Exhibit 8(c)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT, made as of December 22, 1999 by and between QUANTITATIVE
MASTER SERIES TRUST, a Delaware business trust (the "Trust"), on behalf of each
of its series listed on Exhibit A attached hereto, as such Exhibit may be
amended from time to time (each, a "Series") and FINANCIAL DATA SERVICES, INC.,
a Florida corporation ("FDS").
WITNESSETH:
WHEREAS, it is anticipated that certain investment companies listed on
Exhibit B attached hereto, as such Exhibit may be amended from time to time
(each a "Feeder" and collectively, the "Feeders"), will invest all of the assets
of one or more of their respective series listed on Exhibit B attached hereto
(each a "Fund" and collectively, the "Funds"), in the corresponding Series of
the Trust; and
WHEREAS, in connection with such investments, the Trust wishes to appoint
FDS to be the Transfer Agent, Dividend Disbursing Agent and Shareholder
Servicing Agent for each Series listed on Exhibit A attached hereto, 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.
<PAGE>
NOW, THEREFORE, in consideration of mutual covenants contained in this
Agreement, the Trust and FDS agree as follows:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
(a) The Trust hereby appoints FDS to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent for each Series 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 each Series, and agrees to
act as such upon, and subject to, the terms and provisions of this Agreement.
2. Definitions. 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 an Interestholder, or,
if the Interests are held in an account in the name of a Broker-Dealer for the
benefit of an identified person, such account, any account under a plan (by
whatever name referred to in the Prospectus) pursuant to the Self-Employed
Individuals Retirement Act of 1962 ("Keogh Act Plan") and any account under a
plan (by whatever name referred to in the Prospectus) pursuant to Section 401(k)
of the Internal Revenue Code;
(III) The term "application" means an application made by an
Interestholder or prospective Interestholder respecting the opening of an
Account;
-2-
<PAGE>
(IV) The term Broker-Dealer means a registered broker-dealer that
sells shares of one or more of the Series;
(V) The term "Interest" means a beneficial interest in the Trust
irrespective of class or Series;
(VI) The term "Interestholder" means a holder of record of an
Interest in a Series;
(VII) The term "MFD" means Mercury Funds Distributor, a division of
Princeton Funds Distributor, Inc., a Delaware corporation;
(VIII) The term "Officer's Instruction" means an instruction in
writing given on behalf of one or more Series to FDS, and signed on behalf of
such Series by the President, any Vice President, the Secretary or the Treasurer
of the Trust;
(IX) The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the relevant Series as from time to time in effect.
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 each Series;
(I) Issuing, transferring and redeeming Interests;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Maintaining a segregated account in its records, representing
only assets held by each Feeder on behalf of each of its respective Funds;
-3-
<PAGE>
(IV) Transmitting confirmations of each transaction by each Feeder
to persons employed by such Feeder, other than those persons authorized to
transmit investment instructions to the Trust on behalf of such Feeder.
(V) Cooperating with the Trust in implementing internal accounting
controls that subject all confirmations from FDS of each transaction by each of
the Feeders to daily proof against the Trust's transaction authorizations.
(VI) Cooperating with the Trust in establishing additional internal
accounting controls and procedures to insure that reconciliation of each
Feeder's books and records with the records of FDS, as transfer agent for the
Trust, is accomplished periodically.
(VII) Upon ceasing to act as Transfer Agent, Dividend Disbursing
Agent and Shareholder Servicing Agent for any Series, delivering all Interests
held for each Fund to a successor clearing agency, custodian or safekeeper
designated by the respective Feeder, or in the event that such Feeder has not
designated a successor, to a bank having the qualifications prescribed in
Section 26(a)(1) of the Act for trustees of unit investment trusts, such
Interests to be held by such bank as custodian for such Feeder under terms
customary to a custodian agreement between banks and investment companies.
(VIII) Exchanging the investment of an Interestholder into, or from,
other Series of the Trust, if any, if and to the extent permitted by the
Prospectus at the direction of such Interestholder;
(IX) Processing redemptions;
(X) Examining and approving legal transfers;
-4-
<PAGE>
(XI) Furnishing such confirmations of transactions relating to
Interests as required by applicable law;
(XII) Acting as agent for the Trust with respect to furnishing each
Interestholder 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;
(XIII) Acting as agent for the Trust, with respect to mailing
annual, semi-annual and quarterly reports prepared by or on behalf of each
Series;
(XIV) Furnishing such periodic statements of transactions effected
by FDS, reconciliations, balances and summaries as a Series may reasonably
request;
(XV) 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 Trust 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 Trust. 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;
(XVI) Reinvesting dividends for Interests 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 Interestholders, mailing such notices,
proxies and proxy statements in
-5-
<PAGE>
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 Trust
the results of such tabulation accompanied by appropriate certificates, and
preparing and furnishing to the Trust certified lists of Interestholders as of
such date, in such form and containing such information as may be required by
the Trust.
(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 Trust such information and at such
intervals as is necessary for the Series 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 Trust such information as may reasonably
be required to enable each Series to reconcile the number of outstanding
Interests between FDS' records and the account books of the Trust.
(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 agreed in writing signed by both parties.
4. Compensation. In consideration for the services to be provided by FDS
hereunder, the Trust agrees to pay FDS, with respect to each Series out of the
assets of each Series, based on each Series' allocable share of the foregoing
fees, charges and costs, the fees and charges (including FDS' out-of-pocket
expenses) set forth in the Schedule of Fees attached hereto.
-6-
<PAGE>
5. Right of Inspection. FDS agrees that it will, in a timely manner, make
available to any officer, accountant, attorney or authorized agent of the Trust,
and permit such persons 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.
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 to the Interestholder concerned, or the
Trust, 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 Trust by way of an Officer's Instruction.
7. Indemnification. The Trust shall indemnify and hold FDS harmless from
any losses, costs, damages and reasonable expenses, including reasonable
attorney's fees (provided that such attorney is appointed with the Trust'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, 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 Trust 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, other than an Officer's Instruction
relating to the exchange or redemption of
-7-
<PAGE>
Interests, 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 both parties may mutually determine to be reasonably necessary for the
satisfactory performance of the duties and responsibilities of FDS hereunder.
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 each Series 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 each
Series. 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 Trust 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 remain in force for two years thereafter and shall thereafter
continue from year to year. This Agreement may be terminated by the Trust, with
respect to any one or more Series, or by FDS in
-8-
<PAGE>
each case (without penalty to the other party), provided that the terminating
party gives the other party written notice of such termination at least sixty
(60) days in advance, except that the Trust 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 Trust reasonably
believes will lead to such revocation has been commenced.
(b) Upon termination of this Agreement, FDS shall deliver all 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 Trust 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 Trust 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. 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-
<PAGE>
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. This agreement may be executed by the parties hereto on any number of
counterparts, all of which shall constitute one and the same instrument.
QUANTITATIVE MASTER SERIES TRUST
on behalf of each of its Series
By:
-------------------------------
Name:
Title:
FINANCIAL DATA SERVICES, INC.
By:
-------------------------------
Name:
Title:
-10-
<PAGE>
EXHIBIT A
Series of QUANTITATIVE MASTER SERIES TRUST
Master S&P 500 Index Series
Master Mid Cap Index Series
Master Extended Market Index Series
Master Small Cap Index Series
Master Aggregate Bond Index Series
Master International (GDP Weighted) Index Series
Master International (Capitalization Weighted) Index Series
Master QA Large Cap Core Series
Master QA Large Cap Value Series
Master QA Large Cap Growth Series
Master QA Mid Cap Series
Master QA Small Cap Series
Master QA International Series
<PAGE>
EXHIBIT B
FEEDERS AND THEIR RESPECTIVE SERIES
Mercury Index Funds, Inc.
Mercury S&P 500 Index Fund
Mercury Mid Cap Index Fund
Mercury Small Cap Index Fund
Mercury Aggregate Bond Index Fund
Mercury International Index Fund
Merrill Lynch Index Funds, Inc.
Merrill Lynch S&P 500 Index Fund
Merrill Lynch Mid Cap Index Fund
Merrill Lynch Extended Market Index Fund
Merrill Lynch Small Cap Index Fund
Merrill Lynch Aggregate Bond Index Fund
Merrill Lynch International Index Fund
Mercury QA Equity Series, Inc.
Mercury QA Large Cap Core Fund
Mercury QA Large Cap Value Fund
Mercury QA Large Cap Growth Fund
Mercury QA Mid Cap Fund
Mercury QA Small Cap Fund
Mercury QA International Fund
<PAGE>
SCHEDULE OF FEES
The Trust shall pay to FDS an annual fee at the annual rate of 0.05% of
the average daily net assets of each Series listed on Exhibit A attached hereto.
Out of Pocket Costs
--------------------------------------------------------------------------------
o Postage costs | o Handling costs (ADP)
--------------------------------------------------------------------------------
o Envelopes/stationary costs | o Fed wire charges (excluding wires to/from
| a Series' custody accounts)
--------------------------------------------------------------------------------
o Record storage and retrieval | o Forms
costs |
--------------------------------------------------------------------------------
o Telephone (local and long | o Returned check fees/charges and other
distance) charges | similar fees/charges
--------------------------------------------------------------------------------
o Pre-authorized check fees | o Any other costs as agreed in writing by
| the parties
--------------------------------------------------------------------------------
