf of the 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 the 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 Fund 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 Fund. 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.
(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 Fund
the results of such tabulation accompanied by appropriate certificates, and
preparing and furnishing to the Fund certified lists of Shareholders as of such
date, in such form and containing such information as may be required by the
Fund.
(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 Fund such information and at such
intervals as is necessary for the Fund 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 Fund such information as may reasonably be
required to enable the Fund to reconcile the number of outstanding Shares
between FDS' records and the account books of the Fund.
(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 Fund 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 Fund 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.
(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 the Shareholder concerned, or the Fund, 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 Fund by way of
an Officer's Instruction.
7. Indemnification.
(a) The Fund 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 Fund'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 Fund 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.
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 Fund 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 Fund. 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 Fund 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 Fund or FDS
(without penalty to the Fund or FDS) provided that the terminating party gives
the other party written notice of such termination at least sixty (60) days in
advance, except that the Fund 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 Fund 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 Fund 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 Fund
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.
(a) 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.
(a) This Agreement shall be governed by the laws of the State of New York.
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 INTERNET STRATEGIES FUND, INC.
By: _________________________________
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By: _________________________________
Name: Xxxxxxx X. Xxxxx
Title: President
Schedule of Fees
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Mercury Fund Pricing Schedule
Distribution Channel Class I Class B Closed Base Transaction
& A & C Account Fee Fee
--------------------------------------------------------------------------------------------------------
MLPF&S $11 $14 $0.20/mo N/A N/A
--------------------------------------------------------------------------------------------------------
FDS $20 $23 $0.20/mo N/A N/A
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MFA ERISA* 0.10% 0.10% N/A N/A N/A
--------------------------------------------------------------------------------------------------------
"Large" & "Mid" Market employee benefit $11 $14 N/A N/A $1
accounts
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"Small" Market Account size** X/X X/X X/X X/X X/X
employee benefit ---------------------
accounts < $1,000 $7 N/A
---------------------
$1,000 < $2,500 $11 N/A
---------------------
> $2,500 $11 $1
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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: The above schedule is exclusive of out-of-pocket costs. All charges are
on an annual position basis.
The Fund shall pay the following out-of-pocket costs incurred by FDS:
o Postage
o Envelopes/stationary
o Record storage and retrieval
o Telephone (local and long distance)
o Pre-authorized checks
o Returned check fees/charges and other similar fees/charges
o Handling costs (ADP or other similar vendor
o Fed wire charges (excluding wires to/from Fund custody accounts)
o Forms
o Any other costs as agreed to in writing by the parties
