1
EXHIBIT 8(a)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of ______________, 1999 by and between MERCURY
ASSET MANAGEMENT V.I. FUNDS, INC., a Maryland corporation (the "Corporation"),
on behalf of itself and 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.
2
(b) FDS hereby accepts the appointment as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for the Funds, 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;
(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 "Participating Insurance Company" means an
insurance company that issues variable annuity and/or variable life insurance
contracts that may be funded by shares of the Funds pursuant to a participation
agreement with the Corporation;
(VI) The term "Officer's Instruction" means an instruction
in writing given on behalf of the Funds to FDS, and signed on behalf of the
Funds by the President, any Vice President, the Secretary or the Treasurer of
the Corporation;
(VII) The term "Prospectus" means the Prospectus and the
Statement of Additional Information of the relevant Fund as from time to time in
effect;
(VIII) The term "Shareholder" means a holder of record of
Shares;
-2-
3
(IX) 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 the Funds;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the Funds' Shareholders upon the
terms and subject to the conditions contained in the Prospectus;
(IV) Exchanging the investment of an investor into, or
from, the shares of other open-end investment companies or other series
portfolios of the Corporation, if any, if and to the extent permitted by the
Prospectus or by the prospectus of the Participating Insurance Company that
issued the insurance contracts that may be funded by shares of the Funds, at the
direction of such investor;
(V) Processing redemptions; (VI) Examining and approving
legal transfers;
(VII) Replacing lost, stolen or destroyed certificates
representing Shares, in accordance with, and subject to, procedures and
conditions adopted by the Funds;
(VIII) Furnishing such confirmations of transactions
relating to their Shares as required by applicable law;
-3-
4
(IX) Acting as agent for the Corporation, 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;
(X) Acting as agent for the Corporation, mailing annual,
semi-annual and quarterly reports prepared by or on behalf of the Funds, and
mailing new Prospectuses upon their issue to Shareholders as required by
applicable law;
(XI) Furnishing such periodic statements of transactions
effected by FDS, reconciliations, balances and summaries as the Funds may
reasonably request;
(XII) 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;
(XIII) 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,
in each case, if any; and
(XIV) Reinvesting dividends for full and fractional Shares
and disbursing cash dividends, as applicable.
-4-
5
(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 the Funds to reconcile the number of
outstanding Shares between FDS's 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 contained in an Officer's Instruction.
-5-
6
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.
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.
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 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
-6-
7
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.
8. REGARDING FDS.
(a) FDS hereby agrees to hire, purchase, develop and maintain such
dedicated personnel, facilities, equipment, software, resources and capabilities
as may be reasonably determined by the Corporation to be 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
-7-
8
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 FDS (without penalty to the Corporation 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 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
unissued and canceled stock certificates, if any, 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
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.
-8-
9
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.
-9-
10
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 ASSET MANAGEMENT V.I. FUNDS, INC.
By:
------------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
------------------------------------
Name:
Title:
-10-
11
SCHEDULE OF FEES
Pursuant to Paragraph 4
of the
Transfer Agency, Dividend Disbursing
Agency and Shareholder Servicing
Agency Agreement
between
Mercury Asset Management V.I. Funds, Inc.
and
Financial Data Services, Inc.
1. Annualized shareholder Servicing Fee
In consideration of the performance of services by Financial Data
Services, Inc., Mercury Asset Management V.I. Funds, Inc. agrees to pay
Financial Data Services, Inc. the sum of $___________, annually. Payment
of this fee will be remitted to Financial Data Services, Inc. on a
monthly basis.
2. Out-of-Pocket Expenses
Reimbursement for reasonable out-of-pocket expenses incurred in
connection with this Agreement and its performance hereunder, including,
but not limited to, postage and supplies.
Statements of accrued account charges and incurred out-of-pocket charges in
connection with each Fund, shall be sent monthly by FDS to the Corporation at
its principal place of business and thereafter shall be promptly satisfied by
the Corporation.
MERCURY ASSET MANAGEMENT V.I. FUNDS, INC.
By:
--------------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
--------------------------------------
Name:
Title:
-11-
