EXHIBIT 99.9(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY
AND SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of the 3rd day of August, 1987
by and between Xxxxxxx Xxxxx Municipal Bond Fund, Inc. High Yield,
Insured Portfolio (the "Fund") and Xxxxxxx Xxxxx Financial Data
Service, Inc. ("MLFDS"), a New Jersey corporation.
WHEREAS, the fund wishes to appoint MLFDS to be the
Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent upon and subject to, the terms and provisions
of this Agreement, and MLFDS is desirous of accepting such
appointment upon, and subject to, ouch 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 an 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 this Agreement.
2. Definitions.
(a) In this Agreements
(b) The term "Act" means the Investment Company Act of
1940 an amended from time to time and any rule or regulation
thereunder;
(11) The term "Account" means any account of a
Shareholder, or, it the shares are hold 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");
The term "application" means an application =ads
by a Shareholder or prospective Shareholder respecting the
opening of the 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, and Vice
President, the Secretary or the Treasurer of the Fund;
(VII) The term "Prospectus" means the Prospectus and the
Statement of Additional information of the Fund as from time to
time in effect;
(Vill) The term "Shares" means shares of stock or
beneficial interest, an the case may be, 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 Shareholdor 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 it and when
provision in 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;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing
Accounts;
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(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 an/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 sale 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 MLPFAS. 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) Actinq 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, an required by applicable law.
(XII) Acting as agent for the and/or MLPF&S,
mailing annual, semi-annual and quarterly reports prepared by or
on behalf of the Fund, and mailing now Prospectuses upon their
issue to Shareholders as required by applicable law;
(XIII) Furnishing such periodic statements of
transactions affected by MLFDS, reconciliations, balances and
summaries as the Fund may reasonably request:
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(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 an 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 tractional
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 meeting of
Shareholders, mailing such notice&, proxies and proxy statements
in connection with the holding of such meetings an may be
required by applicable law, receiving and tabulating votes cast
by proxy 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 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 in 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.
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(a) 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 ot the Fund.
(f)Notwithstanding an anythingin 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,
including "out-of-pocket" expenses, will be set forth in the
Schedule of Foes 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 examing and make transcripts and
copies (including photocopies and computer or other electronical
information storage media and print-cuts) of any and all of it's
books and records which relate to any transaction or function
performed by MLFDS 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 withhold), incurred by it resulting from any claim,
demand, action, or suit in connection with the performance of
its duties hereunder,
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provided that this indemnification shall not apply to actions or
omissions of MUDS 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, MUDS 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 misconduct, failure to act
in good faith or negligence under this Agreement.
8. 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 time 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 an 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.
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(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
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 Now 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 MUNICIPAL BOND FUND, INC. HIGH YIELD, PROTFOLIO
/s/ Xxxxxx Xxxxxxx Attest: /s/ Xxxx X. Xxxxxxx
Title: Treasurer Title: Secretary
XXXXXXX XXXXX FINANCIAL DATA SERVICE, INC.
BY:/S/ Xxxxxx X. Xxxx
Title: President
(Attest)/s/ Xxxxxxx X. Xxxxxxx
Title: Manager
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ADDENDUM A
In consideration of the performances of service by Xxxxxxx Xxxxx
Financial Data Service, Inc., the Xxxxxxx Xxxxx Municipal Bond
Fund, Inc. High Yield, Portfolio Severally agrees to pay Xxxxxxx
Xxxxx Financial Data Service Compensation in the amount of $7.50
annually per shareholder account for which Xxxxxxx Xxxxx
Financial Data service, Inc. is providing the services, and to
reimburse Xxxxxxx Xxxxx Financial Data Service, Inc. for
postage, out-of-pocket expenses, and the reasonable cost of
supplies used by Xxxxxxx Xxxxx Financial Data Service in the
performance of these services.
Those services will be charged to the Xxxxxxx Xxxxx Xxxx High Yield,
Fund an a per annum basis and payment for foes and expenses will
be remitted to Xxxxxxx Xxxxx Financial Data service on a monthly
basis.
By: /s/ Xxxxxx Xxxxxxx
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Title: Treasurer
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Xxxxxxx Xxxxx Municipal Bond
Fund, Inc. High Yield, Portfolio
Attest: /s/ Xxxx X. Xxxxxxx
----------------------------
By: /s/ Xxxxxx X. Xxxx
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Title: President
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Xxxxxxx Xxxxx Financial Data service, Inc.
Attest: /s/ Xxxxxxx X. Xxxxxxx
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Date: March 10, 1988
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