TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of October __, 2000, by Government Securities
Delaware, LLC, a Delaware Limited Liability Company (the "Fund"), and MERRILL
LYNCH INVESTMENT PARTNERS INC., a Delaware corporation ("MLIP").
WITNESSETH:
WHEREAS, the Fund wishes to appoint MLIP 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 MLIP wishes to accept such
appointment upon, and subject to, the terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the Fund and MLIP agree as follows:
1. Appointment of MLIP as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
(a) The Fund hereby appoints MLIP 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) MLIP 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.
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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 (as
defined below); or, if the shares are held in an account in the name
of a Broker-Dealer (as defined below), 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 ss.401(k) of the Internal Revenue Code ("Corporation Master Plan")
or any other qualified tax-advantaged retirement account;
(III) The term "application" means an application made by a
Shareholder or prospective Shareholder respecting the open of an
Account;
(IV) The term "Officer's Instruction" means an instruction in
writing given on behalf of the Fund to MLIP, and signed on behalf of
the Fund by the President, any Vice President, the Secretary or the
Treasurer of the Fund;
(V) The term "Prospectus" means the Prospectus and the Statement
of Additional Information of the Fund as from time to time in effect;
(VI) The term "Shareholder" means a holder of record of Shares;
(VII) The term "Shares" means limited liability company interests of
the Fund.
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3. Duties of MLIP as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
(a) Subject to the provisions of this Agreement, MLIP 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;
(III) Acting as agent of the Fund and maintaining such records as may
be described in the Prospectus, including such reports as may be reasonably
requested by the Fund with respect to Shares.
(IV) Furnishing such confirmations of transactions relating to the
Shares as required by applicable law;
(V) Acting as agent for the Fund with respect to furnishing each
Shareholder 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;
(VI) Acting as agent for the Fund with respect to mailing annual and
semi-annual reports prepared by or on behalf of the Fund, and mailing
revised Prospectuses or Prospectus updates to each Shareholder as required
by applicable law as well as causing such materials to be mailed to each
Broker-Dealer to enable the Broker-Dealer to deliver such materials to its
customers;
(VII) Furnishing such periodic statements of transactions effected by
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MLIP, reconciliations, balances and summaries as the Fund may reasonably
request;
(VIII) Maintaining such books and records relating to transactions
effected by MLIP 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 MLIP and the Fund. In addition, MLIP agrees to
maintain and preserve master files in multiple separate locations a
sufficient distance apart to ensure preservation of at least one copy of
such information;
(IX) Withholding taxes on non-resident alien Accounts, preparing and
filing U.S. Treasure Department Form 1099 and other appropriate forms as
required by applicable law with respect to dividends and distributions; and
(b) MLIP agrees to address, and answer in timely manner, all
correspondence and inquiries relating to the functions of MLIP under this
Agreement with respect to Accounts.
(c) MLIP 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.
(d) MLIP 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 MLIP's records and the account books of the
Fund.
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(e) Notwithstanding anything in the foregoing provisions of this
Section 3, MLIP agrees to perform its functions hereunder 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 upon in writing signed
by both parties.
4. Compensation.
(a) The Fund agrees to pay MLIP the fees and charges, as well as
MLIP's out of pocket costs, for services described in this Agreement as set
forth in the Schedule of Fees attached hereto.
5. Right of Inspection.
(a) MLIP 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 medium and print-outs) of
any and all of its books and records which relate to any transaction or
function performed by MLIP under or pursuant to this Agreement.
6. Confidential Relationship
(a) MLIP agrees that it will, on behalf of itself and its officers and
employees, treat all transactions contemplated by this Agreement, and all
information relating hereto, as confidential and not to be disclosed to any
person (other than the agents of MLIP retained, from time to time, to
provide certain of MLIP's duties and responsibilities hereunder, 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
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same) except as may be authorized by the Fund by way of an Officer's
Instruction.
7. Indemnification.
The Fund shall indemnify and hold MLIP 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 MLIP, its officers,
employees or agents, 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 MLIP in cases of
willful misconduct, failure to act in good faith or negligence by MLIP, its
officers, employees or agents, and further provided that prior to
confessing any claim against it which may be subject to this
indemnification, MLIP shall give the Fund reasonable opportunity to defend
against said claim in its own name or in the name of MLIP. An action taken
by MLIP 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 MLIP.
(a) MLIP 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 MLIP hereunder; provided that it is expressly
understood and agreed by the Fund that certain of MLIP's duties and
responsibilities hereunder may be outsourced or assigned to one or more
affiliates of
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MLIP or to third parties Subject to the foregoing, MLIP 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 requisite skills and
technical knowledge. MLIP 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. MLIP 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 requisite skill and technical knowledge.
(b) MLIP 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.
9. Termination.
(a) This Agreement shall become effective as of the dated 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 Fund or MLIP (without penalty to the Fund or MLIP) provided that the
terminating party gives the other party written notice of such termination
at least sixty (60) days in advance; provided that either party hereto may
terminate this Agreement immediately upon written notice to the other party
if the authority or permission of MLIP to act as Transfer Agent, Dividend
Disbursing Agent and Shareholder Servicing Agent has been revoked or if any
proceeding or other action
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which such party reasonably believes will lead to such revocation has been
commenced.
(b) Upon termination of this Agreement, MLIP shall deliver 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 locator
document clearly indicating the complete content thereof, 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 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 MLIP 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 written
agreement of 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.
GOVERNMENT SECURITIES DELAWARE, LLC
By:_________________________
Name:
Title:
MERRILL LYNCH INVESTMENT PARTNERS INC.
By:__________________________
Name:
Title:
