Exhibit 8(b)
AMENDED AND RESTATED UNIFIED TRANSFER AGENCY, DIVIDEND
DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
THIS AMENDED AND RESTATED TRANSFER AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT (this "Agreement"), effective as of the
close of business the 29th day of September, 2006, by and between each of the
registered investment companies executing this Agreement on the signature page,
on behalf of itself and each of its respective series (collectively, the
"Funds"), each such Fund being either a Maryland corporation or a Massachusetts
or Delaware business trust, and having its principal place of business at 000
Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and Financial Data Services,
Inc. ("FDS"), a Florida corporation having its principal place of business at
0000 Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000.
WITNESSETH:
WHEREAS, the Funds desire that FDS perform certain registrar and
transfer agency services for the Funds; and
WHEREAS, the parties desire to amend and restate this Agreement to
include the First Amendment to this Agreement, dated January 1, 2005 and the
Second Amendment to this Agreement dated May 1, 2005;
NOW THEREFORE, in consideration of mutual covenants contained in
this Agreement, the Funds and FDS agree as follows:
1. Appointment of FDS as Transfer Agent, Dividend Disbursing Agent and
Shareholder Servicing Agent.
a. The Funds hereby appoint FDS 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. FDS 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 of a Broker-Dealer, as defined
below, for the benefit of an identified person, such account;
(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 or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a
Delaware corporation ("MLPF&S"), as the case may be;
(V) The term "Broker-Dealer" means a registered broker-dealer, or
bank, trust company, or other financial intermediary that is not required to
register as a broker-dealer, that sells or administers shares of the Funds
pursuant to a selected dealer or other agreement with the Fund Distributor;
(VI) The term "MLPF&S Broker-Dealers" means MLPF&S or any of its
broker-dealer affiliates;
(VII) 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;
(VIII) The term "Omnibus Account" means a single Account in the name
of a Broker-Dealer for the benefit of such Broker-Dealer's several customers;
(IX) The term "Prospectus" means the Prospectus and the Statement of
Additional Information of the Fund as from time to time in effect;
(X) The term "Shares" means shares of beneficial interest of the
Funds, if any such Fund is a business trust organized under Massachusetts or
Delaware law, or shares of common stock, if such Fund is a Maryland corporation,
irrespective of class or series;
(XI) The term "Shareholder" means the holder of record of Shares;
and
(XII) The term "Subaccount" means the account on the books of a
Broker-Dealer of its customer for whose benefit the Broker-Dealer holds Shares
of a Fund in an Omnibus Account.
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 held
directly at the transfer agent;
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(III) Acting as agent for the Funds' Shareholders and/or customers
of a Broker-Dealer in connection with Omnibus Accounts (but only to the extent
subaccounting services have not been delegated by Fund Distributor to a
nonaffiliated Broker-Dealer), upon the terms and subject to the conditions
contained in the Prospectus and application relating to the specific Omnibus
Account;
(IV) Acting as agent of the Funds and/or a Broker-Dealer,
maintaining such records as may permit the imposition of such contingent
deferred sales charges and/or redemption fees as may be described in the
Prospectus, including such reports as may be reasonably requested by a Fund with
respect to such Shares as may be subject to a contingent deferred sales charge
and/or redemption fee (but only to the extent such services have not been
delegated by Fund Distributor to a nonaffiliated Broker-Dealer);
(V) Upon the redemption of Shares subject to such a contingent
deferred sales charge or redemption fee, calculating and deducting from the
redemption proceeds thereof the amount of such charge or fee in the manner set
forth in the applicable Prospectus (but only to the extent such services have
not been delegated by Fund Distributor to a nonaffiliated Broker-Dealer) and
forwarding such amounts monthly to the Fund Distributor, in the case of a
contingent deferred sales charge, or to the Fund, in the case of a redemption
fee;
(VI) Exchanging the investment of a Shareholder into, or from the
shares of other open-end investment companies or other series portfolios of a
Fund if and to the extent permitted by the applicable Prospectus at the
direction of such Shareholder;
(VII) Processing redemptions;
(VIII) Examining and approving legal transfers;
(IX) Furnishing such confirmations of transactions relating to
Shareholders' Shares as required by applicable law (but only to the extent such
services have not been delegated by Fund Distributor to a nonaffiliated
Broker-Dealer);
(X) Acting as agent for the Funds with respect to furnishing each
direct 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;
(XI) Acting as agent for the Funds with respect to mailing annual,
semi-annual and quarterly reports prepared by or on behalf of the Funds, and
mailing new Prospectuses upon their issue to each Shareholder to the extent
required by applicable law (but only to the extent such services have not been
delegated by Fund Distributor to a nonaffiliated Broker-Dealer);
(XII) Furnishing such periodic statements of transactions effected
by FDS, reconciliations, balances and summaries as the Funds may reasonably
request;
(XIII) 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
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be maintained by the Funds or their respective 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 Funds. 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;
(XIV) 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 (but only
to the extent such services have not been delegated by Fund Distributor to a
nonaffiliated Broker-Dealer); and
(XV) Reinvesting dividends for full and fractional shares and
disbursing cash dividends, as applicable pursuant to instructions received from
the Shareholder or nonaffiliated Broker-Dealer at the time an Account is
established.
b. FDS agrees to act as proxy agent or assist such designated 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 Funds the
results of such tabulation accompanied by appropriate certificates, and
preparing and furnishing to the Funds certified lists of Shareholders as of such
date, in such form and containing such information as may be required by the
Funds.
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 Funds such information and at such
intervals as is necessary for each 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 Funds such information as may reasonably
be required to enable each Fund to reconcile the number of outstanding Shares
between FDS's records and the account books of such 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.
Each Fund agrees to pay FDS the fees and charges, as well as FDS's out of
pocket costs and extraordinary expenses, for services described in this
Agreement as set forth in the Schedule of Fees attached hereto.
5. Right of Inspection.
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FDS agrees that it will in a timely manner make available to, and
permit, any officer, accountant, attorney or authorized agent of the Funds 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. FDS will be entitled to recover all out of
pocket and extraordinary costs associated with the Right of Inspection as
outlined in the Schedules of Fees, incorporated herein.
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 his/her authorized agent, or the
Funds, 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 a
Fund by way of an Officer's Instruction.
7. Indemnification.
Each Fund, severally (but only to the extent applicable) but not
jointly, 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 or delayed), 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 such Fund reasonable opportunity to defend
against said claim in its own name. 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.
FDS shall indemnify and hold each Fund harmless from any loss,
costs, damage and reasonable expenses, including reasonable attorney's fees
(provided that such attorney is appointed with FDS's consent, which consent
shall not be unreasonably withheld), incurred by it resulting from any claim,
demand, action, or suit by any person in connection with any action taken or
omitted to be taken by FDS as a result of FDS's refusal or failure to comply
with the terms of this Agreement, its bad faith, negligence, or willful
misconduct. Further, provided that prior to confessing any claim against it
which may be subject to this indemnification, such Fund shall give FDS
reasonable opportunity to defend against said claim in its own name.
8. Regarding FDS.
a. FDS hereby agrees to hire, purchase, develop and maintain such
personnel, facilities, equipment, software, resources and capabilities as it
shall 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
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Transfer Agent, Dividend Disbursing Agent and Shareholder Servicing Agent for
the Funds possess the 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 Funds. 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 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 Funds 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. Subaccounting Services
The parties hereto acknowledge that each Fund Distributor may enter into
written services or other agreements with nonaffiliated Broker-Dealers that
provide subaccounting services to their customers with respect to Omnibus
Accounts such nonaffiliated Broker-Dealers maintain at FDS ("Services
Agreements"). Such Services Agreements may provide for the performance of
subaccounting services by nonaffiliated Broker-Dealers on behalf of their
respective customers and shall comply in all material respects with the
criteria, if any, approved and adopted from time to time by the Fund Distributor
and the Funds. FDS agrees to assist and advise each Fund Distributor in
monitoring to the extent reasonably possible the services rendered by
nonaffiliated Broker-Dealers pursuant to Services Agreements and to assist and
advise the Fund Distributor that such criteria are reasonably satisfied. Upon
the agreement of the parties hereto, FDS will assist and advise the Fund
Distributor in performing auditing of the Subaccounts held by a Broker-Dealer
that has entered into a Services Agreement.
10. 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 Funds or FDS
(without penalty to the Funds or FDS) provided that the terminating party gives
the other party written notice of such termination at least sixty (60) calendar
days in advance, except that the Funds 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 a 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 Funds along with a certified locator
document clearly indicating the complete contents therein, to the Funds or any
successor as may be specified in a notice of termination or Officer's
Instruction; and the Funds assume 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.
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11. Amendment.
Except as contained in this section, this Agreement may be amended
or modified only by further written agreement between the parties. However, from
time to time (a) the performance by FDS or its functions under this Agreement
may be modified, and (b) the Schedule of Fees may be modified solely to (i) add
a new fund to an existing portfolio, (ii) rename a Fund, and/or (iii) delete a
Fund, by the delivery of an Officer's Certificate to FDS. Further, from time to
time a new fund may separately agree with FDS to be bound by the terms and
conditions of this Agreement and be included in an appropriate Schedule in the
Schedule of Fees.
12. Governing Law.
This Agreement shall be governed by the laws of the State of New
York.
13. Agreement Binding Only on Fund Property.
FDS understands that, with respect to any Fund that is a
Massachusetts or Delaware business trust, the obligations of this Agreement are
not binding upon any Shareholder of any such Fund personally, but bind only such
Fund's property. FDS represents that it has notice of the provisions of the
Funds' respective Declarations of Trust disclaiming Shareholder liability for
acts or obligations of the Funds.
14. Anti-Money Laundering
FDS agrees to perform such agreed anti-money laundering ("AML")
functions with respect to the Funds' shares as the Funds or their agent may
delegate to FDS from time to time or as FDS is otherwise obligated to perform.
In accordance with mutually-agreed procedures, FDS shall use its best efforts in
carrying out such agreed functions under the Funds' AML program. Fund
shareholders (which for this purpose shall mean only shareholders of record) are
customers of the Funds and not customers of FDS and the Funds retain legal
responsibility under the USA PATRIOT Act for AML compliance with respect to
transactions in Fund shares. FDS agrees to cooperate with any request from
examiners of United States Government agencies having jurisdiction over the
Funds for information and records relating to the Funds' AML program and
consents to inspection by such examiners for this purpose.
[Signature Page Follows]
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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.
Financial Data Services, Inc.
By:
-----------------------------------------
Xxxxxxx X. Xxxxx
President
The Funds, as represented by each investment
company designated in the Schedules of Fees
attached hereto.
By:
-----------------------------------------
Xxxxxx Xxxxx
Vice President and Treasurer
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SCHEDULES OF FEES
XXXXXXX XXXXX MONEY FUNDS
Schedule I. Transfer Agency and Record-keeping Fees:
Each of the Schedule I Funds listed below shall pay the following agency and
record-keeping fees to FDS on an annual basis per account, unless otherwise
noted:
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Distribution Channel Active Account Fee(4) Closed Account Fee(5) Transaction Fee
------------------------------------------------------------------------------------------------------------------------------------
"A" Funds "B" Funds "C" Funds "A" Funds "B" Funds "C" Funds "A" Funds "B" Funds "C" Funds
------------------------------------------------------------------------------------------------------------------------------------
MLPF&S Broker-Dealers $15.00 $6.50(6) $10.00 $0.20/month $0.20/month $0.20/month N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
Direct Account $15.00 $6.50(6) $10.00 $0.20/month $0.20/month $0.20/month N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
MFA ERISA(1) 0.10% 0.10% 0.10% N/A N/A $0.20/month N/A N/A N/A
------------------------------------------------------------------------------------------------------------------------------------
RG Recordkept Plans(2) $8.50 $6.00 $8.50 N/A N/A $0.20/ $1.00/ $1.00/ $1.00/
month Trans Trans Trans
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ML Connect
Recordkept Plans(3) $12 $12 X/X X/X X/X X/X X/X X/X X/X
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NOTES:
1. Shares held in the MFA (Mutual Fund Advisor) program or any other program
requiring equalization under ERISA. Fees are calculated based on daily
average assets.
2. Shares are sold to participants of a defined benefit or defined
contribution plan (a "Plan") that is recordkept by Xxxxxxx Xxxxx
Retirement Group.
3. Shares are sold to participants of a Plan for which a third-party
administrator is the record-keeper pursuant to certain agreements with
Xxxxxxx Xxxxx.
4. An Active Account Fee will be assessed on an account that is open for any
part of a month, including accounts with a negative balance (short
accounts) and accounts that close during the month.
5. A Closed Account Fee will be assessed on all accounts that close during
the calendar year. Application of this Fee will commence the month
following the month in which the account is closed and be assessed for the
remainder of the calendar year.
6. For accounts greater than $1 million the charge is $6.00 per account, and
less than $1 million is $6.50.
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SCHEDULE I FUNDS
"A" FUNDS "B" FUNDS "C" FUNDS
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Ready Assets Trust ML Retirement Series Trust - CMA Money Fund
ML Retirement Reserves Money Fund
Xxxxxxx Xxxxx USA Government Reserves CMA Government Securities Fund
CMA Tax-Exempt Fund
Xxxxxxx Xxxxx U.S. Treasury Money Fund CMA Treasury Fund
CMA Multi-State Municipal Series Trust:
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money
Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
WCMA Money Fund
WCMA Government Securities Fund
WCMA Tax-Exempt Fund
WCMA Treasury Fund
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Out-of-Pocket Expenses:
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The Funds shall pay the following out-of-pocket costs incurred by FDS:
o AML compliance costs, including, but not limited to, legal fees, reporting
agency fees, and incremental personnel expenses, but only insofar as any
of the foregoing fees and expenses relate to "direct" individual accounts.
The Funds shall not pay for any AML compliance costs related to the
underlying beneficial owners of any Subaccounts.
o Postage
o Special Mail processing expenses, including, but not limited to, postal
presort, householding, exception extract, and duplicate elimination)
o Envelopes/stationery
o Record storage and retrieval
o Telephone (local and long distance)
o Pre-authorized checks
o Returned check fees/charges and other similar fees/charges
o Handling costs or similar supplemental charges imposed by ADP or other
vendor delivering goods and services related to the Agreement
o Fed wire charges, excluding wires to/from Fund custody accounts
o Forms
o All incremental out-of-pocket costs associated with assistance to the Fund
Distributor pursuant to Article 9 of this Agreement.
o 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 or Subaccount. 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 and FDS will prepare a memorandum setting forth the
adjustments necessary to "true-up" any discrepancies and provide such memorandum
to the Funds for purposes of making the appropriate adjustments.
Extraordinary Expenses:
-----------------------
The fees and expense reimbursements described above do not cover extraordinary
services, including, but not limited to, administration of a reorganization or
liquidation of a Fund, mandated regulatory servicing changes, remedial actions
necessitated by errors or omissions of a Fund or any of its agents, or
conversion of a Fund to another transfer agent. Fees and expense reimbursements,
in connection with extraordinary services, will be mutually agreed by the
parties prior to the performance of such services.
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