EXHIBIT-99.9(a)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY
AND SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of the 13th day of December, 1988 by
and between XXXXXXX XXXXX GLOBAL ALLOCATION 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
for the Fund upon, and subject to, the terms and provisions of
this Agreement, and MLFDS is desirous of accepting such
appointment upon, and subject to, such terms and provisions:
NOW, THEREFORE, in consideration of mutual covenants con-
tained in this Agreement, the Fund and MLFDS agree as follows:
1. Appointment of MLFDS as Transfer Agent, Dividend Dis-
bursing 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 to, 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 Share-
holder, or, if the shares are held in an account in the name
of MLPF&S for benefit of an identified customer, such ac-
count, 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");
(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 Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, a Delaware corporation;
(VI) The term "Officer's Instruction" means an
instruction in writing given on behalf of the Fund to MLFDS,
and signed on behalf of the Fund by the President, any vice
President, the Secretary or the Treasurer of the Fund;
(VII) The term "Prospectus" means the Prospectus and
the State of Additional Information of the Fund as from time
to time in effect;
(VIII) The term "Shares" means shares of stock of the
Fund, irrespective of class or series;
(IX) The term "Shareholder" means 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 as 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;
2.
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing
Accounts;
(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, main-
taining 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 xxxxx-
ngent deferred sales charges imposed upon all Shares main-
tained 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
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appropriate income tax information and income tax forms duly
completed, as required by applicable law;
(XII) Acting as 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 trans-
actions effected by MLFDS, reconciliations, balances and
summaries as the Fund may reasonably request;.
(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 Share-
holders, 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 accom-
panied 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) MLFDS agrees to deal with, and answer in a timely
manner, all correspondence and inquires relating to the functions
of MLFDS under this Agreement with respect to Accounts.
(d) MLFDS agrees to furnish to the Fund such information
and at such intervals as is necessary for the Fund to comply with
4.
the registration and/or the reporting requirements (including
applicable escheat laws) of the Securities and Exchange Commis-
sion, Blue Sky authorities or other governmental authorities.
(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 in an officer's Instruction.
4. Compensation.
The charges for services described in this Agreement, in-
cluding "out-of-pocket" expenses, will be set forth in the Sche-
dule of Fees attached hereto.
5. Right of Inspection.
MLFDS 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 informa-
tion 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 offi-
cers 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, action, or suit
in connection with the performance of its duties hereunder, pro-
5.
vided 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 MLFDS. An action taken by
MLFDS upon any Officer's Instruction reasonably believed by it to
have been properly executed shall not constitute willful miscon-
duct, failure to act in good faith or negligence under this Agree-
ment.
8. Regarding MLFDS.
(a) MLFDS hereby agrees to hire, purchase, develop and
maintain such dedicated personnel, facilities, equipment, soft-
xxxx, 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 Dis-
bursing 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 it is duly
authorized and permitted to act as Transfer Agent, Dividend Dis-
bursing Agent, and Shareholder Servicing Agent under all appli-
cable 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 revoca-
tion.
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 termi-
nating party gives the other party written notice of such termina-
tion 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
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revoked or if any proceeding or other action which the Fund
reasonably believes will lead to such revocation has been com-
menced.
(b) Upon termination of this Agreement, MLFDS shall deliver
all unissued and cancelled stock certificates representing Shares
remaining in its possession, and all Shareholder records, books,
stock ledgers, instruments and other documents (including compu-
terized or other electronically stored information) made or accu-
mulated in the performance of its duties as Transfer Agent, Dis-
bursing 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 offi-
cers and their respective corporate seals hereunto duly affixed
and attested, as of the day and year above written.
XXXXXXX XXXXX GLOBAL ALLOCATION FUND, INC.
By /s/ Xxxxxx Xxxxxx
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XXXXXXX XXXXX FINANCIAL DATA SERVICE, INC.
By /s/ Xxxxxxx Xxxxxxx Xx.
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