1
EX-99.9(a)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY
AND SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of the 18th day of January, 1988
By and between Xxxxxxx Xxxxx Global Convertible Fund, Inc. (the
"Fund") and Xxxxxxx Xxxxx Financial Data Service, Inc. ("MLFDS"),
a New Jersey corporation.
WITNESSETH:
WHEREAS, the Fund wishes to appoint MLFDS to be the
Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent upon, and subject top the terms and provisions of
this Agreement, and MLFDS is desirous of accepting such
appointment upon, and subject tot such terms and provisions:
NOW THEREFORE, in consideration of mutual covenants
contained in this Agreement, the Fund and MLFDS agree as follows:
1. Appointment of MLFDS as Transfer Agent., Dividend
Disbursing Agent and Shareholder Servicing Agent.
(a) The Fund hereby appoints MLFDS 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) MLFDS 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 tot the terms
and provisions of the 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, ore if the shares are held in an account in the name
of MLPF&S for benefit of an identified customer, 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 plan
(by whatever name referred to in the Prospectus) in conjunction
with Section 401 of the Internal Revenue Code ('Corporation Master
Plan");
2
(III) The term "application" means an application made
by a Shareholder or prospective Shareholder respecting the opening
of an Account;
(IV) The term "MLFD" means Xxxxxxx Xxxxx Funds
Distributor Inc., a Delaware corporation;
(V) The term "MLPF&S" means Xxxxxxx Xxxxx# Xxxxxx,
Xxxxxx & Xxxxx Incorporated, a Delaware corporation;
(VI) The term "officer's Instruction" means an
instruction in writing given on behalf of the Fund to MLFD and.
signed on behalf of the Fund by the President, any Vice President,
the Secretary or the Treasurer of the Fund;
(VII) The term
the Statement of Additional
to time in effect;
"prospectus" means the Prospectus and
Information of the Fund as from time
(VIII) The term "Shares" means shares of stock or
beneficial intereat, as the case may be, of the Fund, irrespective
of class or series;
(IX) The term "Shareholder" meant the holder of record
of Shares;
(X) 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.
3. Duties of MLFDS aa Transfer Agent, Dividend Disbursing Agent
and Shareholder Servicing Agent.
(a) Subject to the succeeding provisions -of the
Agreement, MLFDS hereby agrees to perform the following functions
as Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent for the Fund;
Accounts;
(I) Issuing, transferring and redeeming Shares;
(11) Openingi maintaining, servicing and closing
- 2 -
3
(III) Acting as agent for the Fund Shareholders and/or
customers of MLPF&S 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 MLPF&S,
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. MLFDS shall pay on behalf of
MLFD), to MLPF&S such deducted contingent deferred sales charges
imposed upon all Shares maintained in the name of MLPF&S or
maintained in the name of an account identified as a customer
. account of MLPF&S. Sales charges imposed upon any other Shares
shall-be paid by MLFDS to MLFD.
(VI) Exchanging the investment of an investor 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 investor.
(VII) Processing redemptions;
(VIII) Examining and approving legal transfers;-
(IX) Replacing lost, stolen or destroyed certificates
representing Shares, in accordance with, and subject to,
procedures and conditions adopted by the. Fund;
(X) Furnishing such confirmations of transactions
relating to their-Shares as required by applicable law;
(XI) Acting as agent for the Fund and/or MLPF&S.
furnishing 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;
(XII) Acting agent for the Fund and/or MLPF&S,
mailing annual, semi-annual and quarterly reports prepared by or
on behalf of the Fund, and mailing new Prospectuses upon their
issue to Shareholders as required by applicable law;
(XIII) Furnishing such periodic statements of
transactions effected by MLFDS, reconciliations, balances and
summaries as the Fund may reasonably request;
- 3 -
4
(XIV) maintaining such books and records relating to
transactions effected by MLFDS 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 MLFDS and the Fund. In addition, MLFDS agrees to
maintain and preserve master files and historical computer tapes
on a daily basis in multiple separate locations a sufficient
distance apart to insure preservation of at least one copy of such
information;
(XV) 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
(XVI) Reinvesting dividends for full and fractional
shares and disbursing cash dividends, as applicable.
(b) MLFDS 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 certifications, 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) MLFDS agrees to deal with and answer in a-timely
manner, all correspondence and inquiries relating to the functions
Of MLFDS under this Agreement with respect to Accountg.
(d) MLFDS 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
Comission, Blue Sky authorities or other governmental
authorities.
- 4 -
5
(e) MLFDS 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 MLFDS's records
and the account books of the Fund.
(f) Notwithstanding anything in the foregoing
provisions of this paragraph, MLFDS 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 contained tin an Officer's Instruction.
4. Compensation.
The charges for services described in this Agreement,
including "out-of-pocket" expenses will be set forth- in the
Schedule of Fees attached hereto.
5. Right of Inspection.
MUDS 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 MLFDS under or pursuant to this Agreement.
6. Confidential Relationship.
MLFDS 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.
The Fund shall Indemnify and hold MLFDS 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, actions, or suit
in connection with the performance of its duties hereunder,
- 5 -
6
provided that this indemnification shall not apply to actions or
omissions of MLFDS in cases of willful misconduct, failure to act
in good faith or negligence by MLFDS, it's officers, employees or
agents, and further provided, that prior to confessing any claim
against it which may be subject to this indemnification, MLFDS
shall give the Fund reasonable opportunity to defend against said
claim in its own name or in the name of MUDS. An action taken by
MLFDS 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.
S. Regarding MLFDS.
(a) MLFDS hereby agrees -.to hire, purchase, develop and
maintain such dedicated personnel, facilities equipment,
software, resources and capabilities as may be reasonably
determined by the Fund to be necessary for the satisfactory
performance of the duties and responsibilities of MLFDS. MLFDS
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 MLFDS 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. MLFDS 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) MLFDS warrants and represents that 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 thereafter continue from year to
year. This Agreement may be terminated by the Fund or MLFDS
(without penalty to the Fund or MLFDS) 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 MLFDS if the authority or permission of MLFDS 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.
- 6 -
7
(b) Upon termination of this Agreement, MLFDS shall
deliver all unissued and canceled stock certificates representing
Shares remaining in its possession, and 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 documents 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 MLFDS 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 Jersey.
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.
XXXXXXX XXXXX GLOBAL CONVERTIBLE FUND, INC.
By: /s/
---------------------------------------
Title/
-------------------------------------
XXXXXXX XXXXX FINANCIAL DATA SERVICE, INC.
By:
---------------------------------------
Title: /s/
------------------------------------
8
Schedule of Fees
The Fund will pay to FDS an annual fee of $11.00 per Class A
and Class D Shareholder Account and $14.00 per Class B and Class
C Shareholder Account in addition to reimbursement for the out-
of-pocket expenses incurred by FDS pursuant to this Agreement.
