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EXHIBIT 9(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of January 1, 1997 by and between XXXXXXX
XXXXX INDEX FUNDS, INC., a Maryland corporation (the "Corporation"), on behalf
of itself and each of its series listed on Exhibit A (each, a "Fund"), and
Xxxxxxx Xxxxx Financial Data Services, Inc., a New Jersey corporation
("MLFDS").
WITNESSETH:
WHEREAS, the Corporation 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 contained in this
Agreement, the Corporation and MLFDS agree as follows:
1. APPOINTMENT OF MLFDS AS TRANSFER AGENT, DIVIDEND DISBURSING
AGENT AND SHAREHOLDER SERVICING AGENT.
(a) The Corporation hereby appoints MLFDS 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.
(b) MLFDS 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, or, if the shares are held in an account in the name 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")
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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 Funds to MLFDS, and signed on
behalf of the Funds by the President, any Vice President, the Secretary or the
Treasurer of the Corporation;
(VII) 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;
(VIII) The term "Prospectus" means the Prospectus and
the Statement of Additional Information of the relevant Fund as from time to
time in effect;
(IX) The term "Shareholder" means a holder of record
of shares;
(X) The term "Shares" means shares of stock of the
Corporation irrespective of class or series.
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 Funds;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing
Accounts;
(III) Acting as agent for the Funds' 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;
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(IV) Acting as agent of the Funds 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 Corporation 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 Corporation, 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 Funds;
(X) Furnishing such confirmations of transactions
relating to their Shares as required by applicable law;
(XI) Acting as agent for the Corporation 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 as agent for the Corporation and/or
MLPF&S, 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;
(XIII) Furnishing such periodic statements of
transactions effected by MLFDS, reconciliations, balances and summaries as the
Funds 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
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
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MLFDS and the Corporation. 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 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) 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 Accounts.
(d) MLFDS 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) MLFDS 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 MLFDS's records and the account books of
the Corporation.
(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, including
"out-of-pocket" expenses, will be set forth in the Schedule of Fees attached
hereto.
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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
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 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 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 MLFDS 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 MLFDS in cases of willful misconduct, failure to act in good faith
or negligence by MLFDS, its 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 Corporation 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 Corporation 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 Corporation 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 Corporation. 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.
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MLFDS 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 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 Corporation or MLFDS (without penalty to the
Corporation 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 Corporation 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 Corporation reasonably
believes will lead to such revocation has been commenced.
(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 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.
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 York.
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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 INDEX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: President
XXXXXXX XXXXX FINANCIAL DATA
SERVICES, INC.
By:
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Schedule of Fees
The Fund will pay to MLFDS a fee of [ ] in addition
to reimbursement for out-of-pocket expenses incurred by MLFDS pursuant
to this Agreement.
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Exhibit A
INDIVIDUAL SERIES OF XXXXXXX XXXXX INDEX FUNDS, INC.
Xxxxxxx Xxxxx S&P 500 Index Fund
Xxxxxxx Xxxxx Small Cap Index Fund
Xxxxxxx Xxxxx Aggregate Bond Index Fund
Xxxxxxx Xxxxx International Index Fund
Date: as of January 1, 1997
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