Exhibit 8(b)
TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY
AND SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AGREEMENT made as of the ___ day of ________, 200_ by and between
WCMA Tax-Exempt Fund, Inc., a Massachusetts business trust (the "Fund"), and
Financial Data Services, Inc. ("FDS"), a Florida 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 desires to 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:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
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.
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 of a Broker-Dealer, as defined
below, for the benefit of an identified person, 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 account under any plan (by whatever name referred to
in the Prospectus) pursuant to (S) 401(k) of the Internal Revenue Code ("Fund
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 "Fund Distributor" means FAM Distributors, Inc., a
Delaware corporation;
(V) The term "Broker-Dealer" means a registered broker-dealer that
sells shares of the Fund pursuant to a selected dealer's agreement with the Fund
Distributor;
(VI) 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;
(VII) The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the Fund as from time to time in effect;
(VIII) The term "Shares" means shares of beneficial interest of the
Fund, irrespective of class or series;
(IX) The term "Shareholder" means the holder of record of Shares;
(X) 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.
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 the Fund;
(I) Issuing, transferring and redeeming Shares;
(II) Opening, maintaining, servicing and closing Accounts;
(III) Acting as agent for the Fund Shareholders and/or customers of a
Broker-Dealer in connection with Plan Accounts, if any, upon the terms and
subject to the conditions contained in the Prospectus and application relating
to the specific Plan Account;
(IV) Exchanging the investment of a Shareholder into, or from the
shares of other open-end investment companies or other series portfolios of the
Fund if and to the extent permitted by the Prospectus at the direction of such
Shareholder.
(V) Processing redemptions;
(VI) Examining and approving legal transfers;
(VII) Furnishing such confirmations of transactions relating to their
Shares as required by applicable law;
(VIII) 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, as well as furnishing such information
to each Broker-Dealer to enable the Broker-Dealer to provide such information to
its customers;
(IX) Acting as agent for the Fund with respect to mailing annual,
semi-annual and quarterly reports prepared by or on behalf of the Fund, and
mailing new Prospectuses upon their issue 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;
(X) Furnishing such periodic statements of transactions effected by
FDS, reconciliations, balances and summaries as the Fund may reasonably request;
(XI) 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 ensure preservation of at least one copy of such
information;
(XII) 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
(XV) Reinvesting dividends for full and fractional shares and
disbursing cash dividends, as applicable pursuant to instructions received from
the Shareholder at the time an Account is established.
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 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 certificates, 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 agreed in a writing signed by both parties.
4. Compensation.
The Fund agrees to pay FDS the fees and charges, as well as FDS'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.
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.
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 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.
7. Indemnification.
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, 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 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.
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. 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 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.
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 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 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.
10. Amendment.
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.
11. Governing Law.
This Agreement shall be governed by the laws of the State of New York.
12. Agreement Binding Only on Fund Property.
FDS understands that the obligations of this Agreement are not binding
upon any Shareholder of the Fund personally, but bind only the Fund's property.
FDS represents that it has notice of the provisions of the Fund's Declaration of
Trust disclaiming Shareholder liability for acts or obligations of the Fund.
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.
WCMA Tax-Exempt Fund, Inc.
By: _____________________________________
Name:
Title:
Financial Data Services, Inc.
By: _____________________________________
Xxxxxx Xxxxxxxxxxx
Vice President
Schedule of Fees
Transfer Agency and Record-keeping Fees:
The Fund shall pay monthly the following transfer agency and record-keeping fees
to FDS, unless otherwise noted:
1. Active Account Fee: an annual fee of $10.00 per Class 1, Class 2,
Class 3 and Class 4 Shareholder Account; and
2. Closed Account Fee: $.20 monthly closed account charge will be
assessed on all accounts which close during the calendar year.
Application of this fee will commence the month following the month
the account is closed. At the end of the calendar year, no further
fees will be due.
Out-of-Pocket Expenses:
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, stationery, 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 any third-party
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:
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.
