EXHIBIT 99.9
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY
AND SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of the 12th day of July, 1991, by and between
Xxxxxxx Xxxxx Multi-State Municipal Series Trust, on behalf of itself and its
constituent Series (the "Fund") and Xxxxxxx Xxxxx Financial Data Services, Inc.
("FDS"), a New Jersey corporation.
WITNESSETH:
WHEREAS, the Fund wishes to appoint FDS to be the Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent 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:
I. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
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Shareholder Servicing Agent.
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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.
II. Definitions.
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In this Agreement:
A. The term "Act" means the Investment Company Act of 1940 as amended
from time to time and any rule or regulation thereunder;
B. The term "Account" means any account of a Shareholder, or, 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");
C. The term "application" means an application made by a Shareholder
or prospective Shareholder respecting the opening of an Account;
D. The term "MLFD" means Xxxxxxx Xxxxx Funds Distributor, Inc., a
Delaware corporation;
E. The term "MLPF&S" means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, a Delaware corporation;
F. 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;
G. The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the Fund as from time to time in effect;
H. The term "Shares" means shares of stock or beneficial interest, as
the case may be, of the Fund, irrespective of class or series;
I. The term "Shareholder" means the holder of record of Shares;
J. 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.
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III. Duties of FDS as Transfer Agent, Dividend Disbursing Agent and
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Shareholder Servicing Agent.
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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;
1. Issuing, transferring and redeeming Shares;
2. Opening, maintaining, servicing and closing Accounts;
3. 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;
4. 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;
5. 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 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 FDS to MLFD.
6. 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.
7. Processing redemptions;
8. Examining and approving legal transfers;
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9. Replacing lost, stolen or destroyed certificates representing
Shares, in accordance with, and subject to, procedures and conditions
adopted by the Fund;
10. Furnishing such confirmations of transactions relating to their
Shares as required by applicable law;
11. 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;
12. 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;
13. Furnishing such periodic statements of transactions effected by
FDS, reconciliations, balances and summaries as the Fund may reasonably
request;
14. 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 insure
preservation of at least one copy of such information;
15. 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
16. Reinvesting dividends for full and fractional shares and
disbursing cash dividends, as applicable.
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
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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. 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's 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 contained in an Officer's
Instruction.
IV. Compensation.
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The charges for services described in this Agreement, including "out-of-
pocket" expenses, will be set forth in the Schedule of Fees attached hereto.
V. Right of Inspection.
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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
electronic 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.
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VI. Confidential Relationship.
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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.
VII. Indemnification.
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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,
it's 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.
VIII. Regarding FDS.
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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 Fund 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 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
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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.
IX. Termination.
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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 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 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, Dividend 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.
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X. Amendment.
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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.
XI. Governing Law.
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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 MULTI-STATE
MUNICIPAL SERIES TRUST
By: /s/ Xxxxx Xxxxx
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Title: Secretary
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FINANCIAL DATA SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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