AMENDMENT
TO THE
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and ▇▇▇▇▇▇▇ ▇▇▇▇▇
International Fund, (formerly Mercury International Fund), (the "Fund"), on
behalf of itself and certain of its series, entered into a Transfer Agency,
Dividend Disbursing Agency and Shareholder Servicing Agency Agreement, as
amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect the
renaming of the Fund; and
WHEREAS, the parties hereto desire to amend the Agreement to reflect
changes in compensation payable to FDS for certain services under the Agreement.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
1. The parties agree that the Agreement shall be amended so that the term
"Fund", as defined in the opening paragraph, shall mean: ▇▇▇▇▇▇▇ ▇▇▇▇▇
International Fund, (formerly Mercury International Fund)
2. The parties agree that the compensation payable in connection with
certain accounts will be modified. Pursuant to Section 4 of the Agreement, the
compensation payable to FDS on services for such accounts is set forth in the
Amended and Restated Schedule of Fees attached to this Amendment, which shall
become a part of the Agreement and shall be effective as of May 1, 2002.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of
this 1st day of May, 2002.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
First Vice President and Treasurer
FINANCIAL DATA SERVICES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President
AMENDED AND RESTATED
SCHEDULE OF FEES
▇▇▇▇▇▇▇ ▇▇▇▇▇ MUTUAL FUNDS
Transfer Agency and Record-keeping Fees:
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The Fund shall pay monthly the following transfer agency and record-keeping fees
to FDS, unless otherwise noted:
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Distribution Channel Annual Account Fee /6/
Class A & D Class B & C
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Proprietary Retail/1/ $16 $19
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Third Party/2/ $16 $19
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Direct Account $20 $23
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MFA ERISA/3/ 0.10% 0.10%
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RG Recordkept Plans/4/ $16 $19
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ML Connect Network Plans/5/ $16 $19
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NOTES:
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1. Shares are sold through ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated ("MLPF&S"), excluding MFA ERISA accounts. Certain MLPF&S
fee-based program accounts are subject to separately negotiated
transfer agency and record-keeping fees.
2. Shares are sold through broker-dealers other than MLPF&S.
3. Shares are held through the MLPF&S MFA (Mutual Fund Advisor) program,
or any other fee-based program, in accounts requiring equalization
under ERISA. Fees are calculated based on average daily net assets.
4. Shares are sold to participants of a defined benefit or defined
contribution plan (a "Plan") that is recordkept by ▇▇▇▇▇▇▇ ▇▇▇▇▇.
5. Shares are sold to participants of a Plan for which a third-party
administrator (currently BISYS, Paychex, Inc., Invesco Retirement,
Inc., MFS and ▇▇▇▇▇▇▇▇▇▇▇ Funds) is the record-keeper pursuant to
certain agreements with ▇▇▇▇▇▇▇ ▇▇▇▇▇.
6. Fees apply to accounts that are active for any portion of a month.
Out-of-Pocket Expenses:
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The Fund shall reimburse all out-of-pocket costs incurred by FDS in the
performance of this Agreement, including but not limited to:
. Proxies, proxy solicitation and tabulation costs;
. All forms and statements used by FDS in communicating with
shareholders of the Fund or specially prepared for use in connection
with its services hereunder;
. Postage;
. Special Mail processing expenses (including, but not limited to,
postal presort, householding, exception extract, and duplicate
elimination);
. Envelopes, stationary, forms, blank checks, stock certificates and
supplies;
. Record storage and retrieval;
. Telephone (local and long distance);
. Pre-authorized checks;
. Returned check fees/charges and other similar fees/charges;
. Handling costs or similar supplemental charges imposed by ADP or other
vendor delivering goods and services related to the Agreement;
. Fed wire charges, excluding wires to/from Fund custody accounts; and
. Any other costs as mutually agreed by the parties
Estimated miscellaneous out-of-pocket expenses are paid monthly based on an
annualized rate of $0.04 per account. This estimated expense rate may be
increased or decreased periodically, as necessary, to more accurately reflect
anticipated actual expenses. On a semi-annual basis, the actual miscellaneous
out-of-pocket expenses incurred will be compared to the estimated out-of-pocket
expense paid. The appropriate adjustment will be made by FDS Finance or MLIM
Accounts Payable at that time.
Extraordinary Expenses:
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The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a merger or
liquidation. Fees and expense reimbursements in connection with extraordinary
services will be mutually agreed by the parties prior to the performance of such
services.